Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 31, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | THS | ||
Entity Registrant Name | TREEHOUSE FOODS, INC. | ||
Entity Central Index Key | 1,320,695 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 56,476,562 | ||
Entity Public Float | $ 4,585 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 132.8 | $ 62.1 |
Investments | 14.1 | 10.4 |
Receivables, net of allowance for doubtful accounts of $0.6 and $0.9 | 329.8 | 429 |
Inventories, net | 918.3 | 978 |
Assets held for sale | 3.6 | |
Prepaid expenses and other current assets | 89.7 | 77.6 |
Total current assets | 1,484.7 | 1,560.7 |
Property, plant, and equipment, net | 1,294.4 | 1,359.3 |
Goodwill | 2,182 | 2,447.2 |
Intangible assets, net | 773 | 1,137.6 |
Other assets, net | 45.2 | 41 |
Total assets | 5,779.3 | 6,545.8 |
Current liabilities: | ||
Accounts payable and accrued expenses | 589.7 | 626.8 |
Current portion of long-term debt | 10.1 | 66.4 |
Total current liabilities | 599.8 | 693.2 |
Long-term debt | 2,535.7 | 2,724.8 |
Deferred income taxes | 178.4 | 422.2 |
Other long-term liabilities | 202.1 | 202.3 |
Total liabilities | 3,516 | 4,042.5 |
Commitments and contingencies (Note 19) | ||
Stockholders’ equity: | ||
Common stock, par value $0.01 per share, 90.0 shares authorized, 56.6 and 56.8 shares issued and outstanding, respectively | 0.6 | 0.6 |
Treasury stock | (28.7) | 0 |
Additional paid-in capital | 2,107 | 2,071.9 |
Retained earnings | 245.9 | 532.1 |
Accumulated other comprehensive income (loss) | (61.5) | (101.3) |
Total stockholders’ equity | 2,263.3 | 2,503.3 |
Total liabilities and stockholders’ equity | $ 5,779.3 | $ 6,545.8 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Receivables, allowance for doubtful accounts | $ 0.6 | $ 0.9 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 56,638,498 | 56,800,000 |
Common stock, shares outstanding | 56,638,498 | 56,800,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Net sales | $ 6,307.1 | $ 6,175.1 | $ 3,206.4 |
Cost of sales | 5,223.1 | 5,049.7 | 2,562.1 |
Gross profit | 1,084 | 1,125.4 | 644.3 |
Operating expenses: | |||
Selling and distribution | 402.3 | 404.8 | 180.5 |
General and administrative | 300.4 | 340.6 | 161.7 |
Amortization expense | 114.1 | 109.9 | 60.6 |
Impairment of goodwill and other intangible assets | 549.7 | 352.2 | |
Other operating expense, net | 128.7 | 14.7 | 1.8 |
Total operating expenses | 1,495.2 | 1,222.2 | 404.6 |
Operating (loss) income | (411.2) | (96.8) | 239.7 |
Other expense (income): | |||
Interest expense | 126.8 | 119.2 | 45.5 |
Interest income | (4.3) | (4.2) | (3) |
(Gain) loss on foreign currency exchange | (5) | (5.6) | 26.1 |
Other income, net | (4.1) | (10.8) | (0.1) |
Total other expense | 113.4 | 98.6 | 68.5 |
(Loss) income before income taxes | (524.6) | (195.4) | 171.2 |
Income taxes | (238.4) | 33.2 | 56.3 |
Net (loss) income | $ (286.2) | $ (228.6) | $ 114.9 |
Net (loss) earnings per basic share | $ (5.01) | $ (4.10) | $ 2.67 |
Net (loss) earnings per diluted share | $ (5.01) | $ (4.10) | $ 2.63 |
Weighted average shares -- basic | 57.1 | 55.7 | 43.1 |
Weighted average shares -- diluted | 57.1 | 55.7 | 43.7 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | [1] | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | [1] | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Statement Of Income And Comprehensive Income [Abstract] | ||||||||||||||
Net (loss) income | $ (309) | $ 28.8 | $ (34.2) | $ 28.2 | $ (281.8) | $ 37.4 | $ 18.9 | $ (3.1) | $ (286.2) | $ (228.6) | $ 114.9 | |||
Other comprehensive income: | ||||||||||||||
Foreign currency translation adjustments | 32.2 | 11.1 | (49.2) | |||||||||||
Pension and postretirement adjustment | [2] | 7.6 | 1 | 0.1 | ||||||||||
Other comprehensive income (loss) | 39.8 | 12.1 | (49.1) | |||||||||||
Comprehensive (loss) income | $ (246.4) | $ (216.5) | $ 65.8 | |||||||||||
[1] | The Company acquired the Private Brands Business on February 1, 2016. | |||||||||||||
[2] | Net of tax of $4.7 and $0.7 million for the years ended December 31, 2017 and 2016. For the year ended December 31, 2015, the amount was insignificant. |
CONSOLIDATED STATEMENTS OF COM6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Pension and postretirement reclassification adjustment, tax | $ 4.7 | $ 0.7 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2014 | $ 1,759.2 | $ 0.4 | $ 1,177.3 | $ 645.8 | $ (64.3) | |
Balance (in shares) at Dec. 31, 2014 | 42.6 | |||||
Net (loss) income | 114.9 | 114.9 | ||||
Other comprehensive income (loss) | (49.1) | (49.1) | ||||
Comprehensive (loss) income | 65.8 | |||||
Equity awards exercised | 7 | 7 | ||||
Equity awards exercised, shares | 0.5 | |||||
Stock-based compensation | 22.9 | 22.9 | ||||
Balance at Dec. 31, 2015 | 1,854.9 | $ 0.4 | 1,207.2 | 760.7 | (113.4) | |
Balance (in shares) at Dec. 31, 2015 | 43.1 | |||||
Net (loss) income | (228.6) | (228.6) | ||||
Other comprehensive income (loss) | 12.1 | 12.1 | ||||
Comprehensive (loss) income | (216.5) | |||||
Shares issued | 835.1 | $ 0.2 | 834.9 | |||
Shares issued, shares | 13.3 | |||||
Equity awards exercised | (0.1) | (0.1) | ||||
Equity awards exercised, shares | 0.4 | |||||
Stock-based compensation | 29.9 | 29.9 | ||||
Balance at Dec. 31, 2016 | 2,503.3 | $ 0.6 | 2,071.9 | 532.1 | (101.3) | |
Balance (in shares) at Dec. 31, 2016 | 56.8 | |||||
Net (loss) income | (286.2) | (286.2) | ||||
Other comprehensive income (loss) | 39.8 | 39.8 | ||||
Comprehensive (loss) income | (246.4) | |||||
Treasury stock repurchases | (28.7) | $ (28.7) | $ (28.7) | |||
Treasury stock repurchases, shares | (0.6) | (0.6) | ||||
Equity awards exercised | 5.1 | 5.1 | ||||
Equity awards exercised, shares | 0.4 | |||||
Stock-based compensation | 30 | 30 | ||||
Balance at Dec. 31, 2017 | $ 2,263.3 | $ 0.6 | $ 2,107 | $ 245.9 | $ (28.7) | $ (61.5) |
Balance (in shares) at Dec. 31, 2017 | 57.2 | (0.6) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (286.2) | $ (228.6) | $ 114.9 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 287.6 | 288.3 | 122.1 |
Impairment of goodwill and other intangible assets | 549.7 | 352.2 | |
Stock-based compensation | 30 | 29.9 | 22.9 |
Loss from sale of business unit | (86) | ||
Deferred income taxes | (231.1) | (12.5) | (6) |
Other | 1.9 | (19.8) | 27.6 |
Changes in operating assets and liabilities, net of effect of acquisitions: | |||
Receivables | 103.3 | (59.7) | 21.5 |
Inventories | 13 | 54.3 | |
Prepaid expenses and other assets | (18.9) | (11.6) | 20.9 |
Accounts payable, accrued expenses, and other liabilities | (29.3) | 86.1 | (33.3) |
Net cash provided by operating activities | 506 | 478.6 | 290.6 |
Cash flows from investing activities: | |||
Additions to property, plant, and equipment | (159.7) | (175.2) | (72.7) |
Additions to other intangible assets | (26.1) | (11.8) | (13.4) |
Acquisitions, less cash acquired | (2,644.4) | ||
Proceeds from sale of fixed assets | 8.4 | 1.7 | 0.6 |
Purchase of investments | (1.2) | ||
Proceeds from sale of business unit | 18.8 | ||
Other | (1.6) | (0.8) | |
Net cash used in investing activities | (159.8) | (2,831.3) | (86.3) |
Cash flows from financing activities: | |||
Borrowings under Revolving Credit Facility | 676.9 | 241.3 | 152.2 |
Payments under Revolving Credit Facility | (846.9) | (424.3) | (353.2) |
Proceeds from issuance of Term Loans | 1,025 | ||
Proceeds from issuance of 2024 and 2022 Notes | 775 | ||
Payments on capitalized lease obligations and other debt | (2.3) | (3.3) | (3.8) |
Payment of deferred financing costs | (4.9) | (34.3) | (0.2) |
Payments on Term Loans | (1,477.3) | (36.7) | (10.5) |
Net proceeds from issuance of common stock | 835.1 | ||
Receipts related to stock-based award activities | 12.1 | 8.7 | 8.5 |
Payments related to stock-based award activities | (6.9) | (8.8) | (6.7) |
Other | (0.2) | ||
Net cash (used in) provided by financing activities | (278.3) | 2,377.7 | (213.9) |
Proceeds from refinanced Term Loans | 1,400 | ||
Payment on other long-term debt | (0.3) | ||
Repurchases of common stock | (28.7) | ||
Effect of exchange rate changes on cash and cash equivalents | 2.8 | 2.2 | (7.5) |
Net increase (decrease) in cash and cash equivalents | (70.7) | (27.2) | 17.1 |
Cash and cash equivalents, beginning of year | 62.1 | 34.9 | 52 |
Cash and cash equivalents, end of year | 132.8 | 62.1 | 34.9 |
Supplemental cash flow disclosures | |||
Interest paid | 115.4 | 93 | 41.9 |
Income taxes paid | 12.4 | 60.2 | 50.1 |
Non-cash investing activities: | |||
Accrued purchase of property and equipment | 19.3 | 20.2 | 6.9 |
Accrued other intangible assets | $ 3.2 | $ 8.3 | $ 2 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation — The Consolidated Financial Statements include the accounts of TreeHouse Foods, Inc. and its 100% owned direct and indirect subsidiaries (the “Company,” “TreeHouse,” “we,” “us,” or “our”). All intercompany balances and transactions are eliminated in consolidation. Certain prior year amounts in the Consolidated Statements of Cash Flows have been reclassified to conform to the current period presentation. 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 allocates resources. See Note 22 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 of ConAgra Foods, Inc. (“Private Brands Business”) 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 first three quarters of 2016, which resulted in differences between the fiscal quarter ends of the Private Brands Business and the Company. In the fourth quarter of 2016, the Company changed the fiscal year end of the Private Brands Business to December 31. This change in reporting period for the Private Brands Business represents a change in accounting principle that is preferable as it provides more timely and relevant financial information to the users of its financial statements and eliminates the previously existing difference in reporting periods. The Company determined that it was impracticable to retrospectively apply this change to the first three quarters of 2016 as the data to determine the cumulative effect of the change was not available and cannot be prepared. Therefore, the Company reported the change in accounting principle prospectively in net income for the three months ended December 31, 2016 and did not retrospectively apply the effects of this change in prior periods, the cumulative effect of which the Company believes would be immaterial in all periods. Use of Estimates — The preparation of our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to use 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 Consolidated Financial Statements, and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from these estimates. Cash Equivalents — We consider temporary cash investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2017 and 2016, $49.4 million and $61.9 million, respectively, represents cash and equivalents held in foreign jurisdictions, in local currencies, that are convertible into other currencies. The cash and equivalents held in foreign jurisdictions are expected to be used for general corporate purposes in foreign jurisdictions, including capital projects and acquisitions. The Prepaid expenses and other current assets line on the Consolidated Balance Sheets also includes restricted cash of $2.7 million as of December 31, 2017, which relates to cash held to meet certain insurance requirements. Inventories — Inventories are stated at the lower of cost or market. Pickle inventories are valued using the LIFO method and a portion of our snack nuts inventories are valued using the weighted average costing approach, while all of our other inventories are valued using the FIFO method. The costs of finished goods inventories include raw materials, labor, and overhead costs. Property, plant, and equipment — Property, plant, and equipment are stated at acquisition cost, plus capitalized interest on borrowings during the actual construction period of major capital projects. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets as follows: Asset Useful Life Buildings and improvements 12-40 years Machinery and equipment 3-15 years Office furniture and equipment 3-12 years We perform impairment tests when circumstances indicate that the carrying value of an asset may not be recoverable. Capitalized leases are amortized over the shorter of their lease term or their estimated useful lives, and amortization expense is included in depreciation expense. Expenditures for repairs and maintenance, which do not improve or extend the life of the assets, are expensed as incurred. Intangible and Other Assets — Identifiable intangible assets with finite lives are amortized over their estimated useful lives as follows: Asset Useful Life Customer relationships 5 to 20 years Trademarks 10 to 20 years Non-competition agreements Based on the terms of the agreements Deferred financing costs associated with line-of-credit arrangements Based on the terms of the agreements Formulas/recipes 5 to 7 years Computer software 2 to 7 years All amortization expense related to intangible assets is recorded in the Amortization expense line of the Consolidated Statements of Operations. Indefinite lived trademarks are evaluated for impairment annually in the fourth quarter or more frequently, if events or changes in circumstances indicate that the asset might be impaired. Impairment is indicated when their book value exceeds fair value. If the fair value of an evaluated asset is less than its book value, the asset is written down to fair value, which is generally based on its discounted future cash flows. Amortizable intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an evaluation of the undiscounted cash flows indicates impairment, the asset is written down to its estimated fair value, which is generally based on discounted future cash flows. Goodwill is evaluated annually in the fourth quarter or more frequently, if events or changes in circumstances require an interim assessment. We assess goodwill for impairment (as of December 31) at the reporting unit level using income and market approaches, employing significant assumptions regarding growth, discount rates, and profitability at each reporting unit. Our estimates under the income approach are determined based on a discounted cash flow model. The market approach uses a market multiple methodology employing earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and applies a range of multiples to those amounts in determining the indicated fair value. In determining the multiples used in this approach, we obtain the multiples for selected peer companies using the most recent publically available information. In determining the indicated fair value of each reporting unit, the Company concludes based on the income approach, and uses the market approach to corroborate, as the Company believes the income approach is the most reliable indicator of the fair value of the reporting units. The resulting value is then compared to the carrying value of each reporting unit to determine if impairment is necessary. Stock-Based Compensation — We measure compensation expense for our equity awards at their grant date fair value. The resulting expense is recognized over the relevant service period. See Note 15. Revenue Recognition — Sales are recognized when persuasive evidence of an arrangement exists, the price is fixed or determinable, title and risk of loss transfer to the customer, and there is a reasonable assurance of collection of the sales proceeds. Product is shipped FOB shipping point or FOB destination, depending on our agreement with the customer. Sales are reduced by certain sales incentives, some of which are recorded by estimating expense based on our historical experience. Accounts Receivable — We provide credit terms to customers in-line with industry standards, perform ongoing credit evaluations of our customers, and maintain allowances for potential credit losses based on historical experience. Customer balances are written off after all collection efforts are exhausted. Estimated product returns, which have not been material, are deducted from sales at the time of shipment. Income Taxes — The provision for income taxes includes federal, foreign, state, and local income taxes currently payable, and those deferred because of temporary differences between the financial statement and tax bases of assets and liabilities. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using enacted tax rates. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred income tax expenses or credits are based on the changes in the asset or liability from period to period. We account for uncertain tax positions using a “more-likely-than-not” threshold. A tax benefit from an uncertain tax position is recognized if it is more-likely-than-not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position, or the statute of limitations concerning such issues lapses. Foreign Currency Translation and Transactions — The functional currency of the Company’s foreign operations is the applicable local currency. The functional currency is translated into U.S. dollars for balance sheet accounts using currency exchange rates in effect as of the balance sheet date, and for revenue and expense accounts using a weighted-average exchange rate during the fiscal year. The translation adjustments are deferred as a separate component of Stockholders’ equity in Accumulated other comprehensive loss. Gains or losses resulting from transactions denominated in foreign currencies are included in Other income, net in the Consolidated Statements of Operations. Shipping and Handling Fees — Our shipping and handling costs are included in both cost of sales and selling and distribution expense, depending on the nature of such costs. Shipping and handling costs included in cost of sales reflect inventory warehouse costs, product loading and handling costs, and costs associated with transporting finished products from our manufacturing facilities to distribution warehouses. Shipping and handling costs included in selling and distribution expense consist primarily of the cost of shipping products to customers through third party carriers. Shipping and handling costs recorded as a component of selling and distribution expense were approximately $220.8 million, $198.8 million, and $87.2 million for the years ended December 31, 2017, 2016, and 2015, respectively. Derivative Financial Instruments — From time to time, we utilize derivative financial instruments including interest rate and commodity swaps, foreign currency contracts, and forward purchase contracts to manage our exposure to interest rate, foreign currency, and commodity price risks. We do not hold or issue financial instruments for speculative or trading purposes. The Company accounts for its derivative instruments as either assets or liabilities and carries them at fair value. Derivatives that are not designated as hedges according to GAAP must be adjusted to fair value through earnings. For derivative instruments that are designated as cash flow hedges, the effective portion of the gain or loss is reported as Accumulated other comprehensive loss and reclassified into earnings in the same period when the hedged transaction affects earnings. The ineffective gain or loss is recognized in current earnings. Commodity forward contracts 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 further information about our derivative instruments, see Note 20. Capital Lease Obligations — Capital lease obligations represent machinery and equipment financing obligations, which are generally payable in monthly installments of principal and interest, and are collateralized by the related assets financed. Insurance Accruals — We retain selected levels of property and casualty risks, primarily related to employee health care, workers’ compensation claims, and other casualty losses. Many of these potential losses are covered under conventional insurance programs with third party carriers having high deductible limits. In other areas, we are self-insured with stop-loss coverage. Accrued liabilities for incurred but not reported losses related to these retained risks are calculated based upon loss development factors that consider a number of elements, including claims history and expected trends. We develop these accruals with external insurance brokers and actuaries. Facility Closing and Reorganization Costs — We periodically record facility closing and reorganization charges when we have identified a facility for closure or other reorganization opportunity, developed a plan, and notified the affected employees. These charges are incurred as a component of operating (loss) income. See Note 3 for more information. Research and Development Costs — We record research and development charges to expense as they are incurred and report them in the General and administrative expense line of our Consolidated Statements of Operations. Expenditures totaled $30.8 million, $29.6 million, and $14.3 million for the years ended December 31, 2017, 2016, and 2015, respectively. Advertising Costs —Advertising costs are expensed as incurred and reported in the Selling and distribution expense line of our Consolidated Statements of Operations. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Changes And Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS 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 which resulted in the recognition of an income tax benefit of $4.3 million in 2016. See Note 23 for the impact of these income tax benefits on the first three quarters of 2016. Additionally, the ASU requires excess tax benefits to be reported as a component of operating activities in the Consolidated Statements of Cash Flows. Excess tax benefits of $4.3 million and $5.3 million were retrospectively reclassified from financing to operating activities in the Consolidated Statements of Cash Flows for the years ended December 31, 2016 and 2015, respectively. The Company did not elect to change its accounting policy to account for forfeitures as they occur and, as a result, the Company will continue to estimate forfeitures. The effects of the adoption of the other provisions of this ASU were immaterial. In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, 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 Not yet adopted In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities 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 The Company does not expect this standard will have a significant impact upon adoption. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows, The Company does not expect this standard will have a significant impact upon adoption. 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 |
Restructuring and Margin Improv
Restructuring and Margin Improvement Activities | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Margin Improvement Activities | 3. 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. 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 activity costs by reportable segment have not been presented. See Note 22 for more information. Below is a summary of costs by line item: Year Ended December 31, 2017 Year Ended December 31, 2016 Cost of sales $ 46.3 $ 7.9 Other operating expenses, net 41.4 13.1 Total $ 87.7 $ 21.0 TreeHouse 2020 In the third quarter of 2017, the Company announced TreeHouse 2020, a program intended to expand margins 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. By the end of the fourth quarter of 2017, we successfully transitioned production at the Brooklyn Park and Plymouth facilities. The facility downsizing at Dothan, Alabama is expected to be complete in the third quarter of 2018. In the fourth quarter of 2017, the company expanded its workstreams related to cost reduction and margin improvement activities and selling, general, and administrative reductions. These workstreams and the dedicated employees assigned to them are delivering value by increasing our capacity utilization, expanding operating margins, and streamlining our plant structure to optimize our supply chain. The key information regarding the Company’s announced facility closures related to TreeHouse 2020 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 Dothan, Alabama August 3, 2017 Third quarter of 2018 Partial closure second quarter 2018 Trail mix and snack nuts Snacks $ 5.7 $ 3.0 Brooklyn Park, Minnesota August 3, 2017 Fourth quarter of 2017 Fourth quarter of 2017 Dry dinners Baked Goods 19.5 12.2 Plymouth, Indiana August 3, 2017 Fourth quarter of 2017 Fourth quarter of 2017 Pickles Condiments 19.3 14.5 $ 44.5 $ 29.7 Below is a summary of costs by type for TreeHouse 2020: Year Ended December 31, 2017 Cumulative Costs To Date Total Expected Costs Asset-related $ 38.3 $ 38.3 $ 55.0 Employee-related 9.1 9.1 65.0 Other costs 10.3 10.3 205.0 Total $ 57.7 $ 57.7 $ 325.0 For the year ended December 31, 2017, asset-related costs primarily consisted of inventory write-downs of $21.8 million and accelerated depreciation of $16.5 million. Employee-related costs primarily consisted of severance and employee costs; 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 City of Industry, California November First quarter of 2016 Third quarter of 2016 Liquid non-dairy creamer and refrigerated salad dressings Beverages, Condiments $ 6.8 $ 3.6 Ayer, Massachusetts April 5, 2016 First quarter of 2017 Third quarter of 2017 Mayonnaise Condiments 5.6 4.0 Azusa, May 24, 2016 First quarter of 2017 Third quarter of 2017 Bars and fruit snacks Snacks 21.0 17.7 Ripon, Wisconsin May 24, 2016 Fourth quarter of 2016 Fourth quarter of 2016 Sugar wafer cookies Baked Goods 0.8 1.0 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 2.2 $ 48.3 $ 31.2 (1) The downsizing of this facility began in January 2017 and is expected to last approximately 15 months. On January 31, 2018, the Company announced the full closure of this facility. The costs associated with the full closure are included in the TreeHouse 2020 section. Total expected costs to close the City of Industry, California, Ayer, Massachusetts, Ripon, Wisconsin, and Delta, British Columbia facilities have been reduced by approximately $5.0 million, $0.9 million, $1.4 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 $6.2 million and $0.9 million, respectively, since their initial announcement. Below is a summary of the plant closing costs by type of cost: Year Ended December 31, 2017 Cumulative Costs To Date Total Expected Costs (In millions) Asset-related $ 6.9 $ 17.1 $ 17.1 Employee-related 3.1 10.4 11.2 Other closure costs 14.1 18.6 20.0 Total $ 24.1 $ 46.1 $ 48.3 For the years ended December 31, 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 $5.9 million for the year ended December 31, 2017 and were primarily the result of a Private Brands plant closure initiated prior to TreeHouse’s acquisition. Other cost reduction activities were $3.2 million for the year ended December 31, 2016. Liabilities recorded as of December 31, 2017 associated with these plant closings relate to severance and the partial withdrawal from a multiemployer pension plan. The severance liability is included in the Accounts payable and accrued expenses line of the Consolidated Balance Sheets while the multiemployer pension plan withdrawal liability is included in the Other long-term liabilities line of the Consolidated Balance Sheets. The table below presents a reconciliation of the liabilities as of December 31, 2017: Severance Multiemployer Pension Plan Other Costs Total Liabilities (In millions) Balance as of December 31, 2016 $ 3.5 $ 0.8 $ — $ 4.3 Expense 8.8 — 3.6 12.4 Payments (5.9 ) — (0.9 ) (6.8 ) Adjustments (0.3 ) — — (0.3 ) Balance as of December 31, 2017 $ 6.1 $ 0.8 $ 2.7 $ 9.6 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 4. ACQUISITIONS Private Brands Business On February 1, 2016, the Company acquired the Private Brands Business, which is primarily engaged in manufacturing, distributing, and marketing private label products to retail grocery, food away from home, and industrial and export customers. The business’s primary product categories include snacks, retail bakery, pasta, cereal, bars, and condiments. The purchase price, after considering working capital adjustments, was $2,644.4 million, net of acquired cash. The acquisition was funded by $835.1 million in net proceeds from a public sale of the Company’s common stock, $760.7 million in net proceeds from a private issuance of senior unsecured notes (“2024 Notes”), and a $1,025.0 million term loan (“Term Loan A-2”) which was refinanced in 2017, with the remaining balance funded by borrowings from the Company’s revolving credit facility (the “Revolving Credit Facility”). The acquisition resulted in a broader portfolio of products and further diversified the Company’s product categories. The Private Brands Business acquisition was accounted for under the acquisition method of accounting and the results of operations were included in our Consolidated Financial Statements from the date of acquisition in the Baked Goods, Condiments, Meals, and Snacks segments. Included in the Company’s Consolidated Statements of Operations are the Private Brands Business’s net sales of approximately $2,992.9 million and income before income taxes of $117.3 million from the date of acquisition through December 31, 2016. Integration costs of $9.7 million, which were included in the Cost of sales and General and administrative expense lines of the Consolidated Statements of Operations for the year ended December 31, 2016, were included in determining income before income taxes. The purchase price was allocated 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 $555.6 million, $1.1 million, $73.3 million, $413.3 million, and $97.9 million of goodwill to the Baked Goods, Beverages, 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 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. 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, 2015. Adjustments have been made for the pro forma effects of depreciation and amortization of tangible and intangible assets recognized as part of the business combination, the issuance of common stock, interest expense related to the financing of the business combination, and related income taxes. Excluded from the 2016 pro forma results are $35.2 million of costs incurred by the Company in connection with the acquisition. The 2015 pro forma results include $1.3 billion in asset impairment charges incurred by the seller. Year Ended December 31, 2016 2015 (In millions, except per share data) Pro forma net sales $ 6,499.1 $ 6,795.9 Pro forma net loss $ (206.9 ) $ (664.2 ) Pro forma basic loss per common share $ (3.65 ) $ (11.79 ) Pro forma diluted loss per common share $ (3.65 ) $ (11.79 ) |
Investments
Investments | 12 Months Ended |
Dec. 31, 2017 | |
Investments Schedule [Abstract] | |
Investments | 5. I nvestments December 31, 2017 2016 (In millions) U.S. equity $ 10.7 $ 7.6 Non-U.S. equity 2.3 1.8 Fixed income 1.1 1.0 Total investments $ 14.1 $ 10.4 We determine the appropriate classification of our investments at the time of purchase and reevaluate such designation as of each balance sheet date. The Company accounts for investments in debt and marketable equity securities as held-to-maturity, available-for-sale, or trading, depending on their classification. The investments held by the Company are classified as trading securities and are stated at fair value, with changes in fair value recorded as a component of the Interest income or Interest expense line on the Consolidated Statements of Operations. Cash flows from purchases, sales, and maturities of trading securities are included in cash flows from investing activities in the Consolidated Statements of Cash Flows based on the nature and purpose for which the securities were acquired. Our investments include U.S. equity, non-U.S. equity, and fixed income securities that are classified as short-term investments on the Consolidated Balance Sheets. The U.S. equity, non-U.S. equity, and fixed income securities are classified as short-term investments as they have characteristics of other current assets and are actively managed. For the year ended December 31, 2017, we recognized unrealized losses totaling $0.1 million that are included in the Interest expense line of the Consolidated Statements of Operations and $2.0 million in unrealized gains that are included in the Interest income line of the Consolidated Statements of Operations. Additionally, for the year ended December 31, 2017, we recognized a realized gain on investments totaling $0.2 million that was included in the Interest income line of the Consolidated Statements of Operations. When securities are sold, their cost is determined based on the FIFO method. |
Receivables Sales Agreement
