Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
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, | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | Oak Brook | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60523 | |
City Area Code | 708 | |
Local Phone Number | 483-1300 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | THS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 56,082,442 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001320695 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 74.7 | $ 304.5 |
Receivables, net | 155.1 | 151.3 |
Inventories | 648.9 | 461.6 |
Prepaid expenses and other current assets | 64.6 | 57 |
Assets of discontinued operations | 1,251.7 | 1,208.1 |
Total current assets | 2,195 | 2,182.5 |
Property, plant, and equipment, net | 655.8 | 700.1 |
Operating lease right-of-use assets | 182.9 | 138.1 |
Goodwill | 1,817 | 1,821.9 |
Intangible assets, net | 305.4 | 336.6 |
Other assets, net | 32 | 28.6 |
Total assets | 5,188.1 | 5,207.8 |
Current liabilities: | ||
Accounts payable | 721.9 | 625.9 |
Accrued expenses | 186.5 | 233.9 |
Current portion of long-term debt | 11.3 | 15.4 |
Liabilities of discontinued operations | 339.4 | 282.5 |
Total current liabilities | 1,259.1 | 1,157.7 |
Long-term debt | 1,879.4 | 1,890 |
Operating lease liabilities | 158.6 | 119 |
Deferred income taxes | 106.9 | 105.1 |
Other long-term liabilities | 69.1 | 90.6 |
Total liabilities | 3,473.1 | 3,362.4 |
Commitments and contingencies (Note 18) | ||
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, 56.1 and 55.8 shares outstanding as of September 30, 2022 and December 31, 2021, respectively | 0.6 | 0.6 |
Treasury stock | (133.3) | (133.3) |
Additional paid-in capital | 2,200.5 | 2,187.4 |
Accumulated deficit | (278.6) | (155.7) |
Accumulated other comprehensive loss | (74.2) | (53.6) |
Total stockholders' equity | 1,715 | 1,845.4 |
Total liabilities and stockholders' equity | $ 5,188.1 | $ 5,207.8 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 90,000,000 | 90,000,000 |
Common stock, shares outstanding (in shares) | 56,100,000 | 55,800,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Income Statement [Abstract] | |||||
Net sales | $ 875 | $ 751.7 | $ 2,457.8 | $ 2,129.6 | |
Cost of sales | 745.7 | 625.8 | 2,118.8 | 1,784.8 | |
Gross profit | 129.3 | 125.9 | 339 | 344.8 | |
Operating expenses: | |||||
Selling and distribution | 52 | 50.1 | 167.9 | 143.8 | |
General and administrative | 51.5 | 38.1 | 160.5 | 142 | |
Amortization expense | 11.9 | 11.8 | 35.7 | 35.4 | |
Other operating expense, net | 23.4 | 16.9 | 66.4 | 57.8 | |
Total operating expenses | 138.8 | 116.9 | 430.5 | 379 | |
Operating (loss) income | (9.5) | 9 | (91.5) | (34.2) | |
Other expense (income): | |||||
Interest expense | 17.5 | 16.5 | 51.2 | 55.5 | |
Loss on extinguishment of debt | 0 | 0 | 0 | 14.4 | |
Loss (gain) on foreign currency exchange | 3 | 0.6 | 3 | (0.3) | |
Other income, net | (16.9) | (3.6) | (84.7) | (38.7) | |
Total other expense (income) | 3.6 | 13.5 | (30.5) | 30.9 | |
Loss before income taxes | (13.1) | (4.5) | (61) | (65.1) | |
Income tax expense (benefit) | 2 | (0.4) | (4.8) | (15) | |
Net loss from continuing operations | (15.1) | (4.1) | (56.2) | (50.1) | |
Net (loss) income from discontinued operations | (75.4) | 10.8 | (66.7) | 66.7 | |
Net (loss) income | $ (90.5) | $ 6.7 | $ (122.9) | $ 16.6 | |
Earnings (loss) per common share - basic: | |||||
Continuing operations (in usd per share) | $ (0.27) | $ (0.07) | $ (1) | $ (0.90) | |
Discontinued operations (in usd per share) | (1.34) | 0.19 | (1.19) | 1.19 | |
Earnings (loss) per share basic (in usd per share) | [1] | (1.61) | 0.12 | (2.19) | 0.30 |
Earnings (loss) per common share - diluted: | |||||
Continuing operations (in usd per share) | (0.27) | (0.07) | (1) | (0.90) | |
Discontinued operations (in usd per share) | (1.34) | 0.19 | (1.19) | 1.19 | |
Earnings (loss) per share diluted (in usd per share) | [1] | $ (1.61) | $ 0.12 | $ (2.19) | $ 0.30 |
Weighted average common shares: | |||||
Basic (in shares) | 56.1 | 55.8 | 56 | 55.9 | |
Diluted (in shares) | 56.1 | 55.8 | 56 | 55.9 | |
[1]The sum of the individual per share amounts may not add due to rounding. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (90.5) | $ 6.7 | $ (122.9) | $ 16.6 |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustments | (14.5) | (9.2) | (20.8) | (2.5) |
Pension and postretirement reclassification adjustment | 0.1 | 0.2 | 0.2 | 0.5 |
Other comprehensive loss | (14.4) | (9) | (20.6) | (2) |
Comprehensive (loss) income | $ (104.9) | $ (2.3) | $ (143.5) | $ 14.6 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2020 | 58.3 | |||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2020 | (2.4) | |||||
Beginning balance at Dec. 31, 2020 | $ 1,865 | $ 0.6 | $ 2,179.9 | $ (143.2) | $ (108.3) | $ (64) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 1.5 | 1.5 | ||||
