Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | THS | |
Entity Registrant Name | TREEHOUSE FOODS, INC. | |
Entity Central Index Key | 1,320,695 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 57,215,184 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 131.9 | $ 62.1 |
Investments | 13.2 | 10.4 |
Receivables, net | 432.1 | 429 |
Inventories | 1,137.5 | 978 |
Assets held for sale | 3.6 | |
Prepaid expenses and other current assets | 110.4 | 77.6 |
Total current assets | 1,825.1 | 1,560.7 |
Property, plant, and equipment, net | 1,289.8 | 1,359.3 |
Goodwill | 2,459.2 | 2,447.2 |
Intangible assets, net | 1,068.3 | 1,137.6 |
Other assets, net | 43.2 | 41 |
Total assets | 6,685.6 | 6,545.8 |
Current liabilities: | ||
Accounts payable and accrued expenses | 773.8 | 626.8 |
Current portion of long-term debt | 72.1 | 66.4 |
Total current liabilities | 845.9 | 693.2 |
Long-term debt | 2,620.4 | 2,724.8 |
Deferred income taxes | 421.4 | 422.2 |
Other long-term liabilities | 200.6 | 202.3 |
Total liabilities | 4,088.3 | 4,042.5 |
Commitments and contingencies (Note 15) | ||
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, 57.2 and 56.8 shares issued and outstanding, respectively | 0.6 | 0.6 |
Additional paid-in capital | 2,101.4 | 2,071.9 |
Retained earnings | 554.9 | 532.1 |
Accumulated other comprehensive loss | (59.6) | (101.3) |
Total stockholders’ equity | 2,597.3 | 2,503.3 |
Total liabilities and stockholders’ equity | $ 6,685.6 | $ 6,545.8 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 57,200,000 | 56,800,000 |
Common stock, shares outstanding | 57,200,000 | 56,800,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,548.8 | $ 1,586.9 | $ 4,607.2 | $ 4,398.5 |
Cost of sales | 1,288.7 | 1,301.3 | 3,783.8 | 3,622.5 |
Gross profit | 260.1 | 285.6 | 823.4 | 776 |
Operating expenses: | ||||
Selling and distribution | 95.6 | 102.2 | 295 | 292 |
General and administrative | 67.1 | 71.9 | 229.3 | 244.6 |
Amortization expense | 28.5 | 28.6 | 85.8 | 80.9 |
Other operating expense, net | 11.1 | 5.3 | 111.9 | 10.3 |
Total operating expenses | 202.3 | 208 | 722 | 627.8 |
Operating income | 57.8 | 77.6 | 101.4 | 148.2 |
Other expense: | ||||
Interest expense | 31.4 | 30.8 | 92.9 | 88 |
Interest income | (0.4) | (0.1) | (3.5) | (3.5) |
Gain on foreign currency exchange | (2.5) | (1.1) | (2.8) | (6) |
Other (income) expense, net | (0.8) | (4.6) | 1 | (0.3) |
Total other expense | 27.7 | 25 | 87.6 | 78.2 |
Income before income taxes | 30.1 | 52.6 | 13.8 | 70 |
Income taxes | 1.3 | 15.2 | (9) | 16.8 |
Net income | $ 28.8 | $ 37.4 | $ 22.8 | $ 53.2 |
Net earnings per common share: | ||||
Basic | $ 0.50 | $ 0.66 | $ 0.40 | $ 0.96 |
Diluted | $ 0.50 | $ 0.65 | $ 0.40 | $ 0.95 |
Weighted average common shares: | ||||
Basic | 57.3 | 56.8 | 57.1 | 55.4 |
Diluted | 57.7 | 57.6 | 57.7 | 56.2 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Statement Of Income And Comprehensive Income [Abstract] | |||||
Net income | $ 28.8 | $ 37.4 | $ 22.8 | $ 53.2 | |
Other comprehensive income: | |||||
Foreign currency translation adjustments | 18 | (7.3) | 34.5 | 21.6 | |
Pension and postretirement reclassification adjustment | [1] | 0.1 | 0.3 | 7.2 | 0.8 |
Other comprehensive income (loss) | 18.1 | (7) | 41.7 | 22.4 | |
Comprehensive income | $ 46.9 | $ 30.4 | $ 64.5 | $ 75.6 | |
[1] | Net of tax of $0.1 million and $0.2 million for the three months ended September 30, 2017 and 2016, respectively, and $4.4 million and $0.5 million for the nine months ended September 30, 2017 and 2016, respectively. |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Pension and postretirement reclassification adjustment, tax | $ 0.1 | $ 0.2 | $ 4.4 | $ 0.5 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 22.8 | $ 53.2 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 213.2 | 208.1 |
Stock-based compensation | 25.2 | 22.8 |
Loss on divestiture | 85.6 | |
Other | 0.7 | (10.8) |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Receivables | 0.2 | (16.8) |
Inventories | (205) | (8.1) |
Prepaid expenses and other assets | (39.2) | (32.2) |
Accounts payable, accrued expenses, and other liabilities | 159.9 | 82.2 |
Net cash provided by operating activities | 263.4 | 298.4 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (102.5) | (131.9) |
Additions to intangible assets | (18.6) | (10.9) |
Acquisitions, less cash acquired | (2,644.4) | |
Proceeds from sale of fixed assets | 7.2 | 1.5 |
Proceeds from divestiture | 19.3 | |
Other | (1) | (1.4) |
Net cash (used in) provided by investing activities | (95.6) | (2,787.1) |
Cash flows from financing activities: | ||
Borrowings under Revolving Credit Facility | 584.5 | 239.3 |
Payments under Revolving Credit Facility | (634.5) | (313.3) |
Proceeds from issuance of Term Loan A-2 | 1,025 | |
Proceeds from issuance of 2024 Notes | 775 | |
Payments on capitalized lease obligations and other debt | (2.3) | (2.6) |
Payment of deferred financing costs | (34.3) | |
Payments on Term Loans | (50.8) | (25.9) |
Net proceeds from issuance of common stock | 835.1 | |
Receipts related to stock-based award activities | 11.1 | 7.6 |
Payments related to stock-based award activities | (6.7) | (8.7) |
Net cash (used in) provided by financing activities | (98.7) | 2,497.2 |
Effect of exchange rate changes on cash and cash equivalents | 0.7 | 3.8 |
Net increase in cash and cash equivalents | 69.8 | 12.3 |
Cash and cash equivalents, beginning of period | 62.1 | 34.9 |
Cash and cash equivalents, end of period | 131.9 | 47.2 |
Supplemental cash flow disclosures | ||
Interest paid | 102.8 | 80.8 |
Income taxes paid | 25.8 | 49.5 |
Non-cash investing activities: | ||
Accrued purchase of property and equipment | 20.9 | 15.5 |
Accrued other intangible assets | $ 3.8 | $ 4.4 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
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. Certain prior year amounts in the Condensed Consolidated Statements of Cash Flows have been reclassified to conform to the current period presentation. 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, 2016. Results of operations for interim periods are not necessarily indicative of annual results. In the first quarter of 2017, the Company completed changes in its organizational structure that resulted in a change in how the Company manages its business and allocates resources. As a result, the Company revised its reportable segments to reflect how management currently reviews financial information and makes operating decisions. See Note 18 for additional details. All prior period amounts have been recast to reflect the change in reportable segments. On February 1, 2016, the Company acquired all of the outstanding common stock of Ralcorp Holdings, Inc., the Missouri corporation through which the private brands business (“Private Brands Business”) of ConAgra Foods, Inc. was operated. Ralcorp Holdings, Inc. was renamed TreeHouse Private Brands, Inc. during the first quarter of 2016. The results of operations of the Private Brands Business are included in our financial statements from the date of acquisition and are included in the Baked Goods, Condiments, Meals, and Snacks segments, as applicable. The Private Brands Business was on a 4-4-5 fiscal calendar during the third quarter of 2016, and September 25, 2016 was the fiscal period end closest to the Company’s fiscal quarter end. This difference did not have a significant impact on the results of operations of the Private Brands Business. In the fourth quarter of 2016, the Company changed the fiscal year end of the Private Brands Business to December 31. The Company did not retrospectively apply the effects of this change to the three and nine month periods ended September 30, 2016 due to impracticability, and believes the effects would be immaterial. 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, 2016. |
Restructuring and Margin Improv
Restructuring and Margin Improvement Activities | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Margin Improvement Activities | 2. RESTRUCTURING AND MARGIN IMPROVEMENT ACTIVITIES The Company’s restructuring and margin improvement activities are part of an enterprise-wide transformation to improve long-term profitability of the Company. Upon completion of our multi-year multi-phase programs, the projects are expected to deliver higher margin sales growth and reduced expenses resulting in margin expansion. Expenses associated with these programs are primarily aggregated in the Other operating expense, net line of the Condensed Consolidated Statements of Operations, with the exception of asset-related costs, which are recorded in Cost of sales. During the three months ended September 30, 2017, the Company recorded total charges $20.7 million across all restructuring programs and margin improvement activities. The charges included $10.2 million recorded in Cost of sales and $10.5 million recorded in Other operating expenses, net. During the three months ended September 30, 2016, the Company recorded total charges of $5.9 million across all restructuring programs and margin improvement activities. The charges included $1.0 million recorded in Cost of sales and $4.9 million recorded in Other operating expenses, net. During the nine months ended September 30, 2017, the Company recorded charges of $39.5 million across all restructuring programs and margin improvement activities. These charges included $13.5 million recorded in Cost of sales and $26.0 million recorded in Other operating expenses, net. During the nine months ended September 30, 2016, the Company recorded charges of $12.9 million across all restructuring programs and margin improvement activities. These charges included $3.9 million recorded in Cost of sales and $9.0 million recorded in Other operating expenses, net. The Company does not allocate restructuring and margin improvement activities costs to reportable segments when evaluating the performance of its segments. As a result, restructuring and margin improvement activities costs by reportable segment has not been presented. See Note 18 for more information. 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. TreeHouse 2020 is expected to produce significant savings to achieve our operating margin expansion targets creating reinvestment opportunities to drive future growth. This program will be executed in multiple phases over the next several years. The key elements of Phase 1 include the closure of the Company’s Brooklyn Park, Minnesota and Plymouth, Indiana facilities, as well as the downsizing of the Dothan, Alabama facility. Production at the Brooklyn Park, Minnesota and Plymouth, Indiana facilities is expected to cease in the fourth quarter of 2017. The facility downsizing at Dothan, Alabama is expected to be complete in the third quarter of 2018. In addition, we have taken steps toward increasing our capacity utilization, operational margin expansion, and streamlining our plant structure to optimize our supply chain. Below is a summary of costs by type associated with TreeHouse 2020: Three Nine Months Ended Cumulative Costs Total Expected September 30, 2017 September 30, 2017 To Date Costs (In millions) Asset-related $ 8.0 $ 8.0 $ 8.0 $ 14.8 Employee-related 4.3 4.3 4.3 7.0 Other costs 2.4 2.4 2.4 22.7 Total $ 14.7 $ 14.7 $ 14.7 $ 44.5 For the three months ended September 30, 2017 asset-related costs primarily consisted of accelerated depreciation; employee-related costs primarily consisted of severance; and other costs primarily consisted of third-party costs. Other Restructuring and Plant Closing Costs The Company continually analyzes its plant network to align operations with the current and future needs of its customers. Facility closure decisions are made when the Company identifies opportunities to lower production costs or eliminate excess manufacturing capacity while maintaining a competitive cost structure, service levels, and product quality. Expenses associated with facility closures are primarily aggregated in the Other operating expense, net line of the Condensed Consolidated Statements of Operations, with the exception of asset-related costs, which are recorded in Cost of sales. The key information regarding the Company’s announced facility closures is outlined in the table below. Facility Location Date of Closure Announcement End of Production Full Facility Closure Primary Products Produced Primary Segment(s) Affected Total Costs to Close Total Cash Costs to Close (In millions) City of Industry, California November First quarter of 2016 Third quarter of 2016 Liquid non-dairy creamer and refrigerated salad dressings Beverages, Condiments $ 6.9 $ 3.8 Ayer, Massachusetts April 5, 2016 First quarter of 2017 Third quarter of 2017 Spoonable dressings Condiments 5.9 4.1 Azusa, May 24, 2016 First quarter of 2017 Third quarter of 2017 Bars and snack products Snacks 19.5 16.1 Ripon, Wisconsin May 24, 2016 Fourth quarter of 2016 Fourth quarter of 2016 Sugar wafer cookies Baked Goods 0.9 1.2 Delta, British Columbia November 3, 2016 Fourth quarter of 2017 First quarter of 2018 Frozen griddle products Baked Goods 3.7 2.7 Battle Creek, Michigan November 3, 2016 (1) (1) Ready-to-eat cereal Meals 10.4 2.8 (1) The downsizing of this facility began in January 2017 and is expected to last approximately 15 months. Total expected costs to close the City of Industry, California, Ayer, Massachusetts, Ripon, Wisconsin, and Delta, British Columbia facilities have been reduced by approximately $4.9 million, $0.6 million, $1.2 million, and $1.5 million, respectively, since the initial announcements, while total expected costs to close the Azusa, California and Battle Creek, Michigan facilities have been increased by approximately $4.6 million and $0.9 million, respectively, since their initial announcement. Below is a summary of the plant closing costs by type of cost: Three Nine Months Ended September 30, Cumulative Costs Total Expected 2017 2016 2017 2016 To Date Costs (In millions) Asset-related $ 0.8 $ 1.0 $ 4.3 $ 2.5 $ 14.5 $ 16.6 Employee-related 0.2 2.2 2.9 4.1 10.2 11.9 Other closure costs 1.9 2.7 12.2 3.8 16.7 18.8 Total $ 2.9 $ 5.9 $ 19.4 $ 10.4 $ 41.4 $ 47.3 For the three months ended September 30, 2017, asset-related costs primarily consisted of accelerated depreciation; employee-related costs primarily consisted of severance; and other costs primarily consisted of third-party costs. Other individually insignificant cost reduction activities not related to our plant closings above totaled $3.1 million for the three months ended September 30, 2017 and $5.4 million for the nine months ended September 30, 2017 and were primarily the result of a Private Brands plant closure initiated prior to TreeHouse’s acquisition. Other cost reduction activities were insignificant for the three months ended September 30, 2016 and $2.5 million for the nine months ended September 30, 2016. Liabilities recorded as of September 30, 2017 associated with total exit cost reserves relate to severance, the partial withdrawal from a multiemployer pension plan, and lease termination costs. The severance and lease termination liabilities were included in the Accounts payable and accrued expenses line of the Condensed Consolidated Balance Sheets, while the multiemployer pension plan withdrawal liability was included in the Other long-term liabilities line of the Condensed Consolidated Balance Sheets. The table below presents a reconciliation of the liabilities as of September 30, 2017: Severance Multiemployer Plan Other Costs Total Liabilities (In millions) Balance as of December 31, 2016 $ 3.5 $ 0.8 $ - $ 4.3 Expense 6.6 — 2.4 9.0 Payments (4.2 ) — (0.5 ) (4.7 ) Adjustments (0.3 ) — — (0.3 ) Balance as of September 30, 2017 $ 5.6 $ 0.8 $ 1.9 $ 8.3 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 3 . ACQUISITIONS Private Brands Business On February 1, 2016, the Company acquired the Private Brands Business, which is primarily engaged in manufacturing, distributing, and marketing private label products to retail grocery, food away from home, and industrial and export customers. The business’s primary product categories include snacks, retail bakery, pasta, cereal, bars, and condiments. The purchase price, after considering working capital adjustments, was $2,644.4 million, net of acquired cash. The Private Brands Business acquisition was accounted for under the acquisition method of accounting and the results of operations were included in our Condensed Consolidated Financial Statements from the date of acquisition in the Baked Goods, Condiments, Meals, and Snacks segments. Included in the Company’s Condensed Consolidated Statements of Operations are the Private Brands Business’s net sales of approximately $2,074.6 million and income before income taxes of $55.6 million from the date of acquisition through September 30, 2016. Integration costs of $7.5 million, which were included in the Cost of sales and General and administrative expense lines of the Condensed Consolidated Statements of Operations, were included in determining income before income taxes. We have completed the purchase price allocation to net tangible and intangible assets acquired and liabilities assumed as follows: (In millions) Cash $ 43.3 Receivables 162.7 Inventory 443.7 Property, plant, and equipment 809.6 Customer relationships 510.9 Trade names 33.0 Software 19.6 Formulas 23.2 Other assets 50.2 Goodwill 1,141.2 Assets acquired 3,237.4 Deferred taxes (152.8 ) Assumed current liabilities (246.6 ) Assumed long-term liabilities (150.3 ) Total purchase price $ 2,687.7 The Company allocated $496.1 million to customer relationships with retail grocery customers, which have an estimated life of 13 years, and $14.8 million to customer relationships with food away from home customers, which have an estimated life of 10 years. The Company allocated $33.0 million to trade names, which have an estimated life of 10 years. The Company allocated $23.2 million to formulas, which have an estimated life of 5 years. The Company allocated $19.6 million to capitalized software with estimated lives of 1 to 5 years, depending on expected use. The aforementioned intangibles will be amortized over their expected useful lives. Indemnification assets related to taxes of approximately $13.8 million were also recorded. The Company increased the cost of acquired inventories by approximately $8.4 million and expensed the amount as a component of Cost of sales. The Company has allocated $555.0 million, $73.3 million, $413.8 million, and $97.9 million of goodwill to the Baked Goods, Condiments, Meals, and Snacks segments, respectively. Goodwill arises principally as a result of expansion opportunities and synergies across both new and legacy product categories. None of the goodwill resulting from this acquisition is tax deductible. The Company incurred approximately $35.2 million in acquisition costs in 2016 and none in 2017. These costs are included in the General and administrative expense line of the Condensed Consolidated Statements of Operations. The fair values for customer relationships at the acquisition date were determined using the excess earnings method under the income approach. Trade name fair values were determined using the relief from royalty method, while the fair value of formulas was determined using the cost approach. Real property fair values were determined using the cost and market approaches, while the fair value of personal property was determined using the indirect cost approach. The fair value measurements of intangible assets are based on significant unobservable inputs, and thus represent Level 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include discounted future cash flows, customer attrition rates, and royalty rates. Since the preliminary purchase price allocation included in the Company’s Annual Report for the fiscal year ended December 31, 2016, the Company recorded purchase price adjustments related to taxes, resulting in an increase to goodwill of approximately $3.0 million in the first quarter of 2017. These adjustments did not impact the Condensed Consolidated Statements of Operations. The following unaudited pro forma information shows the results of operations for the Company as if its acquisition of the Private Brands Business had been completed as of January 1, 2016. Adjustments have been made for the pro forma effects of depreciation and amortization of tangible and intangible assets recognized as part of the business combination, the issuance of common stock, interest expense related to the financing of the business combination, and related income taxes. Excluded from the 2016 pro forma results were $35.2 million of costs incurred by the Company in connection with the acquisition. The pro forma results may not necessarily reflect actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. Nine September 30, 2016 (In millions, except per share data) Pro forma net sales $ 4,722.4 Pro forma net income $ 74.9 Pro forma basic earnings per common share $ 1.32 Pro forma diluted earnings per common share $ 1.30 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. INVENTORIES September 30, December 31, 2017 2016 (In millions) Raw materials and supplies $ 544.2 $ 429.4 Finished goods 618.5 571.9 LIFO reserve (25.2 ) (23.3 ) Total inventories $ 1,137.5 $ 978.0 Inventory was generally accounted for under the FIFO method, and a portion was accounted for under the last-in, first-out (“LIFO”) method and the weighted average costing approach. Approximately $95.1 million and $105.9 million of our inventory was accounted for under the LIFO method of accounting at September 30, 2017 and December 31, 2016, respectively. Approximately $197.8 million and $116.2 million of our inventory was accounted for using the weighted average costing approach at September 30, 2017 and December 31, 2016, respectively. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property Plant And Equipment [Abstract] | |
