Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 01, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-32504 | |
Entity Registrant Name | TreeHouse Foods, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-2311383 | |
Entity Address, Address Line One | 2021 Spring Road, Suite 600 | |
Entity Address, City or Town | Oak Brook | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60523 | |
City Area Code | 708 | |
Local Phone Number | 483-1300 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | THS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 56,212,979 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001320695 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 45.1 | $ 164.3 |
Receivables, net | 305.2 | 351.3 |
Inventories | 702.8 | 615.6 |
Prepaid expenses and other current assets | 82 | 61 |
Assets of discontinued operations | 133.9 | 485.8 |
Total current assets | 1,269 | 1,678 |
Property, plant and equipment, net | 1,080.2 | 1,142.3 |
Operating lease right-of-use assets | 183.3 | |
Goodwill | 2,111.3 | 2,107.9 |
Intangible assets, net | 576.9 | 656.4 |
Other assets, net | 40.5 | 44.7 |
Total assets | 5,261.2 | 5,629.3 |
Current liabilities: | ||
Accounts payable | 529.6 | 577.9 |
Accrued expenses | 295.3 | 252.5 |
Current portion of long-term debt | 11.7 | 1.2 |
Liabilities of discontinued operations | 14.8 | 6 |
Total current liabilities | 851.4 | 837.6 |
Long-term debt | 2,158 | 2,297.4 |
Operating lease liabilities | 166.2 | |
Deferred income taxes | 130.1 | 166.1 |
Other long-term liabilities | 149.5 | 168.2 |
Total liabilities | 3,455.2 | 3,469.3 |
Commitments and contingencies (Note 17) | ||
Stockholders’ equity: | ||
Preferred stock, par value $0.01 per share, 10.0 shares authorized, none issued | 0 | 0 |
Common stock, par value $0.01 per share, 90.0 shares authorized, 56.2 and 56.0 shares issued and outstanding, respectively | 0.6 | 0.6 |
Treasury stock | (83.3) | (83.3) |
Additional paid-in capital | 2,149.4 | 2,135.8 |
(Accumulated deficit) Retained earnings | (172.5) | 204 |
Accumulated other comprehensive loss | (88.2) | (97.1) |
Total stockholders’ equity | 1,806 | 2,160 |
Total liabilities and stockholders’ equity | $ 5,261.2 | $ 5,629.3 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 90,000,000 | 90,000,000 |
Common stock, shares issued (in shares) | 56,200,000 | 56,000,000 |
Common stock, shares outstanding (in shares) | 56,200,000 | 56,000,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Income Statement [Abstract] | |||||
Net sales | $ 1,057.3 | $ 1,117.9 | $ 3,149.4 | $ 3,394.3 | |
Cost of sales | 871 | 903.9 | 2,577.7 | 2,753.6 | |
Gross profit | 186.3 | 214 | 571.7 | 640.7 | |
Operating expenses: | |||||
Selling and distribution | 61.2 | 73.4 | 191.2 | 246.8 | |
General and administrative | 51.5 | 60.4 | 199.9 | 208.7 | |
Amortization expense | 17.7 | 19.8 | 56.4 | 60.2 | |
Asset impairment | 88 | 0 | 88 | 0 | |
Other operating expense, net | 23.5 | 21.4 | 84.2 | 94.6 | |
Total operating expenses | 241.9 | 175 | 619.7 | 610.3 | |
Operating (loss) income | (55.6) | 39 | (48) | 30.4 | |
Other expense: | |||||
Interest expense | 27.3 | 26.1 | 78.5 | 82.5 | |
Loss (gain) on foreign currency exchange | 0.4 | 0.6 | (1.3) | 5 | |
Other expense (income), net | 14.1 | (2.9) | 50.5 | (2.4) | |
Total other expense | 41.8 | 23.8 | 127.7 | 85.1 | |
(Loss) income before income taxes | (97.4) | 15.2 | (175.7) | (54.7) | |
Income tax (benefit) expense | (36.4) | 3 | (50.1) | (12.9) | |
Net (loss) income from continuing operations | (61) | 12.2 | (125.6) | (41.8) | |
Net loss from discontinued operations | (116.8) | (9.6) | (250.9) | (8.7) | |
Net (loss) income | $ (177.8) | $ 2.6 | $ (376.5) | $ (50.5) | |
Earnings (loss) per common share - basic: | |||||
Continuing operations (in usd per share) | $ (1.08) | $ 0.22 | $ (2.23) | $ (0.74) | |
Discontinued operations (in usd per share) | (2.07) | (0.17) | (4.46) | (0.15) | |
Net (loss) earnings per share basic (in usd per share) | [1] | (3.16) | 0.05 | (6.70) | (0.90) |
Earnings (loss) per common share - diluted: | |||||
Continuing operations (in usd per share) | (1.08) | 0.22 | (2.23) | (0.74) | |
Discontinued operations (in usd per share) | (2.07) | (0.17) | (4.46) | (0.15) | |
Net (loss) earnings per share diluted (in usd per share) | [1] | $ (3.16) | $ 0.05 | $ (6.70) | $ (0.90) |
Weighted average common shares: | |||||
Basic (in shares) | 56.3 | 56.3 | 56.2 | 56.4 | |
Diluted (in shares) | 56.3 | 56.7 | 56.2 | 56.4 | |
[1] | The sum of the individual per share amounts may not add due to rounding. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||||||
Net (loss) income | $ (177.8) | $ (171.8) | $ (26.9) | $ 2.6 | $ (19.5) | $ (33.6) | $ (376.5) | $ (50.5) |
Other comprehensive (loss) income: | ||||||||
Foreign currency translation adjustments | (5.5) | 6.5 | 8.5 | (13) | ||||
Pension and postretirement reclassification adjustment | 0.1 | 0.1 | 0.4 | 0.4 | ||||
Adoption of ASU 2018-02 reclassification to retained earnings | 0 | 0 | 0 | (1.1) | ||||
Other comprehensive (loss) income | (5.4) | 6.6 | 8.9 | (13.7) | ||||
Comprehensive (loss) income | $ (183.2) | $ (20) | $ 9.2 | $ (367.6) | $ (64.2) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Treasury Stock | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2017 | 57.2 | 0.6 | ||||
Beginning balance at Dec. 31, 2017 | $ 2,284.5 | $ 0.6 | $ 2,107 | $ 267.1 | $ (28.7) | $ (61.5) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (33.6) | (33.6) | ||||
Other comprehensive (loss) income | (9.9) | (9.9) | ||||
Treasury stock repurchases (in shares) | (0.4) | |||||
Treasury stock repurchases | (17.1) | $ (17.1) | ||||
Equity awards exercised (in shares) | 0.2 | |||||
Equity awards exercised | 0.9 | 0.9 | ||||
Stock-based compensation | 16.3 | 16.3 | ||||
Ending balance (in shares) at Mar. 31, 2018 | 57.4 | 1 | ||||
Ending balance at Mar. 31, 2018 | 2,241.5 | $ 0.6 | 2,124.2 | 235 | $ (45.8) | (72.5) |
Beginning balance (in shares) at Dec. 31, 2017 | 57.2 | 0.6 | ||||
Beginning balance at Dec. 31, 2017 | 2,284.5 | $ 0.6 | 2,107 | 267.1 | $ (28.7) | (61.5) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (50.5) | |||||
Ending balance (in shares) at Sep. 30, 2018 | 57.6 | 1.5 | ||||
Ending balance at Sep. 30, 2018 | 2,209.6 | $ 0.6 | 2,137.1 | 218.1 | $ (71) | (75.2) |
Beginning balance (in shares) at Mar. 31, 2018 | 57.4 | 1 | ||||
Beginning balance at Mar. 31, 2018 | 2,241.5 | $ 0.6 | 2,124.2 | 235 | $ (45.8) | (72.5) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (19.5) | (19.5) | ||||
Other comprehensive (loss) income | (9.3) | (9.3) | ||||
Treasury stock repurchases (in shares) | (0.3) | |||||
Treasury stock repurchases | (12.6) | $ (12.6) | ||||
Equity awards exercised (in shares) | 0.2 | |||||
Equity awards exercised | 0.8 | 0.8 | ||||
Stock-based compensation | 6.9 | 6.9 | ||||
Ending balance (in shares) at Jun. 30, 2018 | 57.6 | 1.3 | ||||
Ending balance at Jun. 30, 2018 | 2,207.8 | $ 0.6 | 2,131.9 | 215.5 | $ (58.4) | (81.8) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 2.6 | 2.6 | ||||
Other comprehensive (loss) income | 6.6 | 6.6 | ||||
Treasury stock repurchases (in shares) | (0.2) | |||||
Treasury stock repurchases | (12.6) | $ (12.6) | ||||
Equity awards exercised | 0.2 | 0.2 | ||||
Stock-based compensation | 5 | 5 | ||||
Ending balance (in shares) at Sep. 30, 2018 | 57.6 | 1.5 | ||||
Ending balance at Sep. 30, 2018 | 2,209.6 | $ 0.6 | 2,137.1 | 218.1 | $ (71) | (75.2) |
Beginning balance (in shares) at Dec. 31, 2018 | 57.8 | 1.8 | ||||
Beginning balance at Dec. 31, 2018 | 2,160 | $ 0.6 | 2,135.8 | 204 | $ (83.3) | (97.1) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (26.9) | (26.9) | ||||
Other comprehensive (loss) income | 6.9 | 6.9 | ||||
Equity awards exercised (in shares) | 0.2 | |||||
Equity awards exercised | (4.4) | (4.4) | ||||
Stock-based compensation | 6.1 | 6.1 | ||||
Ending balance (in shares) at Mar. 31, 2019 | 58 | 1.8 | ||||
Ending balance at Mar. 31, 2019 | 2,141.7 | $ 0.6 | 2,137.5 | 177.1 | $ (83.3) | (90.2) |
Beginning balance (in shares) at Dec. 31, 2018 | 57.8 | 1.8 | ||||
Beginning balance at Dec. 31, 2018 | 2,160 | $ 0.6 | 2,135.8 | 204 | $ (83.3) | (97.1) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (376.5) | |||||
Ending balance (in shares) at Sep. 30, 2019 | 58 | 1.8 | ||||
Ending balance at Sep. 30, 2019 | 1,806 | $ 0.6 | 2,149.4 | (172.5) | $ (83.3) | (88.2) |
Beginning balance (in shares) at Mar. 31, 2019 | 58 | 1.8 | ||||
Beginning balance at Mar. 31, 2019 | 2,141.7 | $ 0.6 | 2,137.5 | 177.1 | $ (83.3) | (90.2) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (171.8) | (171.8) | ||||
Other comprehensive (loss) income | 7.4 | 7.4 | ||||
Equity awards exercised | (0.7) | (0.7) | ||||
Stock-based compensation | 6.7 | 6.7 | ||||
Ending balance (in shares) at Jun. 30, 2019 | 58 | 1.8 | ||||
Ending balance at Jun. 30, 2019 | 1,983.3 | $ 0.6 | 2,143.5 | 5.3 | $ (83.3) | (82.8) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (177.8) | (177.8) | ||||
Other comprehensive (loss) income | (5.4) | (5.4) | ||||
Equity awards exercised | 0.2 | 0.2 | ||||
Stock-based compensation | 5.7 | 5.7 | ||||
Ending balance (in shares) at Sep. 30, 2019 | 58 | 1.8 | ||||
Ending balance at Sep. 30, 2019 | $ 1,806 | $ 0.6 | $ 2,149.4 | $ (172.5) | $ (83.3) | $ (88.2) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (376.5) | $ (50.5) |
Net loss from discontinued operations | (250.9) | (8.7) |
Net (loss) income from continuing operations | (125.6) | (41.8) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 157.3 | 167.9 |
Asset impairment | 88 | 0 |
Stock-based compensation | 17.5 | 27 |
Gain on divestiture | 0 | (14.3) |
Unrealized loss (gain) on derivative contracts | 53.6 | (5.8) |
Deferred income taxes | (30.2) | (1.1) |
Other | 2.4 | 17.2 |
Changes in operating assets and liabilities: | ||
Receivables | 45.4 | 40.1 |
Inventories | (84.5) | (37.2) |
Prepaid expenses and other assets | (24.2) | 7.9 |
Accounts payable, accrued expenses, and other liabilities | (93.9) | 140.8 |
Net cash provided by operating activities - continuing operations | 5.8 | 300.7 |
Net cash provided by (used in) operating activities - discontinued operations | 39.9 | (30.2) |
Net cash provided by operating activities | 45.7 | 270.5 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (85.5) | (102.1) |
Additions to intangible assets | (19.3) | (16.4) |
Proceeds from sale of fixed assets | 5 | 4.4 |
Proceeds from divestiture | 0 | 30.8 |
Other | 0 | (1.1) |
Net cash used in investing activities - continuing operations | (99.8) | (84.4) |
Net cash provided by (used in) investing activities - discontinued operations | 71.7 | (14.3) |
Net cash used in investing activities | (28.1) | (98.7) |
Cash flows from financing activities: | ||
Borrowings under Revolving Credit Facility | 107.6 | 80.4 |
Payments under Revolving Credit Facility | (107.6) | (80.4) |
Payments on financing lease obligations | (1.5) | (0.9) |
Payment of deferred financing costs | 0 | (2.4) |
Payments on Term Loans | (135) | (10.5) |
Repurchases of common stock | 0 | (42.2) |
Receipts related to stock-based award activities | 0.7 | 4.7 |
Payments related to stock-based award activities | (5.5) | (3.3) |
Net cash used in financing activities - continuing operations | (141.3) | (250.8) |
Net cash used in financing activities - discontinued operations | 0 | 0 |
Net cash used in financing activities | (141.3) | (250.8) |
Effect of exchange rate changes on cash and cash equivalents | 4.5 | (1) |
Net decrease in cash and cash equivalents | (119.2) | (80) |
Cash and cash equivalents, beginning of period | 164.3 | 132.8 |
Cash and cash equivalents, end of period | 45.1 | 52.8 |
Supplemental cash flow disclosures | ||
Interest paid | 98.8 | 102.7 |
Net income tax refunds | (7.7) | (4.3) |
Non-cash investing activities: | ||
Accrued purchase of property and equipment | 30.9 | 22.8 |
Accrued other intangible assets | 3.7 | 8 |
Right-of-use assets and operating lease obligations recognized at / after ASU 2016-02 transition | 9.6 | |
2022 Notes | ||
Cash flows from financing activities: | ||
Repurchases of Notes | 0 | (24.1) |
2024 Notes | ||
Cash flows from financing activities: | ||
Repurchases of Notes | $ 0 | $ (172.1) |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION The unaudited Condensed Consolidated Financial Statements included herein have been prepared by TreeHouse Foods, Inc. and its consolidated subsidiaries (the “Company,” “TreeHouse,” “we,” “us,” or “our”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to quarterly reporting on Form 10-Q. In our opinion, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted as permitted by such rules and regulations. The Condensed Consolidated Financial Statements and related notes should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 . Results of operations for interim periods are not necessarily indicative of annual results. The preparation of our Condensed Consolidated Financial Statements in conformity with GAAP requires us to use our judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from these estimates. A detailed description of the Company’s significant accounting policies can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 . Change in Segments In the first quarter of 2019 , the Company changed how it manages its business, allocates resources, and goes to market, which resulted in modifications to its organizational and segment structure. All prior period information has been recast to reflect this change in reportable segments. Refer to Note 19 for additional information. Accounting Method Change Effective April 1, 2019, the Company changed its method of valuing its Pickle inventory in its Meal Solutions segment from the last-in, first out (LIFO) method to the first-in, first out (FIFO) method. Prior period information included in this Form 10-Q has been recast to apply the FIFO method retrospectively. Refer to Note 6 for additional information. Discontinued Operations On May 1, 2019, the Company entered into a definitive agreement to sell its Ready-to-eat ("RTE") Cereal business, a component of the Baked Goods reporting segment, to Post Holdings, Inc. ("Post"). On August 1, 2019, the Company completed the sale of its Snacks business to Atlas Holdings, LLC. ("Atlas") for $90 million in cash, subject to customary purchase price adjustments. Both of these transactions are part of the Company's strategy to pursue portfolio optimization. Beginning in the third quarter of 2019, the Snacks business (through the date of sale) and RTE Cereal business are presented as discontinued operations, and, as such, have been excluded from continuing operations and segment results for all periods presented. Refer to Note 7 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. RECENT ACCOUNTING PRONOUNCEMENTS Adopted In February 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-02, Leases , to increase transparency and comparability by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between legacy GAAP and this ASU is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under legacy GAAP. The standard requires that entities apply the effects of these changes using a modified retrospective approach, which includes a number of optional practical expedients. In July 2018, the FASB issued ASU No. 2018-11, Leases (842), Targeted Improvements, which provides an additional transition election to not restate comparative periods for the effects of applying the new standard. This transition election permits entities to apply ASU No. 2016-02 on the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings. These ASU's are effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company adopted these ASUs as of January 1, 2019 under the modified retrospective transition method prescribed by ASU 2018-11. Under this transition method, financial results reported in periods prior to the first quarter of 2019 are unchanged. On a continuing operations basis, the adoption of these ASUs resulted in the recognition of approximately $221.5 million of right-of-use assets and lease liabilities as of January 1, 2019. Also as a result of adoption, the Company reclassified $17.2 million of liabilities and $0.6 million of assets on its Condensed Consolidated Balance Sheet as of January 1, 2019 against the operating lease right-of-use asset. The adoption of these ASUs did not result in a cumulative-effect adjustment to the opening balance of retained earnings. In addition, the Company elected the package of practical expedients permitted by the transition guidance. The adoption of these ASU’s did not have an impact on the Company’s Condensed Consolidated Statements of Operations or Cash Flows. Refer to Note 4 for additional information regarding the Company's leases. Not yet adopted The Company does not anticipate a material impact upon adoption from any accounting standards issued but not yet adopted. |
Restructuring Programs
Restructuring Programs | 9 Months Ended |
Sep. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Programs | 3. RESTRUCTURING PROGRAMS The Company’s restructuring and margin improvement activities are part of an enterprise-wide transformation to improve long-term profitability of the Company. These activities are aggregated into three categories: (1) TreeHouse 2020 – a long-term growth and margin improvement strategy; (2) Structure to Win – an operating expenses improvement program; and (3) other restructuring and plant closing costs (collectively the “Restructuring Programs”). The costs by activity for the Restructuring Programs are outlined below: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (In millions) TreeHouse 2020 $ 21.9 $ 34.4 $ 76.5 $ 85.0 Structure to Win 2.4 5.3 13.4 30.8 Other restructuring and plant closing costs — 1.0 — 4.3 Total Restructuring Programs $ 24.3 $ 40.7 $ 89.9 $ 120.1 Expenses associated with these programs are in Cost of sales, General and administrative, and Other operating expense, net in the Condensed Consolidated Statements of Operations. The Company does not allocate costs associated with Restructuring Programs to reportable segments when evaluating the performance of its segments. As a result, costs associated with Restructuring Programs are not presented by reportable segment. Refer to Note 19 for more information. Below is a summary of costs by line item for the Restructuring Programs: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (In millions) Cost of sales $ 0.6 $ 4.4 $ 3.8 $ 8.6 General and administrative — 1.0 1.7 3.3 Other operating expense, net 23.7 35.3 84.4 108.2 Total $ 24.3 $ 40.7 $ 89.9 $ 120.1 The table below presents the activity of the liabilities associated with the Restructuring Programs as of September 30, 2019 : Severance Other Costs Total Liabilities (In millions) Balance as of December 31, 2018 $ 19.3 $ 2.6 $ 21.9 Expenses recognized 8.4 — 8.4 Cash payments (19.0 ) — (19.0 ) Reclassification due to adoption of ASU 2016-02 — (2.6 ) (2.6 ) Balance as of September 30, 2019 $ 8.7 $ — $ 8.7 Liabilities as of September 30, 2019 associated with total exit cost reserves primarily relate to severance. The severance liability is included in Accrued expenses in the Condensed Consolidated Balance Sheets. Other costs represent early lease termination liabilities. As part of the Company's adoption of ASU 2016-02, these lease termination liabilities were offset with the initial right-of-use asset at transition. Refer to Note 4 for additional information. (1) TreeHouse 2020 In the third quarter of 2017, the Company announced TreeHouse 2020, a program intended to accelerate long-term growth through optimization of our manufacturing network, transformation of our mixing centers and warehouse footprint, and leveraging of systems and processes to drive performance. The Company’s workstreams related to these activities and selling, general, and administrative cost reductions will increase our capacity utilization, expand operating margins, and streamline our plant structure to optimize our supply chain. This program began in 2017 and will be executed through 2020. The table below shows key information regarding the Company's announced plant closures, a component of the broader TreeHouse 2020 program: Facility Location Date of Closure Announcement Closure Status Primary Products Produced Primary Segment Affected Total Costs to Close Total Cash Costs to Close (In millions) Brooklyn Park, Minnesota August 3, 2017 Completed in Q4 2017 Dry dinners Meal Solutions $ 16.1 $ 9.6 Plymouth, Indiana August 3, 2017 Completed in Q4 2017 Pickles Meal Solutions 9.3 3.8 Visalia, California February 15, 2018 Completed in Q1 2019 Pretzels Baked Goods 22.1 8.8 $ 47.5 $ 22.2 Expenses associated with the Company's Dothan, Alabama; Battle Creek, Michigan; and Minneapolis, Minnesota facility closures are classified within Net loss from discontinued operations and are excluded from the table above. Total costs to close these three facilities were $29.7 million . During the third quarter of 2018, the Company announced the closure of its Omaha, Nebraska office by January 31, 2019. This closure was completed during the first quarter of 2019. Below is a summary of the overall TreeHouse 2020 program costs by type: Three Months Ended Nine Months Ended Cumulative Costs To Date Total Expected Costs 2019 2018 2019 2018 (In millions) Asset-related $ (0.1 ) $ 4.4 $ 2.4 $ 3.9 $ 44.6 $ 46.3 Employee-related 3.1 9.1 10.5 24.8 55.8 65.8 Other costs 18.9 20.9 63.6 56.3 145.9 186.5 Total $ 21.9 $ 34.4 $ 76.5 $ 85.0 $ 246.3 $ 298.6 For the three and nine months ended September 30, 2019 and 2018 , asset-related costs primarily consisted of accelerated depreciation; employee-related costs primarily consisted of dedicated project employee cost and severance; and other costs primarily consisted of consulting costs. Asset-related costs were recognized in Cost of sales while employee-related and other costs were primarily recognized in Other operating expense, net of the Condensed Consolidated Statement of Operations. (2) Structure to Win In the first quarter of 2018, the Company announced an operating expenses improvement program (“Structure to Win”) designed to align our organization structure with strategic priorities. The program is intended to drive operational effectiveness, cost reduction, and position the Company for growth with a focus on a lean customer focused go-to-market team, centralized supply chain, and streamlined administrative functions. Below is a summary of costs by type associated with the Structure to Win program: Three Months Ended Nine Months Ended Cumulative Costs To Date Total Expected Costs 2019 2018 2019 2018 (In millions) Asset-related $ 0.2 $ — $ 1.8 $ 2.2 $ 4.0 $ 4.0 Employee-related 1.1 3.4 3.7 12.3 24.9 25.9 Other costs 1.1 1.9 7.9 16.3 28.5 29.6 Total $ 2.4 $ 5.3 $ 13.4 $ 30.8 $ 57.4 $ 59.5 For the three and nine months ended September 30, 2019 and 2018 , asset-related costs primarily consisted of accelerated depreciation; employee-related costs primarily consisted of severance; and other costs primarily consisted of consulting services. Asset-related costs are included in General and administrative expense and the employee-related and other costs are included in Other operating expense, net of the Condensed Consolidated Statements of Operations. During the first quarter of 2019, the Company announced the closure of its St. Louis, Missouri office by June 28, 2019. This closure was completed during the second quarter of 2019. (3) 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 Other operating expense, net of the Condensed Consolidated Statements of Operations, with the exception of asset-related costs, which are recognized in Cost of sales. Other restructuring and plant closing costs were $1.0 million and $4.3 million for the three and nine months ended September 30, 2018 , respectively. There were no costs associated with other restructuring and plant closing costs during the three and nine months ended September 30, 2019 . |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | 4. LEASES The Company has operating and finance leases for manufacturing facilities, warehouses and distribution centers, office space, and certain equipment. Remaining lease terms for these leases range from 1 year to 13 years. Some of the Company’s leases include options to extend the leases for up to 29 years, and some include options to terminate the leases within 1 year. The Company does not record leases with an initial term of 12 months or less on the balance sheet. Expense for these short-term leases is recognized on a straight-line basis over the lease term. Supplemental balance sheet information related to leases was as follows: Balance Sheet Classification September 30, 2019 (In millions) Assets Operating Operating lease right-of-use assets $ 183.3 Finance Property, plant, and equipment, net 3.4 Total assets $ 186.7 Liabilities Current liabilities Operating Accrued expenses $ 32.9 Finance Current portion of long-term debt 1.2 Total current liabilities 34.1 Noncurrent liabilities Operating Operating lease liabilities 166.2 Finance Long-term debt 2.0 Total noncurrent liabilities 168.2 Total lease liabilities $ 202.3 Right-of-use assets and their corresponding lease liabilities are measured and recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Discount Rates The majority of the Company's leases do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments for those leases. The Company has elected the practical expedient to apply discount rates to its lease portfolio based on the portfolio approach. The portfolios grouped the leases by remaining lease term. As of September 30, 2019 , the weighted-average discount rates for the Company's operating and finance leases were 4.7% and 3.7% , respectively. Lease Payments The Company includes lease payments under options to extend or terminate the lease in the measurement of the right-of-use asset and lease liability when it is reasonably certain that it will exercise such options. For operating leases, lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Fixed lease costs represent the explicitly quantified lease payments prescribed by the lease agreement and are included in the measurement of the right-of-use asset and corresponding lease liability. Variable lease payments that depend on an index or a rate are included in the calculation of the right-of-use asset and lease liability based on the index or rate at lease commencement. Other variable lease payments such as those that depend on the usage or performance of an underlying asset are not included in the measurement of the right-of-use asset or lease liability. The Company has elected the practical expedient to combine lease and nonlease components into a single component for all of its leases. As of September 30, 2019 , the weighted-average remaining term of the Company's operating and finance leases was 8.2 and 2.6 years , respectively. The components of lease expense were as follows: Three Months Ended Nine Months Ended Statement of Operations Classification September 30, 2019 September 30, 2019 (In millions) Operating lease cost Cost of sales and General and administrative $ 8.2 $ 31.3 Finance lease cost: Amortization of right-of-use assets Cost of sales and General and administrative 0.5 1.2 Interest on lease liabilities Interest expense — 0.1 Total finance lease cost 0.5 1.3 Variable lease cost (1) Cost of sales and General and administrative 1.5 4.1 Net lease cost $ 10.2 $ 36.7 (1) Includes short-term leases, which are immaterial. Future maturities of lease liabilities were as follows: Operating Leases (1) Finance Leases (In millions) Three months ended December 31, 2019 $ 10.1 $ 0.4 2020 38.4 1.2 2021 34.6 1.1 2022 28.2 0.6 2023 24.7 0.1 Thereafter 108.4 — Total lease payments 244.4 3.4 Less: Interest (45.3 ) (0.2 ) Present value of lease liabilities $ 199.1 $ 3.2 (1) Operating lease payments include $3.0 million related to options to extend lease terms that are reasonably certain of being exercised. Other information related to leases were as follows: Nine Months Ended (In millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 30.2 Operating cash flows from finance leases 0.1 Financing cash flows from finance leases 1.5 |