Other comprehensive income (loss) | 1 | 1 | ||||
Issuance of stock awards (in shares) | 0.3 | |||||
Issuance of stock awards | (7.9) | (7.9) | ||||
Stock-based compensation | 4.9 | 4.9 | ||||
Ending balance (in shares) at Mar. 31, 2021 | 58.6 | |||||
Treasury stock, ending balance (in shares) at Mar. 31, 2021 | (2.4) | |||||
Ending balance at Mar. 31, 2021 | 1,864.5 | $ 0.6 | 2,176.9 | (141.7) | $ (108.3) | (63) |
Beginning balance (in shares) at Dec. 31, 2020 | 58.3 | |||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2020 | (2.4) | |||||
Beginning balance at Dec. 31, 2020 | 1,865 | $ 0.6 | 2,179.9 | (143.2) | $ (108.3) | (64) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 16.6 | |||||
Other comprehensive income (loss) | (2) | |||||
Ending balance (in shares) at Sep. 30, 2021 | 58.7 | |||||
Treasury stock, ending balance (in shares) at Sep. 30, 2021 | (2.9) | |||||
Ending balance at Sep. 30, 2021 | 1,857.8 | $ 0.6 | 2,183.1 | (126.6) | $ (133.3) | (66) |
Beginning balance (in shares) at Mar. 31, 2021 | 58.6 | |||||
Treasury stock, beginning balance (in shares) at Mar. 31, 2021 | (2.4) | |||||
Beginning balance at Mar. 31, 2021 | 1,864.5 | $ 0.6 | 2,176.9 | (141.7) | $ (108.3) | (63) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 8.4 | 8.4 | ||||
Other comprehensive income (loss) | 6 | 6 | ||||
Treasury stock repurchases (in shares) | (0.5) | |||||
Treasury stock repurchases | (25) | $ (25) | ||||
Issuance of stock awards | (0.1) | (0.1) | ||||
Stock-based compensation | 4.7 | 4.7 | ||||
Ending balance (in shares) at Jun. 30, 2021 | 58.6 | |||||
Treasury stock, ending balance (in shares) at Jun. 30, 2021 | (2.9) | |||||
Ending balance at Jun. 30, 2021 | 1,858.5 | $ 0.6 | 2,181.5 | (133.3) | $ (133.3) | (57) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 6.7 | 6.7 | ||||
Other comprehensive income (loss) | (9) | (9) | ||||
Issuance of stock awards (in shares) | 0.1 | |||||
Issuance of stock awards | (0.1) | (0.1) | ||||
Stock-based compensation | 1.7 | 1.7 | ||||
Ending balance (in shares) at Sep. 30, 2021 | 58.7 | |||||
Treasury stock, ending balance (in shares) at Sep. 30, 2021 | (2.9) | |||||
Ending balance at Sep. 30, 2021 | $ 1,857.8 | $ 0.6 | 2,183.1 | (126.6) | $ (133.3) | (66) |
Beginning balance (in shares) at Dec. 31, 2021 | 55.8 | 58.7 | ||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2021 | (2.9) | |||||
Beginning balance at Dec. 31, 2021 | $ 1,845.4 | $ 0.6 | 2,187.4 | (155.7) | $ (133.3) | (53.6) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (3) | (3) | ||||
Other comprehensive income (loss) | 4.4 | 4.4 | ||||
Issuance of stock awards (in shares) | 0.2 | |||||
Issuance of stock awards | (3.3) | (3.3) | ||||
Stock-based compensation | 4.3 | 4.3 | ||||
Ending balance (in shares) at Mar. 31, 2022 | 58.9 | |||||
Treasury stock, ending balance (in shares) at Mar. 31, 2022 | (2.9) | |||||
Ending balance at Mar. 31, 2022 | $ 1,847.8 | $ 0.6 | 2,188.4 | (158.7) | $ (133.3) | (49.2) |
Beginning balance (in shares) at Dec. 31, 2021 | 55.8 | 58.7 | ||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2021 | (2.9) | |||||
Beginning balance at Dec. 31, 2021 | $ 1,845.4 | $ 0.6 | 2,187.4 | (155.7) | $ (133.3) | (53.6) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (122.9) | |||||
Other comprehensive income (loss) | $ (20.6) | |||||
Ending balance (in shares) at Sep. 30, 2022 | 56.1 | 59 | ||||
Treasury stock, ending balance (in shares) at Sep. 30, 2022 | (2.9) | |||||
Ending balance at Sep. 30, 2022 | $ 1,715 | $ 0.6 | 2,200.5 | (278.6) | $ (133.3) | (74.2) |
Beginning balance (in shares) at Mar. 31, 2022 | 58.9 | |||||
Treasury stock, beginning balance (in shares) at Mar. 31, 2022 | (2.9) | |||||
Beginning balance at Mar. 31, 2022 | 1,847.8 | $ 0.6 | 2,188.4 | (158.7) | $ (133.3) | (49.2) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (29.4) | (29.4) | ||||
Other comprehensive income (loss) | (10.6) | (10.6) | ||||
Stock-based compensation | 5.8 | 5.8 | ||||
Ending balance (in shares) at Jun. 30, 2022 | 58.9 | |||||
Treasury stock, ending balance (in shares) at Jun. 30, 2022 | (2.9) | |||||
Ending balance at Jun. 30, 2022 | 1,813.6 | $ 0.6 | 2,194.2 | (188.1) | $ (133.3) | (59.8) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (90.5) | (90.5) | ||||
Other comprehensive income (loss) | (14.4) | (14.4) | ||||
Issuance of stock awards (in shares) | 0.1 | |||||
Issuance of stock awards | (0.5) | (0.5) | ||||
Stock-based compensation | $ 6.8 | 6.8 | ||||
Ending balance (in shares) at Sep. 30, 2022 | 56.1 | 59 | ||||
Treasury stock, ending balance (in shares) at Sep. 30, 2022 | (2.9) | |||||
Ending balance at Sep. 30, 2022 | $ 1,715 | $ 0.6 | $ 2,200.5 | $ (278.6) | $ (133.3) | $ (74.2) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (122.9) | $ 16.6 |