Property, Plant, and Equipment | 5. PROPERTY, PLANT, AND EQUIPMENT September 30, December 31, 2017 2016 (In millions) Land $ 70.3 $ 71.2 Buildings and improvements 454.3 465.3 Machinery and equipment 1,278.4 1,324.5 Construction in progress 74.0 85.0 Total 1,877.0 1,946.0 Less accumulated depreciation (587.2 ) (586.7 ) Property, plant, and equipment, net $ 1,289.8 $ 1,359.3 Depreciation expense was $45.7 million and $46.7 million for the three months ended September 30, 2017 and 2016, respectively, and $127.4 million and $127.2 million for the nine months ended September 30, 2017 and 2016, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. GOODWILL AND INTANGIBLE ASSETS As a result of the changes in organizational structure completed in the first quarter of 2017, the Company has the following five operating segments, which are also its reporting units: Baked Goods, Beverages, Condiments, Meals, and Snacks. See Note 18 for more information. The Company allocated the goodwill balance as of January 1, 2017 between the new reporting units using a relative fair value allocation approach. The change was considered a triggering event indicating a test for goodwill impairment was required as of January 1, 2017. The Company performed the first step of the impairment test, which did not result in the identification of any impairment losses. Changes in the carrying amount of goodwill for the nine months ended September 30, 2017 are as follows: Baked Goods Beverages Condiments Meals Snacks Total (In millions) Balance at January 1, 2017 $ 554.2 $ 713.2 $ 433.1 $ 470.6 $ 276.1 $ 2,447.2 Purchase price adjustments 1.4 — 0.2 1.1 0.3 3.0 Foreign currency exchange adjustments — 3.8 5.2 — — 9.0 Balance at September 30, 2017 $ 555.6 $ 717.0 $ 438.5 $ 471.7 $ 276.4 $ 2,459.2 The carrying amounts of our intangible assets with indefinite lives, other than goodwill, as of September 30, 2017 and December 31, 2016 are as follows: September 30, 2017 December 31, 2016 (In millions) Trademarks $ 22.8 $ 21.6 Total indefinite lived intangibles $ 22.8 $ 21.6 The increase in the indefinite lived intangibles balance is due to foreign currency translation. The gross carrying amounts and accumulated amortization of intangible assets with finite lives as of September 30, 2017 and December 31, 2016 are as follows: September 30, 2017 December 31, 2016 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount (In millions) (In millions) Intangible assets with finite lives: Customer-related $ 1,266.6 $ (341.2 ) $ 925.4 $ 1,284.3 $ (293.3 ) $ 991.0 Contractual agreements 2.8 (2.8 ) — 3.0 (2.9 ) 0.1 Trademarks 69.6 (27.4 ) 42.2 69.6 (23.6 ) 46.0 Formulas/recipes 33.8 (16.9 ) 16.9 33.7 (12.8 ) 20.9 Computer software 130.8 (69.8 ) 61.0 115.7 (57.7 ) 58.0 Total finite lived intangibles $ 1,503.6 $ (458.1 ) $ 1,045.5 $ 1,506.3 $ (390.3 ) $ 1,116.0 Total intangible assets, excluding goodwill, as of September 30, 2017 and December 31, 2016 were $1,068.3 million and $1,137.6 million, respectively. Amortization expense on intangible assets for the three months ended September 30, 2017 and 2016 was $28.5 million and $28.6 million, respectively, and $85.8 million and $80.9 million for the nine months ended September 30, 2017 and 2016, respectively. Estimated amortization expense on intangible assets for 2017 and the next four years is as follows: (In millions) 2017 $ 114.7 2018 108.4 2019 105.9 2020 103.6 2021 94.1 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2017 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES September 30, December 31, 2017 2016 (In millions) Accounts payable $ 652.5 $ 458.1 Payroll and benefits 58.2 78.5 Interest 7.4 24.1 Taxes 10.8 31.0 Health insurance, workers’ compensation, and other insurance costs 27.4 17.2 Marketing expenses 9.5 12.4 Other accrued liabilities 8.0 5.5 Total $ 773.8 $ 626.8 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. INCOME TAXES Income taxes were recorded at an effective rate of 4.3% and (65.2)% for the three and nine months ended September 30, 2017, respectively, compared to 28.9% and 24.0% for the three and nine months ended September 30, 2016, respectively. The changes in the effective tax rates for the three and nine months ended September 30, 2017 compared to September 30, 2016 was primarily a result of the income tax benefits related to share-based payments, the income tax benefit from the release of reserves for unrecognized tax benefits, and the income tax benefit derived from foreign tax credits. 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. The Company’s effective tax rate differs from the U.S. federal statutory tax rate primarily due to state tax expense, the benefits associated with the federal domestic production activities deduction, and an intercompany financing structure entered into in conjunction with the E.D. Smith Foods, Ltd. (“E.D. Smith”) acquisition in 2007. In addition, the Company’s effective tax rate for the nine months ended September 30, 2017 reflects a discrete benefit of approximately 17.7% attributable to the vesting and exercise of share-based awards. The Internal Revenue Service (“IRS”) is currently examining the TreeHouse Foods, Inc. & Subsidiaries’ 2015 tax year. Our Canadian operations are under exam by the Canadian Revenue Agency (“CRA”) for tax years 2008 through 2015. These examinations are expected to be completed in 2017 or 2018. The Italian Agency of Revenue (“IAR”) is examining the 2007 through 2009 and 2013 tax years of our Italian operations. The IAR examinations are not expected to be completed prior to 2020 due to a backlog of appeals before the agency. The Company has examinations in process with various state taxing authorities, which are expected to be completed in 2017 and 2018. Management estimates that it is reasonably possible that the total amount of unrecognized tax benefits could decrease by as much as $9.2 million within the next 12 months, primarily as a result of the resolution of audits currently in progress and the lapsing of statutes of limitations. Approximately $1.5 million of the $9.2 million would affect net income when settled. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 9. LONG-TERM DEBT September 30, December 31, 2017 2016 (In millions) Revolving Credit Facility $ 120.0 $ 170.0 Term Loan A 276.7 288.0 Term Loan A-1 172.5 180.0 Term Loan A-2 973.8 1,005.8 2022 Notes 400.0 400.0 2024 Notes 775.0 775.0 Other debt 3.0 5.7 Total outstanding debt 2,721.0 2,824.5 Deferred financing costs (28.5 ) (33.3 ) Less current portion (72.1 ) (66.4 ) Total long-term debt $ 2,620.4 $ 2,724.8 On February 1, 2016, coincident with the closing of the acquisition of the Private Brands Business, the Company entered into the Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement (1) amended the maturity dates of the Revolving Credit Facility, Term Loan A, and Term Loan A-1 so that they are conterminous and mature on February 1, 2021, (2) provided for the issuance of Term Loan A-2, and (3) increased credit spreads. The proceeds from Term Loan A-2 were used to fund a portion of the purchase price of the Private Brands Business. After satisfying all of the required collateral release conditions set forth in the Credit Agreement, the Credit Facility became unsecured in August 2017. Amongst other conditions, the Company had to reach a leverage ratio of 3.5 as defined in the Credit Agreement and have no other pari-passu secured debt outstanding to become unsecured. The Revolving Credit Facility, Term Loan A, Term Loan A-1, and Term Loan A-2 are known collectively as the “Amended and Restated Credit Agreement.” The Company’s average interest rate on debt outstanding under its Amended and Restated Credit Agreement for the three months ended September 30, 2017 was 3.106%. Including the interest rate swap agreements described below with a weighted average fixed interest rate base of approximately 0.86% on $500 million, the average rate decreases to 2.99%. Revolving Credit Facility — As of September 30, 2017, $729.5 million of the aggregate commitment of $900 million of the Revolving Credit Facility was available. Under the Amended and Restated Credit Agreement, the Revolving Credit Facility matures on February 1, 2021. In addition, as of September 30, 2017, there were $50.5 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. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 10. EARNINGS PER SHARE Basic earnings per share is computed by dividing net income by the number of weighted average common shares outstanding during the reporting period. The weighted average number of common shares used in the diluted earnings per share calculation is determined using the treasury stock method and includes the incremental effect related to the Company’s outstanding stock-based compensation awards. The following table summarizes the effect of the share-based compensation awards on the weighted average number of shares outstanding used in calculating diluted earnings per share: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (In millions, except per share data) Net income $ 28.8 $ 37.4 $ 22.8 $ 53.2 Weighted average common shares outstanding 57.3 56.8 57.1 55.4 Assumed exercise/vesting of equity awards (1) 0.4 0.8 0.6 0.8 Weighted average diluted common shares outstanding 57.7 57.6 57.7 56.2 Net earnings per basic share $ 0.50 $ 0.66 $ 0.40 $ 0.96 Net earnings per diluted share $ 0.50 $ 0.65 $ 0.40 $ 0.95 (1) Incremental shares from equity awards are computed using the treasury stock method. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 1.7 million and 1.4 million for the three and nine months ended September 30, 2017, respectively, and 0.4 million and 0.7 million for the three and nine months ended September 30, 2016, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [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”). On April 27, 2017, the Plan was amended and restated to increase the number of shares available for issuance under the Plan by 3.8 million shares, effective February 14, 2017. The Plan is administered by our Compensation Committee, which consists entirely of independent directors. The Compensation Committee determines specific awards for our executive officers. For all other employees, if the committee designates, our Chief Executive Officer or such other officers will, from time to time, determine specific persons to whom awards under the Plan will be granted, and the terms and conditions of each award. The Compensation Committee or its designee, pursuant to the terms of the Plan, will also make all other necessary decisions and interpretations under the Plan. Under the Plan, the Compensation Committee may grant awards of various types of compensation, including stock options, restricted stock, restricted stock units, performance shares, performance units, other types of stock-based awards, and other cash-based compensation. The maximum number of shares available to be awarded under the Plan is approximately 16.1 million, of which approximately 4.9 million remain available at September 30, 2017. Income before income taxes for the three and nine month periods ended September 30, 2017 includes stock-based compensation expense of $6.6 million and $25.2 million, respectively. Stock-based compensation expense for the three and nine months ended September 30, 2016 was $8.5 million and $22.8 million, respectively. The tax benefit recognized related to the compensation cost of these share-based awards was approximately $2.4 million and $9.3 million for the three and nine months ended September 30, 2017, respectively, and $3.1 million and $8.3 million for the three and nine months ended September 30, 2016, respectively. Stock Options — The following table summarizes stock option activity during the nine months ended September 30, 2017. 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. Weighted Weighted Average Average Remaining Aggregate Employee Director Exercise Contractual Intrinsic Options Options Price Term (yrs) Value (In thousands) (In millions) Outstanding, at December 31, 2016 2,069 20 $ 64.77 5.8 $ 28.9 Granted 481 — 84.16 Forfeited (87 ) — 87.85 Exercised (257 ) (16 ) 40.83 Expired (2 ) — 87.83 Outstanding, at September 30, 2017 2,204 4 71.03 6.3 16.3 Vested/expected to vest, at September 30, 2017 2,140 4 70.57 6.2 16.3 Exercisable, at September 30, 2017 1,404 4 61.99 4.7 16.3 Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (In millions) (In millions) Compensation expense $ 2.3 $ 2.0 $ 6.8 $ 5.5 Intrinsic value of stock options exercised 0.9 0.1 11.0 6.1 Tax benefit recognized from stock option exercises 0.4 0.1 4.2 2.2 Compensation costs related to unvested options totaled $16.3 million at September 30, 2017 and will be recognized over the remaining vesting period of the grants, which averages 2.1 years. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used to calculate the fair value of stock options issued in 2017 include the following: weighted average expected volatility of 26.71%, expected term of six years, weighted average risk free rate of 2.07%, and no dividends. The weighted average grant date fair value of awards granted in 2017 was $24.41. 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, 2017, 100 thousand director restricted stock units have been earned and deferred. The following table summarizes the restricted stock unit activity during the nine months ended September 30, 2017: Weighted Weighted Employee Average Director Average Restricted Grant Date Restricted Grant Date Stock Units Fair Value Stock Units Fair Value (In thousands) (In thousands) Outstanding, at December 31, 2016 516 $ 87.03 104 $ 57.78 Granted 316 82.60 17 84.66 Vested (169 ) 85.02 (4 ) 100.30 Forfeited (61 ) 87.60 — — Outstanding, at September 30, 2017 602 85.19 117 60.21 Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (In millions) (In millions) Compensation expense $ 5.5 $ 4.9 $ 17.3 $ 12.9 Fair value of vested restricted stock units 0.7 2.8 13.7 15.9 Tax benefit recognized from vested restricted stock units 0.3 1.0 5.0 5.7 Future compensation costs related to restricted stock units are approximately $33.9 million as of September 30, 2017 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 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 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. On June 27, 2017, based on an achievement of operating performance measures, 72,335 performance units were converted into 81,556 shares of stock, an average conversion of 1.13 shares for each performance unit. The following table summarizes the performance unit activity during the nine months ended September 30, 2017: Weighted Average Performance Grant Date Units Fair Value (In thousands) Unvested, at December 31, 2016 246 $ 85.16 Granted 114 86.66 Vested (72 ) 79.89 Forfeited (18 ) 87.02 Unvested, at September 30, 2017 270 86.23 Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (In millions) (In millions) Compensation expense $ (1.2 ) $ 1.6 $ 1.1 $ 4.4 Fair value of vested performance units — (1.8 ) 6.5 9.6 Tax benefit recognized from performance units vested — — 2.5 4.1 Future compensation costs related to the performance units are estimated to be approximately $6.2 million as of September 30, 2017, and are expected to be recognized over the next 2.2 years. The grant date fair value of the awards is equal to the Company’s closing stock price on the date of grant. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2017 | |
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, except for the foreign currency translation adjustment: Unrecognized Accumulated Foreign Pension and Other Currency Postretirement Comprehensive Translation (1) Benefits (2) Loss (In millions) Balance at December 31, 2016 $ (89.4 ) $ (11.9 ) $ (101.3 ) Other comprehensive income 34.5 — 34.5 Reclassifications from accumulated other comprehensive loss — 7.2 7.2 Other comprehensive income 34.5 7.2 41.7 Balance at September 30, 2017 $ (54.9 ) $ (4.7 ) $ (59.6 ) Unrecognized Accumulated Foreign Pension and Other Currency Postretirement Comprehensive Translation (1) Benefits (2) Loss (In millions) Balance at December 31, 2015 $ (100.5 ) $ (13.0 ) $ (113.5 ) Other comprehensive income 21.6 — 21.6 Reclassifications from accumulated other comprehensive loss — 0.8 0.8 Other comprehensive income 21.6 0.8 22.4 Balance at September 30, 2016 $ (78.9 ) $ (12.2 ) $ (91.1 ) (1) The foreign currency translation adjustment is not net of tax, as the Company’s investments in its foreign subsidiaries are considered to be permanent. (2) The unrecognized pension and postretirement benefits reclassification is presented net of tax of $4.4 million and $0.5 million for the nine months ended September 30, 2017 and 2016, respectively. The Condensed Consolidated Statements of Operations lines impacted by reclassifications out of Accumulated other comprehensive loss are outlined below: Affected line in Reclassifications from Accumulated the Condensed Consolidated Other Comprehensive Loss Statements of Operations Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (In millions) (In millions) Amortization of defined benefit pension and postretirement items: Prior service costs $ — $ — $ 0.1 $ 0.2 (a) Unrecognized net loss 0.1 0.4 0.7 1.1 (a) Actuarial adjustment — — 2.1 — (b) Divestiture — — 8.7 — Other operating expense, net Total before tax 0.1 0.4 11.6 1.3 Income taxes — 0.1 4.4 0.5 Income taxes Net of tax $ 0.1 $ 0.3 $ 7.2 $ 0.8 (a) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost, and are recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Operations. (b) Represents the actuarial adjustment that was recorded in conjunction with the divestiture of a pension plan and a postretirement benefit plan in the second quarter of 2017. |
Employee Retirement and Postret
Employee Retirement and Postretirement Benefits | 9 Months Ended |
Sep. 30, 2017 | |
Compensation And Retirement Disclosure [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. In connection with the divestiture of the canned soup and infant feeding (“SIF”) business in the second quarter of 2017, the Company divested a pension plan and a postretirement benefit plan. The net unfunded liability associated with these plans as of the closing date, which is included in the Other operating expense, net line of the Condensed Consolidated Statements of Operations, was $10.5 million. Components of net periodic pension expense are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 (In millions) (In millions) Service cost $ 0.8 $ 1.3 $ 2.9 $ 3.6 Interest cost 3.6 4.1 11.4 11.2 Expected return on plan assets (4.2 ) (4.5 ) (13.3 ) (12.2 ) Amortization of unrecognized prior service cost — — 0.1 0.2 Amortization of unrecognized net loss 0.1 0.4 0.7 1.1 Net periodic pension cost $ 0.3 $ 1.3 $ 1.8 $ 3.9 The Company does not expect to make any contributions to the pension plans in 2017. Components of net periodic postretirement expense are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 (In millions) (In millions) Interest cost $ 0.3 $ 0.3 $ 0.9 $ 0.9 Net periodic postretirement cost $ 0.3 $ 0.3 $ 0.9 $ 0.9 The Company expects to contribute approximately $1.6 million to the postretirement health plans during 2017. Net periodic pension and postretirement costs are recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Operations. |