Leases | 4. LEASES The Company has operating and finance leases for manufacturing facilities, warehouses and distribution centers, office space, and certain equipment. Remaining lease terms for these leases range from 1 year to 13 years. Some of the Company’s leases include options to extend the leases for up to 29 years, and some include options to terminate the leases within 1 year. The Company does not record leases with an initial term of 12 months or less on the balance sheet. Expense for these short-term leases is recognized on a straight-line basis over the lease term. Supplemental balance sheet information related to leases was as follows: Balance Sheet Classification September 30, 2019 (In millions) Assets Operating Operating lease right-of-use assets $ 183.3 Finance Property, plant, and equipment, net 3.4 Total assets $ 186.7 Liabilities Current liabilities Operating Accrued expenses $ 32.9 Finance Current portion of long-term debt 1.2 Total current liabilities 34.1 Noncurrent liabilities Operating Operating lease liabilities 166.2 Finance Long-term debt 2.0 Total noncurrent liabilities 168.2 Total lease liabilities $ 202.3 Right-of-use assets and their corresponding lease liabilities are measured and recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Discount Rates The majority of the Company's leases do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments for those leases. The Company has elected the practical expedient to apply discount rates to its lease portfolio based on the portfolio approach. The portfolios grouped the leases by remaining lease term. As of September 30, 2019 , the weighted-average discount rates for the Company's operating and finance leases were 4.7% and 3.7% , respectively. Lease Payments The Company includes lease payments under options to extend or terminate the lease in the measurement of the right-of-use asset and lease liability when it is reasonably certain that it will exercise such options. For operating leases, lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Fixed lease costs represent the explicitly quantified lease payments prescribed by the lease agreement and are included in the measurement of the right-of-use asset and corresponding lease liability. Variable lease payments that depend on an index or a rate are included in the calculation of the right-of-use asset and lease liability based on the index or rate at lease commencement. Other variable lease payments such as those that depend on the usage or performance of an underlying asset are not included in the measurement of the right-of-use asset or lease liability. The Company has elected the practical expedient to combine lease and nonlease components into a single component for all of its leases. As of September 30, 2019 , the weighted-average remaining term of the Company's operating and finance leases was 8.2 and 2.6 years , respectively. The components of lease expense were as follows: Three Months Ended Nine Months Ended Statement of Operations Classification September 30, 2019 September 30, 2019 (In millions) Operating lease cost Cost of sales and General and administrative $ 8.2 $ 31.3 Finance lease cost: Amortization of right-of-use assets Cost of sales and General and administrative 0.5 1.2 Interest on lease liabilities Interest expense — 0.1 Total finance lease cost 0.5 1.3 Variable lease cost (1) Cost of sales and General and administrative 1.5 4.1 Net lease cost $ 10.2 $ 36.7 (1) Includes short-term leases, which are immaterial. Future maturities of lease liabilities were as follows: Operating Leases (1) Finance Leases (In millions) Three months ended December 31, 2019 $ 10.1 $ 0.4 2020 38.4 1.2 2021 34.6 1.1 2022 28.2 0.6 2023 24.7 0.1 Thereafter 108.4 — Total lease payments 244.4 3.4 Less: Interest (45.3 ) (0.2 ) Present value of lease liabilities $ 199.1 $ 3.2 (1) Operating lease payments include $3.0 million related to options to extend lease terms that are reasonably certain of being exercised. Other information related to leases were as follows: Nine Months Ended (In millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 30.2 Operating cash flows from finance leases 0.1 Financing cash flows from finance leases 1.5 |
Receivables Sales Program
Receivables Sales Program | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Receivables Sales Program | 5. RECEIVABLES SALES PROGRAM In December 2017 and June 2019, the Company entered into agreements to sell certain trade accounts receivable to two unrelated, third-party financial institutions (collectively, "the Receivables Sales Program"). The Program provides for an ongoing sale of receivables, on a revolving basis, until the agreements are terminated. The agreements can be terminated by either party with 60 days ' notice. The Company has no retained interest in the receivables sold under the Program; however, under the agreements the Company does have collection and administrative responsibilities for the sold receivables. Under the Program, the maximum amount of receivables that may be sold at any time is $300.0 million . Receivables sold under the Program are de-recognized from the Company's Condensed Consolidated Balance Sheet at the time of the sale and the proceeds from such sales are reflected as a component of the change in receivables in the operating activities section of the Condensed Consolidated Statements of Cash Flows. The outstanding amount of accounts receivable sold under the Receivables Sales Program was $196.2 million and $177.0 million as of September 30, 2019 and December 31, 2018 , respectively. The loss on sale of receivables was $0.8 million and $1.0 million for the three months ended September 30, 2019 and 2018 , respectively, and $2.9 million and $2.3 million for the nine months ended September 30, 2019 and 2018 , respectively, and is included in Other expense (income), net in the Condensed Consolidated Statements of Operations. The Company has not recognized any servicing assets or liabilities as of September 30, 2019 or December 31, 2018 , as the fair value of the servicing arrangement as well as the fees earned were not material to the financial statements. As of September 30, 2019 and December 31, 2018 , the Company had collected but not yet remitted to the financial institutions $136.6 million and $119.3 million |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. INVENTORIES September 30, 2019 December 31, 2018 (In millions) Raw materials and supplies $ 261.7 $ 234.2 Finished goods 441.1 381.4 Total inventories $ 702.8 $ 615.6 In order to align inventory valuation methods across the Company, effective April 1, 2019, the Company changed its method of valuing its Pickle inventory in its Meal Solutions segment from the last-in, first-out (LIFO) method to the first-in, first-out (FIFO) method. After adopting the change, all of the Company's inventory is now valued using the FIFO method. The Company believes that the FIFO method is preferable since it more accurately reflects the current market value of inventory presented on the Company's Condensed Consolidated Balance Sheets, improves comparability with the Company's peers, and results in consistency across its operations with respect to the method of inventory valuation. Prior period information included in this Form 10-Q has been adjusted to apply the FIFO method retrospectively. As a result of the retrospective change, retained earnings as of January 1, 2017 increased $14.4 million . This change did not affect the Company's previously reported cash flows from operating, investing, or financing activities. The impact of the change from LIFO to FIFO on the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss is summarized below: Three Months Ended March 31, 2019 Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 As Reported Adjustment As Adjusted As Reported Adjustment As Adjusted As Reported Adjustment As Adjusted (In millions, except per share data) Cost of sales $ 871.1 $ (0.5 ) $ 870.6 $ 900.2 $ 3.7 $ 903.9 $ 2,751.4 $ 2.2 $ 2,753.6 Operating (loss) income 15.0 0.5 15.5 42.7 (3.7 ) 39.0 32.6 (2.2 ) 30.4 Income tax (benefit) expense (7.0 ) 0.1 (6.9 ) 3.9 (0.9 ) 3.0 (12.3 ) (0.6 ) (12.9 ) Net (loss) income from continuing operations (14.9 ) 0.4 (14.5 ) 15.0 (2.8 ) 12.2 (40.2 ) (1.6 ) (41.8 ) Comprehensive (loss) income (20.4 ) 0.4 (20.0 ) 12.0 (2.8 ) 9.2 (62.6 ) (1.6 ) (64.2 ) Net (loss) earnings per common share from continuing operations - basic & diluted $ (0.27 ) $ 0.01 $ (0.26 ) $ 0.27 $ (0.05 ) $ 0.22 $ (0.72 ) $ (0.02 ) $ (0.74 ) The impact of the change on the Company's Condensed Consolidated Balance Sheets as of December 31, 2018 is as follows: December 31, 2018 As Reported Adjustment As Adjusted (In millions) Inventories $ 591.5 $ 24.1 $ 615.6 Deferred income taxes 160.1 6.0 166.1 Retained earnings 185.9 18.1 204.0 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 7. DISCONTINUED OPERATIONS Snacks During the second quarter of 2019, due to changes in market price expectations for the sale of the Company's Snacks segment, the Company assessed the recoverability of the carrying value of the long-lived assets associated with the segment. This assessment resulted in total long-lived asset impairment losses of $66.5 million , comprised of $63.2 million of property, plant, and equipment impairment losses and $3.3 million of intangible asset impairment losses. These losses result from the estimated fair value of the Snacks asset group, which was determined by its estimated discounted cash flows. These cash flows represent Level 3 inputs under ASC 820. The impairment loss is recognized as a component of Net loss from discontinued operations in the Condensed Consolidated Statements of Operations. On August 1, 2019, the Company completed the sale of our Snacks business to Atlas for $90 million in cash, subject to customary purchase price adjustments. The Company classified the proceeds within Net cash provided by (used in) investing activities - discontinued operations and used the net proceeds of the sale to pay down debt. The Company recognized a non-cash pre-tax loss on the transaction upon closing of $97.5 million , which is recognized as a component of Net loss from discontinued operations in the Condensed Consolidated Statements of Operations. For tax purposes, the sale has resulted in an estimated capital loss of $478.4 million . As a result, we have established a deferred tax asset of $117.9 million . A full valuation allowance was recorded against the deferred tax asset as we have not met the accounting requirements for recognition of a benefit at this time. The sale of this business is part of the Company's strategy to pursue portfolio optimization. The Snacks business operated three plants located in Robersonville, North Carolina; El Paso, Texas; and Dothan, Alabama. A fourth plant in Minneapolis, Minnesota was not included with the sale and closed during the third quarter of 2019, as previously announced. The Company entered into a Transition Services Agreement ("TSA") with Atlas, which is designed to ensure and facilitate an orderly transfer of business operations. The services provided under the TSA will terminate at various times between six and twelve months from the date of sale and can be renewed with a maximum of an additional twelve-month period for certain services. Except for customary post-closing adjustments and transition services, the Company has no continuing involvement with Atlas subsequent to the completion of the sale. Ready-to-eat Cereal On May 1, 2019, the Company entered into a definitive agreement to sell its RTE Cereal business, a component of the Baked Goods reporting segment, to Post. The sale of this business is part of the Company's strategy to pursue portfolio optimization. The transaction is presently being reviewed by the Federal Trade Commission (the "FTC"). The Company and Post remain optimistic of a timely conclusion of the FTC review. During the second quarter of 2019, the Company classified the RTE Cereal business as held for sale. The expected disposal loss for the RTE Cereal business is remeasured each quarter. The Company has recognized the expected disposal loss as an impairment charge of $74.6 million during the nine months ended September 30, 2019. Of this impairment charge, $63.9 million was recorded during the three months ended June 30, 2019 and $10.7 million was recorded during the three months ended September 30, 2019. The impairment is recognized as a component of Net loss from discontinued operations in the Condensed Consolidated Statements of Operations. Beginning in the third quarter of 2019, the Company has reflected the Snacks business (through the date of sale) and RTE Cereal business as discontinued operations for all periods presented. Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate to the Company's continuing operations. Results of discontinued operations were as follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (in millions) (in millions) Net sales $ 122.1 $ 276.7 $ 581.8 $ 938.5 Cost of sales 119.5 266.9 570.5 886.3 Selling, general, administrative and other operating expenses 15.2 21.6 51.1 59.5 Asset impairment 10.7 — 141.1 — Loss on sale of business 97.5 — 97.5 — Operating loss from discontinued operations (120.8 ) (11.8 ) (278.4 ) (7.3 ) Interest and other expense 2.5 6.9 6.1 10.2 Income tax benefit (6.5 ) (9.1 ) (33.6 ) (8.8 ) Net loss from discontinued operations $ (116.8 ) $ (9.6 ) $ (250.9 ) $ (8.7 ) Assets and liabilities of discontinued operations presented in the Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 include the following: September 30, 2019 December 31, 2018 (in millions) Inventories $ 44.8 $ 248.2 Prepaid expenses and other assets — 8.2 Property, plant, and equipment, net 63.8 132.1 Operating lease right-of-use assets 7.8 — Goodwill 53.5 53.5 Intangible assets, net 38.6 43.8 Valuation allowance (74.6 ) — Total assets of discontinued operations $ 133.9 $ 485.8 Accrued expenses and other liabilities $ 6.8 $ 6.0 Operating lease liabilities 8.0 — Total liabilities of discontinued operations $ 14.8 $ 6.0 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | 8. PROPERTY, PLANT, AND EQUIPMENT September 30, 2019 December 31, 2018 (In millions) Land $ 58.6 $ 61.6 Buildings and improvements 412.8 421.8 Machinery and equipment 1,254.7 1,201.9 Construction in progress 52.9 99.2 Total 1,779.0 1,784.5 Less accumulated depreciation (698.8 ) (642.2 ) Property, plant, and equipment, net $ 1,080.2 $ 1,142.3 Asset Impairment We evaluate property, plant, and equipment and finite lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. Indicators of impairment include deteriorations in operating cash flows, the anticipated sale or disposal of an asset group, and other significant changes in business conditions. During the third quarter of 2019, our assessment indicated an impairment in our Cookies and Dry Dinner asset groups driven by the historical and forecasted performance of these businesses. As a result, we recognized $42.8 million of property, plant, and equipment impairment losses and $45.2 million of finite lived intangible asset impairment. The impairment charges are included in Asset impairment in the Condensed Consolidated Statements of Operations. Impairment charges are measured by comparing the carrying values of the asset groups to their estimated fair values. The fair value of these assets were based on expected future cash flows using Level 3 inputs under ASC 820. We can provide no assurance regarding the prospect of additional impairment charges in future periods. Depreciation expense was $33.3 million and $37.8 million for the three months ended September 30, 2019 and 2018 and $100.9 million and $107.7 million for the nine months ended September 30, 2019 and 2018 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 9. GOODWILL AND INTANGIBLE ASSETS As a result of the changes in organizational structure completed in the first quarter of 2019 and sale of the Company's Snacks business during the third quarter of 2019, the Company now has the following three operating segments, which are also its reporting units: Baked Goods, Beverages, and Meal Solutions. See Note 19 for more information regarding the change in segment structure during the first quarter of 2019 and Note 7 for more information regarding the Snacks sale. In connection with the change in organizational structure completed in the first quarter of 2019, the Company allocated goodwill and accumulated impairment loss balances as of January 1, 2019 between reporting units using a relative fair value allocation approach. The change was considered a triggering event indicating a test for goodwill impairment was required as of January 1, 2019. The Company performed the impairment test, which did not result in the identification of any impairment losses. Changes in the carrying amount of goodwill for the nine months ended September 30, 2019 are as follows: Baked Goods Beverages Meal Solutions Total (In millions) Balance at January 1, 2019, before accumulated impairment losses $ 588.7 $ 712.5 $ 851.2 $ 2,152.4 Accumulated impairment losses (33.0 ) — (11.5 ) (44.5 ) Balance at January 1, 2019 555.7 712.5 839.7 2,107.9 Foreign currency exchange adjustments — 1.4 2.0 3.4 Balance at September 30, 2019 $ 555.7 $ 713.9 $ 841.7 $ 2,111.3 Indefinite Lived Intangible Assets The Company has $21.8 million and $21.4 million of trademarks with indefinite lives as of September 30, 2019 and December 31, 2018 , respectively. Finite Lived Intangible Assets The gross carrying amounts and accumulated amortization of intangible assets with finite lives as of September 30, 2019 and December 31, 2018 are as follows: September 30, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In millions) Intangible assets with finite lives: Customer-related $ 790.3 $ (345.8 ) $ 444.5 $ 861.6 $ (334.0 ) $ 527.6 Contractual agreements 0.5 (0.5 ) — 0.5 (0.5 ) — Trademarks 52.9 (26.0 ) 26.9 52.8 (22.5 ) 30.3 Formulas/recipes 22.7 (18.8 ) 3.9 23.4 (17.0 ) 6.4 Computer software 174.6 (94.8 ) 79.8 154.4 (83.7 ) 70.7 Total finite lived intangibles $ 1,041.0 $ (485.9 ) $ 555.1 $ 1,092.7 $ (457.7 ) $ 635.0 Asset Impairment During the third quarter of 2019, we recognized $45.2 million of finite lived intangible asset impairment. Refer to Note 8 for additional information. The Company routinely evaluates the useful life attributed to its assets. During the second quarter ended June 30, 2019, the Company determined that the useful lives of certain computer software should be increased from seven years to ten years based on historical experience related to the use of this software and our expectation of its future usability. The Company accounted for this as a change in estimate that was applied prospectively, effective as of April 1, 2019. This change in useful life resulted in a reduction of amortization expense of $1.7 million and $3.3 million , and an increase in both basic and diluted earnings per share of $0.02 and $0.04 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. INCOME TAXES An income tax benefit was recognized at an effective rate of 37.4% and 28.5% for the three and nine months ended September 30, 2019 compared to 19.7% and 23.6% for the three and nine months ended September 30, 2018 . The change in the Company's effective tax rate for the three and nine months ended September 30, 2019 compared to 2018 is primarily the result of a one-time tax benefit associated with repatriating to the U.S. customer based intangibles formally held by our Canadian subsidiaries, a change in the amount of valuation allowance recorded against certain deferred tax assets, and a change in the amount of executive compensation that is non-deductible for tax purposes. Our effective tax rate may change from period to period based on recurring and non-recurring factors including the jurisdictional mix of earnings, enacted tax legislation, state income taxes, settlement of tax audits, and the expiration of the statute of limitations in relation to unrecognized tax benefits. Management estimates that it is reasonably possible that the total amount of unrecognized tax benefits could decrease by as much as $5.1 million within the next 12 months, primarily as a result of the resolution of audits currently in progress and the lapsing of statutes of limitations. As much as $0.9 million of the $5.1 million could affect net income when settled. