Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 30, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | THS | |
Entity Registrant Name | TREEHOUSE FOODS, INC. | |
Entity Central Index Key | 1,320,695 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 56,939,508 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 67.2 | $ 62.1 |
Investments | 11.3 | 10.4 |
Receivables, net | 384.3 | 429 |
Inventories, net | 989.5 | 978 |
Assets held for sale | 3.6 | 3.6 |
Prepaid expenses and other current assets | 68 | 77.6 |
Total current assets | 1,523.9 | 1,560.7 |
Property, plant, and equipment, net | 1,338.3 | 1,359.3 |
Goodwill | 2,451.1 | 2,447.2 |
Intangible assets, net | 1,118.5 | 1,137.6 |
Other assets, net | 43.2 | 41 |
Total assets | 6,475 | 6,545.8 |
Current liabilities: | ||
Accounts payable and accrued expenses | 549.2 | 626.8 |
Current portion of long-term debt | 79.6 | 66.4 |
Total current liabilities | 628.8 | 693.2 |
Long-term debt | 2,677.1 | 2,724.8 |
Deferred income taxes | 403 | 422.2 |
Other long-term liabilities | 217.5 | 202.3 |
Total liabilities | 3,926.4 | 4,042.5 |
Commitments and contingencies (Note 19) | ||
Stockholders' equity: | ||
Preferred stock, par value $0.01 per share, 10.0 shares authorized, none issued | 0 | 0 |
Common stock, par value $0.01 per share, 90.0 shares authorized, 56.9 and 56.8 shares issued and outstanding, respectively | 0.6 | 0.6 |
Additional paid-in capital | 2,085.1 | 2,071.9 |
Retained earnings | 560.3 | 532.1 |
Accumulated other comprehensive loss | (97.4) | (101.3) |
Total stockholders' equity | 2,548.6 | 2,503.3 |
Total liabilities and stockholders' equity | $ 6,475 | $ 6,545.8 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 56,900,000 | 56,800,000 |
Common stock, shares outstanding | 56,900,000 | 56,800,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net sales | $ 1,536.2 | $ 1,270.2 |
Cost of sales | 1,249.8 | 1,045.6 |
Gross profit | 286.4 | 224.6 |
Operating expenses: | ||
Selling and distribution | 104.6 | 85.5 |
General and administrative | 79.1 | 94.6 |
Amortization expense | 28.6 | 23.8 |
Other operating expense, net | 6.8 | 1.7 |
Total operating expenses | 219.1 | 205.6 |
Operating (loss) income | 67.3 | 19 |
Other expense (income): | ||
Interest expense | 29.7 | 25.7 |
Interest income | (2.8) | (2.8) |
Loss (gain) on foreign currency exchange | 0.1 | (4.1) |
Other expense, net | 0.6 | 5 |
Total other expense | 27.6 | 23.8 |
Income (loss) before income taxes | 39.7 | (4.8) |
Income taxes | 11.5 | (1.6) |
Net income (loss) | $ 28.2 | $ (3.2) |
Net earnings (loss) per common share: | ||
Basic | $ 0.50 | $ (0.06) |
Diluted | $ 0.49 | $ (0.06) |
Weighted average common shares: | ||
Basic | 56.9 | 52.7 |
Diluted | 57.6 | 52.7 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Net income (loss) | $ 28.2 | $ (3.2) | |
Other comprehensive income: | |||
Foreign currency translation adjustments | 3.6 | 24.3 | |
Pension and postretirement reclassification adjustment | [1] | 0.3 | 0.3 |
Other comprehensive income | 3.9 | 24.6 | |
Comprehensive income | $ 32.1 | $ 21.4 | |
[1] | Net of tax of $0.2 and $0.1 for the three months ended March 31, 2017 and 2016, respectively. |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Pension and postretirement reclassification adjustment, tax | $ 0.2 | $ 0.1 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 28.2 | $ (3.2) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation | 43.8 | 35.6 |
Amortization | 28.6 | 23.8 |
Stock-based compensation | 7.5 | 6.2 |
Amortization of deferred financing costs | 2 | 1.6 |
Mark-to-market loss on derivative contracts | 0.2 | 4.7 |
Loss on disposition of assets | 1.7 | 0.7 |
Deferred income taxes | (20.3) | (0.9) |
Loss (gain) on foreign currency exchange | 0.1 | (4.1) |
Write-down of tangible assets | 1.5 | |
Other | (0.2) | (0.3) |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Receivables | 45 | 15.5 |
Inventories | (10.6) | 46.8 |
Prepaid expenses and other assets | 3.3 | (16.8) |
Accounts payable, accrued expenses, and other liabilities | (52.3) | 1.3 |
Net cash provided by operating activities | 78.5 | 110.9 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (34.7) | (24.9) |
Additions to intangible assets | (8.7) | (2) |
Acquisitions, less cash acquired | (2,640.2) | |
Proceeds from sale of fixed assets | 0.2 | 0.1 |
Other | (0.3) | (0.3) |
Net cash (used in) provided by investing activities | (43.5) | (2,667.3) |
Cash flows from financing activities: | ||
Borrowings under Revolving Credit Facility | 115 | 106 |
Payments under Revolving Credit Facility | (137) | (124) |
Proceeds from issuance of Term Loan A-2 | 1,025 | |
Proceeds from issuance of 2024 Notes | 775 | |
Payments on capitalized lease obligations and other debt | (1.4) | (0.8) |
Payment of deferred financing costs | (34.3) | |
Payments on Term Loans | (12.7) | (4.4) |
Net proceeds from issuance of common stock | 835.1 | |
Receipts related to stock-based award activities | 6.7 | 1.9 |
Payments related to stock-based award activities | (0.9) | (0.1) |
Net cash (used in) provided by financing activities | (30.3) | 2,579.4 |
Effect of exchange rate changes on cash and cash equivalents | 0.4 | 3.2 |
Net increase in cash and cash equivalents | 5.1 | 26.2 |
Cash and cash equivalents, beginning of period | 62.1 | 34.9 |
Cash and cash equivalents, end of period | $ 67.2 | $ 61.1 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Basis of Presentation | 1. BASIS OF PRESENTATION The unaudited Condensed Consolidated Financial Statements included herein have been prepared by TreeHouse Foods, Inc. and its consolidated subsidiaries (the “Company,” “TreeHouse,” “we,” “us,” or “our”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to quarterly reporting on Form 10-Q. 10-K In the first quarter of 2017, the Company completed changes in its organizational structure that resulted in a change in how the Company manages its business and allocates resources. As a result, the Company has revised its reportable segments to reflect how management currently reviews financial information and makes operating decisions. See Note 22 for additional details. All prior period amounts have been recast to reflect the change in reportable segments. In the fourth quarter of 2016, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No 2016-09, Improvements to Employee Share-Based Payment Accounting paid-in On February 1, 2016, the Company acquired all of the outstanding common stock of Ralcorp Holdings, Inc., the Missouri corporation through which the private brands business (“Private Brands Business”) of ConAgra Foods, Inc. was operated. Ralcorp Holdings, Inc. was renamed TreeHouse Private Brands, Inc. during the first quarter of 2016. The results of operations of the Private Brands Business are included in our financial statements from the date of acquisition and are included in the Baked Goods, Condiments, Meals, and Snacks segments, as applicable. The Private Brands Business was on a 4-4-5 The preparation of our Condensed Consolidated Financial Statements in conformity with GAAP requires us to use our judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from these estimates. A detailed description of the Company’s significant accounting policies can be found in the Company’s Annual Report on Form 10-K |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2017 | |
Recent Accounting Pronouncements | 2. RECENT ACCOUNTING PRONOUNCEMENTS In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash beginning-of-period end-of-period In February 2016, the FASB issued ASU No. 2016-02, Leases In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory, last-in-first-out In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers No. 2016-10, Identifying Performance Obligations and Licensing No. 2016-12, Narrow-Scope Improvements and Practical Expedients 2014-09 |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring | 3. RESTRUCTURING Plant Closing Costs Facility Location Date of Closure End of Production Full Facility Closure Primary Products Produced Primary Segment(s) Affected Total Total (In millions) City of Industry, California November 18, 2015 First quarter of 2016 Third quarter of 2016 Liquid non-dairy Beverages, Condiments $ 6.9 $ 3.8 Ayer, Massachusetts April 5, 2016 First quarter of 2017 Third quarter of 2017 Spoonable dressings Condiments $ 8.2 $ 5.5 Azusa, California May 24, 2016 First quarter of 2017 Third quarter of 2017 Bars and snack products Snacks $ 15.5 $ 12.2 Ripon, Wisconsin May 24, 2016 Fourth quarter of 2016 Fourth quarter of 2016 Sugar wafer cookies Baked Goods $ 2.5 $ 1.4 Delta, British Columbia November 3, 2016 Fourth quarter of 2017 First quarter of 2018 Frozen griddle products Baked Goods $ 5.2 $ 3.7 Battle Creek, Michigan November 3, 2016 (1) (1) Ready-to-eat Meals $ 10.4 $ 2.8 (1) The downsizing of this facility began in January 2017 and is expected to last approximately 15 months. Total expected costs to close the City of Industry, California facility have been reduced by approximately $4.9 million since the initial announcement while total expected costs to close the Ayer, Massachusetts, Azusa, California, and Ripon, Wisconsin facilities have been increased by approximately $1.7 million, $0.6 million, and $0.4 million, respectively. Total costs to downsize the Battle Creek, Michigan facility have increased by approximately $0.9 million since the initial announcement. Below is a summary of the plant closing costs: Three Months Ended Three Months Ended Cumulative Costs Total Expected March 31, 2017 March 31, 2016 To Date Costs (In millions) Asset-related $ 4.4 $ 0.8 $ 14.6 $ 19.3 Employee-related 2.5 0.6 9.8 13.6 Other closure costs 2.5 0.1 7.0 15.8 Total $ 9.4 $ 1.5 $ 31.4 $ 48.7 Liabilities recorded as of March 31, 2017 associated with these plant closings relate to severance and the partial withdrawal from a multiemployer pension plan. The severance liability is included in the Accounts payable and accrued expenses line of the Condensed Consolidated Balance Sheets while the multiemployer pension plan withdrawal liability is included in the Other long-term liabilities line of the Condensed Consolidated Balance Sheets. The table below presents a reconciliation of the liabilities as of March 31, 2017: Severance Multiemployer Pension Total Liabilities (In millions) Balance as of December 31, 2016 $ 3.5 $ 0.8 $ 4.3 Expense 2.3 — 2.3 Payments (1.3 ) — (1.3 ) Balance as of March 31, 2017 $ 4.5 $ 0.8 $ 5.3 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2017 | |
Acquisitions | 4. ACQUISITIONS Private Brands Business On February 1, 2016, the Company acquired the Private Brands Business, which is primarily engaged in manufacturing, distributing, and marketing private label products to retail grocery, food away from home, and industrial and export customers. The business’s primary product categories include snacks, retail bakery, pasta, cereal, bars, and condiments. The purchase price, after considering working capital adjustments, was approximately $2,644.4 million, net of acquired cash. The acquisition was funded by $835.1 million in net proceeds from a public sale of the Company’s common stock, $760.7 million in net proceeds from a private issuance of senior unsecured notes (“2024 Notes”), and a new $1,025.0 million term loan (“Term Loan A-2”), The Private Brands Business acquisition is accounted for under the acquisition method of accounting and the results of operations are included in our Condensed Consolidated Financial Statements from the date of acquisition in the Baked Goods, Condiments, Meals, and Snacks segments. Included in the Company’s Condensed Consolidated Statements of Operations are the Private Brands Business’s net sales of approximately $506.4 million and income before income taxes of $12.2 million from the date of acquisition through March 31, 2016. Integration costs of $5.8 million, which are included in the Cost of sales and General and administrative expense lines of the Condensed Consolidated Statements of Operations, were included in determining income before income taxes. We have completed the purchase price allocation to net tangible and intangible assets acquired and liabilities assumed as follows: (In millions) Cash $ 43.3 Receivables 162.7 Inventory 443.7 Property, plant, and equipment 809.6 Customer relationships 510.9 Trade names 33.0 Software 19.6 Formulas 23.2 Other assets 50.2 Goodwill 1,141.2 Assets acquired 3,237.4 Deferred taxes (152.8 ) Assumed current liabilities (246.6 ) Assumed long-term liabilities (150.3 ) Total purchase price $ 2,687.7 The Company allocated $496.1 million to customer relationships with retail grocery customers, which have an estimated life of 13 years, and $14.8 million to customer relationships with food away from home customers, which have an estimated life of 10 years. The Company allocated $33.0 million to trade names, which have an estimated life of 10 years. The Company allocated $23.2 million to formulas, which have an estimated life of 5 years. The Company allocated $19.6 million to capitalized software with estimated lives of 1 to 5 years, depending on expected use. The aforementioned intangibles will be amortized on a straight line basis. Indemnification assets related to taxes of approximately $13.8 million were also recorded. The Company increased the cost of acquired inventories by approximately $8.4 million, and expensed $8.2 million of this amount as a component of cost of sales in the first quarter of 2016. The Company has allocated $555.0 million, $73.3 million, $413.8 million, and $97.9 million of goodwill to the Baked Goods, Condiments, Meals, and Snacks segments, respectively. Goodwill arises principally as a result of expansion opportunities and synergies across both new and legacy product categories. None of the goodwill resulting from this acquisition is tax deductible. The Company incurred approximately $35.2 million in acquisition costs during the three months ended March 31, 2016 and none in 2017. These costs are included in the General and administrative expense line of the Condensed Consolidated Statements of Operations. The fair values for customer relationships at the acquisition date were determined using the excess earnings method under the income approach. Trade name fair values were determined using the relief from royalty method, while the fair value of formulas was determined using the cost approach. Real property fair values were determined using the cost and market approaches, while the fair value of personal property was determined using the indirect cost approach. The fair value measurements of intangible assets are based on significant unobservable inputs, and thus represent Level 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include discounted future cash flows, customer attrition rates, and royalty rates. Since the preliminary purchase price allocation included in the Company’s Annual Report for the fiscal year ended December 31, 2016, the Company recorded purchase price adjustments related to taxes, resulting in an increase to goodwill of approximately $3.0 million. These adjustments did not impact the Condensed Consolidated Statements of Operations. The following unaudited pro forma information shows the results of operations for the Company as if its acquisition of the Private Brands Business had been completed as of January 1, 2016. Adjustments have been made for the pro forma effects of depreciation and amortization of tangible and intangible assets recognized as part of the business combination, the issuance of common stock, interest expense related to the financing of the business combination, and related income taxes. Excluded from the 2016 pro forma results are $35.2 million of costs incurred by the Company in connection with the acquisition. The pro forma results may not necessarily reflect actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. Three Months Ended (In millions, except Pro forma net sales $ 1,594.1 Pro forma net income $ 18.6 Pro forma basic earnings per common share $ 0.33 Pro forma diluted earnings per common share $ 0.32 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2017 | |
Investments | 5. INVESTMENTS March 31, December 31, 2017 2016 (In millions) U.S. equity $ 8.3 $ 7.6 Non-U.S. 1.9 1.8 Fixed income 1.1 1.0 Total investments $ 11.3 $ 10.4 We determine the appropriate classification of our investments at the time of purchase and reevaluate such designation as of each balance sheet date. The Company accounts for investments in debt and marketable equity securities as held-to-maturity, available-for-sale, Our investments include U.S. equity, non-U.S. non-U.S. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2017 | |
Inventories | 6. INVENTORIES March 31, December 31, 2017 2016 (In millions) Raw materials and supplies $ 427.9 $ 429.4 Finished goods 585.6 571.9 LIFO reserve (24.0 ) (23.3 ) Total inventories $ 989.5 $ 978.0 Inventory is generally accounted for under the first-in, first-out last-in, first-out |
Property, Plant, and Equipment
Property, Plant, and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant, and Equipment | 7. PROPERTY, PLANT, AND EQUIPMENT March 31, December 31, 2017 2016 (In millions) Land $ 71.5 $ 71.2 Buildings and improvements 473.7 465.3 Machinery and equipment 1,357.0 1,324.5 Construction in progress 57.0 85.0 Total 1,959.2 1,946.0 Less accumulated depreciation (620.9 ) (586.7 ) Property, plant, and equipment, net $ 1,338.3 $ 1,359.3 Depreciation expense was $43.8 million and $35.6 million for the three months ended March 31, 2017 and 2016, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets | 8. GOODWILL AND INTANGIBLE ASSETS As a result of the changes in organizational structure completed in the first quarter of 2017, the Company now has the following five operating segments, which are also its reporting units: Baked Goods, Beverages, Condiments, Meals, and Snacks. See Note 22 for more information. The Company allocated the goodwill balance as of January 1, 2017 between the new reporting units using a relative fair value allocation approach. The change was considered a triggering event indicating a test for goodwill impairment was required as of January 1, 2017. The Company performed the first step of the impairment test, which did not result in the identification of any impairment losses. Changes in the carrying amount of goodwill for the three months ended March 31, 2017 are as follows: Baked Goods Beverages Condiments Meals Snacks Total (In millions) Balance at January 1, 2017 $ 554.2 $ 713.2 $ 433.1 $ 470.6 $ 276.1 $ 2,447.2 Purchase price adjustments 1.4 — 0.2 1.1 0.3 3.0 Foreign currency exchange adjustments — 0.4 0.5 — — 0.9 Balance at March 31, 2017 $ 555.6 $ 713.6 $ 433.8 $ 471.7 $ 276.4 $ 2,451.1 The carrying amounts of our intangible assets with indefinite lives, other than goodwill, as of March 31, 2017 and December 31, 2016 are as follows: March 31, 2017 December 31, (In millions) Trademarks $ 21.7 $ 21.6 Total indefinite lived intangibles $ 21.7 $ 21.6 The increase in the indefinite lived intangibles balance is due to foreign currency translation. The gross carrying amounts and accumulated amortization of intangible assets, with finite lives, as of March 31, 2017 and December 31, 2016 are as follows: March 31, 2017 December 31, 2016 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount (In millions) (In millions) Intangible assets with finite lives: Customer-related $ 1,285.4 $ (315.3 ) $ 970.1 $ 1,284.3 $ (293.3 ) $ 991.0 Contractual agreements 3.0 (2.9 ) 0.1 3.0 (2.9 ) 0.1 Trademarks 65.8 (21.1 ) 44.7 69.6 (23.6 ) 46.0 Formulas/recipes 33.7 (14.2 ) 19.5 33.7 (12.8 ) 20.9 Computer software 124.3 (61.9 ) 62.4 115.7 (57.7 ) 58.0 Total finite lived intangibles $ 1,512.2 $ (415.4 ) $ 1,096.8 $ 1,506.3 $ (390.3 ) $ 1,116.0 Total intangible assets, excluding goodwill, as of March 31, 2017 and December 31, 2016 were $1,118.5 million and $1,137.6 million, respectively. Amortization expense on intangible assets for the three months ended March 31, 2017 and 2016 was $28.6 million and $23.8 million, respectively. Estimated amortization expense on intangible assets for 2017 and the next four years is as follows: (In millions) 2017 $ 111.5 2018 $ 105.1 2019 $ 103.1 2020 $ 100.3 2021 $ 90.4 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2017 | |
