Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-32504 | |
Entity Registrant Name | TreeHouse Foods, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-2311383 | |
Entity Address, Address Line One | 2021 Spring Road, Suite 600 | |
Entity Address, City or Town | Oak Brook | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60523 | |
City Area Code | 708 | |
Local Phone Number | 483-1300 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | THS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 56,509,230 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001320695 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 365.1 | $ 202.3 |
Receivables, net | 268.4 | 270.6 |
Inventories | 664.1 | 544 |
Prepaid expenses and other current assets | 128.7 | 44.5 |
Assets held for sale | 0 | 27 |
Assets of discontinued operations | 125.5 | 131.1 |
Total current assets | 1,551.8 | 1,219.5 |
Property, plant, and equipment, net | 1,013.4 | 1,045.2 |
Operating lease right-of-use assets | 162.6 | 175.3 |
Goodwill | 2,115.1 | 2,107.3 |
Intangible assets, net | 513.3 | 554.7 |
Other assets, net | 29.7 | 37.4 |
Total assets | 5,385.9 | 5,139.4 |
Current liabilities: | ||
Accounts payable | 555 | 508.4 |
Accrued expenses | 342.5 | 273.2 |
Current portion of long-term debt | 15.6 | 15.3 |
Liabilities of discontinued operations | 7.5 | 16.5 |
Total current liabilities | 920.6 | 813.4 |
Long-term debt | 2,201.5 | 2,091.7 |
Operating lease liabilities | 144.5 | 158.5 |
Deferred income taxes | 150.7 | 101.5 |
Other long-term liabilities | 141.3 | 143.4 |
Total liabilities | 3,558.6 | 3,308.5 |
Commitments and contingencies (Note 14) | ||
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, 56.5 and 56.2 shares issued and outstanding, respectively | 0.6 | 0.6 |
Treasury stock | (83.3) | (83.3) |
Additional paid-in capital | 2,174 | 2,154.6 |
Accumulated deficit | (177.6) | (157) |
Accumulated other comprehensive loss | (86.4) | (84) |
Total stockholders’ equity | 1,827.3 | 1,830.9 |
Total liabilities and stockholders’ equity | $ 5,385.9 | $ 5,139.4 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 90,000,000 | 90,000,000 |
Common stock, shares issued (in shares) | 56,500,000 | 56,200,000 |
Common stock, shares outstanding (in shares) | 56,500,000 | 56,200,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Income Statement [Abstract] | |||||
Net sales | $ 1,045.7 | $ 1,057.3 | $ 3,172.5 | $ 3,149.4 | |
Cost of sales | 857.5 | 871 | 2,598.2 | 2,577.7 | |
Gross profit | 188.2 | 186.3 | 574.3 | 571.7 | |
Operating expenses: | |||||
Selling and distribution | 59.8 | 61.2 | 187.9 | 191.2 | |
General and administrative | 51 | 51.5 | 188.3 | 199.9 | |
Amortization expense | 17.6 | 17.7 | 52.5 | 56.4 | |
Asset impairment | 0 | 88 | 0 | 88 | |
Other operating expense, net | 20 | 23.5 | 50.3 | 84.2 | |
Total operating expenses | 148.4 | 241.9 | 479 | 619.7 | |
Operating income (loss) | 39.8 | (55.6) | 95.3 | (48) | |
Other expense: | |||||
Interest expense | 26.9 | 27.3 | 77.9 | 78.5 | |
Loss on extinguishment of debt | 1.2 | 0 | 1.2 | 0 | |
(Gain) loss on foreign currency exchange | (3.8) | 0.4 | 4.1 | (1.3) | |
Other (income) expense, net | (6.9) | 14.1 | 51.5 | 50.5 | |
Total other expense | 17.4 | 41.8 | 134.7 | 127.7 | |
Income (loss) before income taxes | 22.4 | (97.4) | (39.4) | (175.7) | |
Income tax expense (benefit) | 11 | (36.4) | (15.4) | (50.1) | |
Net income (loss) from continuing operations | 11.4 | (61) | (24) | (125.6) | |
Net income (loss) from discontinued operations | 0.7 | (116.8) | 3.4 | (250.9) | |
Net income (loss) | $ 12.1 | $ (177.8) | $ (20.6) | $ (376.5) | |
Earnings (loss) per common share - basic: | |||||
Continuing operations (in usd per share) | $ 0.20 | $ (1.08) | $ (0.42) | $ (2.23) | |
Discontinued operations (in usd per share) | 0.01 | (2.07) | 0.06 | (4.46) | |
Earnings (loss) per share basic (in usd per share) | [1] | 0.21 | (3.16) | (0.36) | (6.70) |
Earnings (loss) per common share - diluted: | |||||
Continuing operations (in usd per share) | 0.20 | (1.08) | (0.42) | (2.23) | |
Discontinued operations (in usd per share) | 0.01 | (2.07) | 0.06 | (4.46) | |
Earnings (loss) per share diluted (in usd per share) | [1] | $ 0.21 | $ (3.16) | $ (0.36) | $ (6.70) |
Weighted average common shares: | |||||
Basic (in shares) | 56.6 | 56.3 | 56.5 | 56.2 | |
Diluted (in shares) | 56.8 | 56.3 | 56.5 | 56.2 | |
[1] | The sum of the individual per share amounts may not add due to rounding. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 12.1 | $ (177.8) | $ (20.6) | $ (376.5) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 5.7 | (5.5) | (2.8) | 8.5 |
Pension and postretirement reclassification adjustment | 0.2 | 0.1 | 0.4 | 0.4 |
Other comprehensive income (loss) | 5.9 | (5.4) | (2.4) | 8.9 |
Comprehensive income (loss) | $ 18 | $ (183.2) | $ (23) | $ (367.6) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Treasury Stock | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2018 | 57.8 | (1.8) | ||||
Beginning balance at Dec. 31, 2018 | $ 2,160 | $ 0.6 | $ 2,135.8 | $ 204 | $ (83.3) | $ (97.1) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (26.9) | (26.9) | ||||
Other comprehensive income (loss) | 6.9 | 6.9 | ||||
Equity awards exercised (in shares) | 0.2 | |||||
Equity awards exercised | (4.4) | (4.4) | ||||
Stock-based compensation | 6.1 | 6.1 | ||||
Ending balance (in shares) at Mar. 31, 2019 | 58 | (1.8) | ||||
Ending balance at Mar. 31, 2019 | 2,141.7 | $ 0.6 | 2,137.5 | 177.1 | $ (83.3) | (90.2) |
Beginning balance (in shares) at Dec. 31, 2018 | 57.8 | (1.8) | ||||
Beginning balance at Dec. 31, 2018 | 2,160 | $ 0.6 | 2,135.8 | 204 | $ (83.3) | (97.1) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (376.5) | |||||
Other comprehensive income (loss) | 8.9 | |||||
Ending balance (in shares) at Sep. 30, 2019 | 58 | (1.8) | ||||
Ending balance at Sep. 30, 2019 | 1,806 | $ 0.6 | 2,149.4 | (172.5) | $ (83.3) | (88.2) |
Beginning balance (in shares) at Mar. 31, 2019 | 58 | (1.8) | ||||
Beginning balance at Mar. 31, 2019 | 2,141.7 | $ 0.6 | 2,137.5 | 177.1 | $ (83.3) | (90.2) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (171.8) | (171.8) | ||||
Other comprehensive income (loss) | 7.4 | 7.4 | ||||
Equity awards exercised | (0.7) | (0.7) | ||||
Stock-based compensation | 6.7 | 6.7 | ||||
Ending balance (in shares) at Jun. 30, 2019 | 58 | (1.8) | ||||
Ending balance at Jun. 30, 2019 | 1,983.3 | $ 0.6 | 2,143.5 | 5.3 | $ (83.3) | (82.8) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (177.8) | (177.8) | ||||
Other comprehensive income (loss) | (5.4) | (5.4) | ||||
Equity awards exercised | 0.2 | 0.2 | ||||
Stock-based compensation | 5.7 | 5.7 | ||||
Ending balance (in shares) at Sep. 30, 2019 | 58 | (1.8) | ||||
Ending balance at Sep. 30, 2019 | 1,806 | $ 0.6 | 2,149.4 | (172.5) | $ (83.3) | (88.2) |
Beginning balance (in shares) at Dec. 31, 2019 | 58 | (1.8) | ||||
Beginning balance at Dec. 31, 2019 | 1,830.9 | $ 0.6 | 2,154.6 | (157) | $ (83.3) | (84) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (31.2) | (31.2) | ||||
Other comprehensive income (loss) | (15.8) | (15.8) | ||||
Equity awards exercised (in shares) | 0.2 | |||||
Equity awards exercised | (3.9) | (3.9) | ||||
Stock-based compensation | 8.1 | 8.1 | ||||
Ending balance (in shares) at Mar. 31, 2020 | 58.2 | (1.8) | ||||
Ending balance at Mar. 31, 2020 | 1,788.1 | $ 0.6 | 2,158.8 | (188.2) | $ (83.3) | (99.8) |
Beginning balance (in shares) at Dec. 31, 2019 | 58 | (1.8) | ||||
Beginning balance at Dec. 31, 2019 | 1,830.9 | $ 0.6 | 2,154.6 | (157) | $ (83.3) | (84) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (20.6) | |||||
Other comprehensive income (loss) | (2.4) | |||||
Ending balance (in shares) at Sep. 30, 2020 | 58.3 | (1.8) | ||||
Ending balance at Sep. 30, 2020 | 1,827.3 | $ 0.6 | 2,174 | (177.6) | $ (83.3) | (86.4) |
Beginning balance (in shares) at Mar. 31, 2020 | 58.2 | (1.8) | ||||
Beginning balance at Mar. 31, 2020 | 1,788.1 | $ 0.6 | 2,158.8 | (188.2) | $ (83.3) | (99.8) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (1.5) | (1.5) | ||||
Other comprehensive income (loss) | 7.5 | 7.5 | ||||
Equity awards exercised (in shares) | 0.1 | |||||
Equity awards exercised | 2.5 | 2.5 | ||||
Stock-based compensation | 7.1 | 7.1 | ||||
Ending balance (in shares) at Jun. 30, 2020 | 58.3 | (1.8) | ||||
Ending balance at Jun. 30, 2020 | 1,803.7 | $ 0.6 | 2,168.4 | (189.7) | $ (83.3) | (92.3) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 12.1 | 12.1 | ||||
Other comprehensive income (loss) | 5.9 | 5.9 | ||||
Equity awards exercised | (0.2) | (0.2) | ||||
Stock-based compensation | 5.8 | 5.8 | ||||
Ending balance (in shares) at Sep. 30, 2020 | 58.3 | (1.8) | ||||
Ending balance at Sep. 30, 2020 | $ 1,827.3 | $ 0.6 | $ 2,174 | $ (177.6) | $ (83.3) | $ (86.4) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (20.6) | $ (376.5) |
Net income (loss) from discontinued operations | 3.4 | (250.9) |
Net loss from continuing operations | (24) | (125.6) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 150.5 | 157.3 |
Asset impairment | 0 | 88 |
Stock-based compensation | 20.7 | 17.5 |
Loss on extinguishment of debt | 1.2 | 0 |
Unrealized loss on derivative contracts | 50.6 | 53.6 |
Deferred income taxes | 50.5 | (30.2) |
Other | 9.3 | 2.4 |
Changes in operating assets and liabilities, net of acquisitions and divestitures: | ||
Receivables | 2.6 | 45.4 |
Inventories | (119.7) | (84.5) |
Prepaid expenses and other assets | (87.5) | (24.2) |
Accounts payable | 49.5 | (61.8) |
Accrued expenses and other liabilities | 20.8 | (32.1) |
Net cash provided by operating activities - continuing operations | 124.5 | 5.8 |
Net cash (used in) provided by operating activities - discontinued operations | (1.6) | 39.9 |
Net cash provided by operating activities | 122.9 | 45.7 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (67.2) | (85.5) |
Additions to intangible assets | (11.9) | (19.3) |
Proceeds from sale of fixed assets | 5.1 | 5 |
Acquisition | (17.5) | 0 |
Proceeds from divestiture | 26.9 | 0 |
Net cash used in investing activities - continuing operations | (64.6) | (99.8) |
Net cash (used in) provided by investing activities - discontinued operations | (0.8) | 71.7 |
Net cash used in investing activities | (65.4) | (28.1) |
Cash flows from financing activities: | ||
Borrowings under Revolving Credit Facility | 100 | 107.6 |
Payments under Revolving Credit Facility | (100) | (107.6) |
Payments on financing lease obligations | (1.3) | (1.5) |
Payment of deferred financing costs | (6.9) | 0 |
Payments on Term Loans | (10.5) | (135) |
Proceeds from issuance of 2028 Notes | 500 | 0 |
Repurchase of 2022 Notes | (375.9) | 0 |
Receipts related to stock-based award activities | 2.6 | 0.7 |
Payments related to stock-based award activities | (4.1) | (5.5) |
Net cash provided by (used in) financing activities - continuing operations | 103.9 | (141.3) |
Net cash used in financing activities - discontinued operations | 0 | 0 |
Net cash provided by (used in) financing activities | 103.9 | (141.3) |
Effect of exchange rate changes on cash and cash equivalents | 1.4 | 4.5 |
Net increase (decrease) in cash and cash equivalents | 162.8 | (119.2) |
Cash and cash equivalents, beginning of period | 202.3 | 164.3 |
Cash and cash equivalents, end of period | 365.1 | 45.1 |
Supplemental cash flow disclosures | ||
Interest paid | 78.3 | 98.8 |
Net income taxes paid (refunded) | 7.3 | (7.7) |
Non-cash investing and financing activities: | ||
Accrued purchase of property and equipment | 23.9 | 30.9 |
Accrued other intangible assets | 2.9 | 3.7 |
Right-of-use assets and operating lease obligations recognized at / after ASU 2016-02 transition | 15.3 | 9.6 |
Accrued deferred financing costs | $ 1.4 | $ 0 |
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201602Member |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
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. In our opinion, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted as permitted by such rules and regulations. The Condensed Consolidated Financial Statements and related notes should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 . Results of operations for interim periods are not necessarily indicative of annual results. 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 for the fiscal year ended December 31, 2019 . Change in Segments In the first quarter of 2020 , the Company changed how it manages its business, allocates resources, and goes to market, which resulted in modifications to its organizational and segment structure. All prior period information has been recast to reflect this change in reportable segments. Refer to Note 16 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. RECENT ACCOUNTING PRONOUNCEMENTS Adopted In March 2020, the SEC amended Rules 3-10 and 3-16 of Regulation S-X regarding financial disclosure requirements for registered debt offerings involving subsidiaries as either issuers or guarantors and affiliates whose securities are pledged as collateral. This new guidance narrows the circumstances that require separate financial statements of subsidiary issuers and guarantors and streamlines the alternative disclosures required in lieu of those statements. The final rule also allows for the simplified disclosure to be included within Management’s Discussion and Analysis of Financial Condition and Results of Operations. This rule is effective January 4, 2021 with earlier adoption permitted. The Company early adopted this new rule during the first quarter of 2020. In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2019-12, Simplifying the Accounting for Income Taxes (Topic 740), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2020 with early adoption permitted. Amendments are to be applied prospectively, except for certain amendments that are to be applied either retrospectively or with a modified retrospective approach through a cumulative effect adjustment recorded to retained earnings. The Company early adopted this guidance during the first quarter of 2020. The adoption did not have a material impact on the Company's financial statements. Not yet adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Restructuring Programs