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 11. LONG-TERM DEBT September 30, 2019 December 31, 2018 (In millions) Term Loan A $ 458.4 $ 488.8 Term Loan A-1 746.6 851.2 2022 Notes 375.9 375.9 2024 Notes 602.9 602.9 Finance leases 3.2 2.5 Total outstanding debt 2,187.0 2,321.3 Deferred financing costs (17.3 ) (22.7 ) Less current portion (11.7 ) (1.2 ) Total long-term debt $ 2,158.0 $ 2,297.4 On August 26, 2019, the Company entered into Amendment No. 2 (the “Amendment”) to the Credit Agreement. This Amendment permanently maintains the secured status of the credit facility and the maximum permitted leverage ratio at 4.5 x. Absent the Amendment, the Credit Agreement was scheduled to return to unsecured status with a maximum permitted leverage ratio of 4.0 x in the fourth quarter of 2019. The material terms and conditions under the Credit Agreement are otherwise substantially consistent with those contained in the Credit Agreement prior to the Amendment. The Company’s average interest rate on debt outstanding under its Credit Agreement for the three months ended September 30, 2019 was 4.08% . Including the impact of interest rate swap agreements in effect as of September 30, 2019 , the average rate decreased to 3.60% . Revolving Credit Facility — As of September 30, 2019 , $723.6 million of the aggregate commitment of $750.0 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 September 30, 2019 , there were $26.4 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. Fair Value - At September 30, 2019 , the aggregate fair value of the Company's total debt was $2,214.2 million and its carrying value was $2,183.8 million . At December 31, 2018 , the aggregate fair value of the Company's total debt was $2,311.3 million and its carrying value was $2,318.8 million . The fair values of Term Loan A and Term Loan A-1 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 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 12. EARNINGS PER SHARE The following table summarizes the effect of the share-based compensation awards on the weighted average number of shares outstanding used in calculating diluted loss per share: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions, except per share data) Weighted average common shares outstanding 56.3 56.3 56.2 56.4 Assumed exercise/vesting of equity awards (1) — 0.4 — — Weighted average diluted common shares outstanding 56.3 56.7 56.2 56.4 (1) For the three and nine months ended September 30, 2019 and the nine months ended September 30, 2018 , the weighted average common shares outstanding is the same for the computations of both basic and diluted shares outstanding because including incremental shares would have been anti-dilutive. Incremental shares excluded from the Company's computation of diluted earnings per share were 1.7 million and 1.6 million for the three and nine months ended September 30, 2019 , respectively, and 1.8 million for both the three and nine months ended September 30, 2018 . |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 13. STOCK-BASED COMPENSATION Under the TreeHouse Foods, Inc. Equity and Incentive Plan (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. On April 25, 2019, the Plan was amended and restated to increase the number of shares available for issuance under the Plan by 1.5 million shares, effective February 27, 2019. The maximum number of shares available to be awarded under the Plan is approximately 17.5 million , of which approximately 4.9 million remained available at September 30, 2019 . Total compensation expense related to stock-based payments and the related income tax benefit recognized in Net (loss) income from continuing operations was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) (In millions) Compensation expense related to stock-based payments $ 5.5 $ 4.6 $ 17.5 $ 27.0 Related income tax benefit 1.2 1.2 4.4 6.8 In the first quarter of 2018, the Company entered into an amended employment agreement with our former Chief Executive Officer. The amendment resulted in the modification of his outstanding equity awards by accelerating the vesting dates, changing outstanding performance units to vest at target, and extending the exercisability of options outstanding. Modification of the existing awards resulted in a charge of $10.0 million in the three months ended March 31, 2018 . The impact of this modification on expense recognized for stock options, restricted stock units, and performance units was $1.2 million , $3.8 million , and $5.0 million , respectively. All amounts below include continuing and discontinued operations. Stock Options — The following table summarizes stock option activity during the nine months ended September 30, 2019 . Stock options generally vest in approximately three equal installments on each of the first three anniversaries of the grant date and expire ten years from the grant date. Employee Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (yrs) Aggregate Intrinsic Value (In thousands) (In millions) Outstanding, at December 31, 2018 1,720 $ 75.24 4.8 $ 1.1 Forfeited (38 ) 86.41 Exercised (13 ) 51.54 Expired (114 ) 80.77 Outstanding, at September 30, 2019 1,555 74.74 4.1 1.7 Vested/expected to vest, at September 30, 2019 1,543 74.67 4.1 1.7 Exercisable, at September 30, 2019 1,489 74.39 3.9 1.7 Three Months Ended Nine Months Ended 2019 2018 2019 2018 (In millions) (In millions) Intrinsic value of stock options exercised $ 0.1 $ — $ 0.1 $ 3.8 Tax benefit recognized from stock option exercises — 0.1 — 0.7 Future compensation costs related to unvested options totaled $0.7 million at September 30, 2019 and will be recognized over the remaining vesting period of the grants, which averages 0.5 years . Restricted Stock Units — Employee restricted stock unit awards generally vest based on the passage of time. These awards generally vest in approximately three equal installments on each of the first three anniversaries of the grant date. Director restricted stock units generally vest on the first anniversary of the grant date. Certain directors have deferred receipt of their awards until either their departure from the Board of Directors or a specified date. As of September 30, 2019 , director restricted stock units that have been earned and deferred totaled approximately 92,000 . The following table summarizes the restricted stock unit activity during the nine months ended September 30, 2019 : Employee Restricted Stock Units Weighted Average Grant Date Fair Value Director Restricted Stock Units Weighted Average Grant Date Fair Value (In thousands) (In thousands) Outstanding, at December 31, 2018 685 $ 52.20 129 $ 53.75 Granted 360 63.36 24 66.79 Vested (271 ) 59.69 (37 ) 39.01 Forfeited (120 ) 54.66 — — Outstanding, at September 30, 2019 654 54.80 116 58.30 Three Months Ended Nine Months Ended 2019 2018 2019 2018 (In millions) (In millions) Fair value of vested restricted stock units $ 0.4 $ 0.8 $ 19.1 $ 10.7 Tax benefit recognized from vested restricted stock units 0.1 0.2 3.5 2.3 Future compensation costs related to restricted stock units are approximately $23.3 million as of September 30, 2019 and will be recognized on a weighted average basis over the next 2.0 years . The grant date fair value of the awards is equal to the Company’s closing stock price on the grant date. Performance Units — Performance unit awards are granted to certain members of management. These awards contain service and performance conditions. For each of the three performance periods, one-third of the units will accrue, multiplied by a predefined percentage generally between 0% and 200% , depending on the achievement of certain operating performance measures. Additionally, for the cumulative performance period, a number of units will accrue, equal to the number of units granted multiplied by a predefined percentage generally between 0% and 200% , depending on the achievement of certain operating performance measures, less any units previously accrued. Accrued units will be converted to stock or cash, at the discretion of the Compensation Committee, generally, on the third anniversary of the grant date. The Company intends to settle these awards in stock and has the shares available to do so. The following table summarizes the performance unit activity during the nine months ended September 30, 2019 : Performance Units Weighted Average Grant Date Fair Value (In thousands) Unvested, at December 31, 2018 176 $ 71.49 Granted 390 61.88 Vested (17 ) 98.28 Forfeited (51 ) 87.13 Unvested, at September 30, 2019 498 61.45 Three Months Ended Nine Months Ended 2019 2018 2019 2018 (In millions) (In millions) Fair value of vested performance units $ — $ — $ 0.9 $ 1.0 Tax benefit recognized from performance units vested — — 0.2 0.1 Future compensation costs related to the performance units are estimated to be approximately $19.6 million as of September 30, 2019 and are expected to be recognized over the next 2.3 years . The grant date fair value of the awards is equal to the Company’s closing stock price on the date of grant. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 14. ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss consists of the following components, all of which are net of tax: Foreign Currency Translation (1) Unrecognized Pension and Postretirement Benefits (1) Accumulated Other Comprehensive Loss (In millions) Balance at December 31, 2017 $ (57.2 ) $ (4.3 ) $ (61.5 ) Other comprehensive loss (13.0 ) — (13.0 ) Reclassifications from accumulated other comprehensive loss (2) — 0.4 0.4 Reclassifications from accumulated other comprehensive loss - Adoption of ASU 2018-02 — (1.1 ) (1.1 ) Other comprehensive loss (13.0 ) (0.7 ) (13.7 ) Balance at September 30, 2018 $ (70.2 ) $ (5.0 ) $ (75.2 ) Balance at December 31, 2018 $ (91.7 ) $ (5.4 ) $ (97.1 ) Other comprehensive income 8.5 — 8.5 Reclassifications from accumulated other comprehensive income (2) — 0.4 0.4 Other comprehensive income 8.5 0.4 8.9 Balance at September 30, 2019 $ (83.2 ) $ (5.0 ) $ (88.2 ) (1) The tax impact of the foreign currency translation adjustment and the unrecognized pension and postretirement benefits reclassification was insignificant for the three and nine months ended September 30, 2019 and 2018 . (2) Refer to Note 15 for additional information regarding these reclassifications. |
Employee Retirement and Postret
Employee Retirement and Postretirement Benefits | 9 Months Ended |
Sep. 30, 2019 | |
Retirement Benefits [Abstract] | |
Employee Retirement and Postretirement Benefits | 15. EMPLOYEE RETIREMENT AND POSTRETIREMENT BENEFITS Pension, Profit Sharing, and Postretirement Benefits — Certain employees and retirees participate in pension and other postretirement benefit plans. Employee benefit plan obligations and expenses included in the Condensed Consolidated Financial Statements are determined based on plan assumptions, employee demographic data, including years of service and compensation, benefits and claims paid, and employer contributions. The information below includes the activities of the Company's continuing and discontinued operations. Components of net periodic pension cost (benefit) are as follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (In millions) (In millions) Service cost $ 0.4 $ 0.6 $ 1.3 $ 1.8 Interest cost 3.2 3.0 9.7 8.9 Expected return on plan assets (3.6 ) (4.1 ) (10.8 ) (12.2 ) Amortization of unrecognized prior service cost — 0.1 0.1 0.2 Amortization of unrecognized net loss 0.1 0.1 0.3 0.4 Net periodic pension cost (benefit) $ 0.1 $ (0.3 ) $ 0.6 $ (0.9 ) Components of net periodic postretirement cost are as follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (In millions) (In millions) Interest cost $ 0.3 $ 0.3 $ 0.9 $ 0.9 Net periodic postretirement cost $ 0.3 $ 0.3 $ 0.9 $ 0.9 The service cost components of net periodic pension and postretirement costs were recognized in Cost of sales and the other components were recognized in Other expense (income), net of the Condensed Consolidated Statements of Operations. Multiemployer Pension Plans - The Company contributes to several multiemployer pension plans on behalf of employees covered by collective bargaining agreements. These plans are administered jointly by management and union representatives and cover substantially all full-time and certain part-time union employees who are not covered by other plans. The risks of participating in multiemployer plans are different from single-employer plans in the following aspects: (1) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers, (2) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers, and (3) if the Company chooses to stop participating in a multiemployer plan, we could, under certain circumstances, be liable for unfunded vested benefits or other expenses of jointly administered union/management plans. In the second quarter of 2019, the Company executed a complete withdrawal from the Retail, Wholesale, and Department Store International Union and Industry Pension Fund. Absent agreement with the Fund on a withdrawal payment, the Company estimated a withdrawal liability of $4.1 million |
Other Operating Expense, Net
Other Operating Expense, Net | 9 Months Ended |
Sep. 30, 2019 | |
Other Income and Expenses [Abstract] | |
Other Operating Expense, Net | 16. OTHER OPERATING EXPENSE, NET The Company incurred other operating expense for the three and nine months ended September 30, 2019 and 2018 , which consisted of the following: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (In millions) (In millions) Restructuring (1) $ 23.7 $ 35.3 $ 84.4 $ 108.2 Loss on divestiture (2) — (14.3 ) — (14.3 ) Other (0.2 ) 0.4 (0.2 ) 0.7 Total other operating expense, net $ 23.5 $ 21.4 $ 84.2 $ 94.6 (1) Refer to Note 3 for more information. (2) On July 16, 2018, the Company completed the divestiture of its McCann's business. The McCann's business produced steel cut Irish oatmeal and was previously reported within the Meal Solutions segment. This divestiture did not meet the criteria to be presented as a discontinued operation. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. COMMITMENTS AND CONTINGENCIES Litigation, Investigations, and Audits - On November 16, 2016, a purported TreeHouse shareholder filed a class action captioned Tarara v. TreeHouse Foods, Inc., et al. , Case No. 1:16-cv-10632, in the United States District Court for the Northern District of Illinois against TreeHouse and certain of its officers. The complaint, amended on March 24, 2017, is purportedly brought on behalf of all purchasers of TreeHouse common stock from January 20, 2016 through and including November 2, 2016. It asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and seeks, among other things, damages and costs and expenses. On December 22, 2016, another purported TreeHouse shareholder filed an action captioned Wells v. Reed, et al. , Case No. 2016-CH-16359, in the Circuit Court of Cook County, Illinois, against TreeHouse and certain of its officers. This complaint, purportedly brought derivatively on behalf of TreeHouse, asserts state law claims against certain officers for breach of fiduciary duty, unjust enrichment, and corporate waste. On February 7, 2017, another purported TreeHouse shareholder filed an action captioned Lavin v. Reed, et al. , Case No. 17-cv-01014, in the Northern District of Illinois, against TreeHouse and certain of its officers. This complaint is also purportedly brought derivatively on behalf of TreeHouse, and it asserts state law claims against certain officers for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and corporate waste. On February 8, 2019, another purported TreeHouse shareholder filed an action captioned Bartelt v. Reed, et al. , Case No. 1:19-cv-00835, in the United States District Court for the Northern District of Illinois. This complaint is purportedly brought derivatively on behalf of TreeHouse and asserts state law claims against certain officers for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and corporate waste, in addition to asserting violations of Section 14 of the Securities Exchange Act of 1934. Finally, on June 3, 2019, another purported TreeHouse shareholder filed an action captioned City of Ann Arbor Employees’ Retirement System v. Reed, et al. , Case No. 2019-CH-06753, in the Circuit Court of Cook County, Illinois, against TreeHouse and certain of its officers. Like Wells , Lavin , and Bartelt , this complaint is purportedly brought derivatively on behalf of TreeHouse and asserts claims for contribution and indemnification, breach of fiduciary duty, and aiding and abetting breaches of fiduciary duty. All five complaints make substantially similar allegations (though the amended complaint in Tarara now contains additional detail). Essentially, the complaints allege that TreeHouse, under the authority and control of the individual defendants: (i) made certain false and misleading statements regarding the Company’s business, operations, and future prospects; and (ii) failed to disclose that (a) the Company’s private label business was underperforming; (b) the Company’s Flagstone business was underperforming; (c) the Company’s acquisition strategy was underperforming; (d) the Company had overstated its full-year 2016 guidance; and (e) TreeHouse’s statements lacked reasonable basis. The complaints allege that these actions artificially inflated the market price of TreeHouse common stock during the class period, thus purportedly harming investors. The Bartelt action also includes substantially similar allegations concerning events in 2017, and the Ann Arbor complaint also seeks contribution from the individual defendants for losses incurred by the company in these litigations. We believe that these claims are without merit and intend to defend against them vigorously. Since its initial docketing, the Tarara matter has been re-captioned as Public Employees’ Retirement Systems of Mississippi v. TreeHouse Foods, Inc., et al. , in accordance with the Court’s order appointing Public Employees’ Retirement Systems of Mississippi as the lead plaintiff. On May 26, 2017, the Public Employees’ defendants filed a motion to dismiss, which the court denied on February 12, 2018. On April 12, 2018, the Public Employees’ defendants filed their answer to the amended complaint. On April 23, 2018, the parties filed a joint status report with the Court, which set forth a proposed discovery and briefing schedule for the Court’s consideration. On July 13, 2018, lead plaintiff filed a motion to certify the class, and defendants filed their response in opposition to the motion to certify the class on October 8, 2018. On November 12, 2018, the parties filed an agreed motion to stay proceedings to allow them to explore mediation. The motion was granted on November 19. The parties thereafter engaged in mediation but failed to resolve the dispute. On March 29, 2019, the parties resumed litigation by filing an agreed motion for extension of time, which was granted on April 9. Under that schedule, lead plaintiff filed its reply class certification brief on May 17, 2019. No hearing on class certification has been set and the motion for class certification remains pending. Defendants’ document production is near completion, but the parties intend to file an agreed motion to extend all case deadlines 60 days. Assuming this motion is granted, it would move the deadline for document discovery motions to December 17, 2019; would push completion of fact depositions to March 10, 2020; and would require service of expert reports by April 28, 2020. Summary judgment briefing would occur November 2020 through January 2021. Due to the similarity of the complaints, the parties in Wells and Lavin entered stipulations deferring the litigation until the earlier of (i) the court in Public Employees’ entering an order resolving defendants’ anticipated motion to dismiss therein or (ii) plaintiffs’ counsel receiving notification of a settlement of Public Employees’ or until otherwise agreed to by the parties. On September 27, 2018, the parties in Wells and Lavin filed joint motions for entry of agreed orders further deferring the matters in light of the Public Employees’ Court’s denial of the motion to dismiss in February 2018. The Wells and Lavin Courts entered the agreed orders further deferring the matters on September 27, 2018 and October 10, 2018, respectively. On June 25, 2019, the parties jointly moved to consolidate the Bartelt matter with Lavin , so that it would be subject to the Lavin deferral order. This motion was granted on June 27, 2019, and Bartelt is now consolidated with Lavin and deferred. There is no set status date in Lavin at this time. Similarly, Ann Arbor was consolidated with Wells on August 13, 2019, and is now deferred. In Wells , the next status conference is set for March 6, 2020. The Company is also party to matters challenging its wage and hour practices. These matters include a number of class actions consolidated under the caption Negrete v. Ralcorp Holdings, Inc ., et al, pending in the U.S. District Court for the Central District of California, in which the plaintiffs allege a pattern of violations of California and/or federal law at several current and former Company manufacturing facilities across the State of California. While the Company cannot predict with certainty the results of this or any other legal proceeding, it does not expect this matter to have a material adverse effect on its financial condition, results of operations, or business. In 2011, the Company’s Sturm Foods, Inc. business was sued in an action captioned Suchanek et al v. Sturm Foods, Inc. and TreeHouse, Inc., and the suit was followed by several class action proceedings in eight states which were consolidated into one case pending in federal court in East St. Louis, Illinois. The suit’s primary allegation relates to certain purported label misrepresentations as to the nature of its Grove Square coffee products. Without admitting liability or fault, the Company is pursuing court approval of a settlement for all related parties and matters for an amount not to exceed $25.0 million . As a result of these developments, the Company has recognized a $25.0 million accrual as of September 30, 2019, which represents the best estimate of liability. The proposed settlement will likely be finalized by the court in 2019. In addition, the Company is party in the ordinary course of business to certain claims, litigation, audits, and investigations. The Company will record an accrual for a loss contingency when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has established adequate accruals for liabilities that are probable and reasonably estimable that may be incurred in connection with any such currently pending or threatened matter, none of which are significant. In the Company’s opinion, the settlement of any such currently pending or threatened matter is not expected to have a material impact on the Company’s financial position, results of operations, or cash flows. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 18. DERIVATIVE INSTRUMENTS The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by derivative instruments include interest rate risk, foreign currency risk, and commodity price risk. Derivative contracts are entered into for periods consistent with the related underlying exposure and do not constitute positions independent of those exposures. The Company does not enter into derivative instruments for trading or speculative purposes. Interest Rate Risk - The Company manages its exposure to changes in interest rates by optimizing the use of variable-rate and fixed-rate debt and by utilizing interest rate swaps to hedge our exposure to changes in interest rates, to reduce the volatility of our financing costs, and to achieve a desired proportion of fixed versus floating-rate debt, based on current and projected market conditions. As of September 30, 2019 , the Company had entered into $1.8 billion of long-term interest rate swap agreements to lock into a fixed LIBOR interest rate base. Under the terms of the agreements, $1.8 billion in variable-rate debt was swapped for a weighted average fixed interest rate base of approximately 1.54% through 2019; 2.68% from 2019 through 2020 ; and 2.91% from 2021 through 2025 . These instruments are not accounted for under hedge accounting and the changes in their fair value are recognized in the Condensed Consolidated Statements of Operations. Foreign Currency Risk - Due to the Company’s foreign operations, it is exposed to foreign currency risk. The Company enters into foreign currency contracts to manage the risk associated with foreign currency cash flows. 