Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 31, 2020 | Jun. 28, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 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, $.01 par value | ||
Trading Symbol | THS | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 3,021.3 | ||
Entity Common Stock, Shares Outstanding | 56,219,349 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held on April 30, 2020 are incorporated by reference into Part III of this Form 10-K | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001320695 | ||
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 202.3 | $ 164.3 |
Receivables, net of allowance for doubtful accounts of $0.9 and $1.0 | 270.6 | 351.3 |
Inventories | 544 | 615.6 |
Prepaid expenses and other current assets | 44.5 | 61 |
Assets held for sale | 27 | 0 |
Assets of discontinued operations | 131.1 | 485.8 |
Total current assets | 1,219.5 | 1,678 |
Property, plant, and equipment, net | 1,045.2 | |
Property, plant, and equipment, net | 1,142.3 | |
Operating lease right-of-use assets | 175.3 | |
Goodwill | 2,107.3 | 2,107.9 |
Intangible assets, net | 554.7 | 656.4 |
Other assets, net | 37.4 | 44.7 |
Total assets | 5,139.4 | 5,629.3 |
Current liabilities: | ||
Accounts payable | 508.4 | 577.9 |
Accrued expenses | 273.2 | 252.5 |
Current portion of long-term debt | 15.3 | 1.2 |
Liabilities of discontinued operations | 16.5 | 6 |
Total current liabilities | 813.4 | 837.6 |
Total long-term debt | 2,091.7 | 2,297.4 |
Operating lease liabilities | 158.5 | |
Deferred income taxes | 101.5 | 166.1 |
Other long-term liabilities | 143.4 | 168.2 |
Total liabilities | 3,308.5 | 3,469.3 |
Commitments and contingencies (Note 20) | ||
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 | 2,154.6 | 2,135.8 |
(Accumulated deficit) Retained earnings | (157) | 204 |
Accumulated other comprehensive loss | (84) | (97.1) |
Stockholders’ equity | 1,830.9 | 2,160 |
Total liabilities and stockholders’ equity | $ 5,139.4 | $ 5,629.3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Receivables, net of allowance for doubtful accounts of $0.9 and $1.0 | $ 0.9 | $ 1 |
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 56,200,000 | 56,200,000 |
Common stock, shares outstanding | 56,000,000 | 56,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Income Statement [Abstract] | ||||
Net sales | $ 4,288.9 | $ 4,587.8 | $ 4,852.6 | |
Cost of sales | 3,492.1 | 3,695.6 | 3,874.5 | |
Gross profit | 796.8 | 892.2 | 978.1 | |
Operating expenses: | ||||
Selling and distribution | 256.9 | 328.5 | 345.5 | |
General and administrative | 253.2 | 264.4 | 283.7 | |
Amortization expense | 74.1 | 80.2 | 85.5 | |
Asset impairment | 129.1 | 0 | 59 | |
Other operating expense, net | 99.6 | 135.7 | 125.2 | |
Total operating expenses | 812.9 | 808.8 | 898.9 | |
Operating (loss) income | (16.1) | 83.4 | 79.2 | |
Other expense (income): | ||||
Interest expense | 102.4 | 107.8 | 122.4 | |
(Gain) loss on foreign currency exchange | (3.5) | 8.6 | (5) | |
Other expense (income), net | 40.8 | 24.6 | (9.7) | |
Total other expense | 139.7 | 141 | 107.7 | |
Loss before income taxes | (155.8) | (57.6) | (28.5) | |
Income tax benefit | (45.5) | (11.4) | (139.8) | |
Net (loss) income from continuing operations | (110.3) | (46.2) | 111.3 | |
Net loss from discontinued operations | (250.7) | (18.2) | (390.8) | |
Net loss | $ (361) | $ (64.4) | $ (279.5) | |
Earnings (loss) per common share - basic: | ||||
Continuing operations (in usd per share) | $ (1.96) | $ (0.83) | $ 1.95 | |
Discontinued operations (in usd per share) | (4.46) | (0.33) | (6.84) | |
Net loss per share basic (in usd per share) | [1] | (6.42) | (1.15) | (4.89) |
Earnings (loss) per common share - diluted: | ||||
Continuing operations (in usd per share) | (1.96) | (0.83) | 1.93 | |
Discontinued operations (in usd per share) | (4.46) | (0.33) | (6.78) | |
Net loss per share diluted (in usd per share) | [1] | $ (6.42) | $ (1.15) | $ (4.85) |
Weighted average common shares: | ||||
Basic (in shares) | 56.2 | 56 | 57.1 | |
Diluted (in shares) | 56.2 | 56 | 57.6 | |
[1] | The sum of the individual per share amounts may not add due to rounding. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||||||||||
Net loss | $ 15.5 | $ (177.8) | $ (171.8) | $ (26.9) | $ (13.9) | $ 2.6 | $ (19.5) | $ (33.6) | $ (361) | $ (64.4) | $ (279.5) |
Other comprehensive income (loss), net of tax: | |||||||||||
Foreign currency translation adjustments | 12.3 | (34.5) | 32.2 | ||||||||
Pension and postretirement adjustment | 0.8 | 0 | 7.6 | ||||||||
Adoption of ASU 2018-02 reclassification to retained earnings | 0 | (1.1) | 0 | ||||||||
Other comprehensive income (loss) | 13.1 | (35.6) | 39.8 | ||||||||
Comprehensive loss | $ (347.9) | $ (100) | $ (239.7) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss | |
Balance (in shares) at Dec. 31, 2016 | [1] | 56,800,000 | |||||
Beginning balance at Dec. 31, 2016 | [1] | $ 2,517.7 | $ 0.6 | $ 2,071.9 | $ 546.5 | $ (101.3) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (279.5) | (279.5) | |||||
Other comprehensive income | 39.8 | 39.8 | |||||
Treasury stock repurchases (in shares) | (600,000) | (600,000) | |||||
Treasury stock repurchases | (28.7) | $ (28.7) | |||||
Equity awards exercised (in shares) | 400,000 | ||||||
Equity awards exercised | 5.1 | 5.1 | |||||
Stock-based compensation | 30 | 30 | |||||
Balance (in shares) at Dec. 31, 2017 | 57,200,000 | (600,000) | |||||
Ending balance at Dec. 31, 2017 | 2,284.4 | $ 0.6 | 2,107 | 267 | $ (28.7) | (61.5) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (64.4) | (64.4) | |||||
Other comprehensive income | (34.5) | (34.5) | |||||
Treasury stock repurchases (in shares) | (1,200,000) | (1,200,000) | |||||
Treasury stock repurchases | (54.6) | $ (54.6) | |||||
Equity awards exercised (in shares) | 600,000 | ||||||
Equity awards exercised | (3.6) | (3.6) | |||||
Stock-based compensation | 32.4 | 32.4 | |||||
Balance (in shares) at Dec. 31, 2018 | 57,800,000 | (1,800,000) | |||||
Ending 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 | (361) | (361) | |||||
Other comprehensive income | 13.1 | 13.1 | |||||
Treasury stock repurchases (in shares) | 0 | ||||||
Equity awards exercised (in shares) | 200,000 | ||||||
Equity awards exercised | (5) | (5) | |||||
Stock-based compensation | 23.8 | 23.8 | |||||
Balance (in shares) at Dec. 31, 2019 | 58,000,000 | (1,800,000) | |||||
Ending balance at Dec. 31, 2019 | $ 1,830.9 | $ 0.6 | $ 2,154.6 | $ (157) | $ (83.3) | $ (84) | |
[1] | (1) The retained earnings balance has been revised from the amounts previously reported as a result of the change in Pickles inventory valuation method from LIFO to FIFO. Refer to Note 7 for additional information. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net loss | $ (361,000,000) | $ (64,400,000) | $ (279,500,000) |
Net loss from discontinued operations | (250,700,000) | (18,200,000) | (390,800,000) |
Net (loss) income from continuing operations | (110,300,000) | (46,200,000) | 111,300,000 |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 210,600,000 | 225,200,000 | 232,900,000 |
Asset impairment | 129,100,000 | 0 | 59,000,000 |
Stock-based compensation | 22,600,000 | 30,700,000 | 28,200,000 |
(Gain) loss on divestitures | 0 | (14,300,000) | 86,000,000 |
Unrealized loss (gain) on derivative contracts | 47,000,000 | 22,500,000 | (2,300,000) |
Deferred income taxes | (63,300,000) | (16,800,000) | (130,100,000) |
Other, net | (500,000) | 25,200,000 | 4,000,000 |
Changes in operating assets and liabilities, net of effect of divestitures and acquisitions: | |||
Receivables | 80,600,000 | (29,100,000) | 103,300,000 |
Inventories | 65,500,000 | 50,600,000 | 23,700,000 |
Prepaid expenses and other assets | 7,100,000 | 32,500,000 | (18,900,000) |
Accounts payable | (80,900,000) | 106,100,000 | (9,600,000) |
Accrued expenses and other liabilities | (43,600,000) | 85,700,000 | (21,800,000) |
Net cash provided by operating activities - continuing operations | 263,900,000 | 472,100,000 | 465,700,000 |
Net cash provided by operating activities - discontinued operations | 43,800,000 | 33,700,000 | 40,300,000 |
Net cash provided by operating activities | 307,700,000 | 505,800,000 | 506,000,000 |
Cash flows from investing activities: | |||
Additions to property, plant, and equipment | (122,700,000) | (155,000,000) | (135,500,000) |
Additions to intangible assets | (24,100,000) | (22,400,000) | (26,100,000) |
Proceeds from sale of fixed assets | 4,800,000 | 5,700,000 | 8,400,000 |
Proceeds from divestitures | 0 | 30,800,000 | 18,800,000 |
Other | 2,700,000 | (1,500,000) | (1,200,000) |
Net cash used in investing activities - continuing operations | (139,300,000) | (142,400,000) | (135,600,000) |
Net cash provided by (used in) investing activities - discontinued operations | 71,200,000 | (18,500,000) | (24,200,000) |
Net cash used in investing activities | (68,100,000) | (160,900,000) | (159,800,000) |
Cash flows from financing activities: | |||
Borrowings under Revolving Credit Facility | 194,100,000 | 108,700,000 | 676,900,000 |
Payments under Revolving Credit Facility | (194,100,000) | (108,700,000) | (846,900,000) |
Repurchases of 2022 and 2024 Notes | 0 | (196,200,000) | 0 |
Proceeds from refinanced Term Loans | 0 | 0 | 1,400,000,000 |
Payment on other long-term debt | 0 | 0 | (300,000) |
Payments on finance lease obligations and other debt | (1,900,000) | (1,200,000) | (2,300,000) |
Payment of deferred financing costs | 0 | (2,400,000) | (4,900,000) |
Payments on Term Loans | (200,000,000) | (56,500,000) | (1,477,300,000) |
Repurchases of common stock | 0 | (54,600,000) | (28,700,000) |
Receipts related to stock-based award activities | 700,000 | 4,700,000 | 12,100,000 |
Payments related to stock-based award activities | (5,700,000) | (8,400,000) | (6,900,000) |
Other | 0 | 3,600,000 | 0 |
Net cash used in financing activities - continuing operations | (206,900,000) | (311,000,000) | (278,300,000) |
Net cash (used in) provided by financing activities - discontinued operations | 0 | 0 | 0 |
Net cash used in financing activities | (206,900,000) | (311,000,000) | (278,300,000) |
Effect of exchange rate changes on cash and cash equivalents | 5,300,000 | (2,400,000) | 2,800,000 |
Net increase in cash and cash equivalents | 38,000,000 | 31,500,000 | 70,700,000 |
Cash and cash equivalents, beginning of year | 164,300,000 | 132,800,000 | 62,100,000 |
Cash and cash equivalents, end of year | 202,300,000 | 164,300,000 | 132,800,000 |
Supplemental cash flow disclosures | |||
Interest paid | 110,200,000 | 118,200,000 | 115,400,000 |
Net income taxes (refunded) paid | (7,300,000) | (7,000,000) | 12,400,000 |
Non-cash investing activities: | |||
Accrued purchase of property and equipment | 28,800,000 | 19,800,000 | 19,300,000 |
Accrued other intangible assets | 3,200,000 | $ 6,100,000 | $ 3,200,000 |
Right-of-use assets and operating lease obligations recognized at / after ASU 2016-02 transition | $ 13,100,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation — The Consolidated Financial Statements include the accounts of TreeHouse Foods, Inc. and its 100% owned direct and indirect subsidiaries (the “Company,” “TreeHouse,” “we,” “us,” or “our”). All intercompany balances and transactions are eliminated in consolidation. Discontinued Operations — Beginning in the third quarter of 2019, the Company determined that both its Snacks division and its Ready-to-eat ("RTE") Cereal business met the discontinued operations criteria in Accounting Standards Codification ("ASC") 205-20-45 and were classified as discontinued operations. As such, both businesses have been excluded from continuing operations and segment results for all periods presented. Refer to Note 8 for additional information. 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 22 for additional information. Use of Estimates — The preparation of our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to use judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from these estimates. Cash Equivalents — We consider temporary cash investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2019 and 2018 , $72.7 million and $86.4 million , respectively, represents cash and equivalents held in foreign jurisdictions, in local currencies, that are convertible into other currencies. Inventories — Inventories are stated at the lower of cost or net realizable value. As of April 1, 2019, all the Company's inventory is valued using the FIFO method. The costs of finished goods inventories include raw materials, labor, and overhead costs. 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-K has been recast to apply the FIFO method retrospectively. Refer to Note 7 for additional information. Property, Plant, and Equipment — Property, plant, and equipment are stated at acquisition cost, plus capitalized interest on borrowings during the actual construction period of major capital projects. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets as follows: Asset Useful Life Buildings and improvements 12-40 years Machinery and equipment 3-15 years Office furniture and equipment 3-12 years We perform impairment tests when circumstances indicate that the carrying value of an asset may not be recoverable. Finance leases are amortized over the shorter of their lease term or their estimated useful lives, and amortization expense is included in depreciation expense. Expenditures for repairs and maintenance, which do not improve or extend the life of the assets, are expensed as incurred. Intangible and Other Assets — Identifiable intangible assets with finite lives are amortized over their estimated useful lives as follows: Asset Useful Life Customer-related 5 to 20 years Trademarks 10 to 20 years Non-competition agreements Based on the terms of the agreements Deferred financing costs associated with line-of-credit arrangements Based on the terms of the agreements Formulas/recipes 5 to 7 years Computer software 3 to 10 years All amortization expense related to intangible assets is recorded in Amortization expense in the Consolidated Statements of Operations. Indefinite lived trademarks are evaluated for impairment annually in the fourth quarter or more frequently, if events or changes in circumstances indicate that the asset might be impaired. Impairment is indicated when their book value exceeds fair value. If the fair value of an evaluated asset is less than its book value, the asset is written down to fair value, which is generally based on its discounted future cash flows. Amortizable intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an evaluation of the undiscounted cash flows indicates impairment, the asset is written down to its estimated fair value, which is generally based on discounted future cash flows. Goodwill is evaluated annually in the fourth quarter or more frequently, if events or changes in circumstances require an interim assessment. We assess goodwill for impairment (as of December 31) at the reporting unit level using income and market approaches, employing significant assumptions regarding growth, discount rates, and profitability at each reporting unit. Our estimates under the income approach are determined based on a discounted cash flow model. The market approach uses a market multiple methodology employing earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and applies a range of multiples to those amounts in determining the indicated fair value. In determining the multiples used in this approach, we obtain the multiples for selected peer companies using the most recent publicly available information. In determining the indicated fair value of each reporting unit, the Company concludes based on the income approach, and uses the market approach to corroborate, as the Company believes the income approach is the most reliable indicator of the fair value of the reporting units. The resulting value is then compared to the carrying value of each reporting unit to determine if impairment is necessary. Stock-Based Compensation — We measure compensation expense for our equity awards at their grant date fair value. The resulting expense is recognized over the relevant service period. Accounts Receivable — We provide credit terms to customers in-line with industry standards, perform ongoing credit evaluations of our customers, and maintain allowances for potential credit losses based on historical experience. Customer balances are written off after all collection efforts are exhausted. Estimated product returns, which have not been material, are deducted from sales at the time of shipment. Employment-Related Benefits — We provide a range of benefits to our employees, including pension and postretirement benefits to our eligible employees and retirees. We record annual amounts relating to these plans based on calculations specified by GAAP, which include various actuarial assumptions, such as discount rates, assumed investment rates of return, compensation increases, employee turnover rates, and health care cost trend rates. We review our actuarial assumptions on an annual basis and make modifications to the assumptions based on current rates and trends when appropriate. Workers' Compensation — The measurement of the liability for our cost of providing these benefits is largely based upon loss development factors that contemplate a number of variables, including claims history and expected trends. These loss development factors are based on industry factors and, along with the estimated liabilities, are developed by us in consultation with external insurance brokers and actuaries. Changes in loss development factors, claims history, and cost trends could result in substantially different results in the future. Income Taxes — The provision for income taxes includes federal, foreign, state, and local income taxes currently payable, and those deferred because of temporary differences between the financial statement and tax bases of assets and liabilities. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using enacted tax rates. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred income tax expenses or credits are based on the changes in the asset or liability from period to period. We account for uncertain tax positions using a “more-likely-than-not” threshold. A tax benefit from an uncertain tax position is recognized if it is more-likely-than-not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position, or the statute of limitations concerning such issues lapses. Foreign Currency Translation and Transactions — The functional currency of the Company’s foreign operations is the applicable local currency. The functional currency is translated into U.S. dollars for balance sheet accounts using currency exchange rates in effect as of the balance sheet date, and for revenue and expense accounts using a weighted-average exchange rate during the fiscal year. The translation adjustments are deferred as a separate component of Stockholders’ equity in Accumulated other comprehensive loss. Gains or losses resulting from transactions denominated in foreign currencies and intercompany debt that is not of a long-term investment nature are included in (Gain) loss on foreign currency exchange in the Consolidated Statements of Operations. Gains or losses resulting from intercompany debt that is designated a long-term investment are recorded as a separate component of Stockholders' equity in Accumulated other comprehensive loss. Restructuring Expenses — Restructuring charges principally consist of severance and other employee separation costs, contract termination costs, accelerated depreciation, professional fees, and certain long-lived asset impairments. The Company recognizes restructuring obligations and liabilities for exit and disposal activities at fair value in the period the liability is incurred. One-time employee termination benefits for employee severance costs are expensed evenly starting at the communication date over the period during which the employee is required to render service to receive the severance. Ongoing benefit arrangements for employee severance costs are expensed when they become probable and reasonably estimable. Depreciation expense related to assets that will be disposed of or idled as a part of the restructuring activity is accelerated through the expected date of the asset shut down. Restructuring charges are incurred as a component of Operating (loss) income . Research and Development Costs — We record research and development charges to expense as they are incurred and report them in General and administrative expense in our Consolidated Statements of Operations. Expenditures totaled $18.8 million , $19.2 million , and $27.8 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. Advertising Costs —Advertising costs are expensed as incurred and reported in Selling and distribution expense of our Consolidated Statements of Operations. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Pronouncements | 2. RECENTLY ISSUED 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 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 Consolidated Statements of Operations or Cash Flows. Refer to Note 4 for additional information regarding the Company's leases. |
Restructuring Programs
Restructuring Programs | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2019 2018 2017 (In millions) TreeHouse 2020 $ 89.5 $ 118.4 $ 51.4 Structure to Win 15.9 44.1 — Other restructuring and plant closing costs — 4.2 22.2 Total Restructuring Programs $ 105.4 $ 166.7 $ 73.6 Expenses associated with these programs are recorded in Cost of sales , General and administrative , and Other operating expense, net in the 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. See Note 22 for more information. Below is a summary of costs by line item for the Restructuring Programs: Year Ended December 31, 2019 2018 2017 (In millions) Cost of sales $ 4.4 $ 13.3 $ 35.5 General and administrative 1.7 4.3 — Other operating expense, net 99.3 149.1 38.1 Total $ 105.4 $ 166.7 $ 73.6 The table below presents the exit cost liability activity as of December 31, 2019 : Severance Other Costs Total Liabilities (In millions) Balance as of December 31, 2018 $ 19.3 $ 2.6 $ 21.9 Expenses recognized 9.1 — 9.1 Cash payments (22.8 ) — (22.8 ) Reclassification due to adoption of ASU 2016-02 — (2.6 ) (2.6 ) Balance as of December 31, 2019 $ 5.6 $ — $ 5.6 Liabilities as of December 31, 2019 associated with total exit cost reserves relate to severance. The severance liability is included in Accrued expenses in the 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 Full Facility Closure Primary Products Produced Primary Segment(s) 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 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: Year Ended December 31, Cumulative Costs To Date Total Expected Costs 2019 2018 2017 (In millions) Asset-related $ 2.9 $ 9.2 $ 33.0 $ 45.1 $ 45.1 Employee-related 10.8 36.2 9.1 56.1 57.3 Other costs 75.8 73.0 9.3 158.1 184.4 Total $ 89.5 $ 118.4 $ 51.4 $ 259.3 $ 286.8 For the years ended December 31, 2019 , 2018, and 2017, asset-related primarily consisted of accelerated depreciation; employee-related costs primarily consisted of dedicated project employee cost, severance, and retention; and other costs primarily consisted of consulting costs. Asset-related costs are included in Cost of sales while employee-related and other costs are primarily included in Other operating expense, net of the Consolidated Statements 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: Year Ended December 31, Cumulative Costs To Date Total Expected Costs 2019 2018 (In millions) Asset-related $ 1.8 $ 2.1 $ 4.0 $ 4.0 Employee-related 4.8 21.4 26.1 26.2 Other costs 9.3 20.6 29.9 30.2 Total $ 15.9 $ 44.1 $ 60.0 $ 60.4 For the years ended December 31, 2019 and 2018 , asset-related costs primarily consisted of accelerated depreciation, employee-related costs primarily consisted of severance and retention, 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 Consolidated Statements of Operations. There were no costs related to this program during the year ended December 31, 2017. 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. 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 Consolidated Statements of Operations, with the exception of asset-related costs, which are recorded in Cost of sales . Below is a summary of costs by type associated with the other restructuring and plant closing costs: Year Ended December 31, 2018 2017 (In millions) Asset-related $ 1.3 $ 1.3 Employee-related — 3.2 Other closure costs 0.3 11.8 Total $ 1.6 $ 16.3 For the year ended December 31, 2018 , asset-related costs primarily consisted of inventory dispositions. For the year ended December 31, 2017 , asset-related costs consisted of accelerated depreciation; employee-related costs primarily consisted of severance; and other costs primarily consisted of third-party costs. Asset-related costs are included in Cost of sales and employee-related and other closure costs are recorded in Other operating expense, net in the Consolidated Statements of Operations. There were no costs associated with other restructuring and plant closing costs for the year ended December 31, 2019. Charges related to other cost reduction activities that are not related to our plant closings above totaled $2.6 million and $5.9 million |
Leases
Leases | 12 Months Ended |
Dec. 31, 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 December 31, 2019 (In millions) Assets Operating Operating lease right-of-use assets $ 175.3 Finance Property, plant, and equipment, net 3.9 Total assets $ 179.2 Liabilities Current liabilities Operating Accrued expenses $ 32.0 Finance Current portion of long-term debt 1.3 Total current liabilities 33.3 Noncurrent liabilities Operating Operating lease liabilities 158.5 Finance Long-term debt 2.6 Total noncurrent liabilities 161.1 Total lease liabilities $ 194.4 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 Company grouped the leases into portfolios by remaining lease term. As of December 31, 2019 , the weighted-average discount rates for the Company's operating and finance leases were 4.7% and 3.5% , 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 December 31, 2019 , the weighted-average remaining term of the Company's operating and finance leases was 7.9 years and 3.2 years, respectively. The components of lease expense were as follows: Statement of Operations Classification Year Ended (In millions) Operating lease cost Cost of sales and General and administrative $ 46.6 Finance lease cost: Amortization of right-of-use assets Cost of sales and General and administrative 1.8 Interest on lease liabilities Interest expense 0.1 Total finance lease cost 1.9 Variable lease cost (1) Cost of sales and General and administrative 9.3 Net lease cost $ 57.8 (1) Includes short-term leases, which are immaterial. Rent expense under operating leases was $51.6 million and $50.2 million as of December 31, 2018 and 2017, respectively. As of December 31, 2019, future maturities of lease liabilities were as follows: Operating Leases (1) Finance Leases (In millions) 2020 $ 39.5 $ 1.4 2021 34.4 1.3 2022 27.6 0.9 2023 23.9 0.3 2024 18.4 0.2 Thereafter 90.4 — Total lease payments 234.2 4.1 Less: Interest (43.7 ) (0.2 ) Present value of lease liabilities $ 190.5 $ 3.9 (1) Operating lease payments include $3.3 million related to options to extend lease terms that are reasonably certain of being exercised. As of December 31, 2018, the composition of capital leases, which are reflected as Property, plant, and equipment in the Consolidated Balance Sheets, is as follows: December 31, 2018 (in millions) Machinery and equipment $ 5.1 Less accumulated amortization (3.2 ) Total $ 1.9 Other information related to leases were as follows: Year Ended (In millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 42.0 Operating cash flows from finance leases 0.1 Financing cash flows from finance leases 1.9 |
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 December 31, 2019 (In millions) Assets Operating Operating lease right-of-use assets $ 175.3 Finance Property, plant, and equipment, net 3.9 Total assets $ 179.2 Liabilities Current liabilities Operating Accrued expenses $ 32.0 Finance Current portion of long-term debt 1.3 Total current liabilities 33.3 Noncurrent liabilities Operating Operating lease liabilities 158.5 Finance Long-term debt 2.6 Total noncurrent liabilities 161.1 Total lease liabilities $ 194.4 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 Company grouped the leases into portfolios by remaining lease term. As of December 31, 2019 , the weighted-average discount rates for the Company's operating and finance leases were 4.7% and 3.5% , 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 December 31, 2019 , the weighted-average remaining term of the Company's operating and finance leases was 7.9 years and 3.2 years, respectively. The components of lease expense were as follows: Statement of Operations Classification Year Ended (In millions) Operating lease cost Cost of sales and General and administrative $ 46.6 Finance lease cost: Amortization of right-of-use assets Cost of sales and General and administrative 1.8 Interest on lease liabilities Interest expense 0.1 Total finance lease cost 1.9 Variable lease cost (1) Cost of sales and General and administrative 9.3 Net lease cost $ 57.8 (1) Includes short-term leases, which are immaterial. Rent expense under operating leases was $51.6 million and $50.2 million as of December 31, 2018 and 2017, respectively. As of December 31, 2019, future maturities of lease liabilities were as follows: Operating Leases (1) Finance Leases (In millions) 2020 $ 39.5 $ 1.4 2021 34.4 1.3 2022 27.6 0.9 2023 23.9 0.3 2024 18.4 0.2 Thereafter 90.4 — Total lease payments 234.2 4.1 Less: Interest (43.7 ) (0.2 ) Present value of lease liabilities $ 190.5 $ 3.9 (1) Operating lease payments include $3.3 million related to options to extend lease terms that are reasonably certain of being exercised. As of December 31, 2018, the composition of capital leases, which are reflected as Property, plant, and equipment in the Consolidated Balance Sheets, is as follows: December 31, 2018 (in millions) Machinery and equipment $ 5.1 Less accumulated amortization (3.2 ) Total $ 1.9 Other information related to leases were as follows: Year Ended (In millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 42.0 Operating cash flows from finance leases 0.1 Financing cash flows from finance leases 1.9 |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 5. REVENUE RECOGNITION We manufacture and sell food and beverage products to retailers, distributors, food manufacturers, and the foodservice business. Revenue recognition is completed on a point in time basis when product control is transferred to the customer. In general, control transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms. Customer contracts generally do not include more than one performance obligation and the performance obligations in our contracts are satisfied within one year. No payment terms beyond one year are granted at contract inception. Most contracts also include some form of variable consideration. The most common forms of variable consideration include discounts, rebates, and sales returns and allowances. Variable consideration is treated as a reduction in revenue when product revenue is recognized. Depending on the specific type of variable consideration, we use either the expected value or most likely amount method to determine the variable consideration. The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience, and any recent changes in the market. The Company does not have significant deferred revenue or unbilled receivable balances arising from transactions with customers. We do not capitalize contract inception costs, as contracts are one year or less. The Company does not incur significant fulfillment costs requiring capitalization. Shipping and handling costs associated with outbound freight are included within Selling and distribution expenses and are accounted for as a fulfillment cost as incurred, including shipping and handling costs after control over a product has transferred to a customer. Shipping and handling costs recorded as a component of selling and distribution expense were approximately $148.3 million , $199.2 million , and $184.8 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. In addition, any taxes collected on behalf of government authorities are excluded from net revenues. Segment revenue disaggregated by product category groups are as follows: Year Ended December 31, 2019 2018 2017 (In millions) Retail bakery $ 625.7 $ 685.5 $ 713.7 Baked products 839.5 865.9 866.7 Total Baked Goods 1,465.2 1,551.4 1,580.4 Beverages 672.0 708.0 745.4 Beverage enhancers 280.4 300.4 328.0 Total Beverages 952.4 1,008.4 1,073.4 Dressings and sauces 917.4 958.2 979.0 Pickles 262.9 294.3 321.6 Pasta and dry dinners 451.7 529.5 571.8 Cereals and other meals (1) 239.3 246.0 321.6 Total Meal Solutions 1,871.3 2,028.0 2,194.0 Unallocated net sales (2) — — 4.8 Total net sales $ 4,288.9 $ 4,587.8 $ 4,852.6 (1) On May 22, 2017, the Company sold the soup and infant feeding business ("SIF"). Included within this category was $59.5 million of SIF related sales for the twelve months ended December 31, 2017. |
Receivables Sales Program