Restructuring Programs | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Programs | 3. RESTRUCTURING PROGRAMS The Company’s restructuring and margin improvement activities are part of an enterprise-wide transformation to improve long-term profitability of the Company. These activities are aggregated into two categories: (1) TreeHouse 2020 – a long-term growth and margin improvement strategy and (2) Structure to Win – an operating expense improvement program (collectively the "Restructuring Programs"). The costs by activity for the Restructuring Programs are outlined below: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) TreeHouse 2020 $ 9.1 $ 21.9 $ 30.0 $ 76.5 Structure to Win 11.1 2.4 21.9 13.4 Total Restructuring Programs $ 20.2 $ 24.3 $ 51.9 $ 89.9 Expenses associated with these programs are recognized in Cost of sales, General and administrative, and Other operating expense, net in the Condensed Consolidated Statements of Operations. The Company does not allocate costs associated with Restructuring Programs to reportable segments when evaluating the performance of its segments. As a result, costs associated with Restructuring Programs are not presented by reportable segment. Refer to Note 16 for additional information. Below is a summary of costs by line item for the Restructuring Programs: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) Cost of sales $ 0.1 $ 0.6 $ 0.8 $ 3.8 General and administrative 0.2 — 1.2 1.7 Other operating expense, net 19.9 23.7 49.9 84.4 Total $ 20.2 $ 24.3 $ 51.9 $ 89.9 The table below presents the exit cost liability activity for the Restructuring Programs as of September 30, 2020 : Severance (In millions) Balance as of December 31, 2019 $ 5.6 Expenses recognized 4.1 Cash payments (5.5 ) Balance as of September 30, 2020 $ 4.2 Liabilities as of September 30, 2020 associated with total exit cost reserves relate to severance. The severance liability is included in Accrued expenses in the Condensed Consolidated Balance Sheets. (1) TreeHouse 2020 In the third quarter of 2017, the Company announced TreeHouse 2020, a program intended to accelerate long-term growth through optimization of our manufacturing network, transformation of our mixing centers and warehouse footprint, and leveraging of systems and processes to drive performance. The Company’s workstreams related to these activities and selling, general, and administrative cost reductions will increase our capacity utilization, expand operating margins, and streamline our plant structure to optimize our supply chain. This program will be executed through 2020. Below is a summary of the overall TreeHouse 2020 program costs by type: Three Months Ended Nine Months Ended Cumulative Costs To Date Total Expected Costs 2020 2019 2020 2019 (In millions) Asset-related $ 0.1 $ (0.1 ) $ 0.1 $ 2.4 $ 45.2 $ 45.2 Employee-related 0.9 3.1 2.6 10.5 58.7 59.5 Other costs 8.1 18.9 27.3 63.6 185.4 197.0 Total $ 9.1 $ 21.9 $ 30.0 $ 76.5 $ 289.3 $ 301.7 For the three and nine months ended September 30, 2020 and 2019 , asset-related costs primarily consisted of accelerated depreciation; employee-related costs primarily consisted of dedicated project employee cost and severance; and other costs primarily consisted of consulting costs. Asset-related costs were recognized in Cost of sales while employee-related and other costs were primarily recognized in Other operating expense, net of the Condensed Consolidated Statements of Operations. (2) Structure to Win In the first quarter of 2018, the Company announced an operating expense improvement program ("Structure to Win") designed to align our organizational structure with strategic priorities. The program is intended to drive operational effectiveness, cost reduction, and position the Company for growth with a focus on a lean customer-centric go-to-market team, centralized supply chain, and streamlined administrative functions. Below is a summary of costs by type associated with the Structure to Win program: Three Months Ended Nine Months Ended Cumulative Costs To Date Total Expected Costs 2020 2019 2020 2019 (In millions) Asset-related $ — $ 0.2 $ — $ 1.8 $ 4.0 $ 4.0 Employee-related 1.8 1.1 6.8 3.7 32.9 35.8 Other costs 9.3 1.1 15.1 7.9 44.8 50.2 Total $ 11.1 $ 2.4 $ 21.9 $ 13.4 $ 81.7 $ 90.0 In the first quarter of 2020 , the Company changed how it manages its business, allocates resources, and goes to market, which resulted in modifications to its organizational and segment structure. Transition expenses related to the reorganization, which primarily relate to dedicated employee cost, severance, and consulting are included within Structure to Win. In connection with this reorganization, the Company increased the total expected costs for the Structure to Win program from $60.4 million to $90.0 million during the nine months ended September 30, 2020. For the three and nine months ended September 30, 2020 and 2019 |
Receivables Sales Program
Receivables Sales Program | 9 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Receivables Sales Program | 4. RECEIVABLES SALES PROGRAM In December 2017 and June 2019, the Company entered into agreements to sell certain trade accounts receivable to two unrelated, third-party financial institutions (collectively, "the Receivables Sales Program"). The agreements can be terminated by either party with 60 days ' notice. The Company has no retained interest in the receivables sold under the Receivables Sales Program; however, under the agreements the Company does have collection and administrative responsibilities for the sold receivables. Under the Receivables Sales Program, the maximum amount of receivables that may be sold at any time is $300.0 million . The following table includes the outstanding amount of accounts receivable sold under the Receivables Sales Program and the amount collected but not yet remitted to the financial institutions: September 30, 2020 December 31, 2019 (In millions) Outstanding accounts receivable sold $ 226.7 $ 243.0 Collections not remitted to financial institutions 123.6 158.3 Receivables sold under the Receivables Sales Program are de-recognized from the Company's Condensed Consolidated Balance Sheet at the time of the sale and the proceeds from such sales are reflected as a component of the change in receivables in the operating activities section of the Condensed Consolidated Statements of Cash Flows. The amount collected but not yet remitted to the financial institutions is included in Accounts payable in the Condensed Consolidated Balance Sheets. The loss on sale of receivables was $0.4 million and $0.8 million for the three months ended September 30, 2020 and 2019 , respectively, and $1.9 million and $2.9 million for the nine months ended September 30, 2020 and 2019 , respectively, and is included in Other (income) expense, net in the Condensed Consolidated Statements of Operations. The Company has not recognized any servicing assets or liabilities as of September 30, 2020 or December 31, 2019 , as the fair value of the servicing arrangement as well as the fees earned were not material to the financial statements. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. INVENTORIES September 30, 2020 December 31, 2019 (In millions) Raw materials and supplies $ 274.4 $ 205.5 Finished goods 389.7 338.5 Total inventories $ 664.1 $ 544.0 |
Discontinued Operations and Oth
Discontinued Operations and Other Divestitures | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Other Divestitures | 6. DISCONTINUED OPERATIONS AND OTHER DIVESTITURES Discontinued Operations Snacks During the second quarter of 2019, due to changes in market price expectations for the sale of the Company's Snacks division, the Company assessed the recoverability of the carrying value of the long-lived assets associated with the division. This assessment resulted in total long-lived asset impairment losses of $66.5 million , comprised of $63.2 million of property, plant, and equipment impairment losses and $3.3 million of intangible asset impairment losses. These losses result from the estimated fair value of the Snacks asset group, which was determined by its estimated discounted cash flows. These cash flows represent Level 3 inputs under ASC 820. The impairment loss is recognized as a component of Net income (loss) from discontinued operations in the Condensed Consolidated Statements of Operations. On August 1, 2019, the Company completed the sale of its Snacks division to Atlas Holdings, LLC. ("Atlas") for $90 million in cash, subject to customary purchase price adjustments. The Company classified the proceeds within Net cash (used in) provided by investing activities - discontinued operations and used the net proceeds of the sale to pay down debt. During the third quarter of 2019, the Company recognized a non-cash pre-tax loss on the transaction upon closing of $97.5 million , which is recognized as a component of Net income (loss) from discontinued operations in the Condensed Consolidated Statements of Operations. The sale of this business is part of the Company's portfolio optimization strategy. The Snacks division operated three plants located in Robersonville, North Carolina; El Paso, Texas; and Dothan, Alabama. A fourth plant in Minneapolis, Minnesota was not included with the sale and closed during the third quarter of 2019. The Company entered into a Transition Services Agreement ("TSA") with Atlas, which is designed to ensure and facilitate an orderly transfer of business operations. The services provided under the TSA terminated August 1, 2020. The income received under the TSA was not material for the three and nine months ended September 30, 2020 and 2019 and is primarily classified within General and administrative expenses or Cost of sales in the Company's Condensed Consolidated Statements of Operations depending on the functions being supported by the Company. Ready-to-eat Cereal On May 1, 2019, the Company entered into a definitive agreement to sell its Ready-to-eat ("RTE") Cereal business to Post Holdings, Inc. ("Post"), which until that time had been a component of the Meal Preparation reporting segment. The sale of this business is part of the Company's portfolio optimization strategy. On December 19, 2019, the Federal Trade Commission objected to the sale to Post. On January 13, 2020, the sale to Post was terminated and the Company announced its intention to pursue a sale of the RTE Cereal business to an alternative buyer. The Company continues to market the business and is committed to a plan of sale to dispose of the business. The RTE Cereal business continues to be classified as a discontinued operation as of September 30, 2020. An expected disposal loss of $10.7 million and $74.6 million was recognized as an asset impairment charge during the three and nine months ended September 30, 2019, respectively, within Net income (loss) from discontinued operations . The expected disposal loss for the RTE Cereal business is remeasured each quarter at the lower of carrying value or estimated fair value less costs to sell and is included in the valuation allowance in the balance sheet. The Company recognized adjustments of $0.4 million and $0.1 million to the expected disposal loss as an asset impairment charge during the three and nine months ended September 30, 2020, respectively. These adjustments are classified as a component of Net income (loss) from discontinued operations in the Condensed Consolidated Statements of Operations. Completion of the sale may be for amounts that could be significantly different from the current fair value estimate. The Company's estimate of fair value will be evaluated and recognized each reporting period until the divestiture is complete. The Company has reflected the Snacks division (through the date of sale) and RTE Cereal business as discontinued operations for all periods presented. Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate to the Company's continuing operations. Results of discontinued operations are as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) (In millions) Net sales $ 51.8 $ 122.1 $ 168.7 $ 581.8 Cost of sales 45.3 119.5 146.3 570.5 Selling, general, administrative and other operating expenses 3.9 15.2 13.1 51.1 Asset impairment 0.4 10.7 0.1 141.1 Loss on sale of business — 97.5 — 97.5 Other operating (income) expense, net (0.5 ) — 0.7 — Operating income (loss) from discontinued operations 2.7 (120.8 ) 8.5 (278.4 ) Interest and other expense 0.7 2.5 2.8 6.1 Income tax expense (benefit) 1.3 (6.5 ) 2.3 (33.6 ) Net income (loss) from discontinued operations $ 0.7 $ (116.8 ) $ 3.4 $ (250.9 ) Assets and liabilities of discontinued operations presented in the Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019 include the following: September 30, 2020 December 31, 2019 (In millions) Inventories $ 37.3 $ 41.6 Property, plant, and equipment, net 64.7 64.4 Operating lease right-of-use assets 6.0 7.5 Goodwill 53.5 53.5 Intangible assets, net 38.6 38.6 Valuation allowance (74.6 ) (74.5 ) Total assets of discontinued operations $ 125.5 $ 131.1 Accrued expenses and other liabilities $ 1.0 $ 8.3 Operating lease liabilities 6.5 8.2 Total liabilities of discontinued operations $ 7.5 $ 16.5 Other Divestitures In-Store Bakery Facilities During the fourth quarter of 2019, the Company reached the decision to sell two of its In-Store Bakery facilities located in Fridley, Minnesota and Lodi, California, which manufacture breads, rolls, and cakes for in-store retail bakeries and food-away-from-home customers. These two facilities were included within the Snacking & Beverages reporting segment. On January 10, 2020, the Company entered into a definitive agreement to sell these facilities. On April 17, 2020, the sale of these facilities was completed for $24.0 million , subject to customary purchase price adjustments. The cash proceeds were classified within Net cash used in investing activities - continuing operations . The Company recognized a loss upon divestiture of $0.3 million within Other operating expense, net in the Condensed Consolidated Statements of Operations during the nine months ended September 30, 2020. The associated assets met the held for sale accounting criteria as of December 31, 2019 and were classified accordingly in the Condensed Consolidated Balance Sheets. These two facilities did not meet the criteria to be presented as a discontinued operation. The following table represents detail of assets held for sale as of December 31, 2019 : December 31, 2019 (In millions) Inventories $ 9.4 Property, plant, and equipment, net 40.9 Goodwill 5.7 Intangible assets, net 9.4 Valuation allowance (41.1 ) Total assets held for sale $ 24.3 The Company also had $2.7 million |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. GOODWILL AND INTANGIBLE ASSETS As a result of the changes in organizational structure completed in the first quarter of 2020 , the Company now has the following two reportable segments: Meal Preparation and Snacking & Beverages. See Note 16 for additional information regarding the change in segment structure. In connection with the change in organizational structure completed in the first quarter of 2020, the Company allocated goodwill and accumulated impairment loss balances as of January 1, 2020 between 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, 2020. The Company performed the impairment test, which did not result in the identification of any impairment losses. Changes in the carrying amount of goodwill for the nine months ended September 30, 2020 are as follows: Meal Preparation Snacking & Beverages Total (In millions) Balance at January 1, 2020, before accumulated impairment losses $ 1,264.5 $ 887.3 $ 2,151.8 Accumulated impairment losses (11.5 ) (33.0 ) (44.5 ) Balance at January 1, 2020 1,253.0 854.3 2,107.3 Acquisition (1) 10.7 — 10.7 Foreign