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 recognized in the Condensed Consolidated Statements of Operations. As of September 30, 2019 , the Company had $15.9 million of U.S. dollar foreign currency contracts outstanding, expiring throughout 2019 and 2020 . Commodity Risk - Certain commodities the Company uses in the production and distribution of our products are exposed to market price risk. The Company utilizes derivative contracts to manage this risk. The majority of commodity forward contracts are not derivatives, and those that are generally qualify for the normal purchases and normal sales scope exception under the guidance for derivative instruments and hedging activities and, therefore, are not subject to its provisions. For derivative commodity contracts that do not qualify for the normal purchases and normal sales scope exception, the Company records their fair value on the Condensed Consolidated Balance Sheets, with changes in value being recognized in the Condensed Consolidated Statements of Operations. The Company’s derivative commodity contracts may include contracts for diesel, oil, plastics, natural gas, electricity, resin, corn, and other commodity contracts that do not meet the requirements for the normal purchases and normal sales scope exception. Diesel contracts are used to manage the Company’s risk associated with the underlying cost of diesel fuel used to deliver products. Contracts for oil, plastics, and resin are used to manage the Company’s risk associated with the underlying commodity cost of a significant component used in packaging materials. Contracts for natural gas and electricity are used to manage the Company’s risk associated with the utility costs of its manufacturing facilities, and commodity contracts are used to manage the price risk associated with raw material costs. As of September 30, 2019 , the Company had outstanding contracts for the purchase of 0.1 million megawatts of electricity, expiring throughout 2019 and 2020 ; 3.9 million gallons of diesel, expiring throughout 2019 ; 2.8 million dekatherms of natural gas, expiring throughout 2019 and 2020 ; 0.6 million bushels of corn, expiring throughout 2019 ; and 6.2 million pounds of resin, expiring throughout 2019 . The following table identifies the fair value of each derivative instrument: Fair Value September 30, 2019 December 31, 2018 Asset Derivatives (In millions) Commodity contracts $ 0.1 $ 0.6 Foreign currency contracts 0.2 1.5 Interest rate swap agreements 2.5 10.1 $ 2.8 $ 12.2 Liability Derivatives Commodity contracts $ 2.5 $ 1.8 Foreign currency contracts — — Interest rate swap agreements 62.4 19.0 $ 64.9 $ 20.8 As of September 30, 2019 and December 31, 2018 , asset derivatives are included within Other assets, net and liability derivatives are included within Accrued expenses in the Condensed Consolidated Balance Sheets. The fair values of the commodity contracts, foreign currency contracts, and interest rate swap agreements are determined using Level 2 inputs. Level 2 inputs are inputs other than quoted market prices that are observable for an asset or liability, either directly or indirectly. The fair values of the commodity contracts, foreign currency contracts, and interest rate swap agreements are based on an analysis comparing the contract rates to the market rates at the balance sheet date. We recognized the following gains and losses on our derivative contracts in the Condensed Consolidated Statements of Operations: Location of (Loss) Gain Three Months Ended Nine Months Ended Recognized in Net Loss 2019 2018 2019 2018 (In millions) (In millions) Mark-to-market unrealized (loss) gain Commodity contracts Other expense (income), net $ (0.2 ) $ (0.5 ) $ (1.2 ) $ (0.3 ) Foreign currency contracts Other expense (income), net 0.5 (1.4 ) (1.4 ) 0.5 Interest rate swap agreements Other expense (income), net (12.7 ) 5.7 (51.0 ) 5.6 Total unrealized (loss) gain (12.4 ) 3.8 (53.6 ) 5.8 Realized gain Commodity contracts Manufacturing related to Cost of sales and transportation related to Selling and distribution (1.2 ) 1.2 0.1 4.1 Foreign currency contracts Cost of sales (0.1 ) 0.4 0.5 1.4 Interest rate swap agreements Interest expense 1.5 1.5 5.9 3.4 Total realized gain 0.2 3.1 6.5 8.9 Total (loss) gain $ (12.2 ) $ 6.9 $ (47.1 ) $ 14.7 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | 19. SEGMENT INFORMATION On January 1, 2019, the Company changed how it manages its business, allocates resources, and goes to market, which resulted in modifications to its organizational and segment structure. As a result, the Company consolidated its Condiments and Meals segments into one segment called Meal Solutions. Additionally, the Bars and Ready-to-eat cereal categories moved from the Company's Snacks and Meals segments, respectively, into the Baked Goods segment. All prior period information has been recast to reflect this change in reportable segments. During the third quarter of 2019, the Company completed the sale of its Snacks segment and began discontinued operations presentation for both its Snacks segment and RTE Cereal business. Values presented below are on a continuing operations basis, with prior period information recast to reflect the change. Refer to Note 7 for additional information regarding discontinued operations. 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. On a continuing operations basis, our segments are as follows: Baked Goods – Our Baked Goods segment sells candy; cookies; crackers; in-store bakery products; pita chips; pretzels; refrigerated dough; retail griddle waffles, pancakes, and French toast; and bars. Beverages – Our Beverages segment sells broths; liquid non-dairy creamer; non-dairy powdered creamers; powdered drinks; single serve hot beverages; specialty teas, and sweeteners. Meal Solutions – Our Meal Solutions 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; table and flavored syrups; baking and mix powders; powdered soups and gravies; macaroni and cheese; pasta; hot cereals; and skillet dinners. The Company evaluates the performance of its segments based on net sales dollars and direct operating income. Direct operating income is defined as gross profit less freight out, sales commissions, and direct selling, general, and administrative expenses. The amounts in the following tables are obtained from reports used by senior management and do not include income taxes. Other expenses not allocated include unallocated selling, general, and administrative expenses, unallocated costs of sales, and unallocated corporate expenses (amortization expense, other operating expense, and asset impairment). The accounting policies of the Company’s segments are the same as those described in the summary of significant accounting policies set forth in Note 1 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2018 . Financial information relating to the Company’s reportable segments on a continuing operations basis, revised to reflect the new segment structure, is as follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (In millions) (In millions) Net sales to external customers: Baked Goods $ 351.8 $ 377.1 $ 1,058.7 $ 1,126.2 Beverages 234.4 236.3 684.4 721.8 Meal Solutions 471.1 504.5 1,406.3 1,546.3 Total $ 1,057.3 $ 1,117.9 $ 3,149.4 $ 3,394.3 Direct operating income: Baked Goods $ 30.7 $ 32.1 $ 107.5 $ 89.9 Beverages 38.3 44.1 122.8 129.3 Meal Solutions 60.4 70.3 163.2 185.9 Total 129.4 146.5 393.5 405.1 Unallocated selling, general, and administrative expenses (52.5 ) (58.8 ) (199.1 ) (210.1 ) Unallocated cost of sales (1) (3.3 ) (7.5 ) (13.8 ) (9.8 ) Unallocated corporate expense and other (1) (129.2 ) (41.2 ) (228.6 ) (154.8 ) Operating (loss) income $ (55.6 ) $ 39.0 $ (48.0 ) $ 30.4 (1) Includes charges related to restructuring programs and other costs managed at corporate. Disaggregation of Revenue Segment revenue disaggregated by product category groups, revised to reflect the new segment structure, is as follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (In millions) (In millions) Retail bakery $ 142.4 $ 161.6 $ 441.4 $ 488.5 Baked products 209.4 215.5 617.3 637.7 Total Baked Goods 351.8 377.1 1,058.7 1,126.2 Beverages 170.1 166.8 482.4 503.5 Beverage enhancers 64.3 69.5 202.0 218.3 Total Beverages 234.4 236.3 684.4 721.8 Dressings and sauces 233.1 240.0 696.7 735.0 Pickles 69.9 77.1 206.8 233.4 Pasta and dry dinners 111.5 129.6 330.4 400.6 Cereals and other meals 56.6 57.8 172.4 177.3 Total Meal Solutions 471.1 504.5 1,406.3 1,546.3 Total net sales $ 1,057.3 $ 1,117.9 $ 3,149.4 $ 3,394.3 |
Guarantor and Non-Guarantor Fin
Guarantor and Non-Guarantor Financial Information | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Guarantor and Non-Guarantor Financial Information | 20. GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION The 2022 Notes and 2024 Notes are fully and unconditionally, as well as jointly and severally, guaranteed by our directly and indirectly owned domestic subsidiaries, which are collectively known as the “Guarantor Subsidiaries”. Bay Valley Foods, LLC, which is a 100% owned direct subsidiary, maintains 100% direct and indirect ownership of the following Guarantor Subsidiaries: Sturm Foods, Inc.; S.T. Specialty Foods, Inc.; Associated Brands, Inc.; Cains Foods, Inc.; Cains Foods L.P.; Cains GP, LLC; Protenergy Holdings, Inc.; Protenergy Natural Foods, Inc.; TreeHouse Private Brands, Inc. (formerly Ralcorp Holdings, Inc.); American Italian Pasta Company.; 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. As of August 1, 2019, Nutcracker Brands, Inc. and Flagstone Foods, Inc. are no longer Guarantor Subsidiaries due to the Snacks business divestiture. Prior periods presented in this Note have not been recast to adjust for the loss of guarantor status of Nutcracker Brands, Inc. and Flagstone Foods, Inc. in order to portray the operational history of the guarantors. The guarantees of the Guarantor Subsidiaries are subject to release in limited circumstances, only upon the occurrence of certain customary conditions. There are no significant restrictions on the ability of the parent company or any guarantor to obtain funds from its subsidiaries by dividend or loan. The following condensed supplemental consolidating financial information presents the results of operations, financial position, and cash flows of the parent company, its Guarantor Subsidiaries, its non-guarantor subsidiaries, and the eliminations necessary to arrive at the information for the Company on a consolidated basis as of September 30, 2019 and December 31, 2018 , and for the three and nine months ended September 30, 2019 and 2018 . The equity method has been used with respect to investments in subsidiaries. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. Condensed Supplemental Consolidating Balance Sheet September 30, 2019 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 15.9 $ — $ 29.2 $ — $ 45.1 Accounts receivable, net 1.2 262.2 41.8 — 305.2 Inventories — 602.3 100.5 — 702.8 Prepaid expenses and other current assets 111.4 56.7 22.9 (109.0 ) 82.0 Assets from discontinued operations — 133.9 — — 133.9 Total current assets 128.5 1,055.1 194.4 (109.0 ) 1,269.0 Property, plant, and equipment, net 41.4 894.4 144.4 — 1,080.2 Operating lease right-of-use assets 37.0 119.2 27.1 — 183.3 Goodwill — 1,993.2 118.1 — 2,111.3 Investment in subsidiaries 5,081.5 482.6 — (5,564.1 ) — Deferred income taxes 35.5 — — (35.5 ) — Intangible and other assets, net 91.6 467.1 58.7 — 617.4 Total assets $ 5,415.5 $ 5,011.6 $ 542.7 $ (5,708.6 ) $ 5,261.2 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 19.3 $ 457.4 $ 52.9 $ — $ 529.6 Accrued expenses 128.0 250.8 25.5 (109.0 ) 295.3 Current portion of long-term debt 11.2 0.5 — — 11.7 Liabilities from discontinued operations — 14.8 — — 14.8 Total current liabilities 158.5 723.5 78.4 (109.0 ) 851.4 Long-term debt 2,157.3 0.6 0.1 — 2,158.0 Operating lease liabilities 42.8 101.3 22.1 — 166.2 Deferred income taxes — 150.8 14.8 (35.5 ) 130.1 Other long-term liabilities 10.0 134.8 4.7 — 149.5 Intercompany accounts (receivable) payable, net 1,240.9 (1,180.9 ) (60.0 ) — — Stockholders’ equity 1,806.0 5,081.5 482.6 (5,564.1 ) 1,806.0 Total liabilities and stockholders’ equity $ 5,415.5 $ 5,011.6 $ 542.7 $ (5,708.6 ) $ 5,261.2 Condensed Supplemental Consolidating Balance Sheet December 31, 2018 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 77.9 $ — $ 86.4 $ — $ 164.3 Accounts receivable, net 1.0 314.1 36.2 — 351.3 Inventories — 522.6 93.0 — 615.6 Prepaid expenses and other current assets 80.9 59.6 16.8 (96.3 ) 61.0 Assets of discontinued operations — 485.8 — — 485.8 Total current assets 159.8 1,382.1 232.4 (96.3 ) 1,678.0 Property, plant, and equipment, net 42.8 955.7 143.8 — 1,142.3 Goodwill — 1,993.2 114.7 — 2,107.9 Investment in subsidiaries 5,170.5 559.3 — (5,729.8 ) — Deferred income taxes 34.2 — — (34.2 ) — Intangible and other assets, net 86.6 531.7 82.8 — 701.1 Total assets $ 5,493.9 $ 5,422.0 $ 573.7 $ (5,860.3 ) $ 5,629.3 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 23.9 $ 508.3 $ 45.7 $ — $ 577.9 Accrued expenses 71.8 258.0 19.0 (96.3 ) 252.5 Current portion of long-term debt 0.6 0.5 0.1 — 1.2 Liabilities of discontinued operations — 6.0 — — 6.0 Total current liabilities 96.3 772.8 64.8 (96.3 ) 837.6 Long-term debt 2,296.2 0.6 0.6 — 2,297.4 Deferred income taxes — 183.8 16.5 (34.2 ) 166.1 Other long-term liabilities 17.7 145.4 5.1 — 168.2 Intercompany accounts (receivable) payable, net 923.7 (851.1 ) (72.6 ) — — Stockholders’ equity 2,160.0 5,170.5 559.3 (5,729.8 ) 2,160.0 Total liabilities and stockholders’ equity $ 5,493.9 $ 5,422.0 $ 573.7 $ (5,860.3 ) $ 5,629.3 Condensed Supplemental Consolidating Statement of Operations Three Months Ended September 30, 2019 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 1,010.5 $ 137.8 $ (91.0 ) $ 1,057.3 Cost of sales — 835.9 126.1 (91.0 ) 871.0 Gross profit — 174.6 11.7 — 186.3 Selling, general, and administrative expense 29.6 76.0 7.1 — 112.7 Amortization expense 2.4 13.1 2.2 — 17.7 Asset impairment (0.1 ) 88.1 — — 88.0 Other operating expense, net 18.2 17.6 (12.3 ) — 23.5 Operating income (loss) (50.1 ) (20.2 ) 14.7 — (55.6 ) Interest expense 27.1 — 1.3 (1.1 ) 27.3 (Gain) loss on foreign currency exchange — 0.3 0.1 — 0.4 Other expense (income), net 12.7 1.9 (1.6 ) 1.1 14.1 (Loss) income before income taxes (89.9 ) (22.4 ) 14.9 — (97.4 ) Income tax (benefit) expense (22.6 ) (13.3 ) (0.5 ) — (36.4 ) Equity in net income (loss) of subsidiaries (103.9 ) 15.6 — 88.3 — Net (loss) income from continuing operations (171.2 ) 6.5 15.4 88.3 (61.0 ) Net loss from discontinued operations (6.6 ) (110.4 ) 0.2 — (116.8 ) Net (loss) income $ (177.8 ) $ (103.9 ) $ 15.6 $ 88.3 $ (177.8 ) Condensed Supplemental Consolidating Statement of Operations Three Months Ended September 30, 2018 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 1,146.2 $ 148.8 $ (177.1 ) $ 1,117.9 Cost of sales — 951.7 129.3 (177.1 ) 903.9 Gross profit — 194.5 19.5 — 214.0 Selling, general, and administrative expense 31.6 93.4 8.8 — 133.8 Amortization expense 3.0 14.5 2.3 — 19.8 Other operating expense, net 26.2 (5.3 ) 0.5 — 21.4 Operating income (loss) (60.8 ) 91.9 7.9 — 39.0 Interest expense 26.6 — 1.3 (1.8 ) 26.1 (Gain) loss on foreign currency exchange — (1.4 ) 2.0 — 0.6 Other expense (income), net (4.5 ) 0.4 (0.6 ) 1.8 (2.9 ) (Loss) income before income taxes (82.9 ) 92.9 5.2 — 15.2 Income tax (benefit) expense (16.9 ) 19.4 0.5 — 3.0 Equity in net income (loss) of subsidiaries 72.9 6.3 — (79.2 ) — Net (loss) income from continuing operations 6.9 79.8 4.7 (79.2 ) 12.2 Net loss from discontinued operations (4.3 ) (6.9 ) 1.6 — (9.6 ) Net (loss) income $ 2.6 $ 72.9 $ 6.3 $ (79.2 ) $ 2.6 Condensed Supplemental Consolidating Statement of Operations Nine Months Ended September 30, 2019 (In millions) Parent Guarantor Non-Guarantor Eliminations Consolidated Net sales $ — $ 3,028.2 $ 407.5 $ (286.3 ) $ 3,149.4 Cost of sales 0.1 2,479.9 384.0 (286.3 ) 2,577.7 Gross profit (0.1 ) 548.3 23.5 — 571.7 Selling, general, and administrative expense 124.3 243.5 23.3 — 391.1 Amortization expense 7.8 42.0 6.6 — 56.4 Asset impairment (0.1 ) 88.1 — — 88.0 Other operating expense, net 65.1 30.5 (11.4 ) — 84.2 Operating income (loss) (197.2 ) 144.2 5.0 — (48.0 ) Interest expense 79.9 — 3.1 (4.5 ) 78.5 Loss (gain) on foreign currency exchange — (1.3 ) — — (1.3 ) Other expense (income), net 47.8 2.0 (3.8 ) 4.5 50.5 (Loss) income before income taxes (324.9 ) 143.5 5.7 — (175.7 ) Income tax (benefit) expense (61.6 ) 13.2 (1.7 ) — (50.1 ) Equity in net income (loss) of subsidiaries (98.1 ) 10.8 — 87.3 — Net (loss) income from continuing operations (361.4 ) 141.1 7.4 87.3 (125.6 ) Net loss from discontinued operations (15.1 ) (239.2 ) 3.4 — (250.9 ) Net (loss) income $ (376.5 ) $ (98.1 ) $ 10.8 $ 87.3 $ (376.5 ) Condensed Supplemental Consolidating Statement of Operations Nine Months Ended September 30, 2018 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 3,471.2 $ 447.3 $ (524.2 ) $ 3,394.3 Cost of sales — 2,881.5 396.3 (524.2 ) 2,753.6 Gross profit — 589.7 51.0 — 640.7 Selling, general, and administrative expense 110.2 316.4 28.9 — 455.5 Amortization expense 8.7 44.6 6.9 — 60.2 Other operating expense, net 81.6 9.7 3.3 — 94.6 Operating income (loss) (200.5 ) 219.0 11.9 — 30.4 Interest expense 83.8 — 2.7 (4.0 ) 82.5 Loss (gain) on foreign currency exchange (0.4 ) 2.5 2.9 — 5.0 Other expense (income), net (3.6 ) 1.0 (3.8 ) 4.0 (2.4 ) (Loss) income before income taxes (280.3 ) 215.5 10.1 — (54.7 ) Income tax (benefit) expense (59.3 ) 45.1 1.3 — (12.9 ) Equity in net income (loss) of subsidiaries 178.2 15.1 — (193.3 ) — Net (loss) income from continuing operations (42.8 ) 185.5 8.8 (193.3 ) (41.8 ) Net loss from discontinued operations (7.7 ) (7.3 ) 6.3 — (8.7 ) Net (loss) income $ (50.5 ) $ 178.2 $ 15.1 $ (193.3 ) $ (50.5 ) Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Three Months Ended September 30, 2019 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net (loss) income $ (177.8 ) $ (103.9 ) $ 15.6 $ 88.3 $ (177.8 ) Other comprehensive (loss) income: Foreign currency translation adjustments — — (5.5 ) — (5.5 ) Pension and postretirement reclassification adjustment, net of tax — 0.1 — — 0.1 Other comprehensive (loss) income — 0.1 (5.5 ) — (5.4 ) Equity in other comprehensive (loss) income of subsidiaries (5.4 ) (5.5 ) — 10.9 — Comprehensive (loss) income $ (183.2 ) $ (109.3 ) $ 10.1 $ 99.2 $ (183.2 ) Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Three Months Ended September 30, 2018 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net (loss) income $ 2.6 $ 72.9 $ 6.3 $ (79.2 ) $ 2.6 Other comprehensive (loss) income: Foreign currency translation adjustments — — 6.5 — 6.5 Pension and postretirement reclassification adjustment, net of tax — 0.1 — — 0.1 Other comprehensive (loss) income — 0.1 6.5 — 6.6 Equity in other comprehensive income (loss) of subsidiaries 6.6 6.5 — (13.1 ) — Comprehensive (loss) income $ 9.2 $ 79.5 $ 12.8 $ (92.3 ) $ 9.2 Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Nine Months Ended September 30, 2019 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net (loss) income $ (376.5 ) $ (98.1 ) $ 10.8 $ 87.3 $ (376.5 ) Other comprehensive (loss) income: Foreign currency translation adjustments — — 8.5 — 8.5 Pension and postretirement reclassification adjustment, net of tax — 0.4 — — 0.4 Other comprehensive (loss) income — 0.4 8.5 — 8.9 Equity in other comprehensive (loss) income of subsidiaries 8.9 8.5 — (17.4 ) — Comprehensive (loss) income $ (367.6 ) $ (89.2 ) $ 19.3 $ 69.9 $ (367.6 ) Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Nine Months Ended September 30, 2018 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net (loss) income $ (50.5 ) $ 178.2 $ 15.1 $ (193.3 ) $ (50.5 ) Other comprehensive (loss) income: Foreign currency translation adjustments — — (13.0 ) — (13.0 ) Pension and postretirement reclassification adjustment, net of tax — 0.4 — — 0.4 Adoption of ASU 2018-02 reclassification to retained earnings — (1.1 ) — — (1.1 ) Other comprehensive (loss) income — (0.7 ) (13.0 ) — (13.7 ) Equity in other comprehensive income (loss) of subsidiaries (13.7 ) (13.0 ) — 26.7 — Comprehensive (loss) income $ (64.2 ) $ 164.5 $ 2.1 $ (166.6 ) $ (64.2 ) Condensed Supplemental Consolidating Statement of Cash Flows Nine Months Ended September 30, 2019 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities - continuing operations $ (339.9 ) $ (106.2 ) $ 364.6 $ 87.3 $ 5.8 Net cash provided by (used in) operating activities - discontinued operations (15.1 ) 51.6 3.4 — 39.9 Net cash provided by (used in) operating activities (355.0 ) (54.6 ) 368.0 87.3 45.7 Cash flows from investing activities: Additions to property, plant, and equipment — (75.3 ) (10.2 ) — (85.5 ) Additions to intangible assets (19.2 ) (0.1 ) — — (19.3 ) Intercompany transfer (127.6 ) 35.6 (637.4 ) 729.4 — Other (4.7 ) (30.8 ) 40.5 — 5.0 Net cash provided by (used in) investing activities - continuing operations (151.5 ) (70.6 ) (607.1 ) 729.4 (99.8 ) Net cash provided by (used in) investing activities - discontinued operations — 71.7 — — 71.7 Net cash provided by (used in) investing (151.5 ) 1.1 (607.1 ) 729.4 (28.1 ) Cash flows from financing activities: Net (repayment) borrowing of debt (133.7 ) (0.1 ) (2.7 ) — (136.5 ) Intercompany transfer 578.6 53.3 184.8 (816.7 ) — Receipts related to stock-based award activities 0.7 — — — 0.7 Payments related to stock-based award activities (5.5 ) — — — (5.5 ) Net cash provided by (used in) financing activities - continuing operations 440.1 53.2 182.1 (816.7 ) (141.3 ) Net cash provided by (used in) financing activities - discontinued operations — — — — — Net cash provided by (used in) financing activities 440.1 53.2 182.1 (816.7 ) (141.3 ) Effect of exchange rate changes on cash and cash equivalents 4.4 0.3 (0.2 ) — 4.5 Decrease in cash and cash equivalents (62.0 ) — (57.2 ) — (119.2 ) Cash and cash equivalents, beginning of period 77.9 — 86.4 — 164.3 Cash and cash equivalents, end of period $ 15.9 $ — $ 29.2 $ — $ 45.1 Condensed Supplemental Consolidating Statement of Cash Flows Nine Months Ended September 30, 2018 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities - continuing operations $ 97.0 $ 352.7 $ 45.2 $ (194.2 ) $ 300.7 Net cash provided by (used in) operating activities - discontinued operations (7.7 ) (28.8 ) 6.3 — (30.2 ) Net cash provided by (used in) operating activities 89.3 323.9 51.5 (194.2 ) 270.5 Cash flows from investing activities: Additions to property, plant, and equipment (2.2 ) (84.6 ) (15.3 ) — (102.1 ) Additions to intangible assets (15.8 ) (0.6 ) — — (16.4 ) Intercompany transfer (25.8 ) (162.2 ) (16.2 ) 204.2 — Other — 35.2 (1.1 ) — 34.1 Net cash provided by (used in) investing activities - continuing operations (43.8 ) (212.2 ) (32.6 ) 204.2 (84.4 ) Net cash provided by (used in) investing activities - discontinued operations — (14.3 ) — — (14.3 ) Net cash provided by (used in) investing (43.8 ) (226.5 ) (32.6 ) 204.2 (98.7 ) Cash flows from financing activities: Net borrowing (repayment) of debt (208.5 ) (1.5 ) — — (210.0 ) Intercompany transfer 120.8 (95.1 ) (15.7 ) (10.0 ) — Repurchases of common stock (42.2 ) — — — (42.2 ) Receipts related to stock-based award activities 4.7 — — — 4.7 Payments related to stock-based award activities (3.3 ) — — — (3.3 ) Net cash provided by (used in) financing activities - continuing operations (128.5 ) (96.6 ) (15.7 ) (10.0 ) (250.8 ) Net cash provided by (used in) financing activities - discontinued operations — — — — — Net cash provided by (used in) financing activities (128.5 ) (96.6 ) (15.7 ) (10.0 ) (250.8 ) Effect of exchange rate changes on cash and cash equivalents — (1.0 ) — — (1.0 ) Increase (decrease) in cash and cash equivalents (83.0 ) (0.2 ) 3.2 — (80.0 ) Cash and cash equivalents, beginning of period 83.2 0.2 49.4 — 132.8 Cash and cash equivalents, end of period $ 0.2 $ — $ 52.6 $ — $ 52.8 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Adopted In February 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-02, Leases , to increase transparency and comparability by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between legacy GAAP and this ASU is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under legacy GAAP. The standard requires that entities apply the effects of these changes using a modified retrospective approach, which includes a number of optional practical expedients. In July 2018, the FASB issued ASU No. 2018-11, Leases (842), Targeted Improvements, which provides an additional transition election to not restate comparative periods for the effects of applying the new standard. This transition election permits entities to apply ASU No. 2016-02 on the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings. These ASU's are effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company adopted these ASUs as of January 1, 2019 under the modified retrospective transition method prescribed by ASU 2018-11. Under this transition method, financial results reported in periods prior to the first quarter of 2019 are unchanged. On a continuing operations basis, the adoption of these ASUs resulted in the recognition of approximately $221.5 million of right-of-use assets and lease liabilities as of January 1, 2019. Also as a result of adoption, the Company reclassified $17.2 million of liabilities and $0.6 million of assets on its Condensed Consolidated Balance Sheet as of January 1, 2019 against the operating lease right-of-use asset. The adoption of these ASUs did not result in a cumulative-effect adjustment to the opening balance of retained earnings. In addition, the Company elected the package of practical expedients permitted by the transition guidance. The adoption of these ASU’s did not have an impact on the Company’s Condensed Consolidated Statements of Operations or Cash Flows. Refer to Note 4 for additional information regarding the Company's leases. Not yet adopted The Company does not anticipate a material impact upon adoption from any accounting standards issued but not yet adopted. |