Receivables Sales Program | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Receivables Sales Program | 6. RECEIVABLES SALES PROGRAM In December 2017 and June 2019, the Company entered into agreements to sell certain trade accounts receivable to two unrelated, third-party financial institutions (collectively, the “Receivables Sales Program”). The agreements can be terminated by either party with 60 days ' notice. The Company has no retained interest in the receivables sold under the 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 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 Consolidated Statements of Cash Flows. The outstanding amount of accounts receivable sold under the Receivables Sales Program was $243.0 million and $177.0 million as of December 31, 2019 and December 31, 2018 , respectively. The loss on sale of receivables was $4.3 million , $3.8 million , and $0.2 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively, and is included in Other expense (income), net in the Consolidated Statements of Operations. The Company has not recognized any servicing assets or liabilities as of December 31, 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 December 31, 2019 and December 31, 2018 , the Company had collected but not yet remitted to the financial institutions $158.3 million and $119.3 million , respectively. These amounts were included in Accounts payable in the Consolidated Balance Sheets. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | 7. INVENTORIES December 31, 2019 2018 (In millions) Raw materials and supplies $ 205.5 $ 234.2 Finished goods 338.5 381.4 Total inventories $ 544.0 $ 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 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-K 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 Consolidated Statements of Operations and Comprehensive Loss is summarized below: Year Ended December 31, 2018 Year Ended December 31, 2017 As Reported Adjustment As Adjusted As Reported Adjustment As Adjusted (In millions, except per share data) Cost of sales $ 3,691.6 $ 4.0 $ 3,695.6 $ 3,879.3 $ (4.8 ) $ 3,874.5 Operating income (loss) 87.4 (4.0 ) 83.4 74.4 4.8 79.2 Income tax benefit (10.4 ) (1.0 ) (11.4 ) (137.9 ) (1.9 ) (139.8 ) Net (loss) income from continuing operations (43.2 ) (3.0 ) (46.2 ) 104.5 6.8 111.3 Comprehensive (loss) income (97.0 ) (3.0 ) (100.0 ) (246.5 ) 6.8 (239.7 ) Net (loss) earnings per common share from continuing operations - basic $ (0.78 ) $ (0.05 ) $ (0.83 ) $ 1.83 $ 0.12 $ 1.95 Net (loss) earnings per common share from continuing operations - diluted $ (0.78 ) $ (0.05 ) $ (0.83 ) $ 1.81 $ 0.12 $ 1.93 The impact of the change on the Company's Consolidated Balance Sheets as of December 31, 2018 is as follows: Year Ended 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 and Oth
Discontinued Operations and Other Divestitures | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Other Divestitures | 8. DISCONTINUED OPERATIONS AND OTHER DIVESTITURES Discontinued Operations Snacks During the second quarter of 2019, due to changes in market price expectations for the sale of the Company's Snacks 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. These impairment charges are included in Net loss from discontinued operations in the Consolidated Statements of Operations. On August 1, 2019, the Company completed the sale of our Snacks division to Atlas Holdings, LLC. ("Atlas") for $90 million in cash, subject to customary purchase price adjustments. The Company classified the proceeds within Net cash 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 $98.4 million , which is recognized as a component of Net loss from discontinued operations in the Consolidated Statements of Operations. For tax purposes, the sale has resulted in an estimated capital loss of $586.9 million . As a result, we have established a deferred tax asset of $149.3 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 division operated three plants located in Robersonville, North Carolina; El Paso, Texas; and Dothan, Alabama. A fourth plant in Minneapolis, Minnesota was not included with the sale and closed during the third quarter of 2019. The Company entered into a Transition Services Agreement ("TSA") with Atlas, which is designed to ensure and facilitate an orderly transfer of business operations. The services provided under the TSA 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. The income received under the TSA was not material for the year ended December 31, 2019 and is primarily classified within General and administrative expenses or Cost of sales in the Company's Consolidated Statements of Operations depending on the functions being supported by the Company. 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, which until that time had been a component of the Baked Goods reporting segment. The sale of this business is part of the Company's strategy to pursue portfolio optimization. On December 19, 2020, the Federal Trade Commission ("FTC") objected to the sale to Post. On December 23, 2019, the Company and Post then extended the sale agreement until January 31, 2020. On January 13, 2020, the sale to Post was terminated and the Company announced its intention to pursue a sale of the RTE business to alternative buyers. The Company continues to classify the RTE Cereal business as a discontinued operation as of December 31, 2019. The expected disposal loss for the RTE Cereal business is remeasured each quarter at the lower of carrying value or estimated fair value less costs to sell and is included in the valuation allowance in the balance sheet. The Company has recognized the expected disposal loss as an impairment charge of $74.5 million during the year ended December 31, 2019. The impairment is classified as a component of Net loss from discontinued operations in the Consolidated Statements of Operations. Completion of the sale may be for amounts that could be significantly different from the current fair value estimate. The Company's estimate of fair value will be evaluated and recognized each reporting period until the divestiture is complete. The Company has reflected the Snacks division (through the date of sale) and RTE Cereal business as discontinued operations for all periods presented. Unless otherwise noted, amounts and disclosures throughout these Notes to Consolidated Financial Statements relate to the Company's continuing operations. Results of discontinued operations were as follows: Year Ended December 31, 2019 2018 2017 (in millions) Net sales $ 638.0 $ 1,226.6 $ 1,454.1 Cost of sales 619.5 1,167.4 1,346.9 Selling, general, administrative and other operating expenses 55.2 78.7 103.6 Asset impairment 141.0 — 490.7 Loss on sale of business 98.4 — — Operating loss from discontinued operations (276.1 ) (19.5 ) (487.1 ) Interest and other expense 7.7 11.7 4.1 Income tax benefit (33.1 ) (13.0 ) (100.4 ) Net loss from discontinued operations $ (250.7 ) $ (18.2 ) $ (390.8 ) Assets and liabilities of discontinued operations presented in the Consolidated Balance Sheets as of December 31, 2019 and 2018 include the following: December 31, 2019 December 31, 2018 (in millions) Inventories $ 41.6 $ 248.2 Prepaid expenses and other assets — 8.2 Property, plant, and equipment, net 64.4 132.1 Operating lease right-of-use assets 7.5 — Goodwill 53.5 53.5 Intangible assets 38.6 43.8 Valuation allowance (74.5 ) — Total assets of discontinued operations $ 131.1 $ 485.8 Accrued expenses and other liabilities $ 8.3 $ 6.0 Operating lease liabilities 8.2 — Total liabilities of discontinued operations $ 16.5 $ 6.0 Other Divestitures In-Store Bakery Facilities During the fourth quarter of 2019, the Company reached the decision to sell two of its In-Store Bakery facilities located in Fridley, Minnesota and Lodi, California, which manufacture breads, rolls, and cakes for in-store retail bakeries and foodservice customers. These two facilities are included within the Baked Goods reporting segment. The Company determined the associated assets met the held for sale accounting criteria as of December 31, 2019 and were classified accordingly in the Consolidated Balance Sheets. These two facilities did not meet the criteria to be presented as a discontinued operation. The disposal group was measured at fair value, and the Company recognized the expected disposal loss as an impairment charge of $41.1 million during the year ended December 31, 2019, as the fair value was determined to be less than the carrying value of the associated assets, including the related goodwill. The impairment is recognized within Asset impairment in the Consolidated Statements of Operations. On January 10, 2020, the Company entered into a definitive agreement to sell these facilities. The transaction is subject to customary closing conditions and is expected to close during the second quarter of 2020. The following table represents detail of assets held for sale as of December 31, 2019: December 31, 2019 (in millions) Inventories $ 9.4 Property, plant, and equipment, net 40.9 Goodwill 5.7 Intangible assets, net 9.4 Valuation allowance (41.1 ) Total assets held for sale $ 24.3 The Company also had $2.7 million of assets classified as held for sale as of December 31, 2019 related to the closure of the Minneapolis, Minnesota facility. The sale of these assets is expected by the third quarter of 2020. There was no impairment related to the reclassification of these assets to assets held for sale. McCann's Business 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. The Company recognized a gain upon divestiture of $14.3 million within Other operating expense, net in the Consolidated Statements of Operations during the year ended December 31, 2018. SIF Business On May 22, 2017, the Company completed the divestiture of its SIF business. The SIF business produced private label condensed and ready-to-serve soup, baby food, and gravies for the Meal Solutions segment. This divestiture did not meet the criteria to be presented as a discontinued operation. The Company recognized a loss upon divestiture of $86.0 million within Other operating expense, net in the Consolidated Statements of Operations during the year ended December 31, 2017. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | 9. PROPERTY, PLANT, AND EQUIPMENT December 31, 2019 2018 (In millions) Land $ 53.7 $ 61.6 Buildings and improvements 401.2 421.8 Machinery and equipment 1,230.1 1,201.9 Construction in progress 73.8 99.2 Total 1,758.8 1,784.5 Less accumulated depreciation (713.6 ) (642.2 ) Property, plant, and equipment, net $ 1,045.2 $ 1,142.3 During the fourth quarter of 2019, the Company reclassified $40.9 million of property, plant, and equipment to assets held for sale related to the In-Store Bakery facilities divestiture. Refer to Note 8 for additional information. 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 2019, our assessment indicated an impairment in our Cookies and Dry Dinners 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 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 $136.5 million , $145.0 million , and $147.4 million in 2019 , 2018 , and 2017 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 10. 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 division during the third quarter of 2019, the Company has three operating segments, which are also its reporting units: Baked Goods, Beverages, and Meal Solutions. See Note 22 for more information regarding the change in segment structure during the first quarter of 2019 and Note 8 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 years ended December 31, 2019 and 2018 are as follows: Baked Goods Beverages Meal Solutions Total (In millions) Balance at January 1, 2018 $ 588.7 $ 716.7 $ 867.6 $ 2,173.0 Accumulated impairment losses (33.0 ) — (11.5 ) (44.5 ) Divestiture — — (10.6 ) (10.6 ) Foreign currency translation — (4.2 ) (5.8 ) (10.0 ) Balance at December 31, 2018 555.7 712.5 839.7 2,107.9 Reclassification to assets held for sale (1) (5.7 ) — — (5.7 ) Foreign currency translation — 2.2 2.9 5.1 Balance at December 31, 2019 $ 550.0 $ 714.7 $ 842.6 $ 2,107.3 (1) Relates to the reclassification of goodwill allocated to the In-Store Bakery facilities divestiture. Refer to Note 8 for additional information. The Company performed the annual impairment assessment on goodwill as of December 31, 2019 and 2018, noting no impairment losses. Upon completion of the annual goodwill impairment analysis as of December 31, 2017, the Company recorded impairment losses of $33.0 million related to the Snacks reporting unit. This reporting unit did not achieve the forecasted results for the year ended December 31, 2017. The Company finalized its budgeting process in the fourth quarter which resulted in reduced future revenue and profitability expectations. The primary factor impacting the future revenue and profitability expectations for the Snacks reporting unit was competitive pressures. These changes in expectations and the related reductions in discounted future cash flows resulted in book values that exceeded the fair values for these reporting units, which required the recognition of impairment losses. The Company early adopted ASU 2017-04, Simplifying the Test for Goodwill Impairment, during the fourth quarter of 2017; therefore, the income approach was used to calculate the impairment. This approach utilizes projected cash flow estimates developed by the Company to determine fair value, which are unobservable, Level 3 inputs. Unobservable inputs are used to measure fair value to the extent that relevant observable inputs are not available. The Company developed its estimates using the best information available at the time. As a result of the change in organizational structure completed in the first quarter of 2019, the Company allocated this impairment loss from the Snacks reporting unit to the Baked Goods reporting unit. The goodwill impairment losses are included in Asset impairment of the Consolidated Statements of Operations. Approximately $368.7 million of goodwill is deductible for tax purposes. Indefinite-lived Intangible Assets The Company has $22.0 million and $21.4 million of trademarks with indefinite lives as of December 31, 2019 and 2018 , respectively. The Company performed the annual impairment assessment on indefinite-lived intangibles as of December 31, 2019 and 2018 , resulting in no impairment losses. The fair value of one of our trademarks with a book value of $16.0 million as of December 31, 2019 exceeds its book value by 10% . Based on our plans for this product line, we do not anticipate impairment of this trademark in the foreseeable future. However, if our expectations are not met or certain factors outside of our control, such as discount rates, change then this trademark could become impaired. The remainder of the Company's indefinite-lived trademarks had fair values in excess of book value of greater than 10%. Changes in our estimates or any of our other assumptions used in our analysis could result in a different conclusion. Finite-lived Intangible Assets The gross carrying amounts and accumulated amortization of intangible assets, with finite lives, as of December 31, 2019 and 2018 are as follows. December 31, 2019 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 $ 778.1 $ (355.2 ) $ 422.9 $ 861.6 $ (334.0 ) $ 527.6 Contractual agreements 0.5 (0.5 ) — 0.5 (0.5 ) — Trademarks 53.0 (27.1 ) 25.9 52.8 (22.5 ) 30.3 Formulas/recipes 22.1 (19.2 ) 2.9 23.4 (17.0 ) 6.4 Computer software 179.0 (98.0 ) 81.0 154.4 (83.7 ) 70.7 Total finite lived intangibles $ 1,032.7 $ (500.0 ) $ 532.7 $ 1,092.7 $ (457.7 ) $ 635.0 During the fourth quarter of 2019, the Company reclassified $9.4 million of primarily customer-related intangible assets to assets held for sale related to the In-Store Bakery facilities divestiture. 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 $5.0 million , and an increase in both basic and diluted earnings per share of $0.06 , during the twelve months ended December 31, 2019. Asset Impairment During the third quarter of 2019, we recognized $45.2 million of finite lived intangible asset impairment. Refer to Note 9 for additional information. In the fourth quarter of 2017, the Company determined the carrying value of certain long-lived assets may not be recoverable due to the decline in forecasted future cash flows in the Bars asset group within the Snacks segment. As a result, we evaluated long-lived assets for impairment and determined that the book value of the customer-related assets in this asset group were not recoverable. The customer-related assets were determined to have no fair value using an excess earnings approach and an impairment charge of $26.0 million was recorded on all remaining Bars customer-related assets. The excess earnings approach calculates the Company’s earnings above an expected return on the Company’s tangible assets. This approach utilizes projected cash flow estimates developed by the Company to determine fair value, which are unobservable, Level 3 inputs. Unobservable inputs are used to measure fair value to the extent that relevant observable inputs are not available. The Company developed our earnings estimates using the best information available at the time. No other impairments were identified related to the remaining long-lived assets of asset groups. The impairment is included in Asset impairment in the Consolidated Statements of Operations. As a result of the change in organizational structure completed in the first quarter of 2019, the Company moved the Bars asset group from the Snacks segment to the Baked Goods segment. There were no other impairments related to finite lived intangibles. Considerable management judgment is necessary to evaluate the impact of operating changes and to estimate future cash flows. Assumptions used in our impairment evaluations, such as forecasted growth rates and our cost of capital, are consistent with our internal projections and operating plans. Estimated amortization expense on intangible assets for the next five years is as follows: (In millions) 2020 $ 63.9 2021 61.5 2022 58.0 2023 57.6 2024 56.8 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 11. ACCRUED EXPENSES Accrued expenses consist of: December 31, 2019 December 31, 2018 (In millions) Payroll and benefits $ 50.4 $ 108.5 Trade promotion liabilities 37.9 45.7 Operating lease liabilities 32.0 — Interest 20.0 19.1 Taxes 14.5 9.7 Health insurance, workers' compensation, and other insurance costs 23.9 29.1 Derivative contracts 57.2 20.8 Other accrued liabilities 37.3 19.6 Total $ 273.2 $ 252.5 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. INCOME TAXES The components of loss before income taxes are as follows: Year Ended December 31, 2019 2018 2017 (in millions) Domestic $ (154.4 ) $ (72.5 ) $ (48.3 ) Foreign (1.4 ) 14.9 19.8 Loss before income taxes $ (155.8 ) $ (57.6 ) $ (28.5 ) The following table presents the components of the 2019 , 2018 , and 2017 provision for income taxes: Year Ended December 31, 2019 2018 2017 (in millions) Current: Federal $ 13.2 $ (9.0 ) $ (17.7 ) State 2.9 5.5 (2.7 ) Foreign 1.7 8.9 10.7 Total current 17.8 5.4 (9.7 ) Deferred: Federal (48.4 ) (6.0 ) (125.1 ) State (11.8 ) (6.6 ) (3.6 ) Foreign (3.1 ) (4.2 ) (1.4 ) Total deferred (63.3 ) (16.8 ) (130.1 ) Total income tax benefit $ (45.5 ) $ (11.4 ) $ (139.8 ) The following is a reconciliation of income tax benefit computed at the U.S. federal statutory tax rate to the income tax benefit reported in the Consolidated Statements of Operations: Year Ended December 31, 2019 2018 2017 (in millions) Tax at statutory rate $ (32.7 ) $ (12.1 ) $ (10.0 ) State income taxes (7.1 ) (0.3 ) (4.1 ) Tax benefit of cross-border intercompany financing structure (2.1 ) (2.3 ) (3.9 ) Repatriation of intangibles (4.6 ) — — Meals and entertainment 0.2 0.3 0.8 Disallowed officers' compensation 1.6 6.3 0.5 Excess tax benefits related to stock-based compensation (0.1 ) 0.8 (2.4 ) Section 956 inclusion, Section 78 gross-up (0.1 ) (0.2 ) 13.2 Goodwill impairment 1.2 — 14.4 Gain on divestiture — 2.2 — Remeasurement of deferred tax assets/liabilities — (1.0 ) (117.6 ) Transition tax (1.9 ) (0.4 ) 9.6 Foreign tax credit — (0.1 ) (29.7 ) Other tax credits (0.9 ) (1.3 ) (0.8 ) Valuation allowance 3.4 (1.1 ) 3.5 Uncertain tax positions (2.5 ) (2.9 ) (4.5 ) Step-up in goodwill tax basis (0.4 ) (0.4 ) (1.8 ) Return-to-provision 0.1 (0.6 ) (6.3 ) Other, net 0.4 1.7 (0.7 ) Total provision for income taxes $ (45.5 ) $ (11.4 ) $ (139.8 ) The tax effects of temporary differences giving rise to deferred income tax assets and liabilities were: December 31, 2019 2018 (In millions) Deferred tax assets: Pension and postretirement benefits $ 16.7 $ 18.0 Accrued liabilities 21.4 34.0 Stock compensation 12.6 12.0 Lease liabilities 51.4 — Interest limitation carryover 30.3 13.3 Loss and credit carryovers 201.7 43.9 Other 27.6 17.1 Total deferred tax assets 361.7 138.3 Valuation allowance (167.9 ) (15.1 ) Total deferred tax assets, net of valuation allowance 193.8 123.2 Deferred tax liabilities: Fixed assets and intangible assets (238.2 ) (284.3 ) Lease assets (50.5 ) — Inventory reserves (2.5 ) (5.0 ) Total deferred tax liabilities (291.2 ) (289.3 ) Net deferred income tax liability $ (97.4 ) $ (166.1 ) The following table details the Company's tax attributes primarily related to net operating losses, tax credits, and capital losses for which it has recorded deferred tax assets: Tax Attributes Gross Attribute Amount Net Attribute Amount Expiration Years (in millions) U.S. net operating losses $ 1.0 $ 0.2 2034 Foreign net operating losses 45.5 11.5 2028 – 2039 State net operating losses 204.6 6.8 2021 - 2039 Federal credits — 14.1 2027 State credits — 15.4 2020 – 2034 Federal capital loss 586.9 123.2 2024 State capital loss 586.9 26.1 2024 Other 4.4 2022-2036 Total $ 201.7 The Company assessed the realizability of its deferred tax assets and has recorded valuation allowances for certain foreign non-capital loss carryforwards, state net operating loss carryforwards, and state tax credit carryforwards that will more likely than not expire unused. In addition, as described in Note 8, the Company has recorded a full valuation allowance against the deferred tax asset of $149.3 million it established for its capital loss resulting from the sale of the Snacks segment. The Company or one of its subsidiaries files income tax returns in the U.S., Canada, Italy, and various U.S. states. In the U.S. federal jurisdiction, the Company is open to examination for the tax year ended December 31, 2016 and forward; for Canadian purposes, the Company is open to examination for the tax year ended December 31, 2011 and forward; for Italian purposes, the Company is open to examination for the tax years ended May 31, 2015 and forward; and for the various U.S. states the Company is generally open to examination for the tax year ended December 31, 2012 and forward. Our Canadian operations are under exam by the Canadian Revenue Agency (“CRA”) for tax years 2011 through 2015. These examinations are expected to be completed in 2020. In the second quarter of 2019, the Company's Italian subsidiary applied for and received amnesty from the Italian Revenue Agency to settle pending litigation related to its 2007 through 2009, 2013, and 2014 tax years. The settlement resulted in a nominal additional tax payment, which was indemnified by the previous owner of the Italian business. The Company has examinations in process with various state taxing authorities, which are expected to be completed in 2020. During the year, the Company recorded adjustments to its unrecognized tax benefits. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended December 31, 2019 2018 2017 (in millions) Unrecognized tax benefits beginning balance $ 17.3 $ 26.4 $ 31.4 Additions (reductions) based on tax positions related to the current year — — 1.1 Additions (reductions) based on tax positions of prior years (1.1 ) (0.6 ) 0.4 Reductions resulting from dispositions (1.1 ) — — Reductions due to statute lapses (2.8 ) (8.3 ) (4.6 ) Reductions related to settlements with taxing authorities (0.1 ) — (2.0 ) Foreign currency translation 0.1 (0.2 ) 0.1 Unrecognized tax benefits ending balance $ 12.3 $ 17.3 $ 26.4 Unrecognized tax benefits are included in Other long-term liabilities of the Consolidated Balance Sheets. Of the amount accrued at December 31, 2019 and 2018 , $3.4 million and $3.8 million , respectively, would impact net income when settled. Of the amounts accrued at December 31, 2019 and 2018 , $9.9 million and $11.6 million , respectively, relates to unrecognized tax benefits assumed in prior acquisitions, which have been indemnified by the previous owners. Management estimates that it is reasonably possible that the total amount of unrecognized tax benefits could decrease by as much as $4.9 million within the next 12 months, primarily as a result of the resolution of audits currently in progress and the lapsing of statutes of limitations. Approximately $0.3 million of the $4.9 million would affect net income when settled. The Company recognizes interest expense (income) and penalties related to unrecognized tax benefits in income tax expense. During the years ended December 31, 2019 , 2018 , and 2017 , the Company recognized $(0.2) million , $(0.2) million , and $0.9 million of interest and penalties in income tax expense from continuing operations, respectively. The Company has accrued approximately $3.9 million and $4.2 million for the payment of interest and penalties at December 31, 2019 and 2018 , respectively, of which $3.7 million and $4.1 million is indemnified. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 13. LONG-TERM DEBT December 31, 2019 2018 (In millions) Term Loan A $ 458.4 $ 488.8 Term Loan A-1 681.6 851.2 2022 Notes 375.9 375.9 2024 Notes 602.9 602.9 Finance leases 3.9 2.5 Total outstanding debt 2,122.7 2,321.3 Deferred financing costs (15.7 ) (22.7 ) Less current portion (15.3 ) (1.2 ) Total long-term debt $ 2,091.7 $ 2,297.4 The scheduled maturities of outstanding debt, excluding deferred financing costs, at December 31, 2019 are as follows (in millions): 2020 $ 15.3 2021 15.2 2022 390.8 2023 659.9 2024 608.1 Thereafter 433.4 Total outstanding debt $ 2,122.7 During the year ended December 31, 2018, the Company repurchased $24.1 million and $172.1 million of its 2022 Notes and 2024 Notes, respectively. The Company wrote off $2.4 million of debt issuance costs and recorded a loss on debt extinguishment of $4.2 million related to the repurchases, recorded within Interest expense and Other expense (income), net of the Consolidated Statement of Operations, respectively. There were no amounts repurchased during the years ended December 31, 2019 or 2017. Credit Agreement On December 1, 2017, the Company entered into the Second Amended and Restated Credit Agreement (the “Credit Agreement”) which amends, restates, and replaces the Company’s prior credit agreement, dated as of February 1, 2016 (as amended from time to time prior to February 1, 2016, the “Prior Credit Agreement”). As amended, the senior unsecured credit facility includes a revolving credit facility (the “Revolving Credit Facility” or the “Revolver”) and two term loans. The Credit Agreement (1) extended the maturity dates of the Revolving Credit Facility, Term Loan A, and Term Loan A-1, (2) resized the Revolver from $900 million to $750 million , (3) consolidated three term loans into two , (4) tightened pricing, and (5) modified the fee structure on the Revolving Credit Facility to now calculate based on the unused portion of the commitments under the Revolving Credit Facility rather than the total commitments under the Revolving Credit Facility. On June 11, 2018, the Company entered into Amendment No. 1 (the “Amendment”) to the Credit Agreement. Under the Amendment, among other things, (i) the leverage covenant threshold has increased through fiscal year 2019, (ii) the Company and the other loan parties secured the obligations with liens on substantially all of their personal property, and (iii) such liens will be released upon the Company’s leverage ratio being less than or equal to 4.00 to 1.00 no earlier than the fiscal quarter ended on December 31, 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. In connection with this Amendment, $0.6 million in lender fees will be amortized ratably through January 31, 2025 and $1.8 million of fees will be amortized ratably through February 1, 2023 . 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 year ended December 31, 2019 was 4.11% . Including the impact of the interest rate swap agreements in effect as of December 31, 2019 , the average rate decreased to 3.60% . Revolving Credit Facility — As of December 31, 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 December 31, 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. Interest is payable quarterly or, if earlier, at the end of the applicable interest period in arrears on any outstanding borrowings under the Revolving Credit Facility. The interest rates applicable to the Revolving Credit Facility are based upon the Company’s consolidated net leverage ratio or the Company’s Corporate Credit Rating, whichever results in lower pricing, and are determined by either (i) LIBOR, plus a margin ranging from 1.20% to 1.70% , or (ii) a Base Rate (as defined in the Credit Agreement), plus a margin ranging from 0.20% to 0.70% . The unused fee on the Revolving Credit Facility is also based on the Company’s consolidated net leverage ratio or the Company’s Corporate Credit Rating, whichever results in lower pricing, and accrues at a rate ranging from 0.20% to 0.35% . The Credit Agreement is fully and unconditionally, as well as jointly and severally, guaranteed by our 100% owned direct and indirect domestic subsidiaries: Bay Valley Foods, LLC; Sturm Foods, Inc. (includes Cains Foods, Inc. beginning in the fourth quarter of 2019); S.T. Specialty Foods, Inc.; Associated Brands, Inc.; 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, which are collectively known as the “Guarantor Subsidiaries.” As of August 1, 2019, Nutcracker Brands, Inc. and Flagstone Foods, Inc. are no longer Guarantor Subsidiaries due to the Snacks division divestiture. During the fourth quarter of 2019, Cains Foods, L.P. was dissolved and Cains GP, LLC was renamed as TreeHouse Foods Services, LLC. The Credit Agreement contains various financial and restrictive covenants and requires that the Company maintain a consolidated net leverage ratio of no greater than 4.50 to 1.0 . The Credit Agreement also contains cross-default provisions which could result in the acceleration of payments in the event TreeHouse or the Guarantor Subsidiaries (i) fails to make a payment when due in respect of any indebtedness or guarantee having an aggregate principal amount greater than $75.0 million or (ii) fails to observe or perform any other agreement or condition related to such indebtedness or guarantee as a result of which the holder(s) of such debt are permitted to accelerate the payment of such debt. Term Loan A — On December 1, 2017, the Company entered into a $500 million term loan which amended and extended the Company’s existing term A loan. The maturity date is January 31, 2025 . The interest rates applicable to Term Loan A are based upon the Company’s consolidated net leverage ratio or the Company’s Corporate Credit Rating, whichever results in lower pricing, and are determined by either (i) LIBOR, plus a margin ranging from 1.675% to 2.175% , or (ii) a Base Rate (as defined in the Credit Agreement), plus a margin ranging from 0.675% to 1.175% . Principal amortization payments are due on a quarterly basis and interest is payable quarterly or, if earlier, at the end of the applicable interest period in arrears on any outstanding borrowings under Term Loan A. Term Loan A is subject to substantially the same covenants as the Revolving Credit Facility, and also has the same Guarantor Subsidiaries. Term Loan A-1 — On December 1, 2017, the Company entered into a $900 million term loan which amended and extended the Company’s existing tranche A-1 and tranche A-2 term loans. The maturity date is February 1, 2023 . The interest rates applicable to Term Loan A-1 are the same as those applicable to the Revolving Credit Facility (other than, for the avoidance of doubt, the unused fee). Principal amortization payments are due on a quarterly basis and interest is payable quarterly or, if earlier, at the end of the applicable interest period in arrears on any outstanding borrowing under Term Loan A-1. Term Loan A-1 is subject to substantially the same covenants as the Revolving Credit Facility, and has the same Guarantor Subsidiaries. Term Loan A-2 — On December 1, 2017, Term Loan A-2 was paid off as part the Credit Agreement utilizing borrowings under Term Loan A and Term Loan A-1. 