Net (loss) income from discontinued operations | (66.7) | 66.7 |
Net loss from continuing operations | (56.2) | (50.1) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 106.9 | 112.3 |
Stock-based compensation | 15.2 | 10.1 |
Loss on extinguishment of debt | 0 | 14.4 |
Unrealized gain on derivative contracts | (79.3) | (33.1) |
Deferred income taxes | 5.7 | (1.3) |
Other | 6.8 | 3.5 |
Changes in operating assets and liabilities, net of acquisitions and divestitures: | ||
Receivables | (6.1) | 27.3 |
Inventories | (199.3) | (90.8) |
Prepaid expenses and other assets | 22 | (5.3) |
Accounts payable | 110.5 | 12.1 |
Accrued expenses and other liabilities | (16.6) | (56.1) |
Net cash used in operating activities - continuing operations | (90.4) | (57) |
Net cash (used in) provided by operating activities - discontinued operations | (23.7) | 111.2 |
Net cash (used in) provided by operating activities | (114.1) | 54.2 |
Cash flows from investing activities: | ||
Additions to property, plant, and equipment | (55.1) | (58.9) |
Additions to intangible assets | (6.2) | (11.5) |
Proceeds from sale of fixed assets | 4.8 | 0.1 |
Proceeds from sale of investments | 0 | 17.2 |
Net cash used in investing activities - continuing operations | (56.5) | (53.1) |
Net cash (used in) provided by investing activities - discontinued operations | (35.9) | 60.4 |
Net cash (used in) provided by investing activities | (92.4) | 7.3 |
Cash flows from financing activities: | ||
Borrowings under Revolving Credit Facility | 326.9 | 194.4 |
Payments under Revolving Credit Facility | (326.9) | (194.4) |
Payments on financing lease obligations | (1) | (1.3) |
Payment of deferred financing costs | (2.7) | (8.5) |
Payments on Term Loans | (14.3) | (1,133.2) |
Proceeds from refinanced Term Loans | 0 | 1,430 |
Repurchase of Notes | 0 | (602.9) |
Payment of debt premium for extinguishment of debt | 0 | (9) |
Repurchases of common stock | 0 | (25) |
Payments related to stock-based award activities | (3.8) | (8) |
Net cash used in financing activities - continuing operations | (21.8) | (357.9) |
Net cash used in financing activities - discontinued operations | (0.3) | (0.3) |
Net cash used in financing activities | (22.1) | (358.2) |
Effect of exchange rate changes on cash and cash equivalents | (2.5) | (0.5) |
Net decrease in cash and cash equivalents | (231.1) | (297.2) |
Add: Cash and cash equivalents of discontinued operations, beginning of period | 4.1 | 11.8 |
Less: Cash and cash equivalents of discontinued operations, end of period | (2.8) | (12.5) |
Cash and cash equivalents, beginning of period | 304.5 | 352.8 |
Cash and cash equivalents, end of period | 74.7 | 54.9 |
Supplemental cash flow disclosures: | ||
Interest paid | 51 | 60.3 |
Net income taxes (refunded) paid | (2.3) | 0.5 |
Non-cash investing activities: | ||
Accrued purchase of property and equipment | 21.5 | 16.8 |
Accrued other intangible assets | 1.2 | 2.5 |
Right-of-use assets obtained in exchange for lease obligations | $ 77.2 | $ 17.1 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION The unaudited Condensed Consolidated Financial Statements included herein have been prepared by TreeHouse Foods, Inc. and its consolidated subsidiaries (the "Company," "TreeHouse," "we," "us," or "our"), pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to quarterly reporting on Form 10-Q. In our opinion, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted as permitted by such rules and regulations. The Condensed Consolidated Financial Statements and related notes should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Results of operations for interim periods are not necessarily indicative of annual results. Use of Estimates The preparation of our Condensed Consolidated Financial Statements in conformity with GAAP requires management to use judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from these estimates. Summary of Significant Accounting Policies A detailed description of the Company's significant accounting policies can be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Discontinued Operations On October 3, 2022, the Company completed the sale of a significant portion of the Company’s Meal Preparation business, including pasta, pourable and spoonable dressing, preserves, red sauces, syrup, dry blends and baking, dry dinners, pie filling, pita chips and other sauces, for a base purchase price of $950 million (the "Transaction" or the "Business"), subject to certain adjustments pursuant to the terms of the Stock Purchase Agreement, dated as of August 10, 2022. This Transaction is in line with the Company’s strategy to build leadership and depth around a focused group of categories in its higher-growth businesses. Beginning in the third quarter of 2022, the Business met the criteria for discontinued operations presentation, and, as such, has been excluded