currency exchange adjustments (1.7 ) (1.2 ) (2.9 ) Balance at September 30, 2020 $ 1,262.0 $ 853.1 $ 2,115.1 (1) On September 1, 2020, the Company completed an acquisition of a refrigerated dough business for a purchase price of $17.5 million , which included the recognition of $10.7 million of goodwill within the Meal Preparation segment. Indefinite Lived Intangible Assets The Company has $21.7 million and $22.0 million of trademarks with indefinite lives as of September 30, 2020 and December 31, 2019 , respectively. Finite Lived Intangible Assets The gross carrying amounts and accumulated amortization of intangible assets with finite lives as of September 30, 2020 and December 31, 2019 are as follows: September 30, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In millions) Intangible assets with finite lives: Customer-related $ 775.9 $ (390.7 ) $ 385.2 $ 778.1 $ (355.2 ) $ 422.9 Contractual agreements 0.5 (0.5 ) — 0.5 (0.5 ) — Trademarks 52.9 (30.2 ) 22.7 53.0 (27.1 ) 25.9 Formulas/recipes 22.9 (21.3 ) 1.6 22.1 (19.2 ) 2.9 Computer software 190.4 (108.3 ) 82.1 179.0 (98.0 ) 81.0 Total finite lived intangibles $ 1,042.6 $ (551.0 ) $ 491.6 $ 1,032.7 $ (500.0 ) $ 532.7 Asset Impairment We evaluate property, plant, and equipment and finite lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. Indicators of impairment include deteriorations in operating cash flows, the anticipated sale or disposal of an asset group, and other significant changes in business conditions. During the third quarter of 2019, our assessment indicated an impairment in our Cookies and Dry Dinners asset groups, within the Snacking & Beverages and Meal Preparation segments, respectively, driven by the historical and forecasted performance of these businesses. As a result, we recognized $42.8 million of property, plant, and equipment impairment losses and $45.2 million of finite lived intangible asset impairment. The impairment charges are included in Asset impairment in the Condensed Consolidated Statements of Operations. Impairment charges are measured by comparing the carrying values of the asset groups to their estimated fair values. The fair value of these assets were based on expected future cash flows using Level 3 inputs under ASC 820. We can provide no assurance regarding the prospect of additional impairment charges in future periods. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. INCOME TAXES Income taxes were recognized at an effective rate of 49.1% and 39.1% for the three and nine months ended September 30, 2020 , respectively, compared to 37.4% and 28.5% for the three and nine months ended September 30, 2019 , respectively. The change in the Company's effective tax rate for the three and nine months ended September 30, 2020 compared to 2019 is primarily driven by the estimated level of annual pre-tax earnings, partially offset by benefits recognized in 2020 due to the enactment of the "Coronavirus Aid, Relief, and Economic Security Act" (the CARES Act) and a change in the amount of valuation allowance recorded against certain deferred tax assets. Our effective tax rate may change from period to period based on recurring and non-recurring factors, including the jurisdictional mix of earnings, enacted tax legislation, state income taxes, settlement of tax audits, and the expiration of the statute of limitations in relation to unrecognized tax benefits. Management estimates that it is reasonably possible that the total amount of unrecognized tax benefits could decrease by as much as $4.6 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. As much as $1.6 million of the $4.6 million could affect net income when settled. On March 27, 2020, the CARES Act was signed into law, which features several tax provisions and other measures that assist businesses impacted by the economic effects of the COVID-19 pandemic. The significant tax provisions include an increase in the limitation of the tax deduction for interest expense from 30% to 50% of adjusted earnings in 2019 and 2020, a five-year carryback allowance for net operating losses ("NOLs") generated in tax years 2018-2020, increased charitable contribution limitations to 25% of taxable income in 2020, and a retroactive technical correction to the 2017 Tax Cuts and Jobs Act that makes qualified improvement property placed in service after December 31, 2017 eligible for bonus depreciation. The Company has recorded a $14.0 million and $25.0 million income tax benefit related to the NOL carryback provisions of the CARES Act for the three and nine months ended September 30, 2020, respectively. The Company has also included a federal income tax refund receivable related to the CARES Act of $73.5 million in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheet as of September 30, 2020 . On July 28, 2020, the Internal Revenue Service issued final regulations under Section 163(j) of the Internal Revenue Code. The final regulations favorably impacted our ability to deduct business interest expense for tax purposes. The additional income tax benefit recognized in the third quarter of 2020 related to the NOL carryback provision of the CARES Act was primarily driven by the impact of the final regulations. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 9. LONG-TERM DEBT September 30, 2020 December 31, 2019 (In millions) Term Loan A $ 454.6 $ 458.4 Term Loan A-1 674.9 681.6 2022 Notes — 375.9 2024 Notes 602.9 602.9 2028 Notes 500.0 — Finance leases 4.2 3.9 Total outstanding debt 2,236.6 2,122.7 Deferred financing costs (19.5 ) (15.7 ) Less current portion (15.6 ) (15.3 ) Total long-term debt $ 2,201.5 $ 2,091.7 The scheduled maturities of outstanding debt, excluding deferred financing costs, at September 30, 2020 are as follows (in millions): Remainder of 2020 $ 3.9 2021 15.5 2022 15.1 2023 660.2 2024 608.4 Thereafter 933.5 Total outstanding debt $ 2,236.6 The Company’s average interest rate on debt outstanding under its Credit Agreement for the three months ended September 30, 2020 was 1.78% . Including the impact of interest rate swap agreements in effect as of September 30, 2020 , the average rate increased to 4.04% . Revolving Credit Facility — As of September 30, 2020 , $727.0 million of the aggregate commitment of $750.0 million of the Revolving Credit Facility was available. The Revolving Credit Facility matures on February 1, 2023. As of September 30, 2020 , there were $23.0 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. 2022 Notes — The Company previously issued 4.875% notes in the aggregate principal amount of $400 million due on March 15, 2022 (the "2022 Notes"). On August 26, 2020, the Company, through Wells Fargo Bank, National Association, as trustee, issued a notice of redemption to redeem all of the $375.9 million outstanding principal of its 2022 Notes at a price of 100% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date (the "2022 Notes Redemption"). The 2022 Notes Redemption was completed on September 25, 2020. For the three and nine months ended September 30, 2020, the Company incurred a loss on extinguishment of debt totaling $1.2 million representing the write-off of deferred financing costs. 2028 Notes — On September 9, 2020, the Company completed its public offering of $500 million aggregate principal amount of its 4.000% senior notes due September 1, 2028 (the "2028 Notes"). The Company issued the 2028 Notes pursuant to an Indenture, dated March 2, 2010 (the "Base Indenture"), by and among the Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee, as supplemented by a Twelfth Supplemental Indenture, dated September 9, 2020 (the "Twelfth Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), by and among the Company, the subsidiary guarantors party thereto (the "Guarantors") and Wells Fargo Bank, National Association, as trustee. The Indenture provides, among other things, that the 2028 Notes will be senior unsecured obligations of the Company. The Company’s payment obligations under the 2028 Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company’s existing and future domestic subsidiaries that guarantee or become borrowers under its credit facility or guarantee certain other indebtedness incurred by the Company or its restricted subsidiaries. The 2028 Notes pay interest at the rate of 4.000% per annum and mature on September 1, 2028. Interest is payable on the 2028 Notes on March 1 and September 1 of each year, beginning March 1, 2021. The Company may redeem some or all of the 2028 Notes at any time prior to September 1, 2023 at a price equal to 100% of the principal amount of the 2028 Notes redeemed plus an applicable "make-whole" premium and accrued and unpaid interest to the redemption date. On or after September 1, 2023, the Company may redeem some or all of the 2028 Notes at redemption prices set forth in the Indenture, plus accrued and unpaid interest to the redemption date. In addition, at any time prior to September 1, 2023, the Company may redeem up to 40% of the 2028 Notes at a redemption price of 104.000% of the principal amount of the 2028 Notes redeemed, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of certain equity offerings. Subject to certain limitations, in the event of a change of control of the Company, the Company will be required to make an offer to purchase the 2028 Notes at a purchase price equal to 101% of the principal amount of the 2028 Notes, plus accrued and unpaid interest to the date of purchase. The Indenture contains restrictive covenants that, among other things, limit the ability of the Company and the subsidiary guarantors to (i) incur additional indebtedness and issue certain preferred shares, (ii) make certain distributions, investments and other restricted payments, (iii) sell certain assets, (iv) agree to restrictions on the ability of restricted subsidiaries to make payments to the Company, (v) create liens, (vi) merge, consolidate or sell substantially all of the Company’s assets and (vii) enter into certain transactions with affiliates. The foregoing limitations are subject to exceptions as set forth in the Indenture. In addition, if in the future the 2028 Notes have an investment grade credit rating by both Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, certain of these covenants will, thereafter, be suspended with respect to the 2028 Notes, for so long as no default has occurred or is continuing, and the 2028 Notes are rated investment grade by the two rating agencies. The Indenture provides for customary events of default that include, among other things (subject in certain cases to customary grace and cure periods): (i) non-payment of principal or interest; (ii) breach of certain covenants contained in the Indenture or the 2028 Notes; (iii) defaults in failure to pay certain other indebtedness or the acceleration of certain other indebtedness prior to maturity; (iv) the failure to pay certain final judgments; (v) the failure of certain guarantees to be enforceable; and (vi) certain events of bankruptcy or insolvency. Generally, if an event of default occurs (subject to certain exceptions), the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2028 Notes may declare all the 2028 Notes to be due and payable immediately. Fair Value - At September 30, 2020 , the aggregate fair value of the Company's total debt was $2,257.6 million and its carrying value was $2,232.4 million . At December 31, 2019 , the aggregate fair value of the Company's total debt was $2,146.1 million and its carrying value was $2,118.8 million |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 10. 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 loss per share: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions, except per share data) Weighted average common shares outstanding 56.6 56.3 56.5 56.2 Assumed exercise/vesting of equity awards (1) 0.2 — — — Weighted average diluted common shares outstanding 56.8 56.3 56.5 56.2 (1) For the nine months ended September 30, 2020 and the three and nine months ended September 30, 2019 , the weighted average common shares outstanding is the same for the computations of both basic and diluted shares outstanding 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 1.5 million for both the three and nine months ended September 30, 2020 , and 1.7 million and 1.6 million for the three and nine months ended September 30, 2019 , respectively. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. STOCK-BASED COMPENSATION The Board of Directors adopted, and the Company's stockholders approved, the "TreeHouse Foods, Inc. Equity and Incentive Plan" (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 17.5 million , of which approximately 4.0 million remained available at September 30, 2020 . Total compensation expense related to stock-based payments and the related income tax benefit recognized in Net income (loss) from continuing operations are as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) (In millions) Compensation expense related to stock-based payments $ 5.8 $ 5.5 $ 20.7 $ 17.5 Related income tax benefit 1.5 1.2 5.4 4.4 All amounts below include continuing and discontinued operations. Stock Options — The following table summarizes stock option activity during the nine months ended September 30, 2020 . Stock options generally vest in approximately three equal installments on each of the first three anniversaries of the grant date and expire ten years from the grant date. Employee Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (yrs) Aggregate Intrinsic Value (In thousands) (In millions) Outstanding, at December 31, 2019 1,528 $ 74.58 3.7 $ 0.8 Forfeited (8 ) 82.77 Exercised (57 ) 46.47 Expired (106 ) 70.92 Outstanding, at September 30, 2020 1,357 75.98 3.2 0.4 Vested/expected to vest, at September 30, 2020 1,357 75.99 3.2 0.4 Exercisable, at September 30, 2020 1,357 76.00 3.2 0.4 Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) (In millions) Intrinsic value of stock options exercised $ — $ 0.1 $ 0.3 $ 0.1 Tax benefit recognized from stock option exercises — — 0.1 — Future compensation costs related to unvested options totaled less than $0.1 million at September 30, 2020 and will be recognized over the remaining vesting period of the grants, which averages 0.3 years . Restricted Stock Units — Employee restricted stock unit awards generally vest based on the passage of time. These awards generally vest in approximately three equal installments on each of the first three anniversaries of the grant date. Director restricted stock units generally vest on the first anniversary of the grant date. Certain directors have deferred receipt of their awards until either their departure from the Board of Directors or a specified date. As of September 30, 2020 , director restricted stock units that have been earned and deferred totaled approximately 91,130 . The following table summarizes the restricted stock unit activity during the nine months ended September 30, 2020 : Employee Restricted Stock Units Weighted Average Grant Date Fair Value Director Restricted