2022 Notes — On March 11, 2014, the Company completed its underwritten public offering of $400 million in aggregate principal amount of 4.875% notes due March 15, 2022 (the “2022 Notes”). The net proceeds of $394.0 million ( $400.0 million less underwriting discount of $6.0 million , providing an effective interest rate of 4.99% ) were used to extinguish the Company’s previously issued 7.75% notes due on March 1, 2018 (the “2018 Notes”). Interest is payable on March 15 and September 15 of each year. The 2022 Notes will mature on March 15, 2022 . The Company may redeem all or some of the 2022 Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices as set forth in the Indenture plus any accrued or unpaid interest to the applicable redemption date. Subject to certain limitations, in the event of a change in control of the Company, the Company will be required to make an offer to purchase the 2022 Notes at a purchase price equal to 101% of the principal amount of the 2022 Notes, plus accrued and unpaid interest up to the purchase date. 2024 Notes — On January 29, 2016, the Company completed an exempt offering under Rule 144A and Regulation S of the Securities Act of $775 million in aggregate principal amount of 6.0% notes due February 15, 2024 . The net proceeds from the issuance of the 2024 Notes (approximately $760.7 million after deducting issuance costs, providing an effective interest rate of 6.23% ) were used to fund a portion of the purchase price of the Private Brands Business. Interest is payable on February 15 and August 15 of each year . The payments began on August 15, 2016. The 2024 Notes will mature on February 15, 2024. The Company may redeem some or all of the 2024 Notes at any time on or after February 15, 2019 at the applicable redemption prices described in the Indenture plus accrued and unpaid interest, if any, up to but not including the redemption date. In the event of certain change of control events, as described in the Indenture, the Company may be required to purchase the 2024 Notes from the holders at a purchase price of 101% of the principal amount plus any accrued and unpaid interest. The Company issued the 2022 Notes and 2024 Notes pursuant to a single base Indenture among the Company, the Guarantor Subsidiaries, and the Trustee. The Indenture provides, among other things, that the 2022 Notes and 2024 Notes will be senior unsecured obligations of the Company. The Company’s payment obligations under the 2022 Notes and 2024 Notes are fully and unconditionally, as well as jointly and severally, guaranteed on a senior unsecured basis by the Guarantor Subsidiaries, in addition to any future domestic subsidiaries that guarantee or become borrowers under its credit agreement, or guarantee certain other indebtedness incurred by the Company or its restricted subsidiaries. The Indenture was supplemented during the first quarter of 2016 to include the changes in Guarantor Subsidiaries noted above. The Indenture governing the 2022 Notes and 2024 Notes contains customary event of default provisions (including, without limitation, defaults relating to the failure to pay at final maturity or the acceleration of certain other indebtedness). If an event of default occurs and is continuing, the trustee under the Indenture or holders of at least 25% in principal amount of such notes may declare the principal amount and accrued and unpaid interest, if any, on all such notes to be due and payable. The Indenture also contains restrictive covenants that, among other things, limit the ability of the Company and the Guarantor Subsidiaries to: (i) pay dividends or make other restricted payments, (ii) make certain investments, (iii) incur additional indebtedness or issue preferred stock, (iv) create liens, (v) pay dividends or make other payments (except for certain dividends and payments to the Company and certain subsidiaries of the Company), (vi) merge or consolidate with other entities or sell substantially all of its assets, (vii) enter into transactions with affiliates, and (viii) engage in certain sale and leaseback transactions. The foregoing limitations are subject to exceptions as set forth in the Indenture. In addition, if in the future, the 2022 Notes or 2024 Notes have an investment grade credit rating by both Moody’s Investors Services, Inc. and Standard & Poor’s Ratings Services, certain of these covenants will, thereafter, no longer apply to the 2022 Notes or 2024 Notes for so long as the 2022 Notes or 2024 Notes are rated investment grade by the two rating agencies. Interest Rate Swap Agreements — In June 2016 and February 2018, the Company entered into $500 million and $1,625 million , respectively, of long-term interest rate swap agreements to lock into a fixed LIBOR interest rate base. The swaps cover a period through February 28, 2025. Fair Value - At December 31, 2019, the aggregate fair value of the Company's total debt was $2,146.1 million and its carrying value was $2,118.8 million . 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 Notes were estimated based on quoted market prices for similar instruments due to their infrequent trading volume. Accordingly, the fair value of the Company's debt is classified as Level 2 within the valuation hierarchy. Finance Lease Obligations and Other — The Company owes $3.9 million related to finance leases. Finance lease obligations represent machinery and equipment financing obligations, which are payable in monthly installments of principal and interest, and are collateralized by the related assets financed. Refer to Note 4 for additional information regarding the Company's finance leases. Deferred Financing Costs – As of December 31, 2019 and December 31, 2018, deferred financing costs of $15.7 million and $22.7 million were included as a direct deduction from outstanding long-term debt. Fees associated with the Revolving Credit Facility are presented in Other assets, net. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 14. STOCKHOLDERS' EQUITY Common Stock — The Company has authorized 90 million shares of common stock with a par value of $0.01 per share. No dividends have been declared or paid. Share Repurchase Authorization — On November 2, 2017, the Company announced that the Board of Directors adopted a stock repurchase program. The stock repurchase program authorizes the Company to repurchase up to $400 million of the Company’s common stock at any time, or from time to time. Any repurchases under the program may be made by means of open market transactions, negotiated block transactions, or otherwise, including pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The size and timing of any repurchases will depend on price, market and business conditions, and other factors. The Company was authorized to enter into an administrative repurchase plan for $50 million of the $400 million in fiscal 2018. The administrative repurchase plan expired as of December 31, 2018. The Company continues to have the ability to make discretionary repurchases up to an annual cap of $150 million under the $400 million total authorization. Any shares repurchased will be held as treasury stock. There were no amounts repurchased during the year December 31, 2019. For the year ended December 31, 2018, the Company repurchased approximately 1.2 million shares of common stock for a total of $54.6 million . For the year ended December 31, 2017, the Company repurchased approximately 0.6 million shares of common stock for a total of $28.7 million . Preferred Stock — The Company has authorized 10 million shares of preferred stock with a par value of $0.01 per share. No preferred stock has been issued. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 15. EARNINGS PER SHARE Basic earnings per share is computed by dividing net income by the number of weighted average common shares outstanding during the reporting period. The weighted average number of common shares used in the diluted earnings per share calculation is determined using the treasury stock method and includes the incremental effect related to the Company’s outstanding stock-based compensation awards. The following table summarizes the effect of the share-based compensation awards on the weighted average number of shares outstanding used in calculating diluted earnings per share: Year Ended December 31, 2019 2018 2017 (In millions) Weighted average common shares outstanding 56.2 56.0 57.1 Assumed exercise/vesting of equity awards (1) — — 0.5 Weighted average diluted common shares outstanding 56.2 56.0 57.6 (1) Incremental shares from equity awards are computed by the treasury stock method. For the years ended December 31, 2019 and 2018 , weighted average common shares outstanding is the same for the computations of basic and diluted shares because the Company had a net loss from continuing operations for the period. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 1.6 million , 1.7 million , and 1.6 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 16. STOCK-BASED COMPENSATION The Board of Directors adopted, and the Company’s Stockholders approved, the “TreeHouse Foods, Inc. Equity and Incentive Plan” (the “Plan”). Under the Plan, the Compensation Committee may grant awards of various types of compensation, including stock options, restricted stock, restricted stock units, performance shares, performance units, other types of stock-based awards, and other cash-based compensation. The number of shares authorized to be awarded under the Plan is approximately 17.5 million , of which approximately 5.1 million remain available at December 31, 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: Year Ended December 31, 2019 2018 2017 (In millions) Compensation expense related to stock-based payments $ 22.6 $ 30.7 $ 28.2 Related income tax benefit 5.8 7.7 10.4 In the first quarter of 2018, the Company entered into an amended employment agreement with our former Chief Executive Officer. The amended plan 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. The Company estimates that certain key executives and all directors will complete the required service conditions associated with their awards. For all other employees, the Company estimates its forfeiture rate based on historical experience. All amounts below include continuing and discontinued operations. Stock Options — The following table summarizes stock option activity during 2019 : Employee Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (yrs.) Aggregate Intrinsic Value (In thousands) (In millions) Outstanding, at January 1, 2019 1,720 $ 75.24 4.8 $ 1.1 Forfeited (52 ) 84.89 Exercised (13 ) 51.54 Expired (127 ) 81.40 Outstanding, at December 31, 2019 1,528 74.58 3.7 0.8 Vested/expected to vest, at December 31, 2019 1,519 74.53 3.7 0.8 Exercisable, at December 31, 2019 1,479 74.28 3.6 0.8 Year Ended December 31, 2019 2018 2017 (In millions) Intrinsic value of stock options exercised $ 0.1 $ 3.8 $ 12.1 Tax benefit recognized from stock option exercises — 0.7 4.6 Future compensation costs related to unvested options totaled $0.3 million at December 31, 2019 and will be recognized over the remaining vesting period of the grants, which averages 0.3 years . The weighted average grant date fair value of options granted in 2017 was $25.56 . There were no options granted in 2019 or 2018. Stock options granted under the plan generally have a three year vesting schedule, vest one-third on each of the first three anniversaries of the grant date, and expire ten years from the grant date. Stock options are generally only granted to employees and non-employee directors. Stock options are valued using the Black-Scholes option pricing model. Expected volatilities are based on historical volatilities of the Company’s stock price. The risk-free interest rate for periods within the contractual life of the stock options is based on the U.S. Treasury yield curve in effect at the time of the grant. We based our expected term on the simplified method as described under the SEC Staff Accounting Bulletin No. 107. Under this approach the expected term is 6.0 years . The assumptions used to calculate the value of the stock option awards granted in 2017 are presented as follows (no stock options were granted in 2019 or 2018): 2017 Weighted average expected volatility 26.74 % Weighted average risk-free interest rate 2.07 % Expected dividends — % Expected term 6.0 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 vest on the first anniversary of the grant date. Certain directors have deferred receipt of their awards until either their departure from the Board of Directors or a specified date. As of December 31, 2019 , the amount of director restricted stock units that have been earned and deferred totaled 91,660 units. The following table summarizes the restricted stock unit activity during the year ended December 31, 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 January 1, 2019 685 $ 52.20 129 $ 53.75 Granted 382 62.64 24 66.79 Vested (279 ) 59.73 (37 ) 39.01 Forfeited (173 ) 54.70 — — Outstanding, at December 31, 2019 615 54.58 116 58.30 Year Ended December 31, 2019 2018 2017 (In millions) Fair value of vested restricted stock units $ 19.5 $ 16.6 $ 14.0 Tax benefit recognized from vested restricted stock units 3.7 2.5 5.1 Future compensation costs related to restricted stock units are approximately $18.9 million as of December 31, 2019 and will be recognized on a weighted average basis over the next 1.9 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 year ended December 31, 2019 : Performance Units Weighted Average Grant Date Fair Value (In thousands) Unvested, at January 1, 2019 176 $ 71.49 Granted 390 61.88 Vested (17 ) 98.28 Forfeited (67 ) 82.24 Unvested, at December 31, 2019 482 61.28 Year Ended December 31, 2019 2018 2017 (In millions) Fair value of vested performance units $ 0.9 $ 7.6 $ 7.8 Tax benefit recognized from performance units vested 0.2 0.1 2.5 Future compensation costs related to the performance units are estimated to be approximately $15.1 million as of December 31, 2019 , and are expected to be recognized 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. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 17. 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 (2) Accumulated Other Comprehensive Loss (In millions) Balance at January 1, 2017 $ (89.4 ) $ (11.9 ) $ (101.3 ) Other comprehensive income 32.2 1.5 33.7 Reclassifications from accumulated other — 6.1 6.1 Other comprehensive income 32.2 7.6 39.8 Balance at December 31, 2017 (57.2 ) (4.3 ) (61.5 ) Other comprehensive loss (34.5 ) (0.5 ) (35.0 ) Reclassifications from accumulated other — 0.5 0.5 Reclassifications from accumulated other — (1.1 ) (1.1 ) Other comprehensive loss (34.5 ) (1.1 ) (35.6 ) Balance at December 31, 2018 (91.7 ) (5.4 ) (97.1 ) Other comprehensive income 12.3 0.3 12.6 Reclassifications from accumulated other — 0.5 0.5 Other comprehensive income 12.3 0.8 13.1 Balance at December 31, 2019 $ (79.4 ) $ (4.6 ) $ (84.0 ) (1) The tax impact of the foreign currency translation adjustment was insignificant for the years ended December 31, 2019 and 2018. There was no tax impact for the year ended December 31, 2017. (2) The unrecognized pension and postretirement benefits reclassification is presented net of tax of $0.2 million for both of the years ending December 31, 2019 and 2018, and $4.7 million for the year ended December 31, 2017. (3) Refer to Note 18 |
Employee Pension and Postretire
Employee Pension and Postretirement Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Pension and Postretirement Benefit Plans | 18. EMPLOYEE PENSION AND POSTRETIREMENT BENEFIT PLANS Pension and Postretirement Benefits — Certain of our employees and retirees participate in pension and other postretirement benefit plans. In connection with the acquisition of the Private Brands Business, the Company acquired three pension plans and one postretirement benefit plan. The obligations related to these plans were assumed by the Company at the acquisition date. Employee benefit plan obligations and expenses included in the Consolidated Financial Statements are determined based on plan assumptions, employee demographic data, including years of service and compensation, benefits and claims paid, and employer contributions. The information below includes the activities of the Company's continuing and discontinued operations. Defined Contribution Plans — Certain of our union and non-union employees participate in savings and profit sharing plans. These plans generally provide for salary reduction contributions to the plans on behalf of the participants of between 1% and 80% of a participant’s annual compensation and provide for employer matching and profit sharing contributions. The Company established a tax-qualified defined contribution plan to manage the assets. On a continuing operations basis, for 2019 , 2018 , and 2017 , the Company made matching and profit sharing contributions to the plans of $19.4 million , $19.3 million , and $20.7 million , respectively. Multiemployer Pension Plans - The Company contributes to several multiemployer pension plans on behalf of employees covered by collective bargaining agreements. These plans are administered jointly by management and union representatives and cover substantially all full-time and certain part-time union employees who are not covered by other plans. The risks of participating in multiemployer plans are different from single-employer plans in the following aspects: (1) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers, (2) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers, and (3) if the Company chooses to stop participating in a multiemployer plan, we could, under certain circumstances, be liable for unfunded vested benefits or other expenses of jointly administered union/management plans. The Company’s participation in multiemployer pension plans is outlined in the table below. The EIN column provides the Employer Identification Number (“EIN”) of each plan. Unless otherwise noted, the most recent Pension Protection Act zone status available in 2019 and 2018 is for the plan’s years ended December 31, 2018 , and 2017 , respectively. The zone status is based on information that the Company received from the plan, and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are less than 80% funded, and plans in the green zone are at least 80% funded. The FIP column indicates plans for which a financial improvement plan “(“FIP”) is either pending or has been implemented. The last column lists the expiration dates of the collective bargaining agreements to which the plans are subject. The Company began participating in the Bakery and Confectionery Union and Industry International Pension Fund and the Retail, Wholesale and Department Store International Union and Industry Pension Fund in 2016 as a result of the acquisition of the Private Brands Business. There have been no other significant changes in the number of Company employees covered by the multiemployer plans or other significant events that would affect the comparability of contributions to the plans. The following table lists information about the Company's individually significant multiemployer pension plans: Pension Protection Act Zone Status TreeHouse Foods Expiration Date EIN / Pension Plan Year Ended December 31, FIP Implemented Contributions (in millions) Surcharge Imposed Of Collective Bargaining Plan Name Plan Number 2018 2017 (yes or no) 2019 2018 2017 (yes or no) Agreement(s) Bakery and Confectionery Union and Industry 12/4/2020 International Pension Fund 52-6118572 / 001 Red Red Yes $ 1.5 $ 1.4 $ 1.7 Yes 7/25/2020 Central States Southeast and Southwest Areas Pension Fund 36-6044243 / 001 Red Red Yes 1.0 0.8 0.7 Yes 12/31/2022 Retail, Wholesale and Department Store International Union and Industry Pension Fund 63-0708442 / 001 Red Red Yes 0.3 0.6 0.5 Yes (1 ) Rockford Area Dairy Industry Local 754, Intl. Brotherhood of Teamsters Retirement Pension Plan 36-6067654 / 001 Green Green No 0.5 0.5 0.4 No 4/30/2021 Western Conference of Teamsters Pension Fund 91-6145047 / 001 Green Green No — 0.8 (1.0 ) No (2 ) (1) During 2019, the Company executed a complete withdrawal from the Retail, Wholesale, and Department Store International Union and Industry Pension Fund and settled a withdrawal liability of $4.3 million . (2) The Company partially withdrew from the Western Conference of Teamsters Pension Plan Trust as a result of the closure of its City of Industry, California facility during 2016. As a result, there is no collective bargaining agreement related to this plan. No other withdrawal liabilities were established related to multiemployer pension plans, as withdrawal from the remaining plans is not probable as of December 31, 2019. The Company was listed in the following plan’s Form 5500 as providing more than 5.0% of the total contributions for the following plan and plan years: Years Contribution to Plan Exceeded 5% of Total Contributions Plan Name: (as of December 31 of the Plan's Year-End) Rockford Area Dairy Industry Local 754, Intl. Brotherhood of Teamsters Retirement Pension Plan 2019, 2018, and 2017 Other Postretirement Benefits — Certain employees participate in benefit programs that provide certain health care and life insurance benefits for retired employees and their eligible dependents. The plans are unfunded. The Company estimates that its 2020 contributions to its postretirement benefit plans will be $1.6 million . The measurement date for the other postretirement benefit plans is December 31. The Company contributes to certain multiemployer postretirement benefit plans other than pensions on behalf of employees covered by collective bargaining agreements. These plans are administered jointly by management and union representatives and cover all eligible retirees. These plans are primarily health and welfare funds and carry the same multiemployer risks as identified at the beginning of this Note. Total contributions to these plans were $0.2 million , $1.5 million , and $0.3 million for the years ended December 31, 2019 , 2018, and 2017, respectively. Defined Benefit Pension Plans —The Company established a tax-qualified pension plan and master trust to manage the portion of the pension plan assets related to eligible salaried, non-union, and union employees not covered by a multiemployer pension plan. We also retain investment consultants to assist our Investment Committee with formulating a long-term investment policy for the master trust. The expected long-term rate of return on assets is based on projecting long-term market returns for the various asset classes in which the plan’s assets are invested, weighted by the target asset allocations. The estimated ranges are primarily based on observations of historical asset returns and their historical volatility. In determining the expected returns, we also consider consensus forecasts of certain market and economic factors that influence returns, such as inflation, gross domestic product trends, and dividend yields. Active management of the plan assets may result in adjustments to the historical returns. We review the rate of return assumption annually. Our investment objectives are to minimize the volatility of the value of our pension assets relative to our pension liabilities and to ensure assets are sufficient to pay plan benefits. In 2018, we adopted a broad pension de-risking strategy intended to align the characteristics of our assets relative to our liabilities. The strategy targets investments depending on the funded status of the obligation. We anticipate this strategy will continue in future years and will be dependent upon market conditions and plan characteristics. At December 31, 2019, our master trust was invested as follows: investments in equity securities were at 40% ; investments in fixed income were at 53% ; investments in hedge funds were at 6% ; and cash equivalents were less than 1% . We believe the allocation of our master trust investments as of December 31, 2019 is generally consistent with the targets set forth by our Investment Committee. The fair value of the Company’s pension plan assets at December 31, 2019 and 2018 was as follows: December 31, 2019 2018 (in millions) Equity funds (a) $ 118.4 $ 90.6 Fixed income funds (b) 157.3 143.6 Alternative funds (c) 16.5 16.1 Cash and equivalents (d) 1.8 1.7 $ 294.0 $ 252.0 (a) This investment class includes domestic and international equity funds that includes both large and small/mid cap funds that track the S&P index as well as other equity indices. The Company elected the NAV practical expedient to value these funds. (b) This investment class includes U.S. Treasury index funds as well as bond funds representative of the United States bond and debt markets with varying benchmark indices. The Company elected the NAV practical expedient to value these funds. (c) This investment class primarily includes private equity funds. The valuation is based on NAV as reported by the asset manager or investment company and adjusted for cash flows, if necessary. In making such an assessment, a variety of factors are reviewed by management, including but not limited to the timeliness of NAV as reported by the asset manager and changes in general economic and market conditions subsequent to the last NAV reported by the asset manager. (d) Includes cash and cash equivalents such as short-term marketable securities. Cash and cash equivalents include money market funds, which are valued based on NAV. Pension benefits for eligible salaried and non-union employees were frozen in 2002 for years of creditable service. For these employees, incremental pension benefits are only earned for changes in compensation affecting final average pay. Pension benefits earned by union employees covered by collective bargaining agreements, but not participating in multiemployer pension plans, are earned based on creditable years of service and the specified benefit amounts negotiated as part of the collective bargaining agreements. The Company’s funding policy provides that annual contributions to the pension plan master trust will be at least equal to the minimum amounts required by Employee Retirement Income Security Act of 1974, as amended. The Company estimates that its 2020 contributions to its pension plans will be $2.2 million . The measurement date for the defined benefit pension plans is December 31. The following table summarizes information about our pension and postretirement benefit plans for the years ended December 31, 2019 and 2018 : Pension Benefits Postretirement Benefits 2019 2018 2019 2018 (in millions) Change in benefit obligations: Benefit obligation, at beginning of year $ 300.0 $ 325.2 $ 28.1 $ 33.8 Service cost 1.5 1.9 — — Interest cost 12.2 11.9 1.1 1.2 Curtailment (1) (0.5 ) — — — Actuarial losses (gains) (2) 40.3 (19.8 ) (0.1 ) (5.1 ) Benefits paid (17.5 ) (19.2 ) (1.6 ) (1.8 ) Benefit obligation, at end of year $ 336.0 $ 300.0 $ 27.5 $ 28.1 Change in plan assets: Fair value of plan assets, at beginning of year $ 252.0 $ 278.8 $ — $ — Actual gain (loss) on plan assets 55.8 (10.0 ) — — Company contributions 3.7 2.4 1.6 1.8 Benefits paid (17.5 ) (19.2 ) (1.6 ) (1.8 ) Fair value of plan assets, at end of year $ 294.0 $ 252.0 $ — $ — Funded status of the plan $ (42.0 ) $ (48.0 ) $ (27.5 ) $ (28.1 ) Amounts recognized in the Consolidated Balance Sheets: Current liability $ (0.7 ) $ (0.7 ) $ (1.6 ) $ (1.8 ) Non-current liability (41.3 ) (47.3 ) (25.9 ) (26.3 ) Net amount recognized $ (42.0 ) $ (48.0 ) $ (27.5 ) $ (28.1 ) Amounts recognized in Accumulated other comprehensive income (loss): Net actuarial loss (gain) $ 5.8 $ 6.6 $ (0.2 ) $ (0.2 ) Prior service cost 0.5 0.7 — — Total, before tax effect $ 6.3 $ 7.3 $ (0.2 ) $ (0.2 ) (1) Curtailment relates to the closure of the Company's Battle Creek, Michigan facility. (2) The change in actuarial loss (gain) was primarily due to the decrease in discount rates from 4.40% as of December 31, 2018 to 3.25% as of December 31, 2019. Pension Benefits 2019 2018 (in millions) Accumulated benefit obligation $ 333.9 $ 296.7 Weighted average assumptions used to determine the pension benefit obligations: Discount rate 3.25 % 4.40 % Rate of compensation increases 3.50%-4.00% 3.50%-4.00% The key actuarial assumptions used to determine the postretirement benefit obligations as of December 31, 2019 and 2018 are as follows: 2019 2018 Pre-65 Post-65 Pre-65 Post-65 Health care cost trend rates: Health care cost trend rate for next year 7.29 % 8.16 % 7.32 % 8.21 % Ultimate rate 4.50 % 4.50 % 4.50 % 4.50 % Discount rate 3.25 % 3.25 % 4.40 % 4.40 % Year ultimate rate achieved 2028 2028 2026 2026 The following table summarizes the net periodic cost of our pension and postretirement benefit plans for the years ended December 31, 2019 , 2018, and 2017: Pension Benefits Postretirement Benefits 2019 2018 2017 2019 2018 2017 (in millions) (in millions) Components of net periodic costs: Service cost $ 1.5 $ 1.9 $ 3.6 $ — $ — $ — Interest cost 12.2 11.9 14.7 1.1 1.2 1.2 Expected return on plan assets (15.2 ) (15.6 ) (17.4 ) — — — Amortization of unrecognized prior service cost 0.5 0.2 0.2 — — — Amortization of unrecognized net loss 0.2 0.5 0.9 — — — Settlement expense — — 0.2 — — — Curtailment income (1) (0.5 ) — (1.4 ) — — — Net periodic (benefit) cost $ (1.3 ) $ (1.1 ) $ 0.8 $ 1.1 $ 1.2 $ 1.2 (1) A curtailment gain was recognized during 2019 related to the closure of the Company's Battle Creek, Michigan facility. A curtailment gain was recognized during 2017 related to the freeze of several defined benefit pension plans. Pension Benefits Postretirement Benefits 2019 2018 2017 2019 2018 2017 Weighted average assumptions used to determine the periodic benefit costs: Discount rate 4.40 % 3.70 % 4.25 % 4.40 % 3.70 % 4.25 % Rate of compensation increases 3.50%-4.00% 3.50%-4.00% 3.50%-4.00% — — — Expected return on plan assets 5.91 % 5.80 % 6.00 % — — — Estimated future pension and postretirement benefit payments from the plans are as follows: Pension Benefit Postretirement Benefit (in millions) 2020 $ 19.3 $ 1.6 2021 19.9 1.6 2022 20.3 1.7 2023 20.9 1.7 2024 21.3 1.7 2025-2029 98.1 8.7 Most of our employees are not eligible for postretirement medical benefits and of those that are, the majority are covered by a multiemployer plan in which expenses are paid as incurred. The effect on those covered by plans for which we maintain a liability was not significant. |
Other Operating Expense, Net
Other Operating Expense, Net | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
Other Operating Expense, Net | 19. OTHER OPERATING EXPENSE, NET The Company incurred other operating expense for the years ended December 31, 2019 , 2018 , and 2017 , which consisted of the following: Year Ended December 31, 2019 2018 2017 (in millions) Restructuring programs (1) $ 99.3 $ 149.1 $ 38.1 (Gain) loss on divestitures (2) — (14.3 ) 86.0 Other 0.3 0.9 1.1 Total other operating expense, net $ 99.6 $ 135.7 $ 125.2 (1) Refer to Note 3 for additional information. (2) Refer to Note 8 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 20. 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. The Public Employees’ defendants thereafter completed their production of documents, and on December 16, 2019, the parties agreed to extend the schedule 90 days. This agreed motion was granted on December 25, 2019. Under this schedule, the deadline to file document discovery motions is now March 16, 2020; the deadline to complete fact discovery (including depositions) is June 8, 2020; and opening expert reports must be served by July 27, 2020, followed by rebuttal reports and expert discovery. Summary judgment briefing will occur February 17, 2021 through May 12, 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 entered into a settlement agreement with all related parties and matters in the amount of $25.0 million . The court has preliminarily approved the settlement which is administratively proceeding per the settlement agreement. The court has scheduled a hearing in April 2020 to address final approval of the settlement. 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 | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 21. 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 December 31, 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 recorded in the 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 recorded in the Consolidated Statements of Operations. As of December 31, 2019 , the Company had $15.9 million of U.S. dollar foreign currency contracts outstanding, expiring throughout 2020 . Commodity Risk — Certain commodities the Company uses in the production and distribution of its products are exposed to market price risk. The Company utilizes derivative contracts to manage this risk. The majority of commodity forward contracts are not derivatives, and those that are generally qualify for the normal purchases and normal sales scope exception under the guidance for derivative instruments and hedging activities and, therefore, are not subject to its provisions. For derivative commodity contracts that do not qualify for the normal purchases and normal sales scope exception, the Company records their fair value on the Consolidated Balance Sheets, with changes in value being recorded in the Consolidated Statements of Operations. The Company’s derivative commodity contracts may include contracts for diesel, oil, plastics, natural gas, electricity, 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 that are derivatives that do not meet the normal purchases and normal sales scope exception are used to manage the price risk associated with raw material costs. As of December 31, 2019 , the Company had outstanding contracts for the purchase of 0.1 million megawatts of electricity, expiring throughout 2020 and 2021 ; 16.5 million gallons of diesel, expiring throughout 2020 ; 5.7 million dekatherms of natural gas, expiring throughout 2020 . The following table identifies the fair value of each derivative instrument: December 31, 2019 2018 (In millions) Asset derivatives Commodity contracts $ 0.8 $ 0.6 Foreign currency contracts — 1.5 Interest rate swap agreements 0.8 10.1 $ 1.6 $ 12.2 Liability derivatives Commodity contracts $ 0.6 $ 1.8 Foreign currency contracts 0.1 — Interest rate swap agreements 56.5 19.0 $ 57.2 $ 20.8 As of December 31, 2019 and 2018, asset derivatives are included within Other assets, net and liability derivatives are included within Accrued expenses in the 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 recorded the following gains and losses on our derivative contracts in the Consolidated Statements of Operations: Location of Gain (Loss) Year Ended December 31, Recognized in Net Income (Loss) 2019 2018 2017 (In millions) Mark-to-market unrealized (loss) gain: Commodity contracts Other expense (income), net $ 1.5 $ (2.7 ) $ 1.0 Foreign currency contracts Other expense (income), net (1.6 ) 1.0 (0.2 ) Interest rate swap agreements Other expense (income), net (46.9 ) (20.8 ) 1.5 Total unrealized (loss) gain $ (47.0 ) $ (22.5 ) $ 2.3 Realized gain (loss): Commodity contracts Manufacturing related to Cost of sales and transportation related to Selling and distribution $ 1.5 $ 3.7 $ 0.8 Foreign currency contracts Cost of sales 0.5 1.6 (0.6 ) Interest rate swap agreements Interest expense 6.5 5.5 1.1 Total realized gain $ 8.5 $ 10.8 $ 1.3 Total (loss) gain $ (38.5 ) $ (11.7 ) $ 3.6 |
Segment and Geographic Informat