Receivables Sales Agreement | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Receivables Sales Agreement | 6. RECEIVABLES SALES AGREEMENT In December 2017, the Company entered into an agreement (the “Receivables Sales Agreement”), to sell, on a revolving basis, certain trade accounts receivable balances to an unrelated third-party financial institution. Transfers under this agreement For the year ended December 31, 2017, $74.6 million of accounts receivable have been sold via this arrangement. The proceeds from these sales of receivables are included in Cash flows from operating activities in the Consolidated Statements of Cash Flows. The recorded net loss on sale of receivables is $0.2 million for the year ended December 31, 2017 and is included in the Other income, net line in the Consolidated Statements of Operations. The Company has no retained interest in the receivables sold under the program above, however the Company does have collection and administrative responsibilities for the sold receivables. The Company has not recorded any servicing assets or liabilities as of December 31, 2017 as the fair value of the servicing arrangement as well as the fees earned were not material to the financial statements. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | 7. INVENTORIES December 31, 2017 2016 (In millions) Raw materials and supplies $ 416.5 $ 429.4 Finished goods 530.0 571.9 LIFO reserve (28.2 ) (23.3 ) Total inventories $ 918.3 $ 978.0 Approximately $92.9 million and $105.9 million of our inventory was accounted for under the LIFO method of accounting at December 31, 2017 and 2016, respectively. The LIFO reserve reflects the excess of the current cost of LIFO inventories at December 31, 2017 and 2016, over the amount at which these inventories were valued on the Consolidated Balance Sheets. No LIFO inventory liquidation occurred in 2017 or 2016. Approximately $144.1 and $116.2 million of our inventory was accounted for using the weighted average costing approach at December 31, 2017 and 2016, respectively. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property, Plant, and Equipment | 8. PROPERTY, PLANT, AND EQUIPMENT December 31, 2017 2016 (In millions) Land $ 69.8 $ 71.2 Buildings and improvements 454.6 465.3 Machinery and equipment 1,310.2 1,324.5 Construction in progress 93.8 85.0 Total 1,928.4 1,946.0 Less accumulated depreciation (634.0 ) (586.7 ) Property, plant, and equipment, net $ 1,294.4 $ 1,359.3 Depreciation expense was $173.5 million, $178.4 million, and $61.5 million in 2017, 2016, and 2015, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 9. GOODWILL AND INTANGIBLE ASSETS Goodwill 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 22 for more information. The Company allocated the goodwill balance as of January 1, 2017 between the new reporting units using a relative fair value allocation approach. The change was considered a triggering event indicating a test for goodwill impairment was required as of January 1, 2017. The Company performed the first step of the impairment test, which did not result in the identification of any impairment losses. Changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016 are as follows: Baked Goods Beverages Condiments Meals Snacks Total (In millions) Balance at January 1, 2016 $ — $ 710.4 $ 369.1 $ 58.4 $ 511.9 $ 1,649.8 Accumulated impairment — — — — — — Acquisitions 547.2 1.1 72.2 407.0 96.4 1,123.9 Purchase price adjustments 7.0 — 0.9 5.2 1.2 14.3 Impairment losses — — (11.5 ) — (333.4 ) (344.9 ) Foreign currency exchange adjustments — 1.7 2.4 — — 4.1 Balance at December 31, 2016 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 Impairment losses — — — — (276.4 ) (276.4 ) Foreign currency exchange adjustments — 3.5 4.7 — — 8.2 Balance at December 31, 2017 $ 555.6 $ 716.7 $ 438.0 $ 471.7 $ — $ 2,182.0 Upon completion of the annual goodwill impairment analysis as of December 31, 2017, the Company recorded impairment losses of $276.4 million related to the Snacks reporting unit. This reporting unit did not achieve the forecasted results for the year ended December 31, 2017. The Company finalized its budgeting process in the fourth quarter which resulted in reduced future revenue and profitability expectations. The primary factor impacting the future revenue and profitability expectations for the Snacks reporting unit was competitive pressures. These changes in expectations and the related reductions in discounted future cash flows resulted in book values that exceeded the fair values for these reporting units, which required the recognition of impairment losses. The income approach was used to calculate the impairment. This approach utilizes projected cash flow estimates developed by the Company to determine fair value, which are unobservable, Level 3 inputs. Unobservable inputs are used to measure fair value to the extent that relevant observable inputs are not available. The Company developed our estimates using the best information available at the time. Upon completion of the annual goodwill impairment analysis as of December 31, 2016, the Company recorded impairment losses of $333.4 million and $11.5 million related to the Snacks and Condiments reporting units, respectively. These reporting units did not achieve their forecasted results for the year ended December 31, 2016 and after finalizing the budgeting process in the fourth quarter of 2016, resulted in reduced future revenue and profitability expectations due to competitive pressures. The goodwill impairment losses are included in the Impairment of goodwill and other intangible assets line of the Consolidated Statements of Operations. No other instances of goodwill impairment were identified in connection with annual impairment tests. Approximately $430.0 million of goodwill is deductible for tax purposes. Indefinite-lived Intangible Assets The carrying amounts of our intangible assets with indefinite lives, other than goodwill, as of December 31, 2017 and 2016 are as follows: December 31, 2017 2016 (In millions) Trademarks $ 22.8 $ 21.6 Total indefinite lived intangibles $ 22.8 $ 21.6 The Company performed the annual impairment assessment on indefinite-lived intangibles as of December 31, 2017 resulting in no impairment losses. Upon completion of the annual indefinite lived intangibles analysis as of December 31, 2016, the Company recorded a $3.6 million impairment loss related to the Saucemarker® Finite-lived Intangible Assets The gross carrying amounts and accumulated amortization of intangible assets, with finite lives, as of December 31, 2017 and 2016 are as follows: December 31, 2017 2016 Gross Net Gross Net Carrying Accumulated Impairment Carrying Carrying Accumulated Impairment Carrying Amount Amortization Losses Amount Amount Amortization Losses Amount (In millions) Intangible assets with finite lives: Customer-related (1) $ 1,265.4 $ (361.4 ) $ (273.3 ) $ 630.7 $ 1,284.3 $ (293.3 ) $ — $ 991.0 Contractual agreements (2) 3.0 (3.0 ) — — 3.0 (2.9 ) — 0.1 Trademarks (3) 69.6 (28.7 ) — 40.9 69.6 (19.8 ) (3.8 ) 46.0 Formulas/recipes (4) 33.8 (18.3 ) — 15.5 33.7 (12.8 ) — 20.9 Computer software (5) 137.8 (74.7 ) — 63.1 115.7 (57.7 ) — 58.0 Total finite lived intangibles $ 1,509.6 $ (486.1 ) $ (273.3 ) $ 750.2 $ 1,506.3 $ (386.5 ) $ (3.8 ) $ 1,116.0 In the fourth quarter, the Company determined the carrying value of certain long-lived assets may not be recoverable due to the decline in forecasted future cash flows in the Snacks segment. As a result, we evaluated long-lived assets for impairment and determined that the book value of the customer-related assets in the Snacks segment were not recoverable. The customer-related assets were determined to have no fair value using an excess earnings approach and an impairment charge of $273.3 million was recorded on all remaining Snacks segment customer-related assets. The excess earnings approach calculates the Company’s earnings above an expected return on the Company’s tangible assets. This approach utilizes projected cash flow estimates developed by the Company to determine fair value, which are unobservable, Level 3 inputs. Unobservable inputs are used to measure fair value to the extent that relevant observable inputs are not available. The Company developed our earnings estimates using the best information available at the time. No other impairments were identified related to the remaining long-lived assets of asset groups. The impairment is included in the Impairment of goodwill and other intangible assets line of the Consolidated Statements of Operations. In 2016, the Company recorded a $3.8 million impairment loss related to the Amport® Goodfields® As of December 31, 2017, the weighted average remaining useful lives for the amortizable intangible assets are (1) customer-related at 11.1 years, (2) contractual agreements at 0.5 Total intangible assets, excluding goodwill, as of December 31, 2017 and 2016 were $773.0 million and $1,137.6 million, respectively. Amortization expense on intangible assets was $114.1 million, $109.9 million, and $60.6 million for the years ended December 31, 2017, 2016, and 2015, respectively. Estimated amortization expense on intangible assets for the next five years is as follows: (In millions) 2018 $ 101.0 2019 98.4 2020 96.3 2021 87.5 2022 83.5 Considerable management judgment is necessary to evaluate the impact of operating changes and to estimate future cash flows. Assumptions used in our impairment evaluations, such as forecasted growth rates and our cost of capital, are consistent with our internal projections and operating plans. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 10. ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2017 2016 (In millions) Accounts payable $ 451.3 $ 458.1 Payroll and benefits 59.9 78.5 Interest 23.8 24.1 Taxes 7.4 31.0 Health insurance, workers’ compensation, and other insurance costs 28.7 17.2 Marketing expenses 10.4 12.4 Other accrued liabilities 8.2 5.5 Total $ 589.7 $ 626.8 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. INCOME TAXES The components of (loss) income before income taxes are as follows: Year Ended December 31, 2017 2016 2015 (in millions) Domestic source $ (544.4 ) $ (190.6 ) $ 179.4 Foreign source 19.8 (4.8 ) (8.2 ) Income (loss) before income taxes $ (524.6 ) $ (195.4 ) $ 171.2 The following table presents the components of the 2017, 2016, and 2015 provision for income taxes: Year Ended December 31, 2017 2016 2015 (in millions) Current: Federal $ (17.6 ) $ 33.7 $ 57.2 State (0.4 ) 4.5 9.3 Foreign 10.7 7.5 (4.2 ) Total current (7.3 ) 45.7 62.3 Deferred: Federal (214.3 ) (5.0 ) (5.7 ) State (15.4 ) (0.2 ) (2.0 ) Foreign (1.4 ) (7.3 ) 1.7 Total deferred (231.1 ) (12.5 ) (6.0 ) Total income tax expense $ (238.4 ) $ 33.2 $ 56.3 The following is a reconciliation of income tax expense computed at the U.S. federal statutory tax rate to the income tax expense reported in the Consolidated Statements of Operations: Year Ended December 31, 2017 2016 2015 (in millions) Tax at statutory rate $ (183.7 ) $ (68.4 ) $ 59.9 State income taxes (10.3 ) 2.8 4.7 Tax benefit of cross-border intercompany financing structure (3.9 ) (3.8 ) (4.0 ) Domestic production activities deduction (0.4 ) (5.1 ) (5.4 ) Excess tax benefits related to stock-based compensation (2.4 ) (3.9 ) — Section 956 inclusion, Section 78 Gross-Up 13.2 — — Goodwill impairment 91.8 112.0 — Remeasurement of Deferred Tax Assets/Liabilities (113.9 ) — — Transition Tax 9.6 — — Foreign Tax Credit (29.7 ) — — Other, net (8.7 ) (0.4 ) 1.1 Total provision for income taxes $ (238.4 ) $ 33.2 $ 56.3 The tax effects of temporary differences giving rise to deferred income tax assets and liabilities were: December 31, 2017 2016 (In millions) Deferred tax assets: Pension and postretirement benefits $ 19.9 $ 35.6 Accrued liabilities 26.8 48.0 Stock compensation 13.3 19.4 Inventory Reserves 9.4 12.9 Loss and credit carryovers 62.2 22.1 Other 11.4 32.2 Total deferred tax assets 143.0 170.2 Valuation allowance (14.9 ) (8.9 ) Total deferred tax assets, net of valuation allowance 128.1 161.3 Deferred tax liabilities: Fixed assets and intangible assets (306.5 ) (583.5 ) Total deferred tax liabilities (306.5 ) (583.5 ) Net deferred income tax liability $ (178.4 ) $ (422.2 ) On December 22, 2017, the Tax Act was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21%, limitation of the tax deduction for interest expense to 30% of adjusted earnings, Shortly after enactment of the Tax Act, the SEC issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of US GAAP in situations where a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. To the extent that a company’s accounting for the Tax Act is incomplete but it is able to provide a reasonable estimate, it must record a provisional amount in the financial statements. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In relation to our initial analysis of the impact of the Tax Act, we have recorded a net tax benefit of $104.2 million primarily consisting of (1) a $108.4 million benefit related to adjustments to our net deferred tax liability and (2) a $9.6 million expense related to the one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings. The adjustments to our net deferred tax liability and the liability related to the transition tax are provisional amounts based on information available as of December 31, 2017. These amounts are subject to change due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, and additional regulatory guidance that may be issued. Any subsequent adjustment to these amounts will be recorded to tax expense in the quarter when the analysis is complete. The Tax Act also creates a new requirement that certain income (i.e., Global Intangible Low Taxed Income or “GILTI”) earned by controlled foreign corporations (“CFCs”) must be included currently in the gross income of the CFC’s U.S. shareholder. Because of the complexity of the GILTI tax rules, we are continuing to evaluate this provision of the Tax Act and the application of ASC 740. Under U.S. GAAP, we are allowed to make an accounting policy election of either (1) treating taxes due of future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred or (2) factoring such amounts into the company’s measurement of deferred taxes. We have not made any adjustments related to potential GILTI tax in our financial statements and have not made a policy decision regarding whether to record deferred taxes on GILTI. The Company has income tax net operating loss carryforwards related to its domestic and international operations which have a 20 year definite life. The Company has recorded a deferred tax asset of $10.5 million reflecting the benefit of $42.2 million in loss carryforwards. All of the loss carryforwards expire between 2033 and 2037. The Company has recorded a deferred tax asset of $28.4 million reflecting the benefit of foreign tax credit carryforwards. The foreign tax credits have a 10 year life and expire in 2026 and 2027. The Company also has state net operating loss and income tax credit carryforwards. The Company has recorded a deferred tax asset of $8.3 million reflecting the benefit of state net operating losses of $168.2 million. The state net operating loss carryforwards have a 1 to 20 year life and expire between 2018 and 2037. The Company has recorded a deferred tax asset of $13.2 million reflecting the benefit of state tax credit carryforwards. The state income tax credits have a 1 to 15 year life and expire between 2018 and 2031. The Company has recorded a valuation allowance of $14.9 million and $8.9 million for the years ended December 31, 2017 and 2016, respectively. The Company assessed the realizability of its deferred tax assets and has determined that certain foreign non-capital loss carryforwards, state net operating loss carryforwards, and state tax credit carryforwards will more likely than not expire unused. The Company or one of its subsidiaries files income tax returns in the U.S., Canada, Italy, and various U.S. states. In the U.S. federal jurisdiction, the Company is open to examination for the tax year ended December 31, 2014 and forward; for Canadian purposes, the Company is open to examination for the tax year ended December 31, 2008 and forward; for Italian purposes, the Company is open to examination for the tax years ended September 30, 2012 and forward; and for the various U.S. states the Company is generally open to examination for the tax year ended December 31, 2012 and forward. 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 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 2018. During the year, the Company recorded adjustments to its unrecognized tax benefits. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended December 31, 2017 2016 2015 (in millions) Unrecognized tax benefits beginning balance $ 31.4 $ 19.5 13.2 Additions and reductions based on tax positions related to the current year 1.1 — 0.1 Additions and reductions based on tax positions of prior years 0.4 1.8 1.5 Additions resulting from acquisitions — 14.4 6.4 Reductions due to statute lapses (4.6 ) (4.2 ) (1.4 ) Reductions related to settlements with taxing authorities (2.0 ) — — Foreign currency translation 0.1 (0.1 ) (0.3 ) Unrecognized tax benefits ending balance $ 26.4 $ 31.4 $ 19.5 Unrecognized tax benefits are included in the Other long-term liabilities line of the Consolidated Balance Sheets. Included in the balance at December 31, 2017 are amounts that are offset by deferred taxes (i.e., temporary differences). Of the amount accrued at December 31, 2017 and 2016, $5.7 million and $7.3 million, respectively, would impact net income when settled. Of the amounts accrued at December 31, 2017 and 2016, $20.7 million and $20.1 million, respectively, relates to unrecognized tax benefits assumed in prior acquisitions, which have been indemnified by the previous owners. Management estimates that it is reasonably possible that the total amount of unrecognized tax benefits could decrease by as much as $9.5 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 $1.4 million of the $9.5 million would affect net income when settled. The Company recognizes interest expense (income) and penalties related to unrecognized tax benefits in income tax expense. During the years ended December 31, 2017, 2016, and 2015, the Company recognized $1.2 million, $0.8 million, and $0.1 million of interest and penalties in income tax expense, respectively. The Company has accrued approximately $5.5 million and $4.6 million for the payment of interest and penalties at December 31, 2017 and 2016, respectively, of which $5.3 million and $4.3 million is indemnified. As of December 31, 2017, the Company has approximately $82.3 million of undistributed earnings generated by its foreign subsidiaries which was subject to the one- time transition tax on cumulative foreign earnings required by the Tax Act. As there will not be an incremental tax cost on the future repatriation of these earnings, the Company no longer considers the earnings to be permanently reinvested outside the U.S. During the first quarter of 2008, the Company entered into an intercompany financing structure that results in the recognition of foreign earnings subject to a low effective tax rate. For the years ended December 31, 2017 and 2016, the Company recognized a tax benefit of approximately $3.9 and $3.8 million, respectively, related to this item. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 12. LONG-TERM DEBT December 31, 2017 2016 (In millions) Revolving Credit Facility $ — $ 170.0 Term Loan A 498.8 288.0 Term Loan A-1 897.8 180.0 Term Loan A-2 — 1,005.8 2022 Notes 400.0 400.0 2024 Notes 775.0 775.0 Other debt 3.1 5.7 Total outstanding debt 2,574.6 2,824.5 Deferred financing costs (28.8 ) (33.3 ) Less current portion (10.1 ) (66.4 ) Total long-term debt $ 2,535.7 $ 2,724.8 The scheduled maturities of outstanding debt, excluding deferred financing costs, at December 31, 2017 are as follows (in millions): 2018 $ 15.2 2019 15.1 2020 14.3 2021 14.2 2022 414.1 Thereafter 2,101.8 Total outstanding debt $ 2,574.6 On December 1, 2017, the Company entered into the Second Amended and Restated Credit Agreement (the “Credit Agreement”) which amends, restates, and replaces the Company’s prior credit agreement, dated as of February 1, 2016 (as amended from time to time prior to February 1, 2016, the “Prior Credit Agreement”). As amended, the senior unsecured credit facility includes a revolving credit facility (the “Revolving Credit Facility” or the “Revolver”) and two term loans. The Credit In connection with the Credit Agreement, $5.2 million in fees will be amortized ratably through January 31, 2025 and $13.6 million of fees will be amortized ratably through February 1, 2023. Fees associated with Term Loan A and Term Loan A-1 (the “Term Loans”) are presented as a direct deduction from outstanding debt, while fees associated with the Revolving Credit Facility are presented as an asset. The Company’s average interest rate on debt outstanding under the Prior Credit Agreement and under the Credit Agreement for the year ended December 31, 2017 was 2.976%. Revolving Credit Facility — As of December 31, 2017, $716.0 million of the aggregate commitment of $750 million of the Revolving Credit Facility was available. Under the Credit Agreement, the Revolving Credit Facility matures on February 1, 2023. In addition, as of December 31, 2017, there were $34.0 million in letters of credit under the Revolving Credit Facility that were issued but undrawn, which have been included as a reduction to the calculation of available credit. Interest is payable quarterly or, if earlier, at the end of the applicable interest period in arrears on any outstanding borrowings under the Revolving Credit Facility. The interest rates applicable to the Revolving Credit Facility are based upon the Company’s consolidated net leverage ratio or the Company’s Corporate Credit Rating, whichever results in lower pricing, and are determined by either (i) LIBOR, plus a margin ranging from 1.20% to 1.60%, or (ii) a Base Rate (as defined in the Credit Agreement), plus a margin ranging from 0.20% to 0.60%. The unused fee on the Revolving Credit Facility is also based on the Company’s consolidated net leverage ratio or the Company’s Corporate Credit Rating, whichever results in lower pricing, and accrues at a rate ranging from 0.20% to 0.30%. The Credit Agreement is fully and unconditionally, as well as jointly and severally, guaranteed by our 100% owned direct and indirect domestic subsidiaries: Bay Valley Foods, LLC; Sturm Foods, Inc.; S.T. Specialty Foods, Inc.; Associated Brands, Inc.; Cains Foods, Inc.; Cains Foods L.P.; Cains GP, LLC; Flagstone Foods, Inc., Protenergy Holdings, Inc.; Protenergy Natural Foods, Inc.; TreeHouse Private Brands, Inc. (formerly Ralcorp Holdings, Inc.); American Italian Pasta Company.; Nutcracker Brands, Inc.; Linette Quality Chocolates, Inc.; Ralcorp Frozen Bakery Products, Inc.; Cottage Bakery, Inc.; The Carriage House Companies, Inc. and certain other domestic subsidiaries that may become guarantors in the future, which are collectively known as the “Guarantor Subsidiaries.” The Credit Agreement contains various financial and restrictive covenants and requires that the Company maintain a consolidated net leverage ratio of no greater than 4.0 to 1.0 (or no greater than 4.5 to 1.0 for a measurement period that includes a fiscal quarter in which the Company entered into a permitted acquisition), The Credit Agreement also contains cross-default provisions which could result in the acceleration of payments in the event TreeHouse or the Guarantor Subsidiaries (i) fails to make a payment when due in respect of any indebtedness or guarantee having an aggregate principal amount greater than $75.0 million or (ii) fails to observe or perform any other agreement or condition related to such indebtedness or guarantee as a result of which the holder(s) of such debt are permitted to accelerate the payment of such debt. Term Loan A — On December 1, 2017, the Company entered into a $500 million term loan which amended and extended the Company’s existing term A loan. The maturity date is January 31, 2025. The interest rates applicable to Term Loan A are based upon the Company’s consolidated net leverage ratio or the Company’s Corporate Credit Rating, whichever results in lower pricing, and are determined by either (i) LIBOR, plus a margin ranging from 1.675% to 2.075%, or (ii) a Base Rate (as defined in the Credit Agreement), plus a margin ranging from 0.675% to 1.075 %. Principal amortization payments are due on a quarterly basis and interest is payable quarterly or, if earlier, at the end of the applicable interest period in arrears on any outstanding borrowings under Term Loan A. Term Loan A is subject to substantially the same covenants as the Revolving Credit Facility, and also has the same Guarantor Subsidiaries. As of December 31, 2017, $498.8 million was outstanding under Term Loan A. Term Loan A-1 — On December 1, 2017, the Company entered into a $900 million term loan which amended and extended the Company’s existing tranche A-1 and tranche A-2 term loans. The maturity date is February 1, 2023. The interest rates applicable to Term Loan A-1 are the same as those applicable to the Revolving Credit Facility (other than, for the avoidance of doubt, the unused fee). Principal amortization payments are due on a quarterly basis and interest is payable quarterly or, if earlier, at the end of the applicable interest period in arrears on any outstanding borrowing under Term Loan A-1. Term Loan A-1 is subject to substantially the same covenants as the Revolving Credit Facility, and has the same Guarantor Subsidiaries. As of December 31, 2017, $897.8 million was outstanding under Term Loan A-1. Term Loan A-2 — On December 1, 2017, Term Loan A-2 was paid off as part the Credit Agreement utilizing borrowings under Term Loan A and Term Loan A-1. 2022 Notes — On March 11, 2014, the Company completed its underwritten public offering of $400 million in aggregate principal amount of 4.875% notes due March 15, 2022 (the “2022 Notes”). The net proceeds of $394.0 million ($400.0 million less underwriting discount of $6.0 million, providing an effective interest rate of 4.99%) were used to extinguish the Company’s previously issued 7.75% notes due on March 1, 2018 (the “2018 Notes”). Interest is payable on March 15 and September 15 of each year. The 2022 Notes will mature on March 15, 2022. The Company may redeem all or some of the 2022 Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices as set forth in the indenture plus any accrued or unpaid interest to the applicable redemption date. Subject to certain limitations, in the event of a change in control of the Company, the Company will be required to make an offer to purchase the 2022 Notes at a purchase price equal to 101% of the principal amount of the 2022 Notes, plus accrued and unpaid interest up to the purchase date. 2024 Notes — On January 29, 2016, the Company completed an exempt offering under Rule 144A and Regulation S of the Securities Act of $775 million in aggregate principal amount of 6.0% notes due February 15, 2024. The net proceeds from the issuance of the 2024 Notes (approximately $760.7 million after deducting issuance costs, providing an effective interest rate of 6.23%) were used to fund a portion of the purchase price of the Private Brands Business. Interest is payable on February 15 and August 15 of each year. The payments began on August 15, 2016. The 2024 Notes will mature on February 15, 2024. The Company may redeem some or all of the 2024 Notes at any time on or after February 15, 2019 at the applicable redemption prices described in the Indenture plus accrued and unpaid interest, if any, up to but not including the redemption date. In addition, prior to February 15, 2019, the Company may redeem all or a portion of the 2024 Notes at a price equal to 100% of the principal amount plus the “make-whole” premium set forth in the Indenture plus accrued and unpaid interest, if any, up to but not including the redemption date. The Company may also redeem up to 40% of the 2024 Notes prior to February 15, 2019 with the net cash proceeds received from certain equity offerings at the redemption price set forth in the Indenture. In the event of certain change of control events, as described in the Indenture, the Company may be required to purchase the 2024 Notes from the holders at a purchase price of 101% of the principal amount plus any accrued and unpaid interest. The Company issued the 2022 Notes and 2024 Notes pursuant to a single base Indenture among the Company, the Guarantor Subsidiaries, and the Trustee. The Indenture governing the 2022 Notes and 2024 Notes contains customary event of default provisions (including, without limitation, defaults relating to the failure to pay at final maturity or the acceleration of certain other indebtedness). If an event of default occurs and is continuing, the trustee under the Indenture or holders of at least 25% in principal amount of such notes may declare the principal amount and accrued and unpaid interest, if any, on all such notes to be due and payable. The Indenture also contains restrictive covenants that, among other things, limit the ability of the Company and the Guarantor Subsidiaries to: (i) pay dividends or make other restricted payments, (ii) make certain investments, (iii) incur additional indebtedness or issue preferred stock, (iv) create liens, (v) pay dividends or make other payments (except for certain dividends and payments to the Company and certain subsidiaries of the Company), (vi) merge or consolidate with other entities or sell substantially all of its assets, (vii) enter into transactions with affiliates, and (viii) engage in certain sale and leaseback transactions. The foregoing limitations are subject to exceptions as set forth in the Indenture. In addition, if in the future, the 2022 Notes or 2024 Notes have an investment grade credit rating by both Moody’s Investors Services, Inc. and Standard & Poor’s Ratings Services, certain of these covenants will, thereafter, no longer apply to the 2022 Notes or 2024 Notes for so long as the 2022 Notes or 2024 Notes are rated investment grade by the two rating agencies. Interest Rate Swap Agreements — 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. The borrowing cost on the swapped principal will range from 2.26% to 2.76% during the life of the swap agreement based on the credit spreads under the Credit Agreement. Capital Lease Obligations and Other — The Company owes $3.1 million related to capital leases. Capital lease obligations represent machinery and equipment financing obligations, which are payable in monthly installments of principal and interest, and are collateralized by the related assets financed. Deferred financing costs – As of December 31, 2017, deferred financing costs of $5.1 million and $23.7 million were included in Current portion of long-term debt and Long-term debt, respectively. Deferred financing costs of $6.7 million and $26.6 million were included in Current portion of long-term debt and Long-term debt, respectively, as of December 31, 2016. In connection with the Amended and Restated Credit Agreement, $3.3 million of historical debt issuance costs were written-off in 2017. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 13. STOCKHOLDERS’ EQUITY Common stock — The Company has authorized 90 million shares of common stock with a par value of $0.01 per share. No dividends have been declared or paid. On January 26, 2016, a total of 13,269,230 shares were issued pursuant to a public offering at $65.00 per share, resulting in gross proceeds to the Company of $862.5 million. Net cash from the offering, after considering issuance costs, was approximately $835.1 million, with approximately $0.1 million recorded to Common stock at par value and approximately $835.0 million recorded to Additional paid-in capital. The net proceeds from the offering were used to fund a portion of the purchase price of the Private Brands Business. As of December 31, 2017, there were 56,638,498 shares of common stock issued and outstanding. Share Repurchase Authorization 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. The Company is authorized to enter into an administrative repurchase plan for $50 million of the $400 million in the fourteen months following November, 6 2017. The Company plans to repurchase $50 million of shares through the plan and another $100 million opportunistically (total annual cap of $150 million). Any shares repurchased will be held as treasury stock. For the year ended December 31, 2017, the Company repurchased approximately 0.6 million shares of common stock for a total of $28.7 million. Preferred Stock — The Company has authorized 10 million shares of preferred stock with a par value of $0.01 per share. No preferred stock has been issued. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 14. 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: Year Ended December 31, 2017 2016 2015 (In millions, except per share data) Net (loss) income $ (286.2 ) $ (228.6 ) $ 114.9 Weighted average common shares outstanding 57.1 55.7 43.1 Assumed exercise/vesting of equity awards (1) — — 0.6 Weighted average diluted common shares outstanding 57.1 55.7 43.7 Net (loss) earnings per basic share $ (5.01 ) $ (4.10 ) $ 2.67 Net (loss) earnings per diluted share $ (5.01 ) $ (4.10 ) $ 2.63 (1) Incremental shares from equity awards are computed by the treasury stock method. For the years ended December 31, 2017 and 2016, weighted average common shares outstanding is the same for the computations of basic and diluted shares because the Company had a net loss for the period. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 1.6 million, 1.2 million, and 0.7 million for the years ended December 31, 2017, 2016, and 2015, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 15. STOCK-BASED COMPENSATION The Board of Directors adopted, and the Company’s Stockholders approved, the “TreeHouse Foods, Inc. Equity and Incentive Plan” (the “Plan”). The Plan is administered by our Compensation Committee, which consists entirely of independent directors. The Compensation Committee determines specific awards for our executive officers. For all other employees, if the committee designates, our Chief Executive Officer or such other officers will, from time to time, determine specific persons to whom awards under the Plan will be granted, and the terms and conditions of each award. The Compensation Committee or its designee, pursuant to the terms of the Plan, also will make all other necessary decisions and interpretations under the Plan. Under the Plan, the Compensation Committee may grant awards of various types of compensation, including stock options, restricted stock, restricted stock units, performance shares, performance units, other types of stock-based awards, and other cash-based compensation. The number of shares authorized to be awarded under the Plan is approximately 16.1 (Loss) income before income taxes for the years ended December 31, 2017, 2016, and 2015 includes stock-based compensation expense for employees and directors of $30.0 million, $29.9 million, and $22.9 million, respectively. The tax benefit recognized related to the compensation cost of these share-based awards was approximately $11.1 million, $10.9 million, and 9.5 million for 2017, 2016, and 2015, respectively. The Company estimates that certain employees and all directors will complete the required service conditions associated with their awards. For all other employees, the Company estimates forfeitures, as not all employees are expected to complete the required service conditions. The expected service period is the longer of the derived service period, as determined from the output of the valuation models, and the service period based on the term of the awards. Stock Options — The following table summarizes stock option activity during 2017: Weighted Weighted Average Average Remaining Aggregate Employee Director Exercise Contractual Intrinsic Options Options Price Term (yrs.) Value (In thousands) (In millions) Outstanding, at January 1, 2017 2,069 20 $ 64.77 5.8 $ 28.9 Granted 483 — $ 83.99 Forfeited (133 ) — $ 86.58 Exercised (292 ) (20 ) $ 38.77 Expired (28 ) — $ 80.23 Outstanding, at December 31, 2017 2,099 — $ 71.46 6.1 $ 5.9 Vested/expected to vest, at December 31, 2017 2,048 — $ 71.08 6.1 $ 5.9 Exercisable, at December 31, 2017 1,349 — $ 62.78 4.7 $ 5.9 Year Ended December 31, 2017 2016 2015 (In millions) Compensation expense $ 8.8 $ 7.2 $ 6.6 Intrinsic value of stock options exercised 12.1 6.9 15.7 Tax benefit recognized from stock option exercises 4.6 2.5 6.0 Compensation costs related to unvested options totaled $13.5 Stock options granted under the plan generally have a three year vesting schedule, vest one-third on each of the first three anniversaries of the grant date, and expire ten years from the grant date. Stock options are generally only granted to employees and non-employee directors. Stock options are valued using the Black-Scholes option pricing model. Expected volatilities for 2017, 2016, and 2015 are based on historical volatilities of the Company’s stock price. The risk-free interest rate for periods within the contractual life of the stock options is based on the U.S. Treasury yield curve in effect at the time of the grant. W e based our expected term on the simplified method as described under the SEC Staff Accounting Bulletin No. 107. Under this approach the expected term is 6 years. The 2017 2016 2015 Weighted average expected volatility 26.74 % 25.15 % 25.07 % Weighted average risk-free interest rate 2.07 % 1.19 % 1.97 % Expected dividends 0.00 % 0.00 % 0.00 % Expected term 6.0 years 6.0 years 6.0 years Restricted Stock Units — Employee restricted stock unit awards generally vest based on the passage of time. These awards generally vest one-third on each anniversary of the grant date. Director restricted stock units 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 December 31, 2017, 100 thousand director restricted stock units have been earned and deferred. The following table summarizes the restricted stock unit activity during the year ended December 31, 2017: Weighted Weighted Employee Average Director Average Restricted Grant Date Restricted Grant Date Stock Units Fair Value Stock Units Fair Value (In thousands) (In thousands) Outstanding, at January 1, 2017 516 $ 87.03 104 $ 57.78 Granted 320 82.26 16 84.66 Vested (175 ) 84.79 (3 ) 100.30 Forfeited (114 ) 84.76 — — Outstanding, at December 31, 2017 547 85.41 117 60.21 Year Ended December 31, 2017 2016 2015 (In millions) Compensation expense $ 22.0 $ 17.3 $ 11.7 Fair value of vested restricted stock units 14.0 16.3 14.9 Tax benefit recognized from vested restricted stock units 5.1 5.7 4.9 Future compensation costs related to restricted stock units are approximately $26.2 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 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. During the year ended December 31, 2017, based on achievement of operating performance measures, 72,335 performance units were converted into 81,556 shares of common stock, an average conversion ratio of 1.13 shares for each performance unit. The following table summarizes the performance unit activity during the year ended December 31, 2017: Performance Units Weighted Average Grant Date Fair Value (In thousands) Unvested, at January 1, 2017 246 $ 85.16 Granted 114 84.66 Vested (72 ) 79.89 Forfeited (24 ) 87.94 Unvested, at December 31, 2017 264 86.13 Year Ended December 31, 2017 2016 2015 (In millions) Compensation expense $ (0.8 ) $ 5.4 $ 4.6 Fair value of vested performance units 7.8 8.0 5.1 Tax benefit recognized from performance units vested 2.5 4.1 1.9 Future compensation costs related to the performance units are estimated to be approximately $1.3 1.4 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 16. 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: Foreign Currency Translation (1) Unrecognized Pension and Postretirement Benefits (2) Accumulated Other Comprehensive Loss (In millions) Balance at January 1, 2015 $ (51.3 ) $ (13.0 ) $ (64.3 ) Other comprehensive loss (49.2 ) — (49.2 ) Reclassifications from accumulated other comprehensive loss — 0.1 0.1 Other comprehensive (loss) income (49.2 ) 0.1 (49.1 ) Balance at December 31, 2015 (100.5 ) (12.9 ) (113.4 ) Other comprehensive income 11.1 — 11.1 Reclassifications from accumulated other comprehensive loss — 1.0 1.0 Other comprehensive income 11.1 1.0 12.1 Balance at December 31, 2016 (89.4 ) (11.9 ) (101.3 ) Other comprehensive income 32.2 1.5 33.7 Reclassifications from accumulated other comprehensive loss — 6.1 6.1 Other comprehensive income 32.2 7.6 39.8 Balance at December 31, 2017 $ (57.2 ) $ (4.3 ) $ (61.5 ) (1) The foreign currency translation adjustment is not net of tax, as it pertains to the Company’s permanent investment in its foreign subsidiaries. (2) The unrecognized pension and postretirement benefits reclassification is presented net of tax of $4.7 million and $0.7 million for the years ended December 31, 2017 and 2016. For the year ended December 31, 2015 the tax impact was insignificant. Reclassifications from Accumulated Other Comprehensive Loss Affected line in the Consolidated Statements of Operations Year Ended December 31, 2017 2016 2015 (In millions) Amortization of defined benefit pension and postretirement items: Prior service costs $ 0.2 $ 0.1 $ 0.1 (a) Unrecognized net loss 0.9 1.4 1.6 (a) Actuarial adjustment — 0.2 (1.6 ) (b) Divestiture 8.7 — — Other operating expense, net Total before tax 9.8 1.7 0.1 Income taxes (3.7 ) (0.7 ) — Income taxes Net of tax $ 6.1 $ 1.0 $ 0.1 (a) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost. See Note 17 for additional details. (b) Represents the actuarial adjustments needed to adjust the Accumulated other comprehensive loss balance to actual. |