Restructuring Programs (Tables)
Restructuring Programs (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Restructuring Cost and Reserve [Line Items] | |
Aggregate Expenses Incurred Associated with Facility Closure | Below is a summary of costs by line item for the Restructuring Programs: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (In millions) Cost of sales $ 0.6 $ 4.4 $ 3.8 $ 8.6 General and administrative — 1.0 1.7 3.3 Other operating expense, net 23.7 35.3 84.4 108.2 Total $ 24.3 $ 40.7 $ 89.9 $ 120.1 |
Activity of Restructuring Program Liabilities | The table below presents the activity of the liabilities associated with the Restructuring Programs as of September 30, 2019 : Severance Other Costs Total Liabilities (In millions) Balance as of December 31, 2018 $ 19.3 $ 2.6 $ 21.9 Expenses recognized 8.4 — 8.4 Cash payments (19.0 ) — (19.0 ) Reclassification due to adoption of ASU 2016-02 — (2.6 ) (2.6 ) Balance as of September 30, 2019 $ 8.7 $ — $ 8.7 |
TreeHouse 2020 | |
Restructuring Cost and Reserve [Line Items] | |
Aggregate Expenses Incurred Associated with Facility Closure | Below is a summary of the overall TreeHouse 2020 program costs by type: Three Months Ended Nine Months Ended Cumulative Costs To Date Total Expected Costs 2019 2018 2019 2018 (In millions) Asset-related $ (0.1 ) $ 4.4 $ 2.4 $ 3.9 $ 44.6 $ 46.3 Employee-related 3.1 9.1 10.5 24.8 55.8 65.8 Other costs 18.9 20.9 63.6 56.3 145.9 186.5 Total $ 21.9 $ 34.4 $ 76.5 $ 85.0 $ 246.3 $ 298.6 |
Schedule of Facility Closures | The table below shows key information regarding the Company's announced plant closures, a component of the broader TreeHouse 2020 program: Facility Location Date of Closure Announcement Closure Status Primary Products Produced Primary Segment Affected Total Costs to Close Total Cash Costs to Close (In millions) Brooklyn Park, Minnesota August 3, 2017 Completed in Q4 2017 Dry dinners Meal Solutions $ 16.1 $ 9.6 Plymouth, Indiana August 3, 2017 Completed in Q4 2017 Pickles Meal Solutions 9.3 3.8 Visalia, California February 15, 2018 Completed in Q1 2019 Pretzels Baked Goods 22.1 8.8 $ 47.5 $ 22.2 |
Structure to Win | |
Restructuring Cost and Reserve [Line Items] | |
Aggregate Expenses Incurred Associated with Facility Closure | Below is a summary of costs by type associated with the Structure to Win program: Three Months Ended Nine Months Ended Cumulative Costs To Date Total Expected Costs 2019 2018 2019 2018 (In millions) Asset-related $ 0.2 $ — $ 1.8 $ 2.2 $ 4.0 $ 4.0 Employee-related 1.1 3.4 3.7 12.3 24.9 25.9 Other costs 1.1 1.9 7.9 16.3 28.5 29.6 Total $ 2.4 $ 5.3 $ 13.4 $ 30.8 $ 57.4 $ 59.5 |
Restructuring and Margin Improvement Activities Categories | |
Restructuring Cost and Reserve [Line Items] | |
Aggregate Expenses Incurred Associated with Facility Closure | The costs by activity for the Restructuring Programs are outlined below: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (In millions) TreeHouse 2020 $ 21.9 $ 34.4 $ 76.5 $ 85.0 Structure to Win 2.4 5.3 13.4 30.8 Other restructuring and plant closing costs — 1.0 — 4.3 Total Restructuring Programs $ 24.3 $ 40.7 $ 89.9 $ 120.1 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: Balance Sheet Classification September 30, 2019 (In millions) Assets Operating Operating lease right-of-use assets $ 183.3 Finance Property, plant, and equipment, net 3.4 Total assets $ 186.7 Liabilities Current liabilities Operating Accrued expenses $ 32.9 Finance Current portion of long-term debt 1.2 Total current liabilities 34.1 Noncurrent liabilities Operating Operating lease liabilities 166.2 Finance Long-term debt 2.0 Total noncurrent liabilities 168.2 Total lease liabilities $ 202.3 |
Components of Lease Expense | The components of lease expense were as follows: Three Months Ended Nine Months Ended Statement of Operations Classification September 30, 2019 September 30, 2019 (In millions) Operating lease cost Cost of sales and General and administrative $ 8.2 $ 31.3 Finance lease cost: Amortization of right-of-use assets Cost of sales and General and administrative 0.5 1.2 Interest on lease liabilities Interest expense — 0.1 Total finance lease cost 0.5 1.3 Variable lease cost (1) Cost of sales and General and administrative 1.5 4.1 Net lease cost $ 10.2 $ 36.7 (1) Includes short-term leases, which are immaterial. |
Future Maturities of Operating Lease Liabilities | Future maturities of lease liabilities were as follows: Operating Leases (1) Finance Leases (In millions) Three months ended December 31, 2019 $ 10.1 $ 0.4 2020 38.4 1.2 2021 34.6 1.1 2022 28.2 0.6 2023 24.7 0.1 Thereafter 108.4 — Total lease payments 244.4 3.4 Less: Interest (45.3 ) (0.2 ) Present value of lease liabilities $ 199.1 $ 3.2 (1) Operating lease payments include $3.0 million related to options to extend lease terms that are reasonably certain of being exercised. |
Future Maturities of Finance Lease Liabilities | Future maturities of lease liabilities were as follows: Operating Leases (1) Finance Leases (In millions) Three months ended December 31, 2019 $ 10.1 $ 0.4 2020 38.4 1.2 2021 34.6 1.1 2022 28.2 0.6 2023 24.7 0.1 Thereafter 108.4 — Total lease payments 244.4 3.4 Less: Interest (45.3 ) (0.2 ) Present value of lease liabilities $ 199.1 $ 3.2 (1) Operating lease payments include $3.0 million related to options to extend lease terms that are reasonably certain of being exercised. |
Other Information Related to Leases | Other information related to leases were as follows: Nine Months Ended (In millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 30.2 Operating cash flows from finance leases 0.1 Financing cash flows from finance leases 1.5 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | September 30, 2019 December 31, 2018 (In millions) Raw materials and supplies $ 261.7 $ 234.2 Finished goods 441.1 381.4 Total inventories $ 702.8 $ 615.6 |
Schedule of Change in Accounting Principle | The impact of the change from LIFO to FIFO on the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss is summarized below: Three Months Ended March 31, 2019 Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 As Reported Adjustment As Adjusted As Reported Adjustment As Adjusted As Reported Adjustment As Adjusted (In millions, except per share data) Cost of sales $ 871.1 $ (0.5 ) $ 870.6 $ 900.2 $ 3.7 $ 903.9 $ 2,751.4 $ 2.2 $ 2,753.6 Operating (loss) income 15.0 0.5 15.5 42.7 (3.7 ) 39.0 32.6 (2.2 ) 30.4 Income tax (benefit) expense (7.0 ) 0.1 (6.9 ) 3.9 (0.9 ) 3.0 (12.3 ) (0.6 ) (12.9 ) Net (loss) income from continuing operations (14.9 ) 0.4 (14.5 ) 15.0 (2.8 ) 12.2 (40.2 ) (1.6 ) (41.8 ) Comprehensive (loss) income (20.4 ) 0.4 (20.0 ) 12.0 (2.8 ) 9.2 (62.6 ) (1.6 ) (64.2 ) Net (loss) earnings per common share from continuing operations - basic & diluted $ (0.27 ) $ 0.01 $ (0.26 ) $ 0.27 $ (0.05 ) $ 0.22 $ (0.72 ) $ (0.02 ) $ (0.74 ) The impact of the change on the Company's Condensed Consolidated Balance Sheets as of December 31, 2018 is as follows: December 31, 2018 As Reported Adjustment As Adjusted (In millions) Inventories $ 591.5 $ 24.1 $ 615.6 Deferred income taxes 160.1 6.0 166.1 Retained earnings 185.9 18.1 204.0 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | Results of discontinued operations were as follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (in millions) (in millions) Net sales $ 122.1 $ 276.7 $ 581.8 $ 938.5 Cost of sales 119.5 266.9 570.5 886.3 Selling, general, administrative and other operating expenses 15.2 21.6 51.1 59.5 Asset impairment 10.7 — 141.1 — Loss on sale of business 97.5 — 97.5 — Operating loss from discontinued operations (120.8 ) (11.8 ) (278.4 ) (7.3 ) Interest and other expense 2.5 6.9 6.1 10.2 Income tax benefit (6.5 ) (9.1 ) (33.6 ) (8.8 ) Net loss from discontinued operations $ (116.8 ) $ (9.6 ) $ (250.9 ) $ (8.7 ) Assets and liabilities of discontinued operations presented in the Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 include the following: September 30, 2019 December 31, 2018 (in millions) Inventories $ 44.8 $ 248.2 Prepaid expenses and other assets — 8.2 Property, plant, and equipment, net 63.8 132.1 Operating lease right-of-use assets 7.8 — Goodwill 53.5 53.5 Intangible assets, net 38.6 43.8 Valuation allowance (74.6 ) — Total assets of discontinued operations $ 133.9 $ 485.8 Accrued expenses and other liabilities $ 6.8 $ 6.0 Operating lease liabilities 8.0 — Total liabilities of discontinued operations $ 14.8 $ 6.0 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | September 30, 2019 December 31, 2018 (In millions) Land $ 58.6 $ 61.6 Buildings and improvements 412.8 421.8 Machinery and equipment 1,254.7 1,201.9 Construction in progress 52.9 99.2 Total 1,779.0 1,784.5 Less accumulated depreciation (698.8 ) (642.2 ) Property, plant, and equipment, net $ 1,080.2 $ 1,142.3 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill for the nine months ended September 30, 2019 are as follows: Baked Goods Beverages Meal Solutions Total (In millions) Balance at January 1, 2019, before accumulated impairment losses $ 588.7 $ 712.5 $ 851.2 $ 2,152.4 Accumulated impairment losses (33.0 ) — (11.5 ) (44.5 ) Balance at January 1, 2019 555.7 712.5 839.7 2,107.9 Foreign currency exchange adjustments — 1.4 2.0 3.4 Balance at September 30, 2019 $ 555.7 $ 713.9 $ 841.7 $ 2,111.3 |
Gross Carrying Amounts and Accumulated Amortization of Intangible Assets, with Finite Lives | The gross carrying amounts and accumulated amortization of intangible assets with finite lives as of September 30, 2019 and December 31, 2018 are as follows: September 30, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In millions) Intangible assets with finite lives: Customer-related $ 790.3 $ (345.8 ) $ 444.5 $ 861.6 $ (334.0 ) $ 527.6 Contractual agreements 0.5 (0.5 ) — 0.5 (0.5 ) — Trademarks 52.9 (26.0 ) 26.9 52.8 (22.5 ) 30.3 Formulas/recipes 22.7 (18.8 ) 3.9 23.4 (17.0 ) 6.4 Computer software 174.6 (94.8 ) 79.8 154.4 (83.7 ) 70.7 Total finite lived intangibles $ 1,041.0 $ (485.9 ) $ 555.1 $ 1,092.7 $ (457.7 ) $ 635.0 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | September 30, 2019 December 31, 2018 (In millions) Term Loan A $ 458.4 $ 488.8 Term Loan A-1 746.6 851.2 2022 Notes 375.9 375.9 2024 Notes 602.9 602.9 Finance leases 3.2 2.5 Total outstanding debt 2,187.0 2,321.3 Deferred financing costs (17.3 ) (22.7 ) Less current portion (11.7 ) (1.2 ) Total long-term debt $ 2,158.0 $ 2,297.4 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Summary of Effect of Share-Based Compensation Awards on Weighted Average Number of Shares Outstanding Used in Calculating Diluted Earnings Per Share | The following table summarizes the effect of the share-based compensation awards on the weighted average number of shares outstanding used in calculating diluted loss per share: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions, except per share data) Weighted average common shares outstanding 56.3 56.3 56.2 56.4 Assumed exercise/vesting of equity awards (1) — 0.4 — — Weighted average diluted common shares outstanding 56.3 56.7 56.2 56.4 (1) For the three and nine months ended September 30, 2019 and the nine months ended September 30, 2018 , the weighted average common shares outstanding is the same for the computations of both basic and diluted shares outstanding because including incremental shares would have been anti-dilutive. Incremental shares excluded from the Company's computation of diluted earnings per share were 1.7 million and 1.6 million for the three and nine months ended September 30, 2019 , respectively, and 1.8 million for both the three and nine months ended September 30, 2018 . |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Total Compensation Expense | Total compensation expense related to stock-based payments and the related income tax benefit recognized in Net (loss) income from continuing operations was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) (In millions) Compensation expense related to stock-based payments $ 5.5 $ 4.6 $ 17.5 $ 27.0 Related income tax benefit 1.2 1.2 4.4 6.8 |
Summary of Stock Option Activity | The following table summarizes stock option activity during the nine months ended September 30, 2019 . Stock options generally vest in approximately three equal installments on each of the first three anniversaries of the grant date and expire ten years from the grant date. Employee Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (yrs) Aggregate Intrinsic Value (In thousands) (In millions) Outstanding, at December 31, 2018 1,720 $ 75.24 4.8 $ 1.1 Forfeited (38 ) 86.41 Exercised (13 ) 51.54 Expired (114 ) 80.77 Outstanding, at September 30, 2019 1,555 74.74 4.1 1.7 Vested/expected to vest, at September 30, 2019 1,543 74.67 4.1 1.7 Exercisable, at September 30, 2019 1,489 74.39 3.9 1.7 |
Highlight of Stock Options Activity | Three Months Ended Nine Months Ended 2019 2018 2019 2018 (In millions) (In millions) Intrinsic value of stock options exercised $ 0.1 $ — $ 0.1 $ 3.8 Tax benefit recognized from stock option exercises — 0.1 — 0.7 |
Summary of Restricted Stock Unit Activity | The following table summarizes the restricted stock unit activity during the nine months ended September 30, 2019 : Employee Restricted Stock Units Weighted Average Grant Date Fair Value Director Restricted Stock Units Weighted Average Grant Date Fair Value (In thousands) (In thousands) Outstanding, at December 31, 2018 685 $ 52.20 129 $ 53.75 Granted 360 63.36 24 66.79 Vested (271 ) 59.69 (37 ) 39.01 Forfeited (120 ) 54.66 — — Outstanding, at September 30, 2019 654 54.80 116 58.30 |
Highlight of Restricted Stock Unit Activity | Three Months Ended Nine Months Ended 2019 2018 2019 2018 (In millions) (In millions) Fair value of vested restricted stock units $ 0.4 $ 0.8 $ 19.1 $ 10.7 Tax benefit recognized from vested restricted stock units 0.1 0.2 3.5 2.3 |
Summary of Performance Unit Activity | The following table summarizes the performance unit activity during the nine months ended September 30, 2019 : Performance Units Weighted Average Grant Date Fair Value (In thousands) Unvested, at December 31, 2018 176 $ 71.49 Granted 390 61.88 Vested (17 ) 98.28 Forfeited (51 ) 87.13 Unvested, at September 30, 2019 498 61.45 |
Highlight of Performance Unit Activity | Three Months Ended Nine Months Ended 2019 2018 2019 2018 (In millions) (In millions) Fair value of vested performance units $ — $ — $ 0.9 $ 1.0 Tax benefit recognized from performance units vested — — 0.2 0.1 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Loss Net of Tax | Accumulated other comprehensive loss consists of the following components, all of which are net of tax: Foreign Currency Translation (1) Unrecognized Pension and Postretirement Benefits (1) Accumulated Other Comprehensive Loss (In millions) Balance at December 31, 2017 $ (57.2 ) $ (4.3 ) $ (61.5 ) Other comprehensive loss (13.0 ) — (13.0 ) Reclassifications from accumulated other comprehensive loss (2) — 0.4 0.4 Reclassifications from accumulated other comprehensive loss - Adoption of ASU 2018-02 — (1.1 ) (1.1 ) Other comprehensive loss (13.0 ) (0.7 ) (13.7 ) Balance at September 30, 2018 $ (70.2 ) $ (5.0 ) $ (75.2 ) Balance at December 31, 2018 $ (91.7 ) $ (5.4 ) $ (97.1 ) Other comprehensive income 8.5 — 8.5 Reclassifications from accumulated other comprehensive income (2) — 0.4 0.4 Other comprehensive income 8.5 0.4 8.9 Balance at September 30, 2019 $ (83.2 ) $ (5.0 ) $ (88.2 ) (1) The tax impact of the foreign currency translation adjustment and the unrecognized pension and postretirement benefits reclassification was insignificant for the three and nine months ended September 30, 2019 and 2018 . (2) Refer to Note 15 |
Employee Retirement and Postr_2
Employee Retirement and Postretirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Retirement Benefits [Abstract] | |
Summary of Net Periodic Cost (Benefit) of Pension and Postretirement Benefit Plans | Components of net periodic pension cost (benefit) are as follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (In millions) (In millions) Service cost $ 0.4 $ 0.6 $ 1.3 $ 1.8 Interest cost 3.2 3.0 9.7 8.9 Expected return on plan assets (3.6 ) (4.1 ) (10.8 ) (12.2 ) Amortization of unrecognized prior service cost — 0.1 0.1 0.2 Amortization of unrecognized net loss 0.1 0.1 0.3 0.4 Net periodic pension cost (benefit) $ 0.1 $ (0.3 ) $ 0.6 $ (0.9 ) Components of net periodic postretirement cost are as follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (In millions) (In millions) Interest cost $ 0.3 $ 0.3 $ 0.9 $ 0.9 Net periodic postretirement cost $ 0.3 $ 0.3 $ 0.9 $ 0.9 |
Other Operating Expense, Net (T
Other Operating Expense, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Other Income and Expenses [Abstract] | |
Other Operating Expense, Net | The Company incurred other operating expense for the three and nine months ended September 30, 2019 and 2018 , which consisted of the following: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (In millions) (In millions) Restructuring (1) $ 23.7 $ 35.3 $ 84.4 $ 108.2 Loss on divestiture (2) — (14.3 ) — (14.3 ) Other (0.2 ) 0.4 (0.2 ) 0.7 Total other operating expense, net $ 23.5 $ 21.4 $ 84.2 $ 94.6 (1) Refer to Note 3 for more information. (2) On July 16, 2018, the Company completed the divestiture of its McCann's business. The McCann's business produced steel cut Irish oatmeal and was previously reported within the Meal Solutions segment. This divestiture did not meet the criteria to be presented as a discontinued operation. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative, Fair Value, and Location on Condensed Consolidated Balance Sheet | The following table identifies the fair value of each derivative instrument: Fair Value September 30, 2019 December 31, 2018 Asset Derivatives (In millions) Commodity contracts $ 0.1 $ 0.6 Foreign currency contracts 0.2 1.5 Interest rate swap agreements 2.5 10.1 $ 2.8 $ 12.2 Liability Derivatives Commodity contracts $ 2.5 $ 1.8 Foreign currency contracts — — Interest rate swap agreements 62.4 19.0 $ 64.9 $ 20.8 |
Gains and Losses on Derivative Contracts | We recognized the following gains and losses on our derivative contracts in the Condensed Consolidated Statements of Operations: Location of (Loss) Gain Three Months Ended Nine Months Ended Recognized in Net Loss 2019 2018 2019 2018 (In millions) (In millions) Mark-to-market unrealized (loss) gain Commodity contracts Other expense (income), net $ (0.2 ) $ (0.5 ) $ (1.2 ) $ (0.3 ) Foreign currency contracts Other expense (income), net 0.5 (1.4 ) (1.4 ) 0.5 Interest rate swap agreements Other expense (income), net (12.7 ) 5.7 (51.0 ) 5.6 Total unrealized (loss) gain (12.4 ) 3.8 (53.6 ) 5.8 Realized gain Commodity contracts Manufacturing related to Cost of sales and transportation related to Selling and distribution (1.2 ) 1.2 0.1 4.1 Foreign currency contracts Cost of sales (0.1 ) 0.4 0.5 1.4 Interest rate swap agreements Interest expense 1.5 1.5 5.9 3.4 Total realized gain 0.2 3.1 6.5 8.9 Total (loss) gain $ (12.2 ) $ 6.9 $ (47.1 ) $ 14.7 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Financial Information Relating to Reportable Segments | Financial information relating to the Company’s reportable segments on a continuing operations basis, revised to reflect the new segment structure, is as follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (In millions) (In millions) Net sales to external customers: Baked Goods $ 351.8 $ 377.1 $ 1,058.7 $ 1,126.2 Beverages 234.4 236.3 684.4 721.8 Meal Solutions 471.1 504.5 1,406.3 1,546.3 Total $ 1,057.3 $ 1,117.9 $ 3,149.4 $ 3,394.3 Direct operating income: Baked Goods $ 30.7 $ 32.1 $ 107.5 $ 89.9 Beverages 38.3 44.1 122.8 129.3 Meal Solutions 60.4 70.3 163.2 185.9 Total 129.4 146.5 393.5 405.1 Unallocated selling, general, and administrative expenses (52.5 ) (58.8 ) (199.1 ) (210.1 ) Unallocated cost of sales (1) (3.3 ) (7.5 ) (13.8 ) (9.8 ) Unallocated corporate expense and other (1) (129.2 ) (41.2 ) (228.6 ) (154.8 ) Operating (loss) income $ (55.6 ) $ 39.0 $ (48.0 ) $ 30.4 (1) Includes charges related to restructuring programs and other costs managed at corporate. |
Schedule of Segment Revenue Disaggregated by Product Category | Segment revenue disaggregated by product category groups, revised to reflect the new segment structure, is as follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (In millions) (In millions) Retail bakery $ 142.4 $ 161.6 $ 441.4 $ 488.5 Baked products 209.4 215.5 617.3 637.7 Total Baked Goods 351.8 377.1 1,058.7 1,126.2 Beverages 170.1 166.8 482.4 503.5 Beverage enhancers 64.3 69.5 202.0 218.3 Total Beverages 234.4 236.3 684.4 721.8 Dressings and sauces 233.1 240.0 696.7 735.0 Pickles 69.9 77.1 206.8 233.4 Pasta and dry dinners 111.5 129.6 330.4 400.6 Cereals and other meals 56.6 57.8 172.4 177.3 Total Meal Solutions 471.1 504.5 1,406.3 1,546.3 Total net sales $ 1,057.3 $ 1,117.9 $ 3,149.4 $ 3,394.3 |
Guarantor and Non-Guarantor F_2
Guarantor and Non-Guarantor Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Supplemental Consolidating Balance Sheet | Condensed Supplemental Consolidating Balance Sheet September 30, 2019 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 15.9 $ — $ 29.2 $ — $ 45.1 Accounts receivable, net 1.2 262.2 41.8 — 305.2 Inventories — 602.3 100.5 — 702.8 Prepaid expenses and other current assets 111.4 56.7 22.9 (109.0 ) 82.0 Assets from discontinued operations — 133.9 — — 133.9 Total current assets 128.5 1,055.1 194.4 (109.0 ) 1,269.0 Property, plant, and equipment, net 41.4 894.4 144.4 — 1,080.2 Operating lease right-of-use assets 37.0 119.2 27.1 — 183.3 Goodwill — 1,993.2 118.1 — 2,111.3 Investment in subsidiaries 5,081.5 482.6 — (5,564.1 ) — Deferred income taxes 35.5 — — (35.5 ) — Intangible and other assets, net 91.6 467.1 58.7 — 617.4 Total assets $ 5,415.5 $ 5,011.6 $ 542.7 $ (5,708.6 ) $ 5,261.2 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 19.3 $ 457.4 $ 52.9 $ — $ 529.6 Accrued expenses 128.0 250.8 25.5 (109.0 ) 295.3 Current portion of long-term debt 11.2 0.5 — — 11.7 Liabilities from discontinued operations — 14.8 — — 14.8 Total current liabilities 158.5 723.5 78.4 (109.0 ) 851.4 Long-term debt 2,157.3 0.6 0.1 — 2,158.0 Operating lease liabilities 42.8 101.3 22.1 — 166.2 Deferred income taxes — 150.8 14.8 (35.5 ) 130.1 Other long-term liabilities 10.0 134.8 4.7 — 149.5 Intercompany accounts (receivable) payable, net 1,240.9 (1,180.9 ) (60.0 ) — — Stockholders’ equity 1,806.0 5,081.5 482.6 (5,564.1 ) 1,806.0 Total liabilities and stockholders’ equity $ 5,415.5 $ 5,011.6 $ 542.7 $ (5,708.6 ) $ 5,261.2 Condensed Supplemental Consolidating Balance Sheet December 31, 2018 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 77.9 $ — $ 86.4 $ — $ 164.3 Accounts receivable, net 1.0 314.1 36.2 — 351.3 Inventories — 522.6 93.0 — 615.6 Prepaid expenses and other current assets 80.9 59.6 16.8 (96.3 ) 61.0 Assets of discontinued operations — 485.8 — — 485.8 Total current assets 159.8 1,382.1 232.4 (96.3 ) 1,678.0 Property, plant, and equipment, net 42.8 955.7 143.8 — 1,142.3 Goodwill — 1,993.2 114.7 — 2,107.9 Investment in subsidiaries 5,170.5 559.3 — (5,729.8 ) — Deferred income taxes 34.2 — — (34.2 ) — Intangible and other assets, net 86.6 531.7 82.8 — 701.1 Total assets $ 5,493.9 $ 5,422.0 $ 573.7 $ (5,860.3 ) $ 5,629.3 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 23.9 $ 508.3 $ 45.7 $ — $ 577.9 Accrued expenses 71.8 258.0 19.0 (96.3 ) 252.5 Current portion of long-term debt 0.6 0.5 0.1 — 1.2 Liabilities of discontinued operations — 6.0 — — 6.0 Total current liabilities 96.3 772.8 64.8 (96.3 ) 837.6 Long-term debt 2,296.2 0.6 0.6 — 2,297.4 Deferred income taxes — 183.8 16.5 (34.2 ) 166.1 Other long-term liabilities 17.7 145.4 5.1 — 168.2 Intercompany accounts (receivable) payable, net 923.7 (851.1 ) (72.6 ) — — Stockholders’ equity 2,160.0 5,170.5 559.3 (5,729.8 ) 2,160.0 Total liabilities and stockholders’ equity $ 5,493.9 $ 5,422.0 $ 573.7 $ (5,860.3 ) $ 5,629.3 |