Segment and Geographic Information and Major Customers | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information and Major Customers | 22. SEGMENT AND GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS 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 classified the Snacks segment and RTE Cereal business as discontinued operations. Values presented below are on a continuing operations basis, with prior period information recast to reflect the change. Refer to Note 8 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 bars; candy; cookies; crackers; in-store bakery products; pita chips; pretzels; refrigerated dough; and retail griddle waffles, pancakes, and French toast. Beverages – Our Beverages segment sells broths; liquid non-dairy creamer; non-dairy powdered creamers; powdered drinks; ready-to-drink coffee; single serve hot beverages; specialty teas, and sweeteners. Meal Solutions – Our Meal Solutions segment sells aseptic cheese and pudding products; baking and mix powders; hot cereals; jams, preserves, and jellies; macaroni and cheese; mayonnaise; Mexican, barbeque, and other sauces; pasta; pickles and related products; powdered soups and gravies; refrigerated and shelf stable dressings and sauces; skillet dinners; and table and flavored syrups. 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 . Financial information relating to the Company’s reportable segments on a continuing operations basis, revised to reflect the new segment structure, is as follows: Year Ended December 31, 2019 2018 2017 (In millions) Net sales to external customers: Baked Goods $ 1,465.2 $ 1,551.4 $ 1,580.4 Beverages 952.4 1,008.4 1,073.4 Meal Solutions 1,871.3 2,028.0 2,194.0 Unallocated (1) — — 4.8 Total $ 4,288.9 $ 4,587.8 $ 4,852.6 Direct operating income: Baked Goods $ 161.4 $ 142.9 $ 180.9 Beverages 167.0 180.3 226.9 Meal Solutions 227.1 253.5 254.8 Total 555.5 576.7 662.6 Unallocated selling, general, and administrative expenses (252.3 ) (266.3 ) (294.8 ) Unallocated cost of sales (2) (16.5 ) (11.1 ) (23.7 ) Unallocated corporate expense and other (3) (302.8 ) (215.9 ) (264.9 ) Operating (loss) income $ (16.1 ) $ 83.4 $ 79.2 Depreciation: Baked Goods $ 53.7 $ 61.6 $ 47.9 Beverages 28.8 26.6 22.2 Meal Solutions 46.5 43.5 40.7 Corporate office (4) 7.5 13.3 36.6 Total $ 136.5 $ 145.0 $ 147.4 (1) Represents product recall reimbursements that were received during the year ended December 31, 2017. (2) Includes charges related to restructurings and other costs managed at corporate. (3) Includes asset impairments. (4) Includes accelerated depreciation related to restructurings. Geographic Information — The Company had revenues from customers outside of the United States of approximately 7.3% , 10.3% , and 10.5% of total consolidated net sales in 2019 , 2018 , and 2017 , respectively, with 5.8% , 8.7% , and 8.8% of total consolidated net sales going to Canada in 2019 , 2018 , and 2017 , respectively. Sales are determined based on the customer destination where the products are shipped. Long-lived assets consist of net property, plant, and equipment. The geographic location of long-lived assets is as follows: December 31, 2019 2018 (in millions) Long-lived assets: United States $ 899.6 $ 998.5 Canada 129.1 125.9 Other 16.5 17.9 Total $ 1,045.2 $ 1,142.3 Major Customers — Walmart Inc. and affiliates accounted for approximately 24.4% , 23.6% , and 23.1% of consolidated net sales in 2019 , 2018 , and 2017 , respectively. No other customer accounted for more than 10% of our consolidated net sales. When taking into account those receivables sold under our Receivables Sales Program (refer to Note 6 for more information), total trade receivables with the following customers represented more than 10% of our total trade receivables as of December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Costco 18.2 % (1 ) Aldi (1 ) 12.0 % (1) Less than 10% |
Quarterly Results of Operations
Quarterly Results of Operations (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (unaudited) | 23. QUARTERLY RESULTS OF OPERATIONS (unaudited) The following is a summary of our unaudited quarterly results of operations for 2019 : Quarter First Second Third Fourth (in millions, except per share data) Fiscal 2019 Net sales $ 1,066.8 $ 1,025.3 $ 1,057.3 $ 1,139.5 Gross profit 196.2 189.2 186.3 225.1 (Loss) income before income taxes from continuing operations (21.4 ) (56.9 ) (97.4 ) 19.9 Net (loss) income from continuing operations (14.5 ) (50.1 ) (61.0 ) 15.3 Net (loss) income from discontinued operations (12.4 ) (121.7 ) (116.8 ) 0.2 Net (loss) income (26.9 ) (171.8 ) (177.8 ) 15.5 Earnings (loss) per common share - basic: Continuing operations $ (0.26 ) $ (0.89 ) $ (1.08 ) $ 0.27 Discontinued operations (0.22 ) (2.16 ) (2.07 ) — Net (loss) earnings per share - basic (1) $ (0.48 ) $ (3.05 ) $ (3.16 ) $ 0.27 Earnings (loss) per common share - diluted: Continuing operations $ (0.26 ) $ (0.89 ) $ (1.08 ) $ 0.27 Discontinued operations (0.22 ) (2.16 ) (2.07 ) — Net (loss) earnings per share - diluted (1) $ (0.48 ) $ (3.05 ) $ (3.16 ) $ 0.27 (1) The sum of the individual per share amounts may not add due to rounding. In addition, the sum of the quarters may not equal the total year amount due to the impact of changes in average quarterly shares outstanding and rounding. The following is a summary of our unaudited quarterly results of operations for 2018 : Quarter First Second Third Fourth (in millions, except per share data) Fiscal 2018 Net sales $ 1,158.9 $ 1,117.5 $ 1,117.9 $ 1,193.5 Gross profit 211.6 215.1 214.0 251.5 (Loss) income before income taxes from continuing operations (44.1 ) (25.8 ) 15.2 (2.9 ) Net (loss) income from continuing operations (34.5 ) (19.5 ) 12.2 (4.4 ) Net income (loss) from discontinued operations 0.9 — (9.6 ) (9.5 ) Net (loss) income (33.6 ) (19.5 ) 2.6 (13.9 ) Earnings (loss) per common share - basic: Continuing operations $ (0.61 ) $ (0.35 ) $ 0.22 $ (0.08 ) Discontinued operations 0.02 — (0.17 ) (0.17 ) Net (loss) earnings per share - basic (1) $ (0.59 ) $ (0.35 ) $ 0.05 $ (0.25 ) Earnings (loss) per common share - diluted: Continuing operations $ (0.61 ) $ (0.35 ) $ 0.22 $ (0.08 ) Discontinued operations 0.02 — (0.17 ) (0.17 ) Net (loss) earnings per share - diluted (1) $ (0.59 ) $ (0.35 ) $ 0.05 $ (0.25 ) (1) The sum of the individual per share amounts may not add due to rounding. In addition, the sum of the quarters may not equal the total year amount due to the impact of changes in average quarterly shares outstanding and rounding. |
Guarantor and Non-Guarantor Fin
Guarantor and Non-Guarantor Financial Information | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Guarantor and Non-Guarantor Financial Information | 24. 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. (includes Cains Foods, Inc. beginning in the fourth quarter of 2019); S.T. Specialty Foods, Inc.; Associated Brands, Inc.; 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 division divestiture. During the fourth quarter of 2019, Cains Foods, L.P. was dissolved and Cains GP, LLC was renamed as TreeHouse Foods Services, LLC. Prior periods presented in this Note have not been recast to adjust for these changes in guarantor status 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 December 31, 2019 and December 31, 2018 , and for the years ended December 31, 2019 , 2018 , and 2017 . 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 December 31, 2019 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 129.6 $ — $ 72.7 $ — $ 202.3 Accounts receivable, net 0.6 230.6 39.4 — 270.6 Inventories — 463.6 80.4 — 544.0 Prepaid expenses and other current assets 142.0 17.7 23.7 (138.9 ) 44.5 Assets held for sale — 27.0 — — 27.0 Assets of discontinued operations 0.5 130.6 — — 131.1 Total current assets 272.7 869.5 216.2 (138.9 ) 1,219.5 Property, plant, and equipment, net 41.6 858.0 145.6 — 1,045.2 Operating lease right-of-use assets 32.5 115.5 27.3 — 175.3 Goodwill — 1,987.5 119.8 — 2,107.3 Investment in subsidiaries 5,130.5 436.7 — (5,567.2 ) — Deferred income taxes 56.5 — — (56.5 ) — Intangible and other assets, net 91.6 443.3 57.2 — 592.1 Total assets $ 5,625.4 $ 4,710.5 $ 566.1 $ (5,762.6 ) $ 5,139.4 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 15.0 $ 421.6 $ 71.8 $ — $ 508.4 Accrued expenses 126.1 264.4 21.6 (138.9 ) 273.2 Current portion of long-term debt 14.7 0.6 — — 15.3 Liabilities of discontinued operations — 16.5 — — 16.5 Total current liabilities 155.8 703.1 93.4 (138.9 ) 813.4 Long-term debt 2,090.2 1.4 0.1 — 2,091.7 Operating lease liabilities 39.5 96.4 22.6 — 158.5 Deferred income taxes — 139.2 18.8 (56.5 ) 101.5 Other long-term liabilities 11.4 127.3 4.7 — 143.4 Intercompany accounts (receivable) payable, net 1,497.6 (1,487.4 ) (10.2 ) — — Stockholders’ equity 1,830.9 5,130.5 436.7 (5,567.2 ) 1,830.9 Total liabilities and stockholders’ equity $ 5,625.4 $ 4,710.5 $ 566.1 $ (5,762.6 ) $ 5,139.4 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 Year Ended December 31, 2019 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 4,104.5 $ 551.4 $ (367.0 ) $ 4,288.9 Cost of sales 0.2 3,340.4 518.5 (367.0 ) 3,492.1 Gross profit (0.2 ) 764.1 32.9 — 796.8 Selling, general, and administrative expense 153.3 324.1 32.7 — 510.1 Amortization expense 10.3 55.6 8.2 — 74.1 Asset impairment — 129.1 — — 129.1 Other operating expense, net 77.0 33.8 (11.2 ) — 99.6 Operating (loss) income (240.8 ) 221.5 3.2 — (16.1 ) Interest expense 104.0 — 4.1 (5.7 ) 102.4 (Gain) loss on foreign currency exchange — (2.0 ) (1.5 ) — (3.5 ) Other expense (income), net 40.3 (0.3 ) (4.9 ) 5.7 40.8 Loss before income taxes (385.1 ) 223.8 5.5 — (155.8 ) Income tax (benefit) expense (95.3 ) 50.9 (1.1 ) — (45.5 ) Equity in net income (loss) of subsidiaries (53.3 ) 10.0 — 43.3 — Net income (loss) from continuing operations (343.1 ) 182.9 6.6 43.3 (110.3 ) Net (loss) income from discontinued operations (17.9 ) (236.2 ) 3.4 — (250.7 ) Net (loss) income $ (361.0 ) $ (53.3 ) $ 10.0 $ 43.3 $ (361.0 ) Condensed Supplemental Consolidating Statements of Operations Year Ended December 31, 2018 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 4,374.0 $ 619.9 $ (406.1 ) $ 4,587.8 Cost of sales — 3,551.7 550.0 (406.1 ) 3,695.6 Gross profit — 822.3 69.9 — 892.2 Selling, general, and administrative expense 139.5 419.0 34.4 — 592.9 Amortization expense 11.8 59.3 9.1 — 80.2 Other operating expense, net 112.1 19.9 3.7 — 135.7 Operating (loss) income (263.4 ) 324.1 22.7 — 83.4 Interest expense 104.8 — 3.0 — 107.8 (Gain) loss on foreign currency exchange (0.4 ) 5.8 3.2 — 8.6 Other expense (income), net 29.8 (1.1 ) (4.1 ) — 24.6 Loss before income taxes (397.6 ) 319.4 20.6 — (57.6 ) Income tax (benefit) expense (96.1 ) 77.3 7.4 — (11.4 ) Equity in net income (loss) of subsidiaries 247.1 19.5 — (266.6 ) — Net (loss) income from continuing operations (54.4 ) 261.6 13.2 (266.6 ) (46.2 ) Net (loss) income from discontinued operations (10.0 ) (14.5 ) 6.3 — (18.2 ) Net (loss) income $ (64.4 ) $ 247.1 $ 19.5 $ (266.6 ) $ (64.4 ) Condensed Supplemental Consolidating Statements of Operations Year Ended December 31, 2017 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 4,523.2 $ 684.5 $ (355.1 ) $ 4,852.6 Cost of sales — 3,636.4 593.2 (355.1 ) 3,874.5 Gross profit — 886.8 91.3 — 978.1 Selling, general, and administrative expense 114.4 475.4 39.4 — 629.2 Amortization expense 12.9 63.0 9.6 — 85.5 Asset impairment — 59.0 — — 59.0 Other operating expense, net 9.0 112.6 3.6 — 125.2 Operating (loss) income (136.3 ) 176.8 38.7 — 79.2 Interest expense 123.9 0.3 6.4 (8.2 ) 122.4 (Gain) loss on foreign currency exchange 0.7 (4.7 ) (1.0 ) — (5.0 ) Other expense (income), net (4.6 ) (266.5 ) (6.7 ) 268.1 (9.7 ) Loss before income taxes (256.3 ) 447.7 40.0 (259.9 ) (28.5 ) Income tax (benefit) expense (98.3 ) (49.7 ) 8.2 — (139.8 ) Equity in net income (loss) of subsidiaries 141.1 33.2 — (174.3 ) — Net (loss) income from continuing operations (16.9 ) 530.6 31.8 (434.2 ) 111.3 Net (loss) income from discontinued operations (2.7 ) (389.5 ) 1.4 — (390.8 ) Net (loss) income $ (19.6 ) $ 141.1 $ 33.2 $ (434.2 ) $ (279.5 ) Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2019 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net loss $ (361.0 ) $ (53.3 ) $ 10.0 $ 43.3 $ (361.0 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — 12.3 — 12.3 Pension and postretirement adjustment — 0.8 — — 0.8 Other comprehensive income (loss) — 0.8 12.3 — 13.1 Equity in other comprehensive income (loss) of 13.1 12.3 — (25.4 ) — Comprehensive income (loss) $ (347.9 ) $ (40.2 ) $ 22.3 $ 17.9 $ (347.9 ) Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2018 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net loss $ (64.4 ) $ 247.1 $ 19.5 $ (266.6 ) $ (64.4 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — (34.5 ) — (34.5 ) Adoption of ASU 2018-02 reclassification to retained earnings — (1.1 ) — — (1.1 ) Other comprehensive income (loss) — (1.1 ) (34.5 ) — (35.6 ) Equity in other comprehensive income (loss) of (35.6 ) (34.5 ) — 70.1 — Comprehensive income (loss) $ (100.0 ) $ 211.5 $ (15.0 ) $ (196.5 ) $ (100.0 ) Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2017 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net loss $ (19.6 ) $ 141.1 $ 33.2 $ (434.2 ) $ (279.5 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — 32.2 — 32.2 Pension and postretirement adjustment — 7.6 — — 7.6 Other comprehensive income (loss) — 7.6 32.2 — 39.8 Equity in other comprehensive (loss) income of 39.8 32.2 — (72.0 ) — Comprehensive income (loss) $ 20.2 $ 180.9 $ 65.4 $ (506.2 ) $ (239.7 ) Condensed Supplemental Consolidating Statement of Cash Flows Year Ended December 31, 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 $ (398.0 ) $ 554.9 $ 63.7 $ 43.3 $ 263.9 Net cash provided by (used in) operating activities - discontinued operations (17.9 ) 58.3 3.4 — 43.8 Net cash provided by (used in) operating activities (415.9 ) 613.2 67.1 43.3 307.7 Cash flows from investing activities: Additions to property, plant, and equipment (0.4 ) (108.1 ) (14.2 ) — (122.7 ) Additions to intangible assets (24.0 ) (0.1 ) — — (24.1 ) Intercompany transfer (325.7 ) (942.7 ) (13.6 ) 1,282.0 — Other (6.4 ) (27.4 ) 41.3 — 7.5 Net cash provided by (used in) investing activities - continuing operations (356.5 ) (1,078.3 ) 13.5 1,282.0 (139.3 ) Net cash provided by (used in) investing activities - discontinued operations — 71.2 — — 71.2 Net cash provided by (used in) investing activities (356.5 ) (1,007.1 ) 13.5 1,282.0 (68.1 ) Cash flows from financing activities: Net (repayment) borrowing of debt (198.9 ) (2.4 ) (0.6 ) — (201.9 ) Intercompany transfer 1,023.4 396.3 (94.4 ) (1,325.3 ) — Receipts related to stock-based award activities 0.7 — — — 0.7 Payments related to stock-based award activities (5.7 ) — — — (5.7 ) Net cash provided by (used in) financing activities - continuing operations 819.5 393.9 (95.0 ) (1,325.3 ) (206.9 ) Net cash provided by (used in) financing activities - discontinued operations — — — — — Net cash provided by (used in) financing activities 819.5 393.9 (95.0 ) (1,325.3 ) (206.9 ) Effect of exchange rate changes on cash and cash equivalents 4.6 — 0.7 — 5.3 Increase (decrease) in cash and cash equivalents 51.7 — (13.7 ) — 38.0 Cash and cash equivalents, beginning of period 77.9 — 86.4 — 164.3 Cash and cash equivalents, end of period $ 129.6 $ — $ 72.7 $ — $ 202.3 Condensed Supplemental Consolidating Statement of Cash Flows Year Ended December 31, 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 $ 132.8 $ 522.5 $ 70.8 $ (254.0 ) $ 472.1 Net cash provided by (used in) operating activities - discontinued operations (10.0 ) 37.4 6.3 — 33.7 Net cash provided by (used in) operating activities 122.8 559.9 77.1 (254.0 ) 505.8 Cash flows from investing activities: Additions to property, plant, and equipment (14.2 ) (122.7 ) (18.1 ) — (155.0 ) Additions to intangible assets (21.8 ) (0.5 ) (0.1 ) — (22.4 ) Intercompany transfer 52.3 (209.9 ) (15.1 ) 172.7 — Other — 36.3 (1.3 ) — 35.0 Net cash (used in) provided by investing activities - continuing operations 16.3 (296.8 ) (34.6 ) 172.7 (142.4 ) Net cash (used in) provided by investing activities - discontinued operations — (18.5 ) — — (18.5 ) Net cash (used in) provided by investing activities 16.3 (315.3 ) (34.6 ) 172.7 (160.9 ) Cash flows from financing activities: Net borrowing (repayment) of debt (254.8 ) (1.5 ) — — (256.3 ) Intercompany transfer 168.7 (246.9 ) (3.1 ) 81.3 — Repurchases of common stock (54.6 ) — — — (54.6 ) Receipts related to stock-based award activities 4.7 — — — 4.7 Payments related to stock-based award activities (8.4 ) — — — (8.4 ) Other — 3.6 — — 3.6 Net cash provided by (used in) financing activities - continuing operations (144.4 ) (244.8 ) (3.1 ) 81.3 (311.0 ) Net cash provided by (used in) financing activities - discontinued operations — — — — — Net cash provided by (used in) financing activities (144.4 ) (244.8 ) (3.1 ) 81.3 (311.0 ) Effect of exchange rate changes on cash and cash equivalents — — (2.4 ) — (2.4 ) (Decrease) increase in cash and cash equivalents (5.3 ) (0.2 ) 37.0 — 31.5 Cash and cash equivalents, beginning of period 83.2 0.2 49.4 — 132.8 Cash and cash equivalents, end of period $ 77.9 $ — $ 86.4 $ — $ 164.3 Condensed Supplemental Consolidating Statement of Cash Flows Year Ended December 31, 2017 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities - continuing operations $ (146.8 ) $ 1,005.5 $ 33.9 $ (426.9 ) $ 465.7 Net cash provided by (used in) operating activities - discontinued operations (2.7 ) 41.6 1.4 — 40.3 Net cash provided by (used in) operating (149.5 ) 1,047.1 35.3 (426.9 ) 506.0 Cash flows from investing activities: Additions to property, plant, and equipment (4.2 ) (113.2 ) (18.1 ) — (135.5 ) Additions to intangible assets (25.5 ) (0.5 ) (0.1 ) — (26.1 ) Intercompany transfer 403.4 (402.0 ) (38.7 ) 37.3 — Proceeds from sale of fixed assets — 8.3 0.1 — 8.4 Proceeds from divestitures — 18.5 0.3 — 18.8 Other — — (1.2 ) — (1.2 ) Net cash (used in) provided by investing activities - continuing operations 373.7 (488.9 ) (57.7 ) 37.3 (135.6 ) Net cash (used in) provided by investing activities - discontinued operations — (24.2 ) — — (24.2 ) Net cash (used in) provided by investing activities 373.7 (513.1 ) (57.7 ) 37.3 (159.8 ) Cash flows from financing activities: Net borrowing (repayment) of debt (252.2 ) (2.5 ) (0.1 ) — (254.8 ) Intercompany transfer 134.7 (531.5 ) 7.2 389.6 — Repurchases of common stock (28.7 ) — — — (28.7 ) Receipts related to stock-based award activities 12.1 — — — 12.1 Payments related to stock-based award activities (6.9 ) — — — (6.9 ) Net cash provided by (used in) financing activities - continuing operations (141.0 ) (534.0 ) 7.1 389.6 (278.3 ) Net cash provided by (used in) financing activities - discontinued operations — — — — — Net cash provided by (used in) financing activities (141.0 ) (534.0 ) 7.1 389.6 (278.3 ) Effect of exchange rate changes on cash and cash equivalents — — 2.8 — 2.8 (Decrease) increase in cash and cash equivalents 83.2 — (12.5 ) — 70.7 Cash and cash equivalents, beginning of period — 0.2 61.9 — 62.1 Cash and cash equivalents, end of period $ 83.2 $ 0.2 $ 49.4 $ — $ 132.8 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Deferred Tax Valuation Allowance Balance Additions Reductions Balance End (In millions) 2017 $ (8.9 ) $ (6.0 ) $ — $ (14.9 ) 2018 (14.9 ) (1.6 ) 1.4 (15.1 ) 2019 (15.1 ) (153.5 ) 0.7 (167.9 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation — The Consolidated Financial Statements include the accounts of TreeHouse Foods, Inc. and its 100% owned direct and indirect subsidiaries (the “Company,” “TreeHouse,” “we,” “us,” or “our”). All intercompany balances and transactions are eliminated in consolidation. Discontinued Operations — Beginning in the third quarter of 2019, the Company determined that both its Snacks division and its Ready-to-eat ("RTE") Cereal business met the discontinued operations criteria in Accounting Standards Codification ("ASC") 205-20-45 and were classified as discontinued operations. As such, both businesses have been excluded from continuing operations and segment results for all periods presented. Refer to Note 8 for additional information. 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 22 for additional information. |
Use of Estimates | Use of Estimates — The preparation of our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to use judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from these estimates. |
Cash Equivalents | Cash Equivalents — We consider temporary cash investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2019 and 2018 , $72.7 million and $86.4 million , respectively, represents cash and equivalents held in foreign jurisdictions, in local currencies, that are convertible into other currencies. |
Inventories | Inventories — Inventories are stated at the lower of cost or net realizable value. As of April 1, 2019, all the Company's inventory is valued using the FIFO method. The costs of finished goods inventories include raw materials, labor, and overhead costs. |
Property, plant, and equipment | Property, Plant, and Equipment — Property, plant, and equipment are stated at acquisition cost, plus capitalized interest on borrowings during the actual construction period of major capital projects. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets as follows: Asset Useful Life Buildings and improvements 12-40 years Machinery and equipment 3-15 years Office furniture and equipment 3-12 years We perform impairment tests when circumstances indicate that the carrying value of an asset may not be recoverable. Finance leases are amortized over the shorter of their lease term or their estimated useful lives, and amortization expense is included in depreciation expense. Expenditures for repairs and maintenance, which do not improve or extend the life of the assets, are expensed as incurred. |
Intangible and Other Assets | Intangible and Other Assets — Identifiable intangible assets with finite lives are amortized over their estimated useful lives as follows: Asset Useful Life Customer-related 5 to 20 years Trademarks 10 to 20 years Non-competition agreements Based on the terms of the agreements Deferred financing costs associated with line-of-credit arrangements Based on the terms of the agreements Formulas/recipes 5 to 7 years Computer software 3 to 10 years All amortization expense related to intangible assets is recorded in Amortization expense in the Consolidated Statements of Operations. Indefinite lived trademarks are evaluated for impairment annually in the fourth quarter or more frequently, if events or changes in circumstances indicate that the asset might be impaired. Impairment is indicated when their book value exceeds fair value. If the fair value of an evaluated asset is less than its book value, the asset is written down to fair value, which is generally based on its discounted future cash flows. Amortizable intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an evaluation of the undiscounted cash flows indicates impairment, the asset is written down to its estimated fair value, which is generally based on discounted future cash flows. Goodwill is evaluated annually in the fourth quarter or more frequently, if events or changes in circumstances require an interim assessment. We assess goodwill for impairment (as of December 31) at the reporting unit level using income and market approaches, employing significant assumptions regarding growth, discount rates, and profitability at each reporting unit. Our estimates under the income approach are determined based on a discounted cash flow model. The market approach uses a market multiple methodology employing earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and applies a range of multiples to those amounts in determining the indicated fair value. In determining the multiples used in this approach, we obtain the multiples for selected peer companies using the most recent publicly available information. In determining the indicated fair value of each reporting unit, the Company concludes based on the income approach, and uses the market approach to corroborate, as the Company believes the income approach is the most reliable indicator of the fair value of the reporting units. The resulting value is then compared to the carrying value of each reporting unit to determine if impairment is necessary. |
Stock-Based Compensation | Stock-Based Compensation — We measure compensation expense for our equity awards at their grant date fair value. The resulting expense is recognized over the relevant service period. |
Accounts Receivable | Accounts Receivable — We provide credit terms to customers in-line with industry standards, perform ongoing credit evaluations of our customers, and maintain allowances for potential credit losses based on historical experience. Customer balances are written off after all collection efforts are exhausted. Estimated product returns, which have not been material, are deducted from sales at the time of shipment. |
Employee-Related Benefits | Employment-Related Benefits — We provide a range of benefits to our employees, including pension and postretirement benefits to our eligible employees and retirees. We record annual amounts relating to these plans based on calculations specified by GAAP, which include various actuarial assumptions, such as discount rates, assumed investment rates of return, compensation increases, employee turnover rates, and health care cost trend rates. We review our actuarial assumptions on an annual basis and make modifications to the assumptions based on current rates and trends when appropriate. Workers' Compensation — The measurement of the liability for our cost of providing these benefits is largely based upon loss development factors that contemplate a number of variables, including claims history and expected trends. These loss development factors are based on industry factors and, along with the estimated liabilities, are developed by us in consultation with external insurance brokers and actuaries. Changes in loss development factors, claims history, and cost trends could result in substantially different results in the future. |
Income Taxes | Income Taxes — The provision for income taxes includes federal, foreign, state, and local income taxes currently payable, and those deferred because of temporary differences between the financial statement and tax bases of assets and liabilities. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using enacted tax rates. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred income tax expenses or credits are based on the changes in the asset or liability from period to period. We account for uncertain tax positions using a “more-likely-than-not” threshold. A tax benefit from an uncertain tax position is recognized if it is more-likely-than-not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position, or the statute of limitations concerning such issues lapses. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions — The functional currency of the Company’s foreign operations is the applicable local currency. The functional currency is translated into U.S. dollars for balance sheet accounts using currency exchange rates in effect as of the balance sheet date, and for revenue and expense accounts using a weighted-average exchange rate during the fiscal year. The translation adjustments are deferred as a separate component of Stockholders’ equity in Accumulated other comprehensive loss. Gains or losses resulting from transactions denominated in foreign currencies and intercompany debt that is not of a long-term investment nature are included in (Gain) loss on foreign currency exchange |
Restructuring Expenses | Restructuring Expenses — Restructuring charges principally consist of severance and other employee separation costs, contract termination costs, accelerated depreciation, professional fees, and certain long-lived asset impairments. The Company recognizes restructuring obligations and liabilities for exit and disposal activities at fair value in the period the liability is incurred. One-time employee termination benefits for employee severance costs are expensed evenly starting at the communication date over the period during which the employee is required to render service to receive the severance. Ongoing benefit arrangements for employee severance costs are expensed when they become probable and reasonably estimable. Depreciation expense related to assets that will be disposed of or idled as a part of the restructuring activity is accelerated through the expected date of the asset shut down. Restructuring charges are incurred as a component of Operating (loss) income . |
Research and Development Costs | Research and Development Costs — We record research and development charges to expense as they are incurred and report them in General and administrative |
Advertising Costs | Advertising Costs —Advertising costs are expensed as incurred and reported in Selling and distribution expense of our Consolidated Statements of Operations. |
Recently Issued 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 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 Consolidated Statements of Operations or Cash Flows. Refer to Note 4 for additional information regarding the Company's leases. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Property, Plant, and Equipment | Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets as follows: Asset Useful Life Buildings and improvements 12-40 years Machinery and equipment 3-15 years Office furniture and equipment 3-12 years December 31, 2019 2018 (In millions) Land $ 53.7 $ 61.6 Buildings and improvements 401.2 421.8 Machinery and equipment 1,230.1 1,201.9 Construction in progress 73.8 99.2 Total 1,758.8 1,784.5 Less accumulated depreciation (713.6 ) (642.2 ) Property, plant, and equipment, net $ 1,045.2 $ 1,142.3 |
Estimated Useful Lives of Intangible Assets | Identifiable intangible assets with finite lives are amortized over their estimated useful lives as follows: Asset Useful Life Customer-related 5 to 20 years Trademarks 10 to 20 years Non-competition agreements Based on the terms of the agreements Deferred financing costs associated with line-of-credit arrangements Based on the terms of the agreements Formulas/recipes 5 to 7 years Computer software 3 to 10 years The gross carrying amounts and accumulated amortization of intangible assets, with finite lives, as of December 31, 2019 and 2018 are as follows. December 31, 2019 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 $ 778.1 $ (355.2 ) $ 422.9 $ 861.6 $ (334.0 ) $ 527.6 Contractual agreements 0.5 (0.5 ) — 0.5 (0.5 ) — Trademarks 53.0 (27.1 ) 25.9 52.8 (22.5 ) 30.3 Formulas/recipes 22.1 (19.2 ) 2.9 23.4 (17.0 ) 6.4 Computer software 179.0 (98.0 ) 81.0 154.4 (83.7 ) 70.7 Total finite lived intangibles $ 1,032.7 $ (500.0 ) $ 532.7 $ 1,092.7 $ (457.7 ) $ 635.0 |
Restructuring Programs (Tables)
Restructuring Programs (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2019 2018 2017 (In millions) Cost of sales $ 4.4 $ 13.3 $ 35.5 General and administrative 1.7 4.3 — Other operating expense, net 99.3 149.1 38.1 Total $ 105.4 $ 166.7 $ 73.6 |
Reconciliation of Liabilities | The table below presents the exit cost liability activity as of December 31, 2019 : Severance Other Costs Total Liabilities (In millions) Balance as of December 31, 2018 $ 19.3 $ 2.6 $ 21.9 Expenses recognized 9.1 — 9.1 Cash payments (22.8 ) — (22.8 ) Reclassification due to adoption of ASU 2016-02 — (2.6 ) (2.6 ) Balance as of December 31, 2019 $ 5.6 $ — $ 5.6 |
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: Year Ended December 31, Cumulative Costs To Date Total Expected Costs 2019 2018 2017 (In millions) Asset-related $ 2.9 $ 9.2 $ 33.0 $ 45.1 $ 45.1 Employee-related 10.8 36.2 9.1 56.1 57.3 Other costs 75.8 73.0 9.3 158.1 184.4 Total $ 89.5 $ 118.4 $ 51.4 $ 259.3 $ 286.8 |
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 Full Facility Closure Primary Products Produced Primary Segment(s) 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 Q1 2019 Pretzels Baked Goods 22.1 8.8 $ 47.5 $ 22.2 |
Other restructuring and plant closing costs | |
Restructuring Cost and Reserve [Line Items] | |
Aggregate Expenses Incurred Associated with Facility Closure | Below is a summary of costs by type associated with the other restructuring and plant closing costs: Year Ended December 31, 2018 2017 (In millions) Asset-related $ 1.3 $ 1.3 Employee-related — 3.2 Other closure costs 0.3 11.8 Total $ 1.6 $ 16.3 |
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: Year Ended December 31, Cumulative Costs To Date Total Expected Costs 2019 2018 (In millions) Asset-related $ 1.8 $ 2.1 $ 4.0 $ 4.0 Employee-related 4.8 21.4 26.1 26.2 Other costs 9.3 20.6 29.9 30.2 Total $ 15.9 $ 44.1 $ 60.0 $ 60.4 |
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: Year Ended December 31, 2019 2018 2017 (In millions) TreeHouse 2020 $ 89.5 $ 118.4 $ 51.4 Structure to Win 15.9 44.1 — Other restructuring and plant closing costs — 4.2 22.2 Total Restructuring Programs $ 105.4 $ 166.7 $ 73.6 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: Balance Sheet Classification December 31, 2019 (In millions) Assets Operating Operating lease right-of-use assets $ 175.3 Finance Property, plant, and equipment, net 3.9 Total assets $ 179.2 Liabilities Current liabilities Operating Accrued expenses $ 32.0 Finance Current portion of long-term debt 1.3 Total current liabilities 33.3 Noncurrent liabilities Operating Operating lease liabilities 158.5 Finance Long-term debt 2.6 Total noncurrent liabilities 161.1 Total lease liabilities $ 194.4 |
Components of Lease Expense | The components of lease expense were as follows: Statement of Operations Classification Year Ended (In millions) Operating lease cost Cost of sales and General and administrative $ 46.6 Finance lease cost: Amortization of right-of-use assets Cost of sales and General and administrative 1.8 Interest on lease liabilities Interest expense 0.1 Total finance lease cost 1.9 Variable lease cost (1) Cost of sales and General and administrative 9.3 Net lease cost $ 57.8 (1) Includes short-term leases, which are immaterial. |
Future Maturities of Finance Lease Liabilities | As of December 31, 2019, future maturities of lease liabilities were as follows: Operating Leases (1) Finance Leases (In millions) 2020 $ 39.5 $ 1.4 2021 34.4 1.3 2022 27.6 0.9 2023 23.9 0.3 2024 18.4 0.2 Thereafter 90.4 — Total lease payments 234.2 4.1 Less: Interest (43.7 ) (0.2 ) Present value of lease liabilities $ 190.5 $ 3.9 |
Future Maturities of Operating Lease Liabilities | As of December 31, 2019, future maturities of lease liabilities were as follows: Operating Leases (1) Finance Leases (In millions) 2020 $ 39.5 $ 1.4 2021 34.4 1.3 2022 27.6 0.9 2023 23.9 0.3 2024 18.4 0.2 Thereafter 90.4 — Total lease payments 234.2 4.1 Less: Interest (43.7 ) (0.2 ) Present value of lease liabilities $ 190.5 $ 3.9 |