Stock Units Weighted Average Grant Date Fair Value (In thousands) (In thousands) Outstanding, at December 31, 2019 615 $ 54.58 116 $ 58.30 Granted 422 44.14 29 52.46 Vested (233 ) 55.63 (24 ) 66.79 Forfeited (81 ) 55.36 — — Outstanding, at September 30, 2020 723 48.04 121 55.04 Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) (In millions) Fair value of vested restricted stock units $ 0.6 $ 0.4 $ 10.8 $ 19.1 Tax benefit recognized from vested restricted stock units — 0.1 1.9 3.5 Future compensation costs related to restricted stock units are approximately $23.1 million as of September 30, 2020 and will be recognized on a weighted average basis over the next 2.0 years . The grant date fair value of the awards is equal to the Company’s closing stock price on the grant date. Performance Units — Performance unit awards are granted to certain members of management. These awards contain service and performance conditions. For each of the three performance periods, one-third of the units will accrue, multiplied by a predefined percentage generally between 0% and 200% , depending on the achievement of certain operating performance measures. Additionally, for the cumulative performance period, a number of units will accrue, equal to the number of units granted multiplied by a predefined percentage generally between 0% and 200% , depending on the achievement of certain operating performance measures, less any units previously accrued. Accrued units will be converted to stock or cash, at the discretion of the Compensation Committee, generally, on the third anniversary of the grant date. The Company intends to settle these awards in stock and has the shares available to do so. The following table summarizes the performance unit activity during the nine months ended September 30, 2020 : Performance Units Weighted Average Grant Date Fair Value (In thousands) Unvested, at December 31, 2019 482 $ 61.28 Granted 221 44.19 Vested (75 ) 60.12 Forfeited (80 ) 75.57 Unvested, at September 30, 2020 548 52.45 Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) (In millions) Fair value of vested performance units $ — $ — $ 3.3 $ 0.9 Tax benefit recognized from performance units vested — — 0.6 0.2 Future compensation costs related to the performance units are estimated to be approximately $11.3 million as of September 30, 2020 and are expected to be recognized over the next 1.2 years |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 12. ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss consists of the following components, all of which are net of tax: Foreign Currency Translation (1) Unrecognized Pension and Postretirement Benefits (1) Accumulated Other Comprehensive Loss (In millions) Balance at December 31, 2018 $ (91.7 ) $ (5.4 ) $ (97.1 ) Other comprehensive income before reclassifications 8.5 — 8.5 Reclassifications from accumulated other comprehensive loss (2) — 0.4 0.4 Other comprehensive income 8.5 0.4 8.9 Balance at September 30, 2019 $ (83.2 ) $ (5.0 ) $ (88.2 ) Balance at December 31, 2019 $ (79.4 ) $ (4.6 ) $ (84.0 ) Other comprehensive loss before reclassifications (2.8 ) — (2.8 ) Reclassifications from accumulated other comprehensive loss (2) — 0.4 0.4 Other comprehensive (loss) income (2.8 ) 0.4 (2.4 ) Balance at September 30, 2020 $ (82.2 ) $ (4.2 ) $ (86.4 ) (1) The tax impact of the foreign currency translation adjustment and the unrecognized pension and postretirement benefits reclassification was insignificant for the three and nine months ended September 30, 2020 and 2019 . (2) Refer to Note 13 |
Employee Retirement and Postret
Employee Retirement and Postretirement Benefits | 9 Months Ended |
Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |
Employee Retirement and Postretirement Benefits | 13. EMPLOYEE RETIREMENT AND POSTRETIREMENT BENEFITS Pension, Profit Sharing, and Postretirement Benefits — Certain employees and retirees participate in pension and other postretirement benefit plans. Employee benefit plan obligations and expenses included in the Condensed Consolidated Financial Statements are determined based on plan assumptions, employee demographic data, including years of service and compensation, benefits and claims paid, and employer contributions. The information below includes the activities of the Company's continuing and discontinued operations. Components of net periodic pension (benefit) cost are as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) (In millions) Service cost $ 0.4 $ 0.4 $ 1.2 $ 1.3 Interest cost 2.7 3.2 8.1 9.7 Expected return on plan assets (3.7 ) (3.6 ) (10.9 ) (10.8 ) Amortization of unrecognized prior service cost 0.1 — 0.1 0.1 Amortization of unrecognized net loss 0.1 0.1 0.3 0.3 Net periodic pension (benefit) cost $ (0.4 ) $ 0.1 $ (1.2 ) $ 0.6 Components of net periodic postretirement cost are as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) (In millions) Interest cost $ 0.2 $ 0.3 $ 0.6 $ 0.9 Net periodic postretirement cost $ 0.2 $ 0.3 $ 0.6 $ 0.9 The service cost components of net periodic pension and postretirement costs were recognized in Cost of sales and the other components were recognized in Other (income) expense, net of the Condensed Consolidated Statements of Operations. Multiemployer Pension Plans - The Company contributes to several multiemployer pension plans on behalf of employees covered by collective bargaining agreements. These plans are administered jointly by management and union representatives and cover substantially all full-time and certain part-time union employees who are not covered by other plans. The risks of participating in multiemployer plans are different from single-employer plans in the following aspects: (1) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers, (2) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers, and (3) if the Company chooses to stop participating in a multiemployer plan, we could, under certain circumstances, be liable for unfunded vested benefits or other expenses of jointly administered union/management plans. In the second quarter of 2019, the Company executed a complete withdrawal from the Retail, Wholesale, and Department Store International Union and Industry Pension Fund. Absent agreement with the Fund on a withdrawal payment, the Company estimated a withdrawal liability of $4.1 million . The Company settled the withdrawal liability in the fourth quarter of 2019. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. COMMITMENTS AND CONTINGENCIES Litigation, Investigations, and Audits - On November 16, 2016, a purported TreeHouse shareholder filed a class action captioned Tarara v. TreeHouse Foods, Inc., et al. , Case No. 1:16-cv-10632, in the United States District Court for the Northern District of Illinois against TreeHouse and certain of its officers. The complaint, amended on March 24, 2017, is purportedly brought on behalf of all purchasers of TreeHouse common stock from January 20, 2016 through and including November 2, 2016. It asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and seeks, among other things, damages and costs and expenses. On December 22, 2016, another purported TreeHouse shareholder filed an action captioned Wells v. Reed, et al. , Case No. 2016-CH-16359, in the Circuit Court of Cook County, Illinois, against TreeHouse and certain of its officers. This complaint, purportedly brought derivatively on behalf of TreeHouse, asserts state law claims against certain officers for breach of fiduciary duty, unjust enrichment, and corporate waste. On February 7, 2017, another purported TreeHouse shareholder filed an action captioned Lavin v. Reed, et al. , Case No. 17-cv-01014, in the Northern District of Illinois, against TreeHouse and certain of its officers. This complaint is also purportedly brought derivatively on behalf of TreeHouse, and it asserts state law claims against certain officers for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and corporate waste. On February 8, 2019, another purported TreeHouse shareholder filed an action captioned Bartelt v. Reed, et al. , Case No. 1:19-cv-00835, in the United States District Court for the Northern District of Illinois. This complaint is purportedly brought derivatively on behalf of TreeHouse and asserts state law claims against certain officers for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and corporate waste, in addition to asserting violations of Section 14 of the Securities Exchange Act of 1934. Finally, on June 3, 2019, another purported TreeHouse shareholder filed an action captioned City of Ann Arbor Employees’ Retirement System v. Reed, et al. , Case No. 2019-CH-06753, in the Circuit Court of Cook County, Illinois, against TreeHouse and certain of its officers. Like Wells , Lavin , and Bartelt , this complaint is purportedly brought derivatively on behalf of TreeHouse and asserts claims for contribution and indemnification, breach of fiduciary duty, and aiding and abetting breaches of fiduciary duty. All five complaints make substantially similar allegations (though the amended complaint in Tarara now contains additional detail). Essentially, the complaints allege that TreeHouse, under the authority and control of the individual defendants: (i) made certain false and misleading statements regarding the Company’s business, operations, and future prospects; and (ii) failed to disclose that (a) the Company’s private label business was underperforming; (b) the Company’s Flagstone business was underperforming; (c) the Company’s acquisition strategy was underperforming; (d) the Company had overstated its full-year 2016 guidance; and (e) TreeHouse’s statements lacked reasonable basis. The complaints allege that these actions artificially inflated the market price of TreeHouse common stock during the class period, thus purportedly harming investors. The Bartelt action also includes substantially similar allegations concerning events in 2017, and the Ann Arbor complaint also seeks contribution from the individual defendants for losses incurred by the company in these litigations. We believe that these claims are without merit and intend to defend against them vigorously. Since its initial docketing, the Tarara matter has been re-captioned as Public Employees’ Retirement Systems of Mississippi v. TreeHouse Foods, Inc., et al. , in accordance with the Court’s order appointing Public Employees’ Retirement Systems of Mississippi as the lead plaintiff. On May 26, 2017, the Public Employees’ defendants filed a motion to dismiss, which the court denied on February 12, 2018. On April 12, 2018, the Public Employees’ defendants filed their answer to the amended complaint. On April 23, 2018, the parties filed a joint status report with the Court, which set forth a proposed discovery and briefing schedule for the Court’s consideration. On July 13, 2018, lead plaintiff filed a motion to certify the class, and defendants filed their response in opposition to the motion to certify the class on October 8, 2018. On November 12, 2018, the parties filed an agreed motion to stay proceedings to allow them to explore mediation. The motion was granted on November 19. The parties thereafter engaged in mediation but failed to resolve the dispute. On March 29, 2019, the parties resumed litigation by filing an agreed motion for extension of time, which was granted on April 9. Under that schedule, lead plaintiff filed its reply class certification brief on May 17, 2019. On February 26, 2020, the court granted lead plaintiff’s motion for class certification. Defendants then filed a petition for permissive appeal of the class certification order in the United States Court of Appeals for the Seventh Circuit on March 11, 2020. After ordering lead plaintiff to file a response, the court denied the petition on May 4, 2020. On December 16, 2019, the parties agreed to extend the case schedule 90 days . This agreed motion was granted on December 25, 2019. At a status conference on March 10, 2020, the parties informed the court that they intended to engage in a second mediation and the court extended then-upcoming deadlines under the case schedule, pending a further status report from the parties regarding the extent of the stay needed to facilitate mediation. The court subsequently issued multiple general orders as a result of the COVID-19 outbreak, which together postponed all case deadlines for a total of 77 days . On June 9, 2020, the parties filed a joint status report informing the court that mediation had been scheduled for July 9, 2020. The next day, the court stayed the case pending the outcome of mediation. Any in-person mediation was thereafter postponed due to ongoing COVID-19 concerns until at least November 17, 2020. Due to the similarity of the complaints, the parties in Wells and Lavin entered stipulations deferring the litigation until the earlier of (i) the court in Public Employees’ entering an order resolving defendants’ anticipated motion to dismiss therein or (ii) plaintiffs’ counsel receiving notification of a settlement of Public Employees’ or until otherwise agreed to by the parties. On September 27, 2018, the parties in Wells and Lavin filed joint motions for entry of agreed orders further deferring the matters in light of the Public Employees’ Court’s denial of the motion to dismiss in February 2018. The Wells and Lavin Courts entered the agreed orders further deferring the matters on September 27, 2018 and October 10, 2018, respectively. On June 25, 2019, the parties jointly moved to consolidate the Bartelt matter with Lavin , so that it would be subject to the Lavin deferral order. This motion was granted on June 27, 2019, and Bartelt is now consolidated with Lavin and deferred. There is no set status date in Lavin at this time. Similarly, Ann Arbor was consolidated with Wells on August 13, 2019, and is now deferred. In Wells , the next status conference is scheduled to take place on January 15, 2021. The Company is party to matters challenging its wage and hour practices. These matters include a number of class actions consolidated under the caption Negrete v. Ralcorp Holdings, Inc ., et al, pending in the U.S. District Court for the Central District of California, in which plaintiffs allege a pattern of violations of California and/or federal law at three former Company manufacturing facilities in California. The Company has notified the Court that it has reached a preliminary settlement understanding with the Negrete plaintiffs that would resolve all associated matters for a payment by the Company of $9.0 million . The preliminary understanding reached with the Negrete plaintiffs involves procedural requirements and Court approval which may continue through 2021. As a result of these developments, the Company has an accrual for a $9.0 million liability as of September 30, 2020. In addition, the Company is party in the ordinary course of business to certain claims, litigation, audits, and investigations. The Company will record an accrual for a loss contingency when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has established adequate accruals for liabilities that are probable and reasonably estimable that may be incurred in connection with any such currently pending or threatened matter, none of which are significant. In the Company’s opinion, the settlement of any such currently pending or threatened matter is not expected to have a material impact on the Company’s financial position, results of operations, or cash flows. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 15. 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. Interest Rate Risk - 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. As of September 30, 2020 , the Company had entered into $875.0 million of long-term interest rate swap agreements to lock into a fixed LIBOR interest rate base. Under the terms of the agreements, $875.0 million in variable-rate debt was swapped for a weighted average fixed interest rate base of approximately 2.68% in 2020 and 2.91% from 2021 through 2025 . These instruments are not accounted for under hedge accounting and the changes in their fair value are recognized in the Condensed Consolidated Statements of Operations. Foreign Currency Risk - Due to the Company’s foreign operations, it is exposed to foreign currency risk. The Company enters into foreign currency contracts to manage the risk associated with foreign currency cash flows. This includes, but is not limited to, using foreign currency contracts to establish a fixed foreign currency exchange rate for the net cash flow requirements for purchases of inventory, sales of finished goods, and future settlement of foreign-denominated assets and liabilities. These contracts do not qualify for hedge accounting and changes in their fair value are recognized in the Condensed Consolidated Statements of Operations. As of September 30, 2020 , the Company had $2.9 million of foreign currency contracts outstanding, expiring throughout 2022 . Commodity Risk - Certain commodities the Company uses in the production and distribution of its 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 recognized in the Condensed Consolidated Statements of Operations. The Company’s derivative commodity contracts may include contracts for diesel, oil, plastics, natural gas, electricity, resin, corn, coffee, 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, plastics, and resin 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 September 30, 2020 , the Company had outstanding contracts for the purchase of 0.1 million megawatts of electricity, expiring throughout 2020 and 2022 ; 24.2 million gallons of diesel, expiring throughout 2020 and 2021 ; 3.6 million dekatherms of natural gas, expiring throughout 2020 and 2021 ; 4.2 million pounds of coffee, expiring throughout 2020 and 2021 ; and 28.8 million pounds of resin, expiring throughout 2020 and 2021 . The following table identifies the fair value of each derivative instrument: Fair Value September 30, 2020 December 31, 2019 Asset Derivatives (In millions) Commodity contracts $ 3.1 $ 0.8 Interest rate swap agreements — 0.8 $ 3.1 $ 1.6 Liability Derivatives Commodity contracts $ 3.4 $ 0.6 Foreign currency contracts — 0.1 Interest rate swap agreements 105.9 56.5 $ 109.3 $ 57.2 As of September 30, 2020 and December 31, 2019 , asset derivatives are included within Other assets, net and liability derivatives are included within Accrued expenses in the Condensed Consolidated Balance Sheets. The fair values of the commodity contracts, foreign currency contracts, and interest rate swap agreements are determined using Level 2 inputs. Level 2 inputs are inputs other than quoted market prices that are observable for an asset or liability, either directly or indirectly. The fair values of the commodity contracts, foreign currency contracts, and interest rate swap agreements are based on an analysis comparing the contract rates to the market rates at the balance sheet date. We recognized the following gains and losses on our derivative contracts in the Condensed Consolidated Statements of Operations: Location of Gain (Loss) Three Months Ended Nine Months Ended Recognized in Net Income (Loss) 2020 2019 2020 2019 (In millions) (In millions) Mark-to-market unrealized gain (loss) Commodity contracts Other (income) expense, net $ 3.6 $ (0.2 ) $ (0.5 ) $ (1.2 ) Foreign currency contracts Other (income) expense, net — 0.5 0.1 (1.4 ) Interest rate swap agreements Other (income) expense, net 5.6 (12.7 ) (50.2 ) (51.0 ) Total unrealized gain (loss) 9.2 (12.4 ) (50.6 ) (53.6 ) Realized (loss) gain Commodity contracts Manufacturing related to Cost of sales and transportation related to Selling and distribution (2.4 ) (1.2 ) (8.1 ) 0.1 Foreign currency contracts Cost of sales — (0.1 ) 0.4 0.5 Interest rate swap agreements Interest expense (6.4 ) 1.5 (12.5 ) 5.9 Total realized (loss) gain (8.8 ) 0.2 (20.2 ) 6.5 Total gain (loss) $ 0.4 $ (12.2 ) $ (70.8 ) $ (47.1 ) |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 16. SEGMENT INFORMATION On January 1, 2020, the Company changed how it manages its business, allocates resources, and goes to market, which resulted in modifications to its organizational and segment structure. As a result, the Company reorganized from a three segment structure previously organized by product category (Baked Goods, Beverages, and Meal Solutions) to a two segment structure organized by market dynamics (Meal Preparation and Snacking & Beverages). In connection with this segment reorganization, the Company also recast expenses related to its commercial sales organization from direct selling, general, and administrative expense previously included within the segments to corporate unallocated selling, general, and administrative expense to align with the revised organizational structure. All prior period information has been recast to reflect this change in reportable segments. The principal products that comprise each segment are as follows: Meal Preparation – Our Meal Preparation segment sells aseptic cheese & pudding; baking and mix powders; hot cereals; jams, preserves, and jellies; liquid and powdered non-dairy creamer; macaroni and cheese; mayonnaise; Mexican, barbeque, and other sauces; pasta; pickles and related products; powdered soups and gravies; refrigerated and shelf stable dressings and sauces; refrigerated dough; single serve hot beverages; skillet dinners; and table and flavored syrups. Snacking & Beverages – Our Snacking & Beverages segment sells bars; broths; candy; cookies; crackers; in-store bakery products; pita chips; powdered drinks; pretzels; ready-to-drink coffee; retail griddle waffles, pancakes, and French toast; specialty teas; and sweeteners. 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 above, are consistent with the manner in which the Company reports its results to the Chief Operating Decision Maker. The Company evaluates the performance of its segments based on net sales dollars and direct operating income. Direct operating income is defined as gross profit less freight out, sales commissions, and direct selling, general, and administrative expenses. 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, other operating expense, and asset impairment). 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 for the year ended December 31, 2019. Financial information relating to the Company’s reportable segments on a continuing operations basis, revised to reflect the new segment structure, is as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) (In millions) Net sales to external customers: Meal Preparation $ 642.7 $ 656.5 $ 1,984.0 $ 1,984.7 Snacking & Beverages 403.0 400.8 1,188.5 1,164.7 Total $ 1,045.7 $ 1,057.3 $ 3,172.5 $ 3,149.4 Direct operating income: Meal Preparation $ 80.1 $ 92.4 $ 268.7 $ 273.5 Snacking & Beverages 65.7 41.3 166.3 134.2 Total 145.8 133.7 435.0 407.7 Unallocated selling, general, and administrative expenses (56.5 ) (56.8 ) (210.4 ) (213.3 ) Unallocated cost of sales (1) (12.0 ) (3.3 ) (26.5 ) (13.8 ) Unallocated corporate expense and other (1) (37.5 ) (129.2 ) (102.8 ) (228.6 ) Operating income (loss) $ 39.8 $ (55.6 ) $ 95.3 $ (48.0 ) (1) Includes charges related to restructuring programs and other costs managed at corporate. Other costs include incremental expenses directly attributable to our response to the COVID-19 pandemic, which included supplemental pay to our front-line personnel, additional protective equipment for employees, and additional sanitation measures. Disaggregation of Revenue Segment revenue disaggregated by product category groups, revised to reflect the new segment structure, is as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) (In millions) Center store grocery $ 415.7 $ 432.7 $ 1,261.0 $ 1,331.0 Main course 227.0 223.8 723.0 653.7 Total Meal Preparation 642.7 656.5 1,984.0 1,984.7 Sweet & savory snacks 283.8 295.4 862.0 893.5 Beverages & drink mixes 119.2 105.4 326.5 271.2 Total Snacking & Beverages 403.0 400.8 1,188.5 1,164.7 Total net sales $ 1,045.7 $ 1,057.3 $ 3,172.5 $ 3,149.4 Segment revenue disaggregated by sales channel is as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) (In millions) Retail grocery $ 850.7 $ 835.4 $ 2,616.8 $ 2,498.0 Food-away-from-home 64.2 94.5 186.3 271.1 Industrial, co-manufacturing, and other 130.8 127.4 369.4 380.3 Total net sales $ 1,045.7 $ 1,057.3 $ 3,172.5 $ 3,149.4 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. SUBSEQUENT EVENTS On November 5, 2020, the Company announced it will acquire the majority of the U.S. branded pasta portfolio as well as a manufacturing facility in St. Louis, Missouri of Riviana Foods, Inc. (“Riviana Foods”), a subsidiary of Ebro Foods, S.A. (“Ebro Foods”) for a purchase price of approximately $242.5 million in cash, subject to customary purchase price adjustments. Ebro Foods is a Spanish-based multinational food group operating primarily in the pasta and rice sectors. The acquisition includes the following regional brands: Skinner, No Yolks, American Beauty, Creamette, San Giorgio, Prince, Light ‘n Fluffy, Mrs. Weiss’, Wacky Mac, P&R Procino-Rossi, and New Mill. The asset acquisition is expected to strengthen the Company's portfolio and expand its scale to better serve its national and regional customers. The transaction is currently scheduled to close in the fourth quarter of 2020, subject to antitrust and third party approvals, and other customary closing conditions. It will be funded from the Company’s existing cash resources. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Adopted In March 2020, the SEC amended Rules 3-10 and 3-16 of Regulation S-X regarding financial disclosure requirements for registered debt offerings involving subsidiaries as either issuers or guarantors and affiliates whose securities are pledged as collateral. This new guidance narrows the circumstances that require separate financial statements of subsidiary issuers and guarantors and streamlines the alternative disclosures required in lieu of those statements. The final rule also allows for the simplified disclosure to be included within Management’s Discussion and Analysis of Financial Condition and Results of Operations. This rule is effective January 4, 2021 with earlier adoption permitted. The Company early adopted this new rule during the first quarter of 2020. In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2019-12, Simplifying the Accounting for Income Taxes (Topic 740), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2020 with early adoption permitted. Amendments are to be applied prospectively, except for certain amendments that are to be applied either retrospectively or with a modified retrospective approach through a cumulative effect adjustment recorded to retained earnings. The Company early adopted this guidance during the first quarter of 2020. The adoption did not have a material impact on the Company's financial statements. Not yet adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Restructuring Programs (Tables)
Restructuring Programs (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | |
Aggregate Expenses Incurred Associated with Facility Closure | Below is a summary of costs by line item for the Restructuring Programs: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) Cost of sales $ 0.1 $ 0.6 $ 0.8 $ 3.8 General and administrative 0.2 — 1.2 1.7 Other operating expense, net 19.9 23.7 49.9 84.4 Total $ 20.2 $ 24.3 $ 51.9 $ 89.9 |
Activity of Restructuring Program Liabilities | The table below presents the exit cost liability activity for the Restructuring Programs as of September 30, 2020 : Severance (In millions) Balance as of December 31, 2019 $ 5.6 Expenses recognized 4.1 Cash payments (5.5 ) Balance as of September 30, 2020 $ 4.2 |
TreeHouse 2020 | |
Restructuring Cost and Reserve [Line Items] | |
Aggregate Expenses Incurred Associated with Facility Closure | Below is a summary of the overall TreeHouse 2020 program costs by type: Three Months Ended Nine Months Ended Cumulative Costs To Date Total Expected Costs 2020 2019 2020 2019 (In millions) Asset-related $ 0.1 $ (0.1 ) $ 0.1 $ 2.4 $ 45.2 $ 45.2 Employee-related 0.9 3.1 2.6 10.5 58.7 59.5 Other costs 8.1 18.9 27.3 63.6 185.4 197.0 Total $ 9.1 $ 21.9 $ 30.0 $ 76.5 $ 289.3 $ 301.7 |
Structure to Win | |
Restructuring Cost and Reserve [Line Items] | |
Aggregate Expenses Incurred Associated with Facility Closure | Below is a summary of costs by type associated with the Structure to Win program: Three Months Ended Nine Months Ended Cumulative Costs To Date Total Expected Costs 2020 2019 2020 2019 (In millions) Asset-related $ — $ 0.2 $ — $ 1.8 $ 4.0 $ 4.0 Employee-related 1.8 1.1 6.8 3.7 32.9 35.8 Other costs 9.3 1.1 15.1 7.9 44.8 50.2 Total $ 11.1 $ 2.4 $ 21.9 $ 13.4 $ 81.7 $ 90.0 |
Restructuring and Margin Improvement Activities Categories | |
Restructuring Cost and Reserve [Line Items] | |
Aggregate Expenses Incurred Associated with Facility Closure | The costs by activity for the Restructuring Programs are outlined below: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) TreeHouse 2020 $ 9.1 $ 21.9 $ 30.0 $ 76.5 Structure to Win 11.1 2.4 21.9 13.4 Total Restructuring Programs $ 20.2 $ 24.3 $ 51.9 $ 89.9 |
Receivable Sales Program (Table
Receivable Sales Program (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Schedule of Receivable Sales Program | The following table includes the outstanding amount of accounts receivable sold under the Receivables Sales Program and the amount collected but not yet remitted to the financial institutions: September 30, 2020 December 31, 2019 (In millions) Outstanding accounts receivable sold $ 226.7 $ 243.0 Collections not remitted to financial institutions 123.6 158.3 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | September 30, 2020 December 31, 2019 (In millions) Raw materials and supplies $ 274.4 $ 205.5 Finished goods 389.7 338.5 Total inventories $ 664.1 $ 544.0 |
Discontinued Operations and O_2