Accounts Payable and Accrued Expenses | 9. ACCOUNTS PAYABLE AND ACCRUED EXPENSES March 31, December 31, 2017 2016 (In millions) Accounts payable $ 416.8 $ 458.1 Payroll and benefits 65.7 78.5 Interest 7.4 24.1 Taxes 16.2 31.0 Health insurance, workers’ compensation, and other insurance costs 26.3 17.2 Marketing expenses 11.8 12.4 Other accrued liabilities 5.0 5.5 Total $ 549.2 $ 626.8 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Taxes | 10. INCOME TAXES Income taxes were recorded at an effective rate of 29.0% and 33.3% for the three months ended March 31, 2017 and 2016, respectively. Our effective tax rate may change from period to period based on recurring and non-recurring The Company’s effective tax rate differs from the U.S. federal statutory tax rate primarily due to state tax expense, the benefits associated with the federal domestic production activities deduction, and an intercompany financing structure entered into in conjunction with the E.D. Smith Foods, Ltd. (“E.D. Smith”) acquisition in 2007. In addition, the Company’s effective tax rate reflects a discrete benefit of approximately 2.1% attributable to the vesting and exercise of share-based awards. During the first quarter of 2017, the Internal Revenue Service (“IRS”) initiated an examination of TreeHouse Foods, Inc. & Subsidiaries’ 2015 tax year. The Canadian Revenue Agency (“CRA”) is currently examining the 2008 through 2013 tax years of E.D. Smith. The CRA examination is expected to be completed in 2017 or 2018. The Italian Agency of Revenue (“IAR”) is currently examining the 2007 through 2009 and 2013 tax years of Pasta Lensi S.r.l. The IAR examinations are not expected to be completed prior to 2020 due to a backlog of appeals before the agency. The Company has examinations in process with various state taxing authorities, which are expected to be completed in 2017 and 2018. Management estimates that it is reasonably possible that the total amount of unrecognized tax benefits could decrease by as much as $5.8 million within the next 12 months, primarily as a result of the resolution of audits currently in progress and the lapsing of statutes of limitations. Approximately $3.3 million of the $5.8 million would affect net income when settled. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2017 | |
Long-Term Debt | 11. LONG-TERM DEBT March 31, December 31, 2017 2016 (In millions) Revolving Credit Facility $ 148.0 $ 170.0 Term Loan A 284.2 288.0 Term Loan A-1 177.5 180.0 Term Loan A-2 999.4 1,005.8 2022 Notes 400.0 400.0 2024 Notes 775.0 775.0 Tax increment financing and other debt 4.3 5.7 Total outstanding debt 2,788.4 2,824.5 Deferred financing costs (31.7 ) (33.3 ) Less current portion (79.6 ) (66.4 ) Total long-term debt $ 2,677.1 $ 2,724.8 On February 1, 2016, coincident with the closing of the acquisition of the Private Brands Business, the Company entered into the Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement amended the Company’s prior credit agreement, dated as of May 6, 2014 (as amended from time to time prior to February 1, 2016, the “Prior Credit Agreement”). The Amended and Restated Credit Agreement (1) amended the maturity dates of the Revolving Credit Facility, Term Loan A, and Term Loan A-1 A-2, now a secured facility until, among other conditions, the Company reaches a leverage ratio of 3.5 and has no other pari-passu secured debt outstanding, and (4) increased credit spreads. The proceeds from Term Loan A-2 A-2. In connection with the Amended and Restated Credit Agreement, $20.3 million in fees will be amortized ratably through February 1, 2021. Fees associated with Term Loan A, Term Loan A-1, A-2 The Revolving Credit Facility and the Term Loans are known collectively as the “Amended and Restated Credit Agreement.” The Company’s average interest rate on debt outstanding under its Amended and Restated Credit Agreement for the three months ended March 31, 2017 was 2.79%. Including the interest rate swap agreements described below with a weighted average fixed interest rate base of approximately 0.86% on $500 million, the average rate increases to 2.80%. Revolving Credit Facility Interest is payable quarterly or at the end of the applicable interest period in arrears on any outstanding borrowings. The interest rates under the Amended and Restated Credit Agreement are based on the Company’s consolidated leverage ratio, and are determined by either (i) LIBOR, plus a margin ranging from 1.25% to 3.00% (inclusive of the facility fee), based on the Company’s consolidated leverage ratio, or (ii) a Base Rate (as defined in the Amended and Restated Credit Agreement), plus a margin ranging from 0.25% to 2.00% (inclusive of the facility fee), based on the Company’s consolidated leverage ratio. The Amended and Restated Credit Agreement is fully and unconditionally, as well as jointly and severally, guaranteed by our 100% owned direct and indirect subsidiaries: Bay Valley Foods, LLC; Sturm Foods, Inc.; S.T. Specialty Foods, Inc.; Associated Brands, Inc.; Cains Foods, Inc.; Cains Foods L.P.; Cains GP, LLC; Flagstone Foods, Inc.; Protenergy Holdings, Inc.; Protenergy Natural Foods, Inc.; TreeHouse Private Brands, Inc.; American Italian Pasta Co.; Nutcracker Brands, Inc.; Linette Quality Chocolates, Inc.; Ralcorp Frozen Bakery Products, Inc.; Cottage Bakery, Inc.; The Carriage House Companies, Inc., and certain other subsidiaries that may become guarantors in the future are collectively known as the “Guarantor Subsidiaries.” The Amended and Restated Credit Agreement contains various financial and restrictive covenants and requires that the Company maintain certain financial ratios, including a leverage and interest coverage ratio. The Amended and Restated Credit Agreement also contains cross-default provisions which could result in the acceleration of payments in the event TreeHouse or the Guarantor Subsidiaries (i) fails to make a payment when due in respect of any indebtedness or guarantee having an aggregate principal amount greater than $75 million or (ii) fails to observe or perform any other agreement or condition related to such indebtedness or guarantee as a result of which the holder(s) of such debt are permitted to accelerate the payment of such debt. The Amended and Restated Credit Agreement is secured by substantially all personal property of TreeHouse and its Guarantor Subsidiaries. Term Loan A Term Loan A-1 A-1 Term Loan A-1 A-1. Term Loan A-2 A-2 A-2 Base Rate (as defined in the Amended and Restated Credit Agreement), plus a margin ranging from 0.25% to 2.00%. Payments are due on a quarterly basis. Term Loan A-2 A-2. 2022 Notes On or after March 15, 2017, the Company may redeem some or all of the 2022 Notes at redemption prices set forth in the Indenture. Subject to certain limitations, in the event of a change in control of the Company, the Company will be required to make an offer to purchase the 2022 Notes at a purchase price equal to 101% of the principal amount of the 2022 Notes, plus accrued and unpaid interest up to the purchase date. 2024 Notes The Company may redeem some or all of the 2024 Notes at any time on or after February 15, 2019 at the applicable redemption prices described in the Indenture plus accrued and unpaid interest, if any, up to but not including the redemption date. In addition, prior to February 15, 2019, the Company may redeem all or a portion of the 2024 Notes at a price equal to 100% of the principal amount plus the “make-whole” premium set forth in the Indenture plus accrued and unpaid interest, if any, up to but not including the redemption date. The Company may also redeem up to 40% of the 2024 Notes prior to February 15, 2019 with the net cash proceeds received from certain equity offerings at the redemption price set forth in the Indenture. In the event of certain change of control events, as described in the Indenture, the Company may be required to purchase the 2024 Notes from the holders at a purchase price of 101% of the principal amount plus any accrued and unpaid interest. The Company issued the 2022 Notes and 2024 Notes pursuant to a single base Indenture among the Company, the Guarantor Subsidiaries, and the Trustee. The Indenture governing the 2022 Notes and 2024 Notes contains customary event of default provisions (including, without limitation, defaults relating to the failure to pay at final maturity or the acceleration of certain other indebtedness). If an event of default occurs and is continuing, the trustee under the Indenture or holders of at least 25% in principal amount of such notes may declare the principal amount and accrued and unpaid interest, if any, on all such notes to be due and payable. The Indenture also contains restrictive covenants that, among other things, limit the ability of the Company and the Guarantor Subsidiaries to: (i) pay dividends or make other restricted payments, (ii) make certain investments, (iii) incur additional indebtedness or issue preferred stock, (iv) create liens, (v) pay dividends or make other payments (except for certain dividends and payments to the Company and certain subsidiaries of the Company), (vi) merge or consolidate with other entities or sell substantially all of its assets, (vii) enter into transactions with affiliates, and (viii) engage in certain sale and leaseback transactions. The foregoing limitations are subject to exceptions as set forth in the Indenture. In addition, if in the future, the 2022 Notes or 2024 Notes have an investment grade credit rating by both Moody’s Investors Services, Inc. and Standard & Poor’s Ratings Services, certain of these covenants will, thereafter, no longer apply to the 2022 Notes or 2024 Notes for so long as the 2022 Notes or 2024 Notes are rated investment grade by the two rating agencies. Interest Rate Swap Agreements |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity | 12. STOCKHOLDERS’ EQUITY Common stock Preferred Stock |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share | 13. EARNINGS PER SHARE Basic earnings per share is computed by dividing net income by the number of weighted average common shares outstanding during the reporting period. The weighted average number of common shares used in the diluted earnings per share calculation is determined using the treasury stock method and includes the incremental effect related to the Company’s outstanding stock-based compensation awards. The following table summarizes the effect of the share-based compensation awards on the weighted average number of shares outstanding used in calculating diluted earnings per share: Three Months Ended March 31, 2017 2016 (In millions, except per share data) Net income (loss) $ 28.2 $ (3.2 ) Weighted average common shares outstanding 56.9 52.7 Assumed exercise/vesting of equity awards (1) 0.7 — Weighted average diluted common shares outstanding 57.6 52.7 Net earnings (loss) per basic share $ 0.50 $ (0.06 ) Net earnings (loss) per diluted share $ 0.49 $ (0.06 ) (1) Incremental shares from equity awards are computed using the treasury stock method. For the three months ended March 31, 2016, weighted average common shares outstanding is the same for the computations of basic and diluted earnings per share because the Company had a net loss for the period. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 1.6 million and 0.8 million for the three months ended March 31, 2017 and 2016, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Stock-Based Compensation | 14. STOCK-BASED COMPENSATION The Board of Directors adopted, and the Company’s stockholders approved, the “TreeHouse Foods, Inc. Equity and Incentive Plan” (the “Plan”). On April 27, 2017, the Plan was amended and restated to increase the number of shares available for issuance under the Plan by 3.8 million shares, effective February 14, 2017. The Plan is administered by our Compensation Committee, which consists entirely of independent directors. The Compensation Committee determines specific awards for our executive officers. For all other employees, if the committee designates, our Chief Executive Officer or such other officers will, from time to time, determine specific persons to whom awards under the Plan will be granted, and the terms and conditions of each award. The Compensation Committee or its designee, pursuant to the terms of the Plan, also will make all other necessary decisions and interpretations under the plan. Under the Plan, the Compensation Committee may grant awards of various types of compensation, including stock options, restricted stock, restricted stock units, performance shares, performance units, other types of stock-based awards, and other cash-based compensation. The maximum number of shares available to be awarded under the Plan is approximately 16.1 million, of which approximately 4.6 million remain available at March 31, 2017. Income (loss) before income taxes for the three month periods ended March 31, 2017 and 2016 includes stock-based compensation expense of $7.5 million and $6.2 million, respectively. The tax benefit recognized related to the compensation cost of these share-based awards was approximately $2.8 million and $2.2 million for the three month periods ended March 31, 2017 and 2016, respectively. Stock Options — Weighted Weighted Average Average Remaining Aggregate Employee Director Exercise Contractual Intrinsic Options Options Price Term (yrs) Value (In thousands) (In millions) Outstanding, at December 31, 2016 2,069 20 $ 64.77 5.8 $ 28.9 Granted 431 — $ 84.56 Forfeited (13 ) — $ 87.57 Exercised (128 ) (8 ) $ 49.52 Expired — — $ — Outstanding, at March 31, 2017 2,359 12 $ 69.12 6.6 $ 41.9 Vested/expected to vest, at March 31, 2017 2,252 12 $ 68.24 6.4 $ 41.8 Exercisable, at March 31, 2017 1,245 12 $ 53.21 4.3 $ 39.5 Three Months Ended March 31, 2017 2016 (In millions) Compensation expense $ 1.8 $ 1.6 Intrinsic value of stock options exercised $ 4.5 $ 1.3 Tax benefit recognized from stock option exercises $ 1.7 $ 0.4 Compensation costs related to unvested options totaled $19.9 million at March 31, 2017 and will be recognized over the remaining vesting period of the grants, which averages 2.4 years. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used to calculate the fair value of stock options issued in 2017 include the following: weighted average expected volatility of 26.70%, expected term of six years, weighted average risk free rate of 2.80%, and no dividends. The weighted average grant date fair value of awards granted in 2017 was $24.84. Restricted Stock Units The following table summarizes the restricted stock unit activity during the three months ended March 31, 2017: Weighted Weighted Employee Average Director Average Restricted Grant Date Restricted Grant Date Stock Units Fair Value Stock Units Fair Value (In thousands) (In thousands) Outstanding, at December 31, 2016 516 $ 87.03 104 $ 57.78 Granted 239 $ 84.00 16 $ 84.66 Vested (38 ) $ 80.21 — $ — Forfeited (8 ) $ 86.98 — $ — Outstanding, at March 31, 2017 709 $ 86.37 120 $ 61.43 Three Months Ended March 31, 2017 2016 (In millions) Compensation expense $ 4.7 $ 3.5 Fair value of vested restricted stock units $ 2.9 $ 0.2 Tax benefit recognized from vested restricted stock units $ 1.1 $ 0.1 Future compensation costs related to restricted stock units are approximately $43.5 million as of March 31, 2017 and will be recognized on a weighted average basis over the next 2.3 years. The grant date fair value of the awards is equal to the Company’s closing stock price on the grant date. Performance Units one-third Weighted Average Performance Grant Date Units Fair Value (In thousands) Unvested, at December 31, 2016 246 $ 85.16 Granted 115 $ 84.66 Vested — $ — Forfeited (1 ) $ 89.89 Unvested, at March 31, 2017 360 $ 84.99 Three Months Ended March 31, 2017 2016 (In millions) Compensation expense $ 1.0 $ 1.1 Fair value of vested performance units $ — $ — Tax benefit recognized from performance units vested $ — $ — Future compensation costs related to the performance units are estimated to be approximately $16.9 million as of March 31, 2017, and are expected to be recognized over the next 2.6 years. The grant date fair value of the awards is equal to the Company’s closing stock price on the date of grant. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2017 | |
Accumulated Other Comprehensive Loss | 15. ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss consists of the following components, all of which are net of tax, except for the foreign currency translation adjustment: Unrecognized Accumulated Foreign Pension and Other Currency Postretirement Comprehensive Translation (1) Benefits (2) Loss (In millions) Balance at December 31, 2016 $ (89.4 ) $ (11.9 ) $ (101.3 ) Other comprehensive income 3.6 — 3.6 Reclassifications from accumulated other comprehensive loss — 0.3 0.3 Other comprehensive income 3.6 0.3 3.9 Balance at March 31, 2017 $ (85.8 ) $ (11.6 ) $ (97.4 ) Unrecognized Accumulated Foreign Pension and Other Currency Postretirement Comprehensive Translation (1) Benefits (2) Loss (In millions) Balance at December 31, 2015 $ (100.5 ) $ (13.0 ) $ (113.5 ) Other comprehensive income 24.3 — 24.3 Reclassifications from accumulated other comprehensive loss — 0.3 0.3 Other comprehensive income 24.3 0.3 24.6 Balance at March 31, 2016 $ (76.2 ) $ (12.7 ) $ (88.9 ) (1) The foreign currency translation adjustment is not net of tax, as it pertains to the Company’s permanent investment in its foreign subsidiaries. (2) The unrecognized pension and postretirement benefits reclassification is presented net of tax of $0.2 million and $0.1 million for the three months ended March 31, 2017 and 2016, respectively. The reclassification is included in the computation of net periodic pension and postretirement cost, which is recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Operations. The Condensed Consolidated Statements of Operations lines impacted by reclassifications out of Accumulated other comprehensive loss are outlined below: Affected line in Reclassifications from Accumulated the Condensed Consolidated Other Comprehensive Loss Statements of Operations Three Months Ended March 31, 2017 2016 (In millions) Amortization of defined benefit pension and postretirement items: Prior service costs $ 0.1 $ 0.1 (a) Unrecognized net loss 0.4 0.3 (a) Total before tax 0.5 0.4 Income taxes 0.2 0.1 Income taxes Net of tax $ 0.3 $ 0.3 (a) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost, and are recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Operations. |