Other Operating Expense, Net
Other Operating Expense, Net | 9 Months Ended |
Sep. 30, 2017 | |
Other Income And Expenses [Abstract] | |
Other Operating Expense, Net | 14. OTHER OPERATING EXPENSE, NET The Company incurred other operating expense for the three and nine months ended September 30, 2017 and 2016, which consisted of the following: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 (In millions) (In millions) Restructuring $ 10.5 $ 4.9 $ 26.0 $ 9.0 Loss on divestiture 0.4 — 85.6 — Other 0.2 0.4 0.3 1.3 Total other operating expense, net $ 11.1 $ 5.3 $ 111.9 $ 10.3 On May 22, 2017, the Company completed the divestiture of its SIF business. The SIF business was based in Pittsburgh, Pennsylvania and produced private label condensed and ready-to-serve soup, baby food, and gravies for the Meals segment. The divestiture of this business did not meet the criteria to be presented as discontinued operations as it did not represent a strategic shift that would have a major effect on the Company’s results of operations. The transaction remains subject to working capital adjustments that are expected to be finalized in the fourth quarter of 2017. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. COMMITMENTS AND CONTINGENCIES Litigation, Investigations, and Audits — On November 16, 2016, a purported TreeHouse shareholder filed a putative class action captioned , 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, 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 , 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 , Case No. 17-cv-01014, in the Northern District of Illinois, against TreeHouse and certain of its officers. This complaint, like , is 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. All three complaints make substantially similar allegations (though the amended complaint in Tarara Since its initial docketing, the Tarara Public Employees’ Retirement Systems of Mississippi v. TreeHouse Foods, Inc., et al. Public Employees’ Additionally, due to the similarity of the complaints, the parties in Wells Lavin Public Employees’ Public Employees’ Wells Lavin Lavin In addition, we are party to a variety of legal proceedings arising out of the conduct of our business. While the results of proceedings cannot be predicted with certainty, management believes that the final outcome of these proceedings will not have a material adverse effect on our consolidated financial statements, results of operations, or cash flows. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 16. DERIVATIVE INSTRUMENTS The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by derivative instruments include interest rate risk, foreign currency risk, and commodity price risk. Derivative contracts are entered into for periods consistent with the related underlying exposure and do not constitute positions independent of those exposures. The Company does not enter into derivative instruments for trading or speculative purposes. The Company manages its exposure to changes in interest rates by optimizing the use of variable-rate and fixed-rate debt and by utilizing interest rate swaps to hedge our exposure to changes in interest rates, to reduce the volatility of our financing costs, and to achieve a desired proportion of fixed versus floating-rate debt, based on current and projected market conditions, with a bias toward fixed-rate debt. In June 2016, the Company entered into $500 million of long-term interest rate swap agreements to lock into a fixed LIBOR interest rate base. Under the terms of the agreements, $500 million in variable-rate debt was swapped for a weighted average fixed interest rate base of approximately 0.86% for a period of 37 months, beginning on January 31, 2017 and ending on February 28, 2020. These agreements do not qualify for hedge accounting and changes in their fair value are recorded in the Condensed Consolidated Statements of Operations, with their fair value recorded on the Condensed Consolidated Balance Sheets. Due to the Company’s foreign operations, we are exposed to foreign currency risk. The Company enters into foreign currency contracts to manage the risk associated with foreign currency cash flows. The Company’s objective in using foreign currency contracts is to establish a fixed foreign currency exchange rate for the net cash flow requirements for purchases that are denominated in U.S. dollars. These contracts do not qualify for hedge accounting and changes in their fair value are recorded in the Condensed Consolidated Statements of Operations, with their fair value recorded on the Condensed Consolidated Balance Sheets. As of September 30, 2017, the Company had $46.5 million of U.S. dollar foreign currency contracts outstanding, expiring throughout 2018. Certain commodities we use in the production and distribution of our products are exposed to market price risk. The Company utilizes derivative contracts to manage this risk. The majority of commodity forward contracts are not derivatives, and those that are generally qualify for the normal purchases and normal sales scope exception under the guidance for derivative instruments and hedging activities and, therefore, are not subject to its provisions. For derivative commodity contracts that do not qualify for the normal purchases and normal sales scope exception, the Company records their fair value on the Condensed Consolidated Balance Sheets, with changes in value being recorded in the Condensed Consolidated Statements of Operations. The Company’s derivative commodity contracts may include contracts for diesel, oil, plastics, natural gas, electricity, and other commodity contracts that do not meet the requirements for the normal purchases and normal sales scope exception. Diesel contracts are used to manage the Company’s risk associated with the underlying cost of diesel fuel used to deliver products. Contracts for oil and plastics are used to manage the Company’s risk associated with the underlying commodity cost of a significant component used in packaging materials. Contracts for natural gas and electricity are used to manage the Company’s risk associated with the utility costs of its manufacturing facilities, and commodity contracts that are derivatives that do not meet the normal purchases and normal sales scope exception are used to manage the price risk associated with raw material costs. As of September 30, 2017, the Company had outstanding contracts for the purchase of 66,473 megawatts of electricity, expiring throughout 2017 and 2018; 8.8 million gallons of diesel, expiring throughout 2017 and early 2018; 1.9 million dekatherms of natural gas, expiring throughout 2017 and 2018; 0.1 million bushels of wheat, expiring throughout 2017 and early 2018; and 0.9 million bushels of corn, expiring throughout 2017 and early 2018. The following table identifies the derivative, its fair value, and location on the Condensed Consolidated Balance Sheets: Fair Value Balance Sheet Location September 30, 2017 December 31, 2016 (In millions) Asset Derivatives Commodity contracts Prepaid expenses and other current assets $ 2.5 $ 1.0 Foreign currency contracts Prepaid expenses and other current assets 0.6 0.7 Interest rate swap agreements Prepaid expenses and other current assets 9.6 10.4 $ 12.7 $ 12.1 Liability Derivatives Commodity contracts Accounts payable and accrued expenses $ 0.4 $ 0.5 Foreign currency contracts Accounts payable and accrued expenses 1.2 — $ 1.6 $ 0.5 We recorded the following gains and losses on our derivative contracts in the Condensed Consolidated Statements of Operations: Three Months Ended Nine Months Ended Location of Gain (Loss) September 30, September 30, Recognized in Net Income 2017 2016 2017 2016 (In millions) (In millions) Mark-to-market unrealized gain (loss): Commodity contracts Other (income) expense, net $ 2.6 $ 2.3 $ 1.5 $ 3.3 Foreign currency contracts Other (income) expense, net (0.5 ) 2.1 (1.3 ) (0.2 ) Interest rate swap agreements Other (income) expense, net (0.3 ) 2.4 (0.8 ) 0.8 Total unrealized gain (loss) 1.8 6.8 (0.6 ) 3.9 Realized gain (loss): Commodity contracts Manufacturing related to Cost of sales and transportation related to Selling and distribution (0.2 ) 0.1 (0.4 ) (0.9 ) Foreign currency contracts Cost of sales (1.3 ) (1.3 ) (0.1 ) (3.3 ) Interest rate swap agreements Interest expense 0.5 — 0.6 — Total realized (loss) gain (1.0 ) (1.2 ) 0.1 (4.2 ) Total gain (loss) $ 0.8 $ 5.6 $ (0.5 ) $ (0.3 ) |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 17. FAIR VALUE The following table presents the carrying value and fair value of our financial instruments as of September 30, 2017 and December 31, 2016: September 30, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Level (In millions) (In millions) Not recorded at fair value (liability): Revolving Credit Facility $ (120.0 ) $ (118.8 ) $ (170.0 ) $ (167.1 ) 2 Term Loan A (276.7 ) (277.2 ) (288.0 ) (288.1 ) 2 Term Loan A-1 (172.5 ) (172.8 ) (180.0 ) (180.3 ) 2 Term Loan A-2 (973.8 ) (975.4 ) (1,005.8 ) (1,007.4 ) 2 2022 Notes (400.0 ) (411.0 ) (400.0 ) (410.0 ) 2 2024 Notes (775.0 ) (829.3 ) (775.0 ) (809.9 ) 2 Recorded on a recurring basis at fair value asset (liability): Commodity contracts $ 2.1 $ 2.1 $ 0.5 $ 0.5 2 Foreign currency contracts (0.6 ) (0.6 ) 0.7 0.7 2 Interest rate swap agreements 9.6 9.6 10.4 10.4 2 Investments 13.2 13.2 10.4 10.4 1 Cash and cash equivalents and accounts receivable are financial assets with carrying values that approximate fair value. Accounts payable are financial liabilities with carrying values that approximate fair value. The fair value of the Revolving Credit Facility, Term Loan A, Term Loan A-1, Term Loan A-2, 2022 Notes, 2024 Notes, 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 Revolving Credit Facility, Term Loan A, Term Loan A-1, and Term Loan A-2 were estimated using present value techniques and market based interest rates and credit spreads. The fair values of the Company’s 2022 Notes and 2024 Notes were estimated based on quoted market prices for similar instruments, where the inputs are considered Level 2, due to their infrequent trading volume. 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. The commodity contracts, foreign currency contracts, and interest rate swap agreements are recorded at fair value on the Condensed Consolidated Balance Sheets. The fair value of the investments was determined using Level 1 inputs. Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement dates. The investments are recorded at fair value on the Condensed Consolidated Balance Sheets. |
Segment and Geographic Informat
Segment and Geographic Information and Major Customers | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information and Major Customers | 18. SEGMENT AND GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS In the first quarter of 2017, the Company completed changes in its organizational structure that resulted in a change in how the Company manages its business and allocates resources. Our reportable segments are now organized and managed by products: Baked Goods, Beverages, Condiments, Meals, and Snacks. Previously, our reportable segments were organized and managed by customer channels: North American Retail Grocery, Food Away From Home, and Industrial and Export. All prior period information has been recast to reflect this change. The Company manages operations on a company-wide basis, thereby making determinations as to the allocation of resources in total rather than on a segment-level basis. The Company has designated reportable segments based on how management views its business. The Company does not segregate assets between segments for internal reporting. Therefore, asset-related information has not been presented. The reportable segments, as presented below, are consistent with the manner in which the Company reports its results to the Chief Operating Decision Maker. Our segments are as follows: Baked Goods – Our Baked Goods segment sells candy; cookies; crackers; in-store bakery products; pita chips; pretzels; refrigerated dough; and retail griddle waffles, pancakes, and French toast. Beverages – Our Beverages segment sells broths; liquid non-dairy creamer; non-dairy powdered creamers; powdered drinks; single serve hot beverages; specialty teas, and sweeteners. Condiments – Our Condiments segment sells aseptic cheese and pudding products; jams, preserves, and jellies; mayonnaise; Mexican, barbeque, and other sauces; pickles and related products; refrigerated and shelf stable dressings and sauces; and table and flavored syrups. Meals – Our Meals segment sells baking and mix powders; powdered soups and gravies; macaroni and cheese; pasta; ready-to-eat and hot cereals; and skillet dinners. Condensed and ready to serve soup and infant feeding products were sold within the Meals segment through the divestiture of the SIF business on May 22, 2017. Snacks – Our Snacks segment sells bars; dried fruit; snack nuts; trail mixes; and other wholesome snacks. The Company evaluates the performance of its segments based on net sales dollars and direct operating income. In conjunction with the change in segments, the Company revised its calculation of direct operating income to include direct general and administrative expenses. Direct operating income is now defined as gross profit less freight out, sales commissions, and direct selling, general, and administrative expenses. All prior period information has been recast to reflect this change. The amounts in the following tables are obtained from reports used by senior management and do not include income taxes. Other expenses not allocated include unallocated selling, general, and administrative expenses, unallocated costs of sales, and unallocated corporate expenses (amortization expense and other operating expense). The accounting policies of the Company’s segments are the same as those described in the summary of significant accounting policies set forth in Note 1 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2016. Financial information relating to the Company’s reportable segments is as follows: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 (In millions) (In millions) Net sales to external customers: Baked Goods $ 351.2 $ 329.4 $ 1,016.6 $ 871.8 Beverages 244.9 234.9 759.1 672.7 Condiments 333.8 322.9 988.8 959.0 Meals 284.6 347.9 897.0 937.3 Snacks 332.6 351.7 940.2 967.5 Unallocated 1.7 0.1 5.5 (9.8 ) Total $ 1,548.8 $ 1,586.9 $ 4,607.2 $ 4,398.5 Direct operating income: Baked Goods $ 46.9 $ 33.8 $ 121.3 $ 97.4 Beverages 51.7 63.8 170.7 175.6 Condiments 34.4 38.0 102.2 115.0 Meals 32.1 33.1 99.9 88.9 Snacks 1.8 18.5 24.4 47.3 Total 166.9 187.2 518.5 524.2 Unallocated selling, general, and administrative expenses (66.0 ) (74.3 ) (228.1 ) (254.2 ) Unallocated cost of sales (1) (5.2 ) (1.5 ) 3.2 (20.8 ) Unallocated corporate expense and other (37.9 ) (33.8 ) (192.2 ) (101.0 ) Operating income 57.8 77.6 101.4 148.2 Other expense (27.7 ) (25.0 ) (87.6 ) (78.2 ) Income before income taxes $ 30.1 $ 52.6 $ 13.8 $ 70.0 (1) Includes charges related to restructuring and margin improvement activities, and other costs managed at corporate. Geographic Information — The Company had revenues from customers outside of the United States of approximately 8.7% and 8.9% of total consolidated net sales in the nine months ended September 30, 2017 and 2016, respectively, with 6.9% and 7.1% of total consolidated net sales in Canada, respectively. The Company held 12.2% and 10.8% of its property, plant, and equipment outside of the United States as of September 30, 2017 and 2016, respectively. Major Customers — Walmart Stores, Inc. and affiliates accounted for approximately 21.0% and 18.2% of consolidated net sales in the nine months ended September 30, 2017 and 2016, respectively. Costco accounted for approximately 10.1% of consolidated net sales in the nine months ended September 30, 2017, with less than 10% for the same period in the prior year. No other customer accounted for more than 10% of our consolidated net sales during these periods. Product Information — The following table presents the Company’s net sales by major products for the three and nine months ended September 30, 2017 and 2016. In the first quarter of 2017, the Company changed the product categories to align with the changes in organizational structure described above. All prior period information has been recast to reflect this change. Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 (In millions) (In millions) Products: Dressings and sauces $ 250.4 $ 241.9 $ 738.6 $ 711.3 Snack nuts 224.9 207.0 609.1 555.0 Baked products 181.8 162.3 502.6 432.4 Retail bakery 169.4 167.1 514.0 439.4 Beverages 168.1 161.9 518.9 448.0 Pasta and dry dinners 147.8 146.6 420.6 384.0 Cereals and other meals 136.8 201.3 476.4 553.3 Trail mix and bars 109.4 144.8 336.6 402.7 Pickles 83.4 81.0 250.2 247.7 Beverage enhancers 76.8 73.0 240.2 224.7 Total net sales $ 1,548.8 $ 1,586.9 $ 4,607.2 $ 4,398.5 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2017 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | 19. RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted In the fourth quarter of 2016, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No 2016-09, Improvements to Employee Share-Based Payment Accounting In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory, In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment Recently Issued In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash In February 2016, the FASB issued ASU No. 2016-02, Leases In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Identifying Performance Obligations and Licensing Narrow-Scope Improvements and Practical Expedients |
GUARANTOR AND NON-GUARANTOR FIN
GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | 20. GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION The Company’s 2022 Notes and 2024 Notes are guaranteed fully and unconditionally, as well as jointly and severally, by its Guarantor Subsidiaries. The guarantees of the Guarantor Subsidiaries are subject to release in limited circumstances, only upon the occurrence of certain customary conditions. There are no significant restrictions on the ability of the parent company or any guarantor to obtain funds from its subsidiaries by dividend or loan. The following condensed supplemental consolidating financial information presents the results of operations, financial position, and cash flows of the parent company, its Guarantor Subsidiaries, its non-guarantor subsidiaries, and the eliminations necessary to arrive at the information for the Company on a consolidated basis as of September 30, 2017 and 2016, and for the three and nine months ended September 30, 2017 and 2016. The equity method has been used with respect to investments in subsidiaries. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. Condensed Supplemental Consolidating Balance Sheet September 30, 2017 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 76.7 $ 0.2 $ 55.0 $ — $ 131.9 Investments — — 13.2 — 13.2 Accounts receivable, net — 377.6 54.5 — 432.1 Inventories, net — 1,008.3 129.2 — 1,137.5 Prepaid expenses and other current assets 71.7 17.6 21.1 — 110.4 Total current assets 148.4 1,403.7 273.0 — 1,825.1 Property, plant, and equipment, net 27.9 1,104.8 157.1 — 1,289.8 Goodwill — 2,333.7 125.5 — 2,459.2 Investment in subsidiaries 5,212.5 572.0 — (5,784.5 ) — Intercompany accounts (payable) receivable, net (152.7 ) 137.4 15.3 — — Deferred income taxes 23.4 — — (23.4 ) — Intangible and other assets, net 59.4 945.3 106.8 — 1,111.5 Total assets $ 5,318.9 $ 6,496.9 $ 677.7 $ (5,807.9 ) $ 6,685.6 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 25.3 $ 675.3 $ 73.2 $ — $ 773.8 Current portion of long-term debt 70.8 1.2 0.1 — 72.1 Total current liabilities 96.1 676.5 73.3 — 845.9 Long-term debt 2,618.7 1.5 0.2 — 2,620.4 Deferred income taxes — 418.7 26.1 (23.4 ) 421.4 Other long-term liabilities 6.8 187.7 6.1 — 200.6 Stockholders’ equity 2,597.3 5,212.5 572.0 (5,784.5 ) 2,597.3 Total liabilities and stockholders’ equity $ 5,318.9 $ 6,496.9 $ 677.7 $ (5,807.9 ) $ 6,685.6 Condensed Supplemental Consolidating Balance Sheet December 31, 2016 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 0.2 $ 61.9 $ — $ 62.1 Investments — — 10.4 — 10.4 Accounts receivable, net — 372.9 56.1 — 429.0 Inventories, net — 869.6 108.4 — 978.0 Assets held for sale — 3.6 — — 3.6 Prepaid expenses and other current assets 23.6 36.7 17.3 — 77.6 Total current assets 23.6 1,283.0 254.1 — 1,560.7 Property, plant, and equipment, net 31.3 1,181.0 147.0 — 1,359.3 Goodwill — 2,330.8 116.4 — 2,447.2 Investment in subsidiaries 5,031.5 519.4 — (5,550.9 ) — Intercompany accounts receivable (payable), net 199.6 (196.9 ) (2.7 ) — — Deferred income taxes 20.7 — — (20.7 ) — Intangible and other assets, net 53.9 1,018.0 106.7 — 1,178.6 Total assets $ 5,360.6 $ 6,135.3 $ 621.5 $ (5,571.6 ) $ 6,545.8 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 61.3 $ 493.1 $ 72.4 $ — $ 626.8 Current portion of long-term debt 63.1 3.2 0.1 — 66.4 Total current liabilities 124.4 496.3 72.5 — 693.2 Long-term debt 2,722.3 2.2 0.3 — 2,724.8 Deferred income taxes — 418.3 24.6 (20.7 ) 422.2 Other long-term liabilities 10.6 187.0 4.7 — 202.3 Stockholders’ equity 2,503.3 5,031.5 519.4 (5,550.9 ) 2,503.3 Total liabilities and stockholders’ equity $ 5,360.6 $ 6,135.3 $ 621.5 $ (5,571.6 ) $ 6,545.8 Condensed Supplemental Consolidating Statement of Operations Three Months Ended September 30, 2017 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,458.0 $ 175.9 $ (85.1 ) $ 1,548.8 Cost of sales — 1,221.5 152.3 (85.1 ) 1,288.7 Gross profit — 236.5 23.6 — 260.1 Selling, general, and administrative expense 23.9 128.5 10.3 — 162.7 Amortization expense 3.3 22.7 2.5 — 28.5 Other operating expense, net 2.4 8.0 0.7 — 11.1 Operating (loss) income (29.6 ) 77.3 10.1 — 57.8 Interest expense 31.3 0.1 3.8 (3.8 ) 31.4 Interest income — (3.8 ) (0.4 ) 3.8 (0.4 ) Other (income) expense, net (2.4 ) (1.7 ) 0.8 — (3.3 ) (Loss) income before income taxes (58.5 ) 82.7 5.9 — 30.1 Income taxes (22.4 ) 22.7 1.0 — 1.3 Equity in net income (loss) of subsidiaries 64.9 4.9 — (69.8 ) — Net income (loss) $ 28.8 $ 64.9 $ 4.9 $ (69.8 ) $ 28.8 Condensed Supplemental Consolidating Statement of Operations Three Months Ended September 30, 2016 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,501.8 $ 167.0 $ (81.9 ) $ 1,586.9 Cost of sales — 1,240.2 143.0 (81.9 ) 1,301.3 Gross profit — 261.6 24.0 — 285.6 Selling, general, and administrative expense 23.5 134.5 16.1 — 174.1 Amortization expense 2.3 23.9 2.4 — 28.6 Other operating expense, net — 4.7 0.6 — 5.3 Operating (loss) income (25.8 ) 98.5 4.9 — 77.6 Interest expense 31.0 (0.1 ) 1.1 (1.2 ) 30.8 Interest income — (1.0 ) (0.3 ) 1.2 (0.1 ) Other (income) expense, net — (0.5 ) (5.2 ) — (5.7 ) (Loss) income before income taxes (56.8 ) 100.1 9.3 — 52.6 Income taxes (22.1 ) 35.4 1.9 — 15.2 Equity in net income (loss) of subsidiaries 72.1 7.4 — (79.5 ) — Net income (loss) $ 37.4 $ 72.1 $ 7.4 $ (79.5 ) $ 37.4 Condensed Supplemental Consolidating Statement of Operations Nine Months Ended September 30, 2017 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 4,353.3 $ 498.8 $ (244.9 ) $ 4,607.2 Cost of sales — 3,596.9 431.8 (244.9 ) 3,783.8 Gross profit — 756.4 67.0 — 823.4 Selling, general, and administrative expense 86.0 408.0 30.3 — 524.3 Amortization expense 9.4 69.2 7.2 — 85.8 Other operating expense, net 2.4 107.4 2.1 — 111.9 Operating (loss) income (97.8 ) 171.8 27.4 — 101.4 Interest expense 94.2 0.3 4.8 (6.4 ) 92.9 Interest income (2.2 ) (6.4 ) (1.3 ) 6.4 (3.5 ) Other (income) expense, net (0.8 ) (1.8 ) 0.8 — (1.8 ) (Loss) income before income taxes (189.0 ) 179.7 23.1 — 13.8 Income taxes (72.6 ) 59.2 4.4 — (9.0 ) Equity in net income (loss) of subsidiaries 139.2 18.7 — (157.9 ) — Net income (loss) $ 22.8 $ 139.2 $ 18.7 $ (157.9 ) $ 22.8 Condensed Supplemental Consolidating Statement of Operations Nine Months Ended September 30, 2016 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 4,161.1 $ 459.8 $ (222.4 ) $ 4,398.5 Cost of sales — 3,448.0 396.9 (222.4 ) 3,622.5 Gross profit — 713.1 62.9 — 776.0 Selling, general, and administrative expense 100.1 394.1 42.4 — 536.6 Amortization expense 6.8 67.1 7.0 — 80.9 Other operating expense, net — 8.8 1.5 — 10.3 Operating (loss) income (106.9 ) 243.1 12.0 — 148.2 Interest expense 87.4 0.2 4.0 (3.6 ) 88.0 Interest income (2.2 ) (3.9 ) (1.0 ) 3.6 (3.5 ) Other (income), net — (2.5 ) (3.8 ) — (6.3 ) (Loss) income before income taxes (192.1 ) 249.3 12.8 — 70.0 Income taxes (73.4 ) 90.1 0.1 — 16.8 Equity in net income (loss) of subsidiaries 171.9 12.7 — (184.6 ) — Net income (loss) $ 53.2 $ 171.9 $ 12.7 $ (184.6 ) $ 53.2 Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Three Months Ended September 30, 2017 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 28.8 $ 64.9 $ 4.9 $ (69.8 ) $ 28.8 Other comprehensive income: Foreign currency translation adjustments — — 18.0 — 18.0 Pension and postretirement reclassification adjustment, net of tax — 0.1 — — 0.1 Other comprehensive income — 0.1 18.0 — 18.1 Equity in other comprehensive income (loss) of subsidiaries 18.1 18.0 — (36.1 ) — Comprehensive income (loss) $ 46.9 $ 83.0 $ 22.9 $ (105.9 ) $ 46.9 Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Three Months Ended September 30, 2016 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 37.4 $ 72.1 $ 7.4 $ (79.5 ) $ 37.4 Other comprehensive income: Foreign currency translation adjustments — — (7.3 ) — (7.3 ) Pension and postretirement reclassification adjustment, net of tax — 0.3 — — 0.3 Other comprehensive income (loss) — 0.3 (7.3 ) — (7.0 ) Equity in other comprehensive (loss) income of subsidiaries (7.0 ) (7.3 ) — 14.3 — Comprehensive income (loss) $ 30.4 $ 65.1 $ 0.1 $ (65.2 ) $ 30.4 Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Nine Months Ended September 30, 2017 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 22.8 $ 139.2 $ 18.7 $ (157.9 ) $ 22.8 Other comprehensive income: Foreign currency translation adjustments — — 34.5 — 34.5 Pension and postretirement reclassification adjustment, net of tax — 7.2 — — 7.2 Other comprehensive income — 7.2 34.5 — 41.7 Equity in other comprehensive income (loss) of subsidiaries 41.7 34.5 — (76.2 ) — Comprehensive income (loss) $ 64.5 $ 180.9 $ 53.2 $ (234.1 ) $ 64.5 Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Nine Months Ended September 30, 2016 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 53.2 $ 171.9 $ 12.7 $ (184.6 ) $ 53.2 Other comprehensive income: Foreign currency translation adjustments — — 21.6 — 21.6 Pension and postretirement reclassification adjustment, net of tax — 0.8 — — 0.8 Other comprehensive income — 0.8 21.6 — 22.4 Equity in other comprehensive income (loss) of subsidiaries 22.4 21.6 — (44.0 ) — Comprehensive income (loss) $ 75.6 $ 194.3 $ 34.3 $ (228.6 ) $ 75.6 Condensed Supplemental Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 13.4 $ 406.0 $ 1.4 $ (157.4 ) $ 263.4 Cash flows from investing activities: Additions to property, plant, and equipment (1.6 ) (87.4 ) (13.5 ) — (102.5 ) Additions to intangible assets (17.7 ) (0.8 ) (0.1 ) — (18.6 ) Intercompany transfer 69.8 (128.2 ) — 58.4 — Proceeds from sale of fixed assets — 7.2 — — 7.2 Proceeds from divestiture — 19.0 0.3 — 19.3 Other — — (1.0 ) — (1.0 ) Net cash provided by (used in) investing activities 50.5 (190.2 ) (14.3 ) 58.4 (95.6 ) Cash flows from financing activities: Net (repayment) borrowing of debt (100.8 ) (2.2 ) (0.1 ) — (103.1 ) Intercompany transfer 109.2 (213.6 ) 5.4 99.0 — Receipts related to stock-based award activities 11.1 — — — 11.1 Payments related to stock-based award activities (6.7 ) — — — (6.7 ) Net cash provided by (used in) financing activities 12.8 (215.8 ) 5.3 99.0 (98.7 ) Effect of exchange rate changes on cash and cash equivalents — — 0.7 — 0.7 Increase (decrease) in cash and cash equivalents 76.7 — (6.9 ) — 69.8 Cash and cash equivalents, beginning of period — 0.2 61.9 — 62.1 Cash and cash equivalents, end of period $ 76.7 $ 0.2 $ 55.0 $ — $ 131.9 Condensed Supplemental Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 94.2 $ 398.7 $ (10.7 ) $ (183.8 ) $ 298.4 Cash flows from investing activities: Additions to property, plant, and equipment (2.8 ) (119.9 ) (9.2 ) — (131.9 ) Additions to intangible assets (8.2 ) (2.7 ) — — (10.9 ) Intercompany transfer 32.4 (78.4 ) — 46.0 — Acquisitions, less cash acquired (2,687.7 ) 0.3 43.0 — (2,644.4 ) Proceeds from sale of fixed assets — 1.5 — — 1.5 Other — (0.6 ) (0.8 ) — (1.4 ) Net cash (used in) provided by investing activities (2,666.3 ) (199.8 ) 33.0 46.0 (2,787.1 ) Cash flows from financing activities: Net borrowing (repayment) of debt 1,700.1 (2.6 ) — — 1,697.5 Payment of deferred financing costs (34.3 ) — — — (34.3 ) Intercompany transfer 61.9 (196.4 ) (3.3 ) 137.8 — Net proceeds from issuance of common stock 835.1 — — — 835.1 Receipts related to stock-based award activities 7.6 — — — 7.6 Payments related to stock-based award activities (8.7 ) — — — (8.7 ) Net cash provided by (used in) financing activities 2,561.7 (199.0 ) (3.3 ) 137.8 2,497.2 Effect of exchange rate changes on cash and cash equivalents — — 3.8 — 3.8 (Decrease) increase in cash and cash equivalents (10.4 ) (0.1 ) 22.8 — 12.3 Cash and cash equivalents, beginning of period 10.4 0.1 24.4 — 34.9 Cash and cash equivalents, end of period $ — $ — $ 47.2 $ — $ 47.2 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. SUBSEQUENT EVENTS On November 2, 2017, the Company announced that the Board of Directors adopted a stock repurchase program. The stock repurchase program authorizes the Company to repurchase up to $400 million of the Company’s common stock at any time, or from time to time. Any repurchases under the program may be made by means of open market transactions, negotiated block transactions, or otherwise, including pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The size and timing of any repurchases will depend on price, market and business conditions, and other factors. Provided, however, that the Company is authorized to enter into an administrative repurchase plan for $50 million of the $400 million in the twelve months following November, 6 2017. The Company will repurchase shares opportunistically with a total annual cap of $150 million. Any shares repurchased will be held as treasury stock. On October 29, 2017 Mr. Robert Aiken resigned as the Company’s President and Chief Operating Officer. The Company is in discussions with Mr. Aiken regarding the satisfaction of his monetary obligations to the Company under his employment agreement. |
Restructuring and Margin Impr29
Restructuring and Margin Improvement Activities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of Facility Closures | The key information regarding the Company’s announced facility closures is outlined in the table below. Facility Location Date of Closure Announcement End of Production Full Facility Closure Primary Products Produced Primary Segment(s) Affected Total Costs to Close Total Cash Costs to Close (In millions) City of Industry, California November First quarter of 2016 Third quarter of 2016 Liquid non-dairy creamer and refrigerated salad dressings Beverages, Condiments $ 6.9 $ 3.8 Ayer, Massachusetts April 5, 2016 First quarter of 2017 Third quarter of 2017 Spoonable dressings Condiments 5.9 4.1 Azusa, May 24, 2016 First quarter of 2017 Third quarter of 2017 Bars and snack products Snacks 19.5 16.1 Ripon, Wisconsin May 24, 2016 Fourth quarter of 2016 Fourth quarter of 2016 Sugar wafer cookies Baked Goods 0.9 1.2 Delta, British Columbia November 3, 2016 Fourth quarter of 2017 First quarter of 2018 Frozen griddle products Baked Goods 3.7 2.7 Battle Creek, Michigan November 3, 2016 (1) (1) Ready-to-eat cereal Meals 10.4 2.8 (1) The downsizing of this facility began in January 2017 and is expected to last approximately 15 months. |
Reconciliation of Liabilities | The table below presents a reconciliation of the liabilities as of September 30, 2017: Severance Multiemployer Plan Other Costs Total Liabilities (In millions) Balance as of December 31, 2016 $ 3.5 $ 0.8 $ - $ 4.3 Expense 6.6 — 2.4 9.0 Payments (4.2 ) — (0.5 ) (4.7 ) Adjustments (0.3 ) — — (0.3 ) Balance as of September 30, 2017 $ 5.6 $ 0.8 $ 1.9 $ 8.3 |
TreeHouse 2020 Restructuring Plan | |
Aggregate Expenses Incurred Associated with Facility Closure | Below is a summary of costs by type associated with TreeHouse 2020: Three Nine Months Ended Cumulative Costs Total Expected September 30, 2017 September 30, 2017 To Date Costs (In millions) Asset-related $ 8.0 $ 8.0 $ 8.0 $ 14.8 Employee-related 4.3 4.3 4.3 7.0 Other costs 2.4 2.4 2.4 22.7 Total $ 14.7 $ 14.7 $ 14.7 $ 44.5 |
Restructuring Plans Other Than TreeHouse 2020 | |
Aggregate Expenses Incurred Associated with Facility Closure | Below is a summary of the plant closing costs by type of cost: Three Nine Months Ended September 30, Cumulative Costs Total Expected 2017 2016 2017 2016 To Date Costs (In millions) Asset-related $ 0.8 $ 1.0 $ 4.3 $ 2.5 $ 14.5 $ 16.6 Employee-related 0.2 2.2 2.9 4.1 10.2 11.9 Other closure costs 1.9 2.7 12.2 3.8 16.7 18.8 Total $ 2.9 $ 5.9 $ 19.4 $ 10.4 $ 41.4 $ 47.3 |
Acquisitions (Tables)
Acquisitions (Tables) - Private brands business of ConAgra Foods | 9 Months Ended |
Sep. 30, 2017 | |
Purchase Price Allocation to Net Tangible and Intangible Assets Acquired and Liabilities Assumed | We have completed the purchase price allocation to net tangible and intangible assets acquired and liabilities assumed as follows: (In millions) Cash $ 43.3 Receivables 162.7 Inventory 443.7 Property, plant, and equipment 809.6 Customer relationships 510.9 Trade names 33.0 Software 19.6 Formulas 23.2 Other assets 50.2 Goodwill 1,141.2 Assets acquired 3,237.4 Deferred taxes (152.8 ) Assumed current liabilities (246.6 ) Assumed long-term liabilities (150.3 ) Total purchase price $ 2,687.7 |
Business Acquisition Pro Forma Information | The following unaudited pro forma information shows the results of operations for the Company as if its acquisition of the Private Brands Business had been completed as of January 1, 2016. Adjustments have been made for the pro forma effects of depreciation and amortization of tangible and intangible assets recognized as part of the business combination, the issuance of common stock, interest expense related to the financing of the business combination, and related income taxes. Excluded from the 2016 pro forma results were $35.2 million of costs incurred by the Company in connection with the acquisition. The pro forma results may not necessarily reflect actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations. Nine September 30, 2016 (In millions, except per share data) Pro forma net sales $ 4,722.4 Pro forma net income $ 74.9 Pro forma basic earnings per common share $ 1.32 Pro forma diluted earnings per common share $ 1.30 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | September 30, December 31, 2017 2016 (In millions) Raw materials and supplies $ 544.2 $ 429.4 Finished goods 618.5 571.9 LIFO reserve (25.2 ) (23.3 ) Total inventories $ 1,137.5 $ 978.0 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property Plant And Equipment [Abstract] | |
Property, Plant, and Equipment | September 30, December 31, 2017 2016 (In millions) Land $ 70.3 $ 71.2 Buildings and improvements 454.3 465.3 Machinery and equipment 1,278.4 1,324.5 Construction in progress 74.0 85.0 Total 1,877.0 1,946.0 Less accumulated depreciation (587.2 ) (586.7 ) Property, plant, and equipment, net $ 1,289.8 $ 1,359.3 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2017 are as follows: Baked Goods Beverages Condiments Meals Snacks Total (In millions) Balance at January 1, 2017 $ 554.2 $ 713.2 $ 433.1 $ 470.6 $ 276.1 $ 2,447.2 Purchase price adjustments 1.4 — 0.2 1.1 0.3 3.0 Foreign currency exchange adjustments — 3.8 5.2 — — 9.0 Balance at September 30, 2017 $ 555.6 $ 717.0 $ 438.5 $ 471.7 $ 276.4 $ 2,459.2 |
Carrying Amounts of Indefinite Lives Intangible Assets Other Than Goodwill | The carrying amounts of our intangible assets with indefinite lives, other than goodwill, as of September 30, 2017 and December 31, 2016 are as follows: September 30, 2017 December 31, 2016 (In millions) Trademarks $ 22.8 $ 21.6 Total indefinite lived intangibles $ 22.8 $ 21.6 |
Gross Carrying Amounts and Accumulated Amortization of Intangible Assets, with Finite Lives | The gross carrying amounts and accumulated amortization of intangible assets with finite lives as of September 30, 2017 and December 31, 2016 are as follows: September 30, 2017 December 31, 2016 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount (In millions) (In millions) Intangible assets with finite lives: Customer-related $ 1,266.6 $ (341.2 ) $ 925.4 $ 1,284.3 $ (293.3 ) $ 991.0 Contractual agreements 2.8 (2.8 ) — 3.0 (2.9 ) 0.1 Trademarks 69.6 (27.4 ) 42.2 69.6 (23.6 ) 46.0 Formulas/recipes 33.8 (16.9 ) 16.9 33.7 (12.8 ) 20.9 Computer software 130.8 (69.8 ) 61.0 115.7 (57.7 ) 58.0 Total finite lived intangibles $ 1,503.6 $ (458.1 ) $ 1,045.5 $ 1,506.3 $ (390.3 ) $ 1,116.0 |
Estimated Amortization Expense on Intangible Assets | Estimated amortization expense on intangible assets for 2017 and the next four years is as follows: (In millions) 2017 $ 114.7 2018 108.4 2019 105.9 2020 103.6 2021 94.1 |
Accounts Payable and Accrued 34
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | September 30, December 31, 2017 2016 (In millions) Accounts payable $ 652.5 $ 458.1 Payroll and benefits 58.2 78.5 Interest 7.4 24.1 Taxes 10.8 31.0 Health insurance, workers’ compensation, and other insurance costs 27.4 17.2 Marketing expenses 9.5 12.4 Other accrued liabilities 8.0 5.5 Total $ 773.8 $ 626.8 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | September 30, December 31, 2017 2016 (In millions) Revolving Credit Facility $ 120.0 $ 170.0 Term Loan A 276.7 288.0 Term Loan A-1 172.5 180.0 Term Loan A-2 973.8 1,005.8 2022 Notes 400.0 400.0 2024 Notes 775.0 775.0 Other debt 3.0 5.7 Total outstanding debt 2,721.0 2,824.5 Deferred financing costs (28.5 ) (33.3 ) Less current portion (72.1 ) (66.4 ) Total long-term debt $ 2,620.4 $ 2,724.8 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 earnings per share: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (In millions, except per share data) Net income $ 28.8 $ 37.4 $ 22.8 $ 53.2 Weighted average common shares outstanding 57.3 56.8 57.1 55.4 Assumed exercise/vesting of equity awards (1) 0.4 0.8 0.6 0.8 Weighted average diluted common shares outstanding 57.7 57.6 57.7 56.2 Net earnings per basic share $ 0.50 $ 0.66 $ 0.40 $ 0.96 Net earnings per diluted share $ 0.50 $ 0.65 $ 0.40 $ 0.95 (1) Incremental shares from equity awards are computed using the treasury stock method. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 1.7 million and 1.4 million for the three and nine months ended September 30, 2017, respectively, and 0.4 million and 0.7 million for the three and nine months ended September 30, 2016, respectively. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity during the nine months ended September 30, 2017. Weighted Weighted Average Average Remaining Aggregate Employee Director Exercise Contractual Intrinsic Options Options Price Term (yrs) Value (In thousands) (In millions) Outstanding, at December 31, 2016 2,069 20 $ 64.77 5.8 $ 28.9 Granted 481 — 84.16 Forfeited (87 ) — 87.85 Exercised (257 ) (16 ) 40.83 Expired (2 ) — 87.83 Outstanding, at September 30, 2017 2,204 4 71.03 6.3 16.3 Vested/expected to vest, at September 30, 2017 2,140 4 70.57 6.2 16.3 Exercisable, at September 30, 2017 1,404 4 61.99 4.7 16.3 |
Highlight of Stock Options Activity | Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (In millions) (In millions) Compensation expense $ 2.3 $ 2.0 $ 6.8 $ 5.5 Intrinsic value of stock options exercised 0.9 0.1 11.0 6.1 Tax benefit recognized from stock option exercises 0.4 0.1 4.2 2.2 |
Summary of Restricted Stock Unit Activity | The following table summarizes the restricted stock unit activity during the nine months ended September 30, 2017: Weighted Weighted Employee Average Director Average Restricted Grant Date Restricted Grant Date Stock Units Fair Value Stock Units Fair Value (In thousands) (In thousands) Outstanding, at December 31, 2016 516 $ 87.03 104 $ 57.78 Granted 316 82.60 17 84.66 Vested (169 ) 85.02 (4 ) 100.30 Forfeited (61 ) 87.60 — — Outstanding, at September 30, 2017 602 85.19 117 60.21 |
Highlights of Restricted Stock Unit Activity | Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (In millions) (In millions) Compensation expense $ 5.5 $ 4.9 $ 17.3 $ 12.9 Fair value of vested restricted stock units 0.7 2.8 13.7 15.9 Tax benefit recognized from vested restricted stock units 0.3 1.0 5.0 5.7 |
Summary of Performance Unit Activity | The following table summarizes the performance unit activity during the nine months ended September 30, 2017: Weighted Average Performance Grant Date Units Fair Value (In thousands) Unvested, at December 31, 2016 246 $ 85.16 Granted 114 86.66 Vested (72 ) 79.89 Forfeited (18 ) 87.02 Unvested, at September 30, 2017 270 86.23 |