Condensed Supplemental Consolidating Statement of Operations | Condensed Supplemental Consolidating Statement of Operations Three Months Ended September 30, 2019 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 1,010.5 $ 137.8 $ (91.0 ) $ 1,057.3 Cost of sales — 835.9 126.1 (91.0 ) 871.0 Gross profit — 174.6 11.7 — 186.3 Selling, general, and administrative expense 29.6 76.0 7.1 — 112.7 Amortization expense 2.4 13.1 2.2 — 17.7 Asset impairment (0.1 ) 88.1 — — 88.0 Other operating expense, net 18.2 17.6 (12.3 ) — 23.5 Operating income (loss) (50.1 ) (20.2 ) 14.7 — (55.6 ) Interest expense 27.1 — 1.3 (1.1 ) 27.3 (Gain) loss on foreign currency exchange — 0.3 0.1 — 0.4 Other expense (income), net 12.7 1.9 (1.6 ) 1.1 14.1 (Loss) income before income taxes (89.9 ) (22.4 ) 14.9 — (97.4 ) Income tax (benefit) expense (22.6 ) (13.3 ) (0.5 ) — (36.4 ) Equity in net income (loss) of subsidiaries (103.9 ) 15.6 — 88.3 — Net (loss) income from continuing operations (171.2 ) 6.5 15.4 88.3 (61.0 ) Net loss from discontinued operations (6.6 ) (110.4 ) 0.2 — (116.8 ) Net (loss) income $ (177.8 ) $ (103.9 ) $ 15.6 $ 88.3 $ (177.8 ) Condensed Supplemental Consolidating Statement of Operations Three Months Ended September 30, 2018 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 1,146.2 $ 148.8 $ (177.1 ) $ 1,117.9 Cost of sales — 951.7 129.3 (177.1 ) 903.9 Gross profit — 194.5 19.5 — 214.0 Selling, general, and administrative expense 31.6 93.4 8.8 — 133.8 Amortization expense 3.0 14.5 2.3 — 19.8 Other operating expense, net 26.2 (5.3 ) 0.5 — 21.4 Operating income (loss) (60.8 ) 91.9 7.9 — 39.0 Interest expense 26.6 — 1.3 (1.8 ) 26.1 (Gain) loss on foreign currency exchange — (1.4 ) 2.0 — 0.6 Other expense (income), net (4.5 ) 0.4 (0.6 ) 1.8 (2.9 ) (Loss) income before income taxes (82.9 ) 92.9 5.2 — 15.2 Income tax (benefit) expense (16.9 ) 19.4 0.5 — 3.0 Equity in net income (loss) of subsidiaries 72.9 6.3 — (79.2 ) — Net (loss) income from continuing operations 6.9 79.8 4.7 (79.2 ) 12.2 Net loss from discontinued operations (4.3 ) (6.9 ) 1.6 — (9.6 ) Net (loss) income $ 2.6 $ 72.9 $ 6.3 $ (79.2 ) $ 2.6 Condensed Supplemental Consolidating Statement of Operations Nine Months Ended September 30, 2019 (In millions) Parent Guarantor Non-Guarantor Eliminations Consolidated Net sales $ — $ 3,028.2 $ 407.5 $ (286.3 ) $ 3,149.4 Cost of sales 0.1 2,479.9 384.0 (286.3 ) 2,577.7 Gross profit (0.1 ) 548.3 23.5 — 571.7 Selling, general, and administrative expense 124.3 243.5 23.3 — 391.1 Amortization expense 7.8 42.0 6.6 — 56.4 Asset impairment (0.1 ) 88.1 — — 88.0 Other operating expense, net 65.1 30.5 (11.4 ) — 84.2 Operating income (loss) (197.2 ) 144.2 5.0 — (48.0 ) Interest expense 79.9 — 3.1 (4.5 ) 78.5 Loss (gain) on foreign currency exchange — (1.3 ) — — (1.3 ) Other expense (income), net 47.8 2.0 (3.8 ) 4.5 50.5 (Loss) income before income taxes (324.9 ) 143.5 5.7 — (175.7 ) Income tax (benefit) expense (61.6 ) 13.2 (1.7 ) — (50.1 ) Equity in net income (loss) of subsidiaries (98.1 ) 10.8 — 87.3 — Net (loss) income from continuing operations (361.4 ) 141.1 7.4 87.3 (125.6 ) Net loss from discontinued operations (15.1 ) (239.2 ) 3.4 — (250.9 ) Net (loss) income $ (376.5 ) $ (98.1 ) $ 10.8 $ 87.3 $ (376.5 ) Condensed Supplemental Consolidating Statement of Operations Nine Months Ended September 30, 2018 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 3,471.2 $ 447.3 $ (524.2 ) $ 3,394.3 Cost of sales — 2,881.5 396.3 (524.2 ) 2,753.6 Gross profit — 589.7 51.0 — 640.7 Selling, general, and administrative expense 110.2 316.4 28.9 — 455.5 Amortization expense 8.7 44.6 6.9 — 60.2 Other operating expense, net 81.6 9.7 3.3 — 94.6 Operating income (loss) (200.5 ) 219.0 11.9 — 30.4 Interest expense 83.8 — 2.7 (4.0 ) 82.5 Loss (gain) on foreign currency exchange (0.4 ) 2.5 2.9 — 5.0 Other expense (income), net (3.6 ) 1.0 (3.8 ) 4.0 (2.4 ) (Loss) income before income taxes (280.3 ) 215.5 10.1 — (54.7 ) Income tax (benefit) expense (59.3 ) 45.1 1.3 — (12.9 ) Equity in net income (loss) of subsidiaries 178.2 15.1 — (193.3 ) — Net (loss) income from continuing operations (42.8 ) 185.5 8.8 (193.3 ) (41.8 ) Net loss from discontinued operations (7.7 ) (7.3 ) 6.3 — (8.7 ) Net (loss) income $ (50.5 ) $ 178.2 $ 15.1 $ (193.3 ) $ (50.5 ) |
Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) | Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Three Months Ended September 30, 2019 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net (loss) income $ (177.8 ) $ (103.9 ) $ 15.6 $ 88.3 $ (177.8 ) Other comprehensive (loss) income: Foreign currency translation adjustments — — (5.5 ) — (5.5 ) Pension and postretirement reclassification adjustment, net of tax — 0.1 — — 0.1 Other comprehensive (loss) income — 0.1 (5.5 ) — (5.4 ) Equity in other comprehensive (loss) income of subsidiaries (5.4 ) (5.5 ) — 10.9 — Comprehensive (loss) income $ (183.2 ) $ (109.3 ) $ 10.1 $ 99.2 $ (183.2 ) Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Three Months Ended September 30, 2018 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net (loss) income $ 2.6 $ 72.9 $ 6.3 $ (79.2 ) $ 2.6 Other comprehensive (loss) income: Foreign currency translation adjustments — — 6.5 — 6.5 Pension and postretirement reclassification adjustment, net of tax — 0.1 — — 0.1 Other comprehensive (loss) income — 0.1 6.5 — 6.6 Equity in other comprehensive income (loss) of subsidiaries 6.6 6.5 — (13.1 ) — Comprehensive (loss) income $ 9.2 $ 79.5 $ 12.8 $ (92.3 ) $ 9.2 Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Nine Months Ended September 30, 2019 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net (loss) income $ (376.5 ) $ (98.1 ) $ 10.8 $ 87.3 $ (376.5 ) Other comprehensive (loss) income: Foreign currency translation adjustments — — 8.5 — 8.5 Pension and postretirement reclassification adjustment, net of tax — 0.4 — — 0.4 Other comprehensive (loss) income — 0.4 8.5 — 8.9 Equity in other comprehensive (loss) income of subsidiaries 8.9 8.5 — (17.4 ) — Comprehensive (loss) income $ (367.6 ) $ (89.2 ) $ 19.3 $ 69.9 $ (367.6 ) Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Nine Months Ended September 30, 2018 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net (loss) income $ (50.5 ) $ 178.2 $ 15.1 $ (193.3 ) $ (50.5 ) Other comprehensive (loss) income: Foreign currency translation adjustments — — (13.0 ) — (13.0 ) Pension and postretirement reclassification adjustment, net of tax — 0.4 — — 0.4 Adoption of ASU 2018-02 reclassification to retained earnings — (1.1 ) — — (1.1 ) Other comprehensive (loss) income — (0.7 ) (13.0 ) — (13.7 ) Equity in other comprehensive income (loss) of subsidiaries (13.7 ) (13.0 ) — 26.7 — Comprehensive (loss) income $ (64.2 ) $ 164.5 $ 2.1 $ (166.6 ) $ (64.2 ) |
Condensed Supplemental Consolidating Statement of Cash Flows | Condensed Supplemental Consolidating Statement of Cash Flows Nine Months Ended September 30, 2019 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities - continuing operations $ (339.9 ) $ (106.2 ) $ 364.6 $ 87.3 $ 5.8 Net cash provided by (used in) operating activities - discontinued operations (15.1 ) 51.6 3.4 — 39.9 Net cash provided by (used in) operating activities (355.0 ) (54.6 ) 368.0 87.3 45.7 Cash flows from investing activities: Additions to property, plant, and equipment — (75.3 ) (10.2 ) — (85.5 ) Additions to intangible assets (19.2 ) (0.1 ) — — (19.3 ) Intercompany transfer (127.6 ) 35.6 (637.4 ) 729.4 — Other (4.7 ) (30.8 ) 40.5 — 5.0 Net cash provided by (used in) investing activities - continuing operations (151.5 ) (70.6 ) (607.1 ) 729.4 (99.8 ) Net cash provided by (used in) investing activities - discontinued operations — 71.7 — — 71.7 Net cash provided by (used in) investing (151.5 ) 1.1 (607.1 ) 729.4 (28.1 ) Cash flows from financing activities: Net (repayment) borrowing of debt (133.7 ) (0.1 ) (2.7 ) — (136.5 ) Intercompany transfer 578.6 53.3 184.8 (816.7 ) — Receipts related to stock-based award activities 0.7 — — — 0.7 Payments related to stock-based award activities (5.5 ) — — — (5.5 ) Net cash provided by (used in) financing activities - continuing operations 440.1 53.2 182.1 (816.7 ) (141.3 ) Net cash provided by (used in) financing activities - discontinued operations — — — — — Net cash provided by (used in) financing activities 440.1 53.2 182.1 (816.7 ) (141.3 ) Effect of exchange rate changes on cash and cash equivalents 4.4 0.3 (0.2 ) — 4.5 Decrease in cash and cash equivalents (62.0 ) — (57.2 ) — (119.2 ) Cash and cash equivalents, beginning of period 77.9 — 86.4 — 164.3 Cash and cash equivalents, end of period $ 15.9 $ — $ 29.2 $ — $ 45.1 Condensed Supplemental Consolidating Statement of Cash Flows Nine Months Ended September 30, 2018 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities - continuing operations $ 97.0 $ 352.7 $ 45.2 $ (194.2 ) $ 300.7 Net cash provided by (used in) operating activities - discontinued operations (7.7 ) (28.8 ) 6.3 — (30.2 ) Net cash provided by (used in) operating activities 89.3 323.9 51.5 (194.2 ) 270.5 Cash flows from investing activities: Additions to property, plant, and equipment (2.2 ) (84.6 ) (15.3 ) — (102.1 ) Additions to intangible assets (15.8 ) (0.6 ) — — (16.4 ) Intercompany transfer (25.8 ) (162.2 ) (16.2 ) 204.2 — Other — 35.2 (1.1 ) — 34.1 Net cash provided by (used in) investing activities - continuing operations (43.8 ) (212.2 ) (32.6 ) 204.2 (84.4 ) Net cash provided by (used in) investing activities - discontinued operations — (14.3 ) — — (14.3 ) Net cash provided by (used in) investing (43.8 ) (226.5 ) (32.6 ) 204.2 (98.7 ) Cash flows from financing activities: Net borrowing (repayment) of debt (208.5 ) (1.5 ) — — (210.0 ) Intercompany transfer 120.8 (95.1 ) (15.7 ) (10.0 ) — Repurchases of common stock (42.2 ) — — — (42.2 ) Receipts related to stock-based award activities 4.7 — — — 4.7 Payments related to stock-based award activities (3.3 ) — — — (3.3 ) Net cash provided by (used in) financing activities - continuing operations (128.5 ) (96.6 ) (15.7 ) (10.0 ) (250.8 ) Net cash provided by (used in) financing activities - discontinued operations — — — — — Net cash provided by (used in) financing activities (128.5 ) (96.6 ) (15.7 ) (10.0 ) (250.8 ) Effect of exchange rate changes on cash and cash equivalents — (1.0 ) — — (1.0 ) Increase (decrease) in cash and cash equivalents (83.0 ) (0.2 ) 3.2 — (80.0 ) Cash and cash equivalents, beginning of period 83.2 0.2 49.4 — 132.8 Cash and cash equivalents, end of period $ 0.2 $ — $ 52.6 $ — $ 52.8 |
Basis of Presentation (Details)
Basis of Presentation (Details) - Discontinued Operations - Snacks $ in Millions | Aug. 01, 2019USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Cash consideration | $ 90 |
Atlas | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Cash consideration | $ 90 |
Recent Accounting Pronounceme_3
Recent Accounting Pronouncements - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 183.3 | ||
Operating lease liabilities | 199.1 | ||
Liabilities | 3,455.2 | $ 3,469.3 | |
Assets | $ 5,261.2 | $ 5,629.3 | |
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 221.5 | ||
Operating lease liabilities | 252.5 | ||
Liabilities | 17.2 | ||
Assets | $ 0.6 |
Restructuring Programs - Aggreg
Restructuring Programs - Aggregate Expenses Incurred Associated with Facility Closure (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | $ 24.3 | $ 40.7 | $ 89.9 | $ 120.1 |
Cost of sales | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 0.6 | 4.4 | 3.8 | 8.6 |
General and administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 0 | 1 | 1.7 | 3.3 |
Other operating expense, net | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 23.7 | 35.3 | 84.4 | 108.2 |
TreeHouse 2020 | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 21.9 | 34.4 | 76.5 | 85 |
Cumulative Costs To Date | 246.3 | 246.3 | ||
Total Expected Costs | 298.6 | 298.6 | ||
Structure to Win | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 2.4 | 5.3 | 13.4 | 30.8 |
Cumulative Costs To Date | 57.4 | 57.4 | ||
Total Expected Costs | 59.5 | 59.5 | ||
Restructuring and Margin Improvement Activities Categories | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 24.3 | 40.7 | 89.9 | 120.1 |
Restructuring and Margin Improvement Activities Categories | TreeHouse 2020 | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 21.9 | 34.4 | 76.5 | 85 |
Restructuring and Margin Improvement Activities Categories | Structure to Win | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 2.4 | 5.3 | 13.4 | 30.8 |
Restructuring and Margin Improvement Activities Categories | Other restructuring and plant closing costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 0 | 1 | 0 | 4.3 |
Asset-related | TreeHouse 2020 | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | (0.1) | 4.4 | 2.4 | 3.9 |
Cumulative Costs To Date | 44.6 | 44.6 | ||
Total Expected Costs | 46.3 | 46.3 | ||
Asset-related | Structure to Win | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 0.2 | 0 | 1.8 | 2.2 |
Cumulative Costs To Date | 4 | 4 | ||
Total Expected Costs | 4 | 4 | ||
Employee-related | TreeHouse 2020 | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 3.1 | 9.1 | 10.5 | 24.8 |
Cumulative Costs To Date | 55.8 | 55.8 | ||
Total Expected Costs | 65.8 | 65.8 | ||
Employee-related | Structure to Win | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 1.1 | 3.4 | 3.7 | 12.3 |
Cumulative Costs To Date | 24.9 | 24.9 | ||
Total Expected Costs | 25.9 | 25.9 | ||
Other costs | TreeHouse 2020 | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 18.9 | 20.9 | 63.6 | 56.3 |
Cumulative Costs To Date | 145.9 | 145.9 | ||
Total Expected Costs | 186.5 | 186.5 | ||
Other costs | Structure to Win | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 1.1 | $ 1.9 | 7.9 | $ 16.3 |
Cumulative Costs To Date | 28.5 | 28.5 | ||
Total Expected Costs | $ 29.6 | $ 29.6 |
Restructuring Programs - Activi
Restructuring Programs - Activity of Restructuring Program Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Restructuring Reserve [Roll Forward] | ||||
Expenses recognized | $ 24.3 | $ 40.7 | $ 89.9 | $ 120.1 |
Restructuring Plans Other Than TreeHouse 2020 | Severance | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance as of December 31, 2018 | 19.3 | |||
Cash payments | (19) | |||
Reclassification due to adoption of ASU 2016-02 | 0 | |||
Balance as of September 30, 2019 | 8.7 | 8.7 | ||
Restructuring Plans Other Than TreeHouse 2020 | Severance | Operating Expense | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recognized | 8.4 | |||
Restructuring Plans Other Than TreeHouse 2020 | Other Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance as of December 31, 2018 | 2.6 | |||
Cash payments | 0 | |||
Reclassification due to adoption of ASU 2016-02 | (2.6) | |||
Balance as of September 30, 2019 | 0 | 0 | ||
Restructuring Plans Other Than TreeHouse 2020 | Other Costs | Operating Expense | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recognized | 0 | |||
Restructuring Plans Other Than TreeHouse 2020 | Employee-related | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance as of December 31, 2018 | 21.9 | |||
Cash payments | (19) | |||
Reclassification due to adoption of ASU 2016-02 | (2.6) | |||
Balance as of September 30, 2019 | $ 8.7 | 8.7 | ||
Restructuring Plans Other Than TreeHouse 2020 | Employee-related | Operating Expense | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recognized | $ 8.4 |
Restructuring Programs - Additi
Restructuring Programs - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)facility | Sep. 30, 2018USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs other than facility closing | $ 0 | $ 1,000,000 | $ 0 | $ 4,300,000 |
TreeHouse 2020 | ||||
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 accelerate long-term growth through optimization of our manufacturing network, transformation of our mixing centers and warehouse footprint, and leveraging of systems and processes to drive performance. The Company’s workstreams related to these activities and selling, general, and administrative cost reductions will increase our capacity utilization, expand operating margins, and streamline our plant structure to optimize our supply chain. | |||
Total cost to close facilities | 298,600,000 | $ 298,600,000 | ||
TreeHouse 2020 | Dothan Alabama, Battle Creek Michigan and Minneapolis Minnesota | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of facilities, closed | facility | 3 | |||
Total cost to close facilities | 29,700,000 | $ 29,700,000 | ||
Structure to Win | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Description of restructuring plan | In the first quarter of 2018, the Company announced an operating expenses improvement program (“Structure to Win”) designed to align our organization structure with strategic priorities. The program is intended to drive operational effectiveness, cost reduction, and position the Company for growth with a focus on a lean customer focused go-to-market team, centralized supply chain, and streamlined administrative functions. | |||
Total cost to close facilities | $ 59,500,000 | $ 59,500,000 |
Restructuring Programs - Schedu
Restructuring Programs - Schedule of Facility Closures (Details) - TreeHouse 2020 $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Total Expected Costs | $ 298.6 |
Brooklyn Park, Minnesota | |
Restructuring Cost and Reserve [Line Items] | |
Facility Location | Brooklyn Park, Minnesota |
Date of Closure Announcement | Aug. 3, 2017 |
Closure Status | Completed in Q4 2017 |
Primary Products Produced | Dry dinners |
Primary Segment Affected | Meal Solutions |
Total Expected Costs | $ 16.1 |
Total Cash Costs to Close | $ 9.6 |
Plymouth, Indiana | |
Restructuring Cost and Reserve [Line Items] | |
Facility Location | Plymouth, Indiana |
Date of Closure Announcement | Aug. 3, 2017 |
Closure Status | Completed in Q4 2017 |
Primary Products Produced | Pickles |
Primary Segment Affected | Meal Solutions |
Total Expected Costs | $ 9.3 |
Total Cash Costs to Close | $ 3.8 |
Visalia, California | |
Restructuring Cost and Reserve [Line Items] | |
Facility Location | Visalia, California |
Date of Closure Announcement | Feb. 15, 2018 |
Closure Status | Completed in Q1 2019 |
Primary Products Produced | Pretzels |
Primary Segment Affected | Baked Goods |
Total Expected Costs | $ 22.1 |
Total Cash Costs to Close | 8.8 |
Dothan, Brooklyn Park, Plymouth, Battle Creek and Visalia | |
Restructuring Cost and Reserve [Line Items] | |
Total Expected Costs | 47.5 |
Total Cash Costs to Close | $ 22.2 |
Leases - Additional Information
Leases - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating and financing leases, option to extend, term (in years) | 29 years |
Lessee, operating and financing leases, option to terminate, term (in years) | 1 year |
Operating lease, weighted average discount rate, percent | 4.70% |
Finance lease, weighted average discount rate, percent | 3.70% |
Operating lease, weighted average remaining lease term | 8 years 2 months 12 days |
Finance lease, weighted average remaining lease term | 2 years 7 months 6 days |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating and financing leases, term of contract (in years) | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating and financing leases, term of contract (in years) | 13 years |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) $ in Millions | Sep. 30, 2019USD ($) |
Assets | |
Operating | $ 183.3 |
Finance | 3.4 |
Total assets | 186.7 |
Current liabilities: | |
Operating | 32.9 |
Finance | 1.2 |
Total current liabilities | 34.1 |
Noncurrent liabilities | |
Operating | 166.2 |
Finance | 2 |
Total noncurrent liabilities | 168.2 |
Total lease liabilities | $ 202.3 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Operating lease cost: | ||
Operating lease cost | $ 8.2 | $ 31.3 |
Finance lease cost: | ||
Amortization of right-of-use assets | 0.5 | 1.2 |
Interest on lease liabilities | 0 | 0.1 |
Total finance lease cost | 0.5 | 1.3 |
Variable lease cost | 1.5 | 4.1 |
Net lease cost | $ 10.2 | $ 36.7 |
Leases - Operating and Finance
Leases - Operating and Finance Lease Liability (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Operating Leases | ||
Three months ended December 31, 2019 | $ 10.1 | |
2020 | 38.4 | |
2021 | 34.6 | |
2022 | 28.2 | |
2023 | 24.7 | |
Thereafter | 108.4 | |
Total lease payments | 244.4 | |
Less: Interest | (45.3) | |
Present value of lease liabilities | 199.1 | |
Finance Leases | ||
Three months ended December 31, 2019 | 0.4 | |
2020 | 1.2 | |
2021 | 1.1 | |
2022 | 0.6 | |
2023 | 0.1 | |
Thereafter | 0 | |
Total lease payments | 3.4 | |
Less: Interest | (0.2) | |
Present value of lease liabilities | 3.2 | $ 2.5 |
Lessee, operating lease, option to extend, amount | $ 3 |
Leases - Other Information Rela
Leases - Other Information Relating to Leases (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 30.2 | |
Operating cash flows from finance leases | 0.1 | |
Financing cash flows from finance leases | $ 1.5 | $ 0.9 |
Receivables Sales Program (Deta
Receivables Sales Program (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)agreement | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Receivables Sales Agreement [Line Items] | |||||
Number of agreements | agreement | 2 | ||||
Termination period | 60 days | ||||
Retained interest | $ 0 | ||||
Outstanding amount of principal balances under the receivables sales agreement | $ 196,200,000 | 196,200,000 | $ 177,000,000 | ||
Loss on sale of receivables | 800,000 | $ 1,000,000 | 2,900,000 | $ 2,300,000 | |
Cash from customers not yet remitted | 136,600,000 | 136,600,000 | $ 119,300,000 | ||
Maximum | |||||
Receivables Sales Agreement [Line Items] | |||||
Proceeds from receivables sales | $ 300,000,000 | $ 300,000,000 |
- Components (Details)
- Components (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 261.7 | $ 234.2 |
Finished goods | 441.1 | 381.4 |
Total inventories | $ 702.8 | $ 615.6 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 | Jan. 01, 2017 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Retained earnings | $ (172.5) | $ 204 | |
Change in Inventory Valuation Method from LIFO to FIFO | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Retained earnings | $ 18.1 | ||
Meals | Change in Inventory Valuation Method from LIFO to FIFO | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Retained earnings | $ 14.4 |
Inventories - Impact of the Cha
Inventories - Impact of the Change from LIFO to FIFO on Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Cost of sales | $ 871 | $ 870.6 | $ 903.9 | $ 2,577.7 | $ 2,753.6 |
Operating (loss) income | (55.6) | 15.5 | 39 | (48) | 30.4 |
Income tax (benefit) expense | (36.4) | (6.9) | 3 | (50.1) | (12.9) |
Net (loss) income from continuing operations | (61) | (14.5) | 12.2 | (125.6) | (41.8) |
Comprehensive (loss) income | $ (183.2) | $ (20) | $ 9.2 | $ (367.6) | $ (64.2) |
Net (loss) earnings per common share from continuing operations - basic & diluted (in usd per share) | $ (0.26) | $ 0.22 | $ (0.74) | ||
Adjustment | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Cost of sales | $ (0.5) | $ 3.7 | $ 2.2 | ||
Operating (loss) income | 0.5 | (3.7) | (2.2) | ||
Income tax (benefit) expense | 0.1 | (0.9) | (0.6) | ||
Net (loss) income from continuing operations | 0.4 | (2.8) | (1.6) | ||
Comprehensive (loss) income | $ 0.4 | $ (2.8) | $ (1.6) | ||
Net (loss) earnings per common share from continuing operations - basic & diluted (in usd per share) | $ 0.01 | $ (0.05) | $ (0.02) | ||
As Reported | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Cost of sales | $ 871.1 | $ 900.2 | $ 2,751.4 | ||
Operating (loss) income | 15 | 42.7 | 32.6 | ||
Income tax (benefit) expense | (7) | 3.9 | (12.3) | ||
Net (loss) income from continuing operations | (14.9) | 15 | (40.2) | ||
Comprehensive (loss) income | $ (20.4) | $ 12 | $ (62.6) | ||
Net (loss) earnings per common share from continuing operations - basic & diluted (in usd per share) | $ (0.27) | $ 0.27 | $ (0.72) |
Inventories - Impact of the C_2
Inventories - Impact of the Change from LIFO to FIFO on Balance Sheet (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Inventories | $ 702.8 | $ 615.6 |
Deferred income taxes | 130.1 | 166.1 |
Retained earnings | $ (172.5) | 204 |
Adjustment | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Inventories | 24.1 | |
Deferred income taxes | 6 | |
Retained earnings | 18.1 | |
As Reported | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Inventories | 591.5 | |
Deferred income taxes | 160.1 | |
Retained earnings | $ 185.9 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Aug. 01, 2019USD ($)plant | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Estimated capital loss | $ 478.4 | |||
Deferred tax asset on capital loss | $ 117.9 | $ 117.9 | ||
Atlas | Service | Minimum | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Termination period | 6 months | |||
Atlas | Service | Maximum | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Termination period | 12 months | |||
Renewal period | 12 months | |||
Capital Loss Carryforward | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Valuation allowance | $ 117.9 | 117.9 | ||
Discontinued Operations | Snacks | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Long-lived asset impairment losses | $ 66.5 | |||
Intangible asset impairment losses | 3.3 | |||
Cash consideration | $ 90 | |||
Loss on sale of business | 97.5 | |||
Number of operating plants | plant | 3 | |||
Discontinued Operations | Snacks | Atlas | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash consideration | $ 90 | |||
Discontinued Operations | Snacks | Property, Plant and Equipment | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Long-lived asset impairment losses | 63.2 | |||