Employee Retirement and Postret
Employee Retirement and Postretirement Benefits | 3 Months Ended |
Mar. 31, 2017 | |
Employee Retirement and Postretirement Benefits | 16. EMPLOYEE RETIREMENT AND POSTRETIREMENT BENEFITS Pension, Profit Sharing and Postretirement Benefits Components of net periodic pension expense are as follows: Three Months Ended March 31, 2017 2016 (In millions) Service cost $ 1.2 $ 1.0 Interest cost 4.0 3.0 Expected return on plan assets (4.7 ) (3.2 ) Amortization of unrecognized prior service cost 0.1 0.1 Amortization of unrecognized net loss 0.4 0.3 Net periodic pension cost $ 1.0 $ 1.2 The Company does not expect to make any contributions to the pension plans in 2017. Components of net periodic postretirement expense are as follows: Three Months Ended March 31, 2017 2016 (In millions) Service cost $ — $ — Interest cost 0.3 0.2 Amortization of unrecognized prior service cost — — Amortization of unrecognized net loss — — Net periodic postretirement cost $ 0.3 $ 0.2 The Company expects to contribute approximately $1.6 million to the postretirement health plans during 2017. Net periodic pension and postretirement costs are recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Operations. |
Other Operating Expense, Net
Other Operating Expense, Net | 3 Months Ended |
Mar. 31, 2017 | |
Other Operating Expense, Net | 17. OTHER OPERATING EXPENSE, NET The Company incurred other operating expense for the three months ended March 31, 2017 and 2016, which consisted of the following: Three Months Ended March 31, 2017 2016 (In millions) Restructuring $ 6.8 $ 1.6 Other — 0.1 Total other operating expense, net $ 6.8 $ 1.7 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2017 | |
Supplemental Cash Flow Information | 18. SUPPLEMENTAL CASH FLOW INFORMATION Three Months Ended March 31, 2017 2016 (In millions) Interest paid $ 43.7 $ 17.9 Income taxes paid $ 6.2 $ 14.6 Accrued purchase of property and equipment $ 12.3 $ 13.9 Accrued other intangible assets $ 5.7 $ 1.9 Non-cash |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies | 19. COMMITMENTS AND CONTINGENCIES Litigation, Investigations and Audits Tarara v. TreeHouse Foods, Inc., et al. 1:16-cv-10632, 10b-5 Wells v. Reed, et al. 2016-CH-16359, Lavin v. Reed 17-cv-01014, Wells All three complaints make substantially similar allegations (though the amended complaint in Tarara Tarara re-captioned Public Employees’ Retirement Systems of Mississippi v. TreeHouse Foods, Inc., et al. Public Employees’ Additionally, due to the similarity of the complaints, the parties in Wells Public Employees’ Wells Public Employees’ Lavin Wells Lavin In addition, we are party to a variety of legal proceedings arising out of the conduct of our business. While the results of proceedings cannot be predicted with certainty, management believes that the final outcome of these proceedings will not have a material adverse effect on our consolidated financial statements, results of operations, or cash flows. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments | 20. DERIVATIVE INSTRUMENTS The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by derivative instruments include interest rate risk, foreign currency risk, and commodity price risk. Derivative contracts are entered into for periods consistent with the related underlying exposure and do not constitute positions independent of those exposures. The Company does not enter into derivative instruments for trading or speculative purposes. The Company manages its exposure to changes in interest rates by optimizing the use of variable-rate and fixed-rate debt and by utilizing interest rate swaps to hedge our exposure to changes in interest rates, to reduce the volatility of our financing costs, and to achieve a desired proportion of fixed versus floating-rate debt, based on current and projected market conditions, with a bias toward fixed-rate debt. In June 2016, the Company entered into $500 million of long-term interest rate swap agreements to lock into a fixed LIBOR interest rate base. Under the terms of the agreements, $500 million in variable-rate debt was swapped for a weighted average fixed interest rate base of approximately 0.86% for a period of 37 months, beginning on January 31, 2017 and ending on February 28, 2020. These agreements do not qualify for hedge accounting and changes in their fair value are recorded in the Condensed Consolidated Statements of Operations, with their fair value recorded on the Condensed Consolidated Balance Sheets. Due to the Company’s foreign operations, we are exposed to foreign currency risk. The Company enters into foreign currency contracts to manage the risk associated with foreign currency cash flows. The Company’s objective in using foreign currency contracts is to establish a fixed foreign currency exchange rate for the net cash flow requirements for purchases that are denominated in U.S. dollars. These contracts do not qualify for hedge accounting and changes in their fair value are recorded in the Condensed Consolidated Statements of Operations, with their fair value recorded on the Condensed Consolidated Balance Sheets. As of March 31, 2017, the Company had $30.9 million of U.S. dollar foreign currency contracts outstanding, expiring throughout 2017. Certain commodities we use in the production and distribution of our products are exposed to market price risk. The Company utilizes derivative contracts to manage this risk. The majority of commodity forward contracts are not derivatives, and those that are generally qualify for the normal purchases and normal sales scope exception under the guidance for derivative instruments and hedging activities and, therefore, are not subject to its provisions. For derivative commodity contracts that do not qualify for the normal purchases and normal sales scope exception, the Company records their fair value on the Condensed Consolidated Balance Sheets, with changes in value being recorded in the Condensed Consolidated Statements of Operations. The Company’s derivative commodity contracts may include contracts for diesel, oil, plastics, natural gas, electricity, and other commodity contracts that do not meet the requirements for the normal purchases and normal sales scope exception. Diesel contracts are used to manage the Company’s risk associated with the underlying cost of diesel fuel used to deliver products. Contracts for oil and plastics are used to manage the Company’s risk associated with the underlying commodity cost of a significant component used in packaging materials. Contracts for natural gas and electricity are used to manage the Company’s risk associated with the utility costs of its manufacturing facilities, and commodity contracts that are derivatives that do not meet the normal purchases and normal sales scope exception are used to manage the price risk associated with raw material costs. As of March 31, 2017, the Company had outstanding contracts for the purchase of 76,608 megawatts of electricity, expiring throughout 2017 and early 2018; 15.6 million gallons of diesel, expiring throughout 2017; 0.7 million dekatherms of natural gas, expiring throughout 2017; and 32.0 million pounds of soybean oil, expiring throughout 2017. The following table identifies the derivative, its fair value, and location on the Condensed Consolidated Balance Sheets: Fair Value Balance Sheet Location March 31, 2017 December 31, 2016 (In millions) Asset Derivatives Commodity contracts Prepaid expenses and other current assets $ 0.7 $ 1.0 Foreign currency contracts Prepaid expenses and other current assets 0.6 0.7 Interest rate swap agreements Prepaid expenses and other current assets 11.4 10.4 $ 12.7 $ 12.1 Liability Derivatives Commodity contracts Accounts payable and accrued expenses $ 1.3 $ 0.5 $ 1.3 $ 0.5 We recorded the following gains and losses on our derivative contracts in the Condensed Consolidated Statements of Operations: Three Months Ended Location of Gain (Loss) March 31, Recognized in Net Income (Loss) 2017 2016 (In millions) Mark-to-market Commodity contracts Other expense, net $ (1.1 ) $ 0.4 Foreign currency contracts Other expense, net (0.1 ) (5.1 ) Interest rate swap agreements Other expense, net 1.0 — Total unrealized gain (loss) (0.2 ) (4.7 ) Realized gain (loss): Commodity contracts Manufacturing related to Cost of sales and transportation related to Selling and distribution 0.5 (1.0 ) Foreign currency contracts Cost of sales 0.2 0.8 Interest rate swap agreements Interest expense (0.1 ) — Total realized gain (loss) 0.6 (0.2 ) Total gain (loss) $ 0.4 $ (4.9 ) |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value | 21. FAIR VALUE The following table presents the carrying value and fair value of our financial instruments as of March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Level (In millions) (In millions) Not recorded at fair value (liability): Revolving Credit Facility $ (148.0 ) $ (145.9 ) $ (170.0 ) $ (167.1 ) 2 Term Loan A $ (284.2 ) $ (284.6 ) $ (288.0 ) $ (288.1 ) 2 Term Loan A-1 $ (177.5 ) $ (177.8 ) $ (180.0 ) $ (180.3 ) 2 Term Loan A-2 $ (999.4 ) $ (1,001.0 ) $ (1,005.8 ) $ (1,007.4 ) 2 2022 Notes $ (400.0 ) $ (411.0 ) $ (400.0 ) $ (410.0 ) 2 2024 Notes $ (775.0 ) $ (811.8 ) $ (775.0 ) $ (809.9 ) 2 Recorded on a recurring basis at fair value (liability) asset: Commodity contracts $ (0.6 ) $ (0.6 ) $ 0.5 $ 0.5 2 Foreign currency contracts $ 0.6 $ 0.6 $ 0.7 $ 0.7 2 Interest rate swap agreements $ 11.4 $ 11.4 $ 10.4 $ 10.4 2 Investments $ 11.3 $ 11.3 $ 10.4 $ 10.4 1 Cash and cash equivalents and accounts receivable are financial assets with carrying values that approximate fair value. Accounts payable are financial liabilities with carrying values that approximate fair value. The fair value of the Revolving Credit Facility, Term Loan A, Term Loan A-1, A-2, A-1, A-2 The fair value of the investments was determined using Level 1 inputs. Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement dates. The investments are recorded at fair value on the Condensed Consolidated Balance Sheets. |
Segment and Geographic Informat
Segment and Geographic Information and Major Customers | 3 Months Ended |
Mar. 31, 2017 | |
Segment and Geographic Information and Major Customers | 22. SEGMENT AND GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS In the first quarter of 2017, the Company completed changes in its organizational structure that resulted in a change in how the Company manages its business and allocates resources. Our reportable segments are now organized and managed by products: Baked Goods, Beverages, Condiments, Meals, and Snacks. Previously, our reportable segments were organized and managed by customer channels: North American Retail Grocery, Food Away From Home, and Industrial and Export. All prior period information has been recast to reflect this change. The Company manages operations on a company-wide basis, thereby making determinations as to the allocation of resources in total rather than on a segment-level basis. The Company has designated reportable segments based on how management views its business. The Company does not segregate assets between segments for internal reporting. Therefore, asset-related information has not been presented. The reportable segments, as presented below, are consistent with the manner in which the Company reports its results to the Chief Operating Decision Maker. Our segments are as follows: Baked Goods in-store Beverages non-dairy non-dairy Condiments Meals ready-to-eat Snacks The Company evaluates the performance of its segments based on net sales dollars and direct operating income. In conjunction with the change in segments, the Company revised its calculation of direct operating income to include direct general and administrative expenses. Direct operating income is now defined as gross profit less freight out, sales commissions, and direct selling, general, and administrative expenses. All prior period information has been recast to reflect this change. The amounts in the following tables are obtained from reports used by senior management and do not include income taxes. Other expenses not allocated include unallocated selling, general, and administrative expenses, unallocated costs of sales, and unallocated corporate expenses (amortization expense and other operating expense). The accounting policies of the Company’s segments are the same as those described in the summary of significant accounting policies set forth in Note 1 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K Financial information relating to the Company’s reportable segments is as follows: Three Months Ended March 31, 2017 2016 (In millions) Net sales to external customers: Baked Goods $ 341.1 $ 219.5 Beverages 268.0 224.9 Condiments 310.1 295.6 Meals 324.0 272.4 Snacks 290.6 257.8 Unallocated 2.4 — Total $ 1,536.2 $ 1,270.2 Direct operating income: Baked Goods $ 41.9 $ 28.8 Beverages 58.7 57.7 Condiments 31.7 35.1 Meals 34.0 26.4 Snacks 12.5 9.8 Total 178.8 157.8 Unallocated selling, general, and administrative expenses (80.0 ) (100.7 ) Unallocated cost of sales (1) 1.5 (12.6 ) Unallocated corporate expense and other (33.0 ) (25.5 ) Operating income 67.3 19.0 Other expense (27.6 ) (23.8 ) Income (loss) before income taxes $ 39.7 $ (4.8 ) (1) Includes charges related to restructurings and other costs managed at corporate. Geographic Information Major Customers Product Information Three Months Ended March 31, 2017 2016 (In millions) Products: Dressings and sauces $ 237.3 $ 221.3 Cereals and other meals 190.4 169.9 Snack nuts 187.7 142.3 Beverages 183.1 144.1 Retail bakery 182.6 113.3 Baked products 158.5 106.2 Pasta and dry dinners 133.6 102.5 Trail mix and bars 105.3 115.5 Beverage enhancers 84.9 80.8 Pickles 72.8 74.3 Total net sales $ 1,536.2 $ 1,270.2 |
GUARANTOR AND NON-GUARANTOR FIN
GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | 3 Months Ended |
Mar. 31, 2017 | |
GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | 23. GUARANTOR AND NON-GUARANTOR The Company’s 2022 Notes and 2024 Notes are guaranteed fully and unconditionally, as well as jointly and severally, by its Guarantor Subsidiaries. The guarantees of the Guarantor Subsidiaries are subject to release in limited circumstances, only upon the occurrence of certain customary conditions. There are no significant restrictions on the ability of the parent company or any guarantor to obtain funds from its subsidiaries by dividend or loan. The following condensed supplemental consolidating financial information presents the results of operations, financial position, and cash flows of the parent company, its Guarantor Subsidiaries, its non-guarantor Condensed Supplemental Consolidating Balance Sheet March 31, 2017 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 0.8 $ 66.4 $ — $ 67.2 Investments — — 11.3 — 11.3 Accounts receivable, net 0.3 332.9 51.1 — 384.3 Inventories, net — 880.7 108.8 — 989.5 Assets held for sale — 3.6 — — 3.6 Prepaid expenses and other current assets 33.6 16.3 18.1 — 68.0 Total current assets 33.9 1,234.3 255.7 — 1,523.9 Property, plant, and equipment, net 30.4 1,161.2 146.7 — 1,338.3 Goodwill — 2,333.7 117.4 — 2,451.1 Investment in subsidiaries 5,100.3 527.7 — (5,628.0 ) — Intercompany accounts receivable (payable), net 126.1 (121.2 ) (4.9 ) — — Deferred income taxes 22.1 — — (22.1 ) — Intangible and other assets, net 59.4 997.7 104.6 — 1,161.7 Total assets $ 5,372.2 $ 6,133.4 $ 619.5 $ (5,650.1 ) $ 6,475.0 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 59.6 $ 429.0 $ 60.6 $ — $ 549.2 Current portion of long-term debt 77.5 2.0 0.1 — 79.6 Total current liabilities 137.1 431.0 60.7 — 628.8 Long-term debt 2,674.9 2.0 0.2 — 2,677.1 Deferred income taxes — 398.9 26.2 (22.1 ) 403.0 Other long-term liabilities 11.6 201.2 4.7 — 217.5 Stockholders’ equity 2,548.6 5,100.3 527.7 (5,628.0 ) 2,548.6 Total liabilities and stockholders’ equity $ 5,372.2 $ 6,133.4 $ 619.5 $ (5,650.1 ) $ 6,475.0 Condensed Supplemental Consolidating Balance Sheet December 31, 2016 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 0.2 $ 61.9 $ — $ 62.1 Investments — — 10.4 — 10.4 Accounts receivable, net — 372.9 56.1 — 429.0 Inventories, net — 869.6 108.4 — 978.0 Assets held for sale — 3.6 — — 3.6 Prepaid expenses and other current assets 23.6 36.7 17.3 — 77.6 Total current assets 23.6 1,283.0 254.1 — 1,560.7 Property, plant, and equipment, net 31.3 1,181.0 147.0 — 1,359.3 Goodwill — 2,330.8 116.4 — 2,447.2 Investment in subsidiaries 5,031.5 519.4 — (5,550.9 ) — Intercompany accounts receivable (payable), net 199.6 (196.9 ) (2.7 ) — — Deferred income taxes 20.7 — — (20.7 ) — Intangible and other assets, net 53.9 1,018.0 106.7 — 1,178.6 Total assets $ 5,360.6 $ 6,135.3 $ 621.5 $ (5,571.6 ) $ 6,545.8 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 61.3 $ 493.1 $ 72.4 $ — $ 626.8 Current portion of long-term debt 63.1 3.2 0.1 — 66.4 Total current liabilities 124.4 496.3 72.5 — 693.2 Long-term debt 2,722.3 2.2 0.3 — 2,724.8 Deferred income taxes — 418.3 24.6 (20.7 ) 422.2 Other long-term liabilities 10.6 187.0 4.7 — 202.3 Stockholders’ equity 2,503.3 5,031.5 519.4 (5,550.9 ) 2,503.3 Total liabilities and stockholders’ equity $ 5,360.6 $ 6,135.3 $ 621.5 $ (5,571.6 ) $ 6,545.8 Condensed Supplemental Consolidating Statement of Operations Three Months Ended March 31, 2017 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,455.4 $ 164.0 $ (83.2 ) $ 1,536.2 Cost of sales — 1,188.4 144.6 (83.2 ) 1,249.8 Gross profit — 267.0 19.4 — 286.4 Selling, general, and administrative expense 27.5 146.6 9.6 — 183.7 Amortization expense 2.9 23.4 2.3 — 28.6 Other operating expense, net — 6.6 0.2 — 6.8 Operating (loss) income (30.4 ) 90.4 7.3 — 67.3 Interest expense 31.2 0.2 1.2 (2.9 ) 29.7 Interest income (2.2 ) (2.9 ) (0.6 ) 2.9 (2.8 ) Other expense (income), net 0.1 — 0.6 — 0.7 (Loss) income before income taxes (59.5 ) 93.1 6.1 — 39.7 Income taxes (benefit) (22.8 ) 33.4 0.9 — 11.5 Equity in net income (loss) of subsidiaries 64.9 5.2 — (70.1 ) — Net income (loss) $ 28.2 $ 64.9 $ 5.2 $ (70.1 ) $ 28.2 