Employee Pension and Postretire
Employee Pension and Postretirement Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Pension and Postretirement Benefit Plans | 17. EMPLOYEE PENSION AND POSTRETIREMENT BENEFIT PLANS Pension and Postretirement Benefits — Certain of our employees and retirees participate in pension and other postretirement benefit plans. In connection with the acquisition of the Private Brands Business, the Company acquired three pension plans and one postretirement benefit plan. The obligations related to these plans were assumed by the Company at the acquisition date. Employee benefit plan obligations and expenses included in the 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. Defined Contribution Plans — Certain of our non-union employees participate in savings and profit sharing plans. These plans generally provide for salary reduction contributions to the plans on behalf of the participants of between 1% and 80% of a participant’s annual compensation and provide for employer matching and profit sharing contributions. The Company established a tax-qualified defined contribution plan to manage the assets. For 2017, 2016, and 2015, the Company made matching contributions to the plan of $22.1 million, $18.7 million, and $6.7 million, respectively. Multiemployer Pension Plans — The Company contributes to several multiemployer pension plans on behalf of employees covered by collective bargaining agreements. These plans are administered jointly by management and union representatives and cover substantially all full-time and certain part-time union employees who are not covered by other plans. The risks of participating in multiemployer plans are different from single-employer plans in the following aspects: (1) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers, (2) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers, and (3) if the Company chooses to stop participating in a multiemployer plan, we could, under certain circumstances, be liable for unfunded vested benefits or other expenses of jointly administered union/management plans. The Company partially withdrew from the Western Conference of Teamsters Pension Trust Plan as a result of the closure of our City of Industry, California facility during 2016, which was announced in November 2015. The Company is liable for a share of the plan’s unfunded vested benefits. An estimated partial withdrawal liability of approximately $0.8 million was accrued as of December 31, 2016 and 2017. It will not result in a full withdrawal. No other liabilities were established, as withdrawal from the remaining plans is not probable. In 2017, 2016, and 2015, the contributions to these plans, excluding withdrawal payments, were $3.3 million, $3.2 million, and $1.4 million, respectively. The Company’s participation in multiemployer pension plans is outlined in the table below. The EIN column provides the Employer Identification Number (“EIN”) of each plan. Unless otherwise noted, the most recent Pension Protection Act zone status available in 2017 and 2016 is for the plan’s years ended December 31, 2016, and 2015, respectively. The zone status is based on information that the Company received from the plan, and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are less than 80% funded, and plans in the green zone are at least 80% funded. The FIP column indicates plans for which a financial improvement plan “(“FIP”) is either pending or has been implemented. The last column lists the expiration dates of the collective bargaining agreements to which the plans are subject. The Company began participating in the Bakery and Confectionery Union and Industry International Pension Fund and the Retail, Wholesale and Department Store International Union and Industry Pension Fund in 2016 as a result of the acquisition of the Private Brands Business. There have been no other significant changes in the number of Company employees covered by the multiemployer plans or other significant events that would affect the comparability of contributions to the plans. Pension Protection Act Zone Status TreeHouse Foods Expiration Date EIN Plan Plan Year Ended December 31, FIP Implemented Contributions (in millions) Surcharge Imposed Of Collective Bargaining Plan Name Number Number 2016 2015 (yes or no) 2017 2016 2015 (yes or no) Agreement(s) Bakery and Confectionery Union and Industry 12/4/2020 International Pension Fund 52-6118572 1 Red Red Yes $ 1.7 $ 1.4 $ - Yes 7/25/2020 Central States Southeast and Southwest Areas Pension Fund 36-6044243 1 Red Red Yes $ 0.7 $ 0.7 $ 0.6 No 12/27/2019 Retail, Wholesale and Department Store International Union and Industry Pension Fund 63-708442 1 Red Red Yes $ 0.5 $ 0.5 $ - Yes 6/15/2019 Rockford Area Dairy Industry Local 754, Intl. Brotherhood of Teamsters Retirement Pension Plan 36-6067654 1 Green Green No $ 0.4 $ 0.4 $ 0.4 No 4/30/2017 Western Conference of Teamsters Pension Fund 91-6145047 1 Green Green No (1) $ 0.2 $ 0.3 No (1) ( 1) As described above, the Company closed the City of Industry, California facility during 2016. As a result, there is no collective bargaining agreement related to this plan. The Company was listed in the following plan’s Form 5500 as providing more than 5.0% of the total contributions for the following plan and plan years: Years Contribution to Plan Exceeded 5% of Total Contributions Plan Name: (as of December 31 of the Plan's Year-End) Rockford Area Dairy Industry Local 754, Intl. Brotherhood of Teamsters Retirement Pension Plan 2017, 2016, and 2015 Defined Benefit Pension Plans —The Company established a tax-qualified pension plan and master trust to manage the portion of the pension plan assets related to eligible salaried, non-union, and union employees not covered by a multiemployer pension plan. We also retain investment consultants to assist our Investment Committee with formulating a long-term investment policy for the master trust. The expected long-term rate of return on assets is based on projecting long-term market returns for the various asset classes in which the plan’s assets are invested, weighted by the target asset allocations. The estimated ranges are primarily based on observations of historical asset returns and their historical volatility. In determining the expected returns, we also consider consensus forecasts of certain market and economic factors that influence returns, such as inflation, gross domestic product trends, and dividend yields. Active management of the plan assets may result in adjustments to the historical returns. We review the rate of return assumption annually. A curtailment charge of $1.4 million was recorded in 2017 reflecting the freeze of several defined benefit pension plans. A lump sum settlement window was offered to approximately 1,474 terminated, vested participants in the U.S. Pension Plans. This window expired on October 31, 2107 and approximately 59% of these participants accepted the offer. Payments to participants who accepted the offer were made in the fourth quarter of 2017 and totaled $32.8 million. This amount is included in the Benefits paid line of the Change in benefit obligation table below. The Company’s overall investment strategy is to provide a regular and reliable source of income to meet the liquidity needs of the pension plans and minimize reliance on plan sponsor contributions as a source of benefit security. The Company’s investment policy includes various guidelines and procedures designed to ensure assets are invested in a manner necessary to meet expected future benefits earned by participants. Central to the policy are target allocation ranges by major asset classes. The objective of the target allocations is to ensure the assets are invested with the intent to protect pension plan assets so that such assets are preserved for the provision of benefits to participants and their beneficiaries and such long-term growth as may maximize the amounts available to provide such benefits without undue risk. Additionally, we consider the weighted average return of a capital markets model and historical returns on comparable equity, debt, and other investments. Our current asset mix guidelines, under the investment policy, target equities at 55% to 65% of the portfolio and fixed income at 35% to 45%. A t December 31, 2017, our master trust was invested as follows: equity securities of 60.6%, fixed income securities of 39.0%, and cash and cash equivalents of 0.4%. The fair value of the Company’s pension plan assets at December 31, 2017 and 2016 by asset category is as follows: Pension Plan Assets Fair Value Measurements at December 31, (h) 2017 2016 (in millions) Short Term Investment Fund (a) $ 1.2 $ 1.1 Aggregate Bond Index Fund (b) 54.8 63.7 U.S. Market Cap Equity Index Fund (c) 141.2 157.7 International All Country World Index Fund (d) 19.3 22.5 Collective Daily 1-5 Year Credit Bond Fund (e) 43.2 50.0 Emerging Markets Index Fund (f) 8.3 9.8 Daily High Yield Fixed Income Fund (g) 10.7 12.8 $ 278.7 $ 317.6 (a) This fund is an investment vehicle for cash reserves, which seeks to offer a competitive rate of return through a portfolio of high-grade, short term, and money market instruments. Principal preservation is the primary objective of this fund. (b) The primary objective of this fund is to hold a portfolio representative of the overall United States bond and debt market, as characterized by the Barclays Capital Aggregate Bond Index. (c) The primary objective of this fund is to approximate the risk and return characteristics of the Dow Jones U.S. ex-LP’s Total Stock Market Index. (d) The primary objective of this fund is to approximate the risk and return characteristics of the Morgan Stanley All Country World ex-US (MSCI ACWI ex-US) ND Index. This fund is commonly used to represent the non-U.S. equity in developed and emerging markets. (e) The primary objective of this fund is to hold a portfolio representative of the intermediate credit securities portion of the United States bond and debt markets, as characterized by the Barclays Capital U.S. 1-5 year Credit Bond Index. (f) The primary objective of this fund is to provide investment results that replicate the overall performance of the MSCI Emerging Markets Index. The Fund may make limited use of futures and/or options to maintain equity exposure. (g) The primary objective of this fund is to outperform the Barclay’s Capital High Yield Index over a market cycle while maintaining a similar level of volatility and credit quality as the index. This Fund can serve as a core bond investment position, providing exposure to the U.S. Fixed Income market. (h) As the fair values of all of these assets are measured using the net asset value per share practical expedient, levels within the fair value hierarchy are not provided for these assets. Pension benefits for eligible salaried and non-union employees were frozen in 2002 for years of creditable service. For these employees, incremental pension benefits are only earned for changes in compensation affecting final average pay. Pension benefits earned by union employees covered by collective bargaining agreements, but not participating in multiemployer pension plans, are earned based on creditable years of service and the specified benefit amounts negotiated as part of the collective bargaining agreements. The Company’s funding policy provides that annual contributions to the pension plan master trust will be at least equal to the minimum amounts required by Employee Retirement Income Security Act of 1974, as amended. The Company estimates that its 2018 contributions to its pension plans will be $1.5 million. Other Postretirement Benefits — Certain employees participate in benefit programs that provide certain health care and life insurance benefits for retired employees and their eligible dependents. The plans are unfunded. The Company estimates that its 2018 contributions to its postretirement benefit plans will be $1.8 million. The measurement date for the other postretirement benefit plans is December 31. The Company contributes to certain multiemployer postretirement benefit plans other than pensions on behalf of employees covered by collective bargaining agreements. These plans are administered jointly by management and union representatives and cover all eligible retirees. These plans are primarily health and welfare funds and carry the same multiemployer risks as identified at the beginning of this Note. Total contributions to these plans were $0.3 million, $2.8 million, and $2.6 million ended December 31, 2017, 2016, and 2015, respectively. The decline in total contributions from 2016 to 2017 was related to the divestiture of the Soup and Infant Feeding business. The following table summarizes information about our pension and postretirement benefit plans for the years ended December 31, 2017 and 2016: Pension Benefits Postretirement Benefits 2017 2016 2017 2016 (in millions) Change in benefit obligations: Benefit obligation, at beginning of year $ 384.1 $ 67.9 $ 29.8 $ 3.0 Service cost 3.6 4.3 — 0.1 Interest cost 14.7 15.1 1.2 1.2 Acquisition (divestiture) (1) (37.9 ) 303.1 (1.9 ) 28.2 Liability loss (gain) due to curtailment (1.4 ) — — — Actuarial losses (gains) 13.0 6.0 6.3 (1.2 ) Benefits paid (50.9 ) (12.3 ) (1.6 ) (1.5 ) Benefit obligation, at end of year $ 325.2 $ 384.1 $ 33.8 $ 29.8 Change in plan assets: Fair value of plan assets, at beginning of year $ 317.6 $ 49.4 $ — $ — Actual return on plan assets 38.9 21.5 — — Company contributions 2.3 3.8 1.6 1.5 Acquisition (divestiture) (29.1 ) 255.2 — — Benefits paid (50.9 ) (12.3 ) (1.6 ) (1.5 ) Fair value of plan assets, at end of year $ 278.8 $ 317.6 $ — $ — Funded status of the plan $ (46.4 ) $ (66.5 ) $ (33.8 ) $ (29.8 ) Amounts recognized in the Consolidated Balance Sheets: Current liability $ (0.7 ) $ (0.7 ) $ (1.8 ) $ (1.6 ) Non-current liability (45.7 ) (65.8 ) (32.0 ) (28.2 ) Net amount recognized $ (46.4 ) $ (66.5 ) $ (33.8 ) $ (29.8 ) Amounts recognized in Accumulated other comprehensive income (loss): Net actuarial (gain) loss $ 1.3 $ 19.4 $ 5.0 $ (1.0 ) Prior service cost 0.9 1.2 — (0.1 ) Total, before tax effect $ 2.2 $ 20.6 $ 5.0 $ (1.1 ) (1) - The amounts recorded in 2017 relate to the divestiture of the Soup and Infant Feeding business. The amounts recorded in 2016 relate to the acquisition of the Private Brands Business. Pension Benefits 2017 2016 (in millions) Accumulated benefit obligation $ 320.9 $ 376.0 Weighted average assumptions used to determine the pension benefit obligations: Discount rate 3.70 % 4.25 % Rate of compensation increases 3.50%-4.00% 3.00%-4.00% The key actuarial assumptions used to determine the postretirement benefit obligations as of December 31, 2017 and 2016 are as follows: 2017 2016 Pre-65 Post-65 Pre-65 Post-65 Health care cost trend rates: Health care cost trend rate for next year 8.20 % 10.10 % 8.00 % 7.00 % Ultimate rate 4.50 % 4.50 % 5.00 % 5.00 % Discount rate 3.70 % 3.70 % 4.25 % 4.25 % Year ultimate rate achieved 2026 2026 2023 2023 The following table summarizes the net periodic cost of our pension and postretirement benefit plans for the years ended December 31, 2017, 2016, and 2015: Pension Benefits Postretirement Benefits 2017 2016 2015 2017 2016 2015 (in millions) (in millions) Components of net periodic costs: Service cost $ 3.6 $ 4.3 $ 2.4 $ — $ 0.1 $ — Interest cost 14.7 15.1 2.9 1.2 1.2 0.1 Expected return on plan assets (17.4 ) (16.5 ) (3.1 ) — — — Amortization of unrecognized prior service cost 0.2 0.2 0.2 — (0.1 ) (0.1 ) Amortization of unrecognized net (gain) loss 0.9 1.4 1.5 — — 0.1 Settlement expense (income) 0.2 — — — — — Curtailment expense (income) (1.4 ) — — — — — Net periodic cost $ 0.8 $ 4.5 $ 3.9 $ 1.2 $ 1.2 $ 0.1 Pension Benefits Postretirement Benefits 2017 2016 2015 2017 2016 2015 Weighted average assumptions used to determine the periodic benefit costs: Discount rate 4.25 % 4.50 % 4.25 % 4.25 % 4.50 % 4.25 % Rate of compensation increases 3.50%-4.00% 3.00%-4.00% 3.00%-4.00% — — — Expected return on plan assets 6.00 % 6.00 % 6.00 % — — — The estimated amount that will be amortized from accumulated other comprehensive loss into net periodic cost in 2018 is as follows: Pension Postretirement (in millions) Net actuarial loss (gain) $ 0.6 $ 0.1 Prior service cost $ 0.2 $ — Estimated future pension and postretirement benefit payments from the plans are as follows: Pension Benefit Postretirement Benefit (in millions) 2018 $ 18.6 $ 1.8 2019 $ 19.2 $ 1.9 2020 $ 19.5 $ 1.9 2021 $ 20.1 $ 2.0 2022 $ 20.7 $ 2.1 2023-27 $ 95.9 $ 10.9 The effect of a 1% change in health care trend rates would have the following effects on the postretirement benefit plan: 2017 (in millions) 1% Increase: Benefit obligation, end of year $ 3.4 Service cost plus interest cost for the year $ 0.1 1% Decrease: Benefit obligation, end of year $ (2.9 ) Service cost plus interest cost for the year $ (0.1 ) Most of our employees are not eligible for postretirement medical benefits and of those that are, the majority are covered by a multi-employer plan in which expenses are paid as incurred. The effect on those covered by plans for which we maintain a liability was not significant. |
Other Operating Expense, Net
Other Operating Expense, Net | 12 Months Ended |
Dec. 31, 2017 | |
Other Income And Expenses [Abstract] | |
Other Operating Expense, Net | 18. OTHER OPERATING EXPENSE, NET The Company incurred other operating expense for the years ended December 31, 2017, 2016, and 2015, respectively, which consisted of the following: Year Ended December 31, 2017 2016 2015 (in millions) Restructuring and margin improvement activities $ 41.4 $ 13.5 $ 1.8 Loss on divestiture 86.0 — — Other 1.3 1.2 — Total other operating expense, net $ 128.7 $ 14.7 $ 1.8 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 19 . COMMITMENTS AND CONTINGENCIES We lease certain property, plant, equipment, and distribution warehouses used in our operations under both capital and operating lease agreements. These leases have terms ranging from one to forty-one years. Rent expense under operating lease commitments was $56.9 million, $53.2 million, and $31.9 million, for the years ended December 31, 2017, 2016, and 2015, respectively. The composition of capital leases, which are reflected as Property, plant, and equipment in the Consolidated Balance Sheets, is as follows: December 31, 2017 2016 (in millions) Machinery and equipment $ 4.5 $ 17.4 Less accumulated amortization (2.0 ) (8.2 ) Total $ 2.5 $ 9.2 Future minimum payments at December 31, 2017 under non-cancelable capital leases and operating leases are summarized as follows: Capital Leases Operating Leases (in millions) 2018 $ 1.3 $ 42.0 2019 1.1 34.6 2020 0.3 32.7 2021 0.2 28.2 2022 0.1 18.5 Thereafter 0.3 59.4 Total minimum payments $ 3.3 $ 215.4 Less amount representing interest (0.2 ) Present value of capital lease obligations $ 3.1 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’ The next status date for the Public Employees’ matter is set for March 8, 2018. Additionally, due to the similarity of the complaints, the parties in Wells and Lavin have entered stipulations deferring the litigation until the earlier of (i) the court in Public Employees’ entering an order resolving defendants’ anticipated motion to dismiss therein or (ii) plaintiffs’ counsel receiving notification of a settlement of Public Employees’ or until otherwise agreed to by the Parties. The next status date in Wells is April 27, 2018. There is no set status date in Lavin at this time. In addition, the Company is party in the ordinary course of business to certain claims, litigation, audits, and investigations. The Company will record an accrual for a loss contingency when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has established adequate accruals for liabilities that are probable and reasonably estimable that may be incurred in connection with any such currently pending or threatened matter, none of which are significant. In the Company’s opinion, the settlement of any such currently pending or threatened matter is not expected to have a material impact on the Company’s financial position, results of operations, or cash flows. On October 29, 2017, Mr. Robert Aiken resigned as the Company’s President and Chief Operating Officer. On December 1, 2017, Mr. Aiken filed a demand for arbitration under his employment agreement. Shortly thereafter, the Company filed a counterclaim in arbitration against Mr. Aiken. At this time, no dates have been set for the arbitration and fact discovery has yet to commence. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 20. DERIVATIVE INSTRUMENTS The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by derivative instruments include interest rate risk, foreign currency risk, and commodity price risk. Derivative contracts are entered into for periods consistent with the related underlying exposure and do not constitute positions independent of those exposures. The Company does not enter into derivative instruments for trading or speculative purposes. Interest Rate Risk — The Company manages its exposure to changes in interest rates by optimizing the use of variable-rate and fixed-rate debt and by utilizing interest rate swaps to hedge our exposure to changes in interest rates, to reduce the volatility of our financing costs, and to achieve a desired proportion of fixed versus floating-rate debt, based on current and projected market conditions, 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 Consolidated Statements of Operations, with their fair value recorded on the Consolidated Balance Sheets. Foreign Currency Risk — 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 Consolidated Statements of Operations, with their fair value recorded on the Consolidated Balance Sheets. As of December 31, 2017, the Company had $27.0 million of U.S. dollar foreign currency contracts outstanding, expiring throughout 2018. Commodity Risk — 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 Consolidated Balance Sheets, with changes in value being recorded in the 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 December 31, 2017, the Company had outstanding contracts for the purchase of 0.3 million megawatts of electricity, expiring throughout 2018, 2019, and 2020; 8.8 million gallons of diesel, expiring throughout 2018; 3.2 million dekatherms of natural gas, expiring throughout 2018; 0.9 million bushels of corn, expiring throughout 2018. The following table identifies the derivative, its fair value, and location on the Consolidated Balance Sheets: Fair Value December 31, Balance Sheet Location 2017 2016 (In millions) Asset Derivatives Commodity contracts Prepaid expenses and other current assets $ 2.7 $ 1.0 Foreign currency contracts Prepaid expenses and other current assets 0.5 0.7 Interest rate swap agreements Prepaid expenses and other current assets 11.9 10.4 $ 15.1 $ 12.1 Liability Derivatives Commodity contracts Accounts payable and accrued expenses $ 1.2 $ 0.5 $ 1.2 $ 0.5 We recorded the following gains and losses on our derivative contracts in the Consolidated Statements of Operations: Location of Gain (Loss) Year Ended December 31, Recognized in Net Income (Loss) 2017 2016 (In millions) Mark-to-market unrealized gain (loss): Commodity contracts Other (income) expense, net $ 1.0 $ 4.3 Foreign currency contracts Other (income) expense, net (0.2 ) (0.6 ) Interest rate swap agreements Other (income) expense, net 1.5 10.4 Total unrealized gain (loss) 2.3 14.1 Realized gain (loss): Commodity contracts Manufacturing related to Cost of sales and transportation related to Selling and distribution 0.8 (0.5 ) Foreign currency contracts Cost of sales (0.6 ) (1.8 ) Interest rate swap agreements Interest expense 1.1 — Total realized gain (loss) 1.3 (2.3 ) Total gain (loss) $ 3.6 $ 11.8 |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 21. FAIR VALUE The following table presents the carrying value and fair value of our financial instruments as of December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Level (In millions) (In millions) Not recorded at fair value (liability): Revolving Credit Facility $ — $ — $ (170.0 ) $ (167.1 ) 2 Term Loan A $ (498.8 ) $ (500.7 ) $ (288.0 ) $ (288.10 ) 2 Term Loan A-1 $ (897.8 ) $ (900.0 ) $ (180.0 ) $ (180.30 ) 2 Term Loan A-2 $ — $ — $ (1,005.8 ) $ (1,007.40 ) 2 2022 Notes $ (400.0 ) $ (405.0 ) $ (400.0 ) $ (410.00 ) 2 2024 Notes $ (775.0 ) $ (806.0 ) $ (775.0 ) $ (809.90 ) 2 Recorded on a recurring basis at fair value asset (liability): Commodity contracts $ 1.5 $ 1.5 $ 0.5 $ 0.5 2 Foreign currency contracts $ 0.5 $ 0.5 $ 0.7 $ 0.7 2 Interest rate swap agreements $ 11.9 $ 11.9 $ 10.4 $ 10.4 2 Investments $ 14.1 $ 14.1 $ 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 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 Consolidated Balance Sheets. |
Segment and Geographic Informat
Segment and Geographic Information and Major Customers | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information and Major Customers | 22. SEGMENT AND GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS In the first quarter of 2017, the Company completed changes in its organizational structure that resulted in a change in how the Company manages its business and allocates resources. Our reportable segments are now organized and managed by products: Baked Goods, Beverages, Condiments, Meals, and Snacks. Previously, our reportable segments were organized and managed by customer channels: North American Retail Grocery, Food Away From Home, and Industrial and Export. All prior period information has been recast to reflect this change. The Company manages operations on a company-wide basis, thereby making determinations as to the allocation of resources in total rather than on a segment-level basis. The Company has designated reportable segments based on how management views its business. The Company does not segregate assets between segments for internal reporting. Therefore, asset-related information has not been presented. The reportable segments, as presented below, are consistent with the manner in which the Company reports its results to the Chief Operating Decision Maker. Our segments are as follows: Baked Goods – 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. Financial information relating to the Company’s reportable segments is as follows: Year Ended December 31, 2017 2016 2015 (In millions) Net sales to external customers: Baked Goods $ 1,403.9 $ 1,288.2 $ — Beverages 1,073.4 973.0 918.8 Condiments 1,300.6 1,258.1 1,075.5 Meals 1,189.2 1,335.2 552.8 Snacks 1,334.5 1,330.5 659.3 Unallocated 5.5 (9.9 ) — Total $ 6,307.1 $ 6,175.1 $ 3,206.4 Direct operating income: Baked Goods $ 175.5 $ 162.4 $ — Beverages 226.9 244.7 225.9 Condiments 136.5 154.1 143.2 Meals 137.3 137.1 26.7 Snacks 25.5 66.2 64.3 Total 701.7 764.5 460.1 Unallocated selling, general, and administrative expenses (299.7 ) (349.9 ) (156.9 ) Unallocated cost of sales (1) (26.2 ) (24.7 ) (1.1 ) Unallocated corporate expense and other (2) (787.0 ) (486.7 ) (62.4 ) Operating (loss) income (411.2 ) (96.8 ) 239.7 Other expense (113.4 ) (98.6 ) (68.5 ) (Loss) income before income taxes $ (524.6 ) $ (195.4 ) $ 171.2 Depreciation: Baked Goods $ 45.4 $ 49.0 $ — Beverages 22.2 18.9 18.3 Condiments 21.6 24.9 18.7 Meals 32.6 55.1 14.5 Snacks 15.1 14.2 5.2 Corporate office (3) 36.5 16.3 4.7 Total $ 173.5 $ 178.4 $ 61.5 (1) Includes charges related to restructurings and other costs managed at corporate. (2) Includes impairments of goodwill and other intangible assets. (3) Includes accelerated depreciation related to restructurings. Geographic Information — The Company had revenues from customers outside of the United States of approximately 8.8%, 8.7%, and 11.9% of total consolidated net sales in 2017, 2016, and 2015, respectively, with 6.8%, 6.9%, and 10.8% of total consolidated net sales going to Canada in 2017, 2016, and 2015, respectively. Sales are determined based on the customer destination where the products are shipped. Long-lived assets consist of net property, plant, and equipment. The geographic location of long-lived assets is as follows: December 31, 2017 2016 (in millions) Long-lived assets: United States $ 1,137.9 $ 1,212.1 Canada 136.8 128.9 Other 19.7 18.3 Total $ 1,294.4 $ 1,359.3 Major Customers — Walmart Stores, Inc. and affiliates accounted for approximately 22.0%, 18.7%, and 20.7% of consolidated net sales in 2017, 2016, and 2015, respectively. Costco accounted for approximately 10.3% of consolidated net sales in 2017, with less than 10% in previous years. No other customer accounted for more than 10% of our consolidated net sales. Total trade receivables with Walmart Stores, Inc. and affiliates represented approximately 21.8% and 18.6% of our total trade receivables as of December 31, 2017 and 2016, respectively. Total trade receivables with Costco represented approximately 6.4% as of December 31, 2017. Product Information — The following table presents the Company’s net sales by major products for the years ended December 31, 2017, 2016 and 2015. In the first quarter of 2017, the Company changed the product categories to align with the changes in organizational structure. All prior period information has been recast to reflect this change. Year Ended December 31, 2017 2016 2015 (In millions) Products: Dressings and sauces $ 979.0 $ 940.7 $ 759.9 Snack nuts 911.2 803.5 355.5 Beverages 745.4 662.4 582.8 Retail bakery 713.7 663.2 — Baked products 690.2 625.0 — Cereals and other meals 617.4 786.4 421.5 Pasta and dry dinners 571.8 548.7 131.3 Trail mix and bars 428.8 517.1 303.8 Beverage enhancers 328.0 310.7 336.0 Pickles 321.6 317.4 315.6 Total net sales $ 6,307.1 $ 6,175.1 $ 3,206.4 |
Quarterly Results of Operations
Quarterly Results of Operations (unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (unaudited) | 23. QUARTERLY RESULTS OF OPERATIONS (unaudited) The following is a summary of our unaudited quarterly results of operations for 2017 and 2016: Quarter First (2) Second Third Fourth (in millions, except per share data) Fiscal 2017 Net sales $ 1,536.2 $ 1,522.2 $ 1,548.8 $ 1,699.9 Gross profit 286.4 276.9 260.1 260.6 (Loss) income before income taxes 39.7 (56.0 ) 30.1 (538.4 ) Net (loss) income 28.2 (34.2 ) 28.8 (309.0 ) Net (loss) income per common share: Basic (1) 0.50 (0.60 ) 0.50 (5.40 ) Diluted (1) 0.49 (0.60 ) 0.50 (5.40 ) Fiscal 2016 Net sales $ 1,270.2 $ 1,541.4 $ 1,586.8 $ 1,776.7 Gross profit 224.6 265.8 285.5 349.5 (Loss) income before income taxes (4.8 ) 22.2 52.6 (265.4 ) Net (loss) income (3.1 ) 18.9 37.4 (281.8 ) Net (loss) income per common share: Basic (1) (0.06 ) 0.34 0.66 (4.96 ) Diluted (1) (0.06 ) 0.33 0.65 (4.96 ) (1) Due to rounding and the fluctuations in shares, the sum of the four quarters may not be the same as the total for the year. (2) The Company acquired the Private Brands Business on February 1, 2016. |
GUARANTOR AND NON-GUARANTOR FIN
GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | 24. 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 Condensed Supplemental Consolidating Balance Sheet December 31, 2017 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 83.2 $ 0.2 $ 49.4 $ — $ 132.8 Investments — — 14.1 — 14.1 Accounts receivable, net 0.2 297.1 32.5 — 329.8 Inventories, net — 803.1 115.2 — 918.3 Prepaid expenses and other current assets 69.8 32.0 20.0 (32.1 ) 89.7 Total current assets 153.2 1,132.4 231.2 (32.1 ) 1,484.7 Property, plant, and equipment, net 29.3 1,108.7 156.4 — 1,294.4 Goodwill — 2,057.3 124.7 — 2,182.0 Investment in subsidiaries 4,945.5 582.6 — (5,528.1 ) — Intercompany accounts (payable) receivable, net (328.6 ) 274.5 54.1 — — Deferred income taxes 15.1 — — (15.1 ) — Intangible and other assets, net 62.5 652.1 103.6 — 818.2 Total assets $ 4,877.0 $ 5,807.6 $ 670.0 $ (5,575.3 ) $ 5,779.3 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 53.3 $ 513.8 $ 54.7 $ (32.1 ) $ 589.7 Current portion of long-term debt 9.0 1.1 — — 10.1 Total current liabilities 62.3 514.9 54.7 (32.1 ) 599.8 Long-term debt 2,533.8 1.4 0.5 — 2,535.7 Deferred income taxes — 167.3 26.2 (15.1 ) 178.4 Other long-term liabilities 17.6 178.5 6.0 — 202.1 Stockholders’ equity 2,263.3 4,945.5 582.6 (5,528.1 ) 2,263.3 Total liabilities and stockholders’ equity $ 4,877.0 $ 5,807.6 $ 670.0 $ (5,575.3 ) $ 5,779.3 Condensed Supplemental Consolidating Balance Sheet December 31, 2016 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor 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 36.6 17.4 — 77.6 Total current assets 23.6 1,282.9 254.2 — 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 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 $ 6,135.2 $ 621.6 $ (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 10.6 186.9 4.8 — 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 $ 6,135.2 $ 621.6 $ (5,571.6 ) $ 6,545.8 Condensed Supplemental Consolidating Statement of Operations Year Ended December 31, 2017 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 5,966.9 $ 695.3 $ (355.1 ) $ 6,307.1 Cost of sales — 4,975.7 602.5 (355.1 ) 5,223.1 Gross profit — 991.2 92.8 — 1,084.0 Selling, general, and administrative expense 114.4 548.8 39.5 — 702.7 Amortization expense 12.9 91.6 9.6 — 114.1 Impairment of goodwill and other intangible assets — 549.7 — — 549.7 Other operating expense, net 9.0 116.1 3.6 — 128.7 Operating (loss) income (136.3 ) (315.0 ) 40.1 — (411.2 ) Interest expense 128.3 0.3 6.4 (8.2 ) 126.8 Interest income (2.2 ) (8.2 ) (2.1 ) 8.2 (4.3 ) Other (income) expense, net (1.7 ) (261.7 ) (5.6 ) 259.9 (9.1 ) (Loss) income before income taxes (260.7 ) (45.4 ) 41.4 (259.9 ) (524.6 ) Income taxes (100.0 ) (146.6 ) 8.2 — (238.4 ) Equity in net income (loss) of subsidiaries 134.1 32.9 — (167.0 ) — Net income (loss) $ (26.6 ) $ 134.1 $ 33.2 $ (426.9 ) $ (286.2 ) Condensed Supplemental Consolidating Statements of Operations Year Ended December 31, 2016 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 5,839.0 $ 646.3 $ (310.2 ) $ 6,175.1 Cost of sales — 4,810.2 549.7 (310.2 ) 5,049.7 Gross profit — 1,028.8 96.6 — 1,125.4 Selling, general, and administrative expense 132.4 553.6 59.4 — 745.4 Amortization expense 9.4 91.2 9.3 — 109.9 Impairment of goodwill and other intangible assets — 337.2 15.0 — 352.2 Other operating expense, net — 12.7 2.0 — 14.7 Operating (loss) income (141.8 ) 34.1 10.9 — (96.8 ) Interest expense 118.2 0.3 5.5 (4.8 ) 119.2 Interest income (2.2 ) (5.2 ) (1.6 ) 4.8 (4.2 ) Other (income), net (10.4 ) 0.5 (6.5 ) — (16.4 ) (Loss) income before income taxes (247.4 ) 38.5 13.5 — (195.4 ) Income taxes (94.5 ) 134.4 (6.7 ) — 33.2 Equity in net income (loss) of subsidiaries (75.7 ) 20.1 — 55.6 — Net income (loss) $ (228.6 ) $ (75.8 ) $ 20.2 $ 55.6 $ (228.6 ) Condensed Supplemental Consolidating Statements of Operations Year Ended December 31, 2015 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 3,023.0 $ 419.2 $ (235.8 ) $ 3,206.4 Cost of sales — 2,434.1 363.8 (235.8 ) 2,562.1 Gross profit — 588.9 55.4 — 644.3 Selling, general, and administrative expense 73.2 233.8 35.2 — 342.2 Amortization expense 8.1 42.6 9.9 — 60.6 Impairment of goodwill and other intangible assets — — — — — Other operating expense, net — 1.8 — — 1.8 Operating (loss) income (81.3 ) 310.7 10.3 — 239.7 Interest expense 43.8 0.4 7.0 (5.7 ) 45.5 Interest income (1.5 ) (5.7 ) (1.5 ) 5.7 (3.0 ) Other (income) expense, net — 20.3 5.7 — 26.0 (Loss) income before income taxes (123.6 ) 295.7 (0.9 ) — 171.2 Income taxes (47.2 ) 105.7 (2.2 ) — 56.3 Equity in net income (loss) of subsidiaries 191.3 1.4 — (192.7 ) — Net income (loss) $ 114.9 $ 191.4 $ 1.3 $ (192.7 ) $ 114.9 Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2017 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ (26.6 ) $ 134.1 $ 33.2 $ (426.9 ) $ (286.2 ) Other comprehensive income: Foreign currency translation adjustments — — 32.2 — 32.2 Pension and postretirement reclassification adjustment, net of tax — 7.6 — — 7.6 Other comprehensive income — 7.6 32.2 — 39.8 Equity in other comprehensive income (loss) of subsidiaries 39.8 32.2 — (72.0 ) — Comprehensive income (loss) $ 13.2 $ 173.9 $ 65.4 $ (498.9 ) $ (246.4 ) Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2016 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ (228.6 ) $ (75.8 ) $ 20.2 $ 55.6 $ (228.6 ) Other comprehensive income: Foreign currency translation adjustments — — 11.1 — 11.1 Pension and postretirement reclassification adjustment, net of tax — 1.0 — — 1.0 Other comprehensive income — 1.0 11.1 — 12.1 Equity in other comprehensive income (loss) of subsidiaries 12.2 11.1 — (23.3 ) — Comprehensive income (loss) $ (216.4 ) $ (63.7 ) $ 31.3 $ 32.3 $ (216.5 ) Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2015 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ 114.9 $ 191.4 $ 1.3 $ (192.7 ) $ 114.9 Other comprehensive income: Foreign currency translation adjustments — — (49.2 ) — (49.2 ) Pension and postretirement reclassification adjustment, net of tax — 0.1 — — 0.1 Other comprehensive income (loss) — 0.1 (49.2 ) — (49.1 ) Equity in other comprehensive (loss) income of subsidiaries (49.1 ) (49.2 ) — 98.3 — Comprehensive income (loss) $ 65.8 $ 142.3 $ (47.9 ) $ (94.4 ) $ 65.8 Condensed Supplemental Consolidating Statement of Cash Flows Year Ended December 31, 2017 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities (149.5 ) 1,047.1 $ 35.3 $ (426.9 ) $ 506.0 Cash flows from investing activities: Additions to property, plant, and equipment (4.2 ) (137.4 ) (18.1 ) — (159.7 ) Additions to intangible assets (25.5 ) (0.5 ) (0.1 ) — (26.1 ) Intercompany transfer 403.4 (402.0 ) (38.7 ) 37.3 — Proceeds from sale of fixed assets — 8.3 0.1 — 8.4 Purchase of investments — — (1.2 ) — (1.2 ) Proceeds from sale of business unit — 18.5 0.3 — 18.8 Other — — — — — Net cash provided by (used in) investing activities 373.7 (513.1 ) (57.7 ) 37.3 (159.8 ) Cash flows from financing activities: Net (repayment) borrowing of debt (252.2 ) (2.5 ) (0.1 ) — (254.8 ) Intercompany transfer 134.7 (531.5 ) 7.2 389.6 — Repurchases of common stock (28.7 ) — — — (28.7 ) Receipts related to stock-based award activities 12.1 — — — 12.1 Payments related to stock-based award activities (6.9 ) — — — (6.9 ) Net cash provided by (used in) financing activities (141.0 ) (534.0 ) 7.1 389.6 (278.3 ) Effect of exchange rate changes on cash and cash equivalents — — 2.8 — 2.8 Increase (decrease) in cash and cash equivalents 83.2 — (12.5 ) — 70.7 Cash and cash equivalents, beginning of period — 0.2 61.9 — 62.1 Cash and cash equivalents, end of period $ 83.2 $ 0.2 $ 49.4 $ — $ 132.8 Condensed Supplemental Consolidating Statement of Cash Flows Year Ended December 31, 2016 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ (201.2 ) $ 609.4 $ 13.7 $ 56.7 $ 478.6 Cash flows from investing activities: Additions to property, plant, and equipment (7.0 ) (151.4 ) (16.8 ) — (175.2 ) Additions to intangible assets (9.7 ) (2.1 ) — — (11.8 ) Intercompany transfer 420.1 (117.8 ) — (302.3 ) — Acquisitions, less cash acquired (2,687.7 ) 0.3 43.0 — (2,644.4 ) Proceeds from sale of fixed assets — 1.7 — — 1.7 Other — (0.6 ) (1.0 ) — (1.6 ) Net cash (used in) provided by investing activities (2,284.3 ) (269.9 ) 25.2 (302.3 ) (2,831.3 ) Cash flows from financing activities: Net borrowing (repayment) of debt 1,580.3 (3.2 ) (0.1 ) — 1,577.0 Payment of deferred financing costs (34.3 ) — — — (34.3 ) Intercompany transfer 94.1 (336.1 ) (3.6 ) 245.6 — Net proceeds from issuance of common stock 835.1 — — — 835.1 Receipts related to stock-based award activities 8.7 — — — 8.7 Payments related to stock-based award activities (8.8 ) — — — (8.8 ) Net cash provided by (used in) financing activities 2,475.1 (339.3 ) (3.7 ) 245.6 2,377.7 Effect of exchange rate changes on cash and cash equivalents — — 2.2 — 2.2 (Decrease) increase in cash and cash equivalents (10.4 ) 0.2 37.4 — 27.2 Cash and cash equivalents, beginning of period 10.4 — 24.5 — 34.9 Cash and cash equivalents, end of period $ — $ 0.2 $ 61.9 $ — $ 62.1 Condensed Supplemental Consolidating Statement of Cash Flows Year Ended December 31, 2015 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 105.3 $ 357.4 $ 19.6 $ (191.7 ) $ 290.6 Cash flows from investing activities: Additions to property, plant, and equipment (0.9 ) (64.5 ) (7.3 ) — (72.7 ) Additions to intangible assets (11.8 ) (1.4 ) (0.2 ) — (13.4 ) Intercompany transfer (11.4 ) (114.9 ) — 126.3 — Acquisitions, less cash acquired — — — — — Proceeds from sale of fixed assets — 0.5 0.1 — 0.6 Other — — (0.8 ) — (0.8 ) Net cash (used in) provided by investing activities (24.1 ) (180.3 ) (8.2 ) 126.3 (86.3 ) Cash flows from financing activities: Net borrowing (repayment) of debt (211.5 ) (3.7 ) (0.1 ) — (215.3 ) Payment of deferred financing costs (0.2 ) — — — (0.2 ) Intercompany transfer 120.6 (175.0 ) (11.0 ) 65.4 — Receipts related to stock-based award activities 8.5 — — — 8.5 Payments related to stock-based award activities (6.7 ) — — — (6.7 ) Other (0.2 ) — — — (0.2 ) Net cash provided by (used in) financing activities (89.5 ) (178.7 ) (11.1 ) 65.4 (213.9 ) Effect of exchange rate changes on cash and cash equivalents — — (7.5 ) — (7.5 ) (Decrease) increase in cash and cash equivalents (8.3 ) (1.6 ) (7.2 ) — (17.1 ) Cash and cash equivalents, beginning of period 18.7 1.6 31.7 — 52.0 Cash and cash equivalents, end of period $ 10.4 $ — $ 24.5 $ — $ 34.9 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 25. SUBSEQUENT EVENTS Battle Creek Full Closure On January 31, 2018, the Company announced its intention to close its remaining operations in Battle Creek Michigan. In November 2016, the Company announced its initial decision to downsize the Battle Creek facility. Following completion of the first phase of downsizing, it was determined that the remaining operations would not be economically viable. Current production at Battle Creek will be moved to other cereal manufacturing facilities. The decision is consistent with the August 2017 announcement of TreeHouse 2020. The costs to close the remainder of the Battle Creek facility are expected to be approximately $15.2 million, of which approximately $8.8 million is expected to be in cash. Components of the charges include non-cash asset write-offs of approximately $6.4 million, employee-related costs of approximately $2.4 million, and other closure costs of approximately $6.4 million. Total expected costs to close decreased $14.8 million since the initial announcement due to revised estimates. Visalia Facility Closure On February 15, 2018, the Company announced the planned closure of its Visalia, California facility by the end of the first quarter of 2019. The plant primarily produces pretzels and cereal snack mixes for the Baked Goods segment. Current pretzel production will be moved to other TreeHouse manufacturing facilities prior to the plant closure. The decision is consistent with the August 2017 announcement of TreeHouse 2020. The costs to close the Visalia facility are expected to be approximately $21 million, of which approximately $8 million is expected to be in cash. Components of the charges include non-cash asset write-offs of approximately $13 million, employee-related costs of approximately $3 million, and other closure costs of approximately $5 million. |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation — The Consolidated Financial Statements include the accounts of TreeHouse Foods, Inc. and its 100% owned direct and indirect subsidiaries (the “Company,” “TreeHouse,” “we,” “us,” or “our”). All intercompany balances and transactions are eliminated in consolidation. Certain prior year amounts in the Consolidated Statements of Cash Flows have been reclassified to conform to the current period presentation. 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 allocates resources. See Note 22 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 of ConAgra Foods, Inc. (“Private Brands Business”) 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 first three quarters of 2016, which resulted in differences between the fiscal quarter ends of the Private Brands Business and the Company. In the fourth quarter of 2016, the Company changed the fiscal year end of the Private Brands Business to December 31. This change in reporting period for the Private Brands Business represents a change in accounting principle that is preferable as it provides more timely and relevant financial information to the users of its financial statements and eliminates the previously existing difference in reporting periods. The Company determined that it was impracticable to retrospectively apply this change to the first three quarters of 2016 as the data to determine the cumulative effect of the change was not available and cannot be prepared. Therefore, the Company reported the change in accounting principle prospectively in net income for the three months ended December 31, 2016 and did not retrospectively apply the effects of this change in prior periods, the cumulative effect of which the Company believes would be immaterial in all periods. |
Use of Estimates | Use of Estimates — The preparation of our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to use 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 Consolidated Financial Statements, and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from these estimates. |
Cash Equivalents | Cash Equivalents — We consider temporary cash investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2017 and 2016, $49.4 million and $61.9 million, respectively, represents cash and equivalents held in foreign jurisdictions, in local currencies, that are convertible into other currencies. The cash and equivalents held in foreign jurisdictions are expected to be used for general corporate purposes in foreign jurisdictions, including capital projects and acquisitions. The Prepaid expenses and other current assets line on the Consolidated Balance Sheets also includes restricted cash of $2.7 million as of December 31, 2017, which relates to cash held to meet certain insurance requirements. |
Inventories | Inventories — Inventories are stated at the lower of cost or market. Pickle inventories are valued using the LIFO method and a portion of our snack nuts inventories are valued using the weighted average costing approach, while all of our other inventories are valued using the FIFO method. The costs of finished goods inventories include raw materials, labor, and overhead costs. |
Property, plant, and equipment | Property, plant, and equipment — Property, plant, and equipment are stated at acquisition cost, plus capitalized interest on borrowings during the actual construction period of major capital projects. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets as follows: Asset Useful Life Buildings and improvements 12-40 years Machinery and equipment 3-15 years Office furniture and equipment 3-12 years We perform impairment tests when circumstances indicate that the carrying value of an asset may not be recoverable. Capitalized leases are amortized over the shorter of their lease term or their estimated useful lives, and amortization expense is included in depreciation expense. Expenditures for repairs and maintenance, which do not improve or extend the life of the assets, are expensed as incurred. |
Intangible and Other Assets | Intangible and Other Assets — Identifiable intangible assets with finite lives are amortized over their estimated useful lives as follows: Asset Useful Life Customer relationships 5 to 20 years Trademarks 10 to 20 years Non-competition agreements Based on the terms of the agreements Deferred financing costs associated with line-of-credit arrangements Based on the terms of the agreements Formulas/recipes 5 to 7 years Computer software 2 to 7 years All amortization expense related to intangible assets is recorded in the Amortization expense line of the Consolidated Statements of Operations. Indefinite lived trademarks are evaluated for impairment annually in the fourth quarter or more frequently, if events or changes in circumstances indicate that the asset might be impaired. Impairment is indicated when their book value exceeds fair value. If the fair value of an evaluated asset is less than its book value, the asset is written down to fair value, which is generally based on its discounted future cash flows. Amortizable intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an evaluation of the undiscounted cash flows indicates impairment, the asset is written down to its estimated fair value, which is generally based on discounted future cash flows. Goodwill is evaluated annually in the fourth quarter or more frequently, if events or changes in circumstances require an interim assessment. We assess goodwill for impairment (as of December 31) at the reporting unit level using income and market approaches, employing significant assumptions regarding growth, discount rates, and profitability at each reporting unit. Our estimates under the income approach are determined based on a discounted cash flow model. The market approach uses a market multiple methodology employing earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and applies a range of multiples to those amounts in determining the indicated fair value. In determining the multiples used in this approach, we obtain the multiples for selected peer companies using the most recent publically available information. In determining the indicated fair value of each reporting unit, the Company concludes based on the income approach, and uses the market approach to corroborate, as the Company believes the income approach is the most reliable indicator of the fair value of the reporting units. The resulting value is then compared to the carrying value of each reporting unit to determine if impairment is necessary. |
Stock-Based Compensation | Stock-Based Compensation — We measure compensation expense for our equity awards at their grant date fair value. The resulting expense is recognized over the relevant service period. See Note 15. |
Revenue Recognition | Revenue Recognition — Sales are recognized when persuasive evidence of an arrangement exists, the price is fixed or determinable, title and risk of loss transfer to the customer, and there is a reasonable assurance of collection of the sales proceeds. Product is shipped FOB shipping point or FOB destination, depending on our agreement with the customer. Sales are reduced by certain sales incentives, some of which are recorded by estimating expense based on our historical experience. |
Accounts Receivable | Accounts Receivable — We provide credit terms to customers in-line with industry standards, perform ongoing credit evaluations of our customers, and maintain allowances for potential credit losses based on historical experience. Customer balances are written off after all collection efforts are exhausted. Estimated product returns, which have not been material, are deducted from sales at the time of shipment. |
Income Taxes | Income Taxes — The provision for income taxes includes federal, foreign, state, and local income taxes currently payable, and those deferred because of temporary differences between the financial statement and tax bases of assets and liabilities. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using enacted tax rates. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred income tax expenses or credits are based on the changes in the asset or liability from period to period. We account for uncertain tax positions using a “more-likely-than-not” threshold. A tax benefit from an uncertain tax position is recognized if it is more-likely-than-not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position, or the statute of limitations concerning such issues lapses. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions — The functional currency of the Company’s foreign operations is the applicable local currency. The functional currency is translated into U.S. dollars for balance sheet accounts using currency exchange rates in effect as of the balance sheet date, and for revenue and expense accounts using a weighted-average exchange rate during the fiscal year. The translation adjustments are deferred as a separate component of Stockholders’ equity in Accumulated other comprehensive loss. Gains or losses resulting from transactions denominated in foreign currencies are included in Other income, net in the Consolidated Statements of Operations. |
Shipping and Handling Fees | Shipping and Handling Fees — Our shipping and handling costs are included in both cost of sales and selling and distribution expense, depending on the nature of such costs. Shipping and handling costs included in cost of sales reflect inventory warehouse costs, product loading and handling costs, and costs associated with transporting finished products from our manufacturing facilities to distribution warehouses. Shipping and handling costs included in selling and distribution expense consist primarily of the cost of shipping products to customers through third party carriers. Shipping and handling costs recorded as a component of selling and distribution expense were approximately $220.8 million, $198.8 million, and $87.2 million for the years ended December 31, 2017, 2016, and 2015, respectively. |
Derivative Financial Instruments | Derivative Financial Instruments — From time to time, we utilize derivative financial instruments including interest rate and commodity swaps, foreign currency contracts, and forward purchase contracts to manage our exposure to interest rate, foreign currency, and commodity price risks. We do not hold or issue financial instruments for speculative or trading purposes. The Company accounts for its derivative instruments as either assets or liabilities and carries them at fair value. Derivatives that are not designated as hedges according to GAAP must be adjusted to fair value through earnings. For derivative instruments that are designated as cash flow hedges, the effective portion of the gain or loss is reported as Accumulated other comprehensive loss and reclassified into earnings in the same period when the hedged transaction affects earnings. The ineffective gain or loss is recognized in current earnings. Commodity forward contracts 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 further information about our derivative instruments, see Note 20. |
Capital Lease Obligations | Capital Lease Obligations — Capital lease obligations represent machinery and equipment financing obligations, which are generally payable in monthly installments of principal and interest, and are collateralized by the related assets financed. |
Insurance Accrual | Insurance Accruals — We retain selected levels of property and casualty risks, primarily related to employee health care, workers’ compensation claims, and other casualty losses. Many of these potential losses are covered under conventional insurance programs with third party carriers having high deductible limits. In other areas, we are self-insured with stop-loss coverage. Accrued liabilities for incurred but not reported losses related to these retained risks are calculated based upon loss development factors that consider a number of elements, including claims history and expected trends. We develop these accruals with external insurance brokers and actuaries. |
Facility Closing and Reorganization Costs | Facility Closing and Reorganization Costs — We periodically record facility closing and reorganization charges when we have identified a facility for closure or other reorganization opportunity, developed a plan, and notified the affected employees. These charges are incurred as a component of operating (loss) income. See Note 3 for more information. |
Research and Development Costs | Research and Development Costs — We record research and development charges to expense as they are incurred and report them in the General and administrative expense line of our Consolidated Statements of Operations. Expenditures totaled $30.8 million, $29.6 million, and $14.3 million for the years ended December 31, 2017, 2016, and 2015, respectively. |
Advertising Costs | Advertising Costs —Advertising costs are expensed as incurred and reported in the Selling and distribution expense line of our Consolidated Statements of Operations. |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Assets | Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets as follows: Asset Useful Life Buildings and improvements 12-40 years Machinery and equipment 3-15 years Office furniture and equipment 3-12 years |
Estimated Useful Lives of Intangible Assets | Identifiable intangible assets with finite lives are amortized over their estimated useful lives as follows: Asset Useful Life Customer relationships 5 to 20 years Trademarks 10 to 20 years Non-competition agreements Based on the terms of the agreements Deferred financing costs associated with line-of-credit arrangements Based on the terms of the agreements Formulas/recipes 5 to 7 years Computer software 2 to 7 years |
Restructuring and Margin Impr36
Restructuring and Margin Improvement Activities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Aggregate Expenses Incurred Associated with Facility Closure | Below is a summary of costs by line item: Year Ended December 31, 2017 Year Ended December 31, 2016 Cost of sales $ 46.3 $ 7.9 Other operating expenses, net 41.4 13.1 Total $ 87.7 $ 21.0 |
Schedule of Facility Closures | 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 City of Industry, California November First quarter of 2016 Third quarter of 2016 Liquid non-dairy creamer and refrigerated salad dressings Beverages, Condiments $ 6.8 $ 3.6 Ayer, Massachusetts April 5, 2016 First quarter of 2017 Third quarter of 2017 Mayonnaise Condiments 5.6 4.0 Azusa, May 24, 2016 First quarter of 2017 Third quarter of 2017 Bars and fruit snacks Snacks 21.0 17.7 Ripon, Wisconsin May 24, 2016 Fourth quarter of 2016 Fourth quarter of 2016 Sugar wafer cookies Baked Goods 0.8 1.0 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 2.2 $ 48.3 $ 31.2 (1) The downsizing of this facility began in January 2017 and is expected to last approximately 15 months. On January 31, 2018, the Company announced the full closure of this facility. The costs associated with the full closure are included in the TreeHouse 2020 section. |
Reconciliation of Liabilities | The table below presents a reconciliation of the liabilities as of December 31, 2017: Severance Multiemployer Pension Plan Other Costs Total Liabilities (In millions) Balance as of December 31, 2016 $ 3.5 $ 0.8 $ — $ 4.3 Expense 8.8 — 3.6 12.4 Payments (5.9 ) — (0.9 ) (6.8 ) Adjustments (0.3 ) — — (0.3 ) Balance as of December 31, 2017 $ 6.1 $ 0.8 $ 2.7 $ 9.6 |
TreeHouse 2020 Restructuring Plan | |
Aggregate Expenses Incurred Associated with Facility Closure | Below is a summary of costs by type for TreeHouse 2020: Year Ended December 31, 2017 Cumulative Costs To Date Total Expected Costs Asset-related $ 38.3 $ 38.3 $ 55.0 Employee-related 9.1 9.1 65.0 Other costs 10.3 10.3 205.0 Total $ 57.7 $ 57.7 $ 325.0 |
Schedule of Facility Closures | The key information regarding the Company’s announced facility closures related to TreeHouse 2020 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 Dothan, Alabama August 3, 2017 Third quarter of 2018 Partial closure second quarter 2018 Trail mix and snack nuts Snacks $ 5.7 $ 3.0 Brooklyn Park, Minnesota August 3, 2017 Fourth quarter of 2017 Fourth quarter of 2017 Dry dinners Baked Goods 19.5 12.2 Plymouth, Indiana August 3, 2017 Fourth quarter of 2017 Fourth quarter of 2017 Pickles Condiments 19.3 14.5 $ 44.5 $ 29.7 |
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: Year Ended December 31, 2017 Cumulative Costs To Date Total Expected Costs (In millions) Asset-related $ 6.9 $ 17.1 $ 17.1 Employee-related 3.1 10.4 11.2 Other closure costs 14.1 18.6 20.0 Total $ 24.1 $ 46.1 $ 48.3 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Purchase Price Allocation to Net Tangible and Intangible Assets Acquired and Liabilities Assumed | The purchase price was allocated 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, 2015. Adjustments have been made for the pro forma effects of depreciation and amortization of tangible and intangible assets recognized as part of the business combination, the issuance of common stock, interest expense related to the financing of the business combination, and related income taxes. Excluded from the 2016 pro forma results are $35.2 million of costs incurred by the Company in connection with the acquisition. The 2015 pro forma results include $1.3 billion in asset impairment charges incurred by the seller. Year Ended December 31, 2016 2015 (In millions, except per share data) Pro forma net sales $ 6,499.1 $ 6,795.9 Pro forma net loss $ (206.9 ) $ (664.2 ) Pro forma basic loss per common share $ (3.65 ) $ (11.79 ) Pro forma diluted loss per common share $ (3.65 ) $ (11.79 ) |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments Schedule [Abstract] | |
Investments | December 31, 2017 2016 (In millions) U.S. equity $ 10.7 $ 7.6 Non-U.S. equity 2.3 1.8 Fixed income 1.1 1.0 Total investments $ 14.1 $ 10.4 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | December 31, 2017 2016 (In millions) Raw materials and supplies $ 416.5 $ 429.4 Finished goods 530.0 571.9 LIFO reserve (28.2 ) (23.3 ) Total inventories $ 918.3 $ 978.0 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property, Plant, and Equipment | December 31, 2017 2016 (In millions) Land $ 69.8 $ 71.2 Buildings and improvements 454.6 465.3 Machinery and equipment 1,310.2 1,324.5 Construction in progress 93.8 85.0 Total 1,928.4 1,946.0 Less accumulated depreciation (634.0 ) (586.7 ) Property, plant, and equipment, net $ 1,294.4 $ 1,359.3 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016 are as follows: Baked Goods Beverages Condiments Meals Snacks Total (In millions) Balance at January 1, 2016 $ — $ 710.4 $ 369.1 $ 58.4 $ 511.9 $ 1,649.8 Accumulated impairment — — — — — — Acquisitions 547.2 1.1 72.2 407.0 96.4 1,123.9 Purchase price adjustments 7.0 — 0.9 5.2 1.2 14.3 Impairment losses — — (11.5 ) — (333.4 ) (344.9 ) Foreign currency exchange adjustments — 1.7 2.4 — — 4.1 Balance at December 31, 2016 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 Impairment losses — — — — (276.4 ) (276.4 ) Foreign currency exchange adjustments — 3.5 4.7 — — 8.2 Balance at December 31, 2017 $ 555.6 $ 716.7 $ 438.0 $ 471.7 $ — $ 2,182.0 |
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 December 31, 2017 and 2016 are as follows: December 31, 2017 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 December 31, 2017 and 2016 are as follows: December 31, 2017 2016 Gross Net Gross Net Carrying Accumulated Impairment Carrying Carrying Accumulated Impairment Carrying Amount Amortization Losses Amount Amount Amortization Losses Amount (In millions) Intangible assets with finite lives: Customer-related (1) $ 1,265.4 $ (361.4 ) $ (273.3 ) $ 630.7 $ 1,284.3 $ (293.3 ) $ — $ 991.0 Contractual agreements (2) 3.0 (3.0 ) — — 3.0 (2.9 ) — 0.1 Trademarks (3) 69.6 (28.7 ) — 40.9 69.6 (19.8 ) (3.8 ) 46.0 Formulas/recipes (4) 33.8 (18.3 ) — 15.5 33.7 (12.8 ) — 20.9 Computer software (5) 137.8 (74.7 ) — 63.1 115.7 (57.7 ) — 58.0 Total finite lived intangibles $ 1,509.6 $ (486.1 ) $ (273.3 ) $ 750.2 $ 1,506.3 $ (386.5 ) $ (3.8 ) $ 1,116.0 |
Estimated Amortization Expense on Intangible Assets | Estimated amortization expense on intangible assets for the next five years is as follows: (In millions) 2018 $ 101.0 2019 98.4 2020 96.3 2021 87.5 2022 83.5 |
Accounts Payable and Accrued 42
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | December 31, 2017 2016 (In millions) Accounts payable $ 451.3 $ 458.1 Payroll and benefits 59.9 78.5 Interest 23.8 24.1 Taxes 7.4 31.0 Health insurance, workers’ compensation, and other insurance costs 28.7 17.2 Marketing expenses 10.4 12.4 Other accrued liabilities 8.2 5.5 Total $ 589.7 $ 626.8 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of (Loss) Income Before Income Taxes | The components of (loss) income before income taxes are as follows: Year Ended December 31, 2017 2016 2015 (in millions) Domestic source $ (544.4 ) $ (190.6 ) $ 179.4 Foreign source 19.8 (4.8 ) (8.2 ) Income (loss) before income taxes $ (524.6 ) $ (195.4 ) $ 171.2 |
Components of Provision for Income Taxes | The following table presents the components of the 2017, 2016, and 2015 provision for income taxes: Year Ended December 31, 2017 2016 2015 (in millions) Current: Federal $ (17.6 ) $ 33.7 $ 57.2 State (0.4 ) 4.5 9.3 Foreign 10.7 7.5 (4.2 ) Total current (7.3 ) 45.7 62.3 Deferred: Federal (214.3 ) (5.0 ) (5.7 ) State (15.4 ) (0.2 ) (2.0 ) Foreign (1.4 ) (7.3 ) 1.7 Total deferred (231.1 ) (12.5 ) (6.0 ) Total income tax expense $ (238.4 ) $ 33.2 $ 56.3 |
Reconciliation of Income Tax Expense Computed at U.S. Federal Statutory Tax Rate to Income Tax Expense | The following is a reconciliation of income tax expense computed at the U.S. federal statutory tax rate to the income tax expense reported in the Consolidated Statements of Operations: Year Ended December 31, 2017 2016 2015 (in millions) Tax at statutory rate $ (183.7 ) $ (68.4 ) $ 59.9 State income taxes (10.3 ) 2.8 4.7 Tax benefit of cross-border intercompany financing structure (3.9 ) (3.8 ) (4.0 ) Domestic production activities deduction (0.4 ) (5.1 ) (5.4 ) Excess tax benefits related to stock-based compensation (2.4 ) (3.9 ) — Section 956 inclusion, Section 78 Gross-Up 13.2 — — Goodwill impairment 91.8 112.0 — Remeasurement of Deferred Tax Assets/Liabilities (113.9 ) — — Transition Tax 9.6 — — Foreign Tax Credit (29.7 ) — — Other, net (8.7 ) (0.4 ) 1.1 Total provision for income taxes $ (238.4 ) $ 33.2 $ 56.3 |
Tax Effects of Temporary Differences Giving Rise to Deferred Income Tax Assets and Liabilities | The tax effects of temporary differences giving rise to deferred income tax assets and liabilities were: December 31, 2017 2016 (In millions) Deferred tax assets: Pension and postretirement benefits $ 19.9 $ 35.6 Accrued liabilities 26.8 48.0 Stock compensation 13.3 19.4 Inventory Reserves 9.4 12.9 Loss and credit carryovers 62.2 22.1 Other 11.4 32.2 Total deferred tax assets 143.0 170.2 Valuation allowance (14.9 ) (8.9 ) Total deferred tax assets, net of valuation allowance 128.1 161.3 Deferred tax liabilities: Fixed assets and intangible assets (306.5 ) (583.5 ) Total deferred tax liabilities (306.5 ) (583.5 ) Net deferred income tax liability $ (178.4 ) $ (422.2 ) |