Held-for-sale | RTE Cereal | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Long-lived asset impairment losses | $ 10.7 | $ 63.9 | $ 74.6 |
Discontinued Operations - Resul
Discontinued Operations - Results of Discontinued Operations on Income Statement (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Net sales | $ 122.1 | $ 276.7 | $ 581.8 | $ 938.5 |
Cost of sales | 119.5 | 266.9 | 570.5 | 886.3 |
Selling, general, administrative and other operating expenses | 15.2 | 21.6 | 51.1 | 59.5 |
Asset impairment | 10.7 | 0 | 141.1 | 0 |
Loss on sale of business | 97.5 | 0 | 97.5 | 0 |
Operating loss from discontinued operations | (120.8) | (11.8) | (278.4) | (7.3) |
Interest and other expense | 2.5 | 6.9 | 6.1 | 10.2 |
Income tax benefit | (6.5) | (9.1) | (33.6) | (8.8) |
Net loss from discontinued operations | $ (116.8) | $ (9.6) | $ (250.9) | $ (8.7) |
Discontinued Operations - Res_2
Discontinued Operations - Results of Discontinued Operations on Balance Sheet (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Inventories | $ 44.8 | $ 248.2 |
Prepaid expenses and other assets | 0 | 8.2 |
Property, plant, and equipment, net | 63.8 | 132.1 |
Operating lease right-of-use assets | 7.8 | |
Goodwill | 53.5 | 53.5 |
Intangible assets, net | 38.6 | 43.8 |
Valuation allowance | (74.6) | 0 |
Total assets of discontinued operations | 133.9 | 485.8 |
Accrued expenses and other liabilities | 6.8 | 6 |
Operating lease liabilities | 8 | |
Total liabilities of discontinued operations | $ 14.8 | $ 6 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment - Components (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 58.6 | $ 61.6 |
Buildings and improvements | 412.8 | 421.8 |
Machinery and equipment | 1,254.7 | 1,201.9 |
Construction in progress | 52.9 | 99.2 |
Total | 1,779 | 1,784.5 |
Less accumulated depreciation | (698.8) | (642.2) |
Property, plant, and equipment, net | $ 1,080.2 | $ 1,142.3 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property, Plant and Equipment [Line Items] | ||||
Finite lived intangible asset impairment | $ 45.2 | |||
Depreciation expense | 33.3 | $ 37.8 | $ 100.9 | $ 107.7 |
Cookies and Dry Dinner Asset Group | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant, and equipment impairment losses | 42.8 | |||
Finite lived intangible asset impairment | $ 45.2 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2019USD ($)$ / shares | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)segment$ / shares | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||
Number of operating segments | segment | 3 | ||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite lived intangible asset impairment losses | $ 45.2 | ||||||
Amortization expense | 17.7 | $ 19.8 | $ 56.4 | $ 60.2 | |||
Trademarks | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Indefinite lived intangibles | 21.8 | 21.8 | $ 21.4 | ||||
Computer software | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible asset, useful life | 10 years | 7 years | |||||
Computer software | Intangible Assets, Amortization Period | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Amortization expense | $ (1.7) | $ (3.3) | |||||
Basic and diluted earnings per share (in usd per share) | $ / shares | $ 0.02 | $ 0.04 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Balance at January 1, 2019, before accumulated impairment losses | $ 2,152.4 | |
Accumulated impairment losses | (44.5) | |
Balance at January 1, 2019 | $ 2,107.9 | |
Foreign currency exchange adjustments | 3.4 | |
Balance at September 30, 2019 | 2,111.3 | |
Baked Goods | ||
Goodwill [Roll Forward] | ||
Balance at January 1, 2019, before accumulated impairment losses | 588.7 | |
Accumulated impairment losses | (33) | |
Balance at January 1, 2019 | 555.7 | |
Foreign currency exchange adjustments | 0 | |
Balance at September 30, 2019 | 555.7 | |
Beverages | ||
Goodwill [Roll Forward] | ||
Balance at January 1, 2019, before accumulated impairment losses | 712.5 | |
Accumulated impairment losses | 0 | |
Balance at January 1, 2019 | 712.5 | |
Foreign currency exchange adjustments | 1.4 | |
Balance at September 30, 2019 | 713.9 | |
Meal Solutions | ||
Goodwill [Roll Forward] | ||
Balance at January 1, 2019, before accumulated impairment losses | 851.2 | |
Accumulated impairment losses | $ (11.5) | |
Balance at January 1, 2019 | 839.7 | |
Foreign currency exchange adjustments | 2 | |
Balance at September 30, 2019 | $ 841.7 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Gross Carrying Amounts and Accumulated Amortization of Intangible Assets, with Finite Lives (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,041 | $ 1,092.7 |
Accumulated Amortization | (485.9) | (457.7) |
Net Carrying Amount | 555.1 | 635 |
Customer-related | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 790.3 | 861.6 |
Accumulated Amortization | (345.8) | (334) |
Net Carrying Amount | 444.5 | 527.6 |
Contractual agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 0.5 | 0.5 |
Accumulated Amortization | (0.5) | (0.5) |
Net Carrying Amount | 0 | 0 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 52.9 | 52.8 |
Accumulated Amortization | (26) | (22.5) |
Net Carrying Amount | 26.9 | 30.3 |
Formulas/recipes | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 22.7 | 23.4 |
Accumulated Amortization | (18.8) | (17) |
Net Carrying Amount | 3.9 | 6.4 |
Computer software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 174.6 | 154.4 |
Accumulated Amortization | (94.8) | (83.7) |
Net Carrying Amount | $ 79.8 | $ 70.7 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 37.40% | 19.70% | 28.50% | 23.60% |
Decrease in total amount of unrecognized tax benefits within the next 12 months | $ 5.1 | $ 5.1 | ||
Decrease in unrecognized tax benefits is reasonably possible | $ 0.9 | $ 0.9 |
Long-Term Debt - Components (De
Long-Term Debt - Components (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Finance leases | $ 3.2 | $ 2.5 |
Total outstanding debt | 2,187 | 2,321.3 |
Deferred financing costs | (17.3) | (22.7) |
Less current portion | (11.7) | (1.2) |
Total long-term debt | 2,158 | 2,297.4 |
2022 Notes | ||
Debt Instrument [Line Items] | ||
Senior notes | 375.9 | 375.9 |
2024 Notes | ||
Debt Instrument [Line Items] | ||
Senior notes | 602.9 | 602.9 |
Term Loan A | ||
Debt Instrument [Line Items] | ||
Term loan | 458.4 | 488.8 |
Term Loan A-1 | ||
Debt Instrument [Line Items] | ||
Term loan | $ 746.6 | $ 851.2 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) | Aug. 26, 2019 | Dec. 31, 2019 | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | ||||
Maximum permitted leverage ratio | 4.5 | |||
Average interest rate on debt outstanding | 4.08% | |||
Credit agreement interest rate including effect of interest rate swaps | 3.60% | |||
Long-term debt, fair value | $ 2,214,200,000 | $ 2,311,300,000 | ||
Long-term debt, carrying value | 2,183,800,000 | $ 2,318,800,000 | ||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility available | 723,600,000 | |||
Revolving credit facility - maximum borrowing capacity | 750,000,000 | |||
Letters of credit facility issued but undrawn | $ 26,400,000 | |||
Scenario, Forecast | ||||
Debt Instrument [Line Items] | ||||
Maximum permitted leverage ratio | 4 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Weighted average common shares outstanding (in shares) | 56.3 | 56.3 | 56.2 | 56.4 |
Assumed exercise/vesting of equity awards (in shares) | 0 | 0.4 | 0 | 0 |
Weighted average diluted common shares outstanding (in shares) | 56.3 | 56.7 | 56.2 | 56.4 |
Equity awards, excluded from computation of diluted earnings (in shares) | 1.7 | 1.8 | 1.6 | 1.8 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2018USD ($) | Sep. 30, 2019USD ($)performance_periodinstallmentshares | Apr. 25, 2019shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock, number of additional shares reserved for issuance | shares | 1,500 | ||
Expense on modification of stock award | $ 10 | ||
Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expense on modification of stock award | 1.2 | ||
Award vesting, number of equal installments | installment | 3 | ||
Award vesting period | 3 years | ||
Award expiration period | 10 years | ||
Compensation costs, unrecognized | $ 0.7 | ||
Compensation costs, recognition weighted average remaining period (in years) | 6 months | ||
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expense on modification of stock award | 3.8 | ||
Award vesting, number of equal installments | installment | 3 | ||
Award vesting period | 3 years | ||
Compensation costs, unrecognized | $ 23.3 | ||
Compensation costs, recognition weighted average remaining period (in years) | 2 years | ||
Restricted Stock Units | Director | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of restricted stock units, earned and deferred (in shares) | shares | 92 | ||
Performance Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expense on modification of stock award | $ 5 | ||
Compensation costs, unrecognized | $ 19.6 | ||
Compensation costs, recognition weighted average remaining period (in years) | 2 years 3 months 18 days | ||
Number of performance periods | performance_period | 3 | ||
Accrual of units (as a percent) | 33.33% | ||
Performance Units | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Predefined percentage for calculation of performance unit awards | 0.00% | ||
Performance Units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Predefined percentage for calculation of performance unit awards | 200.00% | ||
TreeHouse Foods, Inc. Equity and Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum number of shares available to be awarded | shares | 17,500 | ||
Shares available | shares | 4,900 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Total Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Payment Arrangement [Abstract] | ||||
Compensation expense related to stock-based payments | $ 5.5 | $ 4.6 | $ 17.5 | $ 27 |
Related income tax benefit | $ 1.2 | $ 1.2 | $ 4.4 | $ 6.8 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) - Stock Option - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Employee Options | ||
Options Outstanding, Beginning Balance (in shares) | 1,720 | |
Options, Forfeited (in shares) | (38) | |
Options, Exercised (in shares) | (13) | |
Options, Expired (in shares) | (114) | |
Options Outstanding, Ending Balance (in shares) | 1,555 | 1,720 |
Options, Vested/expected to vest, at September 30, 2019 (in shares) | 1,543 | |
Options, Exercisable, at September 30, 2019 (in shares) | 1,489 | |
Weighted Average Exercise Price | ||
Weighted Average Exercise Price, Outstanding, Beginning Balance (in usd per share) | $ 75.24 | |
Weighted Average Exercise Price, Forfeited (in usd per share) | 86.41 | |
Weighted Average Exercise Price, Exercised (in usd per share) | 51.54 | |
Weighted Average Exercise Price, Expired (in usd per share) | 80.77 | |
Weighted Average Exercise Price, Outstanding, Ending Balance (in usd per share) | 74.74 | $ 75.24 |
Weighted Average Exercise Price, Vested/expected to vest, at September 30, 2019 (in usd per share) | 74.67 | |
Weighted Average Exercise Price, Exercisable, at September 30, 2019 (in usd per share) | $ 74.39 | |
Weighted Average Remaining Contractual Term (yrs) | ||
Weighted Average Remaining Contractual Term, Outstanding | 4 years 1 month 6 days | 4 years 9 months 18 days |
Weighted Average Remaining Contractual Term, Vested/expected to vest | 4 years 1 month 6 days | |
Weighted Average Remaining Contractual Term, Exercisable | 3 years 10 months 24 days | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value, Outstanding | $ 1.7 | $ 1.1 |
Aggregate Intrinsic Value, Vested/expected to vest, at September 30, 2019 | 1.7 | |
Aggregate Intrinsic Value, Exercisable, at September 30, 2019 | $ 1.7 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Employee Stock Option Highlights (Details) - Stock Option - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Intrinsic value of stock options exercised | $ 0.1 | $ 0 | $ 0.1 | $ 3.8 |
Tax benefit recognized from stock option exercises | $ 0 | $ 0.1 | $ 0 | $ 0.7 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Restricted Stock and Restricted Stock Unit Activity (Details) - Restricted Stock Units shares in Thousands | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Employee | |
Restricted Stock Units | |
Stock Units, Outstanding, Beginning Balance (in shares) | shares | 685 |
Stock Units, Granted (in shares) | shares | 360 |
Stock Units, Vested (in shares) | shares | (271) |
Stock Units, Forfeited (in shares) | shares | (120) |
Stock Units, Outstanding, Ending Balance (in shares) | shares | 654 |
Weighted Average Grant Date Fair Value | |
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance (in usd per share) | $ / shares | $ 52.20 |
Weighted Average Grant Date Fair Value, Granted (in usd per share) | $ / shares | 63.36 |
Weighted Average Grant Date Fair Value, Vested (in usd per share) | $ / shares | 59.69 |
Weighted Average Grant Date Fair Value, Forfeited (in usd per share) | $ / shares | 54.66 |
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance (in usd per share) | $ / shares | $ 54.80 |
Director | |
Restricted Stock Units | |
Stock Units, Outstanding, Beginning Balance (in shares) | shares | 129 |
Stock Units, Granted (in shares) | shares | 24 |
Stock Units, Vested (in shares) | shares | (37) |
Stock Units, Forfeited (in shares) | shares | 0 |
Stock Units, Outstanding, Ending Balance (in shares) | shares | 116 |
Weighted Average Grant Date Fair Value | |
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance (in usd per share) | $ / shares | $ 53.75 |
Weighted Average Grant Date Fair Value, Granted (in usd per share) | $ / shares | 66.79 |
Weighted Average Grant Date Fair Value, Vested (in usd per share) | $ / shares | 39.01 |
Weighted Average Grant Date Fair Value, Forfeited (in usd per share) | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance (in usd per share) | $ / shares | $ 58.30 |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Employee and Director Restricted Stock and Restricted Stock Highlights (Details) - Restricted Stock Units - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of vested restricted stock units | $ 0.4 | $ 0.8 | $ 19.1 | $ 10.7 |
Tax benefit recognized from vested restricted stock units | $ 0.1 | $ 0.2 | $ 3.5 | $ 2.3 |
Stock-Based Compensation - Su_6
Stock-Based Compensation - Summary of Performance Unit Activity (Details) - Performance Units shares in Thousands | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Performance Units | |
Stock Units, Outstanding, Beginning Balance (in shares) | shares | 176 |
Stock Units, Granted (in shares) | shares | 390 |
Stock Units, Vested (in shares) | shares | (17) |
Stock Units, Forfeited (in shares) | shares | (51) |
Stock Units, Outstanding, Ending Balance (in shares) | shares | 498 |
Weighted Average Grant Date Fair Value | |
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance (in usd per share) | $ / shares | $ 71.49 |
Weighted Average Grant Date Fair Value, Granted (in usd per share) | $ / shares | 61.88 |
Weighted Average Grant Date Fair Value, Vested (in usd per share) | $ / shares | 98.28 |
Weighted Average Grant Date Fair Value, Forfeited (in usd per share) | $ / shares | 87.13 |
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance (in usd per share) | $ / shares | $ 61.45 |
Stock-Based Compensation - Su_7
Stock-Based Compensation - Summary of Performance Unit Highlights (Details) - Performance Units - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of vested performance units | $ 0 | $ 0 | $ 0.9 | $ 1 |
Tax benefit recognized from performance units vested | $ 0 | $ 0 | $ 0.2 | $ 0.1 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | $ 1,983.3 | $ 2,207.8 | $ 2,160 | $ 2,284.5 |
Other comprehensive (loss) income | 8.5 | (13) | ||
Reclassifications from accumulated other comprehensive (loss) income | 0.4 | 0.4 | ||
Reclassifications from accumulated other comprehensive loss - Adoption of ASU 2018-02 | 0 | 0 | 0 | (1.1) |
Other comprehensive (loss) income | (5.4) | 6.6 | 8.9 | (13.7) |
Ending balance | 1,806 | 2,209.6 | 1,806 | 2,209.6 |
Foreign Currency Translation | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | (91.7) | (57.2) | ||
Other comprehensive (loss) income | 8.5 | (13) | ||
Reclassifications from accumulated other comprehensive (loss) income | 0 | 0 | ||
Reclassifications from accumulated other comprehensive loss - Adoption of ASU 2018-02 | 0 | |||
Other comprehensive (loss) income | 8.5 | (13) | ||
Ending balance | (83.2) | (70.2) | (83.2) | (70.2) |
Unrecognized Pension and Postretirement Benefits | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | (5.4) | (4.3) | ||
Other comprehensive (loss) income | 0 | 0 | ||
Reclassifications from accumulated other comprehensive (loss) income | 0.4 | 0.4 | ||
Reclassifications from accumulated other comprehensive loss - Adoption of ASU 2018-02 | (1.1) | |||
Other comprehensive (loss) income | 0.4 | (0.7) | ||
Ending balance | (5) | (5) | (5) | (5) |
Accumulated Other Comprehensive Loss | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | (82.8) | (81.8) | (97.1) | (61.5) |
Ending balance | $ (88.2) | $ (75.2) | $ (88.2) | $ (75.2) |
Employee Retirement and Postr_3
Employee Retirement and Postretirement Benefits - Summary of Net Periodic Cost of Pension and Postretirement Benefit Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Pension Benefits | ||||
Components of net periodic costs: | ||||
Service cost | $ 0.4 | $ 0.6 | $ 1.3 | $ 1.8 |
Interest cost | 3.2 | 3 | 9.7 | 8.9 |
Expected return on plan assets | (3.6) | (4.1) | (10.8) | (12.2) |
Amortization of unrecognized prior service cost | 0 | 0.1 | 0.1 | 0.2 |
Amortization of unrecognized net loss | 0.1 | 0.1 | 0.3 | 0.4 |
Net periodic pension cost (benefit) | 0.1 | (0.3) | 0.6 | (0.9) |
Postretirement Benefits | ||||
Components of net periodic costs: | ||||
Interest cost | 0.3 | 0.3 | 0.9 | 0.9 |
Net periodic pension cost (benefit) | $ 0.3 | $ 0.3 | $ 0.9 | $ 0.9 |
Employee Retirement and Postr_4
Employee Retirement and Postretirement Benefits - Additional Information (Details) $ in Millions | Jun. 30, 2019USD ($) |
Retirement Benefits [Abstract] | |
Withdrawal liability | $ 4.1 |
Other Operating Expense, Net (D
Other Operating Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Other Income and Expenses [Abstract] | ||||
Restructuring | $ 23.7 | $ 35.3 | $ 84.4 | $ 108.2 |
Loss on divestiture | 0 | (14.3) | 0 | (14.3) |
Other | (0.2) | 0.4 | (0.2) | 0.7 |
Total other operating expense, net | $ 23.5 | $ 21.4 | $ 84.2 | $ 94.6 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($)casestatecomplaint | |
Suchanek et al v. Sturm Foods, Inc. and TreeHouse, Inc | Pending Litigation | |
Loss Contingencies [Line Items] | |
Loss contingency, number of claims | case | 1 |
Loss contingency, number of states class action lawsuits were filed (state) | state | 8 |
Loss contingency, estimate of possible loss | $ 25 |
Loss contingency accrual | $ 25 |
Class Actions Filed by Shareholders | |
Loss Contingencies [Line Items] | |
Loss contingency, number of claims | complaint | 5 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) lb in Millions, gal in Millions, bsh in Millions, MW in Millions, DTH in Millions, $ in Millions | 9 Months Ended | ||
Sep. 30, 2019USD ($)MWDTHbshlbgal | Dec. 31, 2025 | Dec. 31, 2020 | |
Interest Rate Swap Agreements | |||
Derivative [Line Items] | |||
Weighted average fixed interest rate | 1.54% | ||
Interest Rate Swap Agreements | LIBOR Interest Rate | |||
Derivative [Line Items] | |||
Derivative notional amount | $ 1,800 | ||
Foreign Currency Contracts | |||
Derivative [Line Items] | |||
Derivative notional amount | $ 15.9 | ||
Derivative, expiration period | throughout 2019 and 2020 | ||
Electricity Contract | |||
Derivative [Line Items] | |||
Derivative, expiration period | throughout 2019 and 2020 | ||
Derivative, nonmonetary notional amount | MW | 0.1 | ||
Diesel Contract | |||
Derivative [Line Items] | |||
Derivative, expiration period | throughout 2019 | ||
Derivative, notional amount, volume (in gal) | gal | 3.9 | ||
Natural Gas Contract | |||
Derivative [Line Items] | |||
Derivative, expiration period | throughout 2019 and 2020 | ||
Derivative, nonmonetary notional amount | DTH | 2.8 | ||
Corn Contract | |||
Derivative [Line Items] | |||
Derivative, expiration period | throughout 2019 | ||
Derivative, nonmonetary notional amount | bsh | 0.6 | ||
Resin Contract | |||
Derivative [Line Items] | |||
Derivative, expiration period | throughout 2019 | ||
Derivative, notional amount, mass (in lbs) | lb | 6.2 | ||
Scenario, Forecast | Interest Rate Swap Agreements | |||
Derivative [Line Items] | |||
Weighted average fixed interest rate | 2.91% | 2.68% |
Derivative Instruments - Deriva
Derivative Instruments - Derivative, Fair Value, and Location on Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Derivatives, Fair Value [Line Items] | ||
Asset derivative, fair value | $ 2.8 | $ 12.2 |
Liability derivative, fair value | 64.9 | 20.8 |
Commodity contracts | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivative, fair value | 0.1 | 0.6 |
Liability derivative, fair value | 2.5 | 1.8 |
Foreign currency contracts | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivative, fair value | 0.2 | 1.5 |
Liability derivative, fair value | 0 | 0 |
Interest rate swap agreements | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivative, fair value | 2.5 | 10.1 |
Liability derivative, fair value | $ 62.4 | $ 19 |
Derivative Instruments - Gains
Derivative Instruments - Gains and Losses on Derivative Contracts (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized (loss) gain, derivative | $ (53.6) | $ 5.8 | ||
Total unrealized (loss) gain | $ (12.4) | $ 3.8 | (53.6) | 5.8 |
Total realized gain | 0.2 | 3.1 | 6.5 | 8.9 |
Total (loss) gain | (12.2) | 6.9 | (47.1) | 14.7 |
Commodity contracts | Other expense (income), net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized (loss) gain, commodity | (0.2) | (0.5) | (1.2) | (0.3) |
Commodity contracts | Manufacturing related to Cost of sales and transportation related to Selling and distribution | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total realized gain | (1.2) | 1.2 | 0.1 | 4.1 |
Foreign currency contracts | Other expense (income), net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized (loss) gain, derivative | 0.5 | (1.4) | (1.4) | 0.5 |
Foreign currency contracts | Cost of sales | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total realized gain | (0.1) | 0.4 | 0.5 | 1.4 |
Interest rate swap agreements | Other expense (income), net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized (loss) gain, derivative | (12.7) | 5.7 | (51) | 5.6 |
Interest rate swap agreements | Interest expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total realized gain | $ 1.5 | $ 1.5 | $ 5.9 | $ 3.4 |
Segment Information - Financial
Segment Information - Financial Information Relating to Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 1,057.3 | $ 1,117.9 | $ 3,149.4 | $ 3,394.3 | |
Direct operating income | 129.4 | 146.5 | 393.5 | 405.1 | |
Unallocated selling, general, and administrative expenses | (112.7) | (133.8) | (391.1) | (455.5) | |
Unallocated cost of sales | (871) | $ (870.6) | (903.9) | (2,577.7) | (2,753.6) |
Operating (loss) income | (55.6) | $ 15.5 | 39 | (48) | 30.4 |
Baked Goods | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 351.8 | 377.1 | 1,058.7 | 1,126.2 | |
Beverages | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 234.4 | 236.3 | 684.4 | 721.8 | |
Meal Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 471.1 | 504.5 | 1,406.3 | 1,546.3 | |
Operating Segments | Baked Goods | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 351.8 | 377.1 | 1,058.7 | 1,126.2 | |
Direct operating income | 30.7 | 32.1 | 107.5 | 89.9 | |
Operating Segments | Beverages | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 234.4 | 236.3 | 684.4 | 721.8 | |
Direct operating income | 38.3 | 44.1 | 122.8 | 129.3 | |
Operating Segments | Meal Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 471.1 | 504.5 | 1,406.3 | 1,546.3 | |
Direct operating income | 60.4 | 70.3 | 163.2 | 185.9 | |
Unallocated Amount to Segment | |||||
Segment Reporting Information [Line Items] | |||||
Unallocated selling, general, and administrative expenses | (52.5) | (58.8) | (199.1) | (210.1) | |
Unallocated cost of sales | (3.3) | (7.5) | (13.8) | (9.8) | |
Unallocated corporate expense and other | $ (129.2) | $ (41.2) | $ (228.6) | $ (154.8) |
Segment Information - Disaggreg
Segment Information - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 1,057.3 | $ 1,117.9 | $ 3,149.4 | $ 3,394.3 |
Baked Goods | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 351.8 | 377.1 | 1,058.7 | 1,126.2 |