Condensed Supplemental Consolidating Statement of Operations Three Months Ended March 31, 2016 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,204.8 $ 133.8 $ (68.4 ) $ 1,270.2 Cost of sales — 997.1 116.9 (68.4 ) 1,045.6 Gross profit — 207.7 16.9 — 224.6 Selling, general, and administrative expense 53.7 116.4 10.0 — 180.1 Amortization expense 2.2 19.4 2.2 — 23.8 Other operating expense, net — 1.3 0.4 — 1.7 Operating (loss) income (55.9 ) 70.6 4.3 — 19.0 Interest expense 25.4 (0.1 ) 1.5 (1.1 ) 25.7 Interest income (2.2 ) (1.3 ) (0.4 ) 1.1 (2.8 ) Other expense (income), net — (4.7 ) 5.6 — 0.9 (Loss) income before income taxes (79.1 ) 76.7 (2.4 ) — (4.8 ) Income taxes (benefit) (30.0 ) 30.0 (1.6 ) — (1.6 ) Equity in net income (loss) of subsidiaries 45.9 (0.8 ) — (45.1 ) — Net (loss) income $ (3.2 ) $ 45.9 $ (0.8 ) $ (45.1 ) $ (3.2 ) Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Three Months Ended March 31, 2017 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 28.2 $ 64.9 $ 5.2 $ (70.1 ) $ 28.2 Other comprehensive income: Foreign currency translation adjustments — — 3.6 — 3.6 Pension and postretirement reclassification adjustment, net of tax — 0.3 — — 0.3 Other comprehensive income — 0.3 3.6 — 3.9 Equity in other comprehensive income (loss) of subsidiaries 3.9 3.6 — (7.5 ) — Comprehensive income (loss) $ 32.1 $ 68.8 $ 8.8 $ (77.6 ) $ 32.1 Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Three Months Ended March 31, 2016 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net (loss) income $ (3.2 ) $ 45.9 $ (0.8 ) $ (45.1 ) $ (3.2 ) Other comprehensive income: Foreign currency translation adjustments — — 24.3 — 24.3 Pension and postretirement reclassification adjustment, net of tax — 0.3 — — 0.3 Other comprehensive income — 0.3 24.3 — 24.6 Equity in other comprehensive income (loss) of subsidiaries 24.6 24.3 — (48.9 ) — Comprehensive income (loss) $ 21.4 $ 70.5 $ 23.5 $ (94.0 ) $ 21.4 Condensed Supplemental Consolidating Statement of Cash Flows Three Months Ended March 31, 2017 (In millions) Parent Guarantor Non- Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 44.6 $ 97.7 $ 5.5 $ (69.3 ) $ 78.5 Cash flows from investing activities: Additions to property, plant, and equipment (1.1 ) (30.5 ) (3.1 ) — (34.7 ) Additions to intangible assets (8.2 ) (0.5 ) — — (8.7 ) Intercompany transfer (34.1 ) (31.0 ) — 65.1 — Proceeds from sale of fixed assets — 0.2 — — 0.2 Other — — (0.3 ) — (0.3 ) Net cash (used in) provided by investing activities (43.4 ) (61.8 ) (3.4 ) 65.1 (43.5 ) Cash flows from financing activities: Net borrowing (repayment) of debt (34.7 ) (1.4 ) — — (36.1 ) Intercompany transfer 27.7 (33.9 ) 2.0 4.2 — Receipts related to stock-based award activities 6.7 — — — 6.7 Payments related to stock-based award activities (0.9 ) — — — (0.9 ) Net cash provided by (used in) financing activities (1.2 ) (35.3 ) 2.0 4.2 (30.3 ) Effect of exchange rate changes on cash and cash equivalents — — 0.4 — 0.4 (Decrease) increase in cash and cash equivalents — 0.6 4.5 — 5.1 Cash and cash equivalents, beginning of period — 0.2 61.9 — 62.1 Cash and cash equivalents, end of period $ — $ 0.8 $ 66.4 $ — $ 67.2 Condensed Supplemental Consolidating Statement of Cash Flows Three Months Ended March 31, 2016 (In millions) Parent Guarantor Non- Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 3.0 $ 153.0 $ (19.1 ) $ (26.0 ) $ 110.9 Cash flows from investing activities: Additions to property, plant, and equipment (0.1 ) (23.7 ) (1.1 ) — (24.9 ) Additions to intangible assets (2.0 ) — — — (2.0 ) Intercompany transfer 93.8 2.8 — (96.6 ) — Acquisitions, less cash acquired (2,683.5 ) 0.3 43.0 — (2,640.2 ) Proceeds from sale of fixed assets — 0.1 — — 0.1 Other — — (0.3 ) — (0.3 ) Net cash (used in) provided by investing activities (2,591.8 ) (20.5 ) 41.6 (96.6 ) (2,667.3 ) Cash flows from financing activities: Net borrowing (repayment) of debt 1,777.6 (0.8 ) — — 1,776.8 Payment of deferred financing costs (34.3 ) — — — (34.3 ) Intercompany transfer (1.8 ) (130.2 ) 9.4 122.6 — Net proceeds from issuance of common stock 835.1 — — — 835.1 Receipts related to stock-based award activities 1.9 — — — 1.9 Payments related to stock-based award activities (0.1 ) — — — (0.1 ) Net cash provided by (used in) financing activities 2,578.4 (131.0 ) 9.4 122.6 2,579.4 Effect of exchange rate changes on cash and cash equivalents — — 3.2 — 3.2 (Decrease) increase in cash and cash equivalents (10.4 ) 1.5 35.1 — 26.2 Cash and cash equivalents, beginning of period 10.4 0.1 24.4 — 34.9 Cash and cash equivalents, end of period $ — $ 1.6 $ 59.5 $ — $ 61.1 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events | 24. SUBSEQUENT EVENTS On April 25, 2017, the Company announced that it had entered into a definitive agreement to sell its Soup and Infant Feeding (“SIF”) business. The SIF business is based in Pittsburgh, Pennsylvania and produces private label condensed and ready-to-serve |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Schedule of Facility Closures | The key information regarding the Company’s announced facility closures is outlined in the table below. Facility Location Date of Closure End of Production Full Facility Closure Primary Products Produced Primary Segment(s) Affected Total Total (In millions) City of Industry, California November 18, 2015 First quarter of 2016 Third quarter of 2016 Liquid non-dairy Beverages, Condiments $ 6.9 $ 3.8 Ayer, Massachusetts April 5, 2016 First quarter of 2017 Third quarter of 2017 Spoonable dressings Condiments $ 8.2 $ 5.5 Azusa, California May 24, 2016 First quarter of 2017 Third quarter of 2017 Bars and snack products Snacks $ 15.5 $ 12.2 Ripon, Wisconsin May 24, 2016 Fourth quarter of 2016 Fourth quarter of 2016 Sugar wafer cookies Baked Goods $ 2.5 $ 1.4 Delta, British Columbia November 3, 2016 Fourth quarter of 2017 First quarter of 2018 Frozen griddle products Baked Goods $ 5.2 $ 3.7 Battle Creek, Michigan November 3, 2016 (1) (1) Ready-to-eat Meals $ 10.4 $ 2.8 (1) The downsizing of this facility began in January 2017 and is expected to last approximately 15 months. |
Aggregate Expenses Incurred Associated with Facility Closure | Below is a summary of the plant closing costs: Three Months Ended Three Months Ended Cumulative Costs Total Expected March 31, 2017 March 31, 2016 To Date Costs (In millions) Asset-related $ 4.4 $ 0.8 $ 14.6 $ 19.3 Employee-related 2.5 0.6 9.8 13.6 Other closure costs 2.5 0.1 7.0 15.8 Total $ 9.4 $ 1.5 $ 31.4 $ 48.7 |
Reconciliation of Liabilities | The table below presents a reconciliation of the liabilities as of March 31, 2017: Severance Multiemployer Pension Total Liabilities (In millions) Balance as of December 31, 2016 $ 3.5 $ 0.8 $ 4.3 Expense 2.3 — 2.3 Payments (1.3 ) — (1.3 ) Balance as of March 31, 2017 $ 4.5 $ 0.8 $ 5.3 |
Acquisitions (Tables)
Acquisitions (Tables) - Private brands business of ConAgra Foods | 3 Months Ended |
Mar. 31, 2017 | |
Purchase Price Allocation to Net Tangible and Intangible Assets Acquired and Liabilities Assumed | We have completed the purchase price allocation to net tangible and intangible assets acquired and liabilities assumed as follows: (In millions) Cash $ 43.3 Receivables 162.7 Inventory 443.7 Property, plant, and equipment 809.6 Customer relationships 510.9 Trade names 33.0 Software 19.6 Formulas 23.2 Other assets 50.2 Goodwill 1,141.2 Assets acquired 3,237.4 Deferred taxes (152.8 ) Assumed current liabilities (246.6 ) Assumed long-term liabilities (150.3 ) Total purchase price $ 2,687.7 |
Business Acquisition Pro Forma Information | The following unaudited pro forma information shows the results of operations for the Company as if its acquisition of the Private Brands Business had been completed as of January 1, 2016. Adjustments have been made for the pro forma effects of depreciation and amortization of tangible and intangible assets recognized as part of the business combination, the issuance of common stock, interest expense related to the financing of the business combination, and related income taxes. Excluded from the 2016 pro forma results are $35.2 million of costs incurred by the Company in connection with the acquisition. The pro forma results may not necessarily reflect actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. Three Months Ended (In millions, except Pro forma net sales $ 1,594.1 Pro forma net income $ 18.6 Pro forma basic earnings per common share $ 0.33 Pro forma diluted earnings per common share $ 0.32 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Investments | March 31, December 31, 2017 2016 (In millions) U.S. equity $ 8.3 $ 7.6 Non-U.S. 1.9 1.8 Fixed income 1.1 1.0 Total investments $ 11.3 $ 10.4 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventories | March 31, December 31, 2017 2016 (In millions) Raw materials and supplies $ 427.9 $ 429.4 Finished goods 585.6 571.9 LIFO reserve (24.0 ) (23.3 ) Total inventories $ 989.5 $ 978.0 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant, and Equipment | March 31, December 31, 2017 2016 (In millions) Land $ 71.5 $ 71.2 Buildings and improvements 473.7 465.3 Machinery and equipment 1,357.0 1,324.5 Construction in progress 57.0 85.0 Total 1,959.2 1,946.0 Less accumulated depreciation (620.9 ) (586.7 ) Property, plant, and equipment, net $ 1,338.3 $ 1,359.3 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill for the three months ended March 31, 2017 are as follows: Baked Goods Beverages Condiments Meals Snacks Total (In millions) Balance at January 1, 2017 $ 554.2 $ 713.2 $ 433.1 $ 470.6 $ 276.1 $ 2,447.2 Purchase price adjustments 1.4 — 0.2 1.1 0.3 3.0 Foreign currency exchange adjustments — 0.4 0.5 — — 0.9 Balance at March 31, 2017 $ 555.6 $ 713.6 $ 433.8 $ 471.7 $ 276.4 $ 2,451.1 |
Carrying Amounts of Indefinite Lives Intangible Assets Other Than Goodwill | The carrying amounts of our intangible assets with indefinite lives, other than goodwill, as of March 31, 2017 and December 31, 2016 are as follows: March 31, 2017 December 31, (In millions) Trademarks $ 21.7 $ 21.6 Total indefinite lived intangibles $ 21.7 $ 21.6 |
Gross Carrying Amounts and Accumulated Amortization of Intangible Assets, with Finite Lives | The gross carrying amounts and accumulated amortization of intangible assets, with finite lives, as of March 31, 2017 and December 31, 2016 are as follows: March 31, 2017 December 31, 2016 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount (In millions) (In millions) Intangible assets with finite lives: Customer-related $ 1,285.4 $ (315.3 ) $ 970.1 $ 1,284.3 $ (293.3 ) $ 991.0 Contractual agreements 3.0 (2.9 ) 0.1 3.0 (2.9 ) 0.1 Trademarks 65.8 (21.1 ) 44.7 69.6 (23.6 ) 46.0 Formulas/recipes 33.7 (14.2 ) 19.5 33.7 (12.8 ) 20.9 Computer software 124.3 (61.9 ) 62.4 115.7 (57.7 ) 58.0 Total finite lived intangibles $ 1,512.2 $ (415.4 ) $ 1,096.8 $ 1,506.3 $ (390.3 ) $ 1,116.0 |
Estimated Amortization Expense on Intangible Assets | Estimated amortization expense on intangible assets for 2017 and the next four years is as follows: (In millions) 2017 $ 111.5 2018 $ 105.1 2019 $ 103.1 2020 $ 100.3 2021 $ 90.4 |
Accounts Payable and Accrued 38
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounts Payable and Accrued Expenses | March 31, December 31, 2017 2016 (In millions) Accounts payable $ 416.8 $ 458.1 Payroll and benefits 65.7 78.5 Interest 7.4 24.1 Taxes 16.2 31.0 Health insurance, workers’ compensation, and other insurance costs 26.3 17.2 Marketing expenses 11.8 12.4 Other accrued liabilities 5.0 5.5 Total $ 549.2 $ 626.8 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Long-Term Debt | March 31, December 31, 2017 2016 (In millions) Revolving Credit Facility $ 148.0 $ 170.0 Term Loan A 284.2 288.0 Term Loan A-1 177.5 180.0 Term Loan A-2 999.4 1,005.8 2022 Notes 400.0 400.0 2024 Notes 775.0 775.0 Tax increment financing and other debt 4.3 5.7 Total outstanding debt 2,788.4 2,824.5 Deferred financing costs (31.7 ) (33.3 ) Less current portion (79.6 ) (66.4 ) Total long-term debt $ 2,677.1 $ 2,724.8 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Effect of Share-Based Compensation Awards on Weighted Average Number of Shares Outstanding Used in Calculating Diluted Earnings Per Share | The following table summarizes the effect of the share-based compensation awards on the weighted average number of shares outstanding used in calculating diluted earnings per share: Three Months Ended March 31, 2017 2016 (In millions, except per share data) Net income (loss) $ 28.2 $ (3.2 ) Weighted average common shares outstanding 56.9 52.7 Assumed exercise/vesting of equity awards (1) 0.7 — Weighted average diluted common shares outstanding 57.6 52.7 Net earnings (loss) per basic share $ 0.50 $ (0.06 ) Net earnings (loss) per diluted share $ 0.49 $ (0.06 ) (1) Incremental shares from equity awards are computed using the treasury stock method. For the three months ended March 31, 2016, weighted average common shares outstanding is the same for the computations of basic and diluted earnings per share because the Company had a net loss for the period. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 1.6 million and 0.8 million for the three months ended March 31, 2017 and 2016, respectively. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Stock Option Activity | The following table summarizes stock option activity during the three months ended March 31, 2017. Weighted Weighted Average Average Remaining Aggregate Employee Director Exercise Contractual Intrinsic Options Options Price Term (yrs) Value (In thousands) (In millions) Outstanding, at December 31, 2016 2,069 20 $ 64.77 5.8 $ 28.9 Granted 431 — $ 84.56 Forfeited (13 ) — $ 87.57 Exercised (128 ) (8 ) $ 49.52 Expired — — $ — Outstanding, at March 31, 2017 2,359 12 $ 69.12 6.6 $ 41.9 Vested/expected to vest, at March 31, 2017 2,252 12 $ 68.24 6.4 $ 41.8 Exercisable, at March 31, 2017 1,245 12 $ 53.21 4.3 $ 39.5 |
Highlight of Stock Options Activity | Three Months Ended March 31, 2017 2016 (In millions) Compensation expense $ 1.8 $ 1.6 Intrinsic value of stock options exercised $ 4.5 $ 1.3 Tax benefit recognized from stock option exercises $ 1.7 $ 0.4 |
Summary of Restricted Stock Unit Activity | The following table summarizes the restricted stock unit activity during the three months ended March 31, 2017: Weighted Weighted Employee Average Director Average Restricted Grant Date Restricted Grant Date Stock Units Fair Value Stock Units Fair Value (In thousands) (In thousands) Outstanding, at December 31, 2016 516 $ 87.03 104 $ 57.78 Granted 239 $ 84.00 16 $ 84.66 Vested (38 ) $ 80.21 — $ — Forfeited (8 ) $ 86.98 — $ — Outstanding, at March 31, 2017 709 $ 86.37 120 $ 61.43 |
Highlights of Restricted Stock Unit Activity | Three Months Ended March 31, 2017 2016 (In millions) Compensation expense $ 4.7 $ 3.5 Fair value of vested restricted stock units $ 2.9 $ 0.2 Tax benefit recognized from vested restricted stock units $ 1.1 $ 0.1 |
Summary of Performance Unit Activity | The following table summarizes the performance unit activity during the three months ended March 31, 2017: Weighted Average Performance Grant Date Units Fair Value (In thousands) Unvested, at December 31, 2016 246 $ 85.16 Granted 115 $ 84.66 Vested — $ — Forfeited (1 ) $ 89.89 Unvested, at March 31, 2017 360 $ 84.99 |
Highlight of Performance Unit Activity | Three Months Ended March 31, 2017 2016 (In millions) Compensation expense $ 1.0 $ 1.1 Fair value of vested performance units $ — $ — Tax benefit recognized from performance units vested $ — $ — |
Accumulated Other Comprehensi42
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Components of Accumulated Other Comprehensive Loss Net of Tax Except for Foreign Currency Translation Adjustment | Accumulated other comprehensive loss consists of the following components, all of which are net of tax, except for the foreign currency translation adjustment: Unrecognized Accumulated Foreign Pension and Other Currency Postretirement Comprehensive Translation (1) Benefits (2) Loss (In millions) Balance at December 31, 2016 $ (89.4 ) $ (11.9 ) $ (101.3 ) Other comprehensive income 3.6 — 3.6 Reclassifications from accumulated other comprehensive loss — 0.3 0.3 Other comprehensive income 3.6 0.3 3.9 Balance at March 31, 2017 $ (85.8 ) $ (11.6 ) $ (97.4 ) Unrecognized Accumulated Foreign Pension and Other Currency Postretirement Comprehensive Translation (1) Benefits (2) Loss (In millions) Balance at December 31, 2015 $ (100.5 ) $ (13.0 ) $ (113.5 ) Other comprehensive income 24.3 — 24.3 Reclassifications from accumulated other comprehensive loss — 0.3 0.3 Other comprehensive income 24.3 0.3 24.6 Balance at March 31, 2016 $ (76.2 ) $ (12.7 ) $ (88.9 ) (1) The foreign currency translation adjustment is not net of tax, as it pertains to the Company’s permanent investment in its foreign subsidiaries. (2) The unrecognized pension and postretirement benefits reclassification is presented net of tax of $0.2 million and $0.1 million for the three months ended March 31, 2017 and 2016, respectively. The reclassification is included in the computation of net periodic pension and postretirement cost, which is recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Operations. |
Reclassifications from Accumulated Other Comprehensive Loss | The Condensed Consolidated Statements of Operations lines impacted by reclassifications out of Accumulated other comprehensive loss are outlined below: Affected line in Reclassifications from Accumulated the Condensed Consolidated Other Comprehensive Loss Statements of Operations Three Months Ended March 31, 2017 2016 (In millions) Amortization of defined benefit pension and postretirement items: Prior service costs $ 0.1 $ 0.1 (a) Unrecognized net loss 0.4 0.3 (a) Total before tax 0.5 0.4 Income taxes 0.2 0.1 Income taxes Net of tax $ 0.3 $ 0.3 (a) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost, and are recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Operations. |
Employee Retirement and Postr43
Employee Retirement and Postretirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Net Periodic Cost of Pension and Postretirement Benefit Plans | Components of net periodic pension expense are as follows: Three Months Ended March 31, 2017 2016 (In millions) Service cost $ 1.2 $ 1.0 Interest cost 4.0 3.0 Expected return on plan assets (4.7 ) (3.2 ) Amortization of unrecognized prior service cost 0.1 0.1 Amortization of unrecognized net loss 0.4 0.3 Net periodic pension cost $ 1.0 $ 1.2 The Company does not expect to make any contributions to the pension plans in 2017. Components of net periodic postretirement expense are as follows: Three Months Ended March 31, 2017 2016 (In millions) Service cost $ — $ — Interest cost 0.3 0.2 Amortization of unrecognized prior service cost — — Amortization of unrecognized net loss — — Net periodic postretirement cost $ 0.3 $ 0.2 |
Other Operating Expense, Net (T