Composition of Capital Leases | As of December 31, 2018, the composition of capital leases, which are reflected as Property, plant, and equipment in the Consolidated Balance Sheets, is as follows: December 31, 2018 (in millions) Machinery and equipment $ 5.1 Less accumulated amortization (3.2 ) Total $ 1.9 |
Other Information Related to Leases | Other information related to leases were as follows: Year Ended (In millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 42.0 Operating cash flows from finance leases 0.1 Financing cash flows from finance leases 1.9 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Segment revenue disaggregated by product category groups are as follows: Year Ended December 31, 2019 2018 2017 (In millions) Retail bakery $ 625.7 $ 685.5 $ 713.7 Baked products 839.5 865.9 866.7 Total Baked Goods 1,465.2 1,551.4 1,580.4 Beverages 672.0 708.0 745.4 Beverage enhancers 280.4 300.4 328.0 Total Beverages 952.4 1,008.4 1,073.4 Dressings and sauces 917.4 958.2 979.0 Pickles 262.9 294.3 321.6 Pasta and dry dinners 451.7 529.5 571.8 Cereals and other meals (1) 239.3 246.0 321.6 Total Meal Solutions 1,871.3 2,028.0 2,194.0 Unallocated net sales (2) — — 4.8 Total net sales $ 4,288.9 $ 4,587.8 $ 4,852.6 (1) On May 22, 2017, the Company sold the soup and infant feeding business ("SIF"). Included within this category was $59.5 million of SIF related sales for the twelve months ended December 31, 2017. (2) Represents product recall reimbursements that were received during the twelve months ended December 31, 2017. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | December 31, 2019 2018 (In millions) Raw materials and supplies $ 205.5 $ 234.2 Finished goods 338.5 381.4 Total inventories $ 544.0 $ 615.6 |
Schedule of Change in Accounting Principle | The impact of the change from LIFO to FIFO on the Company's Consolidated Statements of Operations and Comprehensive Loss is summarized below: Year Ended December 31, 2018 Year Ended December 31, 2017 As Reported Adjustment As Adjusted As Reported Adjustment As Adjusted (In millions, except per share data) Cost of sales $ 3,691.6 $ 4.0 $ 3,695.6 $ 3,879.3 $ (4.8 ) $ 3,874.5 Operating income (loss) 87.4 (4.0 ) 83.4 74.4 4.8 79.2 Income tax benefit (10.4 ) (1.0 ) (11.4 ) (137.9 ) (1.9 ) (139.8 ) Net (loss) income from continuing operations (43.2 ) (3.0 ) (46.2 ) 104.5 6.8 111.3 Comprehensive (loss) income (97.0 ) (3.0 ) (100.0 ) (246.5 ) 6.8 (239.7 ) Net (loss) earnings per common share from continuing operations - basic $ (0.78 ) $ (0.05 ) $ (0.83 ) $ 1.83 $ 0.12 $ 1.95 Net (loss) earnings per common share from continuing operations - diluted $ (0.78 ) $ (0.05 ) $ (0.83 ) $ 1.81 $ 0.12 $ 1.93 The impact of the change on the Company's Consolidated Balance Sheets as of December 31, 2018 is as follows: Year Ended 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 and O_2
Discontinued Operations and Other Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | Results of discontinued operations were as follows: Year Ended December 31, 2019 2018 2017 (in millions) Net sales $ 638.0 $ 1,226.6 $ 1,454.1 Cost of sales 619.5 1,167.4 1,346.9 Selling, general, administrative and other operating expenses 55.2 78.7 103.6 Asset impairment 141.0 — 490.7 Loss on sale of business 98.4 — — Operating loss from discontinued operations (276.1 ) (19.5 ) (487.1 ) Interest and other expense 7.7 11.7 4.1 Income tax benefit (33.1 ) (13.0 ) (100.4 ) Net loss from discontinued operations $ (250.7 ) $ (18.2 ) $ (390.8 ) Assets and liabilities of discontinued operations presented in the Consolidated Balance Sheets as of December 31, 2019 and 2018 include the following: December 31, 2019 December 31, 2018 (in millions) Inventories $ 41.6 $ 248.2 Prepaid expenses and other assets — 8.2 Property, plant, and equipment, net 64.4 132.1 Operating lease right-of-use assets 7.5 — Goodwill 53.5 53.5 Intangible assets 38.6 43.8 Valuation allowance (74.5 ) — Total assets of discontinued operations $ 131.1 $ 485.8 Accrued expenses and other liabilities $ 8.3 $ 6.0 Operating lease liabilities 8.2 — Total liabilities of discontinued operations $ 16.5 $ 6.0 The following table represents detail of assets held for sale as of December 31, 2019: December 31, 2019 (in millions) Inventories $ 9.4 Property, plant, and equipment, net 40.9 Goodwill 5.7 Intangible assets, net 9.4 Valuation allowance (41.1 ) Total assets held for sale $ 24.3 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets as follows: Asset Useful Life Buildings and improvements 12-40 years Machinery and equipment 3-15 years Office furniture and equipment 3-12 years December 31, 2019 2018 (In millions) Land $ 53.7 $ 61.6 Buildings and improvements 401.2 421.8 Machinery and equipment 1,230.1 1,201.9 Construction in progress 73.8 99.2 Total 1,758.8 1,784.5 Less accumulated depreciation (713.6 ) (642.2 ) Property, plant, and equipment, net $ 1,045.2 $ 1,142.3 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018 are as follows: Baked Goods Beverages Meal Solutions Total (In millions) Balance at January 1, 2018 $ 588.7 $ 716.7 $ 867.6 $ 2,173.0 Accumulated impairment losses (33.0 ) — (11.5 ) (44.5 ) Divestiture — — (10.6 ) (10.6 ) Foreign currency translation — (4.2 ) (5.8 ) (10.0 ) Balance at December 31, 2018 555.7 712.5 839.7 2,107.9 Reclassification to assets held for sale (1) (5.7 ) — — (5.7 ) Foreign currency translation — 2.2 2.9 5.1 Balance at December 31, 2019 $ 550.0 $ 714.7 $ 842.6 $ 2,107.3 |
Gross Carrying Amounts and Accumulated Amortization of Intangible Assets, with Finite Lives | Identifiable intangible assets with finite lives are amortized over their estimated useful lives as follows: Asset Useful Life Customer-related 5 to 20 years Trademarks 10 to 20 years Non-competition agreements Based on the terms of the agreements Deferred financing costs associated with line-of-credit arrangements Based on the terms of the agreements Formulas/recipes 5 to 7 years Computer software 3 to 10 years The gross carrying amounts and accumulated amortization of intangible assets, with finite lives, as of December 31, 2019 and 2018 are as follows. December 31, 2019 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 $ 778.1 $ (355.2 ) $ 422.9 $ 861.6 $ (334.0 ) $ 527.6 Contractual agreements 0.5 (0.5 ) — 0.5 (0.5 ) — Trademarks 53.0 (27.1 ) 25.9 52.8 (22.5 ) 30.3 Formulas/recipes 22.1 (19.2 ) 2.9 23.4 (17.0 ) 6.4 Computer software 179.0 (98.0 ) 81.0 154.4 (83.7 ) 70.7 Total finite lived intangibles $ 1,032.7 $ (500.0 ) $ 532.7 $ 1,092.7 $ (457.7 ) $ 635.0 |
Estimated Amortization Expense on Intangible Assets | Estimated amortization expense on intangible assets for the next five years is as follows: (In millions) 2020 $ 63.9 2021 61.5 2022 58.0 2023 57.6 2024 56.8 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accrued expenses consist of: December 31, 2019 December 31, 2018 (In millions) Payroll and benefits $ 50.4 $ 108.5 Trade promotion liabilities 37.9 45.7 Operating lease liabilities 32.0 — Interest 20.0 19.1 Taxes 14.5 9.7 Health insurance, workers' compensation, and other insurance costs 23.9 29.1 Derivative contracts 57.2 20.8 Other accrued liabilities 37.3 19.6 Total $ 273.2 $ 252.5 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Components of (Loss) Income Before Income Taxes | The components of loss before income taxes are as follows: Year Ended December 31, 2019 2018 2017 (in millions) Domestic $ (154.4 ) $ (72.5 ) $ (48.3 ) Foreign (1.4 ) 14.9 19.8 Loss before income taxes $ (155.8 ) $ (57.6 ) $ (28.5 ) |
Components of Provision for Income Taxes | The following table presents the components of the 2019 , 2018 , and 2017 provision for income taxes: Year Ended December 31, 2019 2018 2017 (in millions) Current: Federal $ 13.2 $ (9.0 ) $ (17.7 ) State 2.9 5.5 (2.7 ) Foreign 1.7 8.9 10.7 Total current 17.8 5.4 (9.7 ) Deferred: Federal (48.4 ) (6.0 ) (125.1 ) State (11.8 ) (6.6 ) (3.6 ) Foreign (3.1 ) (4.2 ) (1.4 ) Total deferred (63.3 ) (16.8 ) (130.1 ) Total income tax benefit $ (45.5 ) $ (11.4 ) $ (139.8 ) |
Reconciliation of Income Tax Expense Computed at U.S. Federal Statutory Tax Rate to Income Tax Expense | The following is a reconciliation of income tax benefit computed at the U.S. federal statutory tax rate to the income tax benefit reported in the Consolidated Statements of Operations: Year Ended December 31, 2019 2018 2017 (in millions) Tax at statutory rate $ (32.7 ) $ (12.1 ) $ (10.0 ) State income taxes (7.1 ) (0.3 ) (4.1 ) Tax benefit of cross-border intercompany financing structure (2.1 ) (2.3 ) (3.9 ) Repatriation of intangibles (4.6 ) — — Meals and entertainment 0.2 0.3 0.8 Disallowed officers' compensation 1.6 6.3 0.5 Excess tax benefits related to stock-based compensation (0.1 ) 0.8 (2.4 ) Section 956 inclusion, Section 78 gross-up (0.1 ) (0.2 ) 13.2 Goodwill impairment 1.2 — 14.4 Gain on divestiture — 2.2 — Remeasurement of deferred tax assets/liabilities — (1.0 ) (117.6 ) Transition tax (1.9 ) (0.4 ) 9.6 Foreign tax credit — (0.1 ) (29.7 ) Other tax credits (0.9 ) (1.3 ) (0.8 ) Valuation allowance 3.4 (1.1 ) 3.5 Uncertain tax positions (2.5 ) (2.9 ) (4.5 ) Step-up in goodwill tax basis (0.4 ) (0.4 ) (1.8 ) Return-to-provision 0.1 (0.6 ) (6.3 ) Other, net 0.4 1.7 (0.7 ) Total provision for income taxes $ (45.5 ) $ (11.4 ) $ (139.8 ) |
Tax Effects of Temporary Differences Giving Rise to Deferred Income Tax Assets and Liabilities | The tax effects of temporary differences giving rise to deferred income tax assets and liabilities were: December 31, 2019 2018 (In millions) Deferred tax assets: Pension and postretirement benefits $ 16.7 $ 18.0 Accrued liabilities 21.4 34.0 Stock compensation 12.6 12.0 Lease liabilities 51.4 — Interest limitation carryover 30.3 13.3 Loss and credit carryovers 201.7 43.9 Other 27.6 17.1 Total deferred tax assets 361.7 138.3 Valuation allowance (167.9 ) (15.1 ) Total deferred tax assets, net of valuation allowance 193.8 123.2 Deferred tax liabilities: Fixed assets and intangible assets (238.2 ) (284.3 ) Lease assets (50.5 ) — Inventory reserves (2.5 ) (5.0 ) Total deferred tax liabilities (291.2 ) (289.3 ) Net deferred income tax liability $ (97.4 ) $ (166.1 ) |
Summary of Operating Loss Carryforwards | The following table details the Company's tax attributes primarily related to net operating losses, tax credits, and capital losses for which it has recorded deferred tax assets: Tax Attributes Gross Attribute Amount Net Attribute Amount Expiration Years (in millions) U.S. net operating losses $ 1.0 $ 0.2 2034 Foreign net operating losses 45.5 11.5 2028 – 2039 State net operating losses 204.6 6.8 2021 - 2039 Federal credits — 14.1 2027 State credits — 15.4 2020 – 2034 Federal capital loss 586.9 123.2 2024 State capital loss 586.9 26.1 2024 Other 4.4 2022-2036 Total $ 201.7 |
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended December 31, 2019 2018 2017 (in millions) Unrecognized tax benefits beginning balance $ 17.3 $ 26.4 $ 31.4 Additions (reductions) based on tax positions related to the current year — — 1.1 Additions (reductions) based on tax positions of prior years (1.1 ) (0.6 ) 0.4 Reductions resulting from dispositions (1.1 ) — — Reductions due to statute lapses (2.8 ) (8.3 ) (4.6 ) Reductions related to settlements with taxing authorities (0.1 ) — (2.0 ) Foreign currency translation 0.1 (0.2 ) 0.1 Unrecognized tax benefits ending balance $ 12.3 $ 17.3 $ 26.4 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | December 31, 2019 2018 (In millions) Term Loan A $ 458.4 $ 488.8 Term Loan A-1 681.6 851.2 2022 Notes 375.9 375.9 2024 Notes 602.9 602.9 Finance leases 3.9 2.5 Total outstanding debt 2,122.7 2,321.3 Deferred financing costs (15.7 ) (22.7 ) Less current portion (15.3 ) (1.2 ) Total long-term debt $ 2,091.7 $ 2,297.4 |
Scheduled Maturities of Outstanding Debt, Excluding Deferred Financing Costs | The scheduled maturities of outstanding debt, excluding deferred financing costs, at December 31, 2019 are as follows (in millions): 2020 $ 15.3 2021 15.2 2022 390.8 2023 659.9 2024 608.1 Thereafter 433.4 Total outstanding debt $ 2,122.7 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 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 earnings per share: Year Ended December 31, 2019 2018 2017 (In millions) Weighted average common shares outstanding 56.2 56.0 57.1 Assumed exercise/vesting of equity awards (1) — — 0.5 Weighted average diluted common shares outstanding 56.2 56.0 57.6 (1) Incremental shares from equity awards are computed by the treasury stock method. For the years ended December 31, 2019 and 2018 , weighted average common shares outstanding is the same for the computations of basic and diluted shares because the Company had a net loss from continuing operations for the period. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 1.6 million , 1.7 million , and 1.6 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2019 2018 2017 (In millions) Compensation expense related to stock-based payments $ 22.6 $ 30.7 $ 28.2 Related income tax benefit 5.8 7.7 10.4 |
Summary of Stock Option Activity | The following table summarizes stock option activity during 2019 : Employee Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (yrs.) Aggregate Intrinsic Value (In thousands) (In millions) Outstanding, at January 1, 2019 1,720 $ 75.24 4.8 $ 1.1 Forfeited (52 ) 84.89 Exercised (13 ) 51.54 Expired (127 ) 81.40 Outstanding, at December 31, 2019 1,528 74.58 3.7 0.8 Vested/expected to vest, at December 31, 2019 1,519 74.53 3.7 0.8 Exercisable, at December 31, 2019 1,479 74.28 3.6 0.8 |
Highlight of Stock Options Activity | Year Ended December 31, 2019 2018 2017 (In millions) Intrinsic value of stock options exercised $ 0.1 $ 3.8 $ 12.1 Tax benefit recognized from stock option exercises — 0.7 4.6 |
Assumptions Used to Calculate Value of Option Awards Granted | The assumptions used to calculate the value of the stock option awards granted in 2017 are presented as follows (no stock options were granted in 2019 or 2018): 2017 Weighted average expected volatility 26.74 % Weighted average risk-free interest rate 2.07 % Expected dividends — % Expected term 6.0 years |
Summary of Restricted Stock Unit Activity | The following table summarizes the restricted stock unit activity during the year ended December 31, 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 January 1, 2019 685 $ 52.20 129 $ 53.75 Granted 382 62.64 24 66.79 Vested (279 ) 59.73 (37 ) 39.01 Forfeited (173 ) 54.70 — — Outstanding, at December 31, 2019 615 54.58 116 58.30 |
Highlights of Restricted Stock Unit Activity | Year Ended December 31, 2019 2018 2017 (In millions) Fair value of vested restricted stock units $ 19.5 $ 16.6 $ 14.0 Tax benefit recognized from vested restricted stock units 3.7 2.5 5.1 |
Summary of Performance Unit Activity | The following table summarizes the performance unit activity during the year ended December 31, 2019 : Performance Units Weighted Average Grant Date Fair Value (In thousands) Unvested, at January 1, 2019 176 $ 71.49 Granted 390 61.88 Vested (17 ) 98.28 Forfeited (67 ) 82.24 Unvested, at December 31, 2019 482 61.28 |
Highlight of Performance Unit Activity | Year Ended December 31, 2019 2018 2017 (In millions) Fair value of vested performance units $ 0.9 $ 7.6 $ 7.8 Tax benefit recognized from performance units vested 0.2 0.1 2.5 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Loss Net of Tax Except for Foreign Currency Translation Adjustment | Accumulated other comprehensive loss consists of the following components, all of which are net of tax: Foreign Currency Translation (1) Unrecognized Pension and Postretirement Benefits (2) Accumulated Other Comprehensive Loss (In millions) Balance at January 1, 2017 $ (89.4 ) $ (11.9 ) $ (101.3 ) Other comprehensive income 32.2 1.5 33.7 Reclassifications from accumulated other — 6.1 6.1 Other comprehensive income 32.2 7.6 39.8 Balance at December 31, 2017 (57.2 ) (4.3 ) (61.5 ) Other comprehensive loss (34.5 ) (0.5 ) (35.0 ) Reclassifications from accumulated other — 0.5 0.5 Reclassifications from accumulated other — (1.1 ) (1.1 ) Other comprehensive loss (34.5 ) (1.1 ) (35.6 ) Balance at December 31, 2018 (91.7 ) (5.4 ) (97.1 ) Other comprehensive income 12.3 0.3 12.6 Reclassifications from accumulated other — 0.5 0.5 Other comprehensive income 12.3 0.8 13.1 Balance at December 31, 2019 $ (79.4 ) $ (4.6 ) $ (84.0 ) (1) The tax impact of the foreign currency translation adjustment was insignificant for the years ended December 31, 2019 and 2018. There was no tax impact for the year ended December 31, 2017. (2) The unrecognized pension and postretirement benefits reclassification is presented net of tax of $0.2 million for both of the years ending December 31, 2019 and 2018, and $4.7 million for the year ended December 31, 2017. (3) Refer to Note 18 for additional information regarding these reclassifications. |
Employee Pension and Postreti_2
Employee Pension and Postretirement Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Multiemployer Pension Plans | The Company was listed in the following plan’s Form 5500 as providing more than 5.0% of the total contributions for the following plan and plan years: Years Contribution to Plan Exceeded 5% of Total Contributions Plan Name: (as of December 31 of the Plan's Year-End) Rockford Area Dairy Industry Local 754, Intl. Brotherhood of Teamsters Retirement Pension Plan 2019, 2018, and 2017 The following table lists information about the Company's individually significant multiemployer pension plans: Pension Protection Act Zone Status TreeHouse Foods Expiration Date EIN / Pension Plan Year Ended December 31, FIP Implemented Contributions (in millions) Surcharge Imposed Of Collective Bargaining Plan Name Plan Number 2018 2017 (yes or no) 2019 2018 2017 (yes or no) Agreement(s) Bakery and Confectionery Union and Industry 12/4/2020 International Pension Fund 52-6118572 / 001 Red Red Yes $ 1.5 $ 1.4 $ 1.7 Yes 7/25/2020 Central States Southeast and Southwest Areas Pension Fund 36-6044243 / 001 Red Red Yes 1.0 0.8 0.7 Yes 12/31/2022 Retail, Wholesale and Department Store International Union and Industry Pension Fund 63-0708442 / 001 Red Red Yes 0.3 0.6 0.5 Yes (1 ) Rockford Area Dairy Industry Local 754, Intl. Brotherhood of Teamsters Retirement Pension Plan 36-6067654 / 001 Green Green No 0.5 0.5 0.4 No 4/30/2021 Western Conference of Teamsters Pension Fund 91-6145047 / 001 Green Green No — 0.8 (1.0 ) No (2 ) (1) During 2019, the Company executed a complete withdrawal from the Retail, Wholesale, and Department Store International Union and Industry Pension Fund and settled a withdrawal liability of $4.3 million . (2) The Company partially withdrew from the Western Conference of Teamsters Pension Plan Trust as a result of the closure of its City of Industry, California facility during 2016. As a result, there is no collective bargaining agreement related to this plan. |
Fair Value of Pension Plan Assets, by Asset Category | The fair value of the Company’s pension plan assets at December 31, 2019 and 2018 was as follows: December 31, 2019 2018 (in millions) Equity funds (a) $ 118.4 $ 90.6 Fixed income funds (b) 157.3 143.6 Alternative funds (c) 16.5 16.1 Cash and equivalents (d) 1.8 1.7 $ 294.0 $ 252.0 (a) This investment class includes domestic and international equity funds that includes both large and small/mid cap funds that track the S&P index as well as other equity indices. The Company elected the NAV practical expedient to value these funds. (b) This investment class includes U.S. Treasury index funds as well as bond funds representative of the United States bond and debt markets with varying benchmark indices. The Company elected the NAV practical expedient to value these funds. (c) This investment class primarily includes private equity funds. The valuation is based on NAV as reported by the asset manager or investment company and adjusted for cash flows, if necessary. In making such an assessment, a variety of factors are reviewed by management, including but not limited to the timeliness of NAV as reported by the asset manager and changes in general economic and market conditions subsequent to the last NAV reported by the asset manager. (d) Includes cash and cash equivalents such as short-term marketable securities. Cash and cash equivalents include money market funds, which are valued based on NAV. |
Summarized Information about Pension and Postretirement Benefit Plans | The following table summarizes information about our pension and postretirement benefit plans for the years ended December 31, 2019 and 2018 : Pension Benefits Postretirement Benefits 2019 2018 2019 2018 (in millions) Change in benefit obligations: Benefit obligation, at beginning of year $ 300.0 $ 325.2 $ 28.1 $ 33.8 Service cost 1.5 1.9 — — Interest cost 12.2 11.9 1.1 1.2 Curtailment (1) (0.5 ) — — — Actuarial losses (gains) (2) 40.3 (19.8 ) (0.1 ) (5.1 ) Benefits paid (17.5 ) (19.2 ) (1.6 ) (1.8 ) Benefit obligation, at end of year $ 336.0 $ 300.0 $ 27.5 $ 28.1 Change in plan assets: Fair value of plan assets, at beginning of year $ 252.0 $ 278.8 $ — $ — Actual gain (loss) on plan assets 55.8 (10.0 ) — — Company contributions 3.7 2.4 1.6 1.8 Benefits paid (17.5 ) (19.2 ) (1.6 ) (1.8 ) Fair value of plan assets, at end of year $ 294.0 $ 252.0 $ — $ — Funded status of the plan $ (42.0 ) $ (48.0 ) $ (27.5 ) $ (28.1 ) Amounts recognized in the Consolidated Balance Sheets: Current liability $ (0.7 ) $ (0.7 ) $ (1.6 ) $ (1.8 ) Non-current liability (41.3 ) (47.3 ) (25.9 ) (26.3 ) Net amount recognized $ (42.0 ) $ (48.0 ) $ (27.5 ) $ (28.1 ) Amounts recognized in Accumulated other comprehensive income (loss): Net actuarial loss (gain) $ 5.8 $ 6.6 $ (0.2 ) $ (0.2 ) Prior service cost 0.5 0.7 — — Total, before tax effect $ 6.3 $ 7.3 $ (0.2 ) $ (0.2 ) (1) Curtailment relates to the closure of the Company's Battle Creek, Michigan facility. (2) The change in actuarial loss (gain) was primarily due to the decrease in discount rates from 4.40% as of December 31, 2018 to 3.25% as of December 31, 2019. |
Accumulated Benefit Obligation and Weighted Average Assumptions Used | Pension Benefits 2019 2018 (in millions) Accumulated benefit obligation $ 333.9 $ 296.7 Weighted average assumptions used to determine the pension benefit obligations: Discount rate 3.25 % 4.40 % Rate of compensation increases 3.50%-4.00% 3.50%-4.00% |
Key Actuarial Assumptions Used to Determine Postretirement Benefit Obligations | The key actuarial assumptions used to determine the postretirement benefit obligations as of December 31, 2019 and 2018 are as follows: 2019 2018 Pre-65 Post-65 Pre-65 Post-65 Health care cost trend rates: Health care cost trend rate for next year 7.29 % 8.16 % 7.32 % 8.21 % Ultimate rate 4.50 % 4.50 % 4.50 % 4.50 % Discount rate 3.25 % 3.25 % 4.40 % 4.40 % Year ultimate rate achieved 2028 2028 2026 2026 |
Summary of Net Periodic Cost of Pension and Postretirement Benefit Plans | The following table summarizes the net periodic cost of our pension and postretirement benefit plans for the years ended December 31, 2019 , 2018, and 2017: Pension Benefits Postretirement Benefits 2019 2018 2017 2019 2018 2017 (in millions) (in millions) Components of net periodic costs: Service cost $ 1.5 $ 1.9 $ 3.6 $ — $ — $ — Interest cost 12.2 11.9 14.7 1.1 1.2 1.2 Expected return on plan assets (15.2 ) (15.6 ) (17.4 ) — — — Amortization of unrecognized prior service cost 0.5 0.2 0.2 — — — Amortization of unrecognized net loss 0.2 0.5 0.9 — — — Settlement expense — — 0.2 — — — Curtailment income (1) (0.5 ) — (1.4 ) — — — Net periodic (benefit) cost $ (1.3 ) $ (1.1 ) $ 0.8 $ 1.1 $ 1.2 $ 1.2 |
Weighted Average Assumptions Used | Pension Benefits Postretirement Benefits 2019 2018 2017 2019 2018 2017 Weighted average assumptions used to determine the periodic benefit costs: Discount rate 4.40 % 3.70 % 4.25 % 4.40 % 3.70 % 4.25 % Rate of compensation increases 3.50%-4.00% 3.50%-4.00% 3.50%-4.00% — — — Expected return on plan assets 5.91 % 5.80 % 6.00 % — — — |
Estimated Future Pension and Postretirement Benefit Payments | Estimated future pension and postretirement benefit payments from the plans are as follows: Pension Benefit Postretirement Benefit (in millions) 2020 $ 19.3 $ 1.6 2021 19.9 1.6 2022 20.3 1.7 2023 20.9 1.7 2024 21.3 1.7 2025-2029 98.1 8.7 |
Other Operating Expense, Net (T
Other Operating Expense, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
Other Operating Expense, Net | The Company incurred other operating expense for the years ended December 31, 2019 , 2018 , and 2017 , which consisted of the following: Year Ended December 31, 2019 2018 2017 (in millions) Restructuring programs (1) $ 99.3 $ 149.1 $ 38.1 (Gain) loss on divestitures (2) — (14.3 ) 86.0 Other 0.3 0.9 1.1 Total other operating expense, net $ 99.6 $ 135.7 $ 125.2 (1) Refer to Note 3 for additional information. (2) Refer to Note 8 for additional information. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 2019 2018 (In millions) Asset derivatives Commodity contracts $ 0.8 $ 0.6 Foreign currency contracts — 1.5 Interest rate swap agreements 0.8 10.1 $ 1.6 $ 12.2 Liability derivatives Commodity contracts $ 0.6 $ 1.8 Foreign currency contracts 0.1 — Interest rate swap agreements 56.5 19.0 $ 57.2 $ 20.8 |
Gains and Losses on Derivative Contracts | We recorded the following gains and losses on our derivative contracts in the Consolidated Statements of Operations: Location of Gain (Loss) Year Ended December 31, Recognized in Net Income (Loss) 2019 2018 2017 (In millions) Mark-to-market unrealized (loss) gain: Commodity contracts Other expense (income), net $ 1.5 $ (2.7 ) $ 1.0 Foreign currency contracts Other expense (income), net (1.6 ) 1.0 (0.2 ) Interest rate swap agreements Other expense (income), net (46.9 ) (20.8 ) 1.5 Total unrealized (loss) gain $ (47.0 ) $ (22.5 ) $ 2.3 Realized gain (loss): Commodity contracts Manufacturing related to Cost of sales and transportation related to Selling and distribution $ 1.5 $ 3.7 $ 0.8 Foreign currency contracts Cost of sales 0.5 1.6 (0.6 ) Interest rate swap agreements Interest expense 6.5 5.5 1.1 Total realized gain $ 8.5 $ 10.8 $ 1.3 Total (loss) gain $ (38.5 ) $ (11.7 ) $ 3.6 |
Segment and Geographic Inform_2
Segment and Geographic Information and Major Customers (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Financial Information Relating to Reportable Segments | The geographic location of long-lived assets is as follows: December 31, 2019 2018 (in millions) Long-lived assets: United States $ 899.6 $ 998.5 Canada 129.1 125.9 Other 16.5 17.9 Total $ 1,045.2 $ 1,142.3 Financial information relating to the Company’s reportable segments on a continuing operations basis, revised to reflect the new segment structure, is as follows: Year Ended December 31, 2019 2018 2017 (In millions) Net sales to external customers: Baked Goods $ 1,465.2 $ 1,551.4 $ 1,580.4 Beverages 952.4 1,008.4 1,073.4 Meal Solutions 1,871.3 2,028.0 2,194.0 Unallocated (1) — — 4.8 Total $ 4,288.9 $ 4,587.8 $ 4,852.6 Direct operating income: Baked Goods $ 161.4 $ 142.9 $ 180.9 Beverages 167.0 180.3 226.9 Meal Solutions 227.1 253.5 254.8 Total 555.5 576.7 662.6 Unallocated selling, general, and administrative expenses (252.3 ) (266.3 ) (294.8 ) Unallocated cost of sales (2) (16.5 ) (11.1 ) (23.7 ) Unallocated corporate expense and other (3) (302.8 ) (215.9 ) (264.9 ) Operating (loss) income $ (16.1 ) $ 83.4 $ 79.2 Depreciation: Baked Goods $ 53.7 $ 61.6 $ 47.9 Beverages 28.8 26.6 22.2 Meal Solutions 46.5 43.5 40.7 Corporate office (4) 7.5 13.3 36.6 Total $ 136.5 $ 145.0 $ 147.4 (1) Represents product recall reimbursements that were received during the year ended December 31, 2017. (2) Includes charges related to restructurings and other costs managed at corporate. (3) Includes asset impairments. (4) Includes accelerated depreciation related to restructurings. |
Schedule of Concentration of Risk By Risk Factor | When taking into account those receivables sold under our Receivables Sales Program (refer to Note 6 for more information), total trade receivables with the following customers represented more than 10% of our total trade receivables as of December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Costco 18.2 % (1 ) Aldi (1 ) 12.0 % (1) Less than 10% of our total trade receivables. |
Quarterly Results of Operatio_2
Quarterly Results of Operations (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Unaudited Quarterly Results of Operations | The following is a summary of our unaudited quarterly results of operations for 2019 : Quarter First Second Third Fourth (in millions, except per share data) Fiscal 2019 Net sales $ 1,066.8 $ 1,025.3 $ 1,057.3 $ 1,139.5 Gross profit 196.2 189.2 186.3 225.1 (Loss) income before income taxes from continuing operations (21.4 ) (56.9 ) (97.4 ) 19.9 Net (loss) income from continuing operations (14.5 ) (50.1 ) (61.0 ) 15.3 Net (loss) income from discontinued operations (12.4 ) (121.7 ) (116.8 ) 0.2 Net (loss) income (26.9 ) (171.8 ) (177.8 ) 15.5 Earnings (loss) per common share - basic: Continuing operations $ (0.26 ) $ (0.89 ) $ (1.08 ) $ 0.27 Discontinued operations (0.22 ) (2.16 ) (2.07 ) — Net (loss) earnings per share - basic (1) $ (0.48 ) $ (3.05 ) $ (3.16 ) $ 0.27 Earnings (loss) per common share - diluted: Continuing operations $ (0.26 ) $ (0.89 ) $ (1.08 ) $ 0.27 Discontinued operations (0.22 ) (2.16 ) (2.07 ) — Net (loss) earnings per share - diluted (1) $ (0.48 ) $ (3.05 ) $ (3.16 ) $ 0.27 (1) The sum of the individual per share amounts may not add due to rounding. In addition, the sum of the quarters may not equal the total year amount due to the impact of changes in average quarterly shares outstanding and rounding. The following is a summary of our unaudited quarterly results of operations for 2018 : Quarter First Second Third Fourth (in millions, except per share data) Fiscal 2018 Net sales $ 1,158.9 $ 1,117.5 $ 1,117.9 $ 1,193.5 Gross profit 211.6 215.1 214.0 251.5 (Loss) income before income taxes from continuing operations (44.1 ) (25.8 ) 15.2 (2.9 ) Net (loss) income from continuing operations (34.5 ) (19.5 ) 12.2 (4.4 ) Net income (loss) from discontinued operations 0.9 — (9.6 ) (9.5 ) Net (loss) income (33.6 ) (19.5 ) 2.6 (13.9 ) Earnings (loss) per common share - basic: Continuing operations $ (0.61 ) $ (0.35 ) $ 0.22 $ (0.08 ) Discontinued operations 0.02 — (0.17 ) (0.17 ) Net (loss) earnings per share - basic (1) $ (0.59 ) $ (0.35 ) $ 0.05 $ (0.25 ) Earnings (loss) per common share - diluted: Continuing operations $ (0.61 ) $ (0.35 ) $ 0.22 $ (0.08 ) Discontinued operations 0.02 — (0.17 ) (0.17 ) Net (loss) earnings per share - diluted (1) $ (0.59 ) $ (0.35 ) $ 0.05 $ (0.25 ) (1) The sum of the individual per share amounts may not add due to rounding. In addition, the sum of the quarters may not equal the total year amount due to the impact of changes in average quarterly shares outstanding and rounding. |
Guarantor and Non-Guarantor F_2
Guarantor and Non-Guarantor Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Supplemental Consolidating Balance Sheet | Condensed Supplemental Consolidating Balance Sheet December 31, 2019 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 129.6 $ — $ 72.7 $ — $ 202.3 Accounts receivable, net 0.6 230.6 39.4 — 270.6 Inventories — 463.6 80.4 — 544.0 Prepaid expenses and other current assets 142.0 17.7 23.7 (138.9 ) 44.5 Assets held for sale — 27.0 — — 27.0 Assets of discontinued operations 0.5 130.6 — — 131.1 Total current assets 272.7 869.5 216.2 (138.9 ) 1,219.5 Property, plant, and equipment, net 41.6 858.0 145.6 — 1,045.2 Operating lease right-of-use assets 32.5 115.5 27.3 — 175.3 Goodwill — 1,987.5 119.8 — 2,107.3 Investment in subsidiaries 5,130.5 436.7 — (5,567.2 ) — Deferred income taxes 56.5 — — (56.5 ) — Intangible and other assets, net 91.6 443.3 57.2 — 592.1 Total assets $ 5,625.4 $ 4,710.5 $ 566.1 $ (5,762.6 ) $ 5,139.4 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 15.0 $ 421.6 $ 71.8 $ — $ 508.4 Accrued expenses 126.1 264.4 21.6 (138.9 ) 273.2 Current portion of long-term debt 14.7 0.6 — — 15.3 Liabilities of discontinued operations — 16.5 — — 16.5 Total current liabilities 155.8 703.1 93.4 (138.9 ) 813.4 Long-term debt 2,090.2 1.4 0.1 — 2,091.7 Operating lease liabilities 39.5 96.4 22.6 — 158.5 Deferred income taxes — 139.2 18.8 (56.5 ) 101.5 Other long-term liabilities 11.4 127.3 4.7 — 143.4 Intercompany accounts (receivable) payable, net 1,497.6 (1,487.4 ) (10.2 ) — — Stockholders’ equity 1,830.9 5,130.5 436.7 (5,567.2 ) 1,830.9 Total liabilities and stockholders’ equity $ 5,625.4 $ 4,710.5 $ 566.1 $ (5,762.6 ) $ 5,139.4 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 Year Ended December 31, 2019 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 4,104.5 $ 551.4 $ (367.0 ) $ 4,288.9 Cost of sales 0.2 3,340.4 518.5 (367.0 ) 3,492.1 Gross profit (0.2 ) 764.1 32.9 — 796.8 Selling, general, and administrative expense 153.3 324.1 32.7 — 510.1 Amortization expense 10.3 55.6 8.2 — 74.1 Asset impairment — 129.1 — — 129.1 Other operating expense, net 77.0 33.8 (11.2 ) — 99.6 Operating (loss) income (240.8 ) 221.5 3.2 — (16.1 ) Interest expense 104.0 — 4.1 (5.7 ) 102.4 (Gain) loss on foreign currency exchange — (2.0 ) (1.5 ) — (3.5 ) Other expense (income), net 40.3 (0.3 ) (4.9 ) 5.7 40.8 Loss before income taxes (385.1 ) 223.8 5.5 — (155.8 ) Income tax (benefit) expense (95.3 ) 50.9 (1.1 ) — (45.5 ) Equity in net income (loss) of subsidiaries (53.3 ) 10.0 — 43.3 — Net income (loss) from continuing operations (343.1 ) 182.9 6.6 43.3 (110.3 ) Net (loss) income from discontinued operations (17.9 ) (236.2 ) 3.4 — (250.7 ) Net (loss) income $ (361.0 ) $ (53.3 ) $ 10.0 $ 43.3 $ (361.0 ) Condensed Supplemental Consolidating Statements of Operations Year Ended December 31, 2018 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 4,374.0 $ 619.9 $ (406.1 ) $ 4,587.8 Cost of sales — 3,551.7 550.0 (406.1 ) 3,695.6 Gross profit — 822.3 69.9 — 892.2 Selling, general, and administrative expense 139.5 419.0 34.4 — 592.9 Amortization expense 11.8 59.3 9.1 — 80.2 Other operating expense, net 112.1 19.9 3.7 — 135.7 Operating (loss) income (263.4 ) 324.1 22.7 — 83.4 Interest expense 104.8 — 3.0 — 107.8 (Gain) loss on foreign currency exchange (0.4 ) 5.8 3.2 — 8.6 Other expense (income), net 29.8 (1.1 ) (4.1 ) — 24.6 Loss before income taxes (397.6 ) 319.4 20.6 — (57.6 ) Income tax (benefit) expense (96.1 ) 77.3 7.4 — (11.4 ) Equity in net income (loss) of subsidiaries 247.1 19.5 — (266.6 ) — Net (loss) income from continuing operations (54.4 ) 261.6 13.2 (266.6 ) (46.2 ) Net (loss) income from discontinued operations (10.0 ) (14.5 ) 6.3 — (18.2 ) Net (loss) income $ (64.4 ) $ 247.1 $ 19.5 $ (266.6 ) $ (64.4 ) Condensed Supplemental Consolidating Statements of Operations Year Ended December 31, 2017 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 4,523.2 $ 684.5 $ (355.1 ) $ 4,852.6 Cost of sales — 3,636.4 593.2 (355.1 ) 3,874.5 Gross profit — 886.8 91.3 — 978.1 Selling, general, and administrative expense 114.4 475.4 39.4 — 629.2 Amortization expense 12.9 63.0 9.6 — 85.5 Asset impairment — 59.0 — — 59.0 Other operating expense, net 9.0 112.6 3.6 — 125.2 Operating (loss) income (136.3 ) 176.8 38.7 — 79.2 Interest expense 123.9 0.3 6.4 (8.2 ) 122.4 (Gain) loss on foreign currency exchange 0.7 (4.7 ) (1.0 ) — (5.0 ) Other expense (income), net (4.6 ) (266.5 ) (6.7 ) 268.1 (9.7 ) Loss before income taxes (256.3 ) 447.7 40.0 (259.9 ) (28.5 ) Income tax (benefit) expense (98.3 ) (49.7 ) 8.2 — (139.8 ) Equity in net income (loss) of subsidiaries 141.1 33.2 — (174.3 ) — Net (loss) income from continuing operations (16.9 ) 530.6 31.8 (434.2 ) 111.3 Net (loss) income from discontinued operations (2.7 ) (389.5 ) 1.4 — (390.8 ) Net (loss) income $ (19.6 ) $ 141.1 $ 33.2 $ (434.2 ) $ (279.5 ) |
Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) | Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2019 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net loss $ (361.0 ) $ (53.3 ) $ 10.0 $ 43.3 $ (361.0 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — 12.3 — 12.3 Pension and postretirement adjustment — 0.8 — — 0.8 Other comprehensive income (loss) — 0.8 12.3 — 13.1 Equity in other comprehensive income (loss) of 13.1 12.3 — (25.4 ) — Comprehensive income (loss) $ (347.9 ) $ (40.2 ) $ 22.3 $ 17.9 $ (347.9 ) Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2018 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net loss $ (64.4 ) $ 247.1 $ 19.5 $ (266.6 ) $ (64.4 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — (34.5 ) — (34.5 ) Adoption of ASU 2018-02 reclassification to retained earnings — (1.1 ) — — (1.1 ) Other comprehensive income (loss) — (1.1 ) (34.5 ) — (35.6 ) Equity in other comprehensive income (loss) of (35.6 ) (34.5 ) — 70.1 — Comprehensive income (loss) $ (100.0 ) $ 211.5 $ (15.0 ) $ (196.5 ) $ (100.0 ) Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2017 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net loss $ (19.6 ) $ 141.1 $ 33.2 $ (434.2 ) $ (279.5 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — — 32.2 — 32.2 Pension and postretirement adjustment — 7.6 — — 7.6 Other comprehensive income (loss) — 7.6 32.2 — 39.8 Equity in other comprehensive (loss) income of 39.8 32.2 — (72.0 ) — Comprehensive income (loss) $ 20.2 $ 180.9 $ 65.4 $ (506.2 ) $ (239.7 ) |
Condensed Supplemental Consolidating Statement of Cash Flows | Condensed Supplemental Consolidating Statement of Cash Flows Year Ended December 31, 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 $ (398.0 ) $ 554.9 $ 63.7 $ 43.3 $ 263.9 Net cash provided by (used in) operating activities - discontinued operations (17.9 ) 58.3 3.4 — 43.8 Net cash provided by (used in) operating activities (415.9 ) 613.2 67.1 43.3 307.7 Cash flows from investing activities: Additions to property, plant, and equipment (0.4 ) (108.1 ) (14.2 ) — (122.7 ) Additions to intangible assets (24.0 ) (0.1 ) — — (24.1 ) Intercompany transfer (325.7 ) (942.7 ) (13.6 ) 1,282.0 — Other (6.4 ) (27.4 ) 41.3 — 7.5 Net cash provided by (used in) investing activities - continuing operations (356.5 ) (1,078.3 ) 13.5 1,282.0 (139.3 ) Net cash provided by (used in) investing activities - discontinued operations — 71.2 — — 71.2 Net cash provided by (used in) investing activities (356.5 ) (1,007.1 ) 13.5 1,282.0 (68.1 ) Cash flows from financing activities: Net (repayment) borrowing of debt (198.9 ) (2.4 ) (0.6 ) — (201.9 ) Intercompany transfer 1,023.4 396.3 (94.4 ) (1,325.3 ) — Receipts related to stock-based award activities 0.7 — — — 0.7 Payments related to stock-based award activities (5.7 ) — — — (5.7 ) Net cash provided by (used in) financing activities - continuing operations 819.5 393.9 (95.0 ) (1,325.3 ) (206.9 ) Net cash provided by (used in) financing activities - discontinued operations — — — — — Net cash provided by (used in) financing activities 819.5 393.9 (95.0 ) (1,325.3 ) (206.9 ) Effect of exchange rate changes on cash and cash equivalents 4.6 — 0.7 — 5.3 Increase (decrease) in cash and cash equivalents 51.7 — (13.7 ) — 38.0 Cash and cash equivalents, beginning of period 77.9 — 86.4 — 164.3 Cash and cash equivalents, end of period $ 129.6 $ — $ 72.7 $ — $ 202.3 Condensed Supplemental Consolidating Statement of Cash Flows Year Ended December 31, 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 $ 132.8 $ 522.5 $ 70.8 $ (254.0 ) $ 472.1 Net cash provided by (used in) operating activities - discontinued operations (10.0 ) 37.4 6.3 — 33.7 Net cash provided by (used in) operating activities 122.8 559.9 77.1 (254.0 ) 505.8 Cash flows from investing activities: Additions to property, plant, and equipment (14.2 ) (122.7 ) (18.1 ) — (155.0 ) Additions to intangible assets (21.8 ) (0.5 ) (0.1 ) — (22.4 ) Intercompany transfer 52.3 (209.9 ) (15.1 ) 172.7 — Other — 36.3 (1.3 ) — 35.0 Net cash (used in) provided by investing activities - continuing operations 16.3 (296.8 ) (34.6 ) 172.7 (142.4 ) Net cash (used in) provided by investing activities - discontinued operations — (18.5 ) — — (18.5 ) Net cash (used in) provided by investing activities 16.3 (315.3 ) (34.6 ) 172.7 (160.9 ) Cash flows from financing activities: Net borrowing (repayment) of debt (254.8 ) (1.5 ) — — (256.3 ) Intercompany transfer 168.7 (246.9 ) (3.1 ) 81.3 — Repurchases of common stock (54.6 ) — — — (54.6 ) Receipts related to stock-based award activities 4.7 — — — 4.7 Payments related to stock-based award activities (8.4 ) — — — (8.4 ) Other — 3.6 — — 3.6 Net cash provided by (used in) financing activities - continuing operations (144.4 ) (244.8 ) (3.1 ) 81.3 (311.0 ) Net cash provided by (used in) financing activities - discontinued operations — — — — — Net cash provided by (used in) financing activities (144.4 ) (244.8 ) (3.1 ) 81.3 (311.0 ) Effect of exchange rate changes on cash and cash equivalents — — (2.4 ) — (2.4 ) (Decrease) increase in cash and cash equivalents (5.3 ) (0.2 ) 37.0 — 31.5 Cash and cash equivalents, beginning of period 83.2 0.2 49.4 — 132.8 Cash and cash equivalents, end of period $ 77.9 $ — $ 86.4 $ — $ 164.3 Condensed Supplemental Consolidating Statement of Cash Flows Year Ended December 31, 2017 (In millions) Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities - continuing operations $ (146.8 ) $ 1,005.5 $ 33.9 $ (426.9 ) $ 465.7 Net cash provided by (used in) operating activities - discontinued operations (2.7 ) 41.6 1.4 — 40.3 Net cash provided by (used in) operating (149.5 ) 1,047.1 35.3 (426.9 ) 506.0 Cash flows from investing activities: Additions to property, plant, and equipment (4.2 ) (113.2 ) (18.1 ) — (135.5 ) Additions to intangible assets (25.5 ) (0.5 ) (0.1 ) — (26.1 ) Intercompany transfer 403.4 (402.0 ) (38.7 ) 37.3 — Proceeds from sale of fixed assets — 8.3 0.1 — 8.4 Proceeds from divestitures — 18.5 0.3 — 18.8 Other — — (1.2 ) — (1.2 ) Net cash (used in) provided by investing activities - continuing operations 373.7 (488.9 ) (57.7 ) 37.3 (135.6 ) Net cash (used in) provided by investing activities - discontinued operations — (24.2 ) — — (24.2 ) Net cash (used in) provided by investing activities 373.7 (513.1 ) (57.7 ) 37.3 (159.8 ) Cash flows from financing activities: Net borrowing (repayment) of debt (252.2 ) (2.5 ) (0.1 ) — (254.8 ) Intercompany transfer 134.7 (531.5 ) 7.2 389.6 — Repurchases of common stock (28.7 ) — — — (28.7 ) Receipts related to stock-based award activities 12.1 — — — 12.1 Payments related to stock-based award activities (6.9 ) — — — (6.9 ) Net cash provided by (used in) financing activities - continuing operations (141.0 ) (534.0 ) 7.1 389.6 (278.3 ) Net cash provided by (used in) financing activities - discontinued operations — — — — — Net cash provided by (used in) financing activities (141.0 ) (534.0 ) 7.1 389.6 (278.3 ) Effect of exchange rate changes on cash and cash equivalents — — 2.8 — 2.8 (Decrease) increase in cash and cash equivalents 83.2 — (12.5 ) — 70.7 Cash and cash equivalents, beginning of period — 0.2 61.9 — 62.1 Cash and cash equivalents, end of period $ 83.2 $ 0.2 $ 49.4 $ — $ 132.8 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Cash and cash equivalents | $ 202.3 | $ 164.3 | $ 132.8 | $ 62.1 |
Research and development charges | 18.8 | 19.2 | $ 27.8 | |
Foreign Jurisdictions | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Cash and cash equivalents | $ 72.7 | $ 86.4 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Buildings and improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 12 years |
Buildings and improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 40 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 3 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 15 years |
Office furniture and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 3 years |
Office furniture and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 12 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Estimated Useful Lives of Intangible Assets (Details) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | |
Computer software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 10 years | 7 years | |
Minimum | Customer-related | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 5 years | ||
Minimum | Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 10 years | ||
Minimum | Formulas/recipes | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 5 years | ||
Minimum | Computer software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 3 years | ||
Maximum | Customer-related | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 20 years | ||
Maximum | Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 20 years | ||
Maximum | Formulas/recipes | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 7 years | ||
Maximum | Computer software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 10 years |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 175.3 | ||
Liabilities | 3,308.5 | $ 3,469.3 | |
Present value of lease liabilities | 190.5 | ||
Assets | $ 5,139.4 | $ 5,629.3 | |
ASU 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 221.5 | ||
Liabilities | 17.2 | ||
Present value of lease liabilities | 221.5 | ||
Assets | $ 0.6 |
Restructuring Programs - Aggreg
Restructuring Programs - Aggregate Expenses Incurred Associated with Facility Closure (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 105.4 | $ 166.7 | $ 73.6 |
Cost of sales | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 4.4 | 13.3 | 35.5 |
General and administrative | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 1.7 | 4.3 | 0 |
Other operating expense, net | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 99.3 | 149.1 | 38.1 |
Restructuring and Margin Improvement Activities Categories | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 105.4 | 166.7 | 73.6 |
TreeHouse 2020 | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 89.5 | 118.4 | 51.4 |
TreeHouse 2020 | Restructuring and Margin Improvement Activities Categories | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 89.5 | 118.4 | 51.4 |
Structure to Win | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 15.9 | 44.1 | |
Structure to Win | Restructuring and Margin Improvement Activities Categories | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 15.9 | 44.1 | 0 |
Other restructuring and plant closing costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 9.1 | 1.6 | 16.3 |
Other restructuring and plant closing costs | Restructuring and Margin Improvement Activities Categories | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 0 | $ 4.2 | $ 22.2 |
Restructuring Programs - Reconc
Restructuring Programs - Reconciliation of Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Reserve [Roll Forward] | |||
Expenses recognized | $ 105.4 | $ 166.7 | $ 73.6 |
Other restructuring and plant closing costs | |||
Restructuring Reserve [Roll Forward] | |||
Beginning Balance | 21.9 | ||
Expenses recognized | 9.1 | 1.6 | 16.3 |
Cash payments | (22.8) | ||
Reclassification due to adoption of ASU 2016-02 | (2.6) | ||
Ending Balance | 5.6 | 21.9 | |
Other restructuring and plant closing costs | Severance | |||
Restructuring Reserve [Roll Forward] | |||
Beginning Balance | 19.3 | ||
Expenses recognized | 9.1 | ||
Cash payments | (22.8) | ||
Reclassification due to adoption of ASU 2016-02 | 0 | ||
Ending Balance | 5.6 | 19.3 | |
Other restructuring and plant closing costs | Other costs | |||
Restructuring Reserve [Roll Forward] | |||
Beginning Balance | 2.6 | ||
Expenses recognized | 0.3 | 11.8 | |
Reclassification due to adoption of ASU 2016-02 | $ (2.6) | ||
Ending Balance | 2.6 | ||
Other restructuring and plant closing costs | Employee-related | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recognized | $ 0 | $ 3.2 |
Restructuring Programs - Restru
Restructuring Programs - Restructuring Programs - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($)facility | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs other than facility closing | $ 2.6 | $ 5.9 | |
TreeHouse 2020 | |||
Restructuring Cost and Reserve [Line Items] | |||
Total expected costs | $ 286.8 | ||
TreeHouse 2020 | Dothan Alabama Battle Creek Michigan And Minneapolis Minnesota | |||
Restructuring Cost and Reserve [Line Items] | |||
Number of facilities | facility | 3 | ||
Total expected costs | $ 29.7 |
Restructuring Programs - Schedu
Restructuring Programs - Schedule of Facility Closures (Details) - TreeHouse 2020 $ in Millions | Dec. 31, 2019USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Total Costs to Close | $ 286.8 |
Brooklyn Park Minnesota Facility Closure | |
Restructuring Cost and Reserve [Line Items] | |
Total Costs to Close | 16.1 |
Total Cash Costs to Close | 9.6 |
Plymouth Indiana Facility Closure | |
Restructuring Cost and Reserve [Line Items] | |
Total Costs to Close | 9.3 |
Total Cash Costs to Close | 3.8 |
Visalia California Facility Closure | |
Restructuring Cost and Reserve [Line Items] | |
Total Costs to Close | 22.1 |
Total Cash Costs to Close | 8.8 |
Dothan Brooklyn Park Plymouth Battle Creek And Visalia | |
Restructuring Cost and Reserve [Line Items] | |
Total Costs to Close | 47.5 |
Total Cash Costs to Close | $ 22.2 |
Restructuring Programs - Overal
Restructuring Programs - Overall Tree House 2020 Program Costs By Type (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 105.4 | $ 166.7 | $ 73.6 |
TreeHouse 2020 | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 89.5 | 118.4 | 51.4 |
Cumulative Costs To Date | 259.3 | ||
Total Expected Costs | 286.8 | ||
Asset-related | TreeHouse 2020 | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 2.9 | 9.2 | 33 |
Cumulative Costs To Date | 45.1 | ||
Total Expected Costs | 45.1 | ||
Employee-related | TreeHouse 2020 | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 10.8 | 36.2 | 9.1 |
Cumulative Costs To Date | 56.1 | ||
Total Expected Costs | 57.3 | ||
Other costs | TreeHouse 2020 | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 75.8 | $ 73 | $ 9.3 |
Cumulative Costs To Date | 158.1 | ||
Total Expected Costs | $ 184.4 |
Restructuring Programs - Over_2
Restructuring Programs - Overall Structure to Win 2020 Program Costs By Type (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 105.4 | $ 166.7 | $ 73.6 |
Structure to Win | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 15.9 | 44.1 | |
Cumulative Costs To Date | 60 | ||
Total Expected Costs | 60.4 | ||
Asset-related | Structure to Win | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 1.8 | 2.1 | |
Cumulative Costs To Date | 4 | ||
Total Expected Costs | 4 | ||
Employee-related | Structure to Win | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 4.8 | 21.4 | |
Cumulative Costs To Date | 26.1 | ||
Total Expected Costs | 26.2 | ||
Other costs | Structure to Win | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 9.3 | $ 20.6 | |
Cumulative Costs To Date | 29.9 | ||
Total Expected Costs | $ 30.2 |
Restructuring Programs - Over_3
Restructuring Programs - Overall Restructuring and Plant Costs By Type (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 105.4 | $ 166.7 | $ 73.6 |
Other restructuring and plant closing costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 9.1 | 1.6 | 16.3 |
Asset-related | Other restructuring and plant closing costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 1.3 | 1.3 | |
Employee-related | Other restructuring and plant closing costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 0 | 3.2 | |
Other costs | Other restructuring and plant closing costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 0.3 | $ 11.8 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Lessee, Lease, Description [Line Items] | |||
Lessee, operating and financing leases, renewal term (in years) | 29 years | ||
Lessee, operating and financing leases, termination term (in years) | 1 year | ||
Operating lease, weighted average discount rate, percent | 4.70% | ||
Finance lease, weighted average discount rate, percent | 3.50% | ||
Operating lease, weighted average remaining lease term | 7 years 10 months 24 days | ||
Finance lease, weighted average remaining lease term | 3 years 2 months 12 days | ||
Rent expense | $ 51.6 | $ 50.2 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, operating and financing leases, remaining term of contract (in years) | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, operating and financing leases, remaining term of contract (in years) | 13 years |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Operating | $ 175.3 | |
Finance | 3.9 | |
Total assets | 179.2 | |
Current liabilities | ||
Operating | 32 | $ 0 |
Finance | 1.3 | |
Total current liabilities | 33.3 | |
Noncurrent liabilities | ||
Operating | 158.5 | |
Finance | 2.6 | |
Total noncurrent liabilities | 161.1 | |
Total lease liabilities | $ 194.4 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 46.6 |
Finance lease cost: | |
Amortization of right-of-use assets | 1.8 |
Interest on lease liabilities | 0.1 |
Total finance lease cost | 1.9 |
Variable lease cost | 9.3 |
Net lease cost | $ 57.8 |
Leases - Operating and Finance
Leases - Operating and Finance Lease Liability (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Operating Leases | |
2020 | $ 39.5 |
2021 | 34.4 |
2022 | 27.6 |
2023 | 23.9 |
2024 | 18.4 |
Thereafter | 90.4 |
Total lease payments | 234.2 |
Less: Interest | (43.7) |
Present value of lease liabilities | 190.5 |
Finance Leases | |
2020 | 1.4 |
2021 | 1.3 |
2022 | 0.9 |
2023 | 0.3 |
2024 | 0.2 |
Thereafter | 0 |
Total lease payments | 4.1 |
Less: Interest | (0.2) |
Finance leases | 3.9 |
Lessee, operating lease, option to extend, amount | $ 3.3 |
Leases - Composition of Capital
Leases - Composition of Capital Leases (Details) $ in Millions | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
Machinery and equipment | $ 5.1 |
Less accumulated amortization | (3.2) |
Total | $ 1.9 |
Leases - Other Information Rela
Leases - Other Information Relating to Leases (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 42 |
Operating cash flows from finance leases | 0.1 |
Financing cash flows from finance leases | $ 1.9 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total net sales | $ 1,139.5 | $ 1,057.3 | $ 1,025.3 | $ 1,066.8 | $ 1,193.5 | $ 1,117.9 | $ 1,117.5 | $ 1,158.9 | $ 4,288.9 | $ 4,587.8 | $ 4,852.6 |
SIF | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total net sales | 59.5 | ||||||||||
Operating Segments | Baked Goods | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total net sales | 1,465.2 | 1,551.4 | 1,580.4 | ||||||||
Operating Segments | Baked Goods | Retail bakery | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total net sales | 625.7 | 685.5 | 713.7 | ||||||||
Operating Segments | Baked Goods | Baked products | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total net sales | 839.5 | 865.9 | 866.7 | ||||||||
Operating Segments | Beverages | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total net sales | 952.4 | 1,008.4 | 1,073.4 | ||||||||
Operating Segments | Beverages | Beverages | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total net sales | 672 | 708 | 745.4 | ||||||||
Operating Segments | Beverages | Beverage enhancers | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total net sales | 280.4 | 300.4 | 328 | ||||||||
Operating Segments | Condiments | Dressings and sauces | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total net sales | 917.4 | 958.2 | 979 | ||||||||
Operating Segments | Condiments | Pickles | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total net sales | 262.9 | 294.3 | 321.6 | ||||||||
Operating Segments | Meal Solutions | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total net sales | 1,871.3 | 2,028 | 2,194 | ||||||||
Operating Segments | Meal Solutions | Pasta and dry dinners | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total net sales | 451.7 | 529.5 | 571.8 | ||||||||
Operating Segments | Meal Solutions | Cereals and other meals | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total net sales | 239.3 | 246 | 321.6 | ||||||||
Segment Reconciling Items | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Total net sales | $ 0 | $ 0 | $ 4.8 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shipping and Handling | |||
Disaggregation of Revenue [Line Items] | |||
Shipping and handling costs | $ 148.3 | $ 199.2 | $ 184.8 |
Receivables Sales Program - Add
Receivables Sales Program - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2019USD ($)agreement | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Receivables [Abstract] | |||
Number of agreements | agreement | 2 | ||
Termination period | 60 days | ||
Retained interest | $ 0 | ||
Proceeds from receivables sales, maximum | 300,000,000 | ||
Sale of accounts receivables | 243,000,000 | $ 177,000,000 | |
Loss on sale of receivables | 4,300,000 | 3,800,000 | $ 200,000 |
Receivables from customers | $ 158,300,000 | $ 119,300,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 205.5 | $ 234.2 |
Finished goods | 338.5 | 381.4 |
Total inventories | $ 544 | $ 615.6 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2017 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Change in retained earnings | $ (157) | $ 204 | |
Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Change in retained earnings | $ 18.1 | ||
Adjustment | Meal Solutions | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Change in retained earnings | $ 14.4 |
Inventories Inventories - Impac
Inventories Inventories - Impact of the Change from LIFO to FIFO on Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Cost of sales | $ 3,492.1 | $ 3,695.6 | $ 3,874.5 | ||||||||
Operating income (loss) | (16.1) | 83.4 | 79.2 | ||||||||
Income tax benefit | (45.5) | (11.4) | (139.8) | ||||||||
Net (loss) income from continuing operations | $ 15.3 | $ (61) | $ (50.1) | $ (14.5) | $ (4.4) | $ 12.2 | $ (19.5) | $ (34.5) | (110.3) | (46.2) | 111.3 |
Comprehensive (loss) income | $ (347.9) | $ (100) | $ (239.7) | ||||||||
Net (loss) earnings per common share from continuing operations - basic (in usd per share) | $ 0.27 | $ (1.08) | $ (0.89) | $ (0.26) | $ (0.08) | $ 0.22 | $ (0.35) | $ (0.61) | $ (1.96) | $ (0.83) | $ 1.95 |
Net (loss) earnings per common share from continuing operations - diluted (in usd per share) | $ 0.27 | $ (1.08) | $ (0.89) | $ (0.26) | $ (0.08) | $ 0.22 | $ (0.35) | $ (0.61) | $ (1.96) | $ (0.83) | $ 1.93 |
Adjustment | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Cost of sales | $ 4 | $ (4.8) | |||||||||
Operating income (loss) | (4) | 4.8 | |||||||||
Income tax benefit | (1) | (1.9) | |||||||||
Net (loss) income from continuing operations | (3) | 6.8 | |||||||||
Comprehensive (loss) income | $ (3) | $ 6.8 | |||||||||
Net (loss) earnings per common share from continuing operations - basic (in usd per share) | $ (0.05) | $ 0.12 | |||||||||
Net (loss) earnings per common share from continuing operations - diluted (in usd per share) | $ (0.05) | $ 0.12 | |||||||||
As Reported | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Cost of sales | $ 3,691.6 | $ 3,879.3 | |||||||||
Operating income (loss) | 87.4 | 74.4 | |||||||||
Income tax benefit | (10.4) | (137.9) | |||||||||
Net (loss) income from continuing operations | (43.2) | 104.5 | |||||||||
Comprehensive (loss) income | $ (97) | $ (246.5) | |||||||||
Net (loss) earnings per common share from continuing operations - basic (in usd per share) | $ (0.78) | $ 1.83 | |||||||||
Net (loss) earnings per common share from continuing operations - diluted (in usd per share) | $ (0.78) | $ 1.81 |
Inventories Inventories - Imp_2
Inventories Inventories - Impact of the Change from LIFO to FIFO on Balance Sheet (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Inventories | $ 544 | $ 615.6 |
Deferred income taxes | 101.5 | 166.1 |
Retained earnings | $ (157) | 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 and O_3
Discontinued Operations and Other Divestitures - Additional Information (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($)facility | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Aug. 01, 2019USD ($)plant | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Estimated capital loss | $ 586.9 | ||||
Deferred tax asset on capital loss | 149.3 | ||||
Assets of discontinued operations | 131.1 | $ 485.8 | |||
Gain upon divestiture on operating expense, net | $ (99.6) | (135.7) | $ (125.2) | ||
Atlas Holdings, LLC | Service | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Renewal term (maximum) | 12 months | ||||
Discontinued Operations | Snacks | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Long-lived assets Impairment losses | $ 66.5 | ||||
Intangible asset impairment losses | 3.3 | ||||
Discontinued Operations | Snacks | Property, Plant and Equipment | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Long-lived assets Impairment losses | $ 63.2 | ||||
Discontinued Operations, Disposed of by Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Assets of discontinued operations | $ 131.1 | 485.8 | |||
Discontinued Operations, Disposed of by Sale | Snacks | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash consideration | $ 90 | ||||
Loss on sale of business | 98.4 | ||||
Number of operating plants | plant | 3 | ||||
Discontinued Operations, Disposed of by Sale | RTE Cereal | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Long-lived assets Impairment losses | $ 74.5 | ||||
Held-for-sale | In-Store Bakery Facilities | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of facilities to be disposed of | facility | 2 | ||||
Number of facilities | facility | 2 | ||||
Long-lived assets Impairment losses | $ 41.1 | ||||
Assets of discontinued operations | $ 2.7 | ||||
Minimum | Atlas Holdings, LLC | Service | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Termination period | 6 months | ||||
Maximum | Atlas Holdings, LLC | Service | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Termination period | 12 months | ||||
Meal Solutions | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain upon divestiture on operating expense, net | $ 14.3 | $ (86) |
Discontinued Operations and O_4
Discontinued Operations and Other Divestitures - Results of Discontinued Operations on Income Statement (Details) - Discontinued Operations, Disposed of by Sale - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net sales | $ 638 | $ 1,226.6 | $ 1,454.1 |
Cost of sales | 619.5 | 1,167.4 | 1,346.9 |
Selling, general, administrative and other operating expenses | 55.2 | 78.7 | 103.6 |
Asset impairment | 141 | 0 | 490.7 |
Loss on sale of business | 98.4 | 0 | 0 |
Operating loss from discontinued operations | (276.1) | (19.5) | (487.1) |
Interest and other expense | 7.7 | 11.7 | 4.1 |
Income tax benefit | (33.1) | (13) | (100.4) |
Net loss from discontinued operations | $ (250.7) | $ (18.2) | $ (390.8) |
Discontinued Operations and O_5
Discontinued Operations and Other Divestitures - Results of Discontinued Operations on Balance Sheet (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets of discontinued operations | $ 131.1 | $ 485.8 |
Total liabilities of discontinued operations | 16.5 | 6 |
Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Inventories | 9.4 | |
Property, plant, and equipment, net | 40.9 | |
Goodwill | 5.7 | |
Intangible assets | 9.4 | |
Valuation allowance | (41.1) | |
Total assets of discontinued operations | 24.3 | |
Discontinued Operations, Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Inventories | 41.6 | 248.2 |
Prepaid expenses and other assets | 0 | 8.2 |
Property, plant, and equipment, net | 64.4 | 132.1 |
Operating lease right-of-use assets | 7.5 | 0 |
Goodwill | 53.5 | 53.5 |
Intangible assets | 38.6 | 43.8 |
Valuation allowance | (74.5) | 0 |
Total assets of discontinued operations | 131.1 | 485.8 |
Accrued expenses and other liabilities | 8.3 | 6 |
Operating lease liabilities | 8.2 | 0 |
Total liabilities of discontinued operations | $ 16.5 | $ 6 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment - (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 1,758.8 | |
Property, plant, and equipment, gross | $ 1,784.5 | |
Less accumulated depreciation | (713.6) | |
Less accumulated depreciation | (642.2) | |
Property, plant, and equipment, net | 1,045.2 | |
Property, plant, and equipment, net | 1,142.3 | |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 53.7 | |
Property, plant, and equipment, gross | 61.6 | |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 401.2 | |
Property, plant, and equipment, gross | 421.8 | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 1,230.1 | |
Property, plant, and equipment, gross | 1,201.9 | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 73.8 | |
Property, plant, and equipment, gross | $ 99.2 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||||
Finite lived intangible asset impairment | $ 45,200,000 | $ 0 | ||
Depreciation expense | 136,500,000 | $ 145,000,000 | $ 147,400,000 | |
Cookies and Dry Dinner Asset Group | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant, and equipment impairment losses | 42,800,000 | |||
Finite lived intangible asset impairment | 45,200,000 | |||
Held-for-sale | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant, and equipment, net | $ 40,900,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) | Jan. 01, 2019segment | Sep. 30, 2019USD ($)segment | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Goodwill And Intangible Assets [Line Items] | ||||||||
Number of operating segments | segment | 1 | 3 | ||||||
Impairment losses | $ 0 | $ 0 | ||||||
Goodwill deductible for tax purposes | 368,700,000 | |||||||
Impairment of intangible assets, indefinite-lived | 0 | 0 | ||||||
Reduction amortization expense | (74,100,000) | (80,200,000) | $ (85,500,000) | |||||
Finite lived intangible asset impairment | $ 45,200,000 | 0 | ||||||
Trademarks | ||||||||
Goodwill And Intangible Assets [Line Items] | ||||||||
Indefinite lived intangibles | 22,000,000 | $ 21,400,000 | ||||||
Indefinite-lived, fair value | $ 16,000,000 | |||||||
Percentage of fair value | 10.00% | |||||||
Computer software | ||||||||
Goodwill And Intangible Assets [Line Items] | ||||||||
Finite-lived Intangible asset, useful life | 10 years | 7 years | ||||||
Snacks | ||||||||
Goodwill And Intangible Assets [Line Items] | ||||||||
Impairment losses | $ 33,000,000 | |||||||
Finite lived intangible asset impairment | $ 26,000,000 | |||||||
Intangible Assets, Amortization Period | Computer software | ||||||||
Goodwill And Intangible Assets [Line Items] | ||||||||
Reduction amortization expense | $ 5,000,000 | |||||||
Basic and diluted earnings per share (in usd per share) | $ / shares | $ 0.06 | |||||||
Held-for-sale | ||||||||
Goodwill And Intangible Assets [Line Items] | ||||||||
Intangible assets | $ 9,400,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Beginning Balance | $ 2,107.9 | $ 2,173 |
Accumulated impairment losses | (44.5) | |
Divestiture | (10.6) | |
Foreign currency translation | 5.1 | (10) |
Reclassification to assets held for sale | (5.7) | |
Ending Balance | 2,107.3 | 2,107.9 |
Baked Goods | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 555.7 | 588.7 |
Accumulated impairment losses | (33) | |
Divestiture | 0 | |
Foreign currency translation | 0 | 0 |
Reclassification to assets held for sale | (5.7) | |
Ending Balance | 550 | 555.7 |
Beverages | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 712.5 | 716.7 |
Accumulated impairment losses | 0 | |
Divestiture | 0 | |
Foreign currency translation | 2.2 | (4.2) |
Reclassification to assets held for sale | 0 | |
Ending Balance | 714.7 | 712.5 |
Meal Solutions | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 839.7 | 867.6 |
Accumulated impairment losses | (11.5) | |
Divestiture | (10.6) | |
Foreign currency translation | 2.9 | (5.8) |
Reclassification to assets held for sale | 0 | |
Ending Balance | $ 842.6 | $ 839.7 |
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 | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,032.7 | $ 1,092.7 |
Accumulated Amortization | (500) | (457.7) |
Net Carrying Amount | 532.7 | 635 |
Customer-related | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 778.1 | 861.6 |
Accumulated Amortization | (355.2) | (334) |
Net Carrying Amount | 422.9 | 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 | 53 | 52.8 |
Accumulated Amortization | (27.1) | (22.5) |
Net Carrying Amount | 25.9 | 30.3 |
Formulas/recipes | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 22.1 | 23.4 |