Beverages | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 234.4 | 236.3 | 684.4 | 721.8 |
Meal Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 471.1 | 504.5 | 1,406.3 | 1,546.3 |
Retail bakery | Baked Goods | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 142.4 | 161.6 | 441.4 | 488.5 |
Baked products | Baked Goods | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 209.4 | 215.5 | 617.3 | 637.7 |
Beverages | Beverages | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 170.1 | 166.8 | 482.4 | 503.5 |
Beverage enhancers | Beverages | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 64.3 | 69.5 | 202 | 218.3 |
Dressings and sauces | Meal Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 233.1 | 240 | 696.7 | 735 |
Pickles | Meal Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 69.9 | 77.1 | 206.8 | 233.4 |
Pasta and dry dinners | Meal Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 111.5 | 129.6 | 330.4 | 400.6 |
Cereals and other meals | Meal Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 56.6 | $ 57.8 | $ 172.4 | $ 177.3 |
Guarantor and Non-Guarantor F_3
Guarantor and Non-Guarantor Financial Information - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Direct And Indirect Guarantor Subsidiaries | |
Guarantor And Non Guarantor Financial Information [Line Items] | |
Ownership percentage of direct and indirect Guarantor subsidiaries | 100.00% |
Guarantor and Non-Guarantor F_4
Guarantor and Non-Guarantor Financial Information - Condensed Supplemental Consolidating Balance Sheet (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||||||||
Cash and cash equivalents | $ 45.1 | $ 164.3 | ||||||
Accounts receivable, net | 305.2 | 351.3 | ||||||
Inventories | 702.8 | 615.6 | ||||||
Prepaid expenses and other current assets | 82 | 61 | ||||||
Assets from discontinued operations | 133.9 | 485.8 | ||||||
Total current assets | 1,269 | 1,678 | ||||||
Property, plant and equipment, net | 1,080.2 | 1,142.3 | ||||||
Operating lease right-of-use assets | 183.3 | |||||||
Goodwill | 2,111.3 | 2,107.9 | ||||||
Investment in subsidiaries | 0 | 0 | ||||||
Deferred income taxes | 0 | 0 | ||||||
Intangible and other assets, net | 617.4 | 701.1 | ||||||
Total assets | 5,261.2 | 5,629.3 | ||||||
Current liabilities: | ||||||||
Accounts payable | 529.6 | 577.9 | ||||||
Accrued expenses | 295.3 | 252.5 | ||||||
Current portion of long-term debt | 11.7 | 1.2 | ||||||
Liabilities from discontinued operations | 14.8 | 6 | ||||||
Total current liabilities | 851.4 | 837.6 | ||||||
Long-term debt | 2,158 | 2,297.4 | ||||||
Operating lease liabilities | 166.2 | |||||||
Deferred income taxes | 130.1 | 166.1 | ||||||
Other long-term liabilities | 149.5 | 168.2 | ||||||
Intercompany accounts (receivable) payable, net | 0 | 0 | ||||||
Stockholders’ equity | 1,806 | $ 1,983.3 | $ 2,141.7 | 2,160 | $ 2,209.6 | $ 2,207.8 | $ 2,241.5 | $ 2,284.5 |
Total liabilities and stockholders’ equity | 5,261.2 | 5,629.3 | ||||||
Eliminations | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 0 | 0 | ||||||
Accounts receivable, net | 0 | 0 | ||||||
Inventories | 0 | 0 | ||||||
Prepaid expenses and other current assets | (109) | (96.3) | ||||||
Assets from discontinued operations | 0 | 0 | ||||||
Total current assets | (109) | (96.3) | ||||||
Property, plant and equipment, net | 0 | 0 | ||||||
Operating lease right-of-use assets | 0 | |||||||
Goodwill | 0 | 0 | ||||||
Investment in subsidiaries | (5,564.1) | (5,729.8) | ||||||
Deferred income taxes | (35.5) | (34.2) | ||||||
Intangible and other assets, net | 0 | 0 | ||||||
Total assets | (5,708.6) | (5,860.3) | ||||||
Current liabilities: | ||||||||
Accounts payable | 0 | 0 | ||||||
Accrued expenses | (109) | (96.3) | ||||||
Current portion of long-term debt | 0 | 0 | ||||||
Liabilities from discontinued operations | 0 | 0 | ||||||
Total current liabilities | (109) | (96.3) | ||||||
Long-term debt | 0 | 0 | ||||||
Operating lease liabilities | 0 | |||||||
Deferred income taxes | (35.5) | (34.2) | ||||||
Other long-term liabilities | 0 | 0 | ||||||
Intercompany accounts (receivable) payable, net | 0 | 0 | ||||||
Stockholders’ equity | (5,564.1) | (5,729.8) | ||||||
Total liabilities and stockholders’ equity | (5,708.6) | (5,860.3) | ||||||
Parent Company | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 15.9 | 77.9 | ||||||
Accounts receivable, net | 1.2 | 1 | ||||||
Inventories | 0 | 0 | ||||||
Prepaid expenses and other current assets | 111.4 | 80.9 | ||||||
Assets from discontinued operations | 0 | 0 | ||||||
Total current assets | 128.5 | 159.8 | ||||||
Property, plant and equipment, net | 41.4 | 42.8 | ||||||
Operating lease right-of-use assets | 37 | |||||||
Goodwill | 0 | 0 | ||||||
Investment in subsidiaries | 5,081.5 | 5,170.5 | ||||||
Deferred income taxes | 35.5 | 34.2 | ||||||
Intangible and other assets, net | 91.6 | 86.6 | ||||||
Total assets | 5,415.5 | 5,493.9 | ||||||
Current liabilities: | ||||||||
Accounts payable | 19.3 | 23.9 | ||||||
Accrued expenses | 128 | 71.8 | ||||||
Current portion of long-term debt | 11.2 | 0.6 | ||||||
Liabilities from discontinued operations | 0 | 0 | ||||||
Total current liabilities | 158.5 | 96.3 | ||||||
Long-term debt | 2,157.3 | 2,296.2 | ||||||
Operating lease liabilities | 42.8 | |||||||
Deferred income taxes | 0 | 0 | ||||||
Other long-term liabilities | 10 | 17.7 | ||||||
Intercompany accounts (receivable) payable, net | 1,240.9 | 923.7 | ||||||
Stockholders’ equity | 1,806 | 2,160 | ||||||
Total liabilities and stockholders’ equity | 5,415.5 | 5,493.9 | ||||||
Guarantor Subsidiaries | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 0 | 0 | ||||||
Accounts receivable, net | 262.2 | 314.1 | ||||||
Inventories | 602.3 | 522.6 | ||||||
Prepaid expenses and other current assets | 56.7 | 59.6 | ||||||
Assets from discontinued operations | 133.9 | 485.8 | ||||||
Total current assets | 1,055.1 | 1,382.1 | ||||||
Property, plant and equipment, net | 894.4 | 955.7 | ||||||
Operating lease right-of-use assets | 119.2 | |||||||
Goodwill | 1,993.2 | 1,993.2 | ||||||
Investment in subsidiaries | 482.6 | 559.3 | ||||||
Deferred income taxes | 0 | 0 | ||||||
Intangible and other assets, net | 467.1 | 531.7 | ||||||
Total assets | 5,011.6 | 5,422 | ||||||
Current liabilities: | ||||||||
Accounts payable | 457.4 | 508.3 | ||||||
Accrued expenses | 250.8 | 258 | ||||||
Current portion of long-term debt | 0.5 | 0.5 | ||||||
Liabilities from discontinued operations | 14.8 | 6 | ||||||
Total current liabilities | 723.5 | 772.8 | ||||||
Long-term debt | 0.6 | 0.6 | ||||||
Operating lease liabilities | 101.3 | |||||||
Deferred income taxes | 150.8 | 183.8 | ||||||
Other long-term liabilities | 134.8 | 145.4 | ||||||
Intercompany accounts (receivable) payable, net | (1,180.9) | (851.1) | ||||||
Stockholders’ equity | 5,081.5 | 5,170.5 | ||||||
Total liabilities and stockholders’ equity | 5,011.6 | 5,422 | ||||||
Non-Guarantor Subsidiaries | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 29.2 | 86.4 | ||||||
Accounts receivable, net | 41.8 | 36.2 | ||||||
Inventories | 100.5 | 93 | ||||||
Prepaid expenses and other current assets | 22.9 | 16.8 | ||||||
Assets from discontinued operations | 0 | 0 | ||||||
Total current assets | 194.4 | 232.4 | ||||||
Property, plant and equipment, net | 144.4 | 143.8 | ||||||
Operating lease right-of-use assets | 27.1 | |||||||
Goodwill | 118.1 | 114.7 | ||||||
Investment in subsidiaries | 0 | 0 | ||||||
Deferred income taxes | 0 | 0 | ||||||
Intangible and other assets, net | 58.7 | 82.8 | ||||||
Total assets | 542.7 | 573.7 | ||||||
Current liabilities: | ||||||||
Accounts payable | 52.9 | 45.7 | ||||||
Accrued expenses | 25.5 | 19 | ||||||
Current portion of long-term debt | 0 | 0.1 | ||||||
Liabilities from discontinued operations | 0 | 0 | ||||||
Total current liabilities | 78.4 | 64.8 | ||||||
Long-term debt | 0.1 | 0.6 | ||||||
Operating lease liabilities | 22.1 | |||||||
Deferred income taxes | 14.8 | 16.5 | ||||||
Other long-term liabilities | 4.7 | 5.1 | ||||||
Intercompany accounts (receivable) payable, net | (60) | (72.6) | ||||||
Stockholders’ equity | 482.6 | 559.3 | ||||||
Total liabilities and stockholders’ equity | $ 542.7 | $ 573.7 |
Guarantor and Non-Guarantor F_5
Guarantor and Non-Guarantor Financial Information - Condensed Supplemental Consolidating Statement of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||||||||
Net sales | $ 1,057.3 | $ 1,117.9 | $ 3,149.4 | $ 3,394.3 | ||||
Cost of sales | 871 | $ 870.6 | 903.9 | 2,577.7 | 2,753.6 | |||
Gross profit | 186.3 | 214 | 571.7 | 640.7 | ||||
Selling, general, and administrative expense | 112.7 | 133.8 | 391.1 | 455.5 | ||||
Amortization expense | 17.7 | 19.8 | 56.4 | 60.2 | ||||
Asset impairment | 88 | 0 | 88 | 0 | ||||
Other operating expense, net | 23.5 | 21.4 | 84.2 | 94.6 | ||||
Operating (loss) income | (55.6) | 15.5 | 39 | (48) | 30.4 | |||
Interest expense | 27.3 | 26.1 | 78.5 | 82.5 | ||||
Loss (gain) on foreign currency exchange | 0.4 | 0.6 | (1.3) | 5 | ||||
Other expense (income), net | 14.1 | (2.9) | 50.5 | (2.4) | ||||
(Loss) income before income taxes | (97.4) | 15.2 | (175.7) | (54.7) | ||||
Income tax (benefit) expense | (36.4) | (6.9) | 3 | (50.1) | (12.9) | |||
Equity in net income (loss) of subsidiaries | 0 | 0 | 0 | 0 | ||||
Net (loss) income from continuing operations | (61) | (14.5) | 12.2 | (125.6) | (41.8) | |||
Net loss from discontinued operations | (116.8) | (9.6) | (250.9) | (8.7) | ||||
Net (loss) income | (177.8) | $ (171.8) | $ (26.9) | 2.6 | $ (19.5) | $ (33.6) | (376.5) | (50.5) |
Eliminations | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Net sales | (91) | (177.1) | (286.3) | (524.2) | ||||
Cost of sales | (91) | (177.1) | (286.3) | (524.2) | ||||
Gross profit | 0 | 0 | 0 | 0 | ||||
Selling, general, and administrative expense | 0 | 0 | 0 | 0 | ||||
Amortization expense | 0 | 0 | 0 | 0 | ||||
Asset impairment | 0 | 0 | ||||||
Other operating expense, net | 0 | 0 | 0 | 0 | ||||
Operating (loss) income | 0 | 0 | 0 | 0 | ||||
Interest expense | (1.1) | (1.8) | (4.5) | (4) | ||||
Loss (gain) on foreign currency exchange | 0 | 0 | 0 | 0 | ||||
Other expense (income), net | 1.1 | 1.8 | 4.5 | 4 | ||||
(Loss) income before income taxes | 0 | 0 | 0 | 0 | ||||
Income tax (benefit) expense | 0 | 0 | 0 | 0 | ||||
Equity in net income (loss) of subsidiaries | 88.3 | (79.2) | 87.3 | (193.3) | ||||
Net (loss) income from continuing operations | 88.3 | (79.2) | 87.3 | (193.3) | ||||
Net loss from discontinued operations | 0 | 0 | 0 | 0 | ||||
Net (loss) income | 88.3 | (79.2) | 87.3 | (193.3) | ||||
Parent Company | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Net sales | 0 | 0 | 0 | 0 | ||||
Cost of sales | 0 | 0 | 0.1 | 0 | ||||
Gross profit | 0 | 0 | (0.1) | 0 | ||||
Selling, general, and administrative expense | 29.6 | 31.6 | 124.3 | 110.2 | ||||
Amortization expense | 2.4 | 3 | 7.8 | 8.7 | ||||
Asset impairment | (0.1) | (0.1) | ||||||
Other operating expense, net | 18.2 | 26.2 | 65.1 | 81.6 | ||||
Operating (loss) income | (50.1) | (60.8) | (197.2) | (200.5) | ||||
Interest expense | 27.1 | 26.6 | 79.9 | 83.8 | ||||
Loss (gain) on foreign currency exchange | 0 | 0 | 0 | (0.4) | ||||
Other expense (income), net | 12.7 | (4.5) | 47.8 | (3.6) | ||||
(Loss) income before income taxes | (89.9) | (82.9) | (324.9) | (280.3) | ||||
Income tax (benefit) expense | (22.6) | (16.9) | (61.6) | (59.3) | ||||
Equity in net income (loss) of subsidiaries | (103.9) | 72.9 | (98.1) | 178.2 | ||||
Net (loss) income from continuing operations | (171.2) | 6.9 | (361.4) | (42.8) | ||||
Net loss from discontinued operations | (6.6) | (4.3) | (15.1) | (7.7) | ||||
Net (loss) income | (177.8) | 2.6 | (376.5) | (50.5) | ||||
Guarantor Subsidiaries | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Net sales | 1,010.5 | 1,146.2 | 3,028.2 | 3,471.2 | ||||
Cost of sales | 835.9 | 951.7 | 2,479.9 | 2,881.5 | ||||
Gross profit | 174.6 | 194.5 | 548.3 | 589.7 | ||||
Selling, general, and administrative expense | 76 | 93.4 | 243.5 | 316.4 | ||||
Amortization expense | 13.1 | 14.5 | 42 | 44.6 | ||||
Asset impairment | 88.1 | 88.1 | ||||||
Other operating expense, net | 17.6 | (5.3) | 30.5 | 9.7 | ||||
Operating (loss) income | (20.2) | 91.9 | 144.2 | 219 | ||||
Interest expense | 0 | 0 | 0 | 0 | ||||
Loss (gain) on foreign currency exchange | 0.3 | (1.4) | (1.3) | 2.5 | ||||
Other expense (income), net | 1.9 | 0.4 | 2 | 1 | ||||
(Loss) income before income taxes | (22.4) | 92.9 | 143.5 | 215.5 | ||||
Income tax (benefit) expense | (13.3) | 19.4 | 13.2 | 45.1 | ||||
Equity in net income (loss) of subsidiaries | 15.6 | 6.3 | 10.8 | 15.1 | ||||
Net (loss) income from continuing operations | 6.5 | 79.8 | 141.1 | 185.5 | ||||
Net loss from discontinued operations | (110.4) | (6.9) | (239.2) | (7.3) | ||||
Net (loss) income | (103.9) | 72.9 | (98.1) | 178.2 | ||||
Non-Guarantor Subsidiaries | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Net sales | 137.8 | 148.8 | 407.5 | 447.3 | ||||
Cost of sales | 126.1 | 129.3 | 384 | 396.3 | ||||
Gross profit | 11.7 | 19.5 | 23.5 | 51 | ||||
Selling, general, and administrative expense | 7.1 | 8.8 | 23.3 | 28.9 | ||||
Amortization expense | 2.2 | 2.3 | 6.6 | 6.9 | ||||
Asset impairment | 0 | 0 | ||||||
Other operating expense, net | (12.3) | 0.5 | (11.4) | 3.3 | ||||
Operating (loss) income | 14.7 | 7.9 | 5 | 11.9 | ||||
Interest expense | 1.3 | 1.3 | 3.1 | 2.7 | ||||
Loss (gain) on foreign currency exchange | 0.1 | 2 | 0 | 2.9 | ||||
Other expense (income), net | (1.6) | (0.6) | (3.8) | (3.8) | ||||
(Loss) income before income taxes | 14.9 | 5.2 | 5.7 | 10.1 | ||||
Income tax (benefit) expense | (0.5) | 0.5 | (1.7) | 1.3 | ||||
Equity in net income (loss) of subsidiaries | 0 | 0 | 0 | 0 | ||||
Net (loss) income from continuing operations | 15.4 | 4.7 | 7.4 | 8.8 | ||||
Net loss from discontinued operations | 0.2 | 1.6 | 3.4 | 6.3 | ||||
Net (loss) income | $ 15.6 | $ 6.3 | $ 10.8 | $ 15.1 |
Guarantor and Non-Guarantor F_6
Guarantor and Non-Guarantor Financial Information - Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||||||||
Net (loss) income | $ (177.8) | $ (171.8) | $ (26.9) | $ 2.6 | $ (19.5) | $ (33.6) | $ (376.5) | $ (50.5) |
Other comprehensive (loss) income: | ||||||||
Foreign currency translation adjustments | (5.5) | 6.5 | 8.5 | (13) | ||||
Pension and postretirement reclassification adjustment, net of tax | 0.1 | 0.1 | 0.4 | 0.4 | ||||
Adoption of ASU 2018-02 reclassification to retained earnings | 0 | 0 | 0 | (1.1) | ||||
Other comprehensive (loss) income | (5.4) | 6.6 | 8.9 | (13.7) | ||||
Equity in other comprehensive (loss) income of subsidiaries | 0 | 0 | 0 | 0 | ||||
Comprehensive (loss) income | (183.2) | $ (20) | 9.2 | (367.6) | (64.2) | |||
Eliminations | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Net (loss) income | 88.3 | (79.2) | 87.3 | (193.3) | ||||
Other comprehensive (loss) income: | ||||||||
Foreign currency translation adjustments | 0 | 0 | 0 | 0 | ||||
Pension and postretirement reclassification adjustment, net of tax | 0 | 0 | 0 | 0 | ||||
Adoption of ASU 2018-02 reclassification to retained earnings | 0 | |||||||
Other comprehensive (loss) income | 0 | 0 | 0 | 0 | ||||
Equity in other comprehensive (loss) income of subsidiaries | 10.9 | (13.1) | (17.4) | 26.7 | ||||
Comprehensive (loss) income | 99.2 | (92.3) | 69.9 | (166.6) | ||||
Parent Company | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Net (loss) income | (177.8) | 2.6 | (376.5) | (50.5) | ||||
Other comprehensive (loss) income: | ||||||||
Foreign currency translation adjustments | 0 | 0 | 0 | 0 | ||||
Pension and postretirement reclassification adjustment, net of tax | 0 | 0 | 0 | 0 | ||||
Adoption of ASU 2018-02 reclassification to retained earnings | 0 | |||||||
Other comprehensive (loss) income | 0 | 0 | 0 | 0 | ||||
Equity in other comprehensive (loss) income of subsidiaries | (5.4) | 6.6 | 8.9 | (13.7) | ||||
Comprehensive (loss) income | (183.2) | 9.2 | (367.6) | (64.2) | ||||
Guarantor Subsidiaries | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Net (loss) income | (103.9) | 72.9 | (98.1) | 178.2 | ||||
Other comprehensive (loss) income: | ||||||||
Foreign currency translation adjustments | 0 | 0 | 0 | 0 | ||||
Pension and postretirement reclassification adjustment, net of tax | 0.1 | 0.1 | 0.4 | 0.4 | ||||
Adoption of ASU 2018-02 reclassification to retained earnings | (1.1) | |||||||
Other comprehensive (loss) income | 0.1 | 0.1 | 0.4 | (0.7) | ||||
Equity in other comprehensive (loss) income of subsidiaries | (5.5) | 6.5 | 8.5 | (13) | ||||
Comprehensive (loss) income | (109.3) | 79.5 | (89.2) | 164.5 | ||||
Non-Guarantor Subsidiaries | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Net (loss) income | 15.6 | 6.3 | 10.8 | 15.1 | ||||
Other comprehensive (loss) income: | ||||||||
Foreign currency translation adjustments | (5.5) | 6.5 | 8.5 | (13) | ||||
Pension and postretirement reclassification adjustment, net of tax | 0 | 0 | 0 | 0 | ||||
Adoption of ASU 2018-02 reclassification to retained earnings | 0 | |||||||
Other comprehensive (loss) income | (5.5) | 6.5 | 8.5 | (13) | ||||
Equity in other comprehensive (loss) income of subsidiaries | 0 | 0 | 0 | 0 | ||||
Comprehensive (loss) income | $ 10.1 | $ 12.8 | $ 19.3 | $ 2.1 |
Guarantor and Non-Guarantor F_7
Guarantor and Non-Guarantor Financial Information - Condensed Supplemental Consolidating Statement of Cash Flows (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities - continuing operations | $ 5.8 | $ 300.7 |
Net cash provided by (used in) operating activities - discontinued operations | 39.9 | (30.2) |
Net cash provided by operating activities | 45.7 | 270.5 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (85.5) | (102.1) |
Additions to intangible assets | (19.3) | (16.4) |
Intercompany transfer | 0 | 0 |
Other | 5 | 34.1 |
Net cash used in investing activities - continuing operations | (99.8) | (84.4) |
Net cash provided by (used in) investing activities - discontinued operations | 71.7 | (14.3) |
Net cash used in investing activities | (28.1) | (98.7) |
Cash flows from financing activities: | ||
Net (repayment) borrowing of debt | (136.5) | (210) |
Intercompany transfer | 0 | 0 |
Repurchases of common stock | 0 | (42.2) |
Receipts related to stock-based award activities | 0.7 | 4.7 |
Payments related to stock-based award activities | (5.5) | (3.3) |
Net cash used in financing activities - continuing operations | (141.3) | (250.8) |
Net cash provided by (used in) financing activities - discontinued operations | 0 | 0 |
Net cash used in financing activities | (141.3) | (250.8) |
Effect of exchange rate changes on cash and cash equivalents | 4.5 | (1) |
Net decrease in cash and cash equivalents | (119.2) | (80) |
Cash and cash equivalents, beginning of period | 164.3 | 132.8 |
Cash and cash equivalents, end of period | 45.1 | 52.8 |
Eliminations | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities - continuing operations | 87.3 | (194.2) |
Net cash provided by (used in) operating activities - discontinued operations | 0 | 0 |
Net cash provided by operating activities | 87.3 | (194.2) |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | 0 | 0 |
Additions to intangible assets | 0 | 0 |
Intercompany transfer | 729.4 | 204.2 |
Other | 0 | 0 |
Net cash used in investing activities - continuing operations | 729.4 | 204.2 |
Net cash provided by (used in) investing activities - discontinued operations | 0 | 0 |
Net cash used in investing activities | 729.4 | 204.2 |
Cash flows from financing activities: | ||
Net (repayment) borrowing of debt | 0 | 0 |
Intercompany transfer | (816.7) | (10) |
Repurchases of common stock | 0 | |
Receipts related to stock-based award activities | 0 | 0 |
Payments related to stock-based award activities | 0 | 0 |
Net cash used in financing activities - continuing operations | (816.7) | (10) |
Net cash provided by (used in) financing activities - discontinued operations | 0 | 0 |
Net cash used in financing activities | (816.7) | (10) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net decrease in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 |
Parent Company | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities - continuing operations | (339.9) | 97 |
Net cash provided by (used in) operating activities - discontinued operations | (15.1) | (7.7) |
Net cash provided by operating activities | (355) | 89.3 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | 0 | (2.2) |
Additions to intangible assets | (19.2) | (15.8) |
Intercompany transfer | (127.6) | (25.8) |
Other | (4.7) | 0 |
Net cash used in investing activities - continuing operations | (151.5) | (43.8) |
Net cash provided by (used in) investing activities - discontinued operations | 0 | 0 |
Net cash used in investing activities | (151.5) | (43.8) |
Cash flows from financing activities: | ||
Net (repayment) borrowing of debt | (133.7) | (208.5) |
Intercompany transfer | 578.6 | 120.8 |
Repurchases of common stock | (42.2) | |
Receipts related to stock-based award activities | 0.7 | 4.7 |
Payments related to stock-based award activities | (5.5) | (3.3) |
Net cash used in financing activities - continuing operations | 440.1 | (128.5) |
Net cash provided by (used in) financing activities - discontinued operations | 0 | 0 |
Net cash used in financing activities | 440.1 | (128.5) |
Effect of exchange rate changes on cash and cash equivalents | 4.4 | 0 |
Net decrease in cash and cash equivalents | (62) | (83) |
Cash and cash equivalents, beginning of period | 77.9 | 83.2 |
Cash and cash equivalents, end of period | 15.9 | 0.2 |
Guarantor Subsidiaries | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities - continuing operations | (106.2) | 352.7 |
Net cash provided by (used in) operating activities - discontinued operations | 51.6 | (28.8) |
Net cash provided by operating activities | (54.6) | 323.9 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (75.3) | (84.6) |
Additions to intangible assets | (0.1) | (0.6) |
Intercompany transfer | 35.6 | (162.2) |
Other | (30.8) | 35.2 |
Net cash used in investing activities - continuing operations | (70.6) | (212.2) |
Net cash provided by (used in) investing activities - discontinued operations | 71.7 | (14.3) |
Net cash used in investing activities | 1.1 | (226.5) |
Cash flows from financing activities: | ||
Net (repayment) borrowing of debt | (0.1) | (1.5) |
Intercompany transfer | 53.3 | (95.1) |
Repurchases of common stock | 0 | |
Receipts related to stock-based award activities | 0 | 0 |
Payments related to stock-based award activities | 0 | 0 |
Net cash used in financing activities - continuing operations | 53.2 | (96.6) |
Net cash provided by (used in) financing activities - discontinued operations | 0 | 0 |
Net cash used in financing activities | 53.2 | (96.6) |
Effect of exchange rate changes on cash and cash equivalents | 0.3 | (1) |
Net decrease in cash and cash equivalents | 0 | (0.2) |
Cash and cash equivalents, beginning of period | 0 | 0.2 |
Cash and cash equivalents, end of period | 0 | 0 |
Non-Guarantor Subsidiaries | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities - continuing operations | 364.6 | 45.2 |
Net cash provided by (used in) operating activities - discontinued operations | 3.4 | 6.3 |
Net cash provided by operating activities | 368 | 51.5 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (10.2) | (15.3) |
Additions to intangible assets | 0 | 0 |
Intercompany transfer | (637.4) | (16.2) |
Other | 40.5 | (1.1) |
Net cash used in investing activities - continuing operations | (607.1) | (32.6) |
Net cash provided by (used in) investing activities - discontinued operations | 0 | 0 |
Net cash used in investing activities | (607.1) | (32.6) |
Cash flows from financing activities: | ||
Net (repayment) borrowing of debt | (2.7) | 0 |
Intercompany transfer | 184.8 | (15.7) |
Repurchases of common stock | 0 | |
Receipts related to stock-based award activities | 0 | 0 |
Payments related to stock-based award activities | 0 | 0 |
Net cash used in financing activities - continuing operations | 182.1 | (15.7) |
Net cash provided by (used in) financing activities - discontinued operations | 0 | 0 |
Net cash used in financing activities | 182.1 | (15.7) |
Effect of exchange rate changes on cash and cash equivalents | (0.2) | 0 |
Net decrease in cash and cash equivalents | (57.2) | 3.2 |
Cash and cash equivalents, beginning of period | 86.4 | 49.4 |
Cash and cash equivalents, end of period | $ 29.2 | $ 52.6 |
Uncategorized Items - thsq32019
Label | Element | Value |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | us-gaap_RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability | $ 252,500,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 400,000 |
AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (1,100,000) |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 1,500,000 |