Other Operating Expense, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Other Operating Expense, Net | The Company incurred other operating expense for the three months ended March 31, 2017 and 2016, which consisted of the following: Three Months Ended March 31, 2017 2016 (In millions) Restructuring $ 6.8 $ 1.6 Other — 0.1 Total other operating expense, net $ 6.8 $ 1.7 |
Supplemental Cash Flow Inform45
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Supplemental Cash Flow Information | Three Months Ended March 31, 2017 2016 (In millions) Interest paid $ 43.7 $ 17.9 Income taxes paid $ 6.2 $ 14.6 Accrued purchase of property and equipment $ 12.3 $ 13.9 Accrued other intangible assets $ 5.7 $ 1.9 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative, Fair Value, and Location on Condensed Consolidated Balance Sheet | The following table identifies the derivative, its fair value, and location on the Condensed Consolidated Balance Sheets: Fair Value Balance Sheet Location March 31, 2017 December 31, 2016 (In millions) Asset Derivatives Commodity contracts Prepaid expenses and other current assets $ 0.7 $ 1.0 Foreign currency contracts Prepaid expenses and other current assets 0.6 0.7 Interest rate swap agreements Prepaid expenses and other current assets 11.4 10.4 $ 12.7 $ 12.1 Liability Derivatives Commodity contracts Accounts payable and accrued expenses $ 1.3 $ 0.5 $ 1.3 $ 0.5 |
Gains and Losses on Derivative Contracts | We recorded the following gains and losses on our derivative contracts in the Condensed Consolidated Statements of Operations: Three Months Ended Location of Gain (Loss) March 31, Recognized in Net Income (Loss) 2017 2016 (In millions) Mark-to-market Commodity contracts Other expense, net $ (1.1 ) $ 0.4 Foreign currency contracts Other expense, net (0.1 ) (5.1 ) Interest rate swap agreements Other expense, net 1.0 — Total unrealized gain (loss) (0.2 ) (4.7 ) Realized gain (loss): Commodity contracts Manufacturing related to Cost of sales and transportation related to Selling and distribution 0.5 (1.0 ) Foreign currency contracts Cost of sales 0.2 0.8 Interest rate swap agreements Interest expense (0.1 ) — Total realized gain (loss) 0.6 (0.2 ) Total gain (loss) $ 0.4 $ (4.9 ) |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Carrying Value and Fair Value of Financial Instruments | The following table presents the carrying value and fair value of our financial instruments as of March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Level (In millions) (In millions) Not recorded at fair value (liability): Revolving Credit Facility $ (148.0 ) $ (145.9 ) $ (170.0 ) $ (167.1 ) 2 Term Loan A $ (284.2 ) $ (284.6 ) $ (288.0 ) $ (288.1 ) 2 Term Loan A-1 $ (177.5 ) $ (177.8 ) $ (180.0 ) $ (180.3 ) 2 Term Loan A-2 $ (999.4 ) $ (1,001.0 ) $ (1,005.8 ) $ (1,007.4 ) 2 2022 Notes $ (400.0 ) $ (411.0 ) $ (400.0 ) $ (410.0 ) 2 2024 Notes $ (775.0 ) $ (811.8 ) $ (775.0 ) $ (809.9 ) 2 Recorded on a recurring basis at fair value (liability) asset: Commodity contracts $ (0.6 ) $ (0.6 ) $ 0.5 $ 0.5 2 Foreign currency contracts $ 0.6 $ 0.6 $ 0.7 $ 0.7 2 Interest rate swap agreements $ 11.4 $ 11.4 $ 10.4 $ 10.4 2 Investments $ 11.3 $ 11.3 $ 10.4 $ 10.4 1 |
Segment and Geographic Inform48
Segment and Geographic Information and Major Customers (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Financial Information Relating to Reportable Segments | Financial information relating to the Company’s reportable segments is as follows: Three Months Ended March 31, 2017 2016 (In millions) Net sales to external customers: Baked Goods $ 341.1 $ 219.5 Beverages 268.0 224.9 Condiments 310.1 295.6 Meals 324.0 272.4 Snacks 290.6 257.8 Unallocated 2.4 — Total $ 1,536.2 $ 1,270.2 Direct operating income: Baked Goods $ 41.9 $ 28.8 Beverages 58.7 57.7 Condiments 31.7 35.1 Meals 34.0 26.4 Snacks 12.5 9.8 Total 178.8 157.8 Unallocated selling, general, and administrative expenses (80.0 ) (100.7 ) Unallocated cost of sales (1) 1.5 (12.6 ) Unallocated corporate expense and other (33.0 ) (25.5 ) Operating income 67.3 19.0 Other expense (27.6 ) (23.8 ) Income (loss) before income taxes $ 39.7 $ (4.8 ) (1) Includes charges related to restructurings and other costs managed at corporate. |
Net Sales by Major Products | Product Information Three Months Ended March 31, 2017 2016 (In millions) Products: Dressings and sauces $ 237.3 $ 221.3 Cereals and other meals 190.4 169.9 Snack nuts 187.7 142.3 Beverages 183.1 144.1 Retail bakery 182.6 113.3 Baked products 158.5 106.2 Pasta and dry dinners 133.6 102.5 Trail mix and bars 105.3 115.5 Beverage enhancers 84.9 80.8 Pickles 72.8 74.3 Total net sales $ 1,536.2 $ 1,270.2 |
GUARANTOR AND NON-GUARANTOR F49
GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Condensed Supplemental Consolidating Balance Sheet | Condensed Supplemental Consolidating Balance Sheet March 31, 2017 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 0.8 $ 66.4 $ — $ 67.2 Investments — — 11.3 — 11.3 Accounts receivable, net 0.3 332.9 51.1 — 384.3 Inventories, net — 880.7 108.8 — 989.5 Assets held for sale — 3.6 — — 3.6 Prepaid expenses and other current assets 33.6 16.3 18.1 — 68.0 Total current assets 33.9 1,234.3 255.7 — 1,523.9 Property, plant, and equipment, net 30.4 1,161.2 146.7 — 1,338.3 Goodwill — 2,333.7 117.4 — 2,451.1 Investment in subsidiaries 5,100.3 527.7 — (5,628.0 ) — Intercompany accounts receivable (payable), net 126.1 (121.2 ) (4.9 ) — — Deferred income taxes 22.1 — — (22.1 ) — Intangible and other assets, net 59.4 997.7 104.6 — 1,161.7 Total assets $ 5,372.2 $ 6,133.4 $ 619.5 $ (5,650.1 ) $ 6,475.0 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 59.6 $ 429.0 $ 60.6 $ — $ 549.2 Current portion of long-term debt 77.5 2.0 0.1 — 79.6 Total current liabilities 137.1 431.0 60.7 — 628.8 Long-term debt 2,674.9 2.0 0.2 — 2,677.1 Deferred income taxes — 398.9 26.2 (22.1 ) 403.0 Other long-term liabilities 11.6 201.2 4.7 — 217.5 Stockholders’ equity 2,548.6 5,100.3 527.7 (5,628.0 ) 2,548.6 Total liabilities and stockholders’ equity $ 5,372.2 $ 6,133.4 $ 619.5 $ (5,650.1 ) $ 6,475.0 Condensed Supplemental Consolidating Balance Sheet December 31, 2016 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 0.2 $ 61.9 $ — $ 62.1 Investments — — 10.4 — 10.4 Accounts receivable, net — 372.9 56.1 — 429.0 Inventories, net — 869.6 108.4 — 978.0 Assets held for sale — 3.6 — — 3.6 Prepaid expenses and other current assets 23.6 36.7 17.3 — 77.6 Total current assets 23.6 1,283.0 254.1 — 1,560.7 Property, plant, and equipment, net 31.3 1,181.0 147.0 — 1,359.3 Goodwill — 2,330.8 116.4 — 2,447.2 Investment in subsidiaries 5,031.5 519.4 — (5,550.9 ) — Intercompany accounts receivable (payable), net 199.6 (196.9 ) (2.7 ) — — Deferred income taxes 20.7 — — (20.7 ) — Intangible and other assets, net 53.9 1,018.0 106.7 — 1,178.6 Total assets $ 5,360.6 $ 6,135.3 $ 621.5 $ (5,571.6 ) $ 6,545.8 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 61.3 $ 493.1 $ 72.4 $ — $ 626.8 Current portion of long-term debt 63.1 3.2 0.1 — 66.4 Total current liabilities 124.4 496.3 72.5 — 693.2 Long-term debt 2,722.3 2.2 0.3 — 2,724.8 Deferred income taxes — 418.3 24.6 (20.7 ) 422.2 Other long-term liabilities 10.6 187.0 4.7 — 202.3 Stockholders’ equity 2,503.3 5,031.5 519.4 (5,550.9 ) 2,503.3 Total liabilities and stockholders’ equity $ 5,360.6 $ 6,135.3 $ 621.5 $ (5,571.6 ) $ 6,545.8 |
Condensed Supplemental Consolidating Statement of Operations | Condensed Supplemental Consolidating Statement of Operations Three Months Ended March 31, 2017 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,455.4 $ 164.0 $ (83.2 ) $ 1,536.2 Cost of sales — 1,188.4 144.6 (83.2 ) 1,249.8 Gross profit — 267.0 19.4 — 286.4 Selling, general, and administrative expense 27.5 146.6 9.6 — 183.7 Amortization expense 2.9 23.4 2.3 — 28.6 Other operating expense, net — 6.6 0.2 — 6.8 Operating (loss) income (30.4 ) 90.4 7.3 — 67.3 Interest expense 31.2 0.2 1.2 (2.9 ) 29.7 Interest income (2.2 ) (2.9 ) (0.6 ) 2.9 (2.8 ) Other expense (income), net 0.1 — 0.6 — 0.7 (Loss) income before income taxes (59.5 ) 93.1 6.1 — 39.7 Income taxes (benefit) (22.8 ) 33.4 0.9 — 11.5 Equity in net income (loss) of subsidiaries 64.9 5.2 — (70.1 ) — Net income (loss) $ 28.2 $ 64.9 $ 5.2 $ (70.1 ) $ 28.2 Condensed Supplemental Consolidating Statement of Operations Three Months Ended March 31, 2016 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,204.8 $ 133.8 $ (68.4 ) $ 1,270.2 Cost of sales — 997.1 116.9 (68.4 ) 1,045.6 Gross profit — 207.7 16.9 — 224.6 Selling, general, and administrative expense 53.7 116.4 10.0 — 180.1 Amortization expense 2.2 19.4 2.2 — 23.8 Other operating expense, net — 1.3 0.4 — 1.7 Operating (loss) income (55.9 ) 70.6 4.3 — 19.0 Interest expense 25.4 (0.1 ) 1.5 (1.1 ) 25.7 Interest income (2.2 ) (1.3 ) (0.4 ) 1.1 (2.8 ) Other expense (income), net — (4.7 ) 5.6 — 0.9 (Loss) income before income taxes (79.1 ) 76.7 (2.4 ) — (4.8 ) Income taxes (benefit) (30.0 ) 30.0 (1.6 ) — (1.6 ) Equity in net income (loss) of subsidiaries 45.9 (0.8 ) — (45.1 ) — Net (loss) income $ (3.2 ) $ 45.9 $ (0.8 ) $ (45.1 ) $ (3.2 ) |
Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) | Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Three Months Ended March 31, 2017 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 28.2 $ 64.9 $ 5.2 $ (70.1 ) $ 28.2 Other comprehensive income: Foreign currency translation adjustments — — 3.6 — 3.6 Pension and postretirement reclassification adjustment, net of tax — 0.3 — — 0.3 Other comprehensive income — 0.3 3.6 — 3.9 Equity in other comprehensive income (loss) of subsidiaries 3.9 3.6 — (7.5 ) — Comprehensive income (loss) $ 32.1 $ 68.8 $ 8.8 $ (77.6 ) $ 32.1 Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Three Months Ended March 31, 2016 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net (loss) income $ (3.2 ) $ 45.9 $ (0.8 ) $ (45.1 ) $ (3.2 ) Other comprehensive income: Foreign currency translation adjustments — — 24.3 — 24.3 Pension and postretirement reclassification adjustment, net of tax — 0.3 — — 0.3 Other comprehensive income — 0.3 24.3 — 24.6 Equity in other comprehensive income (loss) of subsidiaries 24.6 24.3 — (48.9 ) — Comprehensive income (loss) $ 21.4 $ 70.5 $ 23.5 $ (94.0 ) $ 21.4 |
Condensed Supplemental Consolidating Statement of Cash Flows | Condensed Supplemental Consolidating Statement of Cash Flows Three Months Ended March 31, 2017 (In millions) Parent Guarantor Non- Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 44.6 $ 97.7 $ 5.5 $ (69.3 ) $ 78.5 Cash flows from investing activities: Additions to property, plant, and equipment (1.1 ) (30.5 ) (3.1 ) — (34.7 ) Additions to intangible assets (8.2 ) (0.5 ) — — (8.7 ) Intercompany transfer (34.1 ) (31.0 ) — 65.1 — Proceeds from sale of fixed assets — 0.2 — — 0.2 Other — — (0.3 ) — (0.3 ) Net cash (used in) provided by investing activities (43.4 ) (61.8 ) (3.4 ) 65.1 (43.5 ) Cash flows from financing activities: Net borrowing (repayment) of debt (34.7 ) (1.4 ) — — (36.1 ) Intercompany transfer 27.7 (33.9 ) 2.0 4.2 — Receipts related to stock-based award activities 6.7 — — — 6.7 Payments related to stock-based award activities (0.9 ) — — — (0.9 ) Net cash provided by (used in) financing activities (1.2 ) (35.3 ) 2.0 4.2 (30.3 ) Effect of exchange rate changes on cash and cash equivalents — — 0.4 — 0.4 (Decrease) increase in cash and cash equivalents — 0.6 4.5 — 5.1 Cash and cash equivalents, beginning of period — 0.2 61.9 — 62.1 Cash and cash equivalents, end of period $ — $ 0.8 $ 66.4 $ — $ 67.2 Condensed Supplemental Consolidating Statement of Cash Flows Three Months Ended March 31, 2016 (In millions) Parent Guarantor Non- Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 3.0 $ 153.0 $ (19.1 ) $ (26.0 ) $ 110.9 Cash flows from investing activities: Additions to property, plant, and equipment (0.1 ) (23.7 ) (1.1 ) — (24.9 ) Additions to intangible assets (2.0 ) — — — (2.0 ) Intercompany transfer 93.8 2.8 — (96.6 ) — Acquisitions, less cash acquired (2,683.5 ) 0.3 43.0 — (2,640.2 ) Proceeds from sale of fixed assets — 0.1 — — 0.1 Other — — (0.3 ) — (0.3 ) Net cash (used in) provided by investing activities (2,591.8 ) (20.5 ) 41.6 (96.6 ) (2,667.3 ) Cash flows from financing activities: Net borrowing (repayment) of debt 1,777.6 (0.8 ) — — 1,776.8 Payment of deferred financing costs (34.3 ) — — — (34.3 ) Intercompany transfer (1.8 ) (130.2 ) 9.4 122.6 — Net proceeds from issuance of common stock 835.1 — — — 835.1 Receipts related to stock-based award activities 1.9 — — — 1.9 Payments related to stock-based award activities (0.1 ) — — — (0.1 ) Net cash provided by (used in) financing activities 2,578.4 (131.0 ) 9.4 122.6 2,579.4 Effect of exchange rate changes on cash and cash equivalents — — 3.2 — 3.2 (Decrease) increase in cash and cash equivalents (10.4 ) 1.5 35.1 — 26.2 Cash and cash equivalents, beginning of period 10.4 0.1 24.4 — 34.9 Cash and cash equivalents, end of period $ — $ 1.6 $ 59.5 $ — $ 61.1 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - USD ($) $ in Millions | Jan. 01, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Basis of Presentation [Line Items] | |||
Income tax benefit on recast to reflect the adoption of the ASU | $ 11.5 | $ (1.6) | |
Accounting Standards Update 2016-09 | Restatement Adjustment | |||
Basis of Presentation [Line Items] | |||
Income tax benefit on recast to reflect the adoption of the ASU | $ (0.2) | ||
Excess tax benefits retrospectively reclassified from financing to operating activities | (0.2) | ||
Excess tax benefits retrospectively reclassified from financing to operating activities | $ 0.2 |
Schedule of Facility Closures (
Schedule of Facility Closures (Detail) $ in Millions | 3 Months Ended | |
Mar. 31, 2017USD ($) | ||
Restructuring Cost and Reserve [Line Items] | ||
Total Costs to Close | $ 48.7 | |
Restructuring Plan, One | ||
Restructuring Cost and Reserve [Line Items] | ||
Facility Location | City of Industry, California | |
Date of Closure Announcement | Nov. 18, 2015 | |
End of Production | First quarter of 2016 | |
Full Facility Closure | Third quarter of 2016 | |
Primary Products Produced | Liquid non-dairy creamer and refrigerated salad dressings | |
Primary Segment(s) Affected | Beverages, Condiments | |
Total Costs to Close | $ 6.9 | |
Restructuring Plan, Two | ||
Restructuring Cost and Reserve [Line Items] | ||
Facility Location | Ayer, Massachusetts | |
Date of Closure Announcement | Apr. 5, 2016 | |
End of Production | First quarter of 2017 | |
Full Facility Closure | Third quarter of 2017 | |
Primary Products Produced | Spoonable dressings | |
Primary Segment(s) Affected | Condiments | |
Total Costs to Close | $ 8.2 | |
Restructuring Plan, Three | ||
Restructuring Cost and Reserve [Line Items] | ||
Facility Location | Azusa, California | |
Date of Closure Announcement | May 24, 2016 | |
End of Production | First quarter of 2017 | |
Full Facility Closure | Third quarter of 2017 | |
Primary Products Produced | Bars and snack products | |
Primary Segment(s) Affected | Snacks | |
Total Costs to Close | $ 15.5 | |
Restructuring Plan, Four | ||
Restructuring Cost and Reserve [Line Items] | ||
Facility Location | Ripon, Wisconsin | |
Date of Closure Announcement | May 24, 2016 | |
End of Production | Fourth quarter of 2016 | |
Full Facility Closure | Fourth quarter of 2016 | |
Primary Products Produced | Sugar wafer cookies | |
Primary Segment(s) Affected | Baked Goods | |
Total Costs to Close | $ 2.5 | |
Restructuring Plan, Five | ||
Restructuring Cost and Reserve [Line Items] | ||
Facility Location | Delta, British Columbia | |
Date of Closure Announcement | Nov. 3, 2016 | |
End of Production | Fourth quarter of 2017 | |
Full Facility Closure | First quarter of 2018 | |
Primary Products Produced | Frozen griddle products | |
Primary Segment(s) Affected | Baked Goods | |
Total Costs to Close | $ 5.2 | |
Restructuring Plan, Six | ||
Restructuring Cost and Reserve [Line Items] | ||
Facility Location | Battle Creek, Michigan | |
Date of Closure Announcement | Nov. 3, 2016 | |
End of Production | - | [1] |
Full Facility Closure | - | [1] |
Primary Products Produced | Ready-to-eat cereal | |
Primary Segment(s) Affected | Meals | |
Total Costs to Close | $ 10.4 | |
Expected payment in cash | Restructuring Plan, One | ||
Restructuring Cost and Reserve [Line Items] | ||
Total Costs to Close | 3.8 | |
Expected payment in cash | Restructuring Plan, Two | ||
Restructuring Cost and Reserve [Line Items] | ||
Total Costs to Close | 5.5 | |
Expected payment in cash | Restructuring Plan, Three | ||
Restructuring Cost and Reserve [Line Items] | ||
Total Costs to Close | 12.2 | |
Expected payment in cash | Restructuring Plan, Four | ||
Restructuring Cost and Reserve [Line Items] | ||
Total Costs to Close | 1.4 | |
Expected payment in cash | Restructuring Plan, Five | ||
Restructuring Cost and Reserve [Line Items] | ||
Total Costs to Close | 3.7 | |
Expected payment in cash | Restructuring Plan, Six | ||
Restructuring Cost and Reserve [Line Items] | ||
Total Costs to Close | $ 2.8 | |
[1] | The downsizing of this facility began in January 2017 and is expected to last approximately 15 months. |
Schedule of Facility Closures52
Schedule of Facility Closures (Parenthetical) (Detail) - Restructuring Plan, Six | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |
Initiation month year | 2017-01 |
Restructuring period | 15 months |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
City of Industry, California | |
Restructuring Cost and Reserve [Line Items] | |
Plant closure, (reduction)increase in expected costs | $ 4.9 |
Ripon, Wisconsin | |
Restructuring Cost and Reserve [Line Items] | |
Plant closure, (reduction)increase in expected costs | 0.4 |
Ayer, Massachusetts Facility | |
Restructuring Cost and Reserve [Line Items] | |
Plant closure, (reduction)increase in expected costs | 1.7 |
Azusa, California | |
Restructuring Cost and Reserve [Line Items] | |
Plant closure, (reduction)increase in expected costs | 0.6 |
Battle Creek, Michigan | |
Restructuring Cost and Reserve [Line Items] | |
Plant closure, (reduction)increase in expected costs | $ 0.9 |
Aggregate Expenses Incurred Ass
Aggregate Expenses Incurred Associated with Facility Closure (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 9.4 | $ 1.5 |
Cumulative costs to date | 31.4 | |
Total expected costs | 48.7 | |
Asset Related Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 4.4 | 0.8 |
Cumulative costs to date | 14.6 | |
Total expected costs | 19.3 | |
Employee Related Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 2.5 | 0.6 |
Cumulative costs to date | 9.8 | |
Total expected costs | 13.6 | |
Other closure costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 2.5 | $ 0.1 |
Cumulative costs to date | 7 | |
Total expected costs | $ 15.8 |
Reconciliation of Liabilities (
Reconciliation of Liabilities (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Expense | $ 9.4 | $ 1.5 |
Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Balance as of December 31, 2016 | 3.5 | |
Payments | (1.3) | |