Highlight of Performance Unit Activity | Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (In millions) (In millions) Compensation expense $ (1.2 ) $ 1.6 $ 1.1 $ 4.4 Fair value of vested performance units — (1.8 ) 6.5 9.6 Tax benefit recognized from performance units vested — — 2.5 4.1 |
Accumulated Other Comprehensi38
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Loss Net of Tax Except for Foreign Currency Translation Adjustment | Accumulated other comprehensive loss consists of the following components, all of which are net of tax, except for the foreign currency translation adjustment: Unrecognized Accumulated Foreign Pension and Other Currency Postretirement Comprehensive Translation (1) Benefits (2) Loss (In millions) Balance at December 31, 2016 $ (89.4 ) $ (11.9 ) $ (101.3 ) Other comprehensive income 34.5 — 34.5 Reclassifications from accumulated other comprehensive loss — 7.2 7.2 Other comprehensive income 34.5 7.2 41.7 Balance at September 30, 2017 $ (54.9 ) $ (4.7 ) $ (59.6 ) Unrecognized Accumulated Foreign Pension and Other Currency Postretirement Comprehensive Translation (1) Benefits (2) Loss (In millions) Balance at December 31, 2015 $ (100.5 ) $ (13.0 ) $ (113.5 ) Other comprehensive income 21.6 — 21.6 Reclassifications from accumulated other comprehensive loss — 0.8 0.8 Other comprehensive income 21.6 0.8 22.4 Balance at September 30, 2016 $ (78.9 ) $ (12.2 ) $ (91.1 ) (1) The foreign currency translation adjustment is not net of tax, as the Company’s investments in its foreign subsidiaries are considered to be permanent. (2) The unrecognized pension and postretirement benefits reclassification is presented net of tax of $4.4 million and $0.5 million for the nine months ended September 30, 2017 and 2016, respectively. |
Reclassifications from Accumulated Other Comprehensive Loss | The Condensed Consolidated Statements of Operations lines impacted by reclassifications out of Accumulated other comprehensive loss are outlined below: Affected line in Reclassifications from Accumulated the Condensed Consolidated Other Comprehensive Loss Statements of Operations Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (In millions) (In millions) Amortization of defined benefit pension and postretirement items: Prior service costs $ — $ — $ 0.1 $ 0.2 (a) Unrecognized net loss 0.1 0.4 0.7 1.1 (a) Actuarial adjustment — — 2.1 — (b) Divestiture — — 8.7 — Other operating expense, net Total before tax 0.1 0.4 11.6 1.3 Income taxes — 0.1 4.4 0.5 Income taxes Net of tax $ 0.1 $ 0.3 $ 7.2 $ 0.8 (a) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost, and are recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Operations. (b) Represents the actuarial adjustment that was recorded in conjunction with the divestiture of a pension plan and a postretirement benefit plan in the second quarter of 2017. |
Employee Retirement and Postr39
Employee Retirement and Postretirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Summary of Net Periodic Cost of Pension and Postretirement Benefit Plans | Components of net periodic pension expense are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 (In millions) (In millions) Service cost $ 0.8 $ 1.3 $ 2.9 $ 3.6 Interest cost 3.6 4.1 11.4 11.2 Expected return on plan assets (4.2 ) (4.5 ) (13.3 ) (12.2 ) Amortization of unrecognized prior service cost — — 0.1 0.2 Amortization of unrecognized net loss 0.1 0.4 0.7 1.1 Net periodic pension cost $ 0.3 $ 1.3 $ 1.8 $ 3.9 The Company does not expect to make any contributions to the pension plans in 2017. Components of net periodic postretirement expense are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 (In millions) (In millions) Interest cost $ 0.3 $ 0.3 $ 0.9 $ 0.9 Net periodic postretirement cost $ 0.3 $ 0.3 $ 0.9 $ 0.9 |
Other Operating Expense, Net (T
Other Operating Expense, Net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Income And Expenses [Abstract] | |
Other Operating Expense, Net | The Company incurred other operating expense for the three and nine months ended September 30, 2017 and 2016, which consisted of the following: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 (In millions) (In millions) Restructuring $ 10.5 $ 4.9 $ 26.0 $ 9.0 Loss on divestiture 0.4 — 85.6 — Other 0.2 0.4 0.3 1.3 Total other operating expense, net $ 11.1 $ 5.3 $ 111.9 $ 10.3 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative, Fair Value, and Location on Condensed Consolidated Balance Sheet | The following table identifies the derivative, its fair value, and location on the Condensed Consolidated Balance Sheets: Fair Value Balance Sheet Location September 30, 2017 December 31, 2016 (In millions) Asset Derivatives Commodity contracts Prepaid expenses and other current assets $ 2.5 $ 1.0 Foreign currency contracts Prepaid expenses and other current assets 0.6 0.7 Interest rate swap agreements Prepaid expenses and other current assets 9.6 10.4 $ 12.7 $ 12.1 Liability Derivatives Commodity contracts Accounts payable and accrued expenses $ 0.4 $ 0.5 Foreign currency contracts Accounts payable and accrued expenses 1.2 — $ 1.6 $ 0.5 |
Gains and Losses on Derivative Contracts | We recorded the following gains and losses on our derivative contracts in the Condensed Consolidated Statements of Operations: Three Months Ended Nine Months Ended Location of Gain (Loss) September 30, September 30, Recognized in Net Income 2017 2016 2017 2016 (In millions) (In millions) Mark-to-market unrealized gain (loss): Commodity contracts Other (income) expense, net $ 2.6 $ 2.3 $ 1.5 $ 3.3 Foreign currency contracts Other (income) expense, net (0.5 ) 2.1 (1.3 ) (0.2 ) Interest rate swap agreements Other (income) expense, net (0.3 ) 2.4 (0.8 ) 0.8 Total unrealized gain (loss) 1.8 6.8 (0.6 ) 3.9 Realized gain (loss): Commodity contracts Manufacturing related to Cost of sales and transportation related to Selling and distribution (0.2 ) 0.1 (0.4 ) (0.9 ) Foreign currency contracts Cost of sales (1.3 ) (1.3 ) (0.1 ) (3.3 ) Interest rate swap agreements Interest expense 0.5 — 0.6 — Total realized (loss) gain (1.0 ) (1.2 ) 0.1 (4.2 ) Total gain (loss) $ 0.8 $ 5.6 $ (0.5 ) $ (0.3 ) |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Carrying Value and Fair Value of Financial Instruments | The following table presents the carrying value and fair value of our financial instruments as of September 30, 2017 and December 31, 2016: September 30, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Level (In millions) (In millions) Not recorded at fair value (liability): Revolving Credit Facility $ (120.0 ) $ (118.8 ) $ (170.0 ) $ (167.1 ) 2 Term Loan A (276.7 ) (277.2 ) (288.0 ) (288.1 ) 2 Term Loan A-1 (172.5 ) (172.8 ) (180.0 ) (180.3 ) 2 Term Loan A-2 (973.8 ) (975.4 ) (1,005.8 ) (1,007.4 ) 2 2022 Notes (400.0 ) (411.0 ) (400.0 ) (410.0 ) 2 2024 Notes (775.0 ) (829.3 ) (775.0 ) (809.9 ) 2 Recorded on a recurring basis at fair value asset (liability): Commodity contracts $ 2.1 $ 2.1 $ 0.5 $ 0.5 2 Foreign currency contracts (0.6 ) (0.6 ) 0.7 0.7 2 Interest rate swap agreements 9.6 9.6 10.4 10.4 2 Investments 13.2 13.2 10.4 10.4 1 |
Segment and Geographic Inform43
Segment and Geographic Information and Major Customers (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Financial Information Relating to Reportable Segments | Financial information relating to the Company’s reportable segments is as follows: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 (In millions) (In millions) Net sales to external customers: Baked Goods $ 351.2 $ 329.4 $ 1,016.6 $ 871.8 Beverages 244.9 234.9 759.1 672.7 Condiments 333.8 322.9 988.8 959.0 Meals 284.6 347.9 897.0 937.3 Snacks 332.6 351.7 940.2 967.5 Unallocated 1.7 0.1 5.5 (9.8 ) Total $ 1,548.8 $ 1,586.9 $ 4,607.2 $ 4,398.5 Direct operating income: Baked Goods $ 46.9 $ 33.8 $ 121.3 $ 97.4 Beverages 51.7 63.8 170.7 175.6 Condiments 34.4 38.0 102.2 115.0 Meals 32.1 33.1 99.9 88.9 Snacks 1.8 18.5 24.4 47.3 Total 166.9 187.2 518.5 524.2 Unallocated selling, general, and administrative expenses (66.0 ) (74.3 ) (228.1 ) (254.2 ) Unallocated cost of sales (1) (5.2 ) (1.5 ) 3.2 (20.8 ) Unallocated corporate expense and other (37.9 ) (33.8 ) (192.2 ) (101.0 ) Operating income 57.8 77.6 101.4 148.2 Other expense (27.7 ) (25.0 ) (87.6 ) (78.2 ) Income before income taxes $ 30.1 $ 52.6 $ 13.8 $ 70.0 (1) Includes charges related to restructuring and margin improvement activities, and other costs managed at corporate. |
Net Sales by Major Products | Product Information — The following table presents the Company’s net sales by major products for the three and nine months ended September 30, 2017 and 2016. In the first quarter of 2017, the Company changed the product categories to align with the changes in organizational structure described above. All prior period information has been recast to reflect this change. Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 (In millions) (In millions) Products: Dressings and sauces $ 250.4 $ 241.9 $ 738.6 $ 711.3 Snack nuts 224.9 207.0 609.1 555.0 Baked products 181.8 162.3 502.6 432.4 Retail bakery 169.4 167.1 514.0 439.4 Beverages 168.1 161.9 518.9 448.0 Pasta and dry dinners 147.8 146.6 420.6 384.0 Cereals and other meals 136.8 201.3 476.4 553.3 Trail mix and bars 109.4 144.8 336.6 402.7 Pickles 83.4 81.0 250.2 247.7 Beverage enhancers 76.8 73.0 240.2 224.7 Total net sales $ 1,548.8 $ 1,586.9 $ 4,607.2 $ 4,398.5 |
GUARANTOR AND NON-GUARANTOR F44
GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Condensed Supplemental Consolidating Balance Sheet | Condensed Supplemental Consolidating Balance Sheet September 30, 2017 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 76.7 $ 0.2 $ 55.0 $ — $ 131.9 Investments — — 13.2 — 13.2 Accounts receivable, net — 377.6 54.5 — 432.1 Inventories, net — 1,008.3 129.2 — 1,137.5 Prepaid expenses and other current assets 71.7 17.6 21.1 — 110.4 Total current assets 148.4 1,403.7 273.0 — 1,825.1 Property, plant, and equipment, net 27.9 1,104.8 157.1 — 1,289.8 Goodwill — 2,333.7 125.5 — 2,459.2 Investment in subsidiaries 5,212.5 572.0 — (5,784.5 ) — Intercompany accounts (payable) receivable, net (152.7 ) 137.4 15.3 — — Deferred income taxes 23.4 — — (23.4 ) — Intangible and other assets, net 59.4 945.3 106.8 — 1,111.5 Total assets $ 5,318.9 $ 6,496.9 $ 677.7 $ (5,807.9 ) $ 6,685.6 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 25.3 $ 675.3 $ 73.2 $ — $ 773.8 Current portion of long-term debt 70.8 1.2 0.1 — 72.1 Total current liabilities 96.1 676.5 73.3 — 845.9 Long-term debt 2,618.7 1.5 0.2 — 2,620.4 Deferred income taxes — 418.7 26.1 (23.4 ) 421.4 Other long-term liabilities 6.8 187.7 6.1 — 200.6 Stockholders’ equity 2,597.3 5,212.5 572.0 (5,784.5 ) 2,597.3 Total liabilities and stockholders’ equity $ 5,318.9 $ 6,496.9 $ 677.7 $ (5,807.9 ) $ 6,685.6 Condensed Supplemental Consolidating Balance Sheet December 31, 2016 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 0.2 $ 61.9 $ — $ 62.1 Investments — — 10.4 — 10.4 Accounts receivable, net — 372.9 56.1 — 429.0 Inventories, net — 869.6 108.4 — 978.0 Assets held for sale — 3.6 — — 3.6 Prepaid expenses and other current assets 23.6 36.7 17.3 — 77.6 Total current assets 23.6 1,283.0 254.1 — 1,560.7 Property, plant, and equipment, net 31.3 1,181.0 147.0 — 1,359.3 Goodwill — 2,330.8 116.4 — 2,447.2 Investment in subsidiaries 5,031.5 519.4 — (5,550.9 ) — Intercompany accounts receivable (payable), net 199.6 (196.9 ) (2.7 ) — — Deferred income taxes 20.7 — — (20.7 ) — Intangible and other assets, net 53.9 1,018.0 106.7 — 1,178.6 Total assets $ 5,360.6 $ 6,135.3 $ 621.5 $ (5,571.6 ) $ 6,545.8 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 61.3 $ 493.1 $ 72.4 $ — $ 626.8 Current portion of long-term debt 63.1 3.2 0.1 — 66.4 Total current liabilities 124.4 496.3 72.5 — 693.2 Long-term debt 2,722.3 2.2 0.3 — 2,724.8 Deferred income taxes — 418.3 24.6 (20.7 ) 422.2 Other long-term liabilities 10.6 187.0 4.7 — 202.3 Stockholders’ equity 2,503.3 5,031.5 519.4 (5,550.9 ) 2,503.3 Total liabilities and stockholders’ equity $ 5,360.6 $ 6,135.3 $ 621.5 $ (5,571.6 ) $ 6,545.8 |
Condensed Supplemental Consolidating Statement of Operations | Condensed Supplemental Consolidating Statement of Operations Three Months Ended September 30, 2017 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,458.0 $ 175.9 $ (85.1 ) $ 1,548.8 Cost of sales — 1,221.5 152.3 (85.1 ) 1,288.7 Gross profit — 236.5 23.6 — 260.1 Selling, general, and administrative expense 23.9 128.5 10.3 — 162.7 Amortization expense 3.3 22.7 2.5 — 28.5 Other operating expense, net 2.4 8.0 0.7 — 11.1 Operating (loss) income (29.6 ) 77.3 10.1 — 57.8 Interest expense 31.3 0.1 3.8 (3.8 ) 31.4 Interest income — (3.8 ) (0.4 ) 3.8 (0.4 ) Other (income) expense, net (2.4 ) (1.7 ) 0.8 — (3.3 ) (Loss) income before income taxes (58.5 ) 82.7 5.9 — 30.1 Income taxes (22.4 ) 22.7 1.0 — 1.3 Equity in net income (loss) of subsidiaries 64.9 4.9 — (69.8 ) — Net income (loss) $ 28.8 $ 64.9 $ 4.9 $ (69.8 ) $ 28.8 Condensed Supplemental Consolidating Statement of Operations Three Months Ended September 30, 2016 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 1,501.8 $ 167.0 $ (81.9 ) $ 1,586.9 Cost of sales — 1,240.2 143.0 (81.9 ) 1,301.3 Gross profit — 261.6 24.0 — 285.6 Selling, general, and administrative expense 23.5 134.5 16.1 — 174.1 Amortization expense 2.3 23.9 2.4 — 28.6 Other operating expense, net — 4.7 0.6 — 5.3 Operating (loss) income (25.8 ) 98.5 4.9 — 77.6 Interest expense 31.0 (0.1 ) 1.1 (1.2 ) 30.8 Interest income — (1.0 ) (0.3 ) 1.2 (0.1 ) Other (income) expense, net — (0.5 ) (5.2 ) — (5.7 ) (Loss) income before income taxes (56.8 ) 100.1 9.3 — 52.6 Income taxes (22.1 ) 35.4 1.9 — 15.2 Equity in net income (loss) of subsidiaries 72.1 7.4 — (79.5 ) — Net income (loss) $ 37.4 $ 72.1 $ 7.4 $ (79.5 ) $ 37.4 Condensed Supplemental Consolidating Statement of Operations Nine Months Ended September 30, 2017 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 4,353.3 $ 498.8 $ (244.9 ) $ 4,607.2 Cost of sales — 3,596.9 431.8 (244.9 ) 3,783.8 Gross profit — 756.4 67.0 — 823.4 Selling, general, and administrative expense 86.0 408.0 30.3 — 524.3 Amortization expense 9.4 69.2 7.2 — 85.8 Other operating expense, net 2.4 107.4 2.1 — 111.9 Operating (loss) income (97.8 ) 171.8 27.4 — 101.4 Interest expense 94.2 0.3 4.8 (6.4 ) 92.9 Interest income (2.2 ) (6.4 ) (1.3 ) 6.4 (3.5 ) Other (income) expense, net (0.8 ) (1.8 ) 0.8 — (1.8 ) (Loss) income before income taxes (189.0 ) 179.7 23.1 — 13.8 Income taxes (72.6 ) 59.2 4.4 — (9.0 ) Equity in net income (loss) of subsidiaries 139.2 18.7 — (157.9 ) — Net income (loss) $ 22.8 $ 139.2 $ 18.7 $ (157.9 ) $ 22.8 Condensed Supplemental Consolidating Statement of Operations Nine Months Ended September 30, 2016 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ 4,161.1 $ 459.8 $ (222.4 ) $ 4,398.5 Cost of sales — 3,448.0 396.9 (222.4 ) 3,622.5 Gross profit — 713.1 62.9 — 776.0 Selling, general, and administrative expense 100.1 394.1 42.4 — 536.6 Amortization expense 6.8 67.1 7.0 — 80.9 Other operating expense, net — 8.8 1.5 — 10.3 Operating (loss) income (106.9 ) 243.1 12.0 — 148.2 Interest expense 87.4 0.2 4.0 (3.6 ) 88.0 Interest income (2.2 ) (3.9 ) (1.0 ) 3.6 (3.5 ) Other (income), net — (2.5 ) (3.8 ) — (6.3 ) (Loss) income before income taxes (192.1 ) 249.3 12.8 — 70.0 Income taxes (73.4 ) 90.1 0.1 — 16.8 Equity in net income (loss) of subsidiaries 171.9 12.7 — (184.6 ) — Net income (loss) $ 53.2 $ 171.9 $ 12.7 $ (184.6 ) $ 53.2 |
Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) | Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Three Months Ended September 30, 2017 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 28.8 $ 64.9 $ 4.9 $ (69.8 ) $ 28.8 Other comprehensive income: Foreign currency translation adjustments — — 18.0 — 18.0 Pension and postretirement reclassification adjustment, net of tax — 0.1 — — 0.1 Other comprehensive income — 0.1 18.0 — 18.1 Equity in other comprehensive income (loss) of subsidiaries 18.1 18.0 — (36.1 ) — Comprehensive income (loss) $ 46.9 $ 83.0 $ 22.9 $ (105.9 ) $ 46.9 Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Three Months Ended September 30, 2016 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 37.4 $ 72.1 $ 7.4 $ (79.5 ) $ 37.4 Other comprehensive income: Foreign currency translation adjustments — — (7.3 ) — (7.3 ) Pension and postretirement reclassification adjustment, net of tax — 0.3 — — 0.3 Other comprehensive income (loss) — 0.3 (7.3 ) — (7.0 ) Equity in other comprehensive (loss) income of subsidiaries (7.0 ) (7.3 ) — 14.3 — Comprehensive income (loss) $ 30.4 $ 65.1 $ 0.1 $ (65.2 ) $ 30.4 Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Nine Months Ended September 30, 2017 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 22.8 $ 139.2 $ 18.7 $ (157.9 ) $ 22.8 Other comprehensive income: Foreign currency translation adjustments — — 34.5 — 34.5 Pension and postretirement reclassification adjustment, net of tax — 7.2 — — 7.2 Other comprehensive income — 7.2 34.5 — 41.7 Equity in other comprehensive income (loss) of subsidiaries 41.7 34.5 — (76.2 ) — Comprehensive income (loss) $ 64.5 $ 180.9 $ 53.2 $ (234.1 ) $ 64.5 Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Nine Months Ended September 30, 2016 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Net income (loss) $ 53.2 $ 171.9 $ 12.7 $ (184.6 ) $ 53.2 Other comprehensive income: Foreign currency translation adjustments — — 21.6 — 21.6 Pension and postretirement reclassification adjustment, net of tax — 0.8 — — 0.8 Other comprehensive income — 0.8 21.6 — 22.4 Equity in other comprehensive income (loss) of subsidiaries 22.4 21.6 — (44.0 ) — Comprehensive income (loss) $ 75.6 $ 194.3 $ 34.3 $ (228.6 ) $ 75.6 |
Condensed Supplemental Consolidating Statement of Cash Flows | Condensed Supplemental Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 13.4 $ 406.0 $ 1.4 $ (157.4 ) $ 263.4 Cash flows from investing activities: Additions to property, plant, and equipment (1.6 ) (87.4 ) (13.5 ) — (102.5 ) Additions to intangible assets (17.7 ) (0.8 ) (0.1 ) — (18.6 ) Intercompany transfer 69.8 (128.2 ) — 58.4 — Proceeds from sale of fixed assets — 7.2 — — 7.2 Proceeds from divestiture — 19.0 0.3 — 19.3 Other — — (1.0 ) — (1.0 ) Net cash provided by (used in) investing activities 50.5 (190.2 ) (14.3 ) 58.4 (95.6 ) Cash flows from financing activities: Net (repayment) borrowing of debt (100.8 ) (2.2 ) (0.1 ) — (103.1 ) Intercompany transfer 109.2 (213.6 ) 5.4 99.0 — Receipts related to stock-based award activities 11.1 — — — 11.1 Payments related to stock-based award activities (6.7 ) — — — (6.7 ) Net cash provided by (used in) financing activities 12.8 (215.8 ) 5.3 99.0 (98.7 ) Effect of exchange rate changes on cash and cash equivalents — — 0.7 — 0.7 Increase (decrease) in cash and cash equivalents 76.7 — (6.9 ) — 69.8 Cash and cash equivalents, beginning of period — 0.2 61.9 — 62.1 Cash and cash equivalents, end of period $ 76.7 $ 0.2 $ 55.0 $ — $ 131.9 Condensed Supplemental Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 (In millions) Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 94.2 $ 398.7 $ (10.7 ) $ (183.8 ) $ 298.4 Cash flows from investing activities: Additions to property, plant, and equipment (2.8 ) (119.9 ) (9.2 ) — (131.9 ) Additions to intangible assets (8.2 ) (2.7 ) — — (10.9 ) Intercompany transfer 32.4 (78.4 ) — 46.0 — Acquisitions, less cash acquired (2,687.7 ) 0.3 43.0 — (2,644.4 ) Proceeds from sale of fixed assets — 1.5 — — 1.5 Other — (0.6 ) (0.8 ) — (1.4 ) Net cash (used in) provided by investing activities (2,666.3 ) (199.8 ) 33.0 46.0 (2,787.1 ) Cash flows from financing activities: Net borrowing (repayment) of debt 1,700.1 (2.6 ) — — 1,697.5 Payment of deferred financing costs (34.3 ) — — — (34.3 ) Intercompany transfer 61.9 (196.4 ) (3.3 ) 137.8 — Net proceeds from issuance of common stock 835.1 — — — 835.1 Receipts related to stock-based award activities 7.6 — — — 7.6 Payments related to stock-based award activities (8.7 ) — — — (8.7 ) Net cash provided by (used in) financing activities 2,561.7 (199.0 ) (3.3 ) 137.8 2,497.2 Effect of exchange rate changes on cash and cash equivalents — — 3.8 — 3.8 (Decrease) increase in cash and cash equivalents (10.4 ) (0.1 ) 22.8 — 12.3 Cash and cash equivalents, beginning of period 10.4 0.1 24.4 — 34.9 Cash and cash equivalents, end of period $ — $ — $ 47.2 $ — $ 47.2 |
Restructuring and Margin Impr45
Restructuring and Margin Improvement Activities - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 20.7 | $ 5.9 | $ 39.5 | $ 12.9 |