from continuing operations for all periods presented. Refer to Note 7 for additional information. Segment Information As a result of entering into the Transaction, the Company changed the structure of its internal organization and reporting in the third quarter of 2022 and began operating as one segment. The Company manages operations on a company-wide basis, thereby making determinations as to the allocation of resources as one segment. We manufacture and distribute private label food and beverages in North America. Our products are primarily shelf stable and share similar customers and distribution. The Chief Executive Officer, who has been identified as our Chief Operating Decision Maker ("CODM") allocates resources and assesses performance based upon discrete financial information at the consolidated level. We have one segment manager who reports directly to the CODM with incentive compensation based on aggregated consolidated results of the Company. The annual operating plan is prepared and approved by the CODM based on consolidated results of the Company. We operate our business with a centralized financial systems infrastructure, and we share centralized resources for sales, procurement, and general and administrative activities. The majority of our manufacturing plants each produce one food or beverage category. Refer to Note 20 for disaggregation of revenue for additional information of our principal products sold. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. RECENT ACCOUNTING PRONOUNCEMENTS Adopted In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. ASU 2020-04 was further amended in January 2021 by ASU 2021-01, Reference Rate Reform (Topic 848): Scope. This guidance provides optional expedients and exceptions for applying GAAP to transactions affected by reference rate reform if certain criteria are met. These transactions include contract modifications, hedging relationships, and the sale or transfer of debt securities classified as held-to-maturity. This guidance is effective as of March 12, 2020 through December 31, 2022 and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company has identified agreements that reference LIBOR, including interest rate swap agreements, accounts receivable sale agreements, and debt agreements. The new guidance has been or will be applied as these contracts are modified to reference other rates. The Company adopted this guidance during the second quarter of 2022 as a result of a modification to a receivable sale agreement. The adoption did not have a material impact on the Company's financial statements. |
Growth, Reinvestment, and Restr
Growth, Reinvestment, and Restructuring Programs | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Growth, Reinvestment, and Restructuring Programs | 3. GROWTH, REINVESTMENT, AND RESTRUCTURING PROGRAMS The Company’s growth, reinvestment, and restructuring activities are part of an enterprise-wide transformation to build long-term sustainable growth and improve profitability for the Company. These activities are aggregated into the following categories: (1) Strategic Growth Initiatives (expected completion in 2023) – a growth and reinvestment strategy and (2) other (collectively the "Growth, Reinvestment, and Restructuring Programs"). Below is a description of each of the Growth, Reinvestment, and Restructuring Programs: (1) Strategic Growth Initiatives In the first quarter of 2021, the Company began executing on its growth and reinvestment initiatives designed to invest in our commercial organization, adapt the supply chain to better support long-term growth opportunities, and further enable the Company to build greater depth in growth categories. These initiatives are intended to better position the Company to accelerate future revenue and earnings growth, and improve the execution of our strategy to be our customers' preferred manufacturing and distribution partner. This reinvestment will occur through 2023, and the cumulative costs incurred to date are $91.1 million. The Company currently expects the total costs will be up to $130.0 million, comprised of consulting and professional fees, employee-related costs, and investment in information technology. Consulting and professional fees are expected to include building digital capabilities and advancing automation and value engineering in our supply chain network. Employee-related costs primarily consist of severance, retention, and dedicated employee costs. (2) Other Other costs include restructuring costs incurred for retention, severance, organization redesign, information technology system implementation, costs to exit facilities or production, and other administrative costs. Retention includes one-time cash recognition payments that were expensed ratably from the fourth quarter of 2021 to the first quarter of 2022 as well as