Balance as of March 31, 2017 | 4.5 | |
Severance | Member Units | ||
Restructuring Cost and Reserve [Line Items] | ||
Expense | 2.3 | |
Multi-employer Pension Plan Withdrawal | ||
Restructuring Cost and Reserve [Line Items] | ||
Balance as of December 31, 2016 | 0.8 | |
Balance as of March 31, 2017 | 0.8 | |
Employee Related Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Balance as of December 31, 2016 | 4.3 | |
Expense | 2.5 | $ 0.6 |
Payments | (1.3) | |
Balance as of March 31, 2017 | 5.3 | |
Employee Related Costs | Member Units | ||
Restructuring Cost and Reserve [Line Items] | ||
Expense | $ 2.3 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | Feb. 01, 2016 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||
Business acquisition, cost of acquired entity, purchase price, net of cash | $ 2,640,200,000 | ||||
Net proceeds from issuance of stock | 835,100,000 | ||||
Proceeds from issuance of 2024 Notes | 775,000,000 | ||||
Proceeds from issuance of term loans A-2 | 1,025,000,000 | ||||
Cost of sales | $ 1,249,800,000 | 1,045,600,000 | |||
Goodwill | 2,451,100,000 | $ 2,447,200,000 | |||
Purchase price adjustments | 3,000,000 | ||||
Baked Goods | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 555,600,000 | 554,200,000 | |||
Purchase price adjustments | 1,400,000 | ||||
Condiments | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 433,800,000 | 433,100,000 | |||
Purchase price adjustments | 200,000 | ||||
Meals | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 471,700,000 | 470,600,000 | |||
Purchase price adjustments | 1,100,000 | ||||
Snacks | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 276,400,000 | $ 276,100,000 | |||
Purchase price adjustments | 300,000 | ||||
Private brands business of ConAgra Foods | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, cost of acquired entity, purchase price, net of cash | $ 2,644,400,000 | ||||
Net proceeds from issuance of stock | 835,100,000 | ||||
Proceeds from issuance of 2024 Notes | 760,700,000 | ||||
Proceeds from issuance of term loans A-2 | 1,025,000,000 | ||||
Revolving credit facility - maximum borrowing capacity | 900,000,000 | ||||
Net sales | $ 506,400,000 | ||||
Income before income taxes | 12,200,000 | ||||
Integration costs | $ 5,800,000 | ||||
Indemnification assets | 13,800,000 | ||||
Business acquisition related costs | 0 | 35,200,000 | |||
Goodwill | 1,141,200,000 | ||||
Purchase price adjustments | $ 3,000,000 | ||||
Private brands business of ConAgra Foods | Fair Value Adjustment to Inventory | |||||
Business Acquisition [Line Items] | |||||
Cost of sales | 8,400,000 | $ 8,200,000 | |||
Private brands business of ConAgra Foods | Baked Goods | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 555,000,000 | ||||
Private brands business of ConAgra Foods | Condiments | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 73,300,000 | ||||
Private brands business of ConAgra Foods | Meals | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 413,800,000 | ||||
Private brands business of ConAgra Foods | Snacks | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 97,900,000 | ||||
Private brands business of ConAgra Foods | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible asset | 510,900,000 | ||||
Private brands business of ConAgra Foods | Customer relationships | Retail Grocery Customers | |||||
Business Acquisition [Line Items] | |||||
Intangible asset | $ 496,100,000 | ||||
Finite-lived intangible assets, useful life | 13 years | ||||
Private brands business of ConAgra Foods | Customer relationships | Food Away From Home Customers | |||||
Business Acquisition [Line Items] | |||||
Intangible asset | $ 14,800,000 | ||||
Finite-lived intangible assets, useful life | 10 years | ||||
Private brands business of ConAgra Foods | Trade names | |||||
Business Acquisition [Line Items] | |||||
Intangible asset | $ 33,000,000 | ||||
Finite-lived intangible assets, useful life | 10 years | ||||
Private brands business of ConAgra Foods | Formulas/recipes | |||||
Business Acquisition [Line Items] | |||||
Intangible asset | $ 23,200,000 | ||||
Finite-lived intangible assets, useful life | 5 years | ||||
Private brands business of ConAgra Foods | Computer software | |||||
Business Acquisition [Line Items] | |||||
Intangible asset | $ 19,600,000 | ||||
Private brands business of ConAgra Foods | Computer software | Minimum | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets, useful life | 1 year | ||||
Private brands business of ConAgra Foods | Computer software | Maximum | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets, useful life | 5 years |
Purchase Price Allocation to Ne
Purchase Price Allocation to Net Tangible and Intangible Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 | Feb. 01, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,451.1 | $ 2,447.2 | |
Private brands business of ConAgra Foods | |||
Business Acquisition [Line Items] | |||
Cash | $ 43.3 | ||
Receivables | 162.7 | ||
Inventory | 443.7 | ||
Property, plant, and equipment | 809.6 | ||
Other assets | 50.2 | ||
Goodwill | 1,141.2 | ||
Assets acquired | 3,237.4 | ||
Deferred taxes | (152.8) | ||
Assumed current liabilities | (246.6) | ||
Assumed long-term liabilities | (150.3) | ||
Total purchase price | 2,687.7 | ||
Private brands business of ConAgra Foods | Customer relationships | |||
Business Acquisition [Line Items] | |||
Intangible asset | 510.9 | ||
Private brands business of ConAgra Foods | Trade names | |||
Business Acquisition [Line Items] | |||
Intangible asset | 33 | ||
Private brands business of ConAgra Foods | Computer software | |||
Business Acquisition [Line Items] | |||
Intangible asset | 19.6 | ||
Private brands business of ConAgra Foods | Formulas/recipes | |||
Business Acquisition [Line Items] | |||
Intangible asset | $ 23.2 |
Business Acquisition Pro Forma
Business Acquisition Pro Forma Information (Detail) - Private brands business of ConAgra Foods $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($)$ / shares | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Pro forma net sales | $ | $ 1,594.1 |
Pro forma net income | $ | $ 18.6 |
Pro forma basic earnings per common share | $ / shares | $ 0.33 |
Pro forma diluted earnings per common share | $ / shares | $ 0.32 |
Investments (Detail)
Investments (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Investment [Line Items] | ||
Total investments | $ 11.3 | $ 10.4 |
Equity | United States | ||
Investment [Line Items] | ||
Total investments | 8.3 | 7.6 |
Equity | Non-U.S. | ||
Investment [Line Items] | ||
Total investments | 1.9 | 1.8 |
Fixed Income | ||
Investment [Line Items] | ||
Total investments | $ 1.1 | $ 1 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Raw materials and supplies | $ 427.9 | $ 429.4 |
Finished goods | 585.6 | 571.9 |
LIFO reserve | (24) | (23.3) |
Total inventories | $ 989.5 | $ 978 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
LIFO inventory | $ 81.5 | $ 105.9 |
Inventory accounted for under the weighted average cost method | $ 120.4 | $ 116.2 |
Property, Plant, and Equipmen62
Property, Plant, and Equipment (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Land | $ 71.5 | $ 71.2 |
Buildings and improvements | 473.7 | 465.3 |
Machinery and equipment | 1,357 | 1,324.5 |
Construction in progress | 57 | 85 |
Total | 1,959.2 | 1,946 |
Less accumulated depreciation | (620.9) | (586.7) |
Property, plant, and equipment, net | $ 1,338.3 | $ 1,359.3 |
Property, Plant, and Equipmen63
Property, Plant, and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 43.8 | $ 35.6 |
Goodwill and Intangible Asset64
Goodwill and Intangible Assets - Additional Information (Detail) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017USD ($)Segment | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Goodwill And Intangible Assets [Line Items] | |||
Number of operating segments | Segment | 5 | ||
Total intangible assets, excluding goodwill | $ 1,118.5 | $ 1,137.6 | |
Amortization expense on intangible assets | $ 28.6 | $ 23.8 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill [Line Items] | |
Beginning Balance | $ 2,447.2 |
Purchase price adjustments | 3 |
Foreign currency exchange adjustments | 0.9 |
Ending Balance | 2,451.1 |
Baked Goods | |
Goodwill [Line Items] | |
Beginning Balance | 554.2 |
Purchase price adjustments | 1.4 |
Ending Balance | 555.6 |
Beverages | |
Goodwill [Line Items] | |
Beginning Balance | 713.2 |
Foreign currency exchange adjustments | 0.4 |
Ending Balance | 713.6 |
Condiments | |
Goodwill [Line Items] | |
Beginning Balance | 433.1 |
Purchase price adjustments | 0.2 |
Foreign currency exchange adjustments | 0.5 |
Ending Balance | 433.8 |
Meals | |
Goodwill [Line Items] | |
Beginning Balance | 470.6 |
Purchase price adjustments | 1.1 |
Ending Balance | 471.7 |
Snacks | |
Goodwill [Line Items] | |
Beginning Balance | 276.1 |
Purchase price adjustments | 0.3 |
Ending Balance | $ 276.4 |
Carrying Amounts of Intangible
Carrying Amounts of Intangible Assets with Indefinite Lives Other Than Goodwill (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite lived intangibles | $ 21.7 | $ 21.6 |
Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite lived intangibles | $ 21.7 | $ 21.6 |
Gross Carrying Amounts and Accu
Gross Carrying Amounts and Accumulated Amortization of Intangible Assets, with Finite Lives (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,512.2 | $ 1,506.3 |
Accumulated Amortization | (415.4) | (390.3) |
Net Carrying Amount | 1,096.8 | 1,116 |
Customer-related Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,285.4 | 1,284.3 |
Accumulated Amortization | (315.3) | (293.3) |
Net Carrying Amount | 970.1 | 991 |
Contractual agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3 | 3 |
Accumulated Amortization | (2.9) | (2.9) |
Net Carrying Amount | 0.1 | 0.1 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 65.8 | 69.6 |
Accumulated Amortization | (21.1) | (23.6) |
Net Carrying Amount | 44.7 | 46 |
Formulas/recipes | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 33.7 | 33.7 |
Accumulated Amortization | (14.2) | (12.8) |
Net Carrying Amount | 19.5 | 20.9 |
Computer software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 124.3 | 115.7 |
Accumulated Amortization | (61.9) | (57.7) |
Net Carrying Amount | $ 62.4 | $ 58 |
Estimated Amortization Expense
Estimated Amortization Expense on Intangible Assets (Detail) $ in Millions | Mar. 31, 2017USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | $ 111.5 |
2,018 | 105.1 |
2,019 | 103.1 |
2,020 | 100.3 |
2,021 | $ 90.4 |
Accounts Payable and Accrued 69
Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Accounts Payable and Accrued Liabilities [Line Items] | ||
Accounts payable | $ 416.8 | $ 458.1 |
Payroll and benefits | 65.7 | 78.5 |
Interest | 7.4 | 24.1 |
Taxes | 16.2 | 31 |
Health insurance, workers' compensation, and other insurance costs | 26.3 | 17.2 |
Marketing expenses | 11.8 | 12.4 |
Other accrued liabilities | 5 | 5.5 |
Total | $ 549.2 | $ 626.8 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Taxes [Line Items] | ||
Effective income tax rate | 29.00% | 33.30% |
Effective income tax rate discrete benefit attributable to vesting and exercise of share based awards | 2.10% | |
Decrease in total amount of unrecognized tax benefits within the next 12 months | $ 5.8 | |
Decrease in unrecognized tax benefits is reasonably possible | $ 3.3 |
Long-Term Debt (Detail)
Long-Term Debt (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Tax increment financing and other debt | $ 4.3 | $ 5.7 |
Total outstanding debt | 2,788.4 | 2,824.5 |
Deferred financing costs | (31.7) | (33.3) |
Less current portion | (79.6) | (66.4) |
Total long-term debt | 2,677.1 | 2,724.8 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | 148 | 170 |
Term Loan A | ||
Debt Instrument [Line Items] | ||
Term Loan | 284.2 | 288 |
Term Loan A-1 | ||
Debt Instrument [Line Items] | ||
Term Loan | 177.5 | 180 |
Term Loan A 2 | ||
Debt Instrument [Line Items] | ||
Term Loan | 999.4 | 1,005.8 |
2022 Notes | ||
Debt Instrument [Line Items] | ||
Senior notes | 400 | 400 |
2024 Notes | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 775 | $ 775 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | Feb. 01, 2016 | Mar. 31, 2017 | Jun. 30, 2016 |
Debt Instrument [Line Items] | |||
Fees related to amended and restated credit agreement | $ 20,300,000 | ||
Average interest rate on debt outstanding | 2.79% | ||
Credit agreement interest rate including effect of interest rate swaps | 2.80% | ||
Interest rate swap | |||
Debt Instrument [Line Items] | |||
Weighted average fixed interest rate | 0.86% | 0.86% | |
Derivative notional amount | $ 500,000,000 | $ 500,000,000 | |
Term Loan A 2 | |||
Debt Instrument [Line Items] | |||
Debt instrument, leverage ratio | 350.00% | ||
Term loan maturity date | Feb. 1, 2021 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Revolving credit facility maturity date | Feb. 1, 2021 | ||
Term Loan A | |||
Debt Instrument [Line Items] | |||
Term loan maturity date | Feb. 1, 2021 | ||
Term Loan A-1 | |||
Debt Instrument [Line Items] | |||
Term loan maturity date | Feb. 1, 2021 |
Long-Term Debt - Additional I73
Long-Term Debt - Additional Information - Revolving Credit Facility (Detail) - USD ($) | Feb. 01, 2016 | Mar. 31, 2017 |
Direct And Indirect Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Ownership percentage of direct and indirect guarantor subsidiary | 100.00% | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Revolving credit facility available | $ 702,700,000 | |
Revolving credit facility - maximum borrowing capacity | $ 900,000,000 | |
Letters of credit facility issued but undrawn | $ 49,300,000 | |
Revolving credit availability reduced by undrawn letters of credit | There were $49.3 million in letters of credit under the Revolving Credit Facility that were issued but undrawn, which have been included as a reduction to the calculation of available credit. | |
Minimum payment default amount that triggers a Cross default provision | $ 75,000,000 | |
Revolving Credit Facility | Prior Credit Agreement | ||
Debt Instrument [Line Items] | ||
Term loan maturity date | May 6, 2019 | |
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Description of interest rate options | The interest rates under the Amended and Restated Credit Agreement are based on the Company's consolidated leverage ratio | |
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.25% | |
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 3.00% | |
Revolving Credit Facility | Base Rate Margin | ||
Debt Instrument [Line Items] | ||
Description of interest rate options | The interest rates under the Credit Agreement are based on the Company's consolidated leverage ratio | |
Revolving Credit Facility | Base Rate Margin | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 0.25% | |
Revolving Credit Facility | Base Rate Margin | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 2.00% |
Long-Term Debt - Additional I74
Long-Term Debt - Additional Information - Term Loan A (Detail) - Term Loan A - USD ($) $ in Millions | Feb. 01, 2016 | May 06, 2014 | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||
Term loan maturity date | Feb. 1, 2021 | |||
Term loan - issuance amount | $ 300 | |||
Frequency of payments | Quarterly | |||
Term loans | $ 284.2 | $ 288 | ||
Prior Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Term loan maturity date | May 6, 2021 | |||
London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Description of interest rate options | The interest rates applicable to Term Loan A are based on the Company's consolidated leverage ratio | |||
London Interbank Offered Rate (LIBOR) | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.25% | |||
London Interbank Offered Rate (LIBOR) | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 3.00% | |||
Base Rate Margin | ||||
Debt Instrument [Line Items] | ||||
Description of interest rate options | The interest rates applicable to Term Loan A are based on the Company's consolidated leverage ratio | |||
Base Rate Margin | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.25% | |||
Base Rate Margin | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 2.00% |
Long-Term Debt - Additional I75
Long-Term Debt - Additional Information - Term Loan A-1 (Detail) - Term Loan A-1 - USD ($) $ in Millions | Feb. 01, 2016 | Jul. 29, 2014 | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||
Term loan maturity date | Feb. 1, 2021 | |||
Term loan - issuance amount | $ 200 | |||
Term loans | $ 177.5 | $ 180 | ||
Payment frequency | Quarterly | |||
London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Description of interest rate options | The interest rates applicable to Term Loan A-1are based on the Company's consolidated leverage ratio | |||
London Interbank Offered Rate (LIBOR) | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.25% | |||
London Interbank Offered Rate (LIBOR) | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 3.00% | |||
Base Rate Margin | ||||
Debt Instrument [Line Items] | ||||
Description of interest rate options | The interest rates applicable to Term Loan A-1are based on the Company's consolidated leverage ratio | |||
Base Rate Margin | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.25% | |||
Base Rate Margin | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 2.00% | |||
Prior Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Term loan maturity date | May 6, 2019 |
Long-Term Debt - Additional I76
Long-Term Debt - Additional Information - Term Loan A-2 (Detail) - Term Loan A 2 - USD ($) $ in Millions | Feb. 01, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||
Term loan maturity date | Feb. 1, 2021 | ||
Term loan - issuance amount | $ 1,025 | ||
Term loans | $ 999.4 | $ 1,005.8 | |
Payment frequency | Quarterly | ||
London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Description of interest rate options | The interest rates applicable to Term Loan A-2 are based on the Company's consolidated leverage ratio | ||
London Interbank Offered Rate (LIBOR) | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.25% | ||
London Interbank Offered Rate (LIBOR) | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 3.00% | ||
Base Rate Margin | |||
Debt Instrument [Line Items] | |||
Description of interest rate options | The interest rates applicable to Term Loan A-2 are based on the Company's consolidated leverage ratio | ||
Base Rate Margin | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.25% | ||
Base Rate Margin | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 2.00% |
Long-Term Debt - Additional I77
Long-Term Debt - Additional Information - 2022 Notes (Detail) - USD ($) $ in Millions | Mar. 11, 2014 | Mar. 31, 2017 | Mar. 31, 2014 |
2022 Notes | |||
Debt Instrument [Line Items] | |||
Gross proceeds from issuance of debt | $ 400 | ||
Underwriting discount | 6 | ||
Net proceeds from issuance of debt | $ 394 | ||
Stated debt interest rate | 4.875% | ||