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended December 31, 2017 2016 2015 (in millions) Unrecognized tax benefits beginning balance $ 31.4 $ 19.5 13.2 Additions and reductions based on tax positions related to the current year 1.1 — 0.1 Additions and reductions based on tax positions of prior years 0.4 1.8 1.5 Additions resulting from acquisitions — 14.4 6.4 Reductions due to statute lapses (4.6 ) (4.2 ) (1.4 ) Reductions related to settlements with taxing authorities (2.0 ) — — Foreign currency translation 0.1 (0.1 ) (0.3 ) Unrecognized tax benefits ending balance $ 26.4 $ 31.4 $ 19.5 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | December 31, 2017 2016 (In millions) Revolving Credit Facility $ — $ 170.0 Term Loan A 498.8 288.0 Term Loan A-1 897.8 180.0 Term Loan A-2 — 1,005.8 2022 Notes 400.0 400.0 2024 Notes 775.0 775.0 Other debt 3.1 5.7 Total outstanding debt 2,574.6 2,824.5 Deferred financing costs (28.8 ) (33.3 ) Less current portion (10.1 ) (66.4 ) Total long-term debt $ 2,535.7 $ 2,724.8 |
Scheduled Maturities of Outstanding Debt, Excluding Deferred Financing Costs | The scheduled maturities of outstanding debt, excluding deferred financing costs, at December 31, 2017 are as follows (in millions): 2018 $ 15.2 2019 15.1 2020 14.3 2021 14.2 2022 414.1 Thereafter 2,101.8 Total outstanding debt $ 2,574.6 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2017 2016 2015 (In millions, except per share data) Net (loss) income $ (286.2 ) $ (228.6 ) $ 114.9 Weighted average common shares outstanding 57.1 55.7 43.1 Assumed exercise/vesting of equity awards (1) — — 0.6 Weighted average diluted common shares outstanding 57.1 55.7 43.7 Net (loss) earnings per basic share $ (5.01 ) $ (4.10 ) $ 2.67 Net (loss) earnings per diluted share $ (5.01 ) $ (4.10 ) $ 2.63 (1) Incremental shares from equity awards are computed by the treasury stock method. For the years ended December 31, 2017 and 2016, weighted average common shares outstanding is the same for the computations of basic and diluted shares because the Company had a net loss for the period. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 1.6 million, 1.2 million, and 0.7 million for the years ended December 31, 2017, 2016, and 2015, respectively. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity during 2017: Weighted Weighted Average Average Remaining Aggregate Employee Director Exercise Contractual Intrinsic Options Options Price Term (yrs.) Value (In thousands) (In millions) Outstanding, at January 1, 2017 2,069 20 $ 64.77 5.8 $ 28.9 Granted 483 — $ 83.99 Forfeited (133 ) — $ 86.58 Exercised (292 ) (20 ) $ 38.77 Expired (28 ) — $ 80.23 Outstanding, at December 31, 2017 2,099 — $ 71.46 6.1 $ 5.9 Vested/expected to vest, at December 31, 2017 2,048 — $ 71.08 6.1 $ 5.9 Exercisable, at December 31, 2017 1,349 — $ 62.78 4.7 $ 5.9 |
Highlight of Stock Options Activity | Year Ended December 31, 2017 2016 2015 (In millions) Compensation expense $ 8.8 $ 7.2 $ 6.6 Intrinsic value of stock options exercised 12.1 6.9 15.7 Tax benefit recognized from stock option exercises 4.6 2.5 6.0 |
Assumptions Used to Calculate Value of Option Awards Granted | The assumptions used to calculate the value of the stock option awards granted in 2017, 2016, and 2015 are presented as follows: 2017 2016 2015 Weighted average expected volatility 26.74 % 25.15 % 25.07 % Weighted average risk-free interest rate 2.07 % 1.19 % 1.97 % Expected dividends 0.00 % 0.00 % 0.00 % Expected term 6.0 years 6.0 years 6.0 years |
Summary of Restricted Stock Unit Activity | The following table summarizes the restricted stock unit activity during the year ended December 31, 2017: Weighted Weighted Employee Average Director Average Restricted Grant Date Restricted Grant Date Stock Units Fair Value Stock Units Fair Value (In thousands) (In thousands) Outstanding, at January 1, 2017 516 $ 87.03 104 $ 57.78 Granted 320 82.26 16 84.66 Vested (175 ) 84.79 (3 ) 100.30 Forfeited (114 ) 84.76 — — Outstanding, at December 31, 2017 547 85.41 117 60.21 |
Highlights of Restricted Stock Unit Activity | Year Ended December 31, 2017 2016 2015 (In millions) Compensation expense $ 22.0 $ 17.3 $ 11.7 Fair value of vested restricted stock units 14.0 16.3 14.9 Tax benefit recognized from vested restricted stock units 5.1 5.7 4.9 |
Summary of Performance Unit Activity | The following table summarizes the performance unit activity during the year ended December 31, 2017: Performance Units Weighted Average Grant Date Fair Value (In thousands) Unvested, at January 1, 2017 246 $ 85.16 Granted 114 84.66 Vested (72 ) 79.89 Forfeited (24 ) 87.94 Unvested, at December 31, 2017 264 86.13 |
Highlight of Performance Unit Activity | Year Ended December 31, 2017 2016 2015 (In millions) Compensation expense $ (0.8 ) $ 5.4 $ 4.6 Fair value of vested performance units 7.8 8.0 5.1 Tax benefit recognized from performance units vested 2.5 4.1 1.9 |
Accumulated Other Comprehensi47
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 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: Foreign Currency Translation (1) Unrecognized Pension and Postretirement Benefits (2) Accumulated Other Comprehensive Loss (In millions) Balance at January 1, 2015 $ (51.3 ) $ (13.0 ) $ (64.3 ) Other comprehensive loss (49.2 ) — (49.2 ) Reclassifications from accumulated other comprehensive loss — 0.1 0.1 Other comprehensive (loss) income (49.2 ) 0.1 (49.1 ) Balance at December 31, 2015 (100.5 ) (12.9 ) (113.4 ) Other comprehensive income 11.1 — 11.1 Reclassifications from accumulated other comprehensive loss — 1.0 1.0 Other comprehensive income 11.1 1.0 12.1 Balance at December 31, 2016 (89.4 ) (11.9 ) (101.3 ) Other comprehensive income 32.2 1.5 33.7 Reclassifications from accumulated other comprehensive loss — 6.1 6.1 Other comprehensive income 32.2 7.6 39.8 Balance at December 31, 2017 $ (57.2 ) $ (4.3 ) $ (61.5 ) (1) The foreign currency translation adjustment is not net of tax, as it pertains to the Company’s permanent investment in its foreign subsidiaries. (2) The unrecognized pension and postretirement benefits reclassification is presented net of tax of $4.7 million and $0.7 million for the years ended December 31, 2017 and 2016. For the year ended December 31, 2015 the tax impact was insignificant. |
Reclassifications from Accumulated Other Comprehensive Loss | Reclassifications from Accumulated Other Comprehensive Loss Affected line in the Consolidated Statements of Operations Year Ended December 31, 2017 2016 2015 (In millions) Amortization of defined benefit pension and postretirement items: Prior service costs $ 0.2 $ 0.1 $ 0.1 (a) Unrecognized net loss 0.9 1.4 1.6 (a) Actuarial adjustment — 0.2 (1.6 ) (b) Divestiture 8.7 — — Other operating expense, net Total before tax 9.8 1.7 0.1 Income taxes (3.7 ) (0.7 ) — Income taxes Net of tax $ 6.1 $ 1.0 $ 0.1 (a) These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost. See Note 17 for additional details. (b) Represents the actuarial adjustments needed to adjust the Accumulated other comprehensive loss balance to actual. |
Employee Pension and Postreti48
Employee Pension and Postretirement Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Multiemployer Pension Plans | Pension Protection Act Zone Status TreeHouse Foods Expiration Date EIN Plan Plan Year Ended December 31, FIP Implemented Contributions (in millions) Surcharge Imposed Of Collective Bargaining Plan Name Number Number 2016 2015 (yes or no) 2017 2016 2015 (yes or no) Agreement(s) Bakery and Confectionery Union and Industry 12/4/2020 International Pension Fund 52-6118572 1 Red Red Yes $ 1.7 $ 1.4 $ - Yes 7/25/2020 Central States Southeast and Southwest Areas Pension Fund 36-6044243 1 Red Red Yes $ 0.7 $ 0.7 $ 0.6 No 12/27/2019 Retail, Wholesale and Department Store International Union and Industry Pension Fund 63-708442 1 Red Red Yes $ 0.5 $ 0.5 $ - Yes 6/15/2019 Rockford Area Dairy Industry Local 754, Intl. Brotherhood of Teamsters Retirement Pension Plan 36-6067654 1 Green Green No $ 0.4 $ 0.4 $ 0.4 No 4/30/2017 Western Conference of Teamsters Pension Fund 91-6145047 1 Green Green No (1) $ 0.2 $ 0.3 No (1) 1) As described above, the Company closed the City of Industry, California facility during 2016. As a result, there is no collective bargaining agreement related to this plan. |
Multiemployer Plans Providing More Than Five Percent of Total Contributions For Following Plan and Plan Years | The Company was listed in the following plan’s Form 5500 as providing more than 5.0% of the total contributions for the following plan and plan years: Years Contribution to Plan Exceeded 5% of Total Contributions Plan Name: (as of December 31 of the Plan's Year-End) Rockford Area Dairy Industry Local 754, Intl. Brotherhood of Teamsters Retirement Pension Plan 2017, 2016, and 2015 |
Fair Value of Pension Plan Assets, by Asset Category | The fair value of the Company’s pension plan assets at December 31, 2017 and 2016 by asset category is as follows: Pension Plan Assets Fair Value Measurements at December 31, (h) 2017 2016 (in millions) Short Term Investment Fund (a) $ 1.2 $ 1.1 Aggregate Bond Index Fund (b) 54.8 63.7 U.S. Market Cap Equity Index Fund (c) 141.2 157.7 International All Country World Index Fund (d) 19.3 22.5 Collective Daily 1-5 Year Credit Bond Fund (e) 43.2 50.0 Emerging Markets Index Fund (f) 8.3 9.8 Daily High Yield Fixed Income Fund (g) 10.7 12.8 $ 278.7 $ 317.6 (a) This fund is an investment vehicle for cash reserves, which seeks to offer a competitive rate of return through a portfolio of high-grade, short term, and money market instruments. Principal preservation is the primary objective of this fund. (b) The primary objective of this fund is to hold a portfolio representative of the overall United States bond and debt market, as characterized by the Barclays Capital Aggregate Bond Index. (c) The primary objective of this fund is to approximate the risk and return characteristics of the Dow Jones U.S. ex-LP’s Total Stock Market Index. (d) The primary objective of this fund is to approximate the risk and return characteristics of the Morgan Stanley All Country World ex-US (MSCI ACWI ex-US) ND Index. This fund is commonly used to represent the non-U.S. equity in developed and emerging markets. (e) The primary objective of this fund is to hold a portfolio representative of the intermediate credit securities portion of the United States bond and debt markets, as characterized by the Barclays Capital U.S. 1-5 year Credit Bond Index. (f) The primary objective of this fund is to provide investment results that replicate the overall performance of the MSCI Emerging Markets Index. The Fund may make limited use of futures and/or options to maintain equity exposure. (g) The primary objective of this fund is to outperform the Barclay’s Capital High Yield Index over a market cycle while maintaining a similar level of volatility and credit quality as the index. This Fund can serve as a core bond investment position, providing exposure to the U.S. Fixed Income market. (h) As the fair values of all of these assets are measured using the net asset value per share practical expedient, levels within the fair value hierarchy are not provided for these assets. |
Summarized Information about Pension and Postretirement Benefit Plans | The following table summarizes information about our pension and postretirement benefit plans for the years ended December 31, 2017 and 2016: Pension Benefits Postretirement Benefits 2017 2016 2017 2016 (in millions) Change in benefit obligations: Benefit obligation, at beginning of year $ 384.1 $ 67.9 $ 29.8 $ 3.0 Service cost 3.6 4.3 — 0.1 Interest cost 14.7 15.1 1.2 1.2 Acquisition (divestiture) (1) (37.9 ) 303.1 (1.9 ) 28.2 Liability loss (gain) due to curtailment (1.4 ) — — — Actuarial losses (gains) 13.0 6.0 6.3 (1.2 ) Benefits paid (50.9 ) (12.3 ) (1.6 ) (1.5 ) Benefit obligation, at end of year $ 325.2 $ 384.1 $ 33.8 $ 29.8 Change in plan assets: Fair value of plan assets, at beginning of year $ 317.6 $ 49.4 $ — $ — Actual return on plan assets 38.9 21.5 — — Company contributions 2.3 3.8 1.6 1.5 Acquisition (divestiture) (29.1 ) 255.2 — — Benefits paid (50.9 ) (12.3 ) (1.6 ) (1.5 ) Fair value of plan assets, at end of year $ 278.8 $ 317.6 $ — $ — Funded status of the plan $ (46.4 ) $ (66.5 ) $ (33.8 ) $ (29.8 ) Amounts recognized in the Consolidated Balance Sheets: Current liability $ (0.7 ) $ (0.7 ) $ (1.8 ) $ (1.6 ) Non-current liability (45.7 ) (65.8 ) (32.0 ) (28.2 ) Net amount recognized $ (46.4 ) $ (66.5 ) $ (33.8 ) $ (29.8 ) Amounts recognized in Accumulated other comprehensive income (loss): Net actuarial (gain) loss $ 1.3 $ 19.4 $ 5.0 $ (1.0 ) Prior service cost 0.9 1.2 — (0.1 ) Total, before tax effect $ 2.2 $ 20.6 $ 5.0 $ (1.1 ) (1) - The amounts recorded in 2017 relate to the divestiture of the Soup and Infant Feeding business. The amounts recorded in 2016 relate to the acquisition of the Private Brands Business. |
Accumulated Benefit Obligation and Weighted Average Assumptions Used | Pension Benefits 2017 2016 (in millions) Accumulated benefit obligation $ 320.9 $ 376.0 Weighted average assumptions used to determine the pension benefit obligations: Discount rate 3.70 % 4.25 % Rate of compensation increases 3.50%-4.00% 3.00%-4.00% |
Key Actuarial Assumptions Used to Determine Postretirement Benefit Obligations | The key actuarial assumptions used to determine the postretirement benefit obligations as of December 31, 2017 and 2016 are as follows: 2017 2016 Pre-65 Post-65 Pre-65 Post-65 Health care cost trend rates: Health care cost trend rate for next year 8.20 % 10.10 % 8.00 % 7.00 % Ultimate rate 4.50 % 4.50 % 5.00 % 5.00 % Discount rate 3.70 % 3.70 % 4.25 % 4.25 % Year ultimate rate achieved 2026 2026 2023 2023 |
Summary of Net Periodic Cost of Pension and Postretirement Benefit Plans | The following table summarizes the net periodic cost of our pension and postretirement benefit plans for the years ended December 31, 2017, 2016, and 2015: Pension Benefits Postretirement Benefits 2017 2016 2015 2017 2016 2015 (in millions) (in millions) Components of net periodic costs: Service cost $ 3.6 $ 4.3 $ 2.4 $ — $ 0.1 $ — Interest cost 14.7 15.1 2.9 1.2 1.2 0.1 Expected return on plan assets (17.4 ) (16.5 ) (3.1 ) — — — Amortization of unrecognized prior service cost 0.2 0.2 0.2 — (0.1 ) (0.1 ) Amortization of unrecognized net (gain) loss 0.9 1.4 1.5 — — 0.1 Settlement expense (income) 0.2 — — — — — Curtailment expense (income) (1.4 ) — — — — — Net periodic cost $ 0.8 $ 4.5 $ 3.9 $ 1.2 $ 1.2 $ 0.1 |
Weighted Average Assumptions Used | Pension Benefits Postretirement Benefits 2017 2016 2015 2017 2016 2015 Weighted average assumptions used to determine the periodic benefit costs: Discount rate 4.25 % 4.50 % 4.25 % 4.25 % 4.50 % 4.25 % Rate of compensation increases 3.50%-4.00% 3.00%-4.00% 3.00%-4.00% — — — Expected return on plan assets 6.00 % 6.00 % 6.00 % — — — |
Estimated Amount That Will be Amortized From Accumulated Other Comprehensive Loss Into Net Pension Cost | The estimated amount that will be amortized from accumulated other comprehensive loss into net periodic cost in 2018 is as follows: Pension Postretirement (in millions) Net actuarial loss (gain) $ 0.6 $ 0.1 Prior service cost $ 0.2 $ — |
Estimated Future Pension and Postretirement Benefit Payments | Estimated future pension and postretirement benefit payments from the plans are as follows: Pension Benefit Postretirement Benefit (in millions) 2018 $ 18.6 $ 1.8 2019 $ 19.2 $ 1.9 2020 $ 19.5 $ 1.9 2021 $ 20.1 $ 2.0 2022 $ 20.7 $ 2.1 2023-27 $ 95.9 $ 10.9 |
Effect of One Percent Change in Health Care Trend Rates on Postretirement Benefit Plan | The effect of a 1% change in health care trend rates would have the following effects on the postretirement benefit plan: 2017 (in millions) 1% Increase: Benefit obligation, end of year $ 3.4 Service cost plus interest cost for the year $ 0.1 1% Decrease: Benefit obligation, end of year $ (2.9 ) Service cost plus interest cost for the year $ (0.1 ) |
Other Operating Expense, Net (T
Other Operating Expense, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Income And Expenses [Abstract] | |
Other Operating Expense, Net | The Company incurred other operating expense for the years ended December 31, 2017, 2016, and 2015, respectively, which consisted of the following: Year Ended December 31, 2017 2016 2015 (in millions) Restructuring and margin improvement activities $ 41.4 $ 13.5 $ 1.8 Loss on divestiture 86.0 — — Other 1.3 1.2 — Total other operating expense, net $ 128.7 $ 14.7 $ 1.8 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Composition of Capital Leases Reflected As Property, Plant And Equipment in Consolidated Balance Sheets | The composition of capital leases, which are reflected as Property, plant, and equipment in the Consolidated Balance Sheets, is as follows: December 31, 2017 2016 (in millions) Machinery and equipment $ 4.5 $ 17.4 Less accumulated amortization (2.0 ) (8.2 ) Total $ 2.5 $ 9.2 |
Future Minimum Payments under Non-Cancelable Capital Leases | Future minimum payments at December 31, 2017 under non-cancelable capital leases and operating leases are summarized as follows: Capital Leases Operating Leases (in millions) 2018 $ 1.3 $ 42.0 2019 1.1 34.6 2020 0.3 32.7 2021 0.2 28.2 2022 0.1 18.5 Thereafter 0.3 59.4 Total minimum payments $ 3.3 $ 215.4 Less amount representing interest (0.2 ) Present value of capital lease obligations $ 3.1 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 Consolidated Balance Sheets: Fair Value December 31, Balance Sheet Location 2017 2016 (In millions) Asset Derivatives Commodity contracts Prepaid expenses and other current assets $ 2.7 $ 1.0 Foreign currency contracts Prepaid expenses and other current assets 0.5 0.7 Interest rate swap agreements Prepaid expenses and other current assets 11.9 10.4 $ 15.1 $ 12.1 Liability Derivatives Commodity contracts Accounts payable and accrued expenses $ 1.2 $ 0.5 $ 1.2 $ 0.5 |
Gains and Losses on Derivative Contracts | We recorded the following gains and losses on our derivative contracts in the Consolidated Statements of Operations: Location of Gain (Loss) Year Ended December 31, Recognized in Net Income (Loss) 2017 2016 (In millions) Mark-to-market unrealized gain (loss): Commodity contracts Other (income) expense, net $ 1.0 $ 4.3 Foreign currency contracts Other (income) expense, net (0.2 ) (0.6 ) Interest rate swap agreements Other (income) expense, net 1.5 10.4 Total unrealized gain (loss) 2.3 14.1 Realized gain (loss): Commodity contracts Manufacturing related to Cost of sales and transportation related to Selling and distribution 0.8 (0.5 ) Foreign currency contracts Cost of sales (0.6 ) (1.8 ) Interest rate swap agreements Interest expense 1.1 — Total realized gain (loss) 1.3 (2.3 ) Total gain (loss) $ 3.6 $ 11.8 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Level (In millions) (In millions) Not recorded at fair value (liability): Revolving Credit Facility $ — $ — $ (170.0 ) $ (167.1 ) 2 Term Loan A $ (498.8 ) $ (500.7 ) $ (288.0 ) $ (288.10 ) 2 Term Loan A-1 $ (897.8 ) $ (900.0 ) $ (180.0 ) $ (180.30 ) 2 Term Loan A-2 $ — $ — $ (1,005.8 ) $ (1,007.40 ) 2 2022 Notes $ (400.0 ) $ (405.0 ) $ (400.0 ) $ (410.00 ) 2 2024 Notes $ (775.0 ) $ (806.0 ) $ (775.0 ) $ (809.90 ) 2 Recorded on a recurring basis at fair value asset (liability): Commodity contracts $ 1.5 $ 1.5 $ 0.5 $ 0.5 2 Foreign currency contracts $ 0.5 $ 0.5 $ 0.7 $ 0.7 2 Interest rate swap agreements $ 11.9 $ 11.9 $ 10.4 $ 10.4 2 Investments $ 14.1 $ 14.1 $ 10.4 $ 10.4 1 |
Segment and Geographic Inform53
Segment and Geographic Information and Major Customers (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Financial Information Relating to Reportable Segments | Financial information relating to the Company’s reportable segments is as follows: Year Ended December 31, 2017 2016 2015 (In millions) Net sales to external customers: Baked Goods $ 1,403.9 $ 1,288.2 $ — Beverages 1,073.4 973.0 918.8 Condiments 1,300.6 1,258.1 1,075.5 Meals 1,189.2 1,335.2 552.8 Snacks 1,334.5 1,330.5 659.3 Unallocated 5.5 (9.9 ) — Total $ 6,307.1 $ 6,175.1 $ 3,206.4 Direct operating income: Baked Goods $ 175.5 $ 162.4 $ — Beverages 226.9 244.7 225.9 Condiments 136.5 154.1 143.2 Meals 137.3 137.1 26.7 Snacks 25.5 66.2 64.3 Total 701.7 764.5 460.1 Unallocated selling, general, and administrative expenses (299.7 ) (349.9 ) (156.9 ) Unallocated cost of sales (1) (26.2 ) (24.7 ) (1.1 ) Unallocated corporate expense and other (2) (787.0 ) (486.7 ) (62.4 ) Operating (loss) income (411.2 ) (96.8 ) 239.7 Other expense (113.4 ) (98.6 ) (68.5 ) (Loss) income before income taxes $ (524.6 ) $ (195.4 ) $ 171.2 Depreciation: Baked Goods $ 45.4 $ 49.0 $ — Beverages 22.2 18.9 18.3 Condiments 21.6 24.9 18.7 Meals 32.6 55.1 14.5 Snacks 15.1 14.2 5.2 Corporate office (3) 36.5 16.3 4.7 Total $ 173.5 $ 178.4 $ 61.5 (1) Includes charges related to restructurings and other costs managed at corporate. (2) Includes impairments of goodwill and other intangible assets. (3) Includes accelerated depreciation related to restructurings. |
Long-Lived Assets by Geographic Region | The geographic location of long-lived assets is as follows: December 31, 2017 2016 (in millions) Long-lived assets: United States $ 1,137.9 $ 1,212.1 Canada 136.8 128.9 Other 19.7 18.3 Total $ 1,294.4 $ 1,359.3 |
Net Sales by Major Products | Product Information — The following table presents the Company’s net sales by major products for the years ended December 31, 2017, 2016 and 2015. In the first quarter of 2017, the Company changed the product categories to align with the changes in organizational structure. All prior period information has been recast to reflect this change. Year Ended December 31, 2017 2016 2015 (In millions) Products: Dressings and sauces $ 979.0 $ 940.7 $ 759.9 Snack nuts 911.2 803.5 355.5 Beverages 745.4 662.4 582.8 Retail bakery 713.7 663.2 — Baked products 690.2 625.0 — Cereals and other meals 617.4 786.4 421.5 Pasta and dry dinners 571.8 548.7 131.3 Trail mix and bars 428.8 517.1 303.8 Beverage enhancers 328.0 310.7 336.0 Pickles 321.6 317.4 315.6 Total net sales $ 6,307.1 $ 6,175.1 $ 3,206.4 |
Quarterly Results of Operatio54
Quarterly Results of Operations (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Unaudited Quarterly Results of Operations | The following is a summary of our unaudited quarterly results of operations for 2017 and 2016: Quarter First (2) Second Third Fourth (in millions, except per share data) Fiscal 2017 Net sales $ 1,536.2 $ 1,522.2 $ 1,548.8 $ 1,699.9 Gross profit 286.4 276.9 260.1 260.6 (Loss) income before income taxes 39.7 (56.0 ) 30.1 (538.4 ) Net (loss) income 28.2 (34.2 ) 28.8 (309.0 ) Net (loss) income per common share: Basic (1) 0.50 (0.60 ) 0.50 (5.40 ) Diluted (1) 0.49 (0.60 ) 0.50 (5.40 ) Fiscal 2016 Net sales $ 1,270.2 $ 1,541.4 $ 1,586.8 $ 1,776.7 Gross profit 224.6 265.8 285.5 349.5 (Loss) income before income taxes (4.8 ) 22.2 52.6 (265.4 ) Net (loss) income (3.1 ) 18.9 37.4 (281.8 ) Net (loss) income per common share: Basic (1) (0.06 ) 0.34 0.66 (4.96 ) Diluted (1) (0.06 ) 0.33 0.65 (4.96 ) (1) Due to rounding and the fluctuations in shares, the sum of the four quarters may not be the same as the total for the year. (2) The Company acquired the Private Brands Business on February 1, 2016. |
GUARANTOR AND NON-GUARANTOR F55
GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Condensed Supplemental Consolidating Balance Sheet | Condensed Supplemental Consolidating Balance Sheet December 31, 2017 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 83.2 $ 0.2 $ 49.4 $ — $ 132.8 Investments — — 14.1 — 14.1 Accounts receivable, net 0.2 297.1 32.5 — 329.8 Inventories, net — 803.1 115.2 — 918.3 Prepaid expenses and other current assets 69.8 32.0 20.0 (32.1 ) 89.7 Total current assets 153.2 1,132.4 231.2 (32.1 ) 1,484.7 Property, plant, and equipment, net 29.3 1,108.7 156.4 — 1,294.4 Goodwill — 2,057.3 124.7 — 2,182.0 Investment in subsidiaries 4,945.5 582.6 — (5,528.1 ) — Intercompany accounts (payable) receivable, net (328.6 ) 274.5 54.1 — — Deferred income taxes 15.1 — — (15.1 ) — Intangible and other assets, net 62.5 652.1 103.6 — 818.2 Total assets $ 4,877.0 $ 5,807.6 $ 670.0 $ (5,575.3 ) $ 5,779.3 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 53.3 $ 513.8 $ 54.7 $ (32.1 ) $ 589.7 Current portion of long-term debt 9.0 1.1 — — 10.1 Total current liabilities 62.3 514.9 54.7 (32.1 ) 599.8 Long-term debt 2,533.8 1.4 0.5 — 2,535.7 Deferred income taxes — 167.3 26.2 (15.1 ) 178.4 Other long-term liabilities 17.6 178.5 6.0 — 202.1 Stockholders’ equity 2,263.3 4,945.5 582.6 (5,528.1 ) 2,263.3 Total liabilities and stockholders’ equity $ 4,877.0 $ 5,807.6 $ 670.0 $ (5,575.3 ) $ 5,779.3 Condensed Supplemental Consolidating Balance Sheet December 31, 2016 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor 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 36.6 17.4 — 77.6 Total current assets 23.6 1,282.9 254.2 — 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 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 $ 6,135.2 $ 621.6 $ (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 10.6 186.9 4.8 — 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 $ 6,135.2 $ 621.6 $ (5,571.6 ) $ 6,545.8 |
Condensed Supplemental Consolidating Statement of Operations | Condensed Supplemental Consolidating Statement of Operations Year Ended December 31, 2017 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 5,966.9 $ 695.3 $ (355.1 ) $ 6,307.1 Cost of sales — 4,975.7 602.5 (355.1 ) 5,223.1 Gross profit — 991.2 92.8 — 1,084.0 Selling, general, and administrative expense 114.4 548.8 39.5 — 702.7 Amortization expense 12.9 91.6 9.6 — 114.1 Impairment of goodwill and other intangible assets — 549.7 — — 549.7 Other operating expense, net 9.0 116.1 3.6 — 128.7 Operating (loss) income (136.3 ) (315.0 ) 40.1 — (411.2 ) Interest expense 128.3 0.3 6.4 (8.2 ) 126.8 Interest income (2.2 ) (8.2 ) (2.1 ) 8.2 (4.3 ) Other (income) expense, net (1.7 ) (261.7 ) (5.6 ) 259.9 (9.1 ) (Loss) income before income taxes (260.7 ) (45.4 ) 41.4 (259.9 ) (524.6 ) Income taxes (100.0 ) (146.6 ) 8.2 — (238.4 ) Equity in net income (loss) of subsidiaries 134.1 32.9 — (167.0 ) — Net income (loss) $ (26.6 ) $ 134.1 $ 33.2 $ (426.9 ) $ (286.2 ) Condensed Supplemental Consolidating Statements of Operations Year Ended December 31, 2016 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 5,839.0 $ 646.3 $ (310.2 ) $ 6,175.1 Cost of sales — 4,810.2 549.7 (310.2 ) 5,049.7 Gross profit — 1,028.8 96.6 — 1,125.4 Selling, general, and administrative expense 132.4 553.6 59.4 — 745.4 Amortization expense 9.4 91.2 9.3 — 109.9 Impairment of goodwill and other intangible assets — 337.2 15.0 — 352.2 Other operating expense, net — 12.7 2.0 — 14.7 Operating (loss) income (141.8 ) 34.1 10.9 — (96.8 ) Interest expense 118.2 0.3 5.5 (4.8 ) 119.2 Interest income (2.2 ) (5.2 ) (1.6 ) 4.8 (4.2 ) Other (income), net (10.4 ) 0.5 (6.5 ) — (16.4 ) (Loss) income before income taxes (247.4 ) 38.5 13.5 — (195.4 ) Income taxes (94.5 ) 134.4 (6.7 ) — 33.2 Equity in net income (loss) of subsidiaries (75.7 ) 20.1 — 55.6 — Net income (loss) $ (228.6 ) $ (75.8 ) $ 20.2 $ 55.6 $ (228.6 ) Condensed Supplemental Consolidating Statements of Operations Year Ended December 31, 2015 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 3,023.0 $ 419.2 $ (235.8 ) $ 3,206.4 Cost of sales — 2,434.1 363.8 (235.8 ) 2,562.1 Gross profit — 588.9 55.4 — 644.3 Selling, general, and administrative expense 73.2 233.8 35.2 — 342.2 Amortization expense 8.1 42.6 9.9 — 60.6 Impairment of goodwill and other intangible assets — — — — — Other operating expense, net — 1.8 — — 1.8 Operating (loss) income (81.3 ) 310.7 10.3 — 239.7 Interest expense 43.8 0.4 7.0 (5.7 ) 45.5 Interest income (1.5 ) (5.7 ) (1.5 ) 5.7 (3.0 ) Other (income) expense, net — 20.3 5.7 — 26.0 (Loss) income before income taxes (123.6 ) 295.7 (0.9 ) — 171.2 Income taxes (47.2 ) 105.7 (2.2 ) — 56.3 Equity in net income (loss) of subsidiaries 191.3 1.4 — (192.7 ) — Net income (loss) $ 114.9 $ 191.4 $ 1.3 $ (192.7 ) $ 114.9 |
Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) | Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2017 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ (26.6 ) $ 134.1 $ 33.2 $ (426.9 ) $ (286.2 ) Other comprehensive income: Foreign currency translation adjustments — — 32.2 — 32.2 Pension and postretirement reclassification adjustment, net of tax — 7.6 — — 7.6 Other comprehensive income — 7.6 32.2 — 39.8 Equity in other comprehensive income (loss) of subsidiaries 39.8 32.2 — (72.0 ) — Comprehensive income (loss) $ 13.2 $ 173.9 $ 65.4 $ (498.9 ) $ (246.4 ) Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2016 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ (228.6 ) $ (75.8 ) $ 20.2 $ 55.6 $ (228.6 ) Other comprehensive income: Foreign currency translation adjustments — — 11.1 — 11.1 Pension and postretirement reclassification adjustment, net of tax — 1.0 — — 1.0 Other comprehensive income — 1.0 11.1 — 12.1 Equity in other comprehensive income (loss) of subsidiaries 12.2 11.1 — (23.3 ) — Comprehensive income (loss) $ (216.4 ) $ (63.7 ) $ 31.3 $ 32.3 $ (216.5 ) Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2015 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ 114.9 $ 191.4 $ 1.3 $ (192.7 ) $ 114.9 Other comprehensive income: Foreign currency translation adjustments — — (49.2 ) — (49.2 ) Pension and postretirement reclassification adjustment, net of tax — 0.1 — — 0.1 Other comprehensive income (loss) — 0.1 (49.2 ) — (49.1 ) Equity in other comprehensive (loss) income of subsidiaries (49.1 ) (49.2 ) — 98.3 — Comprehensive income (loss) $ 65.8 $ 142.3 $ (47.9 ) $ (94.4 ) $ 65.8 |
Condensed Supplemental Consolidating Statement of Cash Flows | Condensed Supplemental Consolidating Statement of Cash Flows Year Ended December 31, 2017 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities (149.5 ) 1,047.1 $ 35.3 $ (426.9 ) $ 506.0 Cash flows from investing activities: Additions to property, plant, and equipment (4.2 ) (137.4 ) (18.1 ) — (159.7 ) Additions to intangible assets (25.5 ) (0.5 ) (0.1 ) — (26.1 ) Intercompany transfer 403.4 (402.0 ) (38.7 ) 37.3 — Proceeds from sale of fixed assets — 8.3 0.1 — 8.4 Purchase of investments — — (1.2 ) — (1.2 ) Proceeds from sale of business unit — 18.5 0.3 — 18.8 Other — — — — — Net cash provided by (used in) investing activities 373.7 (513.1 ) (57.7 ) 37.3 (159.8 ) Cash flows from financing activities: Net (repayment) borrowing of debt (252.2 ) (2.5 ) (0.1 ) — (254.8 ) Intercompany transfer 134.7 (531.5 ) 7.2 389.6 — Repurchases of common stock (28.7 ) — — — (28.7 ) Receipts related to stock-based award activities 12.1 — — — 12.1 Payments related to stock-based award activities (6.9 ) — — — (6.9 ) Net cash provided by (used in) financing activities (141.0 ) (534.0 ) 7.1 389.6 (278.3 ) Effect of exchange rate changes on cash and cash equivalents — — 2.8 — 2.8 Increase (decrease) in cash and cash equivalents 83.2 — (12.5 ) — 70.7 Cash and cash equivalents, beginning of period — 0.2 61.9 — 62.1 Cash and cash equivalents, end of period $ 83.2 $ 0.2 $ 49.4 $ — $ 132.8 Condensed Supplemental Consolidating Statement of Cash Flows Year Ended December 31, 2016 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ (201.2 ) $ 609.4 $ 13.7 $ 56.7 $ 478.6 Cash flows from investing activities: Additions to property, plant, and equipment (7.0 ) (151.4 ) (16.8 ) — (175.2 ) Additions to intangible assets (9.7 ) (2.1 ) — — (11.8 ) Intercompany transfer 420.1 (117.8 ) — (302.3 ) — Acquisitions, less cash acquired (2,687.7 ) 0.3 43.0 — (2,644.4 ) Proceeds from sale of fixed assets — 1.7 — — 1.7 Other — (0.6 ) (1.0 ) — (1.6 ) Net cash (used in) provided by investing activities (2,284.3 ) (269.9 ) 25.2 (302.3 ) (2,831.3 ) Cash flows from financing activities: Net borrowing (repayment) of debt 1,580.3 (3.2 ) (0.1 ) — 1,577.0 Payment of deferred financing costs (34.3 ) — — — (34.3 ) Intercompany transfer 94.1 (336.1 ) (3.6 ) 245.6 — Net proceeds from issuance of common stock 835.1 — — — 835.1 Receipts related to stock-based award activities 8.7 — — — 8.7 Payments related to stock-based award activities (8.8 ) — — — (8.8 ) Net cash provided by (used in) financing activities 2,475.1 (339.3 ) (3.7 ) 245.6 2,377.7 Effect of exchange rate changes on cash and cash equivalents — — 2.2 — 2.2 (Decrease) increase in cash and cash equivalents (10.4 ) 0.2 37.4 — 27.2 Cash and cash equivalents, beginning of period 10.4 — 24.5 — 34.9 Cash and cash equivalents, end of period $ — $ 0.2 $ 61.9 $ — $ 62.1 Condensed Supplemental Consolidating Statement of Cash Flows Year Ended December 31, 2015 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 105.3 $ 357.4 $ 19.6 $ (191.7 ) $ 290.6 Cash flows from investing activities: Additions to property, plant, and equipment (0.9 ) (64.5 ) (7.3 ) — (72.7 ) Additions to intangible assets (11.8 ) (1.4 ) (0.2 ) — (13.4 ) Intercompany transfer (11.4 ) (114.9 ) — 126.3 — Acquisitions, less cash acquired — — — — — Proceeds from sale of fixed assets — 0.5 0.1 — 0.6 Other — — (0.8 ) — (0.8 ) Net cash (used in) provided by investing activities (24.1 ) (180.3 ) (8.2 ) 126.3 (86.3 ) Cash flows from financing activities: Net borrowing (repayment) of debt (211.5 ) (3.7 ) (0.1 ) — (215.3 ) Payment of deferred financing costs (0.2 ) — — — (0.2 ) Intercompany transfer 120.6 (175.0 ) (11.0 ) 65.4 — Receipts related to stock-based award activities 8.5 — — — 8.5 Payments related to stock-based award activities (6.7 ) — — — (6.7 ) Other (0.2 ) — — — (0.2 ) Net cash provided by (used in) financing activities (89.5 ) (178.7 ) (11.1 ) 65.4 (213.9 ) Effect of exchange rate changes on cash and cash equivalents — — (7.5 ) — (7.5 ) (Decrease) increase in cash and cash equivalents (8.3 ) (1.6 ) (7.2 ) — (17.1 ) Cash and cash equivalents, beginning of period 18.7 1.6 31.7 — 52.0 Cash and cash equivalents, end of period $ 10.4 $ — $ 24.5 $ — $ 34.9 |
Summary of Significant Accoun56
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Ownership percentage of direct and indirect Guarantor subsidiaries | 100.00% | |||
Cash and cash equivalents | $ 132.8 | $ 62.1 | $ 34.9 | $ 52 |
Shipping and handling costs | 220.8 | 198.8 | 87.2 | |
Research and development charges | 30.8 | 29.6 | $ 14.3 | |
Foreign Jurisdictions | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Cash and cash equivalents | 49.4 | $ 61.9 | ||
Prepaid expenses and other current assets | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Restricted Cash and Cash Equivalents | $ 2.7 |
Estimated Useful Lives of Asset
Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Buildings and improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 12 years |
Buildings and improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 40 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 3 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 15 years |
Office furniture and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 3 years |
Office furniture and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 12 years |
Estimated Useful Lives of Intan
Estimated Useful Lives of Intangible Assets (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | 5 to 20 years |
Trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | 10 to 20 years |