additional cash bonuses and stock-based compensation to drive retention through 2023. The costs by activity for the Growth, Reinvestment, and Restructuring Programs are outlined below: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) Strategic Growth Initiatives $ 6.5 $ 13.4 $ 31.1 $ 43.0 Other 15.9 3.5 35.3 14.7 Total $ 22.4 $ 16.9 $ 66.4 $ 57.7 As part of our growth, reinvestment, and restructuring programs, we generally incur expenses that qualify as exit and disposal costs under U.S. GAAP. These include severance and employee separation costs and other exit costs. Severance and employee separation costs primarily relate to cash severance, non-cash severance, including accelerated equity award compensation expense, pension, and other termination benefits. Other exit costs typically relate to lease and contract terminations. We also incur expenses that are an integral component of, and directly attributable to, our growth, reinvestment, and restructuring activities, which do not qualify as exit and disposal costs under U.S. GAAP. These include asset-related costs and other costs. Asset-related costs primarily relate to accelerated depreciation and certain long-lived asset impairments. Other costs primarily relate to start-up costs of new facilities, consulting and professional fees, information technology implementation, asset relocation costs, and costs to exit facilities. Below is a summary of costs by type associated with the Growth, Reinvestment, and Restructuring Programs: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) Employee-related $ 12.5 $ 4.3 $ 31.8 $ 16.3 Other costs 9.9 12.6 34.6 41.4 Total $ 22.4 $ 16.9 $ 66.4 $ 57.7 For the three and nine months ended September 30, 2022 and 2021, employee-related costs primarily consisted of retention, severance, and dedicated project employee cost; and other costs primarily consisted of consulting services. Employee-related and other costs are recognized in Other operating expense, net of the Condensed Consolidated Statements of Operations. The table below presents the exit cost liabilities related to severance and retention activity for the Growth, Reinvestment, and Restructuring Programs as of September 30, 2022. All amounts in the table below include continuing and discontinued operations: Severance Retention Total Exit Cost Liabilities (In millions) Balance as of December 31, 2021 $ 3.9 $ 9.7 $ 13.6 Expenses recognized 12.3 17.6 29.9 Cash payments (6.1) (17.8) (23.9) Balance as of September 30, 2022 $ 10.1 $ 9.5 $ 19.6 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
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 11 years. Some of the Company's leases include options to extend the leases for up to 26 years, and some include options to terminate the leases within 1 year. Supplemental balance sheet information related to leases was as follows: Balance Sheet Classification September 30, 2022 December 31, 2021 (In millions) Assets Operating Operating lease right-of-use assets $ 182.9 $ 138.1 Finance Property, plant, and equipment, net 1.3 2.2 Total assets $ 184.2 $ 140.3 Liabilities Current liabilities Operating Accrued expenses $ 38.1 $ 33.1 Finance Current portion of long-term debt 0.6 1.0 Total current liabilities 38.7 34.1 Noncurrent liabilities Operating Operating lease liabilities 158.6 119.0 Finance Long-term debt 0.7 1.2 Total noncurrent liabilities 159.3 120.2 Total lease liabilities $ 198.0 $ 154.3 The weighted-average discount rates for the Company's operating and finance leases are as follows: Weighted-average discount rate September 30, 2022 December 31, 2021 Operating leases 4.3 % 4.3 % Finance leases 2.7 % 2.9 % The weighted-average remaining lease term of the Company's operating and finance leases are as follows: Weighted-average remaining lease term September 30, 2022 December 31, 2021 Operating leases 5.9 years 6.7 years Finance leases 2.5 years 2.8 years The components of lease expense were as follows: Three Months Ended September 30, Nine Months Ended September 30, Statement of Operations Classification 2022 2021 2022 2021 (In millions) Operating lease cost Cost of sales and General and administrative $ 12.1 $ 8.5 $ 29.0 $ 25.8 Finance lease cost: Amortization of right-of-use assets Cost of sales and General and administrative 0.3 0.3 0.9 1.1 Interest on lease liabilities Interest expense — — — 0.1 Total finance lease cost 0.3 0.3 0.9 1.2 Variable lease cost (1) Cost of sales and General and administrative 3.7 4.2 11.9 11.6 Net lease cost $ 16.1 $ 13.0 $ 41.8 $ 38.6 (1) Includes short-term leases, which are immaterial. Future maturities of lease liabilities were as follows: Operating Leases (1) Finance Leases (In millions) Three months ended December 31, 2022 $ 11.3 $ 0.2 2023 44.2 0.5 2024 38.8 0.4 2025 35.6 0.2 2026 34.8 — Thereafter 59.6 — Total lease payments 224.3 1.3 Less: Interest (27.6) — Present value of lease liabilities $ 196.7 $ 1.3 (1) Operating lease payments include $2.8 million related to options to extend lease terms that are reasonably certain of being exercised. Other information related to leases were as follows: Nine Months Ended Nine Months Ended September 30, 2022 September 30, 2021 (In millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 27.8 $ 27.6 Financing cash flows from finance leases 1.0 1.3 |