Discontinued Operations and Other Divestitures (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | Results of discontinued operations are as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) (In millions) Net sales $ 51.8 $ 122.1 $ 168.7 $ 581.8 Cost of sales 45.3 119.5 146.3 570.5 Selling, general, administrative and other operating expenses 3.9 15.2 13.1 51.1 Asset impairment 0.4 10.7 0.1 141.1 Loss on sale of business — 97.5 — 97.5 Other operating (income) expense, net (0.5 ) — 0.7 — Operating income (loss) from discontinued operations 2.7 (120.8 ) 8.5 (278.4 ) Interest and other expense 0.7 2.5 2.8 6.1 Income tax expense (benefit) 1.3 (6.5 ) 2.3 (33.6 ) Net income (loss) from discontinued operations $ 0.7 $ (116.8 ) $ 3.4 $ (250.9 ) Assets and liabilities of discontinued operations presented in the Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019 include the following: September 30, 2020 December 31, 2019 (In millions) Inventories $ 37.3 $ 41.6 Property, plant, and equipment, net 64.7 64.4 Operating lease right-of-use assets 6.0 7.5 Goodwill 53.5 53.5 Intangible assets, net 38.6 38.6 Valuation allowance (74.6 ) (74.5 ) Total assets of discontinued operations $ 125.5 $ 131.1 Accrued expenses and other liabilities $ 1.0 $ 8.3 Operating lease liabilities 6.5 8.2 Total liabilities of discontinued operations $ 7.5 $ 16.5 The following table represents detail of assets held for sale as of December 31, 2019 : December 31, 2019 (In millions) Inventories $ 9.4 Property, plant, and equipment, net 40.9 Goodwill 5.7 Intangible assets, net 9.4 Valuation allowance (41.1 ) Total assets held for sale $ 24.3 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill for the nine months ended September 30, 2020 are as follows: Meal Preparation Snacking & Beverages Total (In millions) Balance at January 1, 2020, before accumulated impairment losses $ 1,264.5 $ 887.3 $ 2,151.8 Accumulated impairment losses (11.5 ) (33.0 ) (44.5 ) Balance at January 1, 2020 1,253.0 854.3 2,107.3 Acquisition (1) 10.7 — 10.7 Foreign currency exchange adjustments (1.7 ) (1.2 ) (2.9 ) Balance at September 30, 2020 $ 1,262.0 $ 853.1 $ 2,115.1 (1) On September 1, 2020, the Company completed an acquisition of a refrigerated dough business for a purchase price of $17.5 million , which included the recognition of $10.7 million of goodwill within the Meal Preparation segment. |
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 September 30, 2020 and December 31, 2019 are as follows: September 30, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In millions) Intangible assets with finite lives: Customer-related $ 775.9 $ (390.7 ) $ 385.2 $ 778.1 $ (355.2 ) $ 422.9 Contractual agreements 0.5 (0.5 ) — 0.5 (0.5 ) — Trademarks 52.9 (30.2 ) 22.7 53.0 (27.1 ) 25.9 Formulas/recipes 22.9 (21.3 ) 1.6 22.1 (19.2 ) 2.9 Computer software 190.4 (108.3 ) 82.1 179.0 (98.0 ) 81.0 Total finite lived intangibles $ 1,042.6 $ (551.0 ) $ 491.6 $ 1,032.7 $ (500.0 ) $ 532.7 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | September 30, 2020 December 31, 2019 (In millions) Term Loan A $ 454.6 $ 458.4 Term Loan A-1 674.9 681.6 2022 Notes — 375.9 2024 Notes 602.9 602.9 2028 Notes 500.0 — Finance leases 4.2 3.9 Total outstanding debt 2,236.6 2,122.7 Deferred financing costs (19.5 ) (15.7 ) Less current portion (15.6 ) (15.3 ) Total long-term debt $ 2,201.5 $ 2,091.7 |
Schedule of Maturities of Outstanding Debt, Excluding Deferred Financing Costs | The scheduled maturities of outstanding debt, excluding deferred financing costs, at September 30, 2020 are as follows (in millions): Remainder of 2020 $ 3.9 2021 15.5 2022 15.1 2023 660.2 2024 608.4 Thereafter 933.5 Total outstanding debt $ 2,236.6 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
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 loss per share: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions, except per share data) Weighted average common shares outstanding 56.6 56.3 56.5 56.2 Assumed exercise/vesting of equity awards (1) 0.2 — — — Weighted average diluted common shares outstanding 56.8 56.3 56.5 56.2 (1) For the nine months ended September 30, 2020 and the three and nine months ended September 30, 2019 , the weighted average common shares outstanding is the same for the computations of both basic and diluted shares outstanding 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 1.5 million for both the three and nine months ended September 30, 2020 , and 1.7 million and 1.6 million for the three and nine months ended September 30, 2019 , respectively. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Total Compensation Expense | Total compensation expense related to stock-based payments and the related income tax benefit recognized in Net income (loss) from continuing operations are as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) (In millions) Compensation expense related to stock-based payments $ 5.8 $ 5.5 $ 20.7 $ 17.5 Related income tax benefit 1.5 1.2 5.4 4.4 |
Summary of Stock Option Activity | The following table summarizes stock option activity during the nine months ended September 30, 2020 . Stock options generally vest in approximately three equal installments on each of the first three anniversaries of the grant date and expire ten years from the grant date. Employee Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (yrs) Aggregate Intrinsic Value (In thousands) (In millions) Outstanding, at December 31, 2019 1,528 $ 74.58 3.7 $ 0.8 Forfeited (8 ) 82.77 Exercised (57 ) 46.47 Expired (106 ) 70.92 Outstanding, at September 30, 2020 1,357 75.98 3.2 0.4 Vested/expected to vest, at September 30, 2020 1,357 75.99 3.2 0.4 Exercisable, at September 30, 2020 1,357 76.00 3.2 0.4 |
Highlight of Stock Options Activity | Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) (In millions) Intrinsic value of stock options exercised $ — $ 0.1 $ 0.3 $ 0.1 Tax benefit recognized from stock option exercises — — 0.1 — |
Summary of Restricted Stock Unit Activity | The following table summarizes the restricted stock unit activity during the nine months ended September 30, 2020 : Employee Restricted Stock Units Weighted Average Grant Date Fair Value Director Restricted Stock Units Weighted Average Grant Date Fair Value (In thousands) (In thousands) Outstanding, at December 31, 2019 615 $ 54.58 116 $ 58.30 Granted 422 44.14 29 52.46 Vested (233 ) 55.63 (24 ) 66.79 Forfeited (81 ) 55.36 — — Outstanding, at September 30, 2020 723 48.04 121 55.04 |
Highlight of Restricted Stock Unit Activity | Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) (In millions) Fair value of vested restricted stock units $ 0.6 $ 0.4 $ 10.8 $ 19.1 Tax benefit recognized from vested restricted stock units — 0.1 1.9 3.5 |
Summary of Performance Unit Activity | The following table summarizes the performance unit activity during the nine months ended September 30, 2020 : Performance Units Weighted Average Grant Date Fair Value (In thousands) Unvested, at December 31, 2019 482 $ 61.28 Granted 221 44.19 Vested (75 ) 60.12 Forfeited (80 ) 75.57 Unvested, at September 30, 2020 548 52.45 |
Highlight of Performance Unit Activity | Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) (In millions) Fair value of vested performance units $ — $ — $ 3.3 $ 0.9 Tax benefit recognized from performance units vested — — 0.6 0.2 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Loss Net of Tax | Accumulated other comprehensive loss consists of the following components, all of which are net of tax: Foreign Currency Translation (1) Unrecognized Pension and Postretirement Benefits (1) Accumulated Other Comprehensive Loss (In millions) Balance at December 31, 2018 $ (91.7 ) $ (5.4 ) $ (97.1 ) Other comprehensive income before reclassifications 8.5 — 8.5 Reclassifications from accumulated other comprehensive loss (2) — 0.4 0.4 Other comprehensive income 8.5 0.4 8.9 Balance at September 30, 2019 $ (83.2 ) $ (5.0 ) $ (88.2 ) Balance at December 31, 2019 $ (79.4 ) $ (4.6 ) $ (84.0 ) Other comprehensive loss before reclassifications (2.8 ) — (2.8 ) Reclassifications from accumulated other comprehensive loss (2) — 0.4 0.4 Other comprehensive (loss) income (2.8 ) 0.4 (2.4 ) Balance at September 30, 2020 $ (82.2 ) $ (4.2 ) $ (86.4 ) (1) The tax impact of the foreign currency translation adjustment and the unrecognized pension and postretirement benefits reclassification was insignificant for the three and nine months ended September 30, 2020 and 2019 . (2) Refer to Note 13 |
Employee Retirement and Postr_2
Employee Retirement and Postretirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |
Summary of Net Periodic Cost (Benefit) of Pension and Postretirement Benefit Plans | Components of net periodic pension (benefit) cost are as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) (In millions) Service cost $ 0.4 $ 0.4 $ 1.2 $ 1.3 Interest cost 2.7 3.2 8.1 9.7 Expected return on plan assets (3.7 ) (3.6 ) (10.9 ) (10.8 ) Amortization of unrecognized prior service cost 0.1 — 0.1 0.1 Amortization of unrecognized net loss 0.1 0.1 0.3 0.3 Net periodic pension (benefit) cost $ (0.4 ) $ 0.1 $ (1.2 ) $ 0.6 Components of net periodic postretirement cost are as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) (In millions) Interest cost $ 0.2 $ 0.3 $ 0.6 $ 0.9 Net periodic postretirement cost $ 0.2 $ 0.3 $ 0.6 $ 0.9 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative, Fair Value, and Location on Condensed Consolidated Balance Sheet | The following table identifies the fair value of each derivative instrument: Fair Value September 30, 2020 December 31, 2019 Asset Derivatives (In millions) Commodity contracts $ 3.1 $ 0.8 Interest rate swap agreements — 0.8 $ 3.1 $ 1.6 Liability Derivatives Commodity contracts $ 3.4 $ 0.6 Foreign currency contracts — 0.1 Interest rate swap agreements 105.9 56.5 $ 109.3 $ 57.2 |
Gains and Losses on Derivative Contracts | We recognized the following gains and losses on our derivative contracts in the Condensed Consolidated Statements of Operations: Location of Gain (Loss) Three Months Ended Nine Months Ended Recognized in Net Income (Loss) 2020 2019 2020 2019 (In millions) (In millions) Mark-to-market unrealized gain (loss) Commodity contracts Other (income) expense, net $ 3.6 $ (0.2 ) $ (0.5 ) $ (1.2 ) Foreign currency contracts Other (income) expense, net — 0.5 0.1 (1.4 ) Interest rate swap agreements Other (income) expense, net 5.6 (12.7 ) (50.2 ) (51.0 ) Total unrealized gain (loss) 9.2 (12.4 ) (50.6 ) (53.6 ) Realized (loss) gain Commodity contracts Manufacturing related to Cost of sales and transportation related to Selling and distribution (2.4 ) (1.2 ) (8.1 ) 0.1 Foreign currency contracts Cost of sales — (0.1 ) 0.4 0.5 Interest rate swap agreements Interest expense (6.4 ) 1.5 (12.5 ) 5.9 Total realized (loss) gain (8.8 ) 0.2 (20.2 ) 6.5 Total gain (loss) $ 0.4 $ (12.2 ) $ (70.8 ) $ (47.1 ) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Financial Information Relating to Reportable Segments | Financial information relating to the Company’s reportable segments on a continuing operations basis, revised to reflect the new segment structure, is as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) (In millions) Net sales to external customers: Meal Preparation $ 642.7 $ 656.5 $ 1,984.0 $ 1,984.7 Snacking & Beverages 403.0 400.8 1,188.5 1,164.7 Total $ 1,045.7 $ 1,057.3 $ 3,172.5 $ 3,149.4 Direct operating income: Meal Preparation $ 80.1 $ 92.4 $ 268.7 $ 273.5 Snacking & Beverages 65.7 41.3 166.3 134.2 Total 145.8 133.7 435.0 407.7 Unallocated selling, general, and administrative expenses (56.5 ) (56.8 ) (210.4 ) (213.3 ) Unallocated cost of sales (1) (12.0 ) (3.3 ) (26.5 ) (13.8 ) Unallocated corporate expense and other (1) (37.5 ) (129.2 ) (102.8 ) (228.6 ) Operating income (loss) $ 39.8 $ (55.6 ) $ 95.3 $ (48.0 ) (1) Includes charges related to restructuring programs and other costs managed at corporate. Other costs include incremental expenses directly attributable to our response to the COVID-19 pandemic, which included supplemental pay to our front-line personnel, additional protective equipment for employees, and additional sanitation measures. |
Schedule of Segment Revenue Disaggregated by Product Category | Segment revenue disaggregated by product category groups, revised to reflect the new segment structure, is as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) (In millions) Center store grocery $ 415.7 $ 432.7 $ 1,261.0 $ 1,331.0 Main course 227.0 223.8 723.0 653.7 Total Meal Preparation 642.7 656.5 1,984.0 1,984.7 Sweet & savory snacks 283.8 295.4 862.0 893.5 Beverages & drink mixes 119.2 105.4 326.5 271.2 Total Snacking & Beverages 403.0 400.8 1,188.5 1,164.7 Total net sales $ 1,045.7 $ 1,057.3 $ 3,172.5 $ 3,149.4 Segment revenue disaggregated by sales channel is as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (In millions) (In millions) Retail grocery $ 850.7 $ 835.4 $ 2,616.8 $ 2,498.0 Food-away-from-home 64.2 94.5 186.3 271.1 Industrial, co-manufacturing, and other 130.8 127.4 369.4 380.3 Total net sales $ 1,045.7 $ 1,057.3 $ 3,172.5 $ 3,149.4 |
Restructuring Programs - Aggreg
Restructuring Programs - Aggregate Expenses Incurred Associated with Facility Closure (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 20.2 | $ 24.3 | $ 51.9 | $ 89.9 | |
Cost of sales | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0.1 | 0.6 | 0.8 | 3.8 | |
General and administrative | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0.2 | 0 | 1.2 | 1.7 | |
Other operating expense, net | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 19.9 | 23.7 | 49.9 | 84.4 | |
TreeHouse 2020 | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 9.1 | 21.9 | 30 | 76.5 | |
Cumulative Costs To Date | 289.3 | 289.3 | |||
Total Expected Costs | 301.7 | 301.7 | |||
Structure to Win | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 11.1 | 2.4 | 21.9 | 13.4 | |
Cumulative Costs To Date | 81.7 | 81.7 | |||
Total Expected Costs | 90 | 90 | $ 60.4 | ||
Restructuring and Margin Improvement Activities Categories | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 20.2 | 24.3 | 51.9 | 89.9 | |
Restructuring and Margin Improvement Activities Categories | TreeHouse 2020 | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 9.1 | 21.9 | 30 | 76.5 | |
Restructuring and Margin Improvement Activities Categories | Structure to Win | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 11.1 | 2.4 | 21.9 | 13.4 | |
Asset-related | TreeHouse 2020 | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0.1 | (0.1) | 0.1 | 2.4 | |
Cumulative Costs To Date | 45.2 | 45.2 | |||
Total Expected Costs | 45.2 | 45.2 | |||
Asset-related | Structure to Win | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0 | 0.2 | 0 | 1.8 | |
Cumulative Costs To Date | 4 | 4 | |||
Total Expected Costs | 4 | 4 | |||
Employee-related | TreeHouse 2020 | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0.9 | 3.1 | 2.6 | 10.5 | |
Cumulative Costs To Date | 58.7 | 58.7 | |||
Total Expected Costs | 59.5 | 59.5 | |||
Employee-related | Structure to Win | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 1.8 | 1.1 | 6.8 | 3.7 | |