Effective interest rate on senior notes | 4.99% | ||
Term loan maturity date | Mar. 15, 2022 | ||
Senior notes, early redemption description | In the event of a change in control of the Company, the Company will be required to make an offer to purchase the 2022 Notes at a purchase price equal to 101% of the principal amount of the 2022 Notes, plus accrued and unpaid interest up to the purchase date. | ||
Redemption prices, plus accrued and unpaid interest, Percentage | 101.00% | ||
2018 Notes | |||
Debt Instrument [Line Items] | |||
Stated debt interest rate | 7.75% | 7.75% | |
Term loan maturity date | Mar. 1, 2018 | ||
Debt Instrument, Redemption, Period Three | 2022 Notes | |||
Debt Instrument [Line Items] | |||
Senior notes, early redemption start date | Mar. 15, 2017 | ||
Senior notes, early redemption description | On or after March 15, 2017, the Company may redeem some or all of the 2022 Notes at redemption prices set forth in the Indenture. |
Long-Term Debt - Additional I78
Long-Term Debt - Additional Information - 2024 Notes (Detail) - USD ($) $ in Millions | Jan. 29, 2016 | Mar. 31, 2017 |
2024 Notes | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 775 | |
Stated debt interest rate | 6.00% | |
Term loan maturity date | Feb. 15, 2024 | |
Net proceeds from the issuance of the 2024 Notes | $ 760.7 | |
Effective interest rate on senior notes | 6.23% | |
Interest payment dates of 2024 Notes | February 15 and August 15 of each year | |
Senior notes, redemption rate of principal amount | 101.00% | |
2024 Notes | Debt Instrument, Redemption, Period One | ||
Debt Instrument [Line Items] | ||
Senior notes, early redemption description | The Company may redeem some or all of the 2024 Notes at any time on or after February 15, 2019 at the applicable redemption prices described in the Indenture plus accrued and unpaid interest, if any, up to but not including the redemption date | |
Senior notes, early redemption start date | Feb. 15, 2019 | |
2024 Notes | Debt Instrument, Redemption, Period Two | ||
Debt Instrument [Line Items] | ||
Senior notes, early redemption description | In addition, prior to February 15, 2019, the Company may redeem all or a portion of the 2024 Notes at a price equal to 100% of the principal amount plus the "make-whole" premium set forth in the Indenture plus accrued and unpaid interest, if any, up to but not including the redemption date. | |
Senior notes, redemption rate of principal amount | 100.00% | |
Senior notes, early redemption end date | Feb. 15, 2019 | |
2024 Notes | Debt Instrument, Redemption, Period Three | ||
Debt Instrument [Line Items] | ||
Senior notes, early redemption description | The Company may also redeem up to 40% of the 2024 Notes prior to February 15, 2019 with the net cash proceeds received from certain equity offerings at the redemption price set forth in the Indenture. | |
Senior notes, early redemption end date | Feb. 15, 2019 | |
Senior notes, redemption rate of principal amount | 40.00% | |
2022 Notes and 2024 Notes | ||
Debt Instrument [Line Items] | ||
Indenture accreted amount due and payable percentage | 25.00% |
Long-Term Debt - Additional I79
Long-Term Debt - Additional Information - Interest Rate Swap Agreements (Detail) - Interest rate swap - USD ($) | 1 Months Ended | |
Jun. 30, 2016 | Mar. 31, 2017 | |
Debt Instrument [Line Items] | ||
Derivative notional amount | $ 500,000,000 | $ 500,000,000 |
Weighted average fixed interest rate | 0.86% | 0.86% |
Derivative contract, term | 37 months | |
Derivative contract, date entered | Jan. 31, 2017 | |
Derivative contract, date matures | Feb. 28, 2020 | |
Minimum | ||
Debt Instrument [Line Items] | ||
Borrowing cost percentage on swapped principal | 2.11% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Borrowing cost percentage on swapped principal | 3.86% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Stockholders Equity Note [Line Items] | ||
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares issued | 56,900,000 | 56,800,000 |
Common stock, shares outstanding | 56,900,000 | 56,800,000 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Summary of Effect of Share-Base
Summary of Effect of Share-Based Compensation Awards on Weighted Average Number of Shares Outstanding Used in Calculating Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Schedule of Weighted Average Number of Diluted Shares Outstanding [Line Items] | |||
Net income (loss) | $ 28.2 | $ (3.2) | |
Weighted average common shares outstanding | 56.9 | 52.7 | |
Assumed exercise/vesting of equity awards | [1] | 0.7 | |
Weighted average diluted common shares outstanding | 57.6 | 52.7 | |
Net earnings (loss) per basic share | $ 0.50 | $ (0.06) | |
Net earnings (loss) per diluted share | $ 0.49 | $ (0.06) | |
[1] | Incremental shares from equity awards are computed using the treasury stock method. For the three months ended March 31, 2016, weighted average common shares outstanding is the same for the computations of basic and diluted earnings per share because the Company had a net loss for the period. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 1.6 million and 0.8 million for the three months ended March 31, 2017 and 2016, respectively. |
Summary of Effect of Share-Ba82
Summary of Effect of Share-Based Compensation Awards on Weighted Average Number of Shares Outstanding Used in Calculating Diluted Earnings Per Share (Parenthetical) (Detail) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Schedule of Weighted Average Number of Diluted Shares Outstanding [Line Items] | ||
Equity awards, excluded from computation of diluted earnings | 1.6 | 0.8 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Feb. 14, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 7.5 | $ 6.2 | |
Tax benefit recognized related to the compensation cost of share-based awards | 2.8 | $ 2.2 | |
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation costs, unrecognized | $ 19.9 | ||
Compensation costs, recognition weighted average remaining period (in years) | 2 years 4 months 24 days | ||
Weighted average expected volatility | 26.70% | ||
Weighted average risk-free interest rate | 2.80% | ||
Expected term | 6 years | ||
Weighted average grant date fair | $ 24.84 | ||
Director Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of restricted stock units, earned and deferred | 89,000 | ||
Employee Restricted Stock Units and Director Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation costs, unrecognized | $ 43.5 | ||
Compensation costs, recognition weighted average remaining period (in years) | 2 years 3 months 18 days | ||
Performance Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation costs, unrecognized | $ 16.9 | ||
Compensation costs, recognition weighted average remaining period (in years) | 2 years 7 months 6 days | ||
Share based compensation arrangement, award vesting period | 3 years | ||
Performance Units | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Predefined percentage for calculation of performance unit awards | 0.00% | ||
Performance Units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Predefined percentage for calculation of performance unit awards | 200.00% | ||
TreeHouse Foods, Inc. Equity and Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity and Incentive Plan, additional shares available for issuance | 3,800,000 | ||
Maximum number of shares available to be awarded | 16,100,000 | ||
Shares available | 4,600,000 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Employee And Director Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, Beginning Balance | $ 64.77 | |
Granted | 84.56 | |
Forfeited | 87.57 | |
Exercised | 49.52 | |
Expired | 0 | |
Outstanding, Ending Balance | 69.12 | $ 64.77 |
Vested/expected to vest, at March 31, 2017 | 68.24 | |
Exercisable, at March 31, 2017 | $ 53.21 | |
Outstanding, Ending Balance | 6 years 7 months 6 days | 5 years 9 months 18 days |
Vested/expected to vest, at March 31, 2017 | 6 years 4 months 24 days | |
Exercisable, at March 31, 2017 | 4 years 3 months 18 days | |
Outstanding, Beginning Balance | $ 28,900 | |
Outstanding, Ending Balance | 41,900 | $ 28,900 |
Vested/expected to vest, at March 31, 2017 | 41,800 | |
Exercisable, at March 31, 2017 | $ 39,500 | |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, Beginning Balance | 2,069 | |
Granted | 431 | |
Forfeited | (13) | |
Exercised | (128) | |
Expired | 0 | |
Outstanding, Ending Balance | 2,359 | 2,069 |
Vested/expected to vest, at March 31, 2017 | 2,252 | |
Exercisable, at March 31, 2017 | 1,245 | |
Director Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, Beginning Balance | 20 | |
Exercised | (8) | |
Expired | 0 | |
Outstanding, Ending Balance | 12 | 20 |
Vested/expected to vest, at March 31, 2017 | 12 | |
Exercisable, at March 31, 2017 | 12 |
Summary of Employee and Directo
Summary of Employee and Director Stock Option Highlights (Detail) - Employee And Director Stock Option - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ 1.8 | $ 1.6 |
Intrinsic value of stock options exercised | 4.5 | 1.3 |
Tax benefit recognized from stock option exercises | $ 1.7 | $ 0.4 |
Summary of Restricted Stock and
Summary of Restricted Stock and Restricted Stock Unit Activity (Detail) shares in Thousands | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Employee Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning Balance | shares | 516 |
Granted | shares | 239 |
Vested | shares | (38) |
Forfeited | shares | (8) |
Ending Balance | shares | 709 |
Beginning Balance | $ / shares | $ 87.03 |
Granted | $ / shares | 84 |
Vested | $ / shares | 80.21 |
Forfeited | $ / shares | 86.98 |
Ending Balance | $ / shares | $ 86.37 |
Director Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning Balance | shares | 104 |
Granted | shares | 16 |
Ending Balance | shares | 120 |
Beginning Balance | $ / shares | $ 57.78 |
Granted | $ / shares | 84.66 |
Ending Balance | $ / shares | $ 61.43 |
Summary of Employee and Direc87
Summary of Employee and Director Restricted Stock and Restricted Stock Highlights (Detail) - Employee Restricted Stock Units and Director Restricted Stock Units - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ 4.7 | $ 3.5 |
Fair value of vested restricted stock units | 2.9 | 0.2 |
Tax benefit recognized from vested restricted stock units | $ 1.1 | $ 0.1 |
Summary of Performance Unit Act
Summary of Performance Unit Activity (Detail) - Performance Units shares in Thousands | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning Balance | shares | 246 |
Granted | shares | 115 |
Vested | shares | 0 |
Forfeited | shares | (1) |
Ending Balance | shares | 360 |
Beginning Balance | $ / shares | $ 85.16 |
Granted | $ / shares | 84.66 |
Vested | $ / shares | 0 |
Forfeited | $ / shares | 89.89 |
Ending Balance | $ / shares | $ 84.99 |
Summary of Performance Unit Hig
Summary of Performance Unit Highlights (Detail) - Performance Units - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ 1 | $ 1.1 |
Fair value of vested performance units | 0 | 0 |
Tax benefit recognized from performance units vested | $ 0 | $ 0 |
Components of Accumulated Other
Components of Accumulated Other Comprehensive Loss Net of Tax Except for Foreign Currency Translation Adjustment (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | $ 2,503.3 | $ (113.5) | |
Other comprehensive income | 3.6 | 24.3 | |
Reclassifications from accumulated other comprehensive loss | 0.3 | 0.3 | |
Other comprehensive income | 3.9 | 24.6 | |
Ending Balance | 2,548.6 | ||
Foreign Currency Translation | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | [1] | (89.4) | (100.5) |
Other comprehensive income | [1] | 3.6 | 24.3 |
Other comprehensive income | [1] | 3.6 | 24.3 |
Ending Balance | [1] | (85.8) | (76.2) |
Unrecognized Pension and Postretirement Benefits | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | [2] | (11.9) | (13) |
Reclassifications from accumulated other comprehensive loss | [2] | 0.3 | 0.3 |
Other comprehensive income | [2] | 0.3 | 0.3 |
Ending Balance | [2] | (11.6) | (12.7) |
Accumulated Other Comprehensive Loss | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (101.3) | ||
Ending Balance | $ (97.4) | $ (88.9) | |
[1] | The foreign currency translation adjustment is not net of tax, as it pertains to the Company's permanent investment in its foreign subsidiaries. | ||
[2] | The unrecognized pension and postretirement benefits reclassification is presented net of tax of $0.2 million and $0.1 million for the three months ended March 31, 2017 and 2016, respectively. The reclassification is included in the computation of net periodic pension and postretirement cost, which is recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Operations. |
Components of Accumulated Oth91
Components of Accumulated Other Comprehensive Loss Net of Tax Except for Foreign Currency Translation Adjustment (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Pension and postretirement reclassification adjustment, tax | $ 0.2 | $ 0.1 |
Reclassifications from Accumula
Reclassifications from Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Reclassifications from accumulated other comprehensive loss, Net of tax | $ 0.3 | $ 0.3 | |
Prior service costs | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Reclassifications from accumulated other comprehensive loss, before tax | [1] | 0.1 | 0.1 |
Unrecognized net loss | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Reclassifications from accumulated other comprehensive loss, before tax | [1] | 0.4 | 0.3 |
Unrecognized Pension and Postretirement Benefits | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Reclassifications from accumulated other comprehensive loss, before tax | 0.5 | 0.4 | |
Income taxes | 0.2 | 0.1 | |
Reclassifications from accumulated other comprehensive loss, Net of tax | [2] | $ 0.3 | $ 0.3 |
[1] | These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost, and are recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Operations. | ||
[2] | The unrecognized pension and postretirement benefits reclassification is presented net of tax of $0.2 million and $0.1 million for the three months ended March 31, 2017 and 2016, respectively. The reclassification is included in the computation of net periodic pension and postretirement cost, which is recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Operations. |
Summary of Net Periodic Cost of
Summary of Net Periodic Cost of Pension and Postretirement Benefit Plans (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Pension Benefits | ||
Components of net periodic costs: | ||
Service cost | $ 1.2 | $ 1 |
Interest cost | 4 | 3 |
Expected return on plan assets | (4.7) | (3.2) |
Amortization of unrecognized prior service cost | 0.1 | 0.1 |
Amortization of unrecognized net loss | 0.4 | 0.3 |
Net periodic pension cost | 1 | 1.2 |
Postretirement Benefits | ||
Components of net periodic costs: | ||
Interest cost | 0.3 | 0.2 |
Net periodic pension cost | $ 0.3 | $ 0.2 |
Employee Retirement and Postr94
Employee Retirement and Postretirement Benefits - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Pension Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
Expected contribution for benefit plans in the remaining current fiscal year | $ 0 |
Postretirement Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
Expected contribution for benefit plans in the remaining current fiscal year | $ 1,600,000 |
Other Operating Expense, Net (D
Other Operating Expense, Net (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Other Operating Income Expense Net [Line Items] | ||
Restructuring | $ 6.8 | $ 1.6 |
Other | 0.1 | |
Total other operating expense, net | $ 6.8 | $ 1.7 |
Supplemental Cash Flow Inform96
Supplemental Cash Flow Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Schedule of Cash Flow, Supplemental [Line Items] | ||
Interest paid | $ 43.7 | $ 17.9 |
Income taxes paid | 6.2 | 14.6 |
Accrued purchase of property and equipment | 12.3 | 13.9 |
Accrued other intangible assets | $ 5.7 | $ 1.9 |
Supplemental Cash Flow Inform97
Supplemental Cash Flow Information - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Schedule of Cash Flow, Supplemental [Line Items] | ||
Non-cash financing activities related to vesting of restricted stock, restricted stock units, and performance stock units | $ 2.9 | $ 0.2 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) | 1 Months Ended | 3 Months Ended |
Jun. 30, 2016USD ($) | Mar. 31, 2017USD ($)galMWlbDTH | |
Interest rate swap | ||
Derivative [Line Items] | ||
Derivative notional amount | $ 500,000,000 | $ 500,000,000 |
Weighted average fixed interest rate | 0.86% | 0.86% |
Derivative contract, term | 37 months | |
Derivative contract, date entered | Jan. 31, 2017 | |
Derivative contract, date matures | Feb. 28, 2020 | |
Electricity Contract | ||
Derivative [Line Items] | ||
Derivative, expiration period | Throughout 2017 and early 2018 | |
Notional amount outstanding | MW | 76,608 | |
Diesel Contract | ||
Derivative [Line Items] | ||
Derivative, expiration period | Throughout 2,017 | |
Notional amount outstanding | gal | 15,600,000 | |
Natural Gas Contract | ||
Derivative [Line Items] | ||
Derivative, expiration period | Throughout 2,017 | |
Notional amount outstanding | DTH | 700,000 | |
Soybean Oil | ||
Derivative [Line Items] | ||
Derivative, expiration period | Throughout 2,017 | |
Notional amount outstanding | lb | 32,000,000 | |
Foreign Currency Contract | ||
Derivative [Line Items] | ||
Derivative notional amount | $ 30,900,000 | |
Derivative, expiration period | Throughout 2,017 |
Derivative, Fair Value, and Loc
Derivative, Fair Value, and Location on Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Derivatives, Fair Value [Line Items] | ||
Asset derivative, fair value | $ 12.7 | $ 12.1 |
Liability derivative, fair value | 1.3 | 0.5 |
Foreign Currency Contract | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivative, fair value | 0.6 | 0.7 |
Commodity contracts | Accounts payable and accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivative, fair value | 1.3 | 0.5 |
Commodity contracts | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivative, fair value | 0.7 | 1 |
Interest rate swap | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivative, fair value | $ 11.4 | $ 10.4 |
Gains and Losses on Derivative
Gains and Losses on Derivative Contracts (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Mark to market unrealized gain (loss), commodity and derivative | $ (0.2) | $ (4.7) |
Realized gain (loss) | 0.6 | (0.2) |
Total gain (loss) | 0.4 | (4.9) |
Commodity contracts | Other expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Mark to market unrealized gain (loss), commodity | (1.1) | 0.4 |
Commodity contracts | Selling and distribution | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Realized gain (loss) | 0.5 | (1) |
Foreign Currency Contract | Other expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Mark to market unrealized gain (loss), derivative | (0.1) | (5.1) |