Restructuring costs other than facility closing | 3.1 | 5.4 | 2.5 | |
TreeHouse 2020 Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 14.7 | $ 14.7 | ||
Description of restructuring plan | 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. TreeHouse 2020 is expected to produce significant savings to achieve our operating margin expansion targets creating reinvestment opportunities to drive future growth. | |||
TreeHouse 2020 Restructuring Plan | Facility Closing | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Description of restructuring plan | The key elements of Phase 1 include the closure of the Company’s Brooklyn Park, Minnesota and Plymouth, Indiana facilities, as well as the downsizing of the Dothan, Alabama facility. Production at the Brooklyn Park, Minnesota and Plymouth, Indiana facilities is expected to cease in the fourth quarter of 2017 | |||
Restructuring and related activities, completion date | Dec. 31, 2017 | |||
TreeHouse 2020 Restructuring Plan | Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Description of restructuring plan | The facility downsizing at Dothan, Alabama is expected to be complete in the third quarter of 2018. | |||
Restructuring and related activities, completion date | Sep. 30, 2018 | |||
Restructuring Plans Other than Project 2020 | City Of Industry California Facility Closure | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Plant closure, (reduction) increase in expected costs | $ (4.9) | |||
Restructuring Plans Other than Project 2020 | Ayer Massachusetts Facility Closure | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Plant closure, (reduction) increase in expected costs | (0.6) | |||
Restructuring Plans Other than Project 2020 | Ripon Wisconsin Facility Closure | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Plant closure, (reduction) increase in expected costs | (1.2) | |||
Restructuring Plans Other than Project 2020 | Delta British Columbia Facility Closure | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Plant closure, (reduction) increase in expected costs | (1.5) | |||
Restructuring Plans Other than Project 2020 | Azusa California Facility Closure | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Plant closure, (reduction) increase in expected costs | 4.6 | |||
Restructuring Plans Other than Project 2020 | Battle Creek Michigan Facility Downsizing | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Plant closure, (reduction) increase in expected costs | 0.9 | |||
Cost of Sales | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 10.2 | 1 | 13.5 | 3.9 |
Other Operating Expenses, Net | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 10.5 | $ 4.9 | $ 26 | $ 9 |
Aggregate Expenses Incurred Ass
Aggregate Expenses Incurred Associated with Facility Closure (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 20.7 | $ 5.9 | $ 39.5 | $ 12.9 |
TreeHouse 2020 Restructuring Plan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 14.7 | 14.7 | ||
Cumulative costs to date | 14.7 | 14.7 | ||
Total expected costs | 44.5 | 44.5 | ||
TreeHouse 2020 Restructuring Plan | Asset Related Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 8 | 8 | ||
Cumulative costs to date | 8 | 8 | ||
Total expected costs | 14.8 | 14.8 | ||
TreeHouse 2020 Restructuring Plan | Employee Related Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 4.3 | 4.3 | ||
Cumulative costs to date | 4.3 | 4.3 | ||
Total expected costs | 7 | 7 | ||
TreeHouse 2020 Restructuring Plan | Other Restructuring Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 2.4 | 2.4 | ||
Cumulative costs to date | 2.4 | 2.4 | ||
Total expected costs | 22.7 | 22.7 | ||
Restructuring Plans Other Than TreeHouse 2020 | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 2.9 | 5.9 | 19.4 | 10.4 |
Cumulative costs to date | 41.4 | 41.4 | ||
Total expected costs | 47.3 | 47.3 | ||
Restructuring Plans Other Than TreeHouse 2020 | Asset Related Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 0.8 | 1 | 4.3 | 2.5 |
Cumulative costs to date | 14.5 | 14.5 | ||
Total expected costs | 16.6 | 16.6 | ||
Restructuring Plans Other Than TreeHouse 2020 | Employee Related Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 0.2 | 2.2 | 2.9 | 4.1 |
Cumulative costs to date | 10.2 | 10.2 | ||
Total expected costs | 11.9 | 11.9 | ||
Restructuring Plans Other Than TreeHouse 2020 | Other Restructuring Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 1.9 | $ 2.7 | 12.2 | $ 3.8 |
Cumulative costs to date | 16.7 | 16.7 | ||
Total expected costs | $ 18.8 | $ 18.8 |
Schedule of Facility Closures (
Schedule of Facility Closures (Detail) - Restructuring Plans Other Than TreeHouse 2020 $ in Millions | 9 Months Ended | |
Sep. 30, 2017USD ($) | ||
Restructuring Cost and Reserve [Line Items] | ||
Total Costs to Close | $ 47.3 | |
City Of Industry California Facility Closure | ||
Restructuring Cost and Reserve [Line Items] | ||
Facility Location | City of Industry, California | |
Date of Closure Announcement | Nov. 18, 2015 | |
End of Production | First quarter of 2016 | |
Full Facility Closure | Third quarter of 2016 | |
Primary Products Produced | Liquid non-dairy creamer and refrigerated salad dressings | |
Primary Segment(s) Affected | Beverages, Condiments | |
Total Costs to Close | $ 6.9 | |
Total Cash Costs (Proceeds) to Close | $ 3.8 | |
Ayer Massachusetts Facility Closure | ||
Restructuring Cost and Reserve [Line Items] | ||
Facility Location | Ayer, Massachusetts | |
Date of Closure Announcement | Apr. 5, 2016 | |
End of Production | First quarter of 2017 | |
Full Facility Closure | Third quarter of 2017 | |
Primary Products Produced | Spoonable dressings | |
Primary Segment(s) Affected | Condiments | |
Total Costs to Close | $ 5.9 | |
Total Cash Costs (Proceeds) to Close | $ 4.1 | |
Azusa California Facility Closure | ||
Restructuring Cost and Reserve [Line Items] | ||
Facility Location | Azusa, California | |
Date of Closure Announcement | May 24, 2016 | |
End of Production | First quarter of 2017 | |
Full Facility Closure | Third quarter of 2017 | |
Primary Products Produced | Bars and snack products | |
Primary Segment(s) Affected | Snacks | |
Total Costs to Close | $ 19.5 | |
Total Cash Costs (Proceeds) to Close | $ 16.1 | |
Ripon Wisconsin Facility Closure | ||
Restructuring Cost and Reserve [Line Items] | ||
Facility Location | Ripon, Wisconsin | |
Date of Closure Announcement | May 24, 2016 | |
End of Production | Fourth quarter of 2016 | |
Full Facility Closure | Fourth quarter of 2016 | |
Primary Products Produced | Sugar wafer cookies | |
Primary Segment(s) Affected | Baked Goods | |
Total Costs to Close | $ 0.9 | |
Total Cash Costs (Proceeds) to Close | $ 1.2 | |
Delta British Columbia Facility Closure | ||
Restructuring Cost and Reserve [Line Items] | ||
Facility Location | Delta, British Columbia | |
Date of Closure Announcement | Nov. 3, 2016 | |
End of Production | Fourth quarter of 2017 | |
Full Facility Closure | First quarter of 2018 | |
Primary Products Produced | Frozen griddle products | |
Primary Segment(s) Affected | Baked Goods | |
Total Costs to Close | $ 3.7 | |
Total Cash Costs (Proceeds) to Close | $ 2.7 | |
Battle Creek Michigan Facility Downsizing | ||
Restructuring Cost and Reserve [Line Items] | ||
Facility Location | Battle Creek, Michigan | |
Date of Closure Announcement | Nov. 3, 2016 | |
End of Production | - | [1] |
Full Facility Closure | - | [1] |
Primary Products Produced | Ready-to-eat cereal | |
Primary Segment(s) Affected | Meals | |
Total Costs to Close | $ 10.4 | |
Total Cash Costs (Proceeds) to Close | $ 2.8 | |
[1] | The downsizing of this facility began in January 2017 and is expected to last approximately 15 months. |
Schedule of Facility Closures48
Schedule of Facility Closures (Parenthetical) (Detail) - Battle Creek Michigan Facility Downsizing | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring Cost and Reserve [Line Items] | |
Initiation month year | 2017-01 |
Restructuring period | 15 months |
Reconciliation of Liabilities (
Reconciliation of Liabilities (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Expense | $ 20.7 | $ 5.9 | $ 39.5 | $ 12.9 |
Restructuring Plans Other Than TreeHouse 2020 | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expense | 2.9 | 5.9 | 19.4 | 10.4 |
Restructuring Plans Other Than TreeHouse 2020 | Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Balance as of December 31, 2016 | 3.5 | |||
Payments | (4.2) | |||
Adjustments | (0.3) | |||
Balance as of September 30, 2017 | 5.6 | 5.6 | ||
Restructuring Plans Other Than TreeHouse 2020 | Employee Severance | Member Units | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expense | 6.6 | |||
Restructuring Plans Other Than TreeHouse 2020 | Multi-employer Pension Plan Withdrawal | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Balance as of December 31, 2016 | 0.8 | |||
Balance as of September 30, 2017 | 0.8 | 0.8 | ||
Restructuring Plans Other Than TreeHouse 2020 | Other Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expense | 1.9 | 2.7 | 12.2 | 3.8 |
Payments | (0.5) | |||
Balance as of September 30, 2017 | 1.9 | 1.9 | ||
Restructuring Plans Other Than TreeHouse 2020 | Other Costs | Member Units | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expense | 2.4 | |||
Restructuring Plans Other Than TreeHouse 2020 | Employee Related Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Balance as of December 31, 2016 | 4.3 | |||
Expense | 0.2 | $ 2.2 | 2.9 | $ 4.1 |
Payments | (4.7) | |||
Adjustments | (0.3) | |||
Balance as of September 30, 2017 | $ 8.3 | 8.3 | ||
Restructuring Plans Other Than TreeHouse 2020 | Employee Related Costs | Member Units | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expense | $ 9 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | Feb. 01, 2016 | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||||||
Business acquisition, cost of acquired entity, purchase price, net of cash | $ 2,644,400,000 | |||||||
Cost of sales | $ 1,288,700,000 | $ 1,301,300,000 | $ 3,783,800,000 | $ 3,622,500,000 | ||||
Goodwill | 2,459,200,000 | 2,459,200,000 | $ 2,447,200,000 | |||||
Purchase price adjustments | 3,000,000 | |||||||
Baked Goods | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | 555,600,000 | 555,600,000 | 554,200,000 | |||||
Purchase price adjustments | 1,400,000 | |||||||
Condiments | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | 438,500,000 | 438,500,000 | 433,100,000 | |||||
Purchase price adjustments | 200,000 | |||||||
Meals | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | 471,700,000 | 471,700,000 | 470,600,000 | |||||
Purchase price adjustments | 1,100,000 | |||||||
Snacks | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 276,400,000 | 276,400,000 | $ 276,100,000 | |||||
Purchase price adjustments | 300,000 | |||||||
Private brands business of ConAgra Foods | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, cost of acquired entity, purchase price, net of cash | $ 2,644,400,000 | |||||||
Net sales | $ 2,074,600,000 | |||||||
Income before income taxes | 55,600,000 | |||||||
Integration costs | $ 7,500,000 | |||||||
Indemnification assets | 13,800,000 | |||||||
Goodwill | 1,141,200,000 | |||||||
Business acquisition related costs | 35,200,000 | $ 0 | ||||||
Purchase price adjustments | $ 3,000,000 | |||||||
Private brands business of ConAgra Foods | Fair Value Adjustment to Inventory | ||||||||
Business Acquisition [Line Items] | ||||||||
Cost of sales | 8,400,000 | |||||||
Private brands business of ConAgra Foods | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | 510,900,000 | |||||||
Private brands business of ConAgra Foods | Trade names | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | $ 33,000,000 | |||||||
Finite-lived intangible assets, useful life | 10 years | |||||||
Private brands business of ConAgra Foods | Formulas/recipes | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | $ 23,200,000 | |||||||
Finite-lived intangible assets, useful life | 5 years | |||||||
Private brands business of ConAgra Foods | Computer software | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | $ 19,600,000 | |||||||
Private brands business of ConAgra Foods | Computer software | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets, useful life | 1 year | |||||||
Private brands business of ConAgra Foods | Computer software | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible assets, useful life | 5 years | |||||||
Private brands business of ConAgra Foods | Retail Grocery Customers | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | $ 496,100,000 | |||||||
Finite-lived intangible assets, useful life | 13 years | |||||||
Private brands business of ConAgra Foods | Food Away From Home Customers | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible asset | $ 14,800,000 | |||||||
Finite-lived intangible assets, useful life | 10 years | |||||||
Private brands business of ConAgra Foods | Baked Goods | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 555,000,000 | |||||||
Private brands business of ConAgra Foods | Condiments | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | 73,300,000 | |||||||
Private brands business of ConAgra Foods | Meals | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | 413,800,000 | |||||||
Private brands business of ConAgra Foods | Snacks | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 97,900,000 |
Purchase Price Allocation to Ne
Purchase Price Allocation to Net Tangible and Intangible Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 | Feb. 01, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,459.2 | $ 2,447.2 | |
Private brands business of ConAgra Foods | |||
Business Acquisition [Line Items] | |||
Cash | $ 43.3 | ||
Receivables | 162.7 | ||
Inventory | 443.7 | ||
Property, plant, and equipment | 809.6 | ||
Other assets | 50.2 | ||
Goodwill | 1,141.2 | ||
Assets acquired | 3,237.4 | ||
Deferred taxes | (152.8) | ||
Assumed current liabilities | (246.6) | ||
Assumed long-term liabilities | (150.3) | ||
Total purchase price | 2,687.7 | ||
Private brands business of ConAgra Foods | Customer relationships | |||
Business Acquisition [Line Items] | |||
Intangible asset | 510.9 | ||
Private brands business of ConAgra Foods | Trade names | |||
Business Acquisition [Line Items] | |||
Intangible asset | 33 | ||
Private brands business of ConAgra Foods | Computer software | |||
Business Acquisition [Line Items] | |||
Intangible asset | 19.6 | ||
Private brands business of ConAgra Foods | Formulas/recipes | |||
Business Acquisition [Line Items] | |||
Intangible asset | $ 23.2 |
Business Acquisition Pro Forma
Business Acquisition Pro Forma Information (Detail) - Private brands business of ConAgra Foods $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($)$ / shares | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Pro forma net sales | $ | $ 4,722.4 |
Pro forma net income | $ | $ 74.9 |
Pro forma basic earnings per common share | $ / shares | $ 1.32 |
Pro forma diluted earnings per common share | $ / shares | $ 1.30 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 544.2 | $ 429.4 |
Finished goods | 618.5 | 571.9 |
LIFO reserve | (25.2) | (23.3) |
Total inventories | $ 1,137.5 | $ 978 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
LIFO inventory | $ 95.1 | $ 105.9 |
Inventory accounted for under the weighted average cost method | $ 197.8 | $ 116.2 |
Property, Plant, and Equipmen55
Property, Plant, and Equipment (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Abstract] | ||
Land | $ 70.3 | $ 71.2 |
Buildings and improvements | 454.3 | 465.3 |
Machinery and equipment | 1,278.4 | 1,324.5 |
Construction in progress | 74 | 85 |
Total | 1,877 | 1,946 |
Less accumulated depreciation | (587.2) | (586.7) |
Property, plant, and equipment, net | $ 1,289.8 | $ 1,359.3 |
Property, Plant, and Equipmen56
Property, Plant, and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 45.7 | $ 46.7 | $ 127.4 | $ 127.2 |
Goodwill and Intangible Asset57
Goodwill and Intangible Assets - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017USD ($) | Mar. 31, 2017Segment | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||||
Number of operating segments | Segment | 5 | |||||
Total intangible assets, excluding goodwill | $ 1,068.3 | $ 1,068.3 | $ 1,137.6 | |||
Amortization expense on intangible assets | $ 28.5 | $ 28.6 | $ 85.8 | $ 80.9 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill [Line Items] | |
Beginning Balance | $ 2,447.2 |
Purchase price adjustments | 3 |
Foreign currency exchange adjustments | 9 |
Ending Balance | 2,459.2 |
Baked Goods | |
Goodwill [Line Items] | |
Beginning Balance | 554.2 |
Purchase price adjustments | 1.4 |
Ending Balance | 555.6 |
Beverages | |
Goodwill [Line Items] | |
Beginning Balance | 713.2 |
Foreign currency exchange adjustments | 3.8 |
Ending Balance | 717 |
Condiments | |
Goodwill [Line Items] | |
Beginning Balance | 433.1 |
Purchase price adjustments | 0.2 |
Foreign currency exchange adjustments | 5.2 |
Ending Balance | 438.5 |
Meals | |
Goodwill [Line Items] | |
Beginning Balance | 470.6 |
Purchase price adjustments | 1.1 |
Ending Balance | 471.7 |
Snacks | |
Goodwill [Line Items] | |
Beginning Balance | 276.1 |
Purchase price adjustments | 0.3 |
Ending Balance | $ 276.4 |
Carrying Amounts of Intangible
Carrying Amounts of Intangible Assets with Indefinite Lives Other Than Goodwill (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite lived intangibles | $ 22.8 | $ 21.6 |
Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite lived intangibles | $ 22.8 | $ 21.6 |
Gross Carrying Amounts and Accu
Gross Carrying Amounts and Accumulated Amortization of Intangible Assets, with Finite Lives (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,503.6 | $ 1,506.3 |
Accumulated Amortization | (458.1) | (390.3) |
Net Carrying Amount | 1,045.5 | 1,116 |
Customer-related Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,266.6 | 1,284.3 |
Accumulated Amortization | (341.2) | (293.3) |
Net Carrying Amount | 925.4 | 991 |
Contractual agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2.8 | 3 |
Accumulated Amortization | (2.8) | (2.9) |
Net Carrying Amount | 0.1 | |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 69.6 | 69.6 |
Accumulated Amortization | (27.4) | (23.6) |
Net Carrying Amount | 42.2 | 46 |
Formulas/recipes | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 33.8 | 33.7 |
Accumulated Amortization | (16.9) | (12.8) |
Net Carrying Amount | 16.9 | 20.9 |
Computer software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 130.8 | 115.7 |
Accumulated Amortization | (69.8) | (57.7) |
Net Carrying Amount | $ 61 | $ 58 |
Estimated Amortization Expense
Estimated Amortization Expense on Intangible Assets (Detail) $ in Millions | Dec. 31, 2016USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2,017 | $ 114.7 |
2,018 | 108.4 |
2,019 | 105.9 |
2,020 | 103.6 |
2,021 | $ 94.1 |
Accounts Payable and Accrued 62
Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Accounts payable | $ 652.5 | $ 458.1 |
Payroll and benefits | 58.2 | 78.5 |
Interest | 7.4 | 24.1 |
Taxes | 10.8 | 31 |
Health insurance, workers’ compensation, and other insurance costs | 27.4 | 17.2 |
Marketing expenses | 9.5 | 12.4 |
Other accrued liabilities | 8 | 5.5 |
Total | $ 773.8 | $ 626.8 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 4.30% | 28.90% | (65.20%) | 24.00% |
Effective income tax rate discrete benefit attributable to vesting and exercise of share based awards | 17.70% | |||
Decrease in total amount of unrecognized tax benefits within the next 12 months | $ 9.2 | $ 9.2 | ||
Decrease in unrecognized tax benefits is reasonably possible | $ 1.5 | $ 1.5 |
Long-Term Debt (Detail)
Long-Term Debt (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Other debt | $ 3 | $ 5.7 |
Total outstanding debt | 2,721 | 2,824.5 |
Deferred financing costs | (28.5) | (33.3) |
Less current portion | (72.1) | (66.4) |
Total long-term debt | 2,620.4 | 2,724.8 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | 120 | 170 |
Term Loan A | ||
Debt Instrument [Line Items] | ||
Term Loan | 276.7 | 288 |
Term Loan A-1 | ||
Debt Instrument [Line Items] | ||
Term Loan | 172.5 | 180 |
Term Loan A 2 | ||
Debt Instrument [Line Items] | ||
Term Loan | 973.8 | 1,005.8 |
2022 Notes | ||
Debt Instrument [Line Items] | ||
Senior notes | 400 | 400 |
2024 Notes | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 775 | $ 775 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | Feb. 01, 2016 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2016 |
Debt Instrument [Line Items] | |||||