Cumulative Costs To Date | 32.9 | 32.9 | |||
Total Expected Costs | 35.8 | 35.8 | |||
Other costs | TreeHouse 2020 | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 8.1 | 18.9 | 27.3 | 63.6 | |
Cumulative Costs To Date | 185.4 | 185.4 | |||
Total Expected Costs | 197 | 197 | |||
Other costs | Structure to Win | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 9.3 | $ 1.1 | 15.1 | $ 7.9 | |
Cumulative Costs To Date | 44.8 | 44.8 | |||
Total Expected Costs | $ 50.2 | $ 50.2 |
Restructuring Programs - Activi
Restructuring Programs - Activity of Restructuring Program Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Restructuring Reserve [Roll Forward] | ||||
Expenses recognized | $ 20.2 | $ 24.3 | $ 51.9 | $ 89.9 |
Restructuring Plans Other Than TreeHouse 2020 | Severance | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance as of December 31, 2019 | 5.6 | |||
Cash payments | (5.5) | |||
Balance as of September 30, 2020 | $ 4.2 | 4.2 | ||
Restructuring Plans Other Than TreeHouse 2020 | Severance | Expenses recognized | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recognized | $ 4.1 |
Restructuring Programs - Additi
Restructuring Programs - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Structure to Win | ||
Restructuring Cost and Reserve [Line Items] | ||
Total cost to close facilities | $ 90 | $ 60.4 |
Receivables Sales Program - Add
Receivables Sales Program - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)agreement | Sep. 30, 2019USD ($) | |
Receivables Sales Agreement [Line Items] | ||||
Number of agreements | agreement | 2 | |||
Termination period | 60 days | |||
Retained interest | $ 0 | |||
Loss on sale of receivables | $ 400,000 | $ 800,000 | 1,900,000 | $ 2,900,000 |
Maximum | ||||
Receivables Sales Agreement [Line Items] | ||||
Proceeds from receivables sales | $ 300,000,000 | $ 300,000,000 |
Receivables Sales Program - Acc
Receivables Sales Program - Accounts Receivable Sold the Receivable Sales Program (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||
Outstanding accounts receivable sold | $ 226.7 | $ 243 |
Collections not remitted to financial institutions | $ 123.6 | $ 158.3 |
Inventories - Components (Detai
Inventories - Components (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 274.4 | $ 205.5 |
Finished goods | 389.7 | 338.5 |
Total inventories | $ 664.1 | $ 544 |
Discontinued Operations and O_3
Discontinued Operations and Other Divestitures - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($)facility | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)facility | Apr. 17, 2020USD ($) | Aug. 01, 2019USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Loss on sale of business | $ 0 | $ 97.5 | $ 0 | $ 97.5 | |||||
Assets held for sale | 125.5 | $ 131.1 | 125.5 | $ 131.1 | |||||
Snacking & Beverages | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Other operating (income) expense, net | 0.3 | ||||||||
Discontinued Operations | Snacks | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Long-lived asset impairment losses | $ 66.5 | ||||||||
Impairment of intangible assets (excluding goodwill) | 3.3 | ||||||||
Cash consideration | $ 24 | $ 90 | |||||||
Loss on sale of business | 97.5 | ||||||||
Discontinued Operations | Property, Plant and Equipment | Snacks | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Long-lived asset impairment losses | $ 63.2 | ||||||||
Held-for-sale | RTE Cereal | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Long-lived asset impairment losses | $ 0.4 | $ 10.7 | $ 0.1 | $ 74.6 | |||||
Held-for-sale | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Number of facilities | facility | 2 | ||||||||
Assets held for sale | $ 24.3 | $ 24.3 | |||||||
Held-for-sale | Snacking & Beverages | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Number of facilities to be disposed | facility | 2 | ||||||||
Held-for-sale | In-Store Bakery Facilities | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Number of facilities to be disposed | facility | 2 | ||||||||
Assets held for sale | $ 2.7 | $ 2.7 |
Discontinued Operations and O_4
Discontinued Operations and Other Divestitures - Results of Discontinued Operations on Income Statement (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Net sales | $ 51.8 | $ 122.1 | $ 168.7 | $ 581.8 |
Cost of sales | 45.3 | 119.5 | 146.3 | 570.5 |
Selling, general, administrative and other operating expenses | 3.9 | 15.2 | 13.1 | 51.1 |
Asset impairment | 0.4 | 10.7 | 0.1 | 141.1 |
Loss on sale of business | 0 | 97.5 | 0 | 97.5 |
Other operating (income) expense, net | (0.5) | 0 | 0.7 | 0 |
Operating income (loss) from discontinued operations | 2.7 | (120.8) | 8.5 | (278.4) |
Interest and other expense | 0.7 | 2.5 | 2.8 | 6.1 |
Income tax expense (benefit) | 1.3 | (6.5) | 2.3 | (33.6) |
Net income (loss) from discontinued operations | $ 0.7 | $ (116.8) | $ 3.4 | $ (250.9) |
Discontinued Operations and O_5
Discontinued Operations and Other Divestitures - Results of Discontinued Operations on Balance Sheet (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Inventories | $ 37.3 | $ 41.6 |
Property, plant, and equipment, net | 64.7 | 64.4 |
Operating lease right-of-use assets | 6 | 7.5 |
Goodwill | 53.5 | 53.5 |
Intangible assets, net | 38.6 | 38.6 |
Valuation allowance | (74.6) | (74.5) |
Assets of discontinued operations | 125.5 | 131.1 |
Accrued expenses and other liabilities | 1 | 8.3 |
Operating lease liabilities | 6.5 | 8.2 |
Total liabilities of discontinued operations | $ 7.5 | $ 16.5 |
Discontinued Operations and O_6
Discontinued Operations and Other Divestitures - Assets Held for Sale (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Inventories | $ 37.3 | $ 41.6 |
Property, plant, and equipment, net | 64.7 | 64.4 |
Goodwill | 53.5 | 53.5 |
Intangible assets, net | 38.6 | 38.6 |
Valuation allowance | (74.6) | (74.5) |
Assets of discontinued operations | $ 125.5 | 131.1 |
Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Inventories | 9.4 | |
Property, plant, and equipment, net | 40.9 | |
Goodwill | 5.7 | |
Intangible assets, net | 9.4 | |
Valuation allowance | (41.1) | |
Assets of discontinued operations | $ 24.3 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)segment | Dec. 31, 2019USD ($)segment | |
Indefinite-lived Intangible Assets [Line Items] | |||
Number of operating segments | segment | 2 | 3 | |
Trademarks | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite lived intangibles | $ 21.7 | $ 22 | |
Cookies And Dry Dinner Asset Group | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Property, plant, and equipment impairment losses | $ 42.8 | ||
Finite lived intangible asset impairment | $ 45.2 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Millions | Sep. 01, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Goodwill [Roll Forward] | |||
Balance at January 1, 2020, before accumulated impairment losses | $ 2,151.8 | ||
Accumulated impairment losses | (44.5) | ||
Balance at January 1, 2020 | $ 2,107.3 | ||
Acquisition | 10.7 | ||
Foreign currency exchange adjustments | (2.9) | ||
Balance at September 30, 2020 | 2,115.1 | ||
Acquisition | 10.7 | ||
Meal Preparation | |||
Goodwill [Roll Forward] | |||
Balance at January 1, 2020, before accumulated impairment losses | 1,264.5 | ||
Accumulated impairment losses | (11.5) | ||
Balance at January 1, 2020 | 1,253 | ||
Acquisition | 10.7 | ||
Foreign currency exchange adjustments | (1.7) | ||
Balance at September 30, 2020 | 1,262 | ||
Acquisition | 10.7 | ||
Snacking & Beverages | |||
Goodwill [Roll Forward] | |||
Balance at January 1, 2020, before accumulated impairment losses | 887.3 | ||
Accumulated impairment losses | $ (33) | ||
Balance at January 1, 2020 | 854.3 | ||
Acquisition | 0 | ||
Foreign currency exchange adjustments | (1.2) | ||
Balance at September 30, 2020 | 853.1 | ||
Acquisition | $ 0 | ||
Refrigerated Dough Business | |||
Goodwill [Roll Forward] | |||
Purchase price | $ 17.5 | ||
Refrigerated Dough Business | Meal Preparation | |||
Goodwill [Roll Forward] | |||
Acquisition | 10.7 | ||
Acquisition | $ 10.7 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Gross Carrying Amounts and Accumulated Amortization of Intangible Assets, with Finite Lives (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,042.6 | $ 1,032.7 |
Accumulated Amortization | (551) | (500) |
Net Carrying Amount | 491.6 | 532.7 |
Customer-related | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 775.9 | 778.1 |
Accumulated Amortization | (390.7) | (355.2) |
Net Carrying Amount | 385.2 | 422.9 |
Contractual agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 0.5 | 0.5 |
Accumulated Amortization | (0.5) | (0.5) |
Net Carrying Amount | 0 | 0 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 52.9 | 53 |
Accumulated Amortization | (30.2) | (27.1) |
Net Carrying Amount | 22.7 | 25.9 |
Formulas/recipes | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 22.9 | 22.1 |
Accumulated Amortization | (21.3) | (19.2) |
Net Carrying Amount | 1.6 | 2.9 |
Computer software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 190.4 | 179 |
Accumulated Amortization | (108.3) | (98) |
Net Carrying Amount | $ 82.1 | $ 81 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 49.10% | 37.40% | 39.10% | 28.50% |
Decrease in total amount of unrecognized tax benefits within the next 12 months | $ 4.6 | $ 4.6 | ||
Decrease in unrecognized tax benefits is reasonably possible | 1.6 | 1.6 | ||
CARES Act, Income tax benefit | 14 | 25 | ||
Income taxes receivable related to CARES Act | $ 73.5 | $ 73.5 |
Long-Term Debt - Components (De
Long-Term Debt - Components (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Aug. 26, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Finance leases | $ 4.2 | $ 3.9 | |
Total outstanding debt | 2,236.6 | 2,122.7 | |
Deferred financing costs | (19.5) | (15.7) | |
Less current portion | (15.6) | (15.3) | |
Total long-term debt | 2,201.5 | 2,091.7 | |
2022 Notes | |||
Debt Instrument [Line Items] | |||
Senior notes | 0 | $ 375.9 | |
2024 Notes | |||
Debt Instrument [Line Items] | |||
Senior notes | 602.9 | 602.9 | |
2028 Notes | |||
Debt Instrument [Line Items] | |||
Senior notes | 500 | 0 | |
Term Loan A | |||
Debt Instrument [Line Items] | |||
Term loan | 454.6 | 458.4 | |
Term Loan A-1 | |||
Debt Instrument [Line Items] | |||
Term loan | $ 674.9 | $ 681.6 |
Long-Term Debt - Scheduled Matu
Long-Term Debt - Scheduled Maturities of Outstanding Debt, Excluding Deferred Financing Costs (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Remainder of 2020 | $ 3.9 | |
2021 | 15.5 | |
2022 | 15.1 | |
2023 | 660.2 | |
2024 | 608.4 | |
Thereafter | 933.5 | |
Total outstanding debt | $ 2,236.6 | $ 2,122.7 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | Sep. 09, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Aug. 26, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||||
Average interest rate on debt outstanding | 1.78% | ||||||
Credit agreement interest rate including effect of interest rate swaps | 4.04% | ||||||
Loss on extinguishment of debt | $ 1,200,000 | $ 0 | $ 1,200,000 | $ 0 | |||
Long-term debt, fair value | 2,257,600,000 | 2,257,600,000 | $ 2,146,100,000 | ||||
Long-term debt, carrying value | 2,232,400,000 | 2,232,400,000 | 2,118,800,000 | ||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Revolving credit facility available | 727,000,000 | 727,000,000 | |||||
Revolving credit facility -maximum borrowing capacity | 750,000,000 | 750,000,000 | |||||
Letters of credit facility issued but undrawn | $ 23,000,000 | $ 23,000,000 | |||||
2022 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Stated debt interest rate | 4.875% | 4.875% | 100.00% | ||||
Aggregate principal amount | $ 400,000,000 | $ 400,000,000 | |||||
Senior notes | 0 | 0 | $ 375,900,000 | ||||
Loss on extinguishment of debt | $ 1,200,000 | $ 1,200,000 | |||||
2028 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Stated debt interest rate | 4.00% | 4.00% | 4.00% | ||||
Aggregate principal amount | $ 500,000,000 | $ 500,000,000 | |||||
Senior notes | $ 500,000,000 | $ 500,000,000 | $ 0 | ||||
Holders of at least, percentage | 0.25 | ||||||
Prior to September 1, 2023 | 2028 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price, percentage | 100.00% | ||||||
Redemption price, principal amount redeemed, percentage | 40.00% | ||||||
Post to September 1, 2023 | 2028 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price, percentage | 104.00% | ||||||
Change of control | 2028 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price, percentage | 101.00% |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Weighted average common shares outstanding (in shares) | 56.6 | 56.3 | 56.5 | 56.2 |
Assumed exercise/vesting of equity awards (in shares) | 0.2 | 0 | 0 | 0 |
Weighted average diluted common shares outstanding (in shares) | 56.8 | 56.3 | 56.5 | 56.2 |
Equity awards, excluded from computation of diluted earnings (in shares) | 1.5 | 1.7 | 1.5 | 1.6 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($)performance_periodinstallmentshares | |
Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting, number of equal installments | installment | 3 |
Award vesting period | 3 years |
Award expiration period | 10 years |
Compensation costs, unrecognized | $ | $ 0.1 |
Compensation costs, recognition weighted average remaining period (in years) | 3 months 18 days |
Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting, number of equal installments | installment | 3 |
Award vesting period | 3 years |
Compensation costs, unrecognized | $ | $ 23.1 |
Compensation costs, recognition weighted average remaining period (in years) | 2 years |
Restricted Stock Units | Director | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of restricted stock units, earned and deferred (in shares) | shares | 91,130 |
Performance Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation costs, unrecognized | $ | $ 11.3 |
Compensation costs, recognition weighted average remaining period (in years) | 1 year 2 months 12 days |
Number of performance periods | performance_period | 3 |
Accrual of units (as a percent) | 33.33% |
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] | |
Maximum number of shares available to be awarded (in shares) | shares | 17,500,000 |
Shares available (in shares) | shares | 4,000,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Total Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | ||||
Compensation expense related to stock-based payments | $ 5.8 | $ 5.5 | $ 20.7 | $ 17.5 |
Related income tax benefit | $ 1.5 | $ 1.2 | $ 5.4 | $ 4.4 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Employee Options | ||
Options outstanding, beginning balance (in shares) | 1,528 | |
Options, forfeited (in shares) | (8) | |
Options, exercised (in shares) | (57) | |
Options, expired (in shares) | (106) | |
Options outstanding, ending balance (in shares) | 1,357 | 1,528 |
Options, vested/expected to vest, at September 30, 2020 (in shares) | 1,357 | |
Options, exercisable, at September 30, 2020 (in shares) | 1,357 | |