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 11 years. Some of the Company's leases include options to extend the leases for up to 26 years, and some include options to terminate the leases within 1 year. Supplemental balance sheet information related to leases was as follows: Balance Sheet Classification September 30, 2022 December 31, 2021 (In millions) Assets Operating Operating lease right-of-use assets $ 182.9 $ 138.1 Finance Property, plant, and equipment, net 1.3 2.2 Total assets $ 184.2 $ 140.3 Liabilities Current liabilities Operating Accrued expenses $ 38.1 $ 33.1 Finance Current portion of long-term debt 0.6 1.0 Total current liabilities 38.7 34.1 Noncurrent liabilities Operating Operating lease liabilities 158.6 119.0 Finance Long-term debt 0.7 1.2 Total noncurrent liabilities 159.3 120.2 Total lease liabilities $ 198.0 $ 154.3 The weighted-average discount rates for the Company's operating and finance leases are as follows: Weighted-average discount rate September 30, 2022 December 31, 2021 Operating leases 4.3 % 4.3 % Finance leases 2.7 % 2.9 % The weighted-average remaining lease term of the Company's operating and finance leases are as follows: Weighted-average remaining lease term September 30, 2022 December 31, 2021 Operating leases 5.9 years 6.7 years Finance leases 2.5 years 2.8 years The components of lease expense were as follows: Three Months Ended September 30, Nine Months Ended September 30, Statement of Operations Classification 2022 2021 2022 2021 (In millions) Operating lease cost Cost of sales and General and administrative $ 12.1 $ 8.5 $ 29.0 $ 25.8 Finance lease cost: Amortization of right-of-use assets Cost of sales and General and administrative 0.3 0.3 0.9 1.1 Interest on lease liabilities Interest expense — — — 0.1 Total finance lease cost 0.3 0.3 0.9 1.2 Variable lease cost (1) Cost of sales and General and administrative 3.7 4.2 11.9 11.6 Net lease cost $ 16.1 $ 13.0 $ 41.8 $ 38.6 (1) Includes short-term leases, which are immaterial. Future maturities of lease liabilities were as follows: Operating Leases (1) Finance Leases (In millions) Three months ended December 31, 2022 $ 11.3 $ 0.2 2023 44.2 0.5 2024 38.8 0.4 2025 35.6 0.2 2026 34.8 — Thereafter 59.6 — Total lease payments 224.3 1.3 Less: Interest (27.6) — Present value of lease liabilities $ 196.7 $ 1.3 (1) Operating lease payments include $2.8 million related to options to extend lease terms that are reasonably certain of being exercised. Other information related to leases were as follows: Nine Months Ended Nine Months Ended September 30, 2022 September 30, 2021 (In millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 27.8 $ 27.6 Financing cash flows from finance leases 1.0 1.3 |
Receivables Sales Program
Receivables Sales Program | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Receivables Sales Program | 5. RECEIVABLES SALES PROGRAM The Company has entered into agreements to sell certain trade accounts receivable to unrelated, third-party financial institutions at a discount (collectively, "the Receivables Sales Program"). The agreements can be terminated by either party with 60 days' notice. The Receivables Sales Program is used by the Company to manage liquidity in a cost-effective manner. The Company has no retained interest in the receivables sold under the Receivables Sales Program; however, under the agreements, the Company does have collection and administrative responsibilities for the sold receivables. Under the Receivables Sales Program, the maximum amount of outstanding accounts receivables sold at any time is $500.0 million. The following table includes the outstanding amount of accounts receivable sold under the Receivables Sales Program and the receivables collected from customers and not remitted to the financial institutions. All amounts in the table below include continuing and discontinued operations: September 30, 2022 December 31, 2021 (In millions) Outstanding accounts receivable sold $ 378.0 $ 357.3 Receivables collected and not remitted to financial institutions 216.4 205.0 Receivables sold under the Receivables Sales Program are derecognized from the Company's Condensed Consolidated Balance Sheet at the time of the sale and the proceeds from such sales are reflected as a component of the change in receivables in the operating activities section of the Condensed Consolidated Statements of Cash Flows. The