Average interest rate on debt outstanding | 3.106% | ||||
Credit agreement interest rate including effect of interest rate swaps | 2.99% | ||||
Interest rate swap | |||||
Debt Instrument [Line Items] | |||||
Weighted average fixed interest rate | 0.86% | 0.86% | 0.86% | 0.86% | |
Derivative notional amount | $ 500,000,000 | $ 500,000,000 | $ 500,000,000 | $ 500,000,000 | |
Term Loan A 2 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, leverage ratio | 350.00% | ||||
Term loan maturity date | Feb. 1, 2021 |
Long-Term Debt - Revolving Cred
Long-Term Debt - Revolving Credit Facility - Additional Information (Detail) - Revolving Credit Facility - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Feb. 01, 2016 | |
Debt Instrument [Line Items] | ||
Revolving credit facility available | $ 729,500,000 | |
Revolving credit facility - maximum borrowing capacity | $ 900,000,000 | |
Letters of credit facility issued but undrawn | $ 50,500,000 | |
Revolving credit availability reduced by undrawn letters of credit | In addition, as of September 30, 2017, there were $50.5 million in letters of credit under the Revolving Credit Facility that were issued but undrawn, which have been included as a reduction to the calculation of available credit. |
Summary of Effect of Share-Base
Summary of Effect of Share-Based Compensation Awards on Weighted Average Number of Shares Outstanding Used in Calculating Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Earnings Per Share [Abstract] | |||||
Net income | $ 28.8 | $ 37.4 | $ 22.8 | $ 53.2 | |
Weighted average common shares outstanding | 57.3 | 56.8 | 57.1 | 55.4 | |
Assumed exercise/vesting of equity awards | [1] | 0.4 | 0.8 | 0.6 | 0.8 |
Weighted average diluted common shares outstanding | 57.7 | 57.6 | 57.7 | 56.2 | |
Net earnings per basic share | $ 0.50 | $ 0.66 | $ 0.40 | $ 0.96 | |
Net earnings per diluted share | $ 0.50 | $ 0.65 | $ 0.40 | $ 0.95 | |
[1] | Incremental shares from equity awards are computed using the treasury stock method. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 1.7 million and 1.4 million for the three and nine months ended September 30, 2017, respectively, and 0.4 million and 0.7 million for the three and nine months ended September 30, 2016, respectively. |
Summary of Effect of Share-Ba68
Summary of Effect of Share-Based Compensation Awards on Weighted Average Number of Shares Outstanding Used in Calculating Diluted Earnings Per Share (Parenthetical) (Detail) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Equity awards, excluded from computation of diluted earnings | 1.7 | 0.4 | 1.4 | 0.7 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jun. 27, 2017 | Feb. 14, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 6.6 | $ 8.5 | $ 25.2 | $ 22.8 | ||
Tax benefit recognized related to the compensation cost of share-based awards | 2.4 | 3.1 | 9.3 | 8.3 | ||
Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation costs, unrecognized | $ 16.3 | $ 16.3 | ||||
Compensation costs, recognition weighted average remaining period (in years) | 2 years 1 month 7 days | |||||
Weighted average expected volatility | 26.71% | |||||
Expected term | 6 years | |||||
Weighted average risk-free interest rate | 2.07% | |||||
Weighted average grant date fair | $ 24.41 | |||||
Director Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of restricted stock units, earned and deferred | 100,000 | 100,000 | ||||
Stock units, vested | 4,000 | |||||
Employee Restricted Stock Units and Director Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 5.5 | 4.9 | $ 17.3 | 12.9 | ||
Compensation costs, unrecognized | 33.9 | $ 33.9 | ||||
Compensation costs, recognition weighted average remaining period (in years) | 2 years | |||||
Performance Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | (1.2) | $ 1.6 | $ 1.1 | $ 4.4 | ||
Compensation costs, unrecognized | $ 6.2 | $ 6.2 | ||||
Compensation costs, recognition weighted average remaining period (in years) | 2 years 2 months 13 days | |||||
Share based compensation arrangement, award vesting period | 3 years | |||||
Performance units converted into shares of common stock | 72,335 | |||||
Stock units, vested | 81,556 | 72,000 | ||||
Conversion ratio of awards vesting | 113.00% | |||||
Performance Units | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Predefined percentage for calculation of performance unit awards | 0.00% | |||||
Performance Units | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Predefined percentage for calculation of performance unit awards | 200.00% | |||||
TreeHouse Foods, Inc. Equity and Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity and Incentive Plan, additional shares available for issuance | 3,800,000 | |||||
Maximum number of shares available to be awarded | 16,100,000 | 16,100,000 | ||||
Shares available | 4,900,000 | 4,900,000 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Beginning Balance | 2,069 | |
Options, Granted | 481 | |
Options, Forfeited | (87) | |
Options, Exercised | (257) | |
Options, Expired | (2) | |
Options Outstanding, Ending Balance | 2,204 | 2,069 |
Options, Vested/expected to vest, at September 30, 2017 | 2,140 | |
Options, Exercisable, at September 30, 2017 | 1,404 | |
Director Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Beginning Balance | 20 | |
Options, Exercised | (16) | |
Options Outstanding, Ending Balance | 4 | 20 |
Options, Vested/expected to vest, at September 30, 2017 | 4 | |
Options, Exercisable, at September 30, 2017 | 4 | |
Employee And Director Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 64.77 | |
Weighted Average Exercise Price, Granted | 84.16 | |
Weighted Average Exercise Price, Forfeited | 87.85 | |
Weighted Average Exercise Price, Exercised | 40.83 | |
Weighted Average Exercise Price, Expired | 87.83 | |
Weighted Average Exercise Price, Outstanding, Ending Balance | 71.03 | $ 64.77 |
Weighted Average Exercise Price, Vested/expected to vest, at September 30, 2017 | 70.57 | |
Weighted Average Exercise Price, Exercisable, at September 30, 2017 | $ 61.99 | |
Weighted Average Remaining Contractual Term, Outstanding | 6 years 3 months 19 days | 5 years 9 months 18 days |
Weighted Average Remaining Contractual Term, Vested/expected to vest | 6 years 2 months 12 days | |
Weighted Average Remaining Contractual Term, Exercisable | 4 years 8 months 12 days | |
Aggregate Intrinsic Value, Outstanding | $ 16.3 | $ 28.9 |
Aggregate Intrinsic Value, Vested/expected to vest, at September 30, 2017 | 16.3 | |
Aggregate Intrinsic Value, Exercisable, at September 30, 2017 | $ 16.3 |
Summary of Employee and Directo
Summary of Employee and Director Stock Option Highlights (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 6.6 | $ 8.5 | $ 25.2 | $ 22.8 |
Employee And Director Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 2.3 | 2 | 6.8 | 5.5 |
Intrinsic value of stock options exercised | 0.9 | 0.1 | 11 | 6.1 |
Tax benefit recognized from stock option exercises | $ 0.4 | $ 0.1 | $ 4.2 | $ 2.2 |
Summary of Restricted Stock and
Summary of Restricted Stock and Restricted Stock Unit Activity (Detail) shares in Thousands | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Employee Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Units, Outstanding, Beginning Balance | shares | 516 |
Stock Units, Granted | shares | 316 |
Stock Units, Vested | shares | (169) |
Stock Units, Forfeited | shares | (61) |
Stock Units, Outstanding, Ending Balance | shares | 602 |
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance | $ / shares | $ 87.03 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 82.60 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 85.02 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 87.60 |
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance | $ / shares | $ 85.19 |
Director Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Units, Outstanding, Beginning Balance | shares | 104 |
Stock Units, Granted | shares | 17 |
Stock Units, Vested | shares | (4) |
Stock Units, Outstanding, Ending Balance | shares | 117 |
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance | $ / shares | $ 57.78 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 84.66 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 100.30 |
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance | $ / shares | $ 60.21 |
Summary of Employee and Direc73
Summary of Employee and Director Restricted Stock and Restricted Stock Highlights (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 6.6 | $ 8.5 | $ 25.2 | $ 22.8 |
Employee Restricted Stock Units and Director Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 5.5 | 4.9 | 17.3 | 12.9 |
Fair value of vested restricted stock units | 0.7 | 2.8 | 13.7 | 15.9 |
Tax benefit recognized from vested restricted stock units | $ 0.3 | $ 1 | $ 5 | $ 5.7 |
Summary of Performance Unit Act
Summary of Performance Unit Activity (Detail) - Performance Units - $ / shares | Jun. 27, 2017 | Sep. 30, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock Units, Outstanding, Beginning Balance | 246,000 | |
Stock Units, Granted | 114,000 | |
Stock Units, Vested | (81,556) | (72,000) |
Stock Units, Forfeited | (18,000) | |
Stock Units, Outstanding, Ending Balance | 270,000 | |
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance | $ 85.16 | |
Weighted Average Grant Date Fair Value, Granted | 86.66 | |
Weighted Average Grant Date Fair Value, Vested | 79.89 | |
Weighted Average Grant Date Fair Value, Forfeited | 87.02 | |
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance | $ 86.23 |
Summary of Performance Unit Hig
Summary of Performance Unit Highlights (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 6.6 | $ 8.5 | $ 25.2 | $ 22.8 |
Performance Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | (1.2) | 1.6 | 1.1 | 4.4 |
Fair value of vested performance units | 0 | (1.8) | 6.5 | 9.6 |
Tax benefit recognized from performance units vested | $ 0 | $ 0 | $ 2.5 | $ 4.1 |
Components of Accumulated Other
Components of Accumulated Other Comprehensive Loss Net of Tax Except for Foreign Currency Translation Adjustment (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Beginning Balance | $ 2,503.3 | ||||||
Other comprehensive income (loss) | $ 18.1 | $ (7) | 41.7 | $ 22.4 | |||
Ending Balance | 2,597.3 | 2,597.3 | |||||
Foreign Currency Translation | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Beginning Balance | [1] | (89.4) | (100.5) | ||||
Other comprehensive income | [1] | 34.5 | 21.6 | ||||
Other comprehensive income (loss) | [1] | 34.5 | 21.6 | ||||
Ending Balance | [1] | (54.9) | (78.9) | (54.9) | (78.9) | ||
Unrecognized Pension and Postretirement Benefits | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Beginning Balance | [2] | (11.9) | (13) | ||||
Reclassifications from accumulated other comprehensive loss | 0.1 | 0.3 | 7.2 | [2] | 0.8 | [2] | |
Other comprehensive income (loss) | [2] | 7.2 | 0.8 | ||||
Ending Balance | [2] | (4.7) | (12.2) | (4.7) | (12.2) | ||
Accumulated Other Comprehensive Loss | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Beginning Balance | (101.3) | (113.5) | |||||
Other comprehensive income | 34.5 | 21.6 | |||||
Reclassifications from accumulated other comprehensive loss | 7.2 | 0.8 | |||||
Other comprehensive income (loss) | 41.7 | 22.4 | |||||
Ending Balance | $ (59.6) | $ (91.1) | $ (59.6) | $ (91.1) | |||
[1] | The foreign currency translation adjustment is not net of tax, as the Company’s investments in its foreign subsidiaries are considered to be permanent. | ||||||
[2] | The unrecognized pension and postretirement benefits reclassification is presented net of tax of $4.4 million and $0.5 million for the nine months ended September 30, 2017 and 2016, respectively. |
Components of Accumulated Oth77
Components of Accumulated Other Comprehensive Loss Net of Tax Except for Foreign Currency Translation Adjustment (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Equity [Abstract] | ||||
Pension and postretirement reclassification adjustment, tax | $ 0.1 | $ 0.2 | $ 4.4 | $ 0.5 |
Reclassifications from Accumula
Reclassifications from Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||||
Prior service costs | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||
Reclassifications from accumulated other comprehensive loss, before tax | [1] | $ 0.1 | $ 0.2 | ||||
Unrecognized net loss | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||
Reclassifications from accumulated other comprehensive loss, before tax | [1] | $ 0.1 | $ 0.4 | 0.7 | 1.1 | ||
Actuarial Adjustment | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||
Reclassifications from accumulated other comprehensive loss, before tax | [2] | 2.1 | |||||
Divestiture | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||
Reclassifications from accumulated other comprehensive loss, before tax | 8.7 | ||||||
Unrecognized Pension and Postretirement Benefits | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||
Reclassifications from accumulated other comprehensive loss, before tax | 0.1 | 0.4 | 11.6 | 1.3 | |||
Income taxes | 0.1 | 4.4 | 0.5 | ||||
Reclassifications from accumulated other comprehensive loss, Net of tax | $ 0.1 | $ 0.3 | $ 7.2 | [3] | $ 0.8 | [3] | |
[1] | These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost, and are recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Operations. | ||||||
[2] | Represents the actuarial adjustment that was recorded in conjunction with the divestiture of a pension plan and a postretirement benefit plan in the second quarter of 2017. | ||||||
[3] | The unrecognized pension and postretirement benefits reclassification is presented net of tax of $4.4 million and $0.5 million for the nine months ended September 30, 2017 and 2016, respectively. |
Employee Retirement and Postr79
Employee Retirement and Postretirement Benefits - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Other operating expense, net | $ (11.1) | $ (5.3) | $ (111.9) | $ (10.3) |
Pension Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expected contribution for benefit plans in the remaining current fiscal year | 0 | 0 | ||
Postretirement Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expected contribution for benefit plans in the remaining current fiscal year | $ 1.6 | 1.6 | ||
Net Unfunded Liability | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Other operating expense, net | $ 10.5 |
Summary of Net Periodic Cost of
Summary of Net Periodic Cost of Pension and Postretirement Benefit Plans (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Pension Benefits | ||||
Components of net periodic costs: | ||||
Service cost | $ 0.8 | $ 1.3 | $ 2.9 | $ 3.6 |
Interest cost | 3.6 | 4.1 | 11.4 | 11.2 |
Expected return on plan assets | (4.2) | (4.5) | (13.3) | (12.2) |
Amortization of unrecognized prior service cost | 0.1 | 0.2 | ||
Amortization of unrecognized net loss | 0.1 | 0.4 | 0.7 | 1.1 |
Net periodic pension cost | 0.3 | 1.3 | 1.8 | 3.9 |
Postretirement Benefits | ||||
Components of net periodic costs: | ||||
Interest cost | 0.3 | 0.3 | 0.9 | 0.9 |
Net periodic pension cost | $ 0.3 | $ 0.3 | $ 0.9 | $ 0.9 |
Other Operating Expense, Net (D
Other Operating Expense, Net (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Other Income And Expenses [Abstract] | ||||
Restructuring | $ 10.5 | $ 4.9 | $ 26 | $ 9 |
Loss on divestiture | 0.4 | 85.6 | ||
Other | 0.2 | 0.4 | 0.3 | 1.3 |
Total other operating expense, net | $ 11.1 | $ 5.3 | $ 111.9 | $ 10.3 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) | 1 Months Ended | 9 Months Ended | |
Jun. 30, 2016USD ($) | Sep. 30, 2017USD ($)MWgalDTHbsh | Sep. 30, 2016USD ($) | |
Interest rate swap | |||
Derivative [Line Items] | |||
Derivative notional amount | $ | $ 500,000,000 | $ 500,000,000 | $ 500,000,000 |
Weighted average fixed interest rate | 0.86% | 0.86% | 0.86% |
Derivative contract, term | 37 months | ||
Derivative contract, date entered | Jan. 31, 2017 | ||
Derivative contract, date matures | Feb. 28, 2020 | ||
Foreign Currency Contract | |||
Derivative [Line Items] | |||
Derivative notional amount | $ | $ 46,500,000 | ||
Derivative, expiration period | Throughout 2,018 | ||
Electricity Contract | |||
Derivative [Line Items] | |||
Derivative, expiration period | Throughout 2017 and 2018 | ||
Notional amount outstanding | MW | 66,473 | ||
Diesel Contract | |||
Derivative [Line Items] | |||
Derivative, expiration period | Throughout 2017 and early 2018 | ||
Notional amount outstanding | gal | 8,800,000 | ||
Natural Gas Contract | |||
Derivative [Line Items] | |||
Derivative, expiration period | Throughout 2017 and 2018 | ||
Notional amount outstanding | DTH | 1,900,000 | ||
Wheat Contract | |||
Derivative [Line Items] | |||
Derivative, expiration period | Throughout 2017 and early 2018 | ||
Notional amount outstanding | bsh | 100,000 | ||
Corn Contract | |||
Derivative [Line Items] | |||
Derivative, expiration period | Throughout 2017 and early 2018 | ||
Notional amount outstanding | bsh | 900,000 |
Derivative, Fair Value, and Loc
Derivative, Fair Value, and Location on Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Derivatives, Fair Value [Line Items] | ||
Asset derivative, fair value | $ 12.7 | $ 12.1 |
Liability derivative, fair value | 1.6 | 0.5 |
Foreign Currency Contract | Accounts payable and accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivative, fair value | 1.2 | |
Foreign Currency Contract | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivative, fair value | 0.6 | 0.7 |
Commodity contracts | Accounts payable and accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivative, fair value | 0.4 | 0.5 |
Commodity contracts | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivative, fair value | 2.5 | 1 |
Interest rate swap | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivative, fair value | $ 9.6 | $ 10.4 |
Gains and Losses on Derivative
Gains and Losses on Derivative Contracts (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized gain (loss), commodity and derivative | $ 1.8 | $ 6.8 | $ (0.6) | $ 3.9 |
Realized gain (loss) | (1) | (1.2) | 0.1 | (4.2) |
Total gain (loss) | 0.8 | 5.6 | (0.5) | (0.3) |
Commodity contracts | Other expense (income), net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized gain (loss), commodity | 2.6 | 2.3 | 1.5 | 3.3 |
Commodity contracts | Selling and distribution | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Realized gain (loss) | (0.2) | 0.1 | (0.4) | (0.9) |
Foreign Currency Contract | Other expense (income), net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized gain (loss), derivative | (0.5) | 2.1 | (1.3) | (0.2) |
Foreign Currency Contract | Cost of Sales | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Realized gain (loss) | (1.3) | (1.3) | (0.1) | (3.3) |
Interest rate swap | Other expense (income), net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized gain (loss), derivative | (0.3) | $ 2.4 | (0.8) | $ 0.8 |
Interest rate swap | Interest expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Realized gain (loss) | $ 0.5 | $ 0.6 |
Carrying Value and Fair Value o
Carrying Value and Fair Value of Financial Instruments (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Carrying Value | Fair Value, Inputs, Level 2 | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Revolving Credit Facility | $ (120) | $ (170) |
Carrying Value | Fair Value, Inputs, Level 2 | Term Loan A | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (276.7) | (288) |
Carrying Value | Fair Value, Inputs, Level 2 | Term Loan A-1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (172.5) | (180) |
Carrying Value | Fair Value, Inputs, Level 2 | Term Loan A 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (973.8) | (1,005.8) |
Carrying Value | Fair Value, Inputs, Level 2 | 2022 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes | (400) | (400) |
Carrying Value | Fair Value, Inputs, Level 2 | 2024 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes | (775) | (775) |
Carrying Value | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 13.2 | 10.4 |
Carrying Value | Fair Value, Measurements, Recurring | Commodity contracts | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets (liability) | 2.1 | 0.5 |
Carrying Value | Fair Value, Measurements, Recurring | Foreign Currency Contract | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets (liability) | (0.6) | 0.7 |
Carrying Value | Fair Value, Measurements, Recurring | Interest rate swap | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets (liability) | 9.6 | 10.4 |