Weighted Average Exercise Price | ||
Weighted average exercise price, outstanding, beginning balance (in usd per share) | $ 74.58 | |
Weighted average exercise price, forfeited (in usd per share) | 82.77 | |
Weighted average exercise price, exercised (in usd per share) | 46.47 | |
Weighted average exercise price, expired (in usd per share) | 70.92 | |
Weighted average exercise price, outstanding, ending balance (in usd per share) | 75.98 | $ 74.58 |
Weighted average exercise price, vested/expected to vest, at September 30, 2020 (in usd per share) | 75.99 | |
Weighted average exercise price, exercisable, at September 30, 2020 (in usd per share) | $ 76 | |
Weighted Average Remaining Contractual Term (yrs) | ||
Weighted average remaining contractual term, outstanding | 3 years 2 months 12 days | 3 years 8 months 12 days |
Weighted average remaining contractual term, vested/expected to vest | 3 years 2 months 12 days | |
Weighted average remaining contractual term, exercisable | 3 years 2 months 12 days | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value, outstanding | $ 0.4 | $ 0.8 |
Aggregate intrinsic value, vested/expected to vest, at September 30, 2020 | 0.4 | |
Aggregate intrinsic value, exercisable, at September 30, 2020 | $ 0.4 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Employee Stock Option Highlights (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | ||||
Intrinsic value of stock options exercised | $ 0 | $ 0.1 | $ 0.3 | $ 0.1 |
Tax benefit recognized from stock option exercises | $ 0 | $ 0 | $ 0.1 | $ 0 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Restricted Stock and Restricted Stock Unit Activity (Details) - Restricted Stock Units shares in Thousands | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Employee | |
Restricted Stock Units | |
Stock units, outstanding, beginning balance (in shares) | shares | 615 |
Stock units, granted (in shares) | shares | 422 |
Stock units, vested (in shares) | shares | (233) |
Stock units, forfeited (in shares) | shares | (81) |
Stock units, outstanding, ending balance (in shares) | shares | 723 |
Weighted Average Grant Date Fair Value | |
Weighted average grant date fair value, outstanding, beginning balance (in usd per share) | $ / shares | $ 54.58 |
Weighted average grant date fair value, granted (in usd per share) | $ / shares | 44.14 |
Weighted average grant date fair value, vested (in usd per share) | $ / shares | 55.63 |
Weighted average grant date fair value, forfeited (in usd per share) | $ / shares | 55.36 |
Weighted average grant date fair value, outstanding, ending balance (in usd per share) | $ / shares | $ 48.04 |
Director | |
Restricted Stock Units | |
Stock units, outstanding, beginning balance (in shares) | shares | 116 |
Stock units, granted (in shares) | shares | 29 |
Stock units, vested (in shares) | shares | (24) |
Stock units, forfeited (in shares) | shares | 0 |
Stock units, outstanding, ending balance (in shares) | shares | 121 |
Weighted Average Grant Date Fair Value | |
Weighted average grant date fair value, outstanding, beginning balance (in usd per share) | $ / shares | $ 58.30 |
Weighted average grant date fair value, granted (in usd per share) | $ / shares | 52.46 |
Weighted average grant date fair value, vested (in usd per share) | $ / shares | 66.79 |
Weighted average grant date fair value, forfeited (in usd per share) | $ / shares | 0 |
Weighted average grant date fair value, outstanding, ending balance (in usd per share) | $ / shares | $ 55.04 |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Employee and Director Restricted Stock and Restricted Stock Highlights (Details) - Restricted Stock Units - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of vested restricted stock units | $ 0.6 | $ 0.4 | $ 10.8 | $ 19.1 |
Tax benefit recognized from vested restricted stock units | $ 0 | $ 0.1 | $ 1.9 | $ 3.5 |
Stock-Based Compensation - Su_6
Stock-Based Compensation - Summary of Performance Unit Activity (Details) - Performance Units shares in Thousands | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Performance Units | |
Stock units, outstanding, beginning balance (in shares) | shares | 482 |
Stock units, granted (in shares) | shares | 221 |
Stock units, vested (in shares) | shares | (75) |
Stock units, forfeited (in shares) | shares | (80) |
Stock units, outstanding, ending balance (in shares) | shares | 548 |
Weighted Average Grant Date Fair Value | |
Weighted average grant date fair value, outstanding, beginning balance (in usd per share) | $ / shares | $ 61.28 |
Weighted average grant date fair value, granted (in usd per share) | $ / shares | 44.19 |
Weighted average grant date fair value, vested (in usd per share) | $ / shares | 60.12 |
Weighted average grant date fair value, forfeited (in usd per share) | $ / shares | 75.57 |
Weighted average grant date fair value, outstanding, ending balance (in usd per share) | $ / shares | $ 52.45 |
Stock-Based Compensation - Su_7
Stock-Based Compensation - Summary of Performance Unit Highlights (Details) - Performance Units - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of vested performance units | $ 0 | $ 0 | $ 3.3 | $ 0.9 |
Tax benefit recognized from performance units vested | $ 0 | $ 0 | $ 0.6 | $ 0.2 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | $ 1,803.7 | $ 1,788.1 | $ 1,830.9 | $ 1,983.3 | $ 2,141.7 | $ 2,160 | $ 1,830.9 | $ 2,160 |
Other comprehensive income (loss) before reclassification | (2.8) | 8.5 | ||||||
Reclassifications from accumulated other comprehensive loss | 0.4 | 0.4 | ||||||
Other comprehensive income (loss) | 5.9 | 7.5 | (15.8) | (5.4) | 7.4 | 6.9 | (2.4) | 8.9 |
Ending balance | 1,827.3 | 1,803.7 | 1,788.1 | 1,806 | 1,983.3 | 2,141.7 | 1,827.3 | 1,806 |
Foreign Currency Translation | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | (79.4) | (91.7) | (79.4) | (91.7) | ||||
Other comprehensive income (loss) before reclassification | (2.8) | 8.5 | ||||||
Reclassifications from accumulated other comprehensive loss | 0 | 0 | ||||||
Other comprehensive income (loss) | (2.8) | 8.5 | ||||||
Ending balance | (82.2) | (83.2) | (82.2) | (83.2) | ||||
Unrecognized Pension and Postretirement Benefits | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | (4.6) | (5.4) | (4.6) | (5.4) | ||||
Other comprehensive income (loss) before reclassification | 0 | 0 | ||||||
Reclassifications from accumulated other comprehensive loss | 0.4 | 0.4 | ||||||
Other comprehensive income (loss) | 0.4 | 0.4 | ||||||
Ending balance | (4.2) | (5) | (4.2) | (5) | ||||
Accumulated Other Comprehensive Loss | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Beginning balance | (92.3) | (99.8) | (84) | (82.8) | (90.2) | (97.1) | (84) | (97.1) |
Other comprehensive income (loss) | 5.9 | 7.5 | (15.8) | (5.4) | 7.4 | 6.9 | ||
Ending balance | $ (86.4) | $ (92.3) | $ (99.8) | $ (88.2) | $ (82.8) | $ (90.2) | $ (86.4) | $ (88.2) |
Employee Retirement and Postr_3
Employee Retirement and Postretirement Benefits - Summary of Net Periodic Cost of Pension and Postretirement Benefit Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Pension Benefits | ||||
Components of net periodic costs | ||||
Service cost | $ 0.4 | $ 0.4 | $ 1.2 | $ 1.3 |
Interest cost | 2.7 | 3.2 | 8.1 | 9.7 |
Expected return on plan assets | (3.7) | (3.6) | (10.9) | (10.8) |
Amortization of unrecognized prior service cost | 0.1 | 0 | 0.1 | 0.1 |
Amortization of unrecognized net loss | 0.1 | 0.1 | 0.3 | 0.3 |
Net periodic pension/postretirement (benefit) cost | (0.4) | 0.1 | (1.2) | 0.6 |
Postretirement Benefits | ||||
Components of net periodic costs | ||||
Interest cost | 0.2 | 0.3 | 0.6 | 0.9 |
Net periodic pension/postretirement (benefit) cost | $ 0.2 | $ 0.3 | $ 0.6 | $ 0.9 |
Employee Retirement and Postr_4
Employee Retirement and Postretirement Benefits - Additional Information (Details) $ in Millions | Jun. 30, 2019USD ($) |
Retirement Benefits [Abstract] | |
Settled withdrawal liability | $ 4.1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Mar. 10, 2020 | Dec. 16, 2019 | Sep. 30, 2020USD ($)complaint |
Loss Contingencies [Line Items] | |||
Extension term | 77 days | 90 days | |
Negrete v Ralcorp Holdings Inc et al | |||
Loss Contingencies [Line Items] | |||
Loss contingency, liability | $ 9 | ||
Negrete v Ralcorp Holdings Inc et al | Pending Litigation | |||
Loss Contingencies [Line Items] | |||
Loss contingency, estimate of possible loss | $ 9 | ||
Class Actions Filed By Shareholders | |||
Loss Contingencies [Line Items] | |||
Loss contingency, number of claims | complaint | 5 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) lb in Millions, gal in Millions, MW in Millions, DTH in Millions | 9 Months Ended | ||
Sep. 30, 2020USD ($)MWDTHlbgal | Dec. 31, 2025 | Dec. 31, 2020 | |
Interest Rate Swap Agreements | Scenario, Forecast | |||
Derivative [Line Items] | |||
Weighted average fixed interest rate | 2.91% | 2.68% | |
Interest Rate Swap Agreements | LIBOR Interest Rate | |||
Derivative [Line Items] | |||
Derivative notional amount | $ | $ 875,000,000 | ||
Foreign Currency Contracts | |||
Derivative [Line Items] | |||
Derivative notional amount | $ | $ 2,900,000 | ||
Electricity Contract | |||
Derivative [Line Items] | |||
Derivative, nonmonetary notional amount | MW | 0.1 | ||
Diesel Contract | |||
Derivative [Line Items] | |||
Derivative, notional amount, volume (in gal) | gal | 24.2 | ||
Natural Gas Contract | |||
Derivative [Line Items] | |||
Derivative, nonmonetary notional amount | DTH | 3.6 | ||
Coffee Contract | |||
Derivative [Line Items] | |||
Derivative, notional amount, mass (in lbs) | lb | 4.2 | ||
Resin Contract | |||
Derivative [Line Items] | |||
Derivative, notional amount, mass (in lbs) | lb | 28.8 |
Derivative Instruments - Deriva
Derivative Instruments - Derivative, Fair Value, and Location on Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Derivatives, Fair Value [Line Items] | ||
Asset derivative, fair value | $ 3.1 | $ 1.6 |
Liability derivative, fair value | 109.3 | 57.2 |
Commodity contracts | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivative, fair value | 3.1 | 0.8 |
Liability derivative, fair value | 3.4 | 0.6 |
Foreign currency contracts | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivative, fair value | 0 | 0.1 |
Interest rate swap agreements | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivative, fair value | 0 | 0.8 |
Liability derivative, fair value | $ 105.9 | $ 56.5 |
Derivative Instruments - Gains
Derivative Instruments - Gains and Losses on Derivative Contracts (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized (loss) gain, derivative | $ (50.6) | $ (53.6) | ||
Total unrealized gain (loss) | $ 9.2 | $ (12.4) | (50.6) | (53.6) |
Total realized (loss) gain | (8.8) | 0.2 | (20.2) | 6.5 |
Total gain (loss) | 0.4 | (12.2) | (70.8) | (47.1) |
Commodity contracts | Other (income) expense, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized (loss) gain, commodity | 3.6 | (0.2) | (0.5) | (1.2) |
Commodity contracts | Manufacturing related to Cost of sales and transportation related to Selling and distribution | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total realized (loss) gain | (2.4) | (1.2) | (8.1) | 0.1 |
Foreign currency contracts | Other (income) expense, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized (loss) gain, derivative | 0 | 0.5 | 0.1 | (1.4) |
Foreign currency contracts | Cost of sales | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total realized (loss) gain | 0 | (0.1) | 0.4 | 0.5 |
Interest rate swap agreements | Other (income) expense, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized (loss) gain, derivative | 5.6 | (12.7) | (50.2) | (51) |
Interest rate swap agreements | Interest expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total realized (loss) gain | $ (6.4) | $ 1.5 | $ (12.5) | $ 5.9 |
Segment Information - Financial
Segment Information - Financial Information Relating to Reportable Segments (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)segment | Sep. 30, 2019USD ($) | Dec. 31, 2019segment | |
Segment Reporting Information [Line Items] | |||||
Number of operating segments | segment | 2 | 3 | |||
Net sales | $ 1,045.7 | $ 1,057.3 | $ 3,172.5 | $ 3,149.4 | |
Unallocated cost of sales | (857.5) | (871) | (2,598.2) | (2,577.7) | |
Operating income (loss) | 39.8 | (55.6) | 95.3 | (48) | |
Meal Preparation | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 642.7 | 656.5 | 1,984 | 1,984.7 | |
Snacking & Beverages | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 403 | 400.8 | 1,188.5 | 1,164.7 | |
Operating segments | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 1,045.7 | 1,057.3 | 3,172.5 | 3,149.4 | |
Direct operating income | 145.8 | 133.7 | 435 | 407.7 | |
Operating segments | Meal Preparation | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 642.7 | 656.5 | 1,984 | 1,984.7 | |
Direct operating income | 80.1 | 92.4 | 268.7 | 273.5 | |
Operating segments | Snacking & Beverages | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 403 | 400.8 | 1,188.5 | 1,164.7 | |
Direct operating income | 65.7 | 41.3 | 166.3 | 134.2 | |
Unallocated Amount to Segment | |||||
Segment Reporting Information [Line Items] | |||||
Unallocated selling, general, and administrative expenses | (56.5) | (56.8) | (210.4) | (213.3) | |
Unallocated cost of sales | (12) | (3.3) | (26.5) | (13.8) | |
Unallocated corporate expense and other | $ (37.5) | $ (129.2) | $ (102.8) | $ (228.6) |
Segment Information - Disaggreg
Segment Information - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 1,045.7 | $ 1,057.3 | $ 3,172.5 | $ 3,149.4 |
Retail grocery | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 850.7 | 835.4 | 2,616.8 | 2,498 |
Food-away-from-home | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 64.2 | 94.5 | 186.3 | 271.1 |
Industrial, co-manufacturing, and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 130.8 | 127.4 | 369.4 | 380.3 |
Meal Preparation | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 642.7 | 656.5 | 1,984 | 1,984.7 |
Meal Preparation | Center store grocery | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 415.7 | 432.7 | 1,261 | 1,331 |
Meal Preparation | Main course | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 227 | 223.8 | 723 | 653.7 |
Snacking & Beverages | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 403 | 400.8 | 1,188.5 | 1,164.7 |
Snacking & Beverages | Sweet & savory snacks | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 283.8 | 295.4 | 862 | 893.5 |
Snacking & Beverages | Beverages & drink mixes | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 119.2 | $ 105.4 | $ 326.5 | $ 271.2 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Nov. 05, 2020USD ($) |
Riviana Foods | Subsequent Event | |
Subsequent Event [Line Items] | |
Purchase price | $ 242.5 |
Uncategorized Items - thsq32020
Label | Element | Value |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | us-gaap_RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability | $ 252,500,000 |