receivables collected and not remitted to financial institutions are included in Accounts payable in the Condensed Consolidated Balance Sheets. The following table summarizes the cash flows of the Company's accounts receivables associated with the Receivables Sales Program. All amounts in the table below include continuing and discontinued operations: Nine Months Ended September 30, 2022 2021 (In millions) Receivables sold $ 1,782.3 $ 1,312.3 Receivables collected and remitted to financial institutions (1,761.6) (1,316.3) The loss on sale of receivables from continuing operations represents the discount taken by third-party financial institutions and was $2.0 million and $0.5 million for the three months ended September 30, 2022 and 2021, respectively, and $3.3 million and $1.2 million for the nine months ended September 30, 2022 and 2021, respectively, and is included in Other income, net in the Condensed Consolidated Statements of Operations. The Company has not recognized any servicing assets or liabilities as of September 30, 2022 or December 31, 2021, as the fair value of the servicing arrangement as well as the fees earned were not material to the financial statements. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. INVENTORIES September 30, 2022 December 31, 2021 (In millions) Raw materials and supplies $ 259.8 $ 183.0 Finished goods 389.1 278.6 Total inventories $ 648.9 $ 461.6 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 7. DISCONTINUED OPERATIONS Sale of a Significant Portion of the Meal Preparation Business On August 10, 2022, the Company, entered into a Stock Purchase Agreement (the "Purchase Agreement") with two entities affiliated with Investindustrial: Rushmore Investment III LLC, a Delaware limited liability company ("US Buyer") and 1373978 B.C., ULC, a British Columbia unlimited liability company ("CA Buyer" and together with US Buyer, the "Buyer"). On October 3, 2022, the Company completed the sale of a significant portion of the Company’s Meal Preparation business (the "Business") for a base purchase price of $950.0 million, subject to certain adjustments pursuant to the terms of the Purchase Agreement. The purchase price consists of approximately $527.5 million in cash and approximately $422.5 million in a five-year secured seller promissory note issued by Rushmore Investment III LLC in favor of the Company and certain of its subsidiaries. The sale of the Business is in line with the Company’s strategy to build leadership and depth around a focused group of categories in its higher-growth businesses. In October 2022, the Company used the majority of its cash proceeds of the sale to pay down debt. The Business consists of consumer packaged food manufacturers operating 14 manufacturing facilities in the United States, Canada, and Italy servicing primarily retail grocery customers. The Business includes 11 categories and sells center of the store grocery and main course meal items, such as pasta, pourable dressings, sauces, red sauces (salsas and pasta sauces), spoonables (mayos and dips), syrups, preserves, dry dinners (macaroni and cheese), dry blends and baking goods, and pie filling as well as pita chips, which was previously reported in the Snacking & Beverages segment. The Company entered into a Transition Services Agreement ("TSA") with the Buyer, which is designed to ensure and facilitate an orderly transfer of business operations. The services provided under the TSA include, but are not limited to, IT systems implementation, IT and financial shared services, procurement and order processing, customer service, distribution network separation, and a supply agreement. These services terminate at various times up to twenty-four months from the date of sale and certain services can be renewed with a maximum of an additional twelve-month period. Additionally, a $35.0 million credit will be provided to the Buyer by TreeHouse to cover initial TSA set-up costs that otherwise would have been incurred by the Buyer ("TSA Credit"). The TSA Credit is included in the fair value of consideration transferred, and it represents deferred income for TreeHouse until the Company incurs the related TSA set-up costs, at which point deferred income will be reduced and TSA income recognized. The Company has classified the assets and liabilities related to the Business as held for sale in its Condensed Consolidated Balance Sheets as of September 30, 2022. The disposal group of the Business was tested for recoverability as of the balance sheet date, and the Company recognized an expected loss on disposal of $73.8 million during the three and nine months ended September 30, 2022, as the fair value was determined to be less than the carrying value of the associated assets, including the related goodwill. The fair value for the secured seller promissory note was estimated at par