Accumulated Amortization | (19.2) | (17) |
Net Carrying Amount | 2.9 | 6.4 |
Computer software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 179 | 154.4 |
Accumulated Amortization | (98) | (83.7) |
Net Carrying Amount | $ 81 | $ 70.7 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Amortization Expense on Intangible Assets (Details) $ in Millions | Dec. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 63.9 |
2021 | 61.5 |
2022 | 58 |
2023 | 57.6 |
2024 | $ 56.8 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Payroll and benefits | $ 50.4 | $ 108.5 |
Trade promotion liabilities | 37.9 | 45.7 |
Operating lease liabilities | 32 | 0 |
Interest | 20 | 19.1 |
Taxes | 14.5 | 9.7 |
Health insurance, workers’ compensation, and other insurance costs | 23.9 | 29.1 |
Derivative contracts | 57.2 | 20.8 |
Other accrued liabilities | 37.3 | 19.6 |
Total | $ 273.2 | $ 252.5 |
Income Taxes - Components of (L
Income Taxes - Components of (Loss) Income Before Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||||||||
Domestic | $ (154.4) | $ (72.5) | $ (48.3) | ||||||||
Foreign | (1.4) | 14.9 | 19.8 | ||||||||
Loss before income taxes | $ 19.9 | $ (97.4) | $ (56.9) | $ (21.4) | $ (2.9) | $ 15.2 | $ (25.8) | $ (44.1) | $ (155.8) | $ (57.6) | $ (28.5) |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ 13.2 | $ (9) | $ (17.7) |
State | 2.9 | 5.5 | (2.7) |
Foreign | 1.7 | 8.9 | 10.7 |
Total current | 17.8 | 5.4 | (9.7) |
Deferred: | |||
Federal | (48.4) | (6) | (125.1) |
State | (11.8) | (6.6) | (3.6) |
Foreign | (3.1) | (4.2) | (1.4) |
Total deferred | (63.3) | (16.8) | (130.1) |
Total income tax benefit | $ (45.5) | $ (11.4) | $ (139.8) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense Computed at U.S. Federal Statutory Tax Rate to Income Tax Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Tax at statutory rate | $ (32.7) | $ (12.1) | $ (10) |
State income taxes | (7.1) | (0.3) | (4.1) |
Tax benefit of cross-border intercompany financing structure | (2.1) | (2.3) | (3.9) |
Repatriation of intangibles | (4.6) | 0 | 0 |
Meals and entertainment | 0.2 | 0.3 | 0.8 |
Disallowed officers' compensation | 1.6 | 6.3 | 0.5 |
Excess tax benefits related to stock-based compensation | (0.1) | 0.8 | (2.4) |
Section 956 inclusion, Section 78 gross-up | (0.1) | (0.2) | 13.2 |
Goodwill impairment | 1.2 | 0 | 14.4 |
Gain on divestiture | 0 | 2.2 | 0 |
Remeasurement of deferred tax assets/liabilities | 0 | (1) | (117.6) |
Transition tax | (1.9) | (0.4) | 9.6 |
Foreign tax credit | 0 | (0.1) | (29.7) |
Other tax credits | (0.9) | (1.3) | (0.8) |
Valuation allowance | 3.4 | (1.1) | 3.5 |
Uncertain tax positions | (2.5) | (2.9) | (4.5) |
Step-up in goodwill tax basis | (0.4) | (0.4) | (1.8) |
Return-to-provision | 0.1 | (0.6) | (6.3) |
Other, net | 0.4 | 1.7 | (0.7) |
Total income tax benefit | $ (45.5) | $ (11.4) | $ (139.8) |
Income Taxes - Tax Effects of T
Income Taxes - Tax Effects of Temporary Differences Giving Rise to Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Pension and postretirement benefits | $ 16.7 | $ 18 |
Accrued liabilities | 21.4 | 34 |
Stock compensation | 12.6 | 12 |
Lease liabilities | 51.4 | 0 |
Interest limitation carryover | 30.3 | 13.3 |
Loss and credit carryovers | 201.7 | 43.9 |
Other | 27.6 | 17.1 |
Total deferred tax assets | 361.7 | 138.3 |
Valuation allowance | (167.9) | (15.1) |
Total deferred tax assets, net of valuation allowance | 193.8 | 123.2 |
Deferred tax liabilities: | ||
Fixed assets and intangible assets | (238.2) | (284.3) |
Lease assets | (50.5) | 0 |
Inventory reserves | (2.5) | (5) |
Total deferred tax liabilities | (291.2) | (289.3) |
Net deferred income tax liability | $ (97.4) | $ (166.1) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Contingency [Line Items] | |||
Valuation allowance | $ 167.9 | $ 15.1 | |
Deferred tax asset on capital loss | 149.3 | ||
Deferred tax assets on federal loss | 586.9 | ||
Unrecognized tax benefits that would impact the effective tax rate, if reversed | 3.4 | 3.8 | |
Unrecognized tax benefits assumed in prior acquisitions | 9.9 | 11.6 | |
Decrease in total amount of unrecognized tax benefits within the next 12 months | (4.9) | ||
Decrease in unrecognized tax benefits is reasonably possible | 0.3 | ||
Unrecognized tax benefits, recognized interest and penalties in income tax expense (benefit) | (0.2) | (0.2) | $ 0.9 |
Unrecognized tax benefits, accrued payment of interest and penalties | 3.9 | 4.2 | |
Unrecognized tax benefits, accrued payment of interest and penalties, subject to in | 3.7 | $ 4.1 | |
Snacks | |||
Income Tax Contingency [Line Items] | |||
Valuation allowance | $ 149.3 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits beginning balance | $ 17.3 | $ 26.4 | $ 31.4 |
Additions (reductions) based on tax positions related to the current year | 0 | 0 | 1.1 |
Additions (reductions) based on tax positions of prior years | (1.1) | (0.6) | |
Additions (reductions) based on tax positions of prior years | 0.4 | ||
Reductions resulting from dispositions | (1.1) | 0 | 0 |
Reductions due to statute lapses | (2.8) | (8.3) | (4.6) |
Reductions related to settlements with taxing authorities | (0.1) | 0 | (2) |
Foreign currency translation | 0.1 | 0.1 | |
Foreign currency translation | (0.2) | ||
Unrecognized tax benefits ending balance | $ 12.3 | $ 17.3 | $ 26.4 |
Income Taxes - Income Taxes - D
Income Taxes - Income Taxes - Details of Tax Attributed Related to Net Operating Losses, Credits And Capital Losses (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Gross Attribute Amount | ||
U.S. net operating losses | $ 1 | |
Foreign net operating losses | 45.5 | |
State net operating losses | 204.6 | |
Federal credits | 0 | |
State credits | 0 | |
Federal capital loss | 586.9 | |
State capital loss | 586.9 | |
Net Attribute Amount | ||
U.S. net operating losses | 0.2 | |
Foreign net operating losses | 11.5 | |
State net operating losses | 6.8 | |
Federal credits | 14.1 | |
State credits | 15.4 | |
Federal capital loss | 123.2 | |
State capital loss | 26.1 | |
Other | 4.4 | |
Total | $ 201.7 | $ 43.9 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Finance leases | $ 3.9 | |
Finance leases | $ 2.5 | |
Total outstanding debt | 2,122.7 | 2,321.3 |
Deferred financing costs | (15.7) | (22.7) |
Less current portion | (15.3) | (1.2) |
Total long-term debt | 2,091.7 | 2,297.4 |
Term Loan A | ||
Debt Instrument [Line Items] | ||
Term Loan | 458.4 | 488.8 |
Term Loan A-1 | ||
Debt Instrument [Line Items] | ||
Term Loan | 681.6 | 851.2 |
2022 Notes | ||
Debt Instrument [Line Items] | ||
Senior notes | 375.9 | 375.9 |
2024 Notes | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 602.9 | $ 602.9 |
Scheduled Maturities of Outstan
Scheduled Maturities of Outstanding Debt, Excluding Deferred Financing Costs (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 15.3 | |
2021 | 15.2 | |
2022 | 390.8 | |
2023 | 659.9 | |
2024 | 608.1 | |
Thereafter | 433.4 | |
Total outstanding debt | $ 2,122.7 | $ 2,321.3 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) | Aug. 26, 2019 | Jun. 11, 2018 | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 01, 2017USD ($) | Nov. 30, 2017USD ($) |
Debt Instrument [Line Items] | ||||||||
Repurchases of 2022 and 2024 Notes | $ 0 | $ 196,200,000 | $ 0 | |||||
Write off of debt issuance costs | 2,400,000 | |||||||
Loss on extinguishment of debt | 4,200,000 | |||||||
Maximum leverage ratio | 4.5 | 4 | 4 | |||||
Average interest rate on debt outstanding | 4.11% | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility - maximum borrowing capacity | $ 750,000,000 | $ 750,000,000 | $ 900,000,000 | $ 750,000,000 | ||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Fees related to amended and restated credit agreement | 600,000 | 600,000 | ||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Fees related to amended and restated credit agreement | $ 1,800,000 | $ 1,800,000 | ||||||
2022 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Repurchases of 2022 and 2024 Notes | 24,100,000 | |||||||
2024 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Repurchases of 2022 and 2024 Notes | $ 172,100,000 | |||||||
Interest rate swap agreements | ||||||||
Debt Instrument [Line Items] | ||||||||
Average interest rate on debt outstanding | 3.60% |
Long-Term Debt - Revolving Cred
Long-Term Debt - Revolving Credit Facility - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 01, 2017 | Nov. 30, 2017 | Feb. 01, 2016 | |
Debt Instrument [Line Items] | ||||
Debt instrument covenant consolidated net leverage ratio (no greater than) | 4.50 | |||
Direct and Indirect Guarantor Subsidiaries | ||||
Debt Instrument [Line Items] | ||||
Ownership percentage of direct and indirect Guarantor subsidiaries | 100.00% | |||
Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, unused fee rate | 0.20% | |||
Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, unused fee rate | 0.35% | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility available | $ 723,600,000 | |||
Revolving credit facility - maximum borrowing capacity | 750,000,000 | $ 900,000,000 | $ 750,000,000 | |
Letters of credit facility issued but undrawn | $ 26,400,000 | |||
Minimum payment default amount that triggers a Cross default provision | $ 75,000,000 | |||
Revolving Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.20% | |||
Revolving Credit Facility | Minimum | Base Rate Margin | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.20% | |||
Revolving Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.70% | |||
Revolving Credit Facility | Maximum | Base Rate Margin | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.70% |
Long-Term Debt - Term Loan A -
Long-Term Debt - Term Loan A - Additional Information (Details) - Term Loan A - USD ($) | Dec. 01, 2017 | Feb. 28, 2018 | Jun. 30, 2016 |
Debt Instrument [Line Items] | |||
Term loan - issuance amount | $ 500,000,000 | $ 1,625,000,000 | $ 500,000,000 |
Minimum | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.675% | ||
Minimum | Base Rate Margin | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.675% | ||
Maximum | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 2.175% | ||
Maximum | Base Rate Margin | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.175% |
Long-Term Debt - Term Loan A-1
Long-Term Debt - Term Loan A-1 - Additional Information (Details) | Dec. 01, 2017USD ($) |
Term Loan A-1 | |
Debt Instrument [Line Items] | |
Term loan - issuance amount | $ 900,000,000 |
Long-Term Debt - 2022 Notes - A
Long-Term Debt - 2022 Notes - Additional Information (Details) - USD ($) $ in Millions | Mar. 11, 2014 | Dec. 31, 2019 |
2022 Notes | ||
Debt Instrument [Line Items] | ||
Gross proceeds from issuance of debt | $ 400 | |
Stated debt interest rate | 4.875% | |
Net proceeds from issuance of debt | $ 394 | |
Underwriting discount | $ 6 | |
Effective interest rate on senior notes | 4.99% | |
Redemption prices, plus accrued and unpaid interest, Percentage | 101.00% | |
2018 Notes | ||
Debt Instrument [Line Items] | ||
Stated debt interest rate | 7.75% |
Long-Term Debt - 2024 Notes - A
Long-Term Debt - 2024 Notes - Additional Information (Details) - USD ($) | Jan. 29, 2016 | Dec. 31, 2019 |
2024 Notes | ||
Debt Instrument [Line Items] | ||
Term loan - issuance amount | $ 775,000,000 | |
Stated debt interest rate | 6.00% | |
Net proceeds from the issuance of the 2024 Notes | $ 760,700,000 | |
Effective interest rate on senior notes | 6.23% | |
Redemption prices, plus accrued and unpaid interest, Percentage | 101.00% | |
2022 Notes and 2024 Notes | ||
Debt Instrument [Line Items] | ||
Indenture accreted amount due and payable percentage | 25.00% |
Long-Term Debt - Interest Rate
Long-Term Debt - Interest Rate Swap Agreements - Additional Information (Details) - USD ($) | Feb. 28, 2018 | Dec. 01, 2017 | Jun. 30, 2016 |
Term Loan A | |||
Debt Instrument [Line Items] | |||
Term loan - issuance amount | $ 1,625,000,000 | $ 500,000,000 | $ 500,000,000 |
Long-Term Debt - Fair Value - A
Long-Term Debt - Fair Value - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Long-term debt, fair value | $ 2,146.1 | $ 2,311.3 |
Long-term debt, carrying value | $ 2,118.8 | $ 2,318.8 |
Long-Term Debt - Capital Lease
Long-Term Debt - Capital Lease and Other Obligations - Additional Information (Details) $ in Millions | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |
Finance leases | $ 3.9 |
Machinery and equipment | |
Debt Instrument [Line Items] | |
Finance leases | $ 3.9 |
Long-Term Debt - Deferred Finan
Long-Term Debt - Deferred Financing Costs - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Deferred financing costs | $ 15.7 | $ 22.7 |
Long-term Debt | ||
Debt Instrument [Line Items] | ||
Deferred financing costs | $ 15.7 | $ 22.7 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 02, 2017 | |
Stockholders Equity Note [Line Items] | ||||
Common stock, shares authorized | 90,000,000 | 90,000,000 | ||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 | ||
Common stock, dividend declared | $ 0 | |||
Repurchase of common stock, value | $ 54,600,000 | $ 28,700,000 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 | ||
Preferred stock, shares issued | 0 | 0 | ||
Common Stock | ||||
Stockholders Equity Note [Line Items] | ||||
Stock repurchase program, authorized amount under administrative repurchase plan | $ 50,000,000 | |||
Stock repurchase program, expected annual cap | $ 150,000,000 | |||
Repurchase of common stock, shares acquired | 0 | 1,200,000 | 600,000 | |
Common Stock | Maximum | ||||
Stockholders Equity Note [Line Items] | ||||
Stock repurchase program, authorized amount | $ 400,000,000 | $ 400,000,000 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Effect of Share-Based Compensation Awards on Weighted Average Number of Shares Outstanding Used in Calculating Diluted Earnings Per Share (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |||
Weighted average common shares outstanding (in shares) | 56.2 | 56 | 57.1 |
Assumed exercise/vesting of equity awards (in shares) | 0 | 0 | 0.5 |
Weighted average diluted common shares outstanding (in shares) | 56.2 | 56 | 57.6 |
Equity awards, excluded from computation of diluted earnings (in shares) | 1.6 | 1.7 | 1.6 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost | $ 10 | |||
Expected term | 6 years | |||
Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost | 1.2 | |||
Compensation costs, unrecognized | $ 0.3 | |||
Compensation costs, recognition weighted average remaining period (in years) | 3 months 18 days | |||
Weighted average grant date fair (in usd per share) | $ 0 | $ 25.56 | ||
Share based compensation arrangement, award vesting period | 3 years | |||
Share based compensation arrangement, award expiration period | 10 years | |||
Expected term | 6 years | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost | 3.8 | |||
Share based compensation arrangement, award vesting period | 3 years | |||
Director Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of restricted stock units, earned and deferred | 91,660 | |||
Employee Restricted Stock Units and Director Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation costs, unrecognized | $ 18.9 | |||
Compensation costs, recognition weighted average remaining period (in years) | 1 year 10 months 24 days | |||
Performance Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation cost | $ 5 | |||
Compensation costs, unrecognized | $ 15.1 | |||
Compensation costs, recognition weighted average remaining period (in years) | 2 years | |||
Performance Units | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Predefined percentage for calculation of performance unit awards | 0.00% | |||
Performance Units | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Predefined percentage for calculation of performance unit awards | 200.00% | |||
TreeHouse Foods, Inc. Equity and Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum number of shares authorized to be awarded (in shares) | 17,500,000 | |||
Shares available (in shares) | 5,100,000 | |||
Vesting in year 1 | Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percent per year | 33.33% | |||
Vesting in year 1 | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percent per year | 33.33% | |||
Vesting in year 2 | Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percent per year | 33.33% | |||
Vesting in year 2 | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percent per year | 33.33% | |||
Vesting in year 3 | Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percent per year | 33.34% | |||
Vesting in year 3 | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percent per year | 33.34% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Total Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | |||
Compensation expense related to stock-based payments | $ 22.6 | $ 30.7 | $ 28.2 |
Related income tax benefit | $ 5.8 | $ 7.7 | $ 10.4 |
Stock-Based Compensation- Summ
Stock-Based Compensation- Summary of Stock Option Activity (Details) - Stock Option - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Options | ||
Beginning balance (in shares) | 1,720 | |
Forfeited (in shares) | (52) | |
Exercised (in shares) | (13) | |
Expired (in shares) | (127) | |
Ending balance (in shares) | 1,528 | 1,720 |
Vested/expected to vest, at December 31, 2019 | 1,519 | |
Exercisable, at December 31, 2019 | 1,479 | |
Weighted Average Exercise Price | ||
Beginning balance (in usd per share) | $ 75.24 | |
Forfeited (in usd per share) | 84.89 | |
Exercised (in usd per share) | 51.54 | |
Expired (in usd per share) | 81.40 | |
Ending balance (in usd per share) | 74.58 | $ 75.24 |
Vested/expected to vest, at December 31, 2019 | 74.53 | |
Exercisable, at December 31, 2019 | $ 74.28 | |
Weighted Average Remaining Contractual Term (yrs.) | ||
Outstanding | 3 years 8 months 12 days | 4 years 9 months 18 days |
Vested/expected to vest, at December 31, 2019 | 3 years 8 months 12 days | |
Exercisable, at December 31, 2019 | 3 years 7 months 6 days | |
Aggregate Intrinsic Value | ||
Beginning balance | $ 1.1 | |
Ending balance | 0.8 | $ 1.1 |
Vested/expected | 0.8 | |
Exercisable | $ 0.8 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Employee and Director Stock Option Highlights (Details) - Employee and Director Stock Option - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Intrinsic value of stock options exercised | $ 0.1 | $ 3.8 | $ 12.1 |
Tax benefit recognized from stock option exercises | $ 0 | $ 0.7 | $ 4.6 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions Used to Calculate Value of Option Awards Granted (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | |
Weighted average expected volatility | 26.74% |
Weighted average risk-free interest rate | 2.07% |
Expected dividends | 0.00% |
Expected term | 6 years |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock and Restricted Stock Unit Activity (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Employee Restricted Stock Units | |
Employee Restricted Stock Units | |
Beginning Balance (in shares) | shares | 685 |
Granted (in shares) | shares | 382 |
Vested (in shares) | shares | (279) |
Forfeited (in shares) | shares | (173) |
Ending Balance (in shares) | shares | 615 |
Weighted Average Grant Date Fair Value | |
Outstanding, Beginning Balance (in usd per share) | $ / shares | $ 52.20 |
Granted (in usd per share) | $ / shares | 62.64 |
Vested (in usd per share) | $ / shares | 59.73 |
Forfeited (in usd per share) | $ / shares | 54.70 |
Outstanding, Ending Balance (in usd per share) | $ / shares | $ 54.58 |
Director Restricted Stock Units | |
Employee Restricted Stock Units | |
Beginning Balance (in shares) | shares | 129 |
Granted (in shares) | shares | 24 |
Vested (in shares) | shares | (37) |
Forfeited (in shares) | shares | 0 |
Ending Balance (in shares) | shares | 116 |
Weighted Average Grant Date Fair Value | |
Outstanding, Beginning Balance (in usd per share) | $ / shares | $ 53.75 |
Granted (in usd per share) | $ / shares | 66.79 |
Vested (in usd per share) | $ / shares | 39.01 |
Forfeited (in usd per share) | $ / shares | 0 |
Outstanding, Ending Balance (in usd per share) | $ / shares | $ 58.30 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Employee and Director Restricted Stock and Restricted Stock Highlights (Details) - Employee Restricted Stock Units and Director Restricted Stock Units - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of vested restricted stock units | $ 19.5 | $ 16.6 | $ 14 |
Tax benefit recognized from vested restricted stock units | $ 3.7 | $ 2.5 | $ 5.1 |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Performance Unit Activity (Details) - Performance Units shares in Thousands | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Performance Units | |
Beginning Balance (in shares) | shares | 176 |
Granted (in shares) | shares | 390 |
Vested (in shares) | shares | (17) |
Forfeited (in shares) | shares | (67) |
Ending Balance (in shares) | shares | 482 |
Weighted Average Grant Date Fair Value | |
Outstanding, Beginning Balance (in usd per share) | $ / shares | $ 71.49 |
Granted (in usd per share) | $ / shares | 61.88 |
Vested (in usd per share) | $ / shares | 98.28 |
Forfeited (in usd per share) | $ / shares | 82.24 |
Outstanding, Ending Balance (in usd per share) | $ / shares | $ 61.28 |
Stock-Based Compensation - Su_6
Stock-Based Compensation - Summary of Performance Unit Highlights (Details) - Performance Units - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of vested performance units | $ 0.9 | $ 7.6 | $ 7.8 |
Tax benefit recognized from performance units vested | $ 0.2 | $ 0.1 | $ 2.5 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss- Components of Accumulated Other Comprehensive Loss Net of Tax Except for Foreign Currency Translation Adjustment (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 2,160 | $ 2,284.4 | $ 2,517.7 | [1] |
Other comprehensive income (loss) | 12.6 | (35) | 33.7 | |
Reclassifications from accumulated other comprehensive loss (3) | 0.5 | 0.5 | 6.1 | |
Other comprehensive loss | 13.1 | (35.6) | 39.8 | |
Reclassifications from accumulated other comprehensive loss - Adoption of ASU 2018-02 | 0 | (1.1) | 0 | |
Ending balance | 1,830.9 | 2,160 | 2,284.4 | |
Foreign Currency Translation | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (91.7) | (57.2) | (89.4) | |
Other comprehensive income (loss) | 12.3 | (34.5) | 32.2 | |
Reclassifications from accumulated other comprehensive loss (3) | 0 | 0 | 0 | |
Other comprehensive loss | 12.3 | (34.5) | 32.2 | |
Reclassifications from accumulated other comprehensive loss - Adoption of ASU 2018-02 | 0 | |||
Ending balance | (79.4) | (91.7) | (57.2) | |
Unrecognized Pension and Postretirement Benefits | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (5.4) | (4.3) | (11.9) | |
Other comprehensive income (loss) | 0.3 | (0.5) | 1.5 | |
Reclassifications from accumulated other comprehensive loss (3) | 0.5 | 0.5 | 6.1 | |
Other comprehensive loss | 0.8 | (1.1) | 7.6 | |
Reclassifications from accumulated other comprehensive loss - Adoption of ASU 2018-02 | (1.1) | |||
Ending balance | (4.6) | (5.4) | (4.3) | |
Accumulated Other Comprehensive Loss | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (97.1) | (61.5) | (101.3) | [1] |
Ending balance | $ (84) | $ (97.1) | $ (61.5) | |
[1] | (1) The retained earnings balance has been revised from the amounts previously reported as a result of the change in Pickles inventory valuation method from LIFO to FIFO. Refer to Note 7 for additional information. |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss Net of Tax Except for Foreign Currency Translation Adjustment (Footnote) (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Unrecognized Pension and Postretirement Benefits | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Income taxes | $ 0.2 | $ 0.2 | $ 4.7 |
Employee Pension And Postreti_3
Employee Pension And Postretirement Benefit Plans - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($)Planplan | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||
Contribution made by the company | $ 19.4 | $ 19.3 | $ 20.7 |
Pension Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Contribution made by the company | 3.7 | 2.4 | |
Pension plan contribution for next year | $ 2.2 | ||
Pension Benefits | Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percentage of plan asset allocation | 40.00% | ||
Pension Benefits | Fixed Income Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percentage of plan asset allocation | 53.00% | ||
Pension Benefits | Hedge Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percentage of plan asset allocation | 6.00% | ||
Pension Benefits | Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percentage of plan asset allocation | 1.00% | ||
Postretirement Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Contribution made by the company | $ 1.6 | 1.8 | |
Pension plan contribution for next year | 1.6 | ||
Multiemployer Plans, Postretirement Benefit | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Multiemployer plans contribution | $ 0.2 | $ 1.5 | $ 0.3 |
Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percentage of participant's annual compensation for employer matching and profit sharing contributions | 1.00% | ||
Percentage of total contributions (more than) | 5.00% | ||
Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percentage of participant's annual compensation for employer matching and profit sharing contributions | 80.00% | ||
Maximum | Pension Benefits | Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Targeted equities percentage under investment policy | 65.00% | ||
Private brands business of ConAgra Foods | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of pension plans acquired | plan | 3 | ||
Number of postretirement benefit plan acquired | Plan | 1 |
Employee Pension and Postreti_4
Employee Pension and Postretirement Benefit Plans - Multiemployer Pension Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Bakery and Confectionery Union and Industry International Pension Fund | ||||
Multiemployer Plans [Line Items] | ||||
Multiemployer plans contribution | $ 1.5 | $ 1.4 | $ 1.7 | |
Central States Southeast and Southwest Areas Pension Fund | ||||
Multiemployer Plans [Line Items] | ||||
Multiemployer plans contribution | 1 | 0.8 | 0.7 | |
Retail, Wholesale and Department Store International Union and Industry Pension Fund | ||||
Multiemployer Plans [Line Items] | ||||
Multiemployer plans contribution | 0.3 | 0.6 | 0.5 | |
Settled withdrawal liability | $ 4.3 | |||
Rockford Area Dairy Industry Local 754, Intl. Brotherhood of Teamsters Retirement Pension Plan | ||||
Multiemployer Plans [Line Items] | ||||
Multiemployer plans contribution | 0.5 | 0.5 | 0.4 | |
Western Conference of Teamsters Pension Fund | ||||
Multiemployer Plans [Line Items] | ||||
Multiemployer plans contribution | $ 0 | $ 0.8 | $ (1) |
Employee Pension and Postreti_5
Employee Pension and Postretirement Benefit Plans - Fair Value of Pension Plan Assets, by Asset Category (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 294 | $ 252 |
Fair Value, Inputs, Level 2 | Equity funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 118.4 | 90.6 |
Fair Value, Inputs, Level 2 | Fixed income funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 157.3 | 143.6 |
Fair Value, Inputs, Level 2 | Alternative funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 16.5 | 16.1 |
Fair Value, Inputs, Level 2 | Cash and equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 1.8 | $ 1.7 |
Employee Pension and Postreti_6
Employee Pension and Postretirement Benefit Plans - Summarized Information about Pension and Postretirement Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Change in plan assets: | |||
Fair value of plan assets, at beginning of year | $ 252 | ||
Company contributions | 19.4 | $ 19.3 | $ 20.7 |
Fair value of plan assets, at end of year | $ 294 | $ 252 | |
Amounts recognized in Accumulated other comprehensive income (loss): | |||
Discount rate | 3.25% | 4.40% | |
Pension Benefits | |||
Change in benefit obligations: | |||
Benefit obligation, at beginning of year | $ 300 | $ 325.2 | |
Service cost | 1.5 | 1.9 | 3.6 |
Interest cost | 12.2 | 11.9 | 14.7 |
Curtailment | (0.5) | 0 | |
Actuarial losses (gains) | 40.3 | (19.8) | |
Benefits paid | (17.5) | (19.2) | |
Benefit obligation, at end of year | 336 | 300 | 325.2 |
Change in plan assets: | |||
Fair value of plan assets, at beginning of year | 252 | 278.8 | |
Actual gain (loss) on plan assets | 55.8 | (10) | |
Company contributions | 3.7 | 2.4 | |
Benefits paid | (17.5) | (19.2) | |
Fair value of plan assets, at end of year | 294 | 252 | 278.8 |
Funded status of the plan | (42) | (48) | |
Amounts recognized in the Consolidated Balance Sheets: | |||
Current liability | (0.7) | (0.7) | |
Non-current liability | (41.3) | (47.3) | |
Net amount recognized | (42) | (48) | |
Amounts recognized in Accumulated other comprehensive income (loss): | |||
Net actuarial loss (gain) | 5.8 | 6.6 | |
Prior service cost | 0.5 | 0.7 | |
Total, before tax effect | 6.3 | 7.3 | |
Postretirement Benefits | |||
Change in benefit obligations: | |||
Benefit obligation, at beginning of year | 28.1 | 33.8 | |
Service cost | 0 | 0 | 0 |
Interest cost | 1.1 | 1.2 | 1.2 |
Curtailment | 0 | 0 | |
Actuarial losses (gains) | (0.1) | (5.1) | |
Benefits paid | (1.6) | (1.8) | |
Benefit obligation, at end of year | 27.5 | 28.1 | 33.8 |
Change in plan assets: | |||
Fair value of plan assets, at beginning of year | 0 | 0 | |
Actual gain (loss) on plan assets | 0 | 0 | |
Company contributions | 1.6 | 1.8 | |
Benefits paid | (1.6) | (1.8) | |
Fair value of plan assets, at end of year | 0 | 0 | $ 0 |
Funded status of the plan | (27.5) | (28.1) | |
Amounts recognized in the Consolidated Balance Sheets: | |||
Current liability | (1.6) | (1.8) | |
Non-current liability | (25.9) | (26.3) | |
Net amount recognized | (27.5) | (28.1) | |
Amounts recognized in Accumulated other comprehensive income (loss): | |||
Net actuarial loss (gain) | (0.2) | (0.2) | |
Prior service cost | 0 | 0 | |
Total, before tax effect | $ (0.2) | $ (0.2) |
Employee Pension and Postreti_7
Employee Pension and Postretirement Benefit Plans - Accumulated Benefit Obligation and Weighted Average Assumptions Used (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Defined Benefit Plan Disclosure [Line Items] | ||
Accumulated benefit obligation | $ 333.9 | $ 296.7 |
Weighted average assumptions used to determine the pension benefit obligations: | ||
Discount rate | 3.25% | 4.40% |
Minimum | ||
Weighted average assumptions used to determine the pension benefit obligations: | ||
Rate of compensation increases | 3.50% | 3.50% |
Maximum | ||
Weighted average assumptions used to determine the pension benefit obligations: | ||
Rate of compensation increases | 4.00% | 4.00% |
Employee Pension and Postreti_8
Employee Pension and Postretirement Benefit Plans - Key Actuarial Assumptions Used to Determine Postretirement Benefit Obligations (Details) | Dec. 31, 2019 | Dec. 31, 2018 |
Health care cost trend rates: | ||
Discount rate | 3.25% | 4.40% |
Pre-65 | ||
Health care cost trend rates: | ||
Health care cost trend rate for next year | 7.29% | 7.32% |
Ultimate rate | 4.50% | 4.50% |
Discount rate | 3.25% | 4.40% |
Post-65 | ||
Health care cost trend rates: | ||
Health care cost trend rate for next year | 8.16% | 8.21% |
Ultimate rate | 4.50% | 4.50% |
Discount rate | 3.25% | 4.40% |
Employee Pension and Postreti_9
Employee Pension and Postretirement Benefit Plans - Summary of Net Periodic Cost of Pension and Postretirement Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Pension Benefits | |||
Components of net periodic costs: | |||
Service cost | $ 1.5 | $ 1.9 | $ 3.6 |
Interest cost | 12.2 | 11.9 | 14.7 |
Expected return on plan assets | (15.2) | (15.6) | (17.4) |
Amortization of unrecognized prior service cost | 0.5 | 0.2 | 0.2 |
Amortization of unrecognized net loss | 0.2 | 0.5 | 0.9 |
Settlement expense | 0 | 0 | 0.2 |
Curtailment income | (0.5) | 0 | (1.4) |
Net periodic (benefit) cost | (1.3) | (1.1) | 0.8 |
Postretirement Benefits | |||
Components of net periodic costs: | |||
Service cost | 0 | 0 | 0 |
Interest cost | 1.1 | 1.2 | 1.2 |
Expected return on plan assets | 0 | 0 | 0 |
Amortization of unrecognized prior service cost | 0 | 0 | 0 |
Amortization of unrecognized net loss | 0 | 0 | 0 |
Settlement expense | 0 | 0 | 0 |
Curtailment income | 0 | 0 | 0 |
Net periodic (benefit) cost | $ 1.1 | $ 1.2 | $ 1.2 |
Employee Pension and Postret_10
Employee Pension and Postretirement Benefit Plans - Weighted Average Assumptions Used to Determine Pension Benefit Costs (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Pension Benefits | |||
Weighted average assumptions used to determine the periodic benefit costs: | |||
Discount rate | 4.40% | 3.70% | 4.25% |
Expected return on plan assets | 5.91% | 5.80% | 6.00% |
Pension Benefits | Minimum | |||
Weighted average assumptions used to determine the periodic benefit costs: | |||
Rate of compensation increases | 3.50% | 3.50% | 3.00% |
Pension Benefits | Maximum | |||
Weighted average assumptions used to determine the periodic benefit costs: | |||
Rate of compensation increases | 4.00% | 4.00% | 4.00% |
Postretirement Benefits | |||
Weighted average assumptions used to determine the periodic benefit costs: | |||
Discount rate | 4.40% | 3.70% | 4.25% |
Employee Pension and Postret_11
Employee Pension and Postretirement Benefit Plans - Estimated Future Pension and Postretirement Benefit Payments (Details) $ in Millions | Dec. 31, 2019USD ($) |
Pension Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
2020 | $ 19.3 |
2021 | 19.9 |
2022 | 20.3 |
2023 | 20.9 |
2024 | 21.3 |
2025-29 | 98.1 |
Postretirement Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
2020 | 1.6 |
2021 | 1.6 |
2022 | 1.7 |
2023 | 1.7 |
2024 | 1.7 |
2025-29 | $ 8.7 |
Other Operating Expense, Net (D
Other Operating Expense, Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |||
Restructuring programs | $ 99.3 | $ 149.1 | $ 38.1 |
(Gain) loss on divestitures | 0 | (14.3) | 86 |
Other | 0.3 | 0.9 | 1.1 |