Non-compete agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | Based on the terms of the agreements |
Deferred financing costs associated with Line-of-Credit Arrangements | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | Based on the terms of the agreements |
Formulas/recipes | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | 5 to 7 years |
Computer software | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | 2 to 7 years |
Minimum | Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | 5 years |
Minimum | Trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | 10 years |
Minimum | Formulas/recipes | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | 5 years |
Minimum | Computer software | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | 2 years |
Maximum | Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | 20 years |
Maximum | Trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | 20 years |
Maximum | Formulas/recipes | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | 7 years |
Maximum | Computer software | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | 7 years |
Recently Issued Accounting Pr59
Recently Issued Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Income tax benefit from excess tax benefits and deficiencies | $ 11.1 | $ 10.9 | $ 9.5 |
Accounting Standards Update 2016-09 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Income tax benefit from excess tax benefits and deficiencies | 4.3 | ||
Accounting Standards Update 2016-09 | Restatement Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Excess tax benefits from stock-based compensation, financing activities | (4.3) | (5.3) | |
Excess tax benefits from stock-based compensation, operating activities | $ 4.3 | $ 5.3 | |
Accounting Standards Update 2014-09 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Contract liabilities | $ 56.9 |
Aggregate Expenses Incurred Ass
Aggregate Expenses Incurred Associated with Facility Closure (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost And Reserve [Line Items] | ||
Restructuring charges | $ 87.7 | $ 21 |
Cost of Sales | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring charges | 46.3 | 7.9 |
Other Operating Expenses, Net | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring charges | 41.4 | $ 13.1 |
TreeHouse 2020 Restructuring Plan | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring charges | 57.7 | |
Cumulative costs to date | 57.7 | |
Total expected costs | 325 | |
TreeHouse 2020 Restructuring Plan | Asset Related Costs | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring charges | 38.3 | |
Cumulative costs to date | 38.3 | |
Total expected costs | 55 | |
TreeHouse 2020 Restructuring Plan | Employee Related Costs | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring charges | 9.1 | |
Cumulative costs to date | 9.1 | |
Total expected costs | 65 | |
TreeHouse 2020 Restructuring Plan | Other Restructuring Costs | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring charges | 10.3 | |
Cumulative costs to date | 10.3 | |
Total expected costs | 205 | |
Restructuring Plans Other Than TreeHouse 2020 | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring charges | 24.1 | |
Cumulative costs to date | 46.1 | |
Total expected costs | 48.3 | |
Restructuring Plans Other Than TreeHouse 2020 | Asset Related Costs | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring charges | 6.9 | |
Cumulative costs to date | 17.1 | |
Total expected costs | 17.1 | |
Restructuring Plans Other Than TreeHouse 2020 | Employee Related Costs | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring charges | 3.1 | |
Cumulative costs to date | 10.4 | |
Total expected costs | 11.2 | |
Restructuring Plans Other Than TreeHouse 2020 | Other Restructuring Costs | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring charges | 14.1 | |
Cumulative costs to date | 18.6 | |
Total expected costs | $ 20 |
Restructuring and Margin Impr61
Restructuring and Margin Improvement Activities - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost And Reserve [Line Items] | ||
Restructuring costs other than facility closing | $ 5.9 | $ 3.2 |
TreeHouse 2020 Restructuring Plan | ||
Restructuring Cost And Reserve [Line Items] | ||
Description of restructuring plan | In the third quarter of 2017, the Company announced TreeHouse 2020, a program intended to expand margins 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. | |
Inventory write-downs | $ 21.8 | |
Accelerated depreciation | $ 16.5 | |
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. By the end of the fourth quarter of 2017, we successfully transitioned production at the Brooklyn Park and Plymouth facilities. | |
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 | Jun. 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 | $ 5 | |
Restructuring Plans Other than Project 2020 | Ayer Massachusetts Facility Closure | ||
Restructuring Cost And Reserve [Line Items] | ||
Plant closure, (reduction) increase in expected costs | 0.9 | |
Restructuring Plans Other than Project 2020 | Ripon Wisconsin Facility Closure | ||
Restructuring Cost And Reserve [Line Items] | ||
Plant closure, (reduction) increase in expected costs | 1.4 | |
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 | 6.2 | |
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 |
Schedule of Facility Closures (
Schedule of Facility Closures (Detail) $ in Millions | 12 Months Ended | |
Dec. 31, 2017USD ($) | ||
TreeHouse 2020 Restructuring Plan | ||
Restructuring Cost And Reserve [Line Items] | ||
Total Costs to Close | $ 325 | |
TreeHouse 2020 Restructuring Plan | Dothan Alabama Facility Closure | ||
Restructuring Cost And Reserve [Line Items] | ||
Facility Location | Dothan, Alabama | |
Date of Closure Announcement | Aug. 3, 2017 | |
End of Production | Third quarter of 2018 | |
Full Facility Closure | Partial closure second quarter 2018 | |
Primary Products Produced | Trail mix and snack nuts | |
Primary Segment(s) Affected | Snacks | |
Total Costs to Close | $ 5.7 | |
Total Cash Costs (Proceeds) to Close | $ 3 | |
TreeHouse 2020 Restructuring Plan | Brooklyn Park Minnesota Facility Closure | ||
Restructuring Cost And Reserve [Line Items] | ||
Facility Location | Brooklyn Park, Minnesota | |
Date of Closure Announcement | Aug. 3, 2017 | |
End of Production | Fourth quarter of 2017 | |
Full Facility Closure | Fourth quarter of 2017 | |
Primary Products Produced | Dry dinners | |
Primary Segment(s) Affected | Baked Goods | |
Total Costs to Close | $ 19.5 | |
Total Cash Costs (Proceeds) to Close | $ 12.2 | |
TreeHouse 2020 Restructuring Plan | Plymouth Indiana Facility Closure | ||
Restructuring Cost And Reserve [Line Items] | ||
Facility Location | Plymouth, Indiana | |
Date of Closure Announcement | Aug. 3, 2017 | |
End of Production | Fourth quarter of 2017 | |
Full Facility Closure | Fourth quarter of 2017 | |
Primary Products Produced | Pickles | |
Primary Segment(s) Affected | Condiments | |
Total Costs to Close | $ 19.3 | |
Total Cash Costs (Proceeds) to Close | 14.5 | |
TreeHouse 2020 Restructuring Plan | Dothan Brooklyn Park And Plymouth | ||
Restructuring Cost And Reserve [Line Items] | ||
Total Costs to Close | 44.5 | |
Total Cash Costs (Proceeds) to Close | 29.7 | |
Restructuring Plans Other Than TreeHouse 2020 | ||
Restructuring Cost And Reserve [Line Items] | ||
Total Costs to Close | 48.3 | |
Total Cash Costs (Proceeds) to Close | $ 31.2 | |
Restructuring Plans Other Than TreeHouse 2020 | 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 | $ 6.8 | |
Total Cash Costs (Proceeds) to Close | $ 3.6 | |
Restructuring Plans Other Than TreeHouse 2020 | 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 | Mayonnaise | |
Primary Segment(s) Affected | Condiments | |
Total Costs to Close | $ 5.6 | |
Total Cash Costs (Proceeds) to Close | $ 4 | |
Restructuring Plans Other Than TreeHouse 2020 | 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 fruit snacks | |
Primary Segment(s) Affected | Snacks | |
Total Costs to Close | $ 21 | |
Total Cash Costs (Proceeds) to Close | $ 17.7 | |
Restructuring Plans Other Than TreeHouse 2020 | 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 | $ 0.8 | |
Total Cash Costs (Proceeds) to Close | $ 1 | |
Restructuring Plans Other Than TreeHouse 2020 | 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 | |
Restructuring Plans Other Than TreeHouse 2020 | 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 | $ 2.2 | |
[1] | The downsizing of this facility began in January 2017 and is expected to last approximately 15 months. On January 31, 2018, the Company announced the full closure of this facility. The costs associated with the full closure are included in the TreeHouse 2020 section. |
Schedule of Facility Closures63
Schedule of Facility Closures (Parenthetical) (Detail) - Battle Creek Michigan Facility Downsizing | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost And Reserve [Line Items] | ||
Expense | $ 87.7 | $ 21 |
Restructuring Plans Other Than TreeHouse 2020 | ||
Restructuring Cost And Reserve [Line Items] | ||
Expense | 24.1 | |
Restructuring Plans Other Than TreeHouse 2020 | Employee Severance | ||
Restructuring Cost And Reserve [Line Items] | ||
Balance as of December 31, 2016 | 3.5 | |
Payments | (5.9) | |
Adjustments | (0.3) | |
Balance as of December 31, 2017 | 6.1 | 3.5 |
Restructuring Plans Other Than TreeHouse 2020 | Employee Severance | Member Units | ||
Restructuring Cost And Reserve [Line Items] | ||
Expense | 8.8 | |
Restructuring Plans Other Than TreeHouse 2020 | Multiemployer Pension Plan Withdrawal | ||
Restructuring Cost And Reserve [Line Items] | ||
Balance as of December 31, 2016 | 0.8 | |
Balance as of December 31, 2017 | 0.8 | 0.8 |
Restructuring Plans Other Than TreeHouse 2020 | Other Restructuring Costs | ||
Restructuring Cost And Reserve [Line Items] | ||
Expense | 14.1 | |
Payments | (0.9) | |
Balance as of December 31, 2017 | 2.7 | |
Restructuring Plans Other Than TreeHouse 2020 | Other Restructuring Costs | Member Units | ||
Restructuring Cost And Reserve [Line Items] | ||
Expense | 3.6 | |
Restructuring Plans Other Than TreeHouse 2020 | Employee Related Costs | ||
Restructuring Cost And Reserve [Line Items] | ||
Balance as of December 31, 2016 | 4.3 | |
Expense | 3.1 | |
Payments | (6.8) | |
Adjustments | (0.3) | |
Balance as of December 31, 2017 | 9.6 | $ 4.3 |
Restructuring Plans Other Than TreeHouse 2020 | Employee Related Costs | Member Units | ||
Restructuring Cost And Reserve [Line Items] | ||
Expense | $ 12.4 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | Feb. 01, 2016 | Jan. 26, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||||
Business acquisition, cost of acquired entity, purchase price, net of cash | $ 2,644,400,000 | |||||
Net proceeds from issuance of common stock | 835,100,000 | |||||
Proceeds from issuance of 2024 and 2022 Notes | 775,000,000 | |||||
Proceeds from issuance of Term Loans | 1,025,000,000 | |||||
Cost of sales | $ 5,223,100,000 | 5,049,700,000 | $ 2,562,100,000 | |||
Goodwill | $ 2,447,200,000 | $ 2,182,000,000 | 2,447,200,000 | 1,649,800,000 | ||
Customer relationships | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Useful Life | 5 years | |||||
Customer relationships | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Useful Life | 20 years | |||||
Formulas/recipes | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Useful Life | 5 years | |||||
Formulas/recipes | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Useful Life | 7 years | |||||
Computer software | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Useful Life | 2 years | |||||
Computer software | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Useful Life | 7 years | |||||
Baked Goods | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 554,200,000 | $ 555,600,000 | 554,200,000 | |||
Beverages | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 713,200,000 | 716,700,000 | 713,200,000 | 710,400,000 | ||
Condiments | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 433,100,000 | 438,000,000 | 433,100,000 | 369,100,000 | ||
Meals | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 470,600,000 | 471,700,000 | 470,600,000 | 58,400,000 | ||
Snacks | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 276,100,000 | 276,100,000 | 511,900,000 | |||
Private brands business of ConAgra Foods | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, cost of acquired entity, purchase price, net of cash | $ 2,644,400,000 | |||||
Net proceeds from issuance of common stock | 835,100,000 | $ 835,100,000 | ||||
Proceeds from issuance of 2024 and 2022 Notes | 760,700,000 | |||||
Proceeds from issuance of Term Loans | 1,025,000,000 | |||||
Net sales | 2,992,900,000 | |||||
Income before income taxes | $ 117,300,000 | |||||
Integration costs | $ 9,700,000 | |||||
Indemnification assets | 13,800,000 | |||||
Goodwill | 1,141,200,000 | |||||
Business acquisition related costs | 35,200,000 | $ 0 | ||||
Asset impairment charges | $ 1,300,000,000 | |||||
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 | |||||
Useful Life | 10 years | |||||
Private brands business of ConAgra Foods | Formulas/recipes | ||||||
Business Acquisition [Line Items] | ||||||
Intangible asset | $ 23,200,000 | |||||
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] | ||||||
Useful Life | 1 year | |||||
Private brands business of ConAgra Foods | Computer software | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Useful Life | 5 years | |||||
Private brands business of ConAgra Foods | Retail Grocery Customers | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible asset | $ 496,100,000 | |||||
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 | |||||
Useful Life | 10 years | |||||
Private brands business of ConAgra Foods | Baked Goods | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 555,600,000 | |||||
Private brands business of ConAgra Foods | Beverages | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 1,100,000 | |||||
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 | 413,300,000 | |||||
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 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 01, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,182 | $ 2,447.2 | $ 1,649.8 | |
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 - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | ||
Pro forma net sales | $ 6,499.1 | $ 6,795.9 |
Pro forma net loss | $ (206.9) | $ (664.2) |
Pro forma basic loss per common share | $ (3.65) | $ (11.79) |
Pro forma diluted loss per common share | $ (3.65) | $ (11.79) |
Investments (Detail)
Investments (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Investment [Line Items] | ||
Investments | $ 14.1 | $ 10.4 |
Equity | United States | ||
Investment [Line Items] | ||
Investments | 10.7 | 7.6 |
Equity | Non-U.S | ||
Investment [Line Items] | ||
Investments | 2.3 | 1.8 |
Fixed Income | ||
Investment [Line Items] | ||
Investments | $ 1.1 | $ 1 |
Investments - Additional Inform
Investments - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Investment [Line Items] | |
Realized gains on investments | $ 0.2 |
Interest expense | |
Investment [Line Items] | |
Net unrealized investment gains (losses) | (0.1) |
Interest income | |
Investment [Line Items] | |
Net unrealized investment gains (losses) | $ 2 |
Receivables Sales Agreement - A
Receivables Sales Agreement - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Receivables [Abstract] | |
Proceeds from receivables sales | $ 200,000,000 |
Sale of accounts receivables | 74,600,000 |
Loss on sale of receivables | 200,000 |
Retained interest | $ 0 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 416.5 | $ 429.4 |
Finished goods | 530 | 571.9 |
LIFO reserve | (28.2) | (23.3) |
Total inventories | $ 918.3 | $ 978 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | ||
LIFO inventory | $ 92.9 | $ 105.9 |
LIFO inventory liquidation | 0 | 0 |
Inventory accounted for under the weighted average cost method | $ 144.1 | $ 116.2 |
Property, Plant, and Equipmen73
Property, Plant, and Equipment (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Abstract] | ||
Land | $ 69.8 | $ 71.2 |
Buildings and improvements | 454.6 | 465.3 |
Machinery and equipment | 1,310.2 | 1,324.5 |
Construction in progress | 93.8 | 85 |
Total | 1,928.4 | 1,946 |
Less accumulated depreciation | (634) | (586.7) |
Property, plant, and equipment, net | $ 1,294.4 | $ 1,359.3 |
Property, Plant, and Equipmen74
Property, Plant, and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 173.5 | $ 178.4 | $ 61.5 |
Goodwill and Intangible Asset75
Goodwill and Intangible Assets - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Goodwill And Intangible Assets [Line Items] | |||
Number of operating segments | Segment | 5 | ||
Impairment losses | $ 276,400,000 | $ 344,900,000 | |
Goodwill deductible for tax purposes | 430,000,000 | ||
Impairment of intangible assets, indefinite-lived | 0 | ||
Impairment of intangible assets, finite-lived | (273,300,000) | (3,800,000) | |
Intangible assets, net | 773,000,000 | 1,137,600,000 | |
Amortization expense on intangible assets | $ 114,100,000 | 109,900,000 | $ 60,600,000 |
Weighted Average | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful Life | 10 years 3 months 18 days | ||
Snacks | |||
Goodwill And Intangible Assets [Line Items] | |||
Impairment of intangible assets, finite-lived | $ 273,300,000 | ||
Amport | |||
Goodwill And Intangible Assets [Line Items] | |||
Impairment of intangible assets, finite-lived | 3,800,000 | ||
Other Intangible Assets | |||
Goodwill And Intangible Assets [Line Items] | |||
Impairment of intangible assets, finite-lived | 0 | ||
Customer-related Intangible Assets | |||
Goodwill And Intangible Assets [Line Items] | |||
Impairment of intangible assets, finite-lived | $ (273,300,000) | ||
Customer-related Intangible Assets | Weighted Average | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful Life | 11 years 1 month 6 days | ||
Contractual agreements | Weighted Average | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful Life | 6 months | ||
Trademarks | |||
Goodwill And Intangible Assets [Line Items] | |||
Impairment of intangible assets, finite-lived | (3,800,000) | ||
Trademarks | Weighted Average | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful Life | 8 years 2 months 12 days | ||
Trademarks | Minimum | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful Life | 10 years | ||
Trademarks | Maximum | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful Life | 20 years | ||
Formulas/recipes | Weighted Average | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful Life | 3 years | ||
Formulas/recipes | Minimum | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful Life | 5 years | ||
Formulas/recipes | Maximum | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful Life | 7 years | ||
Computer software | Weighted Average | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful Life | 4 years 6 months | ||
Computer software | Minimum | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful Life | 2 years | ||
Computer software | Maximum | |||
Goodwill And Intangible Assets [Line Items] | |||
Useful Life | 7 years | ||
Saucemaker | |||
Goodwill And Intangible Assets [Line Items] | |||
Impairment of intangible assets, indefinite-lived | 3,600,000 | ||
Other Intangible Assets | |||
Goodwill And Intangible Assets [Line Items] | |||
Impairment of intangible assets, indefinite-lived | 0 | ||
Snacks | |||
Goodwill And Intangible Assets [Line Items] | |||
Impairment losses | $ 276,400,000 | 333,400,000 | |
Condiments | |||
Goodwill And Intangible Assets [Line Items] | |||
Impairment losses | $ 11,500,000 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | ||
Balance at January 1, 2016 | $ 2,447.2 | $ 1,649.8 |
Acquisitions | 1,123.9 | |
Purchase price adjustments | 3 | 14.3 |
Impairment losses | (276.4) | (344.9) |
Foreign currency exchange adjustments | 8.2 | 4.1 |
Balance at December 31, 2016 | 2,182 | 2,447.2 |
Baked Goods | ||
Goodwill [Line Items] | ||
Balance at January 1, 2016 | 554.2 | |
Acquisitions | 547.2 | |
Purchase price adjustments | 1.4 | 7 |
Balance at December 31, 2016 | 555.6 | 554.2 |
Beverages | ||
Goodwill [Line Items] | ||
Balance at January 1, 2016 | 713.2 | 710.4 |
Acquisitions | 1.1 | |
Foreign currency exchange adjustments | 3.5 | 1.7 |
Balance at December 31, 2016 | 716.7 | 713.2 |
Condiments | ||
Goodwill [Line Items] | ||
Balance at January 1, 2016 | 433.1 | 369.1 |
Acquisitions | 72.2 | |
Purchase price adjustments | 0.2 | 0.9 |
Impairment losses | (11.5) | |
Foreign currency exchange adjustments | 4.7 | 2.4 |
Balance at December 31, 2016 | 438 | 433.1 |
Meals | ||
Goodwill [Line Items] | ||
Balance at January 1, 2016 | 470.6 | 58.4 |
Acquisitions | 407 | |
Purchase price adjustments | 1.1 | 5.2 |
Balance at December 31, 2016 | 471.7 | 470.6 |
Snacks | ||
Goodwill [Line Items] | ||
Balance at January 1, 2016 | 276.1 | 511.9 |
Acquisitions | 96.4 | |
Purchase price adjustments | 0.3 | 1.2 |
Impairment losses | $ (276.4) | (333.4) |
Balance at December 31, 2016 | $ 276.1 |
Carrying Amounts of Intangible
Carrying Amounts of Intangible Assets with Indefinite Lives Other Than Goodwill (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Indefinite lived intangibles | $ 22.8 | $ 21.6 |
Trademarks | ||
Indefinite Lived Intangible Assets By Major Class [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 | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,509.6 | $ 1,506.3 |
Accumulated Amortization | (486.1) | (386.5) |
Impairment Losses | (273.3) | (3.8) |
Net Carrying Amount | 750.2 | 1,116 |
Customer-related Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,265.4 | 1,284.3 |
Accumulated Amortization | (361.4) | (293.3) |
Impairment Losses | (273.3) | |
Net Carrying Amount | 630.7 | 991 |
Contractual agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3 | 3 |
Accumulated Amortization | (3) | (2.9) |
Net Carrying Amount | 0.1 | |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 69.6 | 69.6 |
Accumulated Amortization | (28.7) | (19.8) |
Impairment Losses | (3.8) | |
Net Carrying Amount | 40.9 | 46 |
Formulas/recipes | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 33.8 | 33.7 |
Accumulated Amortization | (18.3) | (12.8) |
Net Carrying Amount | 15.5 | 20.9 |
Computer software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 137.8 | 115.7 |
Accumulated Amortization | (74.7) | (57.7) |
Net Carrying Amount | $ 63.1 | $ 58 |
Estimated Amortization Expense
Estimated Amortization Expense on Intangible Assets (Detail) $ in Millions | Dec. 31, 2017USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2,018 | $ 101 |
2,019 | 98.4 |
2,020 | 96.3 |
2,021 | 87.5 |
2,022 | $ 83.5 |
Accounts Payable and Accrued 80
Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Accounts payable | $ 451.3 | $ 458.1 |
Payroll and benefits | 59.9 | 78.5 |
Interest | 23.8 | 24.1 |
Taxes | 7.4 | 31 |
Health insurance, workers’ compensation, and other insurance costs | 28.7 | 17.2 |
Marketing expenses | 10.4 | 12.4 |
Other accrued liabilities | 8.2 | 5.5 |
Total | $ 589.7 | $ 626.8 |
Components of (Loss) Income Bef
Components of (Loss) Income Before Income Taxes (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | [1] | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | [1] | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||||||||||||
Domestic source | $ (544.4) | $ (190.6) | $ 179.4 | ||||||||||
Foreign source | 19.8 | (4.8) | (8.2) | ||||||||||
(Loss) income before income taxes | $ (538.4) | $ 30.1 | $ (56) | $ 39.7 | $ (265.4) | $ 52.6 | $ 22.2 | $ (4.8) | $ (524.6) | $ (195.4) | $ 171.2 | ||
[1] | The Company acquired the Private Brands Business on February 1, 2016. |
Components of Provision for Inc
Components of Provision for Income Taxes (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal | $ (17.6) | $ 33.7 | $ 57.2 |
State | (0.4) | 4.5 | 9.3 |
Foreign | 10.7 | 7.5 | (4.2) |
Total current | (7.3) | 45.7 | 62.3 |
Deferred: | |||
Federal | (214.3) | (5) | (5.7) |
State | (15.4) | (0.2) | (2) |
Foreign | (1.4) | (7.3) | 1.7 |
Total deferred | (231.1) | (12.5) | (6) |
Total income tax expense | $ (238.4) | $ 33.2 | $ 56.3 |
Reconciliation of Income Tax Ex
Reconciliation of Income Tax Expense Computed at U.S. Federal Statutory Tax Rate to Income Tax Expense (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Tax at statutory rate | $ (183.7) | $ (68.4) | $ 59.9 |
State income taxes | (10.3) | 2.8 | 4.7 |
Tax benefit of cross-border intercompany financing structure | (3.9) | (3.8) | (4) |
Domestic production activities deduction | (0.4) | (5.1) | (5.4) |
Excess tax benefits related to stock-based compensation | (2.4) | (3.9) | |
Section 956 inclusion, Section 78 Gross-Up | 13.2 | ||
Goodwill impairment | 91.8 | 112 | |
Remeasurement of Deferred Tax Assets/Liabilities | (113.9) | ||
Transition Tax | 9.6 | ||
Foreign Tax Credit | (29.7) | ||
Other, net | (8.7) | (0.4) | 1.1 |
Total income tax expense | $ (238.4) | $ 33.2 | $ 56.3 |
Tax Effects of Temporary Differ
Tax Effects of Temporary Differences Giving Rise to Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Pension and postretirement benefits | $ 19.9 | $ 35.6 |
Accrued liabilities | 26.8 | 48 |
Stock compensation | 13.3 | 19.4 |
Inventory Reserves | 9.4 | 12.9 |
Loss and credit carryovers | 62.2 | 22.1 |
Other | 11.4 | 32.2 |
Total deferred tax assets | 143 | 170.2 |
Valuation allowance | (14.9) | (8.9) |
Total deferred tax assets, net of valuation allowance | 128.1 | 161.3 |
Deferred tax liabilities: | ||
Fixed assets and intangible assets | (306.5) | (583.5) |
Total deferred tax liabilities | (306.5) | (583.5) |
Net deferred income tax liability | $ (178.4) | $ (422.2) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||||
Corporate tax rate | 35.00% | |||
Change in tax rate, income tax benefit | $ (104.2) | |||
Income tax benefit related to adjustments of net deferred liability | (108.4) | |||
Transition Tax | 9.6 | |||
Valuation allowance | $ 14.9 | $ 8.9 | ||
Income tax examination, year under examination | 2,018 | |||
Unrecognized tax benefits that would impact the effective tax rate, if reversed | $ 5.7 | 7.3 | ||
Unrecognized tax benefits assumed in prior acquisitions | 20.7 | 20.1 | ||
Decrease in total amount of unrecognized tax benefits within the next 12 months | 9.5 | |||
Decrease in unrecognized tax benefits is reasonably possible | 1.4 | |||
Unrecognized tax benefits, recognized interest and penalties in income tax expense (benefit) | 1.2 | 0.8 | $ 0.1 | |
Unrecognized tax benefits, accrued payment of interest and penalties | 5.5 | 4.6 | ||
Unrecognized tax benefits, accrued payment of interest and penalties, subject to in | 5.3 | |||
Undistributed earnings, foreign subsidiaries | 82.3 | |||
Tax benefit related to foreign earnings | 3.9 | $ 3.8 | ||
Scenario, Forecast | ||||
Income Taxes [Line Items] | ||||
Corporate tax rate | 21.00% | |||
Maximum percentage of deductible interest expense | 30.00% | |||
domestic and international operations | net operating loss carryforwards | ||||
Income Taxes [Line Items] | ||||
Deferred tax asset carryforward | 10.5 | |||
Benefit in loss carryforwards | $ 42.2 | |||
Operating loss carryforwards expiration period | 20 years | |||
domestic and international operations | net operating loss carryforwards | Minimum | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards expiration year | 2,033 | |||
domestic and international operations | net operating loss carryforwards | Maximum | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards expiration year | 2,037 | |||
state | net operating loss carryforwards | ||||
Income Taxes [Line Items] | ||||
Deferred tax asset carryforward | $ 8.3 | |||
Benefit in loss carryforwards | $ 168.2 | |||
state | net operating loss carryforwards | Minimum | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards expiration period | 1 year | |||
Net operating loss carryforwards expiration year | 2,018 | |||
state | net operating loss carryforwards | Maximum | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards expiration period | 20 years | |||
Net operating loss carryforwards expiration year | 2,037 | |||
state | income tax credit carryforwards | ||||
Income Taxes [Line Items] | ||||
Deferred tax asset carryforward | $ 13.2 | |||
state | income tax credit carryforwards | Minimum | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforwards expiration period | 1 year | |||
Tax credit carryforwards expiration year | 2,018 | |||
state | income tax credit carryforwards | Maximum | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforwards expiration period | 15 years | |||
Tax credit carryforwards expiration year | 2,031 | |||
foreign | Foreign tax credit carryforwards | ||||
Income Taxes [Line Items] | ||||
Deferred tax asset carryforward | $ 28.4 | |||
Operating loss carryforwards expiration period | 10 years | |||
foreign | Foreign tax credit carryforwards | Minimum | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards expiration year | 2,026 | |||
foreign | Foreign tax credit carryforwards | Maximum | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards expiration year | 2,027 |
Reconciliation of Beginning and
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits beginning balance | $ 31.4 | $ 19.5 | $ 13.2 |
Additions and reductions based on tax positions related to the current year | 1.1 | 0.1 | |
Additions and reductions based on tax positions of prior years | 0.4 | 1.8 | 1.5 |
Additions resulting from acquisitions | 14.4 | 6.4 | |
Reductions due to statute lapses | (4.6) | (4.2) | (1.4) |
Reductions related to settlements with taxing authorities | (2) | ||
Foreign currency translation, increase | 0.1 | ||
Foreign currency translation, decrease | (0.1) | (0.3) | |
Unrecognized tax benefits ending balance | $ 26.4 | $ 31.4 | $ 19.5 |
Long-Term Debt (Detail)
Long-Term Debt (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Other debt | $ 3.1 | $ 5.7 |
Total outstanding debt | 2,574.6 | 2,824.5 |
Deferred financing costs | (28.8) | (33.3) |
Less current portion | (10.1) | (66.4) |
Total long-term debt | 2,535.7 | 2,724.8 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Revolving Credit Facility | 170 | |
Term Loan A | ||
Debt Instrument [Line Items] | ||
Term Loan | 498.8 | 288 |
Term Loan A-1 | ||
Debt Instrument [Line Items] | ||
Term Loan | 897.8 | 180 |
Term Loan A 2 | ||
Debt Instrument [Line Items] | ||
Term Loan | 1,005.8 | |
2022 Notes | ||
Debt Instrument [Line Items] | ||
Senior notes | 400 | 400 |
2024 Notes | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 775 | $ 775 |
Scheduled Maturities of Outstan
Scheduled Maturities of Outstanding Debt, Excluding Deferred Financing Costs (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
2,018 | $ 15.2 | |
2,019 | 15.1 | |
2,020 | 14.3 | |
2,021 | 14.2 | |
2,022 | 414.1 | |
Thereafter | 2,101.8 | |
Total outstanding debt | $ 2,574.6 | $ 2,824.5 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Feb. 01, 2016 | |
Debt Instrument [Line Items] | ||
Average interest rate on debt outstanding | 2.976% | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Revolving credit facility - maximum borrowing capacity | $ 900,000,000 | $ 750,000,000 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Fees related to amended and restated credit agreement | $ 5,200,000 | |
Term loan maturity date | Jan. 31, 2025 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Fees related to amended and restated credit agreement | $ 13,600,000 | |
Term loan maturity date | Feb. 1, 2023 |
Long-Term Debt - Revolving Cred
Long-Term Debt - Revolving Credit Facility - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Feb. 01, 2016 | |
Debt Instrument [Line Items] | ||
Ownership percentage of direct and indirect Guarantor subsidiaries | 100.00% | |
Debt instrument covenant consolidated net leverage ratio | 4 | |
Debt instrument covenant permissible acquisition consolidated net leverage ratio | 4.5 | |
Debt instrument, covenant description | The Credit Agreement contains various financial and restrictive covenants and requires that the Company maintain a consolidated net leverage ratio of no greater than 4.0 to 1.0 (or no greater than 4.5 to 1.0 for a measurement period that includes a fiscal quarter in which the Company entered into a permitted acquisition) | |
Direct And Indirect Guarantor Subsidiaries | ||
Debt Instrument [Line Items] | ||
Ownership percentage of direct and indirect Guarantor subsidiaries | 100.00% | |
Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, unused fee rate | 0.20% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, unused fee rate | 0.30% | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Revolving credit facility available | $ 716,000,000 | |
Revolving credit facility - maximum borrowing capacity | 900,000,000 | $ 750,000,000 |
Letters of credit facility issued but undrawn | $ 34,000,000 | |
Revolving credit availability reduced by undrawn letters of credit | there were $34.0 million in letters of credit under the Revolving Credit Facility that were issued but undrawn, which have been included as a reduction to the calculation of available credit. | |
Minimum payment default amount that triggers a Cross default provision | $ 75,000,000 | |
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Description of interest rate options | The interest rates applicable to the Revolving Credit Facility are based upon the Company’s consolidated net leverage ratio or the Company’s Corporate Credit Rating | |
Revolving Credit Facility | Base Rate Margin | ||
Debt Instrument [Line Items] | ||
Description of interest rate options | The interest rates applicable to the Revolving Credit Facility are based upon the Company’s consolidated net leverage ratio | |
Revolving Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.20% | |
Revolving Credit Facility | Minimum | Base Rate Margin | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 0.20% | |
Revolving Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.60% | |
Revolving Credit Facility | Maximum | Base Rate Margin | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 0.60% |
Long-Term Debt - Term Loan A -
Long-Term Debt - Term Loan A - Additional Information (Detail) - Term Loan A - USD ($) $ in Millions | Dec. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||
Term loan - issuance amount | $ 500 | ||
Term loan maturity date | Jan. 31, 2025 | ||
Frequency of payments | Quarterly | ||
Term loans | $ 498.8 | $ 288 | |
London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Description of interest rate options | The interest rates applicable to Term Loan A are based upon the Company’s consolidated net leverage ratio or the Company’s Corporate Credit Rating, whichever results in lower pricing | ||
Base Rate Margin | |||
Debt Instrument [Line Items] | |||
Description of interest rate options | The interest rates applicable to Term Loan A are based upon the Company’s consolidated net leverage ratio or the Company’s Corporate Credit Rating, whichever results in lower pricing | ||
Minimum | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.675% | ||
Minimum | Base Rate Margin | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.675% | ||