Fair Value | Fair Value, Inputs, Level 2 | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Revolving Credit Facility | (118.8) | (167.1) |
Fair Value | Fair Value, Inputs, Level 2 | Term Loan A | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (277.2) | (288.1) |
Fair Value | Fair Value, Inputs, Level 2 | Term Loan A-1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (172.8) | (180.3) |
Fair Value | Fair Value, Inputs, Level 2 | Term Loan A 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (975.4) | (1,007.4) |
Fair Value | Fair Value, Inputs, Level 2 | 2022 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes | (411) | (410) |
Fair Value | Fair Value, Inputs, Level 2 | 2024 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes | (829.3) | (809.9) |
Fair Value | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 13.2 | 10.4 |
Fair Value | Fair Value, Measurements, Recurring | Commodity contracts | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets (liability) | 2.1 | 0.5 |
Fair Value | Fair Value, Measurements, Recurring | Foreign Currency Contract | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets (liability) | (0.6) | 0.7 |
Fair Value | Fair Value, Measurements, Recurring | Interest rate swap | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets (liability) | $ 9.6 | $ 10.4 |
Financial Information Relating
Financial Information Relating to Reportable Segments (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Segment Reporting Information [Line Items] | |||||
Net sales | $ 1,548.8 | $ 1,586.9 | $ 4,607.2 | $ 4,398.5 | |
Direct operating income | 166.9 | 187.2 | 518.5 | 524.2 | |
Selling, general, and administrative expenses | (162.7) | (174.1) | (524.3) | (536.6) | |
Cost of sales | (1,288.7) | (1,301.3) | (3,783.8) | (3,622.5) | |
Operating income | 57.8 | 77.6 | 101.4 | 148.2 | |
Other expense | (27.7) | (25) | (87.6) | (78.2) | |
Income before income taxes | 30.1 | 52.6 | 13.8 | 70 | |
Baked Goods | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 351.2 | 329.4 | 1,016.6 | 871.8 | |
Direct operating income | 46.9 | 33.8 | 121.3 | 97.4 | |
Beverages | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 244.9 | 234.9 | 759.1 | 672.7 | |
Direct operating income | 51.7 | 63.8 | 170.7 | 175.6 | |
Condiments | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 333.8 | 322.9 | 988.8 | 959 | |
Direct operating income | 34.4 | 38 | 102.2 | 115 | |
Meals | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 284.6 | 347.9 | 897 | 937.3 | |
Direct operating income | 32.1 | 33.1 | 99.9 | 88.9 | |
Snacks | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 332.6 | 351.7 | 940.2 | 967.5 | |
Direct operating income | 1.8 | 18.5 | 24.4 | 47.3 | |
Unallocated Amount to Segment | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 1.7 | 0.1 | 5.5 | (9.8) | |
Selling, general, and administrative expenses | (66) | (74.3) | (228.1) | (254.2) | |
Cost of sales | [1] | (5.2) | (1.5) | 3.2 | (20.8) |
Unallocated corporate expense and other | $ (37.9) | $ (33.8) | $ (192.2) | $ (101) | |
[1] | Includes charges related to restructuring and margin improvement activities, and other costs managed at corporate. |
Segment and Geographic Inform87
Segment and Geographic Information and Major Customers - Additional Information (Detail) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Customer Concentration Risk | Sales Revenue, Net | Walmart Stores, Inc. and affiliates | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 21.00% | 18.20% |
Customer Concentration Risk | Sales Revenue, Net | Costco | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 10.10% | |
Customer Concentration Risk | Sales Revenue, Net | Costco | Minimum | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Customer Concentration Risk | Sales Revenue, Net | Outside of the United States | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 8.70% | 8.90% |
Geographic Concentration Risk | Sales Revenue, Net | Canada | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 6.90% | 7.10% |
Geographic Concentration Risk | Property, Plant and Equipment | Outside of the United States | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 12.20% | 10.80% |
Net Sale by Major Products (Det
Net Sale by Major Products (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 1,548.8 | $ 1,586.9 | $ 4,607.2 | $ 4,398.5 |
Dressings and Sauces | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 250.4 | 241.9 | 738.6 | 711.3 |
Snacks | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 224.9 | 207 | 609.1 | 555 |
Baked Products | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 181.8 | 162.3 | 502.6 | 432.4 |
Retail Bakery | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 169.4 | 167.1 | 514 | 439.4 |
Beverages | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 168.1 | 161.9 | 518.9 | 448 |
Pasta and Dry Dinners | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 147.8 | 146.6 | 420.6 | 384 |
Cereals and Other Meals | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 136.8 | 201.3 | 476.4 | 553.3 |
Trail Mix and Bars | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 109.4 | 144.8 | 336.6 | 402.7 |
Pickles | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 83.4 | 81 | 250.2 | 247.7 |
Beverage Enhancers | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 76.8 | $ 73 | $ 240.2 | $ 224.7 |
Recent Accounting Pronounceme89
Recent Accounting Pronouncements - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Income tax benefits on recast to reflect the adoption of the ASU | $ 1.3 | $ 15.2 | $ (9) | $ 16.8 |
Net earnings per basic share | $ 0.50 | $ 0.66 | $ 0.40 | $ 0.96 |
Net earnings per diluted share | $ 0.50 | $ 0.65 | $ 0.40 | $ 0.95 |
Accounting Standards Update 2016-09 | Restatement Adjustment | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Income tax benefits on recast to reflect the adoption of the ASU | $ (0.2) | $ (3.8) | ||
Net earnings per basic share | $ 0.01 | $ 0.07 | ||
Net earnings per diluted share | $ 0.06 | |||
Excess tax benefits retrospectively reclassified from financing to operating activities | $ (3.7) | |||
Excess tax benefits retrospectively reclassified from financing to operating activities | $ 3.7 |
Condensed Supplemental Consolid
Condensed Supplemental Consolidating Balance Sheet (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||||
Cash and cash equivalents | $ 131.9 | $ 62.1 | $ 47.2 | $ 34.9 |
Investments | 13.2 | 10.4 | ||
Accounts receivable, net | 432.1 | 429 | ||
Inventories | 1,137.5 | 978 | ||
Assets held for sale | 3.6 | |||
Prepaid expenses and other current assets | 110.4 | 77.6 | ||
Total current assets | 1,825.1 | 1,560.7 | ||
Property, plant, and equipment, net | 1,289.8 | 1,359.3 | ||
Goodwill | 2,459.2 | 2,447.2 | ||
Intangible and other assets, net | 1,111.5 | 1,178.6 | ||
Total assets | 6,685.6 | 6,545.8 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 773.8 | 626.8 | ||
Current portion of long-term debt | 72.1 | 66.4 | ||
Total current liabilities | 845.9 | 693.2 | ||
Long-term debt | 2,620.4 | 2,724.8 | ||
Deferred income taxes | 421.4 | 422.2 | ||
Other long-term liabilities | 200.6 | 202.3 | ||
Stockholders’ equity | 2,597.3 | 2,503.3 | ||
Total liabilities and stockholders’ equity | 6,685.6 | 6,545.8 | ||
Eliminations | ||||
Current assets: | ||||
Investment in subsidiaries | (5,784.5) | (5,550.9) | ||
Deferred income taxes | (23.4) | (20.7) | ||
Total assets | (5,807.9) | (5,571.6) | ||
Current liabilities: | ||||
Deferred income taxes | (23.4) | (20.7) | ||
Stockholders’ equity | (5,784.5) | (5,550.9) | ||
Total liabilities and stockholders’ equity | (5,807.9) | (5,571.6) | ||
Parent Company | ||||
Current assets: | ||||
Cash and cash equivalents | 76.7 | 10.4 | ||
Prepaid expenses and other current assets | 71.7 | 23.6 | ||
Total current assets | 148.4 | 23.6 | ||
Property, plant, and equipment, net | 27.9 | 31.3 | ||
Investment in subsidiaries | 5,212.5 | 5,031.5 | ||
Intercompany accounts (payable) receivable, net | (152.7) | 199.6 | ||
Deferred income taxes | 23.4 | 20.7 | ||
Intangible and other assets, net | 59.4 | 53.9 | ||
Total assets | 5,318.9 | 5,360.6 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 25.3 | 61.3 | ||
Current portion of long-term debt | 70.8 | 63.1 | ||
Total current liabilities | 96.1 | 124.4 | ||
Long-term debt | 2,618.7 | 2,722.3 | ||
Other long-term liabilities | 6.8 | 10.6 | ||
Stockholders’ equity | 2,597.3 | 2,503.3 | ||
Total liabilities and stockholders’ equity | 5,318.9 | 5,360.6 | ||
Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 0.2 | 0.2 | 0.1 | |
Accounts receivable, net | 377.6 | 372.9 | ||
Inventories | 1,008.3 | 869.6 | ||
Assets held for sale | 3.6 | |||
Prepaid expenses and other current assets | 17.6 | 36.7 | ||
Total current assets | 1,403.7 | 1,283 | ||
Property, plant, and equipment, net | 1,104.8 | 1,181 | ||
Goodwill | 2,333.7 | 2,330.8 | ||
Investment in subsidiaries | 572 | 519.4 | ||
Intercompany accounts (payable) receivable, net | 137.4 | (196.9) | ||
Intangible and other assets, net | 945.3 | 1,018 | ||
Total assets | 6,496.9 | 6,135.3 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 675.3 | 493.1 | ||
Current portion of long-term debt | 1.2 | 3.2 | ||
Total current liabilities | 676.5 | 496.3 | ||
Long-term debt | 1.5 | 2.2 | ||
Deferred income taxes | 418.7 | 418.3 | ||
Other long-term liabilities | 187.7 | 187 | ||
Stockholders’ equity | 5,212.5 | 5,031.5 | ||
Total liabilities and stockholders’ equity | 6,496.9 | 6,135.3 | ||
Non-Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 55 | 61.9 | $ 47.2 | $ 24.4 |
Investments | 13.2 | 10.4 | ||
Accounts receivable, net | 54.5 | 56.1 | ||
Inventories | 129.2 | 108.4 | ||
Prepaid expenses and other current assets | 21.1 | 17.3 | ||
Total current assets | 273 | 254.1 | ||
Property, plant, and equipment, net | 157.1 | 147 | ||
Goodwill | 125.5 | 116.4 | ||
Intercompany accounts (payable) receivable, net | 15.3 | (2.7) | ||
Intangible and other assets, net | 106.8 | 106.7 | ||
Total assets | 677.7 | 621.5 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 73.2 | 72.4 | ||
Current portion of long-term debt | 0.1 | 0.1 | ||
Total current liabilities | 73.3 | 72.5 | ||
Long-term debt | 0.2 | 0.3 | ||
Deferred income taxes | 26.1 | 24.6 | ||
Other long-term liabilities | 6.1 | 4.7 | ||
Stockholders’ equity | 572 | 519.4 | ||
Total liabilities and stockholders’ equity | $ 677.7 | $ 621.5 |
Condensed Supplemental Consol91
Condensed Supplemental Consolidating Statement of Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | $ 1,548.8 | $ 1,586.9 | $ 4,607.2 | $ 4,398.5 |
Cost of sales | 1,288.7 | 1,301.3 | 3,783.8 | 3,622.5 |
Gross profit | 260.1 | 285.6 | 823.4 | 776 |
Selling, general, and administrative expense | 162.7 | 174.1 | 524.3 | 536.6 |
Amortization expense | 28.5 | 28.6 | 85.8 | 80.9 |
Other operating expense, net | 11.1 | 5.3 | 111.9 | 10.3 |
Operating income | 57.8 | 77.6 | 101.4 | 148.2 |
Interest expense | 31.4 | 30.8 | 92.9 | 88 |
Interest income | (0.4) | (0.1) | (3.5) | (3.5) |
Other (income) expense, net | (3.3) | (5.7) | (1.8) | (6.3) |
Income before income taxes | 30.1 | 52.6 | 13.8 | 70 |
Income taxes | 1.3 | 15.2 | (9) | 16.8 |
Net income | 28.8 | 37.4 | 22.8 | 53.2 |
Eliminations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | (85.1) | (81.9) | (244.9) | (222.4) |
Cost of sales | (85.1) | (81.9) | (244.9) | (222.4) |
Interest expense | (3.8) | (1.2) | (6.4) | (3.6) |
Interest income | 3.8 | 1.2 | 6.4 | 3.6 |
Equity in net income (loss) of subsidiaries | (69.8) | (79.5) | (157.9) | (184.6) |
Net income | (69.8) | (79.5) | (157.9) | (184.6) |
Parent Company | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Selling, general, and administrative expense | 23.9 | 23.5 | 86 | 100.1 |
Amortization expense | 3.3 | 2.3 | 9.4 | 6.8 |
Other operating expense, net | 2.4 | 2.4 | ||
Operating income | (29.6) | (25.8) | (97.8) | (106.9) |
Interest expense | 31.3 | 31 | 94.2 | 87.4 |
Interest income | (2.2) | (2.2) | ||
Other (income) expense, net | (2.4) | (0.8) | ||
Income before income taxes | (58.5) | (56.8) | (189) | (192.1) |
Income taxes | (22.4) | (22.1) | (72.6) | (73.4) |
Equity in net income (loss) of subsidiaries | 64.9 | 72.1 | 139.2 | 171.9 |
Net income | 28.8 | 37.4 | 22.8 | 53.2 |
Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 1,458 | 1,501.8 | 4,353.3 | 4,161.1 |
Cost of sales | 1,221.5 | 1,240.2 | 3,596.9 | 3,448 |
Gross profit | 236.5 | 261.6 | 756.4 | 713.1 |
Selling, general, and administrative expense | 128.5 | 134.5 | 408 | 394.1 |
Amortization expense | 22.7 | 23.9 | 69.2 | 67.1 |
Other operating expense, net | 8 | 4.7 | 107.4 | 8.8 |
Operating income | 77.3 | 98.5 | 171.8 | 243.1 |
Interest expense | 0.1 | (0.1) | 0.3 | 0.2 |
Interest income | (3.8) | (1) | (6.4) | (3.9) |
Other (income) expense, net | (1.7) | (0.5) | (1.8) | (2.5) |
Income before income taxes | 82.7 | 100.1 | 179.7 | 249.3 |
Income taxes | 22.7 | 35.4 | 59.2 | 90.1 |
Equity in net income (loss) of subsidiaries | 4.9 | 7.4 | 18.7 | 12.7 |
Net income | 64.9 | 72.1 | 139.2 | 171.9 |
Non-Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 175.9 | 167 | 498.8 | 459.8 |
Cost of sales | 152.3 | 143 | 431.8 | 396.9 |
Gross profit | 23.6 | 24 | 67 | 62.9 |
Selling, general, and administrative expense | 10.3 | 16.1 | 30.3 | 42.4 |
Amortization expense | 2.5 | 2.4 | 7.2 | 7 |
Other operating expense, net | 0.7 | 0.6 | 2.1 | 1.5 |
Operating income | 10.1 | 4.9 | 27.4 | 12 |
Interest expense | 1.1 | 4 | ||
Interest expense | 3.8 | 4.8 | ||
Interest income | (0.4) | (0.3) | (1.3) | (1) |
Other (income) expense, net | 0.8 | (5.2) | 0.8 | (3.8) |
Income before income taxes | 5.9 | 9.3 | 23.1 | 12.8 |
Income taxes | 1 | 1.9 | 4.4 | 0.1 |
Net income | $ 4.9 | $ 7.4 | $ 18.7 | $ 12.7 |
Condensed Supplemental Consol92
Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Condensed Financial Statements, Captions [Line Items] | |||||
Net income | $ 28.8 | $ 37.4 | $ 22.8 | $ 53.2 | |
Other comprehensive income: | |||||
Foreign currency translation adjustments | 18 | (7.3) | 34.5 | 21.6 | |
Pension and postretirement reclassification adjustment, net of tax | [1] | 0.1 | 0.3 | 7.2 | 0.8 |
Other comprehensive income (loss) | 18.1 | (7) | 41.7 | 22.4 | |
Comprehensive income | 46.9 | 30.4 | 64.5 | 75.6 | |
Eliminations | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net income | (69.8) | (79.5) | (157.9) | (184.6) | |
Other comprehensive income: | |||||
Equity in other comprehensive income (loss) of subsidiaries | (36.1) | 14.3 | (76.2) | (44) | |
Comprehensive income | (105.9) | (65.2) | (234.1) | (228.6) | |
Parent Company | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net income | 28.8 | 37.4 | 22.8 | 53.2 | |
Other comprehensive income: | |||||
Equity in other comprehensive income (loss) of subsidiaries | 18.1 | (7) | 41.7 | 22.4 | |
Comprehensive income | 46.9 | 30.4 | 64.5 | 75.6 | |
Guarantor Subsidiaries | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net income | 64.9 | 72.1 | 139.2 | 171.9 | |
Other comprehensive income: | |||||
Pension and postretirement reclassification adjustment, net of tax | 0.1 | 0.3 | 7.2 | 0.8 | |
Other comprehensive income (loss) | 0.1 | 0.3 | 7.2 | 0.8 | |
Equity in other comprehensive income (loss) of subsidiaries | 18 | (7.3) | 34.5 | 21.6 | |
Comprehensive income | 83 | 65.1 | 180.9 | 194.3 | |
Non-Guarantor Subsidiaries | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net income | 4.9 | 7.4 | 18.7 | 12.7 | |
Other comprehensive income: | |||||
Foreign currency translation adjustments | 18 | (7.3) | 34.5 | 21.6 | |
Other comprehensive income (loss) | 18 | (7.3) | 34.5 | 21.6 | |
Comprehensive income | $ 22.9 | $ 0.1 | $ 53.2 | $ 34.3 | |
[1] | Net of tax of $0.1 million and $0.2 million for the three months ended September 30, 2017 and 2016, respectively, and $4.4 million and $0.5 million for the nine months ended September 30, 2017 and 2016, respectively. |
Condensed Supplemental Consol93
Condensed Supplemental Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | $ 263.4 | $ 298.4 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (102.5) | (131.9) |
Additions to intangible assets | (18.6) | (10.9) |
Acquisitions, less cash acquired | (2,644.4) | |
Proceeds from sale of fixed assets | 7.2 | 1.5 |
Proceeds from divestiture | 19.3 | |
Other | (1) | (1.4) |
Net cash (used in) provided by investing activities | (95.6) | (2,787.1) |
Cash flows from financing activities: | ||
Net (repayment) borrowing of debt | (103.1) | 1,697.5 |
Payment of deferred financing costs | (34.3) | |
Net proceeds from issuance of common stock | 835.1 | |
Receipts related to stock-based award activities | 11.1 | 7.6 |
Payments related to stock-based award activities | (6.7) | (8.7) |
Net cash (used in) provided by financing activities | (98.7) | 2,497.2 |
Effect of exchange rate changes on cash and cash equivalents | 0.7 | 3.8 |
Net increase in cash and cash equivalents | 69.8 | 12.3 |
Cash and cash equivalents, beginning of period | 62.1 | 34.9 |
Cash and cash equivalents, end of period | 131.9 | 47.2 |
Eliminations | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | (157.4) | (183.8) |
Cash flows from investing activities: | ||
Intercompany transfer | 58.4 | 46 |
Net cash (used in) provided by investing activities | 58.4 | 46 |
Cash flows from financing activities: | ||
Intercompany transfer | 99 | 137.8 |
Net cash (used in) provided by financing activities | 99 | 137.8 |
Parent Company | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | 13.4 | 94.2 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (1.6) | (2.8) |
Additions to intangible assets | (17.7) | (8.2) |
Intercompany transfer | 69.8 | 32.4 |
Acquisitions, less cash acquired | (2,687.7) | |
Net cash (used in) provided by investing activities | 50.5 | (2,666.3) |
Cash flows from financing activities: | ||
Net (repayment) borrowing of debt | (100.8) | 1,700.1 |
Payment of deferred financing costs | (34.3) | |
Intercompany transfer | 109.2 | 61.9 |
Net proceeds from issuance of common stock | 835.1 | |
Receipts related to stock-based award activities | 11.1 | 7.6 |
Payments related to stock-based award activities | (6.7) | (8.7) |
Net cash (used in) provided by financing activities | 12.8 | 2,561.7 |
Net increase in cash and cash equivalents | 76.7 | (10.4) |
Cash and cash equivalents, beginning of period | 10.4 | |
Cash and cash equivalents, end of period | 76.7 | |
Guarantor Subsidiaries | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | 406 | 398.7 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (87.4) | (119.9) |
Additions to intangible assets | (0.8) | (2.7) |
Intercompany transfer | (128.2) | (78.4) |
Acquisitions, less cash acquired | 0.3 | |
Proceeds from sale of fixed assets | 7.2 | 1.5 |
Proceeds from divestiture | 19 | |
Other | (0.6) | |
Net cash (used in) provided by investing activities | (190.2) | (199.8) |
Cash flows from financing activities: | ||
Net (repayment) borrowing of debt | (2.2) | (2.6) |
Intercompany transfer | (213.6) | (196.4) |
Net cash (used in) provided by financing activities | (215.8) | (199) |
Net increase in cash and cash equivalents | (0.1) | |
Cash and cash equivalents, beginning of period | 0.2 | 0.1 |
Cash and cash equivalents, end of period | 0.2 | |
Non-Guarantor Subsidiaries | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | 1.4 | (10.7) |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (13.5) | (9.2) |
Additions to intangible assets | (0.1) | |
Acquisitions, less cash acquired | 43 | |
Proceeds from divestiture | 0.3 | |
Other | (1) | (0.8) |
Net cash (used in) provided by investing activities | (14.3) | 33 |
Cash flows from financing activities: | ||
Net (repayment) borrowing of debt | (0.1) | |
Intercompany transfer | 5.4 | (3.3) |
Net cash (used in) provided by financing activities | 5.3 | (3.3) |
Effect of exchange rate changes on cash and cash equivalents | 0.7 | 3.8 |
Net increase in cash and cash equivalents | (6.9) | 22.8 |
Cash and cash equivalents, beginning of period | 61.9 | 24.4 |
Cash and cash equivalents, end of period | $ 55 | $ 47.2 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Common Stock - USD ($) | 12 Months Ended | |
Nov. 06, 2018 | Nov. 02, 2017 | |
Scenario, Forecast | ||
Subsequent Event [Line Items] | ||
Stock repurchase program, authorized amount under administrative repurchase plan | $ 50,000,000 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Stock repurchase program, expected annual cap | $ 150,000,000 | |
Subsequent Event | Maximum | ||
Subsequent Event [Line Items] | ||
Stock repurchase program, authorized amount | $ 400,000,000 |