Total other operating expense, net | $ 99.6 | $ 135.7 | $ 125.2 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 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 |
Class Actions Filed by Shareholders | |
Loss Contingencies [Line Items] | |
Loss contingency, number of claims | complaint | 5 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) gal in Millions, MW in Millions, DTH in Millions | Dec. 31, 2019USD ($)MWDTHgal |
Interest rate swap agreements | |
Derivative [Line Items] | |
Notional amount | $ 1,800,000,000 |
Foreign currency contracts | |
Derivative [Line Items] | |
Notional amount | $ 15,900,000 |
Electricity Contract | |
Derivative [Line Items] | |
Derivative, nonmonetary notional amount | MW | 0.1 |
Diesel Contract | |
Derivative [Line Items] | |
Derivative, nonmonetary notional amount | gal | 16.5 |
Natural Gas Contract | |
Derivative [Line Items] | |
Derivative, nonmonetary notional amount | DTH | 5.7 |
Through 2019 | Interest rate swap agreements | |
Derivative [Line Items] | |
Weighted average fixed interest rate | 1.54% |
From 2019 Through 2020 | Interest rate swap agreements | |
Derivative [Line Items] | |
Weighted average fixed interest rate | 2.68% |
From 2021 Through 2025 | Interest rate swap agreements | |
Derivative [Line Items] | |
Weighted average fixed interest rate | 2.91% |
Derivative Instruments - Deriva
Derivative Instruments - Derivative, Fair Value, and Location on Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | $ 1.6 | $ 12.2 |
Liability derivatives | 57.2 | 20.8 |
Commodity contracts | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 0.8 | 0.6 |
Liability derivatives | 0.6 | 1.8 |
Foreign currency contracts | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 0 | 1.5 |
Liability derivatives | 0.1 | 0 |
Interest rate swap agreements | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 0.8 | 10.1 |
Liability derivatives | $ 56.5 | $ 19 |
Derivative Instruments - Gains
Derivative Instruments - Gains and Losses on Derivative Contracts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Mark to market unrealized gain (loss), derivative | $ (47) | $ (22.5) | $ 2.3 |
Total unrealized (loss) gain | (47) | (22.5) | 2.3 |
Total realized gain | 8.5 | 10.8 | 1.3 |
Total (loss) gain | (38.5) | (11.7) | 3.6 |
Commodity contracts | Other expense (income), net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Mark to market unrealized gain (loss), commodity contracts | 1.5 | (2.7) | 1 |
Commodity contracts | Manufacturing related to Cost of sales and transportation related to Selling and distribution | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total realized gain | 1.5 | 3.7 | 0.8 |
Foreign currency contracts | Other expense (income), net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Mark to market unrealized gain (loss), derivative | (1.6) | 1 | (0.2) |
Foreign currency contracts | Cost of sales | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total realized gain | 0.5 | 1.6 | (0.6) |
Interest rate swap agreements | Other expense (income), net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Mark to market unrealized gain (loss), derivative | (46.9) | (20.8) | 1.5 |
Interest rate swap agreements | Interest expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total realized gain | $ 6.5 | $ 5.5 | $ 1.1 |
Segment and Geographic Inform_3
Segment and Geographic Information and Major Customers - Additional Information (Details) - segment | Jan. 01, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | |||||
Number of operating segments | 1 | 3 | |||
Customer Concentration Risk | Sales Revenue, Net | Walmart Stores, Inc. and affiliates | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk, percentage | 24.40% | 23.60% | 23.10% | ||
Customer Concentration Risk | Sales Revenue, Net | Non-U.S | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk, percentage | 7.30% | 10.30% | 10.50% | ||
Customer Concentration Risk | Trade Receivables | Costco | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk, percentage | 18.20% | ||||
Customer Concentration Risk | Trade Receivables | Aldi | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk, percentage | 12.00% | ||||
Geographic Concentration Risk | Sales Revenue, Net | Canada | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk, percentage | 5.80% | 8.70% | 8.80% |
Segment and Geographic Inform_4
Segment and Geographic Information and Major Customers - Financial Information Relating to Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 1,139.5 | $ 1,057.3 | $ 1,025.3 | $ 1,066.8 | $ 1,193.5 | $ 1,117.9 | $ 1,117.5 | $ 1,158.9 | $ 4,288.9 | $ 4,587.8 | $ 4,852.6 |
Unallocated selling, general, and administrative expenses | (510.1) | (592.9) | (629.2) | ||||||||
Unallocated cost of sales | (3,492.1) | (3,695.6) | (3,874.5) | ||||||||
Operating (loss) income | (16.1) | 83.4 | 79.2 | ||||||||
Depreciation | 136.5 | 145 | 147.4 | ||||||||
Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating (loss) income | 555.5 | 576.7 | 662.6 | ||||||||
Segment Reconciling Items | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 0 | 0 | 4.8 | ||||||||
Unallocated selling, general, and administrative expenses | (252.3) | (266.3) | (294.8) | ||||||||
Unallocated cost of sales | (16.5) | (11.1) | (23.7) | ||||||||
Unallocated corporate expense and other | (302.8) | (215.9) | (264.9) | ||||||||
Corporate office | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Depreciation | 7.5 | 13.3 | 36.6 | ||||||||
Baked Goods | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 1,465.2 | 1,551.4 | 1,580.4 | ||||||||
Operating (loss) income | 161.4 | 142.9 | 180.9 | ||||||||
Depreciation | 53.7 | 61.6 | 47.9 | ||||||||
Beverages | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 952.4 | 1,008.4 | 1,073.4 | ||||||||
Operating (loss) income | 167 | 180.3 | 226.9 | ||||||||
Depreciation | 28.8 | 26.6 | 22.2 | ||||||||
Meal Solutions | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 1,871.3 | 2,028 | 2,194 | ||||||||
Operating (loss) income | 227.1 | 253.5 | 254.8 | ||||||||
Depreciation | $ 46.5 | $ 43.5 | $ 40.7 |
Segment and Geographic Inform_5
Segment and Geographic Information and Major Customers - Long-Lived Assets by Geographic Region (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 1,045.2 | $ 1,142.3 |
United States | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 899.6 | 998.5 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 129.1 | 125.9 |
Other | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 16.5 | $ 17.9 |
Quarterly Results of Operatio_3
Quarterly Results of Operations (unaudited) - Summary of Unaudited Quarterly Results of Operations (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Net sales | $ 1,139.5 | $ 1,057.3 | $ 1,025.3 | $ 1,066.8 | $ 1,193.5 | $ 1,117.9 | $ 1,117.5 | $ 1,158.9 | $ 4,288.9 | $ 4,587.8 | $ 4,852.6 | |||
Gross profit | 225.1 | 186.3 | 189.2 | 196.2 | 251.5 | 214 | 215.1 | 211.6 | 796.8 | 892.2 | 978.1 | |||
(Loss) income before income taxes from continuing operations | 19.9 | (97.4) | (56.9) | (21.4) | (2.9) | 15.2 | (25.8) | (44.1) | (155.8) | (57.6) | (28.5) | |||
Net (loss) income from continuing operations | 15.3 | (61) | (50.1) | (14.5) | (4.4) | 12.2 | (19.5) | (34.5) | (110.3) | (46.2) | 111.3 | |||
Net (loss) income from discontinued operations | 0.2 | (116.8) | (121.7) | (12.4) | (9.5) | (9.6) | 0 | 0.9 | (250.7) | (18.2) | (390.8) | |||
Net loss | $ 15.5 | $ (177.8) | $ (171.8) | $ (26.9) | $ (13.9) | $ 2.6 | $ (19.5) | $ (33.6) | $ (361) | $ (64.4) | $ (279.5) | |||
Earnings (loss) per common share - basic: | ||||||||||||||
Continuing operations (in usd per share) | $ 0.27 | $ (1.08) | $ (0.89) | $ (0.26) | $ (0.08) | $ 0.22 | $ (0.35) | $ (0.61) | $ (1.96) | $ (0.83) | $ 1.95 | |||
Discontinued operations (in usd per share) | 0 | (2.07) | (2.16) | (0.22) | (0.17) | (0.17) | 0 | 0.02 | (4.46) | (0.33) | (6.84) | |||
Net (loss) earnings per share basic (in usd per share) | 0.27 | (3.16) | (3.05) | (0.48) | (0.25) | 0.05 | (0.35) | (0.59) | (6.42) | [1] | (1.15) | [1] | (4.89) | [1] |
Earnings (loss) per common share - diluted: | ||||||||||||||
Continuing operations (in usd per share) | 0.27 | (1.08) | (0.89) | (0.26) | (0.08) | 0.22 | (0.35) | (0.61) | (1.96) | (0.83) | 1.93 | |||
Discontinued operations (in usd per share) | 0 | (2.07) | (2.16) | (0.22) | (0.17) | (0.17) | 0 | 0.02 | (4.46) | (0.33) | (6.78) | |||
Net (loss) earnings per share diluted (in usd per share) | $ 0.27 | $ (3.16) | $ (3.05) | $ (0.48) | $ (0.25) | $ 0.05 | $ (0.35) | $ (0.59) | $ (6.42) | [1] | $ (1.15) | [1] | $ (4.85) | [1] |
[1] | The sum of the individual per share amounts may not add due to rounding. |
Guarantor and Non-Guarantor F_3
Guarantor and Non-Guarantor Financial Information - Condensed Supplemental Consolidating Balance Sheet (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current assets: | |||||
Cash and cash equivalents | $ 202.3 | $ 164.3 | $ 132.8 | $ 62.1 | |
Accounts receivable, net | 270.6 | 351.3 | |||
Inventories | 544 | 615.6 | |||
Prepaid expenses and other current assets | 44.5 | 61 | |||
Assets held for sale | 27 | 0 | |||
Assets of discontinued operations | 131.1 | 485.8 | |||
Total current assets | 1,219.5 | 1,678 | |||
Property, plant, and equipment, net | 1,045.2 | ||||
Property, plant, and equipment, net | 1,142.3 | ||||
Operating lease right-of-use assets | 175.3 | ||||
Goodwill | 2,107.3 | 2,107.9 | 2,173 | ||
Investment in subsidiaries | 0 | 0 | |||
Deferred income taxes | 0 | 0 | |||
Intangible and other assets, net | 592.1 | 701.1 | |||
Total assets | 5,139.4 | 5,629.3 | |||
Current liabilities: | |||||
Accounts payable | 508.4 | 577.9 | |||
Accrued expenses | 273.2 | 252.5 | |||
Current portion of long-term debt | 15.3 | 1.2 | |||
Liabilities of discontinued operations | 16.5 | 6 | |||
Total current liabilities | 813.4 | 837.6 | |||
Total long-term debt | 2,091.7 | 2,297.4 | |||
Operating lease liabilities | 158.5 | ||||
Deferred income taxes | 101.5 | 166.1 | |||
Other long-term liabilities | 143.4 | 168.2 | |||
Intercompany accounts (receivable) payable, net | 0 | 0 | |||
Stockholders’ equity | 1,830.9 | 2,160 | 2,284.4 | 2,517.7 | [1] |
Total liabilities and stockholders’ equity | 5,139.4 | 5,629.3 | |||
Eliminations | |||||
Current assets: | |||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | |
Accounts receivable, net | 0 | 0 | |||
Inventories | 0 | 0 | |||
Prepaid expenses and other current assets | (138.9) | (96.3) | |||
Assets held for sale | 0 | ||||
Assets of discontinued operations | 0 | 0 | |||
Total current assets | (138.9) | (96.3) | |||
Property, plant, and equipment, net | 0 | ||||
Property, plant, and equipment, net | 0 | ||||
Operating lease right-of-use assets | 0 | ||||
Goodwill | 0 | 0 | |||
Investment in subsidiaries | (5,567.2) | (5,729.8) | |||
Deferred income taxes | (56.5) | (34.2) | |||
Intangible and other assets, net | 0 | 0 | |||
Total assets | (5,762.6) | (5,860.3) | |||
Current liabilities: | |||||
Accounts payable | 0 | 0 | |||
Accrued expenses | (138.9) | (96.3) | |||
Current portion of long-term debt | 0 | 0 | |||
Liabilities of discontinued operations | 0 | 0 | |||
Total current liabilities | (138.9) | (96.3) | |||
Total long-term debt | 0 | 0 | |||
Operating lease liabilities | 0 | ||||
Deferred income taxes | (56.5) | (34.2) | |||
Other long-term liabilities | 0 | 0 | |||
Intercompany accounts (receivable) payable, net | 0 | 0 | |||
Stockholders’ equity | (5,567.2) | (5,729.8) | |||
Total liabilities and stockholders’ equity | (5,762.6) | (5,860.3) | |||
Parent Company | |||||
Current assets: | |||||
Cash and cash equivalents | 129.6 | 77.9 | 83.2 | 0 | |
Accounts receivable, net | 0.6 | 1 | |||
Inventories | 0 | 0 | |||
Prepaid expenses and other current assets | 142 | 80.9 | |||
Assets held for sale | 0 | ||||
Assets of discontinued operations | 0.5 | 0 | |||
Total current assets | 272.7 | 159.8 | |||
Property, plant, and equipment, net | 41.6 | ||||
Property, plant, and equipment, net | 42.8 | ||||
Operating lease right-of-use assets | 32.5 | ||||
Goodwill | 0 | 0 | |||
Investment in subsidiaries | 5,130.5 | 5,170.5 | |||
Deferred income taxes | 56.5 | 34.2 | |||
Intangible and other assets, net | 91.6 | 86.6 | |||
Total assets | 5,625.4 | 5,493.9 | |||
Current liabilities: | |||||
Accounts payable | 15 | 23.9 | |||
Accrued expenses | 126.1 | 71.8 | |||
Current portion of long-term debt | 14.7 | 0.6 | |||
Liabilities of discontinued operations | 0 | 0 | |||
Total current liabilities | 155.8 | 96.3 | |||
Total long-term debt | 2,090.2 | 2,296.2 | |||
Operating lease liabilities | 39.5 | ||||
Deferred income taxes | 0 | 0 | |||
Other long-term liabilities | 11.4 | 17.7 | |||
Intercompany accounts (receivable) payable, net | 1,497.6 | 923.7 | |||
Stockholders’ equity | 1,830.9 | 2,160 | |||
Total liabilities and stockholders’ equity | 5,625.4 | 5,493.9 | |||
Guarantor Subsidiaries | |||||
Current assets: | |||||
Cash and cash equivalents | 0 | 0 | 0.2 | 0.2 | |
Accounts receivable, net | 230.6 | 314.1 | |||
Inventories | 463.6 | 522.6 | |||
Prepaid expenses and other current assets | 17.7 | 59.6 | |||
Assets held for sale | 27 | ||||
Assets of discontinued operations | 130.6 | 485.8 | |||
Total current assets | 869.5 | 1,382.1 | |||
Property, plant, and equipment, net | 858 | ||||
Property, plant, and equipment, net | 955.7 | ||||
Operating lease right-of-use assets | 115.5 | ||||
Goodwill | 1,987.5 | 1,993.2 | |||
Investment in subsidiaries | 436.7 | 559.3 | |||
Deferred income taxes | 0 | 0 | |||
Intangible and other assets, net | 443.3 | 531.7 | |||
Total assets | 4,710.5 | 5,422 | |||
Current liabilities: | |||||
Accounts payable | 421.6 | 508.3 | |||
Accrued expenses | 264.4 | 258 | |||
Current portion of long-term debt | 0.6 | 0.5 | |||
Liabilities of discontinued operations | 16.5 | 6 | |||
Total current liabilities | 703.1 | 772.8 | |||
Total long-term debt | 1.4 | 0.6 | |||
Operating lease liabilities | 96.4 | ||||
Deferred income taxes | 139.2 | 183.8 | |||
Other long-term liabilities | 127.3 | 145.4 | |||
Intercompany accounts (receivable) payable, net | (1,487.4) | (851.1) | |||
Stockholders’ equity | 5,130.5 | 5,170.5 | |||
Total liabilities and stockholders’ equity | 4,710.5 | 5,422 | |||
Non-Guarantor Subsidiaries | |||||
Current assets: | |||||
Cash and cash equivalents | 72.7 | 86.4 | $ 49.4 | $ 61.9 | |
Accounts receivable, net | 39.4 | 36.2 | |||
Inventories | 80.4 | 93 | |||
Prepaid expenses and other current assets | 23.7 | 16.8 | |||
Assets held for sale | 0 | ||||
Assets of discontinued operations | 0 | 0 | |||
Total current assets | 216.2 | 232.4 | |||
Property, plant, and equipment, net | 145.6 | ||||
Property, plant, and equipment, net | 143.8 | ||||
Operating lease right-of-use assets | 27.3 | ||||
Goodwill | 119.8 | 114.7 | |||
Investment in subsidiaries | 0 | 0 | |||
Deferred income taxes | 0 | 0 | |||
Intangible and other assets, net | 57.2 | 82.8 | |||
Total assets | 566.1 | 573.7 | |||
Current liabilities: | |||||
Accounts payable | 71.8 | 45.7 | |||
Accrued expenses | 21.6 | 19 | |||
Current portion of long-term debt | 0 | 0.1 | |||
Liabilities of discontinued operations | 0 | 0 | |||
Total current liabilities | 93.4 | 64.8 | |||
Total long-term debt | 0.1 | 0.6 | |||
Operating lease liabilities | 22.6 | ||||
Deferred income taxes | 18.8 | 16.5 | |||
Other long-term liabilities | 4.7 | 5.1 | |||
Intercompany accounts (receivable) payable, net | (10.2) | (72.6) | |||
Stockholders’ equity | 436.7 | 559.3 | |||
Total liabilities and stockholders’ equity | $ 566.1 | $ 573.7 | |||
[1] | (1) The retained earnings balance has been revised from the amounts previously reported as a result of the change in Pickles inventory valuation method from LIFO to FIFO. Refer to Note 7 for additional information. |
Guarantor and Non-Guarantor F_4
Guarantor and Non-Guarantor Financial Information - Condensed Supplemental Consolidating Statement of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net sales | $ 1,139.5 | $ 1,057.3 | $ 1,025.3 | $ 1,066.8 | $ 1,193.5 | $ 1,117.9 | $ 1,117.5 | $ 1,158.9 | $ 4,288.9 | $ 4,587.8 | $ 4,852.6 |
Cost of sales | 3,492.1 | 3,695.6 | 3,874.5 | ||||||||
Gross profit | 225.1 | 186.3 | 189.2 | 196.2 | 251.5 | 214 | 215.1 | 211.6 | 796.8 | 892.2 | 978.1 |
Selling, general, and administrative expense | 510.1 | 592.9 | 629.2 | ||||||||
Amortization expense | 74.1 | 80.2 | 85.5 | ||||||||
Asset impairment | 129.1 | 0 | 59 | ||||||||
Other operating expense, net | 99.6 | 135.7 | 125.2 | ||||||||
Operating (loss) income | (16.1) | 83.4 | 79.2 | ||||||||
Interest expense | 102.4 | 107.8 | 122.4 | ||||||||
(Gain) loss on foreign currency exchange | (3.5) | 8.6 | (5) | ||||||||
Other expense (income), net | 40.8 | 24.6 | (9.7) | ||||||||
Loss before income taxes | 19.9 | (97.4) | (56.9) | (21.4) | (2.9) | 15.2 | (25.8) | (44.1) | (155.8) | (57.6) | (28.5) |
Income tax (benefit) expense | (45.5) | (11.4) | (139.8) | ||||||||
Equity in net income (loss) of subsidiaries | 0 | 0 | 0 | ||||||||
Net (loss) income from continuing operations | 15.3 | (61) | (50.1) | (14.5) | (4.4) | 12.2 | (19.5) | (34.5) | (110.3) | (46.2) | 111.3 |
Net (loss) income from discontinued operations | 0.2 | (116.8) | (121.7) | (12.4) | (9.5) | (9.6) | 0 | 0.9 | (250.7) | (18.2) | (390.8) |
Net loss | $ 15.5 | $ (177.8) | $ (171.8) | $ (26.9) | $ (13.9) | $ 2.6 | $ (19.5) | $ (33.6) | (361) | (64.4) | (279.5) |
Eliminations | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net sales | (367) | (406.1) | (355.1) | ||||||||
Cost of sales | (367) | (406.1) | (355.1) | ||||||||
Gross profit | 0 | 0 | 0 | ||||||||
Selling, general, and administrative expense | 0 | 0 | 0 | ||||||||
Amortization expense | 0 | 0 | 0 | ||||||||
Asset impairment | 0 | 0 | |||||||||
Other operating expense, net | 0 | 0 | 0 | ||||||||
Operating (loss) income | 0 | 0 | 0 | ||||||||
Interest expense | (5.7) | 0 | (8.2) | ||||||||
(Gain) loss on foreign currency exchange | 0 | 0 | 0 | ||||||||
Other expense (income), net | 5.7 | 0 | 268.1 | ||||||||
Loss before income taxes | 0 | 0 | (259.9) | ||||||||
Income tax (benefit) expense | 0 | 0 | 0 | ||||||||
Equity in net income (loss) of subsidiaries | 43.3 | (266.6) | (174.3) | ||||||||
Net (loss) income from continuing operations | 43.3 | (266.6) | (434.2) | ||||||||
Net (loss) income from discontinued operations | 0 | 0 | 0 | ||||||||
Net loss | 43.3 | (266.6) | (434.2) | ||||||||
Parent Company | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
Cost of sales | 0.2 | 0 | 0 | ||||||||
Gross profit | (0.2) | 0 | 0 | ||||||||
Selling, general, and administrative expense | 153.3 | 139.5 | 114.4 | ||||||||
Amortization expense | 10.3 | 11.8 | 12.9 | ||||||||
Asset impairment | 0 | 0 | |||||||||
Other operating expense, net | 77 | 112.1 | 9 | ||||||||
Operating (loss) income | (240.8) | (263.4) | (136.3) | ||||||||
Interest expense | 104 | 104.8 | 123.9 | ||||||||
(Gain) loss on foreign currency exchange | 0 | (0.4) | 0.7 | ||||||||
Other expense (income), net | 40.3 | 29.8 | (4.6) | ||||||||
Loss before income taxes | (385.1) | (397.6) | (256.3) | ||||||||
Income tax (benefit) expense | (95.3) | (96.1) | (98.3) | ||||||||
Equity in net income (loss) of subsidiaries | (53.3) | 247.1 | 141.1 | ||||||||
Net (loss) income from continuing operations | (343.1) | (54.4) | (16.9) | ||||||||
Net (loss) income from discontinued operations | (17.9) | (10) | (2.7) | ||||||||
Net loss | (361) | (64.4) | (19.6) | ||||||||
Guarantor Subsidiaries | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net sales | 4,104.5 | 4,374 | 4,523.2 | ||||||||
Cost of sales | 3,340.4 | 3,551.7 | 3,636.4 | ||||||||
Gross profit | 764.1 | 822.3 | 886.8 | ||||||||
Selling, general, and administrative expense | 324.1 | 419 | 475.4 | ||||||||
Amortization expense | 55.6 | 59.3 | 63 | ||||||||
Asset impairment | 129.1 | 59 | |||||||||
Other operating expense, net | 33.8 | 19.9 | 112.6 | ||||||||
Operating (loss) income | 221.5 | 324.1 | 176.8 | ||||||||
Interest expense | 0 | 0 | 0.3 | ||||||||
(Gain) loss on foreign currency exchange | (2) | 5.8 | (4.7) | ||||||||
Other expense (income), net | (0.3) | (1.1) | (266.5) | ||||||||
Loss before income taxes | 223.8 | 319.4 | 447.7 | ||||||||
Income tax (benefit) expense | 50.9 | 77.3 | (49.7) | ||||||||
Equity in net income (loss) of subsidiaries | 10 | 19.5 | 33.2 | ||||||||
Net (loss) income from continuing operations | 182.9 | 261.6 | 530.6 | ||||||||
Net (loss) income from discontinued operations | (236.2) | (14.5) | (389.5) | ||||||||
Net loss | (53.3) | 247.1 | 141.1 | ||||||||
Non-Guarantor Subsidiaries | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net sales | 551.4 | 619.9 | 684.5 | ||||||||
Cost of sales | 518.5 | 550 | 593.2 | ||||||||
Gross profit | 32.9 | 69.9 | 91.3 | ||||||||
Selling, general, and administrative expense | 32.7 | 34.4 | 39.4 | ||||||||
Amortization expense | 8.2 | 9.1 | 9.6 | ||||||||
Asset impairment | 0 | 0 | |||||||||
Other operating expense, net | (11.2) | 3.7 | 3.6 | ||||||||
Operating (loss) income | 3.2 | 22.7 | 38.7 | ||||||||
Interest expense | 4.1 | 3 | 6.4 | ||||||||
(Gain) loss on foreign currency exchange | (1.5) | 3.2 | (1) | ||||||||
Other expense (income), net | (4.9) | (4.1) | (6.7) | ||||||||
Loss before income taxes | 5.5 | 20.6 | 40 | ||||||||
Income tax (benefit) expense | (1.1) | 7.4 | 8.2 | ||||||||
Equity in net income (loss) of subsidiaries | 0 | 0 | 0 | ||||||||
Net (loss) income from continuing operations | 6.6 | 13.2 | 31.8 | ||||||||
Net (loss) income from discontinued operations | 3.4 | 6.3 | 1.4 | ||||||||
Net loss | $ 10 | $ 19.5 | $ 33.2 |
Guarantor and Non-Guarantor F_5
Guarantor and Non-Guarantor Financial Information - Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net loss | $ 15.5 | $ (177.8) | $ (171.8) | $ (26.9) | $ (13.9) | $ 2.6 | $ (19.5) | $ (33.6) | $ (361) | $ (64.4) | $ (279.5) |
Other comprehensive income (loss), net of tax: | |||||||||||
Foreign currency translation adjustments | 12.3 | (34.5) | 32.2 | ||||||||
Adoption of ASU 2018-02 reclassification to retained earnings | 0 | (1.1) | 0 | ||||||||
Pension and postretirement adjustment | 0.8 | 0 | 7.6 | ||||||||
Other comprehensive income (loss) | 13.1 | (35.6) | 39.8 | ||||||||
Equity in other comprehensive income (loss) of subsidiaries | 0 | 0 | 0 | ||||||||
Comprehensive loss | (347.9) | (100) | (239.7) | ||||||||
Eliminations | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net loss | 43.3 | (266.6) | (434.2) | ||||||||
Other comprehensive income (loss), net of tax: | |||||||||||
Foreign currency translation adjustments | 0 | 0 | 0 | ||||||||
Adoption of ASU 2018-02 reclassification to retained earnings | 0 | ||||||||||
Pension and postretirement adjustment | 0 | 0 | |||||||||
Other comprehensive income (loss) | 0 | 0 | 0 | ||||||||
Equity in other comprehensive income (loss) of subsidiaries | (25.4) | 70.1 | (72) | ||||||||
Comprehensive loss | 17.9 | (196.5) | (506.2) | ||||||||
Parent Company | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net loss | (361) | (64.4) | (19.6) | ||||||||
Other comprehensive income (loss), net of tax: | |||||||||||
Foreign currency translation adjustments | 0 | 0 | 0 | ||||||||
Adoption of ASU 2018-02 reclassification to retained earnings | 0 | ||||||||||
Pension and postretirement adjustment | 0 | 0 | |||||||||
Other comprehensive income (loss) | 0 | 0 | 0 | ||||||||
Equity in other comprehensive income (loss) of subsidiaries | 13.1 | (35.6) | 39.8 | ||||||||
Comprehensive loss | (347.9) | (100) | 20.2 | ||||||||
Guarantor Subsidiaries | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net loss | (53.3) | 247.1 | 141.1 | ||||||||
Other comprehensive income (loss), net of tax: | |||||||||||
Foreign currency translation adjustments | 0 | 0 | 0 | ||||||||
Adoption of ASU 2018-02 reclassification to retained earnings | (1.1) | ||||||||||
Pension and postretirement adjustment | 0.8 | 7.6 | |||||||||
Other comprehensive income (loss) | 0.8 | (1.1) | 7.6 | ||||||||
Equity in other comprehensive income (loss) of subsidiaries | 12.3 | (34.5) | 32.2 | ||||||||
Comprehensive loss | (40.2) | 211.5 | 180.9 | ||||||||
Non-Guarantor Subsidiaries | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net loss | 10 | 19.5 | 33.2 | ||||||||
Other comprehensive income (loss), net of tax: | |||||||||||
Foreign currency translation adjustments | 12.3 | (34.5) | 32.2 | ||||||||
Adoption of ASU 2018-02 reclassification to retained earnings | 0 | ||||||||||
Pension and postretirement adjustment | 0 | 0 | |||||||||
Other comprehensive income (loss) | 12.3 | (34.5) | 32.2 | ||||||||
Equity in other comprehensive income (loss) of subsidiaries | 0 | 0 | 0 | ||||||||
Comprehensive loss | $ 22.3 | $ (15) | $ 65.4 |
Guarantor and Non-Guarantor F_6
Guarantor and Non-Guarantor Financial Information - Condensed Supplemental Consolidating Statement of Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net cash provided by (used in) operating activities - continuing operations | $ 263.9 | $ 472.1 | $ 465.7 |
Net cash provided by operating activities - discontinued operations | 43.8 | 33.7 | 40.3 |
Net cash provided by operating activities | 307.7 | 505.8 | 506 |
Cash flows from investing activities: | |||
Additions to property, plant, and equipment | (122.7) | (155) | (135.5) |
Additions to intangible assets | (24.1) | (22.4) | (26.1) |
Intercompany transfer | 0 | 0 | 0 |
Other | 7.5 | 35 | (1.2) |
Proceeds from sale of fixed assets | 4.8 | 5.7 | 8.4 |
Proceeds from sale of business unit | 0 | 30.8 | 18.8 |
Net cash used in investing activities - continuing operations | (139.3) | (142.4) | (135.6) |
Net cash provided by (used in) investing activities - discontinued operations | 71.2 | (18.5) | (24.2) |
Net cash used in investing activities | (68.1) | (160.9) | (159.8) |
Cash flows from financing activities: | |||
Net (repayment) borrowing of debt | (201.9) | (256.3) | (254.8) |
Intercompany transfer | 0 | 0 | 0 |
Repurchases of common stock | 0 | (54.6) | (28.7) |
Receipts related to stock-based award activities | 0.7 | 4.7 | 12.1 |
Payments related to stock-based award activities | (5.7) | (8.4) | (6.9) |
Other | 3.6 | ||
Net cash used in financing activities - continuing operations | (206.9) | (311) | (278.3) |
Net cash provided by (used in) financing activities - discontinued operations | 0 | 0 | 0 |
Net cash used in financing activities | (206.9) | (311) | (278.3) |
Effect of exchange rate changes on cash and cash equivalents | 5.3 | (2.4) | 2.8 |
Net increase in cash and cash equivalents | 38 | 31.5 | 70.7 |
Cash and cash equivalents, beginning of year | 164.3 | 132.8 | 62.1 |
Cash and cash equivalents, end of year | 202.3 | 164.3 | 132.8 |
Eliminations | |||
Cash flows from operating activities: | |||
Net cash provided by (used in) operating activities - continuing operations | 43.3 | (254) | (426.9) |
Net cash provided by operating activities - discontinued operations | 0 | 0 | 0 |
Net cash provided by operating activities | 43.3 | (254) | (426.9) |
Cash flows from investing activities: | |||
Additions to property, plant, and equipment | 0 | 0 | 0 |
Additions to intangible assets | 0 | 0 | 0 |
Intercompany transfer | 1,282 | 172.7 | 37.3 |
Other | 0 | 0 | 0 |
Proceeds from sale of fixed assets | 0 | ||
Proceeds from sale of business unit | 0 | ||
Net cash used in investing activities - continuing operations | 1,282 | 172.7 | 37.3 |
Net cash provided by (used in) investing activities - discontinued operations | 0 | 0 | 0 |
Net cash used in investing activities | 1,282 | 172.7 | 37.3 |
Cash flows from financing activities: | |||
Net (repayment) borrowing of debt | 0 | 0 | 0 |
Intercompany transfer | (1,325.3) | 81.3 | 389.6 |
Repurchases of common stock | 0 | 0 | |
Receipts related to stock-based award activities | 0 | 0 | 0 |
Payments related to stock-based award activities | 0 | 0 | 0 |
Other | 0 | ||
Net cash used in financing activities - continuing operations | (1,325.3) | 81.3 | 389.6 |
Net cash provided by (used in) financing activities - discontinued operations | 0 | 0 | 0 |
Net cash used in financing activities | (1,325.3) | 81.3 | 389.6 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
Net increase in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents, beginning of year | 0 | 0 | 0 |
Cash and cash equivalents, end of year | 0 | 0 | 0 |
Parent Company | |||
Cash flows from operating activities: | |||
Net cash provided by (used in) operating activities - continuing operations | (398) | 132.8 | (146.8) |
Net cash provided by operating activities - discontinued operations | (17.9) | (10) | (2.7) |
Net cash provided by operating activities | (415.9) | 122.8 | (149.5) |
Cash flows from investing activities: | |||
Additions to property, plant, and equipment | (0.4) | (14.2) | (4.2) |
Additions to intangible assets | (24) | (21.8) | (25.5) |
Intercompany transfer | (325.7) | 52.3 | 403.4 |
Other | (6.4) | 0 | 0 |
Proceeds from sale of fixed assets | 0 | ||
Proceeds from sale of business unit | 0 | ||
Net cash used in investing activities - continuing operations | (356.5) | 16.3 | 373.7 |
Net cash provided by (used in) investing activities - discontinued operations | 0 | 0 | 0 |
Net cash used in investing activities | (356.5) | 16.3 | 373.7 |
Cash flows from financing activities: | |||
Net (repayment) borrowing of debt | (198.9) | (254.8) | (252.2) |
Intercompany transfer | 1,023.4 | 168.7 | 134.7 |
Repurchases of common stock | (54.6) | (28.7) | |
Receipts related to stock-based award activities | 0.7 | 4.7 | 12.1 |
Payments related to stock-based award activities | (5.7) | (8.4) | (6.9) |
Other | 0 | ||
Net cash used in financing activities - continuing operations | 819.5 | (144.4) | (141) |
Net cash provided by (used in) financing activities - discontinued operations | 0 | 0 | 0 |
Net cash used in financing activities | 819.5 | (144.4) | (141) |
Effect of exchange rate changes on cash and cash equivalents | 4.6 | 0 | 0 |
Net increase in cash and cash equivalents | 51.7 | (5.3) | 83.2 |
Cash and cash equivalents, beginning of year | 77.9 | 83.2 | 0 |
Cash and cash equivalents, end of year | 129.6 | 77.9 | 83.2 |
Guarantor Subsidiaries | |||
Cash flows from operating activities: | |||
Net cash provided by (used in) operating activities - continuing operations | 554.9 | 522.5 | 1,005.5 |
Net cash provided by operating activities - discontinued operations | 58.3 | 37.4 | 41.6 |
Net cash provided by operating activities | 613.2 | 559.9 | 1,047.1 |
Cash flows from investing activities: | |||
Additions to property, plant, and equipment | (108.1) | (122.7) | (113.2) |
Additions to intangible assets | (0.1) | (0.5) | (0.5) |
Intercompany transfer | (942.7) | (209.9) | (402) |
Other | (27.4) | 36.3 | 0 |
Proceeds from sale of fixed assets | 8.3 | ||
Proceeds from sale of business unit | 18.5 | ||
Net cash used in investing activities - continuing operations | (1,078.3) | (296.8) | (488.9) |
Net cash provided by (used in) investing activities - discontinued operations | 71.2 | (18.5) | (24.2) |
Net cash used in investing activities | (1,007.1) | (315.3) | (513.1) |
Cash flows from financing activities: | |||
Net (repayment) borrowing of debt | (2.4) | (1.5) | (2.5) |
Intercompany transfer | 396.3 | (246.9) | (531.5) |
Repurchases of common stock | 0 | 0 | |
Receipts related to stock-based award activities | 0 | 0 | 0 |
Payments related to stock-based award activities | 0 | 0 | 0 |
Other | 3.6 | ||
Net cash used in financing activities - continuing operations | 393.9 | (244.8) | (534) |
Net cash provided by (used in) financing activities - discontinued operations | 0 | 0 | 0 |
Net cash used in financing activities | 393.9 | (244.8) | (534) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
Net increase in cash and cash equivalents | 0 | (0.2) | 0 |
Cash and cash equivalents, beginning of year | 0 | 0.2 | 0.2 |
Cash and cash equivalents, end of year | 0 | 0 | 0.2 |
Non-Guarantor Subsidiaries | |||
Cash flows from operating activities: | |||
Net cash provided by (used in) operating activities - continuing operations | 63.7 | 70.8 | 33.9 |
Net cash provided by operating activities - discontinued operations | 3.4 | 6.3 | 1.4 |
Net cash provided by operating activities | 67.1 | 77.1 | 35.3 |
Cash flows from investing activities: | |||
Additions to property, plant, and equipment | (14.2) | (18.1) | (18.1) |
Additions to intangible assets | 0 | (0.1) | (0.1) |
Intercompany transfer | (13.6) | (15.1) | (38.7) |
Other | 41.3 | (1.3) | (1.2) |
Proceeds from sale of fixed assets | 0.1 | ||
Proceeds from sale of business unit | 0.3 | ||
Net cash used in investing activities - continuing operations | 13.5 | (34.6) | (57.7) |
Net cash provided by (used in) investing activities - discontinued operations | 0 | 0 | 0 |
Net cash used in investing activities | 13.5 | (34.6) | (57.7) |
Cash flows from financing activities: | |||
Net (repayment) borrowing of debt | (0.6) | 0 | (0.1) |
Intercompany transfer | (94.4) | (3.1) | 7.2 |
Repurchases of common stock | 0 | 0 | |
Receipts related to stock-based award activities | 0 | 0 | 0 |
Payments related to stock-based award activities | 0 | 0 | 0 |
Other | 0 | ||
Net cash used in financing activities - continuing operations | (95) | (3.1) | 7.1 |
Net cash provided by (used in) financing activities - discontinued operations | 0 | 0 | 0 |
Net cash used in financing activities | (95) | (3.1) | 7.1 |
Effect of exchange rate changes on cash and cash equivalents | 0.7 | (2.4) | 2.8 |
Net increase in cash and cash equivalents | (13.7) | 37 | (12.5) |
Cash and cash equivalents, beginning of year | 86.4 | 49.4 | 61.9 |
Cash and cash equivalents, end of year | $ 72.7 | $ 86.4 | $ 49.4 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts - Deferred Tax Valuation Allowance (Details) - Deferred Tax Valuation Allowance - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance Beginning of Year | $ (15.1) | $ (14.9) | $ (8.9) |
Additions | (153.5) | (1.6) | (6) |
Reductions | 0.7 | 1.4 | 0 |
Balance End of Year | $ (167.9) | $ (15.1) | $ (14.9) |
Uncategorized Items - ths12-31x
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 300,000 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | us-gaap_RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability | 252,500,000 |
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 | $ 1,400,000 |