Foreign Currency Contract | Cost of sales | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Realized gain (loss) | 0.2 | $ 0.8 |
Interest rate swap | Other expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Mark to market unrealized gain (loss), derivative | 1 | |
Interest rate swap | Interest expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Realized gain (loss) | $ (0.1) |
Carrying Value and Fair Value o
Carrying Value and Fair Value of Financial Instruments (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Carrying Value | Fair Value, Inputs, Level 2 | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Revolving Credit Facility | $ (148) | $ (170) |
Carrying Value | Fair Value, Inputs, Level 2 | Term Loan A | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (284.2) | (288) |
Carrying Value | Fair Value, Inputs, Level 2 | Term Loan A-1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (177.5) | (180) |
Carrying Value | Fair Value, Inputs, Level 2 | Term Loan A 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (999.4) | (1,005.8) |
Carrying Value | Fair Value, Inputs, Level 2 | 2022 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes | (400) | (400) |
Carrying Value | Fair Value, Inputs, Level 2 | 2024 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes | (775) | (775) |
Carrying Value | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 11.3 | 10.4 |
Carrying Value | Fair Value, Measurements, Recurring | Commodity contracts | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets (liability) | (0.6) | 0.5 |
Carrying Value | Fair Value, Measurements, Recurring | Foreign Currency Contract | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets (liability) | 0.6 | 0.7 |
Carrying Value | Fair Value, Measurements, Recurring | Interest rate swap | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets (liability) | 11.4 | 10.4 |
Fair Value | Fair Value, Inputs, Level 2 | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Revolving Credit Facility | (145.9) | (167.1) |
Fair Value | Fair Value, Inputs, Level 2 | Term Loan A | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (284.6) | (288.1) |
Fair Value | Fair Value, Inputs, Level 2 | Term Loan A-1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (177.8) | (180.3) |
Fair Value | Fair Value, Inputs, Level 2 | Term Loan A 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (1,001) | (1,007.4) |
Fair Value | Fair Value, Inputs, Level 2 | 2022 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes | (411) | (410) |
Fair Value | Fair Value, Inputs, Level 2 | 2024 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes | (811.8) | (809.9) |
Fair Value | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 11.3 | 10.4 |
Fair Value | Fair Value, Measurements, Recurring | Commodity contracts | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets (liability) | (0.6) | 0.5 |
Fair Value | Fair Value, Measurements, Recurring | Foreign Currency Contract | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets (liability) | 0.6 | 0.7 |
Fair Value | Fair Value, Measurements, Recurring | Interest rate swap | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets (liability) | $ 11.4 | $ 10.4 |
Financial Information Relating
Financial Information Relating to Reportable Segments (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Segment Reporting Information [Line Items] | |||
Net sales | $ 1,536.2 | $ 1,270.2 | |
Direct operating income | 178.8 | 157.8 | |
Selling, general, and administrative expenses | (183.7) | (180.1) | |
Cost of sales | (1,249.8) | (1,045.6) | |
Operating (loss) income | 67.3 | 19 | |
Other expense | (27.6) | (23.8) | |
Income (loss) before income taxes | 39.7 | (4.8) | |
Baked Goods | |||
Segment Reporting Information [Line Items] | |||
Net sales | 341.1 | 219.5 | |
Direct operating income | 41.9 | 28.8 | |
Beverages | |||
Segment Reporting Information [Line Items] | |||
Net sales | 268 | 224.9 | |
Direct operating income | 58.7 | 57.7 | |
Condiments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 310.1 | 295.6 | |
Direct operating income | 31.7 | 35.1 | |
Meals | |||
Segment Reporting Information [Line Items] | |||
Net sales | 324 | 272.4 | |
Direct operating income | 34 | 26.4 | |
Snacks | |||
Segment Reporting Information [Line Items] | |||
Net sales | 290.6 | 257.8 | |
Direct operating income | 12.5 | 9.8 | |
Unallocated Amount to Segment | |||
Segment Reporting Information [Line Items] | |||
Net sales | 2.4 | ||
Selling, general, and administrative expenses | (80) | (100.7) | |
Cost of sales | [1] | 1.5 | (12.6) |
Unallocated corporate expense and other | $ (33) | $ (25.5) | |
[1] | Includes charges related to restructurings and other costs managed at corporate. |
Segment and Geographic Infor103
Segment and Geographic Information and Major Customers - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Sales Revenue, Net | Customer Concentration Risk | Walmart Stores, Inc. and affiliates | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 20.50% | 18.80% |
Outside of the United States | Sales Revenue, Net | Customer Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 8.30% | 8.70% |
Outside of the United States | Property, Plant and Equipment | Geographic Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 11.00% | 10.80% |
Canada | Sales Revenue, Net | Geographic Concentration Risk | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 6.60% | 7.30% |
Net Sale by Major Products (Det
Net Sale by Major Products (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 1,536.2 | $ 1,270.2 |
Dressings and Sauces | ||
Segment Reporting Information [Line Items] | ||
Net sales | 237.3 | 221.3 |
Cereals and Other Meals | ||
Segment Reporting Information [Line Items] | ||
Net sales | 190.4 | 169.9 |
Snacks | ||
Segment Reporting Information [Line Items] | ||
Net sales | 187.7 | 142.3 |
Beverages | ||
Segment Reporting Information [Line Items] | ||
Net sales | 183.1 | 144.1 |
Retail Bakery | ||
Segment Reporting Information [Line Items] | ||
Net sales | 182.6 | 113.3 |
Baked Products | ||
Segment Reporting Information [Line Items] | ||
Net sales | 158.5 | 106.2 |
Pasta and Dry Dinners | ||
Segment Reporting Information [Line Items] | ||
Net sales | 133.6 | 102.5 |
Trail Mix and Bars | ||
Segment Reporting Information [Line Items] | ||
Net sales | 105.3 | 115.5 |
Beverage Enhancers | ||
Segment Reporting Information [Line Items] | ||
Net sales | 84.9 | 80.8 |
Pickles | ||
Segment Reporting Information [Line Items] | ||
Net sales | $ 72.8 | $ 74.3 |
Condensed Supplemental Consolid
Condensed Supplemental Consolidating Balance Sheet (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||||
Cash and cash equivalents | $ 67.2 | $ 62.1 | $ 61.1 | $ 34.9 |
Investments | 11.3 | 10.4 | ||
Accounts receivable, net | 384.3 | 429 | ||
Inventories, net | 989.5 | 978 | ||
Assets held for sale | 3.6 | 3.6 | ||
Prepaid expenses and other current assets | 68 | 77.6 | ||
Total current assets | 1,523.9 | 1,560.7 | ||
Property, plant, and equipment, net | 1,338.3 | 1,359.3 | ||
Goodwill | 2,451.1 | 2,447.2 | ||
Intangible and other assets, net | 1,161.7 | 1,178.6 | ||
Total assets | 6,475 | 6,545.8 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 549.2 | 626.8 | ||
Current portion of long-term debt | 79.6 | 66.4 | ||
Total current liabilities | 628.8 | 693.2 | ||
Long-term debt | 2,677.1 | 2,724.8 | ||
Deferred income taxes | 403 | 422.2 | ||
Other long-term liabilities | 217.5 | 202.3 | ||
Stockholders' equity | 2,548.6 | 2,503.3 | (113.5) | |
Total liabilities and stockholders' equity | 6,475 | 6,545.8 | ||
Eliminations | ||||
Current assets: | ||||
Investment in subsidiaries | (5,628) | (5,550.9) | ||
Deferred income taxes | (22.1) | (20.7) | ||
Total assets | (5,650.1) | (5,571.6) | ||
Current liabilities: | ||||
Deferred income taxes | (22.1) | (20.7) | ||
Stockholders' equity | (5,628) | (5,550.9) | ||
Total liabilities and stockholders' equity | (5,650.1) | (5,571.6) | ||
Parent Company | ||||
Current assets: | ||||
Cash and cash equivalents | 10.4 | |||
Accounts receivable, net | 0.3 | |||
Prepaid expenses and other current assets | 33.6 | 23.6 | ||
Total current assets | 33.9 | 23.6 | ||
Property, plant, and equipment, net | 30.4 | 31.3 | ||
Investment in subsidiaries | 5,100.3 | 5,031.5 | ||
Intercompany accounts receivable (payable), net | 126.1 | 199.6 | ||
Deferred income taxes | 22.1 | 20.7 | ||
Intangible and other assets, net | 59.4 | 53.9 | ||
Total assets | 5,372.2 | 5,360.6 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 59.6 | 61.3 | ||
Current portion of long-term debt | 77.5 | 63.1 | ||
Total current liabilities | 137.1 | 124.4 | ||
Long-term debt | 2,674.9 | 2,722.3 | ||
Other long-term liabilities | 11.6 | 10.6 | ||
Stockholders' equity | 2,548.6 | 2,503.3 | ||
Total liabilities and stockholders' equity | 5,372.2 | 5,360.6 | ||
Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 0.8 | 0.2 | 1.6 | 0.1 |
Accounts receivable, net | 332.9 | 372.9 | ||
Inventories, net | 880.7 | 869.6 | ||
Assets held for sale | 3.6 | 3.6 | ||
Prepaid expenses and other current assets | 16.3 | 36.7 | ||
Total current assets | 1,234.3 | 1,283 | ||
Property, plant, and equipment, net | 1,161.2 | 1,181 | ||
Goodwill | 2,333.7 | 2,330.8 | ||
Investment in subsidiaries | 527.7 | 519.4 | ||
Intercompany accounts receivable (payable), net | (121.2) | (196.9) | ||
Intangible and other assets, net | 997.7 | 1,018 | ||
Total assets | 6,133.4 | 6,135.3 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 429 | 493.1 | ||
Current portion of long-term debt | 2 | 3.2 | ||
Total current liabilities | 431 | 496.3 | ||
Long-term debt | 2 | 2.2 | ||
Deferred income taxes | 398.9 | 418.3 | ||
Other long-term liabilities | 201.2 | 187 | ||
Stockholders' equity | 5,100.3 | 5,031.5 | ||
Total liabilities and stockholders' equity | 6,133.4 | 6,135.3 | ||
Non-Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 66.4 | 61.9 | $ 59.5 | $ 24.4 |
Investments | 11.3 | 10.4 | ||
Accounts receivable, net | 51.1 | 56.1 | ||
Inventories, net | 108.8 | 108.4 | ||
Prepaid expenses and other current assets | 18.1 | 17.3 | ||
Total current assets | 255.7 | 254.1 | ||
Property, plant, and equipment, net | 146.7 | 147 | ||
Goodwill | 117.4 | 116.4 | ||
Intercompany accounts receivable (payable), net | (4.9) | (2.7) | ||
Intangible and other assets, net | 104.6 | 106.7 | ||
Total assets | 619.5 | 621.5 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 60.6 | 72.4 | ||
Current portion of long-term debt | 0.1 | 0.1 | ||
Total current liabilities | 60.7 | 72.5 | ||
Long-term debt | 0.2 | 0.3 | ||
Deferred income taxes | 26.2 | 24.6 | ||
Other long-term liabilities | 4.7 | 4.7 | ||
Stockholders' equity | 527.7 | 519.4 | ||
Total liabilities and stockholders' equity | $ 619.5 | $ 621.5 |
Condensed Supplemental Conso106
Condensed Supplemental Consolidating Statement of Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net sales | $ 1,536.2 | $ 1,270.2 |
Cost of sales | 1,249.8 | 1,045.6 |
Gross profit | 286.4 | 224.6 |
Selling, general and administrative expense | 183.7 | 180.1 |
Amortization expense | 28.6 | 23.8 |
Other operating expense, net | 6.8 | 1.7 |
Operating (loss) income | 67.3 | 19 |
Interest expense | 29.7 | 25.7 |
Interest income | (2.8) | (2.8) |
Other expense (income), net | 0.7 | 0.9 |
Income (loss) before income taxes | 39.7 | (4.8) |
Income taxes (benefit) | 11.5 | (1.6) |
Net income (loss) | 28.2 | (3.2) |
Eliminations | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net sales | (83.2) | (68.4) |
Cost of sales | (83.2) | (68.4) |
Interest expense | (2.9) | (1.1) |
Interest income | 2.9 | 1.1 |
Equity in net income (loss) of subsidiaries | (70.1) | (45.1) |
Net income (loss) | (70.1) | (45.1) |
Parent Company | ||
Condensed Financial Statements, Captions [Line Items] | ||
Selling, general and administrative expense | 27.5 | 53.7 |
Amortization expense | 2.9 | 2.2 |
Operating (loss) income | (30.4) | (55.9) |
Interest expense | 31.2 | 25.4 |
Interest income | (2.2) | (2.2) |
Other expense (income), net | 0.1 | |
Income (loss) before income taxes | (59.5) | (79.1) |
Income taxes (benefit) | (22.8) | (30) |
Equity in net income (loss) of subsidiaries | 64.9 | 45.9 |
Net income (loss) | 28.2 | (3.2) |
Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net sales | 1,455.4 | 1,204.8 |
Cost of sales | 1,188.4 | 997.1 |
Gross profit | 267 | 207.7 |
Selling, general and administrative expense | 146.6 | 116.4 |
Amortization expense | 23.4 | 19.4 |
Other operating expense, net | 6.6 | 1.3 |
Operating (loss) income | 90.4 | 70.6 |
Interest expense | 0.2 | (0.1) |
Interest income | (2.9) | (1.3) |
Other expense (income), net | (4.7) | |
Income (loss) before income taxes | 93.1 | 76.7 |
Income taxes (benefit) | 33.4 | 30 |
Equity in net income (loss) of subsidiaries | 5.2 | (0.8) |
Net income (loss) | 64.9 | 45.9 |
Non-Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net sales | 164 | 133.8 |
Cost of sales | 144.6 | 116.9 |
Gross profit | 19.4 | 16.9 |
Selling, general and administrative expense | 9.6 | 10 |
Amortization expense | 2.3 | 2.2 |
Other operating expense, net | 0.2 | 0.4 |
Operating (loss) income | 7.3 | 4.3 |
Interest expense | 1.2 | 1.5 |
Interest income | (0.6) | (0.4) |
Other expense (income), net | 0.6 | 5.6 |
Income (loss) before income taxes | 6.1 | (2.4) |
Income taxes (benefit) | 0.9 | (1.6) |
Net income (loss) | $ 5.2 | $ (0.8) |
Condensed Supplemental Conso107
Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | $ 28.2 | $ (3.2) | |
Other comprehensive income: | |||
Foreign currency translation adjustments | 3.6 | 24.3 | |
Pension and postretirement reclassification adjustment, net of tax | [1] | 0.3 | 0.3 |
Other comprehensive income | 3.9 | 24.6 | |
Comprehensive income | 32.1 | 21.4 | |
Eliminations | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | (70.1) | (45.1) | |
Other comprehensive income: | |||
Equity in other comprehensive income (loss) of subsidiaries | (7.5) | (48.9) | |
Comprehensive income | (77.6) | (94) | |
Parent Company | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | 28.2 | (3.2) | |
Other comprehensive income: | |||
Equity in other comprehensive income (loss) of subsidiaries | 3.9 | 24.6 | |
Comprehensive income | 32.1 | 21.4 | |
Guarantor Subsidiaries | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | 64.9 | 45.9 | |
Other comprehensive income: | |||
Pension and postretirement reclassification adjustment, net of tax | 0.3 | 0.3 | |
Other comprehensive income | 0.3 | 0.3 | |
Equity in other comprehensive income (loss) of subsidiaries | 3.6 | 24.3 | |
Comprehensive income | 68.8 | 70.5 | |
Non-Guarantor Subsidiaries | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | 5.2 | (0.8) | |
Other comprehensive income: | |||
Foreign currency translation adjustments | 3.6 | 24.3 | |
Other comprehensive income | 3.6 | 24.3 | |
Comprehensive income | $ 8.8 | $ 23.5 | |
[1] | Net of tax of $0.2 and $0.1 for the three months ended March 31, 2017 and 2016, respectively. |
Condensed Supplemental Conso108
Condensed Supplemental Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | $ 78.5 | $ 110.9 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (34.7) | (24.9) |
Additions to intangible assets | (8.7) | (2) |
Acquisitions, less cash acquired | (2,640.2) | |
Proceeds from sale of fixed assets | 0.2 | 0.1 |
Other | (0.3) | (0.3) |
Net cash (used in) provided by investing activities | (43.5) | (2,667.3) |
Cash flows from financing activities: | ||
Net borrowing (repayment) of debt | (36.1) | 1,776.8 |
Payment of deferred financing costs | (34.3) | |
Net proceeds from issuance of common stock | 835.1 | |
Receipts related to stock-based award activities | 6.7 | 1.9 |
Payments related to stock-based award activities | (0.9) | (0.1) |
Net cash (used in) provided by financing activities | (30.3) | 2,579.4 |
Effect of exchange rate changes on cash and cash equivalents | 0.4 | 3.2 |
(Decrease) increase in cash and cash equivalents | 5.1 | 26.2 |
Cash and cash equivalents, beginning of period | 62.1 | 34.9 |
Cash and cash equivalents, end of period | 67.2 | 61.1 |
Eliminations | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | (69.3) | (26) |
Cash flows from investing activities: | ||
Intercompany transfer | 65.1 | (96.6) |
Net cash (used in) provided by investing activities | 65.1 | (96.6) |
Cash flows from financing activities: | ||
Intercompany transfer | 4.2 | 122.6 |
Net cash (used in) provided by financing activities | 4.2 | 122.6 |
Parent Company | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | 44.6 | 3 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (1.1) | (0.1) |
Additions to intangible assets | (8.2) | (2) |
Intercompany transfer | (34.1) | 93.8 |
Acquisitions, less cash acquired | (2,683.5) | |
Net cash (used in) provided by investing activities | (43.4) | (2,591.8) |
Cash flows from financing activities: | ||
Net borrowing (repayment) of debt | (34.7) | 1,777.6 |
Payment of deferred financing costs | (34.3) | |
Intercompany transfer | 27.7 | (1.8) |
Net proceeds from issuance of common stock | 835.1 | |
Receipts related to stock-based award activities | 6.7 | 1.9 |
Payments related to stock-based award activities | (0.9) | (0.1) |
Net cash (used in) provided by financing activities | (1.2) | 2,578.4 |
(Decrease) increase in cash and cash equivalents | (10.4) | |
Cash and cash equivalents, beginning of period | 10.4 | |
Guarantor Subsidiaries | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | 97.7 | 153 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (30.5) | (23.7) |
Additions to intangible assets | (0.5) | |
Intercompany transfer | (31) | 2.8 |
Acquisitions, less cash acquired | 0.3 | |
Proceeds from sale of fixed assets | 0.2 | 0.1 |
Net cash (used in) provided by investing activities | (61.8) | (20.5) |
Cash flows from financing activities: | ||
Net borrowing (repayment) of debt | (1.4) | (0.8) |
Intercompany transfer | (33.9) | (130.2) |
Net cash (used in) provided by financing activities | (35.3) | (131) |
(Decrease) increase in cash and cash equivalents | 0.6 | 1.5 |
Cash and cash equivalents, beginning of period | 0.2 | 0.1 |
Cash and cash equivalents, end of period | 0.8 | 1.6 |
Non-Guarantor Subsidiaries | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | 5.5 | (19.1) |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (3.1) | (1.1) |
Acquisitions, less cash acquired | 43 | |
Other | (0.3) | (0.3) |
Net cash (used in) provided by investing activities | (3.4) | 41.6 |
Cash flows from financing activities: | ||
Intercompany transfer | 2 | 9.4 |
Net cash (used in) provided by financing activities | 2 | 9.4 |
Effect of exchange rate changes on cash and cash equivalents | 0.4 | 3.2 |
(Decrease) increase in cash and cash equivalents | 4.5 | 35.1 |
Cash and cash equivalents, beginning of period | 61.9 | 24.4 |
Cash and cash equivalents, end of period | $ 66.4 | $ 59.5 |