Maximum | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 2.075% | ||
Maximum | Base Rate Margin | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.075% |
Long-Term Debt - Term Loan A-1
Long-Term Debt - Term Loan A-1 - Additional Information (Detail) - Term Loan A-1 - USD ($) $ in Millions | Dec. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||
Term loan - issuance amount | $ 900 | ||
Term loan maturity date | Feb. 1, 2023 | ||
Frequency of payments | Quarterly | ||
Term loans | $ 897.8 | $ 180 | |
London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Description of interest rate options | The interest rates applicable to Term Loan A-1 are the same as those applicable to the Revolving Credit Facility (other than, for the avoidance of doubt, the unused fee). Principal amortization payments | ||
Base Rate Margin | |||
Debt Instrument [Line Items] | |||
Description of interest rate options | The interest rates applicable to Term Loan A-1 are the same as those applicable to the Revolving Credit Facility (other than, for the avoidance of doubt, the unused fee). Principal amortization payments |
Long-Term Debt - 2022 Notes - A
Long-Term Debt - 2022 Notes - Additional Information (Detail) - USD ($) $ in Millions | Mar. 11, 2014 | Mar. 31, 2014 | Dec. 31, 2017 |
2022 Notes | |||
Debt Instrument [Line Items] | |||
Gross proceeds from issuance of debt | $ 400 | ||
Stated debt interest rate | 4.875% | ||
Term loan maturity date | Mar. 15, 2022 | ||
Net proceeds from issuance of debt | $ 394 | ||
Underwriting discount | $ 6 | ||
Effective interest rate on senior notes | 4.99% | ||
Redemption prices, plus accrued and unpaid interest, Percentage | 101.00% | ||
Senior notes, early redemption description | In the event of a change in control of the Company, the Company will be required to make an offer to purchase the 2022 Notes at a purchase price equal to 101% of the principal amount of the 2022 Notes, plus accrued and unpaid interest up to the purchase date | ||
2022 Notes | Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Senior notes, early redemption description | The Company may redeem all or some of the 2022 Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices as set forth in the indenture plus any accrued or unpaid interest to the applicable redemption date | ||
2018 Notes | |||
Debt Instrument [Line Items] | |||
Stated debt interest rate | 7.75% | 7.75% | |
Term loan maturity date | Mar. 1, 2018 |
Long-Term Debt - 2024 Notes - A
Long-Term Debt - 2024 Notes - Additional Information (Detail) - USD ($) $ in Millions | Jan. 29, 2016 | Dec. 31, 2017 |
2024 Notes | ||
Debt Instrument [Line Items] | ||
Term loan - issuance amount | $ 775 | |
Stated debt interest rate | 6.00% | |
Term loan maturity date | Feb. 15, 2024 | |
Net proceeds from the issuance of the 2024 Notes | $ 760.7 | |
Effective interest rate on senior notes | 6.23% | |
Interest payment dates of 2024 Notes | February 15 and August 15 of each year | |
Redemption prices, plus accrued and unpaid interest, Percentage | 101.00% | |
Senior notes, early redemption description | In the event of certain change of control events, as described in the Indenture, the Company may be required to purchase the 2024 Notes from the holders at a purchase price of 101% of the principal amount plus any accrued and unpaid interest. | |
2024 Notes | Debt Instrument, Redemption, Period One | ||
Debt Instrument [Line Items] | ||
Senior notes, early redemption start date | Feb. 15, 2019 | |
Senior notes, early redemption description | The Company may redeem some or all of the 2024 Notes at any time on or after February 15, 2019 at the applicable redemption prices described in the Indenture plus accrued and unpaid interest, if any, up to but not including the redemption date. | |
2024 Notes | Debt Instrument, Redemption, Period Two | ||
Debt Instrument [Line Items] | ||
Redemption prices, plus accrued and unpaid interest, Percentage | 100.00% | |
Senior notes, early redemption start date | Feb. 15, 2019 | |
Senior notes, early redemption description | In addition, prior to February 15, 2019, the Company may redeem all or a portion of the 2024 Notes at a price equal to 100% of the principal amount plus the “make-whole” premium set forth in the Indenture plus accrued and unpaid interest, if any, up to but not including the redemption date. | |
2024 Notes | Debt Instrument, Redemption, Period Three | ||
Debt Instrument [Line Items] | ||
Senior notes, early redemption start date | Feb. 15, 2019 | |
Senior notes, early redemption description | The Company may also redeem up to 40% of the 2024 Notes prior to February 15, 2019 with the net cash proceeds received from certain equity offerings at the redemption price set forth in the Indenture. | |
Senior notes, redemption rate of principal amount | 40.00% | |
2022 Notes and 2024 Notes | ||
Debt Instrument [Line Items] | ||
Indenture accreted amount due and payable percentage | 25.00% |
Long-Term Debt - Interest Rate
Long-Term Debt - Interest Rate Swap Agreements - Additional Information (Detail) - Interest Rate Swap - USD ($) | 1 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Derivative notional amount | $ 500,000,000 | $ 500,000,000 |
Weighted average fixed interest rate | 0.86% | 0.86% |
Derivative contract, term | 37 months | |
Derivative contract, date entered | Jan. 31, 2017 | |
Derivative contract, date matures | Feb. 28, 2020 | |
Minimum | ||
Debt Instrument [Line Items] | ||
Borrowing cost percentage on swapped principal | 2.26% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Borrowing cost percentage on swapped principal | 2.76% |
Long-Term Debt - Capital Lease
Long-Term Debt - Capital Lease and Other Obligations - Additional Information (Detail) | Dec. 31, 2017USD ($) |
Machinery and equipment | |
Debt Instrument [Line Items] | |
Capital lease obligations | $ 3,100,000 |
Long-Term Debt - Deferred Finan
Long-Term Debt - Deferred Financing Costs - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Deferred financing costs | $ 28.8 | $ 33.3 |
Long Term Debt Current | ||
Debt Instrument [Line Items] | ||
Deferred financing costs | 5.1 | 6.7 |
Long-term Debt | ||
Debt Instrument [Line Items] | ||
Deferred financing costs | $ 23.7 | $ 26.6 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Nov. 02, 2017 | Feb. 01, 2016 | Jan. 26, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 06, 2019 |
Stockholders Equity Note [Line Items] | ||||||
Common stock, shares authorized | 90,000,000 | 90,000,000 | ||||
Common stock, par value | $ 0.01 | $ 0.01 | ||||
Common stock, dividend declared | 0 | |||||
Common stock, dividend paid | $ 0 | |||||
Net proceeds from issuance of common stock | $ 835.1 | |||||
Additional paid-in capital | $ 2,107 | $ 2,071.9 | ||||
Common stock, shares issued | 56,638,498 | 56,800,000 | ||||
Common stock, shares outstanding | 56,638,498 | 56,800,000 | ||||
Repurchase of common stock, value | $ 28.7 | |||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Common Stock | ||||||
Stockholders Equity Note [Line Items] | ||||||
Stock repurchase program, expected amount under administrative repurchase plan | $ 100 | |||||
Stock repurchase program, expected annual cap | 150 | |||||
Repurchase of common stock, shares acquired | 600,000 | |||||
Repurchase of common stock, value | $ 28.7 | |||||
Common Stock | Maximum | ||||||
Stockholders Equity Note [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 400 | |||||
Scenario, Forecast | Common Stock | ||||||
Stockholders Equity Note [Line Items] | ||||||
Stock repurchase program, authorized amount under administrative repurchase plan | $ 50 | |||||
Private brands business of ConAgra Foods | ||||||
Stockholders Equity Note [Line Items] | ||||||
Shares issuable, in relation to the acquisition, shares | 13,269,230 | |||||
Shares issuable, in relation to the acquisition, price per share | $ 65 | |||||
Shares issuable, in relation to the acquisition, value | $ 862.5 | |||||
Net proceeds from issuance of common stock | $ 835.1 | 835.1 | ||||
Additional paid-in capital | 835 | |||||
Net proceeds recorded in common stock at par value | $ 0.1 |
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 | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | [1] | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | [1] | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||||||||||||||
Net (loss) income | $ (309) | $ 28.8 | $ (34.2) | $ 28.2 | $ (281.8) | $ 37.4 | $ 18.9 | $ (3.1) | $ (286.2) | $ (228.6) | $ 114.9 | |||||||||
Weighted average shares -- basic | 57.1 | 55.7 | 43.1 | |||||||||||||||||
Assumed exercise/vesting of equity awards | [2] | 0.6 | ||||||||||||||||||
Weighted average diluted common shares outstanding | 57.1 | 55.7 | 43.7 | |||||||||||||||||
Net (loss) earnings per basic share | $ (5.40) | [3] | $ 0.50 | [3] | $ (0.60) | [3] | $ 0.50 | [3] | $ (4.96) | [3] | $ 0.66 | [3] | $ 0.34 | [3] | $ (0.06) | [3] | $ (5.01) | $ (4.10) | $ 2.67 | |
Net (loss) earnings per diluted share | $ (5.40) | [3] | $ 0.50 | [3] | $ (0.60) | [3] | $ 0.49 | [3] | $ (4.96) | [3] | $ 0.65 | [3] | $ 0.33 | [3] | $ (0.06) | [3] | $ (5.01) | $ (4.10) | $ 2.63 | |
[1] | The Company acquired the Private Brands Business on February 1, 2016. | |||||||||||||||||||
[2] | (1)Incremental shares from equity awards are computed by the treasury stock method. For the years ended December 31, 2017 and 2016, weighted average common shares outstanding is the same for the computations of basic and diluted shares because the Company had a net loss for the period. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 1.6 million, 1.2 million, and 0.7 million for the years ended December 31, 2017, 2016, and 2015, respectively. | |||||||||||||||||||
[3] | Due to rounding and the fluctuations in shares, the sum of the four quarters may not be the same as the total for the year. |
Summary of Effect of Share-B100
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 | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |||
Equity awards, excluded from computation of diluted earnings | 1.6 | 1.2 | 0.7 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation | $ 30 | $ 29.9 | $ 22.9 |
Tax benefit recognized related to the compensation cost of share-based awards | $ 11.1 | $ 10.9 | $ 9.5 |
Expected term | 6 years | 6 years | 6 years |
Performance units converted into shares of common stock | 72,335 | ||
Stock units, vested | 81,556 | ||
Conversion ratio of awards vesting | 113.00% | ||
Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Compensation costs, unrecognized | $ 13.5 | ||
Compensation costs, recognition weighted average remaining period (in years) | 1 year 10 months 25 days | ||
Weighted average grant date fair | $ 25.56 | $ 25.89 | $ 22.04 |
Share based compensation arrangement, award vesting period | 3 years | ||
Share based compensation arrangement, award expiration period | 10 years | ||
Expected term | 6 years | ||
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 | ||
Stock units, vested | 3,000 | ||
Employee Restricted Stock Units and Director Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation | $ 22 | $ 17.3 | $ 11.7 |
Compensation costs, unrecognized | $ 26.2 | ||
Compensation costs, recognition weighted average remaining period (in years) | 1 year 9 months 18 days | ||
Performance Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation | $ (0.8) | $ 5.4 | $ 4.6 |
Compensation costs, unrecognized | $ 1.3 | ||
Compensation costs, recognition weighted average remaining period (in years) | 1 year 4 months 24 days | ||
Stock units, vested | 72,000 | ||
Performance Units | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Predefined percentage for calculation of performance unit awards | 0.00% | ||
Performance Units | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Predefined percentage for calculation of performance unit awards | 200.00% | ||
TreeHouse Foods, Inc. Equity and Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Maximum number of shares authorized to be awarded | 16,100,000 | ||
Shares available | 5,100,000 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | |
Dec. 31, 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 | 483 | |
Options, Forfeited | (133) | |
Options, Exercised | (292) | |
Options, Expired | (28) | |
Options Outstanding, Ending Balance | 2,099 | 2,069 |
Options, Vested/expected to vest, at December 31, 2017 | 2,048 | |
Options, Exercisable, at December 31, 2017 | 1,349 | |
Directors Stock Option | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options Outstanding, Beginning Balance | 20 | |
Options, Exercised | (20) | |
Options Outstanding, Ending Balance | 20 | |
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 | 83.99 | |
Weighted Average Exercise Price, Forfeited | 86.58 | |
Weighted Average Exercise Price, Exercised | 38.77 | |
Weighted Average Exercise Price, Expired | 80.23 | |
Weighted Average Exercise Price, Outstanding, Ending Balance | 71.46 | $ 64.77 |
Weighted Average Exercise Price, Vested/expected to vest, at December 31, 2017 | 71.08 | |
Weighted Average Exercise Price, Exercisable, at December 31, 2017 | $ 62.78 | |
Weighted Average Remaining Contractual Term, Outstanding | 6 years 1 month 6 days | 5 years 9 months 18 days |
Weighted Average Remaining Contractual Term, Vested/expected to vest | 6 years 1 month 6 days | |
Weighted Average Remaining Contractual Term, Exercisable | 4 years 8 months 12 days | |
Aggregate Intrinsic Value, Outstanding | $ 5.9 | $ 28.9 |
Aggregate Intrinsic Value, Vested/expected to vest, at December 31, 2017 | 5.9 | |
Aggregate Intrinsic Value, Exercisable, at December 31, 2017 | $ 5.9 |
Summary of Employee and Directo
Summary of Employee and Director Stock Option Highlights (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Compensation expense | $ 30 | $ 29.9 | $ 22.9 |
Employee And Director Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Compensation expense | 8.8 | 7.2 | 6.6 |
Intrinsic value of stock options exercised | 12.1 | 6.9 | 15.7 |
Tax benefit recognized from stock option exercises | $ 4.6 | $ 2.5 | $ 6 |
Assumptions Used to Calculate V
Assumptions Used to Calculate Value of Option Awards Granted (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Weighted average expected volatility | 26.74% | 25.15% | 25.07% |
Weighted average risk-free interest rate | 2.07% | 1.19% | 1.97% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Expected term | 6 years | 6 years | 6 years |
Summary of Restricted Stock and
Summary of Restricted Stock and Restricted Stock Unit Activity (Detail) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock Units, Vested | (81,556) |
Employee Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock Units, Outstanding, Beginning Balance | 516,000 |
Stock Units, Granted | 320,000 |
Stock Units, Vested | (175,000) |
Stock Units, Forfeited | (114,000) |
Stock Units, Outstanding, Ending Balance | 547,000 |
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance | $ / shares | $ 87.03 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 82.26 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 84.79 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 84.76 |
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance | $ / shares | $ 85.41 |
Director Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock Units, Outstanding, Beginning Balance | 104,000 |
Stock Units, Granted | 16,000 |
Stock Units, Vested | (3,000) |
Stock Units, Outstanding, Ending Balance | 117,000 |
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 Dire106
Summary of Employee and Director Restricted Stock and Restricted Stock Highlights (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Compensation expense | $ 30 | $ 29.9 | $ 22.9 |
Employee Restricted Stock Units and Director Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Compensation expense | 22 | 17.3 | 11.7 |
Fair value of vested restricted stock units | 14 | 16.3 | 14.9 |
Tax benefit recognized from vested restricted stock units | $ 5.1 | $ 5.7 | $ 4.9 |
Summary of Performance Unit Act
Summary of Performance Unit Activity (Detail) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock Units, Vested | (81,556) |
Performance Units | |
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 | (72,000) |
Stock Units, Forfeited | (24,000) |
Stock Units, Outstanding, Ending Balance | 264,000 |
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance | $ / shares | $ 85.16 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 84.66 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 79.89 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 87.94 |
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance | $ / shares | $ 86.13 |
Summary of Performance Unit Hig
Summary of Performance Unit Highlights (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Compensation expense | $ 30 | $ 29.9 | $ 22.9 |
Performance Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Compensation expense | (0.8) | 5.4 | 4.6 |
Fair value of vested performance units | 7.8 | 8 | 5.1 |
Tax benefit recognized from performance units vested | $ 2.5 | $ 4.1 | $ 1.9 |
Components of Accumulated Other
Components of Accumulated Other Comprehensive Loss Net of Tax Except for Foreign Currency Translation Adjustment (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance | $ 2,503.3 | $ 1,854.9 | $ 1,759.2 | |
Other comprehensive income (loss) | 39.8 | 12.1 | (49.1) | |
Balance | 2,263.3 | 2,503.3 | 1,854.9 | |
Foreign Currency Translation | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance | [1] | (89.4) | (100.5) | (51.3) |
Other comprehensive (loss) income | [1] | 32.2 | 11.1 | (49.2) |
Other comprehensive income (loss) | [1] | 32.2 | 11.1 | (49.2) |
Balance | [1] | (57.2) | (89.4) | (100.5) |
Unrecognized Pension and Postretirement Benefits | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance | [2] | (11.9) | (12.9) | (13) |
Other comprehensive (loss) income | [2] | 1.5 | ||
Reclassifications from accumulated other comprehensive loss | [2] | 6.1 | 1 | 0.1 |
Other comprehensive income (loss) | [2] | 7.6 | 1 | 0.1 |
Balance | [2] | (4.3) | (11.9) | (12.9) |
Accumulated Other Comprehensive Loss | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance | (101.3) | (113.4) | (64.3) | |
Other comprehensive (loss) income | 33.7 | 11.1 | (49.2) | |
Reclassifications from accumulated other comprehensive loss | 6.1 | 1 | 0.1 | |
Other comprehensive income (loss) | 39.8 | 12.1 | (49.1) | |
Balance | $ (61.5) | $ (101.3) | $ (113.4) | |
[1] | The foreign currency translation adjustment is not net of tax, as it pertains to the Company’s permanent investment in its foreign subsidiaries. | |||
[2] | The unrecognized pension and postretirement benefits reclassification is presented net of tax of $4.7 million and $0.7 million for the years ended December 31, 2017 and 2016. For the year ended December 31, 2015 the tax impact was insignificant. |
Components of Accumulated Ot110
Components of Accumulated Other Comprehensive Loss Net of Tax Except for Foreign Currency Translation Adjustment (Parenthetical) (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||
Pension and postretirement reclassification adjustment, tax | $ 4.7 | $ 0.7 |
Reclassifications from Accumula
Reclassifications from Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Prior service costs | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Reclassifications from accumulated other comprehensive loss, before tax | [1] | $ 0.2 | $ 0.1 | $ 0.1 |
Unrecognized net loss | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Reclassifications from accumulated other comprehensive loss, before tax | [1] | 0.9 | 1.4 | 1.6 |
Actuarial Adjustment | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Reclassifications from accumulated other comprehensive loss, before tax | [2] | 0.2 | (1.6) | |
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 | 9.8 | 1.7 | 0.1 | |
Income taxes | (3.7) | (0.7) | ||
Reclassifications from accumulated other comprehensive loss, Net of tax | [3] | $ 6.1 | $ 1 | $ 0.1 |
[1] | These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost. See Note 17 for additional details | |||
[2] | Represents the actuarial adjustments needed to adjust the Accumulated other comprehensive loss balance to actual | |||
[3] | The unrecognized pension and postretirement benefits reclassification is presented net of tax of $4.7 million and $0.7 million for the years ended December 31, 2017 and 2016. For the year ended December 31, 2015 the tax impact was insignificant. |
Employee Pension And Postret112
Employee Pension And Postretirement Benefit Plans - Additional Information (Detail) shares in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017USD ($)Plan | Dec. 31, 2017USD ($)Planshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Contribution made by the company | $ 22,100,000 | $ 18,700,000 | $ 6,700,000 | |
Pension Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Contribution made by the company | $ 2,300,000 | 3,800,000 | ||
Defined benefit plan terminated and vested participants percentage opting settlement | 59.00% | 59.00% | ||
Participants accepted the offer amount | $ 32,800,000 | $ 50,900,000 | 12,300,000 | |
Estimated employer contribution for 2018 | $ 1,500,000 | $ 1,500,000 | ||
Pension Benefits | U.S. Pension Plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined benefit plan terminated and vested participants | shares | 1,474 | |||
Pension Benefits | Equity | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Percentage of plan asset allocation | 60.60% | 60.60% | ||
Pension Benefits | Fixed Income Securities | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Percentage of plan asset allocation | 39.00% | 39.00% | ||
Pension Benefits | Cash and Cash Equivalents | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Percentage of plan asset allocation | 0.40% | 0.40% | ||
Postretirement Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Contribution made by the company | $ 1,600,000 | 1,500,000 | ||
Participants accepted the offer amount | 1,600,000 | 1,500,000 | ||
Estimated employer contribution for 2018 | $ 1,800,000 | 1,800,000 | ||
Multiemployer Plans, Pension | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Withdrawal liability | 800,000 | 800,000 | 800,000 | |
Multiemployer plans contribution | 3,300,000 | 3,200,000 | 1,400,000 | |
Other Multiemployer Plans, Pension | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Withdrawal liability | $ 0 | 0 | ||
Multiemployer Plans, Postretirement Benefit | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Multiemployer plans contribution | $ 300,000 | $ 2,800,000 | $ 2,600,000 | |
Minimum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Percentage of participant's annual compensation for employer matching and profit sharing contributions | 1.00% | |||
Percentage of total contributions | 5.00% | |||
Minimum | Pension Benefits | Equity | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Targeted equities percentage under investment policy | 55.00% | 55.00% | ||
Minimum | Pension Benefits | Fixed Income Securities | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Targeted equities percentage under investment policy | 35.00% | 35.00% | ||
Maximum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Percentage of participant's annual compensation for employer matching and profit sharing contributions | 80.00% | |||
Maximum | Pension Benefits | Equity | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Targeted equities percentage under investment policy | 65.00% | 65.00% | ||
Maximum | Pension Benefits | Fixed Income Securities | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Targeted equities percentage under investment policy | 45.00% | 45.00% | ||
Private brands business of ConAgra Foods | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Number of pension plans acquired | Plan | 3 | 3 | ||
Number of postretirement benefit plan acquired | Plan | 1 | 1 |
Multiemployer Pension Plans (De
Multiemployer Pension Plans (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Bakery and Confectionery Union and Industry International Pension Fund | |||
Multiemployer Plans [Line Items] | |||
EIN Number | 526,118,572 | ||
Plan Number | 1 | ||
Pension Protection Act Zone Status | Red | Red | |
FIP Implemented (yes or no) | Implemented | ||
TreeHouse Foods Contributions | $ 1.7 | $ 1.4 | |
Surcharge Imposed (yes or no) | Yes | ||
Bakery and Confectionery Union and Industry International Pension Fund | Minimum | |||
Multiemployer Plans [Line Items] | |||
Expiration Date Of Collective Bargaining Agreement(s) | Dec. 4, 2020 | ||
Bakery and Confectionery Union and Industry International Pension Fund | Maximum | |||
Multiemployer Plans [Line Items] | |||
Expiration Date Of Collective Bargaining Agreement(s) | Jul. 25, 2020 | ||
Central States Southeast and Southwest Areas Pension Fund | |||
Multiemployer Plans [Line Items] | |||
EIN Number | 366,044,243 | ||
Plan Number | 1 | ||
Pension Protection Act Zone Status | Red | Red | |
FIP Implemented (yes or no) | Implemented | ||
TreeHouse Foods Contributions | $ 0.7 | $ 0.7 | $ 0.6 |
Surcharge Imposed (yes or no) | No | ||
Expiration Date Of Collective Bargaining Agreement(s) | Dec. 27, 2019 | ||
Retail, Wholesale and Department Store International Union and Industry Pension Fund | |||
Multiemployer Plans [Line Items] | |||
EIN Number | 637,084,420 | ||
Plan Number | 1 | ||
Pension Protection Act Zone Status | Red | Red | |
FIP Implemented (yes or no) | Implemented | ||
TreeHouse Foods Contributions | $ 0.5 | $ 0.5 | |
Surcharge Imposed (yes or no) | Yes | ||
Expiration Date Of Collective Bargaining Agreement(s) | Jun. 15, 2019 | ||
Rockford Area Dairy Industry Local 754, Intl. Brotherhood of Teamsters Retirement Pension Plan | |||
Multiemployer Plans [Line Items] | |||
EIN Number | 366,067,654 | ||
Plan Number | 1 | ||
Pension Protection Act Zone Status | Green | Green | |
FIP Implemented (yes or no) | No | ||
TreeHouse Foods Contributions | $ 0.4 | $ 0.4 | $ 0.4 |
Surcharge Imposed (yes or no) | No | ||
Expiration Date Of Collective Bargaining Agreement(s) | Apr. 30, 2017 | ||
Western Conference of Teamsters Pension Fund | |||
Multiemployer Plans [Line Items] | |||
EIN Number | 916,145,047 | ||
Plan Number | 1 | ||
Pension Protection Act Zone Status | Green | Green | |
FIP Implemented (yes or no) | No | ||
TreeHouse Foods Contributions | $ 0.2 | $ 0.3 | |
Surcharge Imposed (yes or no) | No |
Multiemployer Plans Providing M
Multiemployer Plans Providing More Than Five Percent of Total Contributions For Following Plan and Plan Years (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Rockford Area Dairy Industry Local 754, Intl. Brotherhood of Teamsters Retirement Pension Plan | |
Multiemployer Plans [Line Items] | |
Years Contribution to Plan Exceeded | 2017, 2016, and 2015 |
Fair Value of Pension Plan Asse
Fair Value of Pension Plan Assets, by Asset Category (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 278.7 | $ 317.6 | |
Fair Value, Inputs, Level 2 | Short Term Investment Fund | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | [1] | 1.2 | 1.1 |
Fair Value, Inputs, Level 2 | Aggregate Bond Index Fund | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | [2] | 54.8 | 63.7 |
Fair Value, Inputs, Level 2 | US Market Cap Equity Index Fund | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | [3] | 141.2 | 157.7 |
Fair Value, Inputs, Level 2 | International All Country World Index Fund | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | [4] | 19.3 | 22.5 |
Fair Value, Inputs, Level 2 | Collective Daily 1-5 year Credit Bond Fund | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | [5] | 43.2 | 50 |
Fair Value, Inputs, Level 2 | Emerging Markets Index Fund | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | [6] | 8.3 | 9.8 |
Fair Value, Inputs, Level 2 | Daily High Yield Fixed Income Fund | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | [7] | $ 10.7 | $ 12.8 |
[1] | This fund is an investment vehicle for cash reserves, which seeks to offer a competitive rate of return through a portfolio of high-grade, short term, and money market instruments. Principal preservation is the primary objective of this fund. | ||
[2] | The primary objective of this fund is to hold a portfolio representative of the overall United States bond and debt market, as characterized by the Barclays Capital Aggregate Bond Index. | ||
[3] | The primary objective of this fund is to approximate the risk and return characteristics of the Dow Jones U.S. ex-LP’s Total Stock Market Index. | ||
[4] | The primary objective of this fund is to approximate the risk and return characteristics of the Morgan Stanley All Country World ex-US (MSCI ACWI ex-US) ND Index. This fund is commonly used to represent the non-U.S. equity in developed and emerging markets. | ||
[5] | The primary objective of this fund is to hold a portfolio representative of the intermediate credit securities portion of the United States bond and debt markets, as characterized by the Barclays Capital U.S. 1-5 year Credit Bond Index. | ||
[6] | The primary objective of this fund is to provide investment results that replicate the overall performance of the MSCI Emerging Markets Index. The Fund may make limited use of futures and/or options to maintain equity exposure. | ||
[7] | The primary objective of this fund is to outperform the Barclay’s Capital High Yield Index over a market cycle while maintaining a similar level of volatility and credit quality as the index. This Fund can serve as a core bond investment position, providing exposure to the U.S. Fixed Income market. |
Summarized Information about Pe
Summarized Information about Pension and Postretirement Benefit Plans (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Change in plan assets: | |||||
Fair value of plan assets, at beginning of year | $ 317.6 | ||||
Company contributions | 22.1 | $ 18.7 | $ 6.7 | ||
Fair value of plan assets, at end of year | $ 278.7 | 278.7 | 317.6 | ||
Pension Benefits | |||||
Change in benefit obligations: | |||||
Benefit obligation, at beginning of year | 384.1 | 67.9 | |||
Service cost | 3.6 | 4.3 | 2.4 | ||
Interest cost | 14.7 | 15.1 | 2.9 | ||
Acquisition (divestiture) | [1] | (37.9) | 303.1 | ||
Liability loss (gain) due to curtailment | (1.4) | ||||
Actuarial losses (gains) | 13 | 6 | |||
Benefits paid | (32.8) | (50.9) | (12.3) | ||
Benefit obligation, at end of year | 325.2 | 325.2 | 384.1 | 67.9 | |
Change in plan assets: | |||||
Fair value of plan assets, at beginning of year | 317.6 | 49.4 | |||
Actual return on plan assets | 38.9 | 21.5 | |||
Company contributions | 2.3 | 3.8 | |||
Acquisition (divestiture) | (29.1) | 255.2 | |||
Benefits paid | (32.8) | (50.9) | (12.3) | ||
Fair value of plan assets, at end of year | 278.8 | 278.8 | 317.6 | 49.4 | |
Funded status of the plan | (46.4) | (46.4) | (66.5) | ||
Amounts recognized in the Consolidated Balance Sheets: | |||||
Current liability | (0.7) | (0.7) | (0.7) | ||
Non-current liability | (45.7) | (45.7) | (65.8) | ||
Net amount recognized | (46.4) | (46.4) | (66.5) | ||
Amounts recognized in Accumulated other comprehensive income (loss): | |||||
Net actuarial (gain) loss | 1.3 | 1.3 | 19.4 | ||
Prior service cost | 0.9 | 0.9 | 1.2 | ||
Total, before tax effect | 2.2 | 2.2 | 20.6 | ||
Postretirement Benefits | |||||
Change in benefit obligations: | |||||
Benefit obligation, at beginning of year | 29.8 | 3 | |||
Service cost | 0.1 | ||||
Interest cost | 1.2 | 1.2 | 0.1 | ||
Acquisition (divestiture) | [1] | (1.9) | 28.2 | ||
Actuarial losses (gains) | 6.3 | (1.2) | |||
Benefits paid | (1.6) | (1.5) | |||
Benefit obligation, at end of year | 33.8 | 33.8 | 29.8 | $ 3 | |
Change in plan assets: | |||||
Company contributions | 1.6 | 1.5 | |||
Benefits paid | (1.6) | (1.5) | |||
Funded status of the plan | (33.8) | (33.8) | (29.8) | ||
Amounts recognized in the Consolidated Balance Sheets: | |||||
Current liability | (1.8) | (1.8) | (1.6) | ||
Non-current liability | (32) | (32) | (28.2) | ||
Net amount recognized | (33.8) | (33.8) | (29.8) | ||
Amounts recognized in Accumulated other comprehensive income (loss): | |||||
Net actuarial (gain) loss | 5 | 5 | (1) | ||
Prior service cost | (0.1) | ||||
Total, before tax effect | $ 5 | $ 5 | $ (1.1) | ||
[1] | The amounts recorded in 2017 relate to the divestiture of the Soup and Infant Feeding business. The amounts recorded in 2016 relate to the acquisition of the Private Brands Business. |
Accumulated Benefit Obligation
Accumulated Benefit Obligation and Weighted Average Assumptions Used (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Benefit Plan Disclosure [Line Items] | ||
Accumulated benefit obligation | $ 320.9 | $ 376 |
Weighted average assumptions used to determine the pension benefit obligations: | ||
Discount rate | 3.70% | 4.25% |
Minimum | ||
Weighted average assumptions used to determine the pension benefit obligations: | ||
Rate of compensation increases | 3.50% | 3.00% |
Maximum | ||
Weighted average assumptions used to determine the pension benefit obligations: | ||
Rate of compensation increases | 4.00% | 4.00% |
Key Actuarial Assumptions Used
Key Actuarial Assumptions Used to Determine Postretirement Benefit Obligations (Detail) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Health care cost trend rates: | ||
Discount rate | 3.70% | 4.25% |
Pre65 | ||
Health care cost trend rates: | ||
Health care cost trend rate for next year | 8.20% | 8.00% |
Ultimate rate | 4.50% | 5.00% |
Discount rate | 3.70% | 4.25% |
Year ultimate rate achieved | 2,026 | 2,023 |
Post 65 | ||
Health care cost trend rates: | ||
Health care cost trend rate for next year | 10.10% | 7.00% |
Ultimate rate | 4.50% | 5.00% |
Discount rate | 3.70% | 4.25% |
Year ultimate rate achieved | 2,026 | 2,023 |
Summary of Net Periodic Cost of
Summary of Net Periodic Cost of Pension and Postretirement Benefit Plans (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Pension Benefits | |||
Components of net periodic costs: | |||
Service cost | $ 3.6 | $ 4.3 | $ 2.4 |
Interest cost | 14.7 | 15.1 | 2.9 |
Expected return on plan assets | (17.4) | (16.5) | (3.1) |
Amortization of unrecognized prior service cost | 0.2 | 0.2 | 0.2 |
Amortization of unrecognized net (gain) loss | 0.9 | 1.4 | 1.5 |
Settlement expense (income) | 0.2 | ||
Liability loss (gain) due to curtailment | (1.4) | ||
Net periodic cost | 0.8 | 4.5 | 3.9 |
Postretirement Benefits | |||
Components of net periodic costs: | |||
Service cost | 0.1 | ||
Interest cost | 1.2 | 1.2 | 0.1 |
Amortization of unrecognized prior service cost | (0.1) | (0.1) | |
Amortization of unrecognized net (gain) loss | 0.1 | ||
Net periodic cost | $ 1.2 | $ 1.2 | $ 0.1 |
Weighted Average Assumptions Us
Weighted Average Assumptions Used to Determine Pension Benefit Costs (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Pension Benefits | |||
Weighted average assumptions used to determine the periodic benefit costs: | |||
Discount rate | 4.25% | 4.50% | 4.25% |
Expected return on plan assets | 6.00% | 6.00% | 6.00% |
Pension Benefits | Minimum | |||
Weighted average assumptions used to determine the periodic benefit costs: | |||
Rate of compensation increases | 3.50% | 3.00% | 3.00% |
Pension Benefits | Maximum | |||
Weighted average assumptions used to determine the periodic benefit costs: | |||
Rate of compensation increases | 4.00% | 4.00% | 4.00% |
Postretirement Benefits | |||
Weighted average assumptions used to determine the periodic benefit costs: | |||
Discount rate | 4.25% | 4.50% | 4.25% |
Estimated Amount That Will be A
Estimated Amount That Will be Amortized From Accumulated Other Comprehensive Loss Into Net Pension Cost (Detail) $ in Millions | Dec. 31, 2017USD ($) |
Pension Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
Net actuarial loss (gain) | $ 0.6 |
Prior service cost | 0.2 |
Postretirement Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
Net actuarial loss (gain) | $ 0.1 |
Estimated Future Pension and Po
Estimated Future Pension and Postretirement Benefit Payments (Detail) $ in Millions | Dec. 31, 2017USD ($) |
Pension Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
2,018 | $ 18.6 |
2,019 | 19.2 |
2,020 | 19.5 |
2,021 | 20.1 |
2,022 | 20.7 |
2023-27 | 95.9 |
Postretirement Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
2,018 | 1.8 |
2,019 | 1.9 |
2,020 | 1.9 |
2,021 | 2 |
2,022 | 2.1 |
2023-27 | $ 10.9 |
Effect of One Percent Change in
Effect of One Percent Change in Health Care Trend Rates on Postretirement Benefit Plan (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Compensation And Retirement Disclosure [Abstract] | |
Benefit obligation, end of year | $ 3.4 |
Service cost plus interest cost for the year | 0.1 |
Benefit obligation, end of year | (2.9) |
Service cost plus interest cost for the year | $ (0.1) |
Other Operating Expense, Net (D
Other Operating Expense, Net (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Income And Expenses [Abstract] | |||
Restructuring and margin improvement activities | $ 41.4 | $ 13.5 | $ 1.8 |
Loss on divestiture | 86 | ||
Other | 1.3 | 1.2 | |
Total other operating expense, net | $ 128.7 | $ 14.7 | $ 1.8 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments And Contingencies [Line Items] | |||
Rent expense | $ 56.9 | $ 53.2 | $ 31.9 |
Minimum | |||
Commitments And Contingencies [Line Items] | |||
Lease term | 1 year | ||
Maximum | |||
Commitments And Contingencies [Line Items] | |||
Lease term | 41 years |
Composition of Capital Leases R
Composition of Capital Leases Reflected As Property, Plant And Equipment in Consolidated Balance Sheets (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Commitments And Contingencies Disclosure [Abstract] | ||
Machinery and equipment | $ 4.5 | $ 17.4 |
Less accumulated amortization | (2) | (8.2) |
Total | $ 2.5 | $ 9.2 |
Future Minimum Payments under N
Future Minimum Payments under Non-Cancelable Capital Leases and Operating Leases (Detail) $ in Millions | Dec. 31, 2017USD ($) |
Capital Leases and Operating Leases, Future Minimum Payments [Abstract] | |
2,018 | $ 1.3 |
2,019 | 1.1 |
2,020 | 0.3 |
2,021 | 0.2 |
2,022 | 0.1 |
Thereafter | 0.3 |
Total minimum payments | 3.3 |
Less amount representing interest | (0.2) |
Present value of capital lease obligations | 3.1 |
2,018 | 42 |
2,019 | 34.6 |
2,020 | 32.7 |
2,021 | 28.2 |
2,022 | 18.5 |
Thereafter | 59.4 |
Total minimum payments | $ 215.4 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) | 1 Months Ended | 12 Months Ended |
Jun. 30, 2016USD ($) | Dec. 31, 2017USD ($)MWgalDTHbsh | |
Interest rate swap | ||
Derivative [Line Items] | ||
Derivative notional amount | $ 500,000,000 | $ 500,000,000 |
Weighted average fixed interest rate | 0.86% | 0.86% |
Derivative contract, term | 37 months | |
Derivative contract, date entered | Jan. 31, 2017 | |
Derivative contract, date matures | Feb. 28, 2020 | |
Foreign Currency Contract | ||
Derivative [Line Items] | ||
Derivative notional amount | $ 27,000,000 | |
Derivative, expiration period | throughout 2,018 | |
Electricity Contract | ||
Derivative [Line Items] | ||
Derivative, expiration period | throughout 2018, 2019, and 2020 | |
Notional amount outstanding | MW | 0.3 | |
Diesel Contract | ||
Derivative [Line Items] | ||
Derivative, expiration period | throughout 2,018 | |
Notional amount outstanding | gal | 8,800,000 | |
Natural Gas Contract | ||
Derivative [Line Items] | ||
Derivative, expiration period | throughout 2,018 | |
Notional amount outstanding | DTH | 3,200,000 | |
Corn Contract | ||
Derivative [Line Items] | ||
Derivative, expiration period | throughout 2,018 | |
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 | Dec. 31, 2017 | Dec. 31, 2016 |
Derivatives Fair Value [Line Items] | ||
Asset derivative, fair value | $ 15.1 | $ 12.1 |
Liability derivative, fair value | 1.2 | 0.5 |
Commodity contracts | Prepaid expenses and other current assets | ||
Derivatives Fair Value [Line Items] | ||
Asset derivative, fair value | 2.7 | 1 |
Commodity contracts | Accounts payable and accrued expenses | ||
Derivatives Fair Value [Line Items] | ||
Liability derivative, fair value | 1.2 | 0.5 |
Foreign Currency Contract | Prepaid expenses and other current assets | ||
Derivatives Fair Value [Line Items] | ||
Asset derivative, fair value | 0.5 | 0.7 |
Interest rate swap | Prepaid expenses and other current assets | ||
Derivatives Fair Value [Line Items] | ||
Asset derivative, fair value | $ 11.9 | $ 10.4 |
Gains and Losses on Derivative
Gains and Losses on Derivative Contracts (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Mark to market unrealized gain (loss), commodity and derivative | $ 2.3 | $ 14.1 |
Realized gain (loss) | 1.3 | (2.3) |
Total gain (loss) | 3.6 | 11.8 |
Commodity contracts | Other (income) expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Mark to market unrealized gain (loss), commodity | 1 | 4.3 |
Commodity contracts | Selling and distribution | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Realized gain (loss) | 0.8 | (0.5) |
Foreign Currency Contract | Other (income) expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Mark to market unrealized gain (loss), derivative | (0.2) | (0.6) |
Foreign Currency Contract | Cost of Sales | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Realized gain (loss) | (0.6) | (1.8) |
Interest rate swap | Other (income) expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Mark to market unrealized gain (loss), derivative | 1.5 | $ 10.4 |
Interest rate swap | Interest expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Realized gain (loss) | $ 1.1 |
Carrying Value and Fair Value o
Carrying Value and Fair Value of Financial Instruments (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Carrying Value | Fair Value, Inputs, Level 2 | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Revolving Credit Facility | $ (170,000) | |
Carrying Value | Fair Value, Inputs, Level 2 | Term Loan A | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | $ (498,800) | (288,000) |
Carrying Value | Fair Value, Inputs, Level 2 | Term Loan A-1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (897,800) | (180,000) |
Carrying Value | Fair Value, Inputs, Level 2 | Term Loan A 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (1,005,800) | |
Carrying Value | Fair Value, Inputs, Level 2 | 2022 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes | (400,000) | (400,000) |
Carrying Value | Fair Value, Inputs, Level 2 | 2024 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes | (775,000) | (775,000) |
Carrying Value | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 14,100 | 10,400 |
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) | 1,500 | 500 |
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) | 500 | 700 |
Carrying Value | Fair Value, Measurements, Recurring | Interest rate swap | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets (liability) | 11,900 | 10,400 |
Fair Value | Fair Value, Inputs, Level 2 | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Revolving Credit Facility | (167,100) | |
Fair Value | Fair Value, Inputs, Level 2 | Term Loan A | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (500,700) | (288,100) |
Fair Value | Fair Value, Inputs, Level 2 | Term Loan A-1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (900,000) | (180,300) |
Fair Value | Fair Value, Inputs, Level 2 | Term Loan A 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan | (1,007,400) | |
Fair Value | Fair Value, Inputs, Level 2 | 2022 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes | (405,000) | (410,000) |
Fair Value | Fair Value, Inputs, Level 2 | 2024 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes | (806,000) | (809,900) |
Fair Value | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 14,100 | 10,400 |
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) | 1,500 | 500 |
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) | 500 | 700 |
Fair Value | Fair Value, Measurements, Recurring | Interest rate swap | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative assets (liability) | $ 11,900 | $ 10,400 |
Financial Information Relating
Financial Information Relating to Reportable Segments (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | [1] | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | [1] | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Segment Reporting Information [Line Items] | ||||||||||||||
Net sales | $ 1,699.9 | $ 1,548.8 | $ 1,522.2 | $ 1,536.2 | $ 1,776.7 | $ 1,586.8 | $ 1,541.4 | $ 1,270.2 | $ 6,307.1 | $ 6,175.1 | $ 3,206.4 | |||
Direct operating income | 701.7 | 764.5 | 460.1 | |||||||||||
Unallocated selling, general, and administrative expenses | (702.7) | (745.4) | (342.2) | |||||||||||
Unallocated cost of sales | (5,223.1) | (5,049.7) | (2,562.1) | |||||||||||
Operating (loss) income | (411.2) | (96.8) | 239.7 | |||||||||||
Other expense | (113.4) | (98.6) | (68.5) | |||||||||||
(Loss) income before income taxes | $ (538.4) | $ 30.1 | $ (56) | $ 39.7 | $ (265.4) | $ 52.6 | $ 22.2 | $ (4.8) | (524.6) | (195.4) | 171.2 | |||
Depreciation | 173.5 | 178.4 | 61.5 | |||||||||||
Segment Reconciling Items | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Net sales | 5.5 | (9.9) | ||||||||||||
Unallocated selling, general, and administrative expenses | (299.7) | (349.9) | (156.9) | |||||||||||
Unallocated cost of sales | [2] | (26.2) | (24.7) | (1.1) | ||||||||||
Unallocated corporate expense and other | [3] | (787) | (486.7) | (62.4) | ||||||||||
Baked Goods | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Net sales | 1,403.9 | 1,288.2 | ||||||||||||
Direct operating income | 175.5 | 162.4 | ||||||||||||
Depreciation | 45.4 | 49 | ||||||||||||
Beverages | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Net sales | 1,073.4 | 973 | 918.8 | |||||||||||
Direct operating income | 226.9 | 244.7 | 225.9 | |||||||||||
Depreciation | 22.2 | 18.9 | 18.3 | |||||||||||
Condiments | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Net sales | 1,300.6 | 1,258.1 | 1,075.5 | |||||||||||
Direct operating income | 136.5 | 154.1 | 143.2 | |||||||||||
Depreciation | 21.6 | 24.9 | 18.7 | |||||||||||
Meals | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Net sales | 1,189.2 | 1,335.2 | 552.8 | |||||||||||
Direct operating income | 137.3 | 137.1 | 26.7 | |||||||||||
Depreciation | 32.6 | 55.1 | 14.5 | |||||||||||
Snacks | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Net sales | 1,334.5 | 1,330.5 | 659.3 | |||||||||||
Direct operating income | 25.5 | 66.2 | 64.3 | |||||||||||
Depreciation | 15.1 | 14.2 | 5.2 | |||||||||||
Corporate Office | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Depreciation | [4] | $ 36.5 | $ 16.3 | $ 4.7 | ||||||||||
[1] | The Company acquired the Private Brands Business on February 1, 2016. | |||||||||||||
[2] | Includes charges related to restructurings and other costs managed at corporate. | |||||||||||||
[3] | Includes impairments of goodwill and other intangible assets. | |||||||||||||
[4] | Includes accelerated depreciation related to restructurings. |
Segment and Geographic Infor133
Segment and Geographic Information and Major Customers - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Customer Concentration Risk | Sales Revenue, Net | Walmart Stores, Inc. and affiliates | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 22.00% | 18.70% | 20.70% |
Customer Concentration Risk | Sales Revenue, Net | Costco | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 10.30% | ||
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 | 8.80% | 8.70% | 11.90% |
Customer Concentration Risk | Trade Receivables | Walmart Stores, Inc. and affiliates | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 21.80% | 18.60% | |
Customer Concentration Risk | Trade Receivables | Costco | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 6.40% | ||
Geographic Concentration Risk | Sales Revenue, Net | Canada | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 6.80% | 6.90% | 10.80% |
Long-Lived Assets by Geographic
Long-Lived Assets by Geographic Region (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Property, plant, and equipment, net | $ 1,294.4 | $ 1,359.3 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property, plant, and equipment, net | 1,137.9 | 1,212.1 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Property, plant, and equipment, net | 136.8 | 128.9 |
Other Country | ||
Segment Reporting Information [Line Items] | ||
Property, plant, and equipment, net | $ 19.7 | $ 18.3 |
Net Sale by Major Products (Det
Net Sale by Major Products (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | [1] | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | [1] | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||||
Net sales | $ 1,699.9 | $ 1,548.8 | $ 1,522.2 | $ 1,536.2 | $ 1,776.7 | $ 1,586.8 | $ 1,541.4 | $ 1,270.2 | $ 6,307.1 | $ 6,175.1 | $ 3,206.4 | ||
Dressings and Sauces | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Net sales | 979 | 940.7 | 759.9 | ||||||||||
Snacks | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Net sales | 911.2 | 803.5 | 355.5 | ||||||||||
Beverages | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Net sales | 745.4 | 662.4 | 582.8 | ||||||||||
Retail Bakery | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Net sales | 713.7 | 663.2 | |||||||||||
Baked Products | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Net sales | 690.2 | 625 | |||||||||||
Cereals and Other Meals | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Net sales | 617.4 | 786.4 | 421.5 | ||||||||||
Pasta and Dry Dinners | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Net sales | 571.8 | 548.7 | 131.3 | ||||||||||
Trail Mix and Bars | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Net sales | 428.8 | 517.1 | 303.8 | ||||||||||
Beverage Enhancers | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Net sales | 328 | 310.7 | 336 | ||||||||||
PicklesMember | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Net sales | $ 321.6 | $ 317.4 | $ 315.6 | ||||||||||
[1] | The Company acquired the Private Brands Business on February 1, 2016. |
Summary of Unaudited Quarterly
Summary of Unaudited Quarterly Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | [1] | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | [1] | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||
Net sales | $ 1,699.9 | $ 1,548.8 | $ 1,522.2 | $ 1,536.2 | $ 1,776.7 | $ 1,586.8 | $ 1,541.4 | $ 1,270.2 | $ 6,307.1 | $ 6,175.1 | $ 3,206.4 | ||||||||
Gross profit | 260.6 | 260.1 | 276.9 | 286.4 | 349.5 | 285.5 | 265.8 | 224.6 | 1,084 | 1,125.4 | 644.3 | ||||||||
(Loss) income before income taxes | (538.4) | 30.1 | (56) | 39.7 | (265.4) | 52.6 | 22.2 | (4.8) | (524.6) | (195.4) | 171.2 | ||||||||
Net (loss) income | $ (309) | $ 28.8 | $ (34.2) | $ 28.2 | $ (281.8) | $ 37.4 | $ 18.9 | $ (3.1) | $ (286.2) | $ (228.6) | $ 114.9 | ||||||||
Net (loss) earnings per basic share | $ (5.40) | [2] | $ 0.50 | [2] | $ (0.60) | [2] | $ 0.50 | [2] | $ (4.96) | [2] | $ 0.66 | [2] | $ 0.34 | [2] | $ (0.06) | [2] | $ (5.01) | $ (4.10) | $ 2.67 |
Net (loss) earnings per diluted share | $ (5.40) | [2] | $ 0.50 | [2] | $ (0.60) | [2] | $ 0.49 | [2] | $ (4.96) | [2] | $ 0.65 | [2] | $ 0.33 | [2] | $ (0.06) | [2] | $ (5.01) | $ (4.10) | $ 2.63 |
[1] | The Company acquired the Private Brands Business on February 1, 2016. | ||||||||||||||||||
[2] | Due to rounding and the fluctuations in shares, the sum of the four quarters may not be the same as the total for the year. |
Condensed Supplemental Consolid
Condensed Supplemental Consolidating Balance Sheet (Detail) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||||
Cash and cash equivalents | $ 132.8 | $ 62.1 | $ 34.9 | $ 52 |
Investments | 14.1 | 10.4 | ||
Accounts receivable, net | 329.8 | 429 | ||
Assets held for sale | 3.6 | |||
Inventories, net | 918.3 | 978 | ||
Prepaid expenses and other current assets | 89.7 | 77.6 | ||
Total current assets | 1,484.7 | 1,560.7 | ||
Property, plant, and equipment, net | 1,294.4 | 1,359.3 | ||
Goodwill | 2,182 | 2,447.2 | 1,649.8 | |
Intangible and other assets, net | 818.2 | 1,178.6 | ||
Total assets | 5,779.3 | 6,545.8 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 589.7 | 626.8 | ||
Current portion of long-term debt | 10.1 | 66.4 | ||
Total current liabilities | 599.8 | 693.2 | ||
Long-term debt | 2,535.7 | 2,724.8 | ||
Deferred income taxes | 178.4 | 422.2 | ||
Other long-term liabilities | 202.1 | 202.3 | ||
Stockholders’ equity | 2,263.3 | 2,503.3 | 1,854.9 | 1,759.2 |
Total liabilities and stockholders’ equity | 5,779.3 | 6,545.8 | ||
Eliminations | ||||
Current assets: | ||||
Prepaid expenses and other current assets | (32.1) | |||
Total current assets | (32.1) | |||
Investment in subsidiaries | (5,528.1) | (5,550.9) | ||
Deferred income taxes | (15.1) | (20.7) | ||
Total assets | (5,575.3) | (5,571.6) | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | (32.1) | |||
Total current liabilities | (32.1) | |||
Deferred income taxes | (15.1) | (20.7) | ||
Stockholders’ equity | (5,528.1) | (5,550.9) | ||
Total liabilities and stockholders’ equity | (5,575.3) | (5,571.6) | ||
Parent Company | ||||
Current assets: | ||||
Cash and cash equivalents | 83.2 | 10.4 | 18.7 | |
Accounts receivable, net | 0.2 | |||
Prepaid expenses and other current assets | 69.8 | 23.6 | ||
Total current assets | 153.2 | 23.6 | ||
Property, plant, and equipment, net | 29.3 | 31.3 | ||
Investment in subsidiaries | 4,945.5 | 5,031.5 | ||
Intercompany receivable (payable), net | (328.6) | 199.6 | ||
Deferred income taxes | 15.1 | 20.7 | ||
Intangible and other assets, net | 62.5 | 53.9 | ||
Total assets | 4,877 | 5,360.6 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 53.3 | 61.3 | ||
Current portion of long-term debt | 9 | 63.1 | ||
Total current liabilities | 62.3 | 124.4 | ||
Long-term debt | 2,533.8 | 2,722.3 | ||
Other long-term liabilities | 17.6 | 10.6 | ||
Stockholders’ equity | 2,263.3 | 2,503.3 | ||
Total liabilities and stockholders’ equity | 4,877 | 5,360.6 | ||
Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 0.2 | 0.2 | 1.6 | |
Accounts receivable, net | 297.1 | 372.9 | ||
Assets held for sale | 3.6 | |||
Inventories, net | 803.1 | 869.6 | ||
Prepaid expenses and other current assets | 32 | 36.6 | ||
Total current assets | 1,132.4 | 1,282.9 | ||
Property, plant, and equipment, net | 1,108.7 | 1,181 | ||
Goodwill | 2,057.3 | 2,330.8 | ||
Investment in subsidiaries | 582.6 | 519.4 | ||
Intercompany receivable (payable), net | 274.5 | (196.9) | ||
Intangible and other assets, net | 652.1 | 1,018 | ||
Total assets | 5,807.6 | 6,135.2 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 513.8 | 493.1 | ||
Current portion of long-term debt | 1.1 | 3.2 | ||
Total current liabilities | 514.9 | 496.3 | ||
Long-term debt | 1.4 | 2.2 | ||
Deferred income taxes | 167.3 | 418.3 | ||
Other long-term liabilities | 178.5 | 186.9 | ||
Stockholders’ equity | 4,945.5 | 5,031.5 | ||
Total liabilities and stockholders’ equity | 5,807.6 | 6,135.2 | ||
Non-Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 49.4 | 61.9 | $ 24.5 | $ 31.7 |
Investments | 14.1 | 10.4 | ||
Accounts receivable, net | 32.5 | 56.1 | ||
Inventories, net | 115.2 | 108.4 | ||
Prepaid expenses and other current assets | 20 | 17.4 | ||
Total current assets | 231.2 | 254.2 | ||
Property, plant, and equipment, net | 156.4 | 147 | ||
Goodwill | 124.7 | 116.4 | ||
Intercompany receivable (payable), net | 54.1 | (2.7) | ||
Intangible and other assets, net | 103.6 | 106.7 | ||
Total assets | 670 | 621.6 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 54.7 | 72.4 | ||
Current portion of long-term debt | 0.1 | |||
Total current liabilities | 54.7 | 72.5 | ||
Long-term debt | 0.5 | 0.3 | ||
Deferred income taxes | 26.2 | 24.6 | ||
Other long-term liabilities | 6 | 4.8 | ||
Stockholders’ equity | 582.6 | 519.4 | ||
Total liabilities and stockholders’ equity | $ 670 | $ 621.6 |
Condensed Supplemental Conso138
Condensed Supplemental Consolidating Statement of Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | [1] | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | [1] | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Condensed Financial Statements Captions [Line Items] | |||||||||||||
Net sales | $ 1,699.9 | $ 1,548.8 | $ 1,522.2 | $ 1,536.2 | $ 1,776.7 | $ 1,586.8 | $ 1,541.4 | $ 1,270.2 | $ 6,307.1 | $ 6,175.1 | $ 3,206.4 | ||
Cost of sales | 5,223.1 | 5,049.7 | 2,562.1 | ||||||||||
Gross profit | 260.6 | 260.1 | 276.9 | 286.4 | 349.5 | 285.5 | 265.8 | 224.6 | 1,084 | 1,125.4 | 644.3 | ||
Selling, general, and administrative expense | 702.7 | 745.4 | 342.2 | ||||||||||
Amortization expense | 114.1 | 109.9 | 60.6 | ||||||||||
Impairment of goodwill and other intangible assets | 549.7 | 352.2 | |||||||||||
Other operating expense, net | 128.7 | 14.7 | 1.8 | ||||||||||
Operating (loss) income | (411.2) | (96.8) | 239.7 | ||||||||||
Interest expense | 126.8 | 119.2 | 45.5 | ||||||||||
Interest income | (4.3) | (4.2) | (3) | ||||||||||
Other (income) expense, net | (9.1) | (16.4) | 26 | ||||||||||
(Loss) income before income taxes | (538.4) | 30.1 | (56) | 39.7 | (265.4) | 52.6 | 22.2 | (4.8) | (524.6) | (195.4) | 171.2 | ||
Income taxes | (238.4) | 33.2 | 56.3 | ||||||||||
Net (loss) income | $ (309) | $ 28.8 | $ (34.2) | $ 28.2 | $ (281.8) | $ 37.4 | $ 18.9 | $ (3.1) | (286.2) | (228.6) | 114.9 | ||
Eliminations | |||||||||||||
Condensed Financial Statements Captions [Line Items] | |||||||||||||
Net sales | (355.1) | (310.2) | (235.8) | ||||||||||
Cost of sales | (355.1) | (310.2) | (235.8) | ||||||||||
Interest expense | (8.2) | (4.8) | (5.7) | ||||||||||
Interest income | 8.2 | 4.8 | 5.7 | ||||||||||
Other (income) expense, net | 259.9 | ||||||||||||
(Loss) income before income taxes | (259.9) | ||||||||||||
Equity in net income (loss) of subsidiaries | (167) | 55.6 | (192.7) | ||||||||||
Net (loss) income | (426.9) | 55.6 | (192.7) | ||||||||||
Parent Company | |||||||||||||
Condensed Financial Statements Captions [Line Items] | |||||||||||||
Selling, general, and administrative expense | 114.4 | 132.4 | 73.2 | ||||||||||
Amortization expense | 12.9 | 9.4 | 8.1 | ||||||||||
Other operating expense, net | 9 | ||||||||||||
Operating (loss) income | (136.3) | (141.8) | (81.3) | ||||||||||
Interest expense | 128.3 | 118.2 | 43.8 | ||||||||||
Interest income | (2.2) | (2.2) | (1.5) | ||||||||||
Other (income) expense, net | (1.7) | (10.4) | |||||||||||
(Loss) income before income taxes | (260.7) | (247.4) | (123.6) | ||||||||||
Income taxes | (100) | (94.5) | (47.2) | ||||||||||
Equity in net income (loss) of subsidiaries | 134.1 | (75.7) | 191.3 | ||||||||||
Net (loss) income | (26.6) | (228.6) | 114.9 | ||||||||||
Guarantor Subsidiaries | |||||||||||||
Condensed Financial Statements Captions [Line Items] | |||||||||||||
Net sales | 5,966.9 | 5,839 | 3,023 | ||||||||||
Cost of sales | 4,975.7 | 4,810.2 | 2,434.1 | ||||||||||
Gross profit | 991.2 | 1,028.8 | 588.9 | ||||||||||
Selling, general, and administrative expense | 548.8 | 553.6 | 233.8 | ||||||||||
Amortization expense | 91.6 | 91.2 | 42.6 | ||||||||||
Impairment of goodwill and other intangible assets | 549.7 | 337.2 | |||||||||||
Other operating expense, net | 116.1 | 12.7 | 1.8 | ||||||||||
Operating (loss) income | (315) | 34.1 | 310.7 | ||||||||||
Interest expense | 0.3 | 0.3 | 0.4 | ||||||||||
Interest income | (8.2) | (5.2) | (5.7) | ||||||||||
Other (income) expense, net | (261.7) | 0.5 | 20.3 | ||||||||||
(Loss) income before income taxes | (45.4) | 38.5 | 295.7 | ||||||||||
Income taxes | (146.6) | 134.4 | 105.7 | ||||||||||
Equity in net income (loss) of subsidiaries | 32.9 | 20.1 | 1.4 | ||||||||||
Net (loss) income | 134.1 | (75.8) | 191.4 | ||||||||||
Non-Guarantor Subsidiaries | |||||||||||||
Condensed Financial Statements Captions [Line Items] | |||||||||||||
Net sales | 695.3 | 646.3 | 419.2 | ||||||||||
Cost of sales | 602.5 | 549.7 | 363.8 | ||||||||||
Gross profit | 92.8 | 96.6 | 55.4 | ||||||||||
Selling, general, and administrative expense | 39.5 | 59.4 | 35.2 | ||||||||||
Amortization expense | 9.6 | 9.3 | 9.9 | ||||||||||
Impairment of goodwill and other intangible assets | 15 | ||||||||||||
Other operating expense, net | 3.6 | 2 | |||||||||||
Operating (loss) income | 40.1 | 10.9 | 10.3 | ||||||||||
Interest expense | 6.4 | 5.5 | 7 | ||||||||||
Interest income | (2.1) | (1.6) | (1.5) | ||||||||||
Other (income) expense, net | (5.6) | (6.5) | 5.7 | ||||||||||
(Loss) income before income taxes | 41.4 | 13.5 | (0.9) | ||||||||||
Income taxes | 8.2 | (6.7) | (2.2) | ||||||||||
Net (loss) income | $ 33.2 | $ 20.2 | $ 1.3 | ||||||||||
[1] | The Company acquired the Private Brands Business on February 1, 2016. |
Condensed Supplemental Conso139
Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | [1] | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | [1] | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Condensed Financial Statements Captions [Line Items] | ||||||||||||||
Net (loss) income | $ (309) | $ 28.8 | $ (34.2) | $ 28.2 | $ (281.8) | $ 37.4 | $ 18.9 | $ (3.1) | $ (286.2) | $ (228.6) | $ 114.9 | |||
Other comprehensive income: | ||||||||||||||
Foreign currency translation adjustments | 32.2 | 11.1 | (49.2) | |||||||||||
Pension and postretirement reclassification adjustment, net of tax | [2] | 7.6 | 1 | 0.1 | ||||||||||
Other comprehensive income (loss) | 39.8 | 12.1 | (49.1) | |||||||||||
Comprehensive income (loss) | (246.4) | (216.5) | 65.8 | |||||||||||
Eliminations | ||||||||||||||
Condensed Financial Statements Captions [Line Items] | ||||||||||||||
Net (loss) income | (426.9) | 55.6 | (192.7) | |||||||||||
Other comprehensive income: | ||||||||||||||
Equity in other comprehensive income (loss) of subsidiaries | (72) | (23.3) | 98.3 | |||||||||||
Comprehensive income (loss) | (498.9) | 32.3 | (94.4) | |||||||||||
Parent Company | ||||||||||||||
Condensed Financial Statements Captions [Line Items] | ||||||||||||||
Net (loss) income | (26.6) | (228.6) | 114.9 | |||||||||||
Other comprehensive income: | ||||||||||||||
Equity in other comprehensive income (loss) of subsidiaries | 39.8 | 12.2 | (49.1) | |||||||||||
Comprehensive income (loss) | 13.2 | (216.4) | 65.8 | |||||||||||
Guarantor Subsidiaries | ||||||||||||||
Condensed Financial Statements Captions [Line Items] | ||||||||||||||
Net (loss) income | 134.1 | (75.8) | 191.4 | |||||||||||
Other comprehensive income: | ||||||||||||||
Pension and postretirement reclassification adjustment, net of tax | 7.6 | 1 | 0.1 | |||||||||||
Other comprehensive income (loss) | 7.6 | 1 | 0.1 | |||||||||||
Equity in other comprehensive income (loss) of subsidiaries | 32.2 | 11.1 | (49.2) | |||||||||||
Comprehensive income (loss) | 173.9 | (63.7) | 142.3 | |||||||||||
Non-Guarantor Subsidiaries | ||||||||||||||
Condensed Financial Statements Captions [Line Items] | ||||||||||||||
Net (loss) income | 33.2 | 20.2 | 1.3 | |||||||||||
Other comprehensive income: | ||||||||||||||
Foreign currency translation adjustments | 32.2 | 11.1 | (49.2) | |||||||||||
Other comprehensive income (loss) | 32.2 | 11.1 | (49.2) | |||||||||||
Comprehensive income (loss) | $ 65.4 | $ 31.3 | $ (47.9) | |||||||||||
[1] | The Company acquired the Private Brands Business on February 1, 2016. | |||||||||||||
[2] | Net of tax of $4.7 and $0.7 million for the years ended December 31, 2017 and 2016. For the year ended December 31, 2015, the amount was insignificant. |
Condensed Supplemental Conso140
Condensed Supplemental Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net cash provided by (used in) operating activities | $ 506 | $ 478.6 | $ 290.6 |
Cash flows from investing activities: | |||
Additions to property, plant, and equipment | (159.7) | (175.2) | (72.7) |
Additions to other intangible assets | (26.1) | (11.8) | (13.4) |
Acquisitions, less cash acquired | (2,644.4) | ||
Proceeds from sale of fixed assets | 8.4 | 1.7 | 0.6 |
Purchase of investments | (1.2) | ||
Proceeds from sale of business unit | 18.8 | ||
Other | (1.6) | (0.8) | |
Net cash used in investing activities | (159.8) | (2,831.3) | (86.3) |
Cash flows from financing activities: | |||
Net (repayment) borrowing of debt | (254.8) | 1,577 | (215.3) |
Payment of deferred financing costs | (4.9) | (34.3) | (0.2) |
Net proceeds from issuance of common stock | 835.1 | ||
Repurchases of common stock | (28.7) | ||
Receipts related to stock-based award activities | 12.1 | 8.7 | 8.5 |
Payments related to stock-based award activities | (6.9) | (8.8) | (6.7) |
Other | (0.2) | ||
Net cash (used in) provided by financing activities | (278.3) | 2,377.7 | (213.9) |
Effect of exchange rate changes on cash and cash equivalents | 2.8 | 2.2 | (7.5) |
Increase (decrease) in cash and cash equivalents | 70.7 | 27.2 | (17.1) |
Cash and cash equivalents, beginning of year | 62.1 | 34.9 | 52 |
Cash and cash equivalents, end of year | 132.8 | 62.1 | 34.9 |
Eliminations | |||
Cash flows from operating activities: | |||
Net cash provided by (used in) operating activities | (426.9) | 56.7 | (191.7) |
Cash flows from investing activities: | |||
Intercompany transfer | 37.3 | (302.3) | 126.3 |
Net cash used in investing activities | 37.3 | (302.3) | 126.3 |
Cash flows from financing activities: | |||
Intercompany transfer | 389.6 | 245.6 | 65.4 |
Net cash (used in) provided by financing activities | 389.6 | 245.6 | 65.4 |
Parent Company | |||
Cash flows from operating activities: | |||
Net cash provided by (used in) operating activities | (149.5) | (201.2) | 105.3 |
Cash flows from investing activities: | |||
Additions to property, plant, and equipment | (4.2) | (7) | (0.9) |
Additions to other intangible assets | (25.5) | (9.7) | (11.8) |
Intercompany transfer | 403.4 | 420.1 | (11.4) |
Acquisitions, less cash acquired | (2,687.7) | ||
Net cash used in investing activities | 373.7 | (2,284.3) | (24.1) |
Cash flows from financing activities: | |||
Net (repayment) borrowing of debt | (252.2) | 1,580.3 | (211.5) |
Payment of deferred financing costs | (34.3) | (0.2) | |
Intercompany transfer | 134.7 | 94.1 | 120.6 |
Net proceeds from issuance of common stock | 835.1 | ||
Repurchases of common stock | (28.7) | ||
Receipts related to stock-based award activities | 12.1 | 8.7 | 8.5 |
Payments related to stock-based award activities | (6.9) | (8.8) | (6.7) |
Other | (0.2) | ||
Net cash (used in) provided by financing activities | (141) | 2,475.1 | (89.5) |
Increase (decrease) in cash and cash equivalents | 83.2 | (10.4) | (8.3) |
Cash and cash equivalents, beginning of year | 10.4 | 18.7 | |
Cash and cash equivalents, end of year | 83.2 | 10.4 | |
Guarantor Subsidiaries | |||
Cash flows from operating activities: | |||
Net cash provided by (used in) operating activities | 1,047.1 | 609.4 | 357.4 |
Cash flows from investing activities: | |||
Additions to property, plant, and equipment | (137.4) | (151.4) | (64.5) |
Additions to other intangible assets | (0.5) | (2.1) | (1.4) |
Intercompany transfer | (402) | (117.8) | (114.9) |
Acquisitions, less cash acquired | 0.3 | ||
Proceeds from sale of fixed assets | 8.3 | 1.7 | 0.5 |
Proceeds from sale of business unit | 18.5 | ||
Other | (0.6) | ||
Net cash used in investing activities | (513.1) | (269.9) | (180.3) |
Cash flows from financing activities: | |||
Net (repayment) borrowing of debt | (2.5) | (3.2) | (3.7) |
Intercompany transfer | (531.5) | (336.1) | (175) |
Net cash (used in) provided by financing activities | (534) | (339.3) | (178.7) |
Increase (decrease) in cash and cash equivalents | 0.2 | (1.6) | |
Cash and cash equivalents, beginning of year | 0.2 | 1.6 | |
Cash and cash equivalents, end of year | 0.2 | 0.2 | |
Non-Guarantor Subsidiaries | |||
Cash flows from operating activities: | |||
Net cash provided by (used in) operating activities | 35.3 | 13.7 | 19.6 |
Cash flows from investing activities: | |||
Additions to property, plant, and equipment | (18.1) | (16.8) | (7.3) |
Additions to other intangible assets | (0.1) | (0.2) | |
Intercompany transfer | (38.7) | ||
Acquisitions, less cash acquired | 43 | ||
Proceeds from sale of fixed assets | 0.1 | 0.1 | |
Purchase of investments | (1.2) | ||
Proceeds from sale of business unit | 0.3 | ||
Other | (1) | (0.8) | |
Net cash used in investing activities | (57.7) | 25.2 | (8.2) |
Cash flows from financing activities: | |||
Net (repayment) borrowing of debt | (0.1) | (0.1) | (0.1) |
Intercompany transfer | 7.2 | (3.6) | (11) |
Net cash (used in) provided by financing activities | 7.1 | (3.7) | (11.1) |
Effect of exchange rate changes on cash and cash equivalents | 2.8 | 2.2 | (7.5) |
Increase (decrease) in cash and cash equivalents | (12.5) | 37.4 | (7.2) |
Cash and cash equivalents, beginning of year | 61.9 | 24.5 | 31.7 |
Cash and cash equivalents, end of year | $ 49.4 | $ 61.9 | $ 24.5 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - TreeHouse 2020 Restructuring Plan - USD ($) $ in Millions | Jan. 31, 2018 | Feb. 15, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||
Costs to close the Visalia facility | $ 325 | ||
Asset Related Costs | |||
Subsequent Event [Line Items] | |||
Costs to close the Visalia facility | 55 | ||
Employee Related Costs | |||
Subsequent Event [Line Items] | |||
Costs to close the Visalia facility | 65 | ||
Other Restructuring Costs | |||
Subsequent Event [Line Items] | |||
Costs to close the Visalia facility | $ 205 | ||
Subsequent Event | Battle Creek Michigan | |||
Subsequent Event [Line Items] | |||
Costs to close the remainder of the Battle Creek facility | $ 15.2 | ||
Cash costs to close facility | 8.8 | ||
Decrease in expected restructuring costs | (14.8) | ||
Subsequent Event | Visalia | |||
Subsequent Event [Line Items] | |||
Cash costs to close facility | $ 8 | ||
Costs to close the Visalia facility | 21 | ||
Subsequent Event | Asset Related Costs | Battle Creek Michigan | |||
Subsequent Event [Line Items] | |||
Costs to close the remainder of the Battle Creek facility | 6.4 | ||
Subsequent Event | Asset Related Costs | Visalia | |||
Subsequent Event [Line Items] | |||
Costs to close the Visalia facility | 13 | ||
Subsequent Event | Employee Related Costs | Battle Creek Michigan | |||
Subsequent Event [Line Items] | |||
Costs to close the remainder of the Battle Creek facility | 2.4 | ||
Subsequent Event | Employee Related Costs | Visalia | |||
Subsequent Event [Line Items] | |||
Costs to close the Visalia facility | 3 | ||
Subsequent Event | Other Restructuring Costs | Battle Creek Michigan | |||
Subsequent Event [Line Items] | |||
Costs to close the remainder of the Battle Creek facility | $ 6.4 | ||
Subsequent Event | Other Restructuring Costs | Visalia | |||
Subsequent Event [Line Items] | |||
Costs to close the Visalia facility | $ 5 |