value as of September 30, 2022, and the valuation will be completed in the fourth quarter of 2022. The expected loss on disposal is recognized within Net (loss) income from discontinued operations in the Condensed Consolidated Statements of Operations. Ready-to-eat Cereal On June 1, 2021, the Company simultaneously entered into a definitive agreement and completed the sale of its Ready-to-eat ("RTE") Cereal business to Post Holdings, Inc. ("Post") for a base purchase price of $85.0 million, subject to customary purchase price adjustments, resulting in cash proceeds at closing of $88.0 million. The Company classified the proceeds within Net cash (used in) provided by investing activities - discontinued operations, and a pre-tax gain was recognized on the transaction upon closing of $18.4 million as a component of Net (loss) income from discontinued operations in the Condensed Consolidated Statements of Operations. The sale of this business was part of the Company's portfolio optimization strategy. RTE Cereal operated as two manufacturing plants located in Lancaster, Ohio and Sparks, Nevada. The Company entered into a Transition Services Agreement ("RTE TSA") with Post, which is designed to ensure and facilitate an orderly transfer of business operations. The services provided under the RTE TSA terminate at various times up to twelve months from the date of sale and certain services were renewed with a maximum of an additional six-month period expected to end in the fourth quarter of 2022. The income received under the RTE TSA was not material for the three and nine months ended September 30, 2022 or 2021 and is primarily classified within General and administrative expenses or Cost of sales in the Company's Condensed Consolidated Statements of Operations depending on the functions being supported by the Company. The Company has reflected both of these transactions as a discontinued operation. Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate to the Company's continuing operations. Results of discontinued operations are as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) (In millions) Net sales $ 424.4 $ 349.2 $ 1,179.6 $ 1,110.2 Cost of sales 370.1 295.1 1,018.1 918.5 Selling, general, administrative and other operating expenses 41.9 31.0 117.0 95.6 Amortization expense 2.0 6.3 14.5 19.1 Loss (gain) on sale of business 73.8 — 73.8 (18.4) Operating income from discontinued operations (63.4) 16.8 (43.8) 95.4 Interest and other expense 11.4 4.1 18.3 8.9 Income tax (benefit) expense 0.6 1.9 4.6 19.8 Net (loss) income from discontinued operations $ (75.4) $ 10.8 $ (66.7) $ 66.7 Assets and liabilities of discontinued operations presented in the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 include the following: September 30, 2022 December 31, 2021 (In millions) Cash $ 2.8 $ 4.1 Receivables, net 133.7 57.9 Inventories 271.3 216.2 Prepaid expenses and other assets 5.2 5.5 Property, plant, and equipment, net 323.5 319.0 Operating lease right-of-use assets 29.9 27.5 Goodwill 356.0 359.5 Intangible assets, net 203.1 218.4 Valuation allowance (73.8) — Total assets of discontinued operations $ 1,251.7 $ 1,208.1 Accounts payable $ 207.8 $ 160.1 Accrued expenses and other liabilities 56.5 45.2 Operating lease liabilities 25.6 25.0 Deferred income taxes 49.5 52.2 Total liabilities of discontinued operations $ 339.4 $ 282.5 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | 8. PROPERTY, PLANT, AND EQUIPMENT September 30, 2022 December 31, 2021 (In millions) Land $ 28.5 $ 28.7 Buildings and improvements 315.3 308.0 Machinery and equipment 997.4 999.1 Construction in progress 48.6 51.3 Total 1,389.8 1,387.1 Less accumulated depreciation (734.0) (687.0) Property, plant, and equipment, net $ 655.8 $ 700.1 Depreciation expense was $23.2 million and $25.5 million for the three months ended September 30, 2022 and 2021 and $71.2 million and $76.9 million for the nine months ended September 30, 2022 and 2021, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 9. GOODWILL AND INTANGIBLE ASSETS Goodwill As a result of the changes in organizational structure completed in the third quarter of 2022, the Company now has one reportable segment. See Note 1 for more information regarding the change in segment structure during the third quarter of 2022. See Note 7 for more information regarding Goodwill of $356.0 million reclassified within Assets of discontinued operations in the Condensed Consolidated Balance Sheets as of September 30, 2022 as a result of the sale of a significant portion of the Meal Preparation business. Changes in the carrying amount of goodwill for the nine months ended September 30, 2022 are as follows: Goodwill (In millions) Balance at December 31, 2021, before accumulated impairment losses $ 1,854.9 Accumulated impairment losses (33.0) Balance at December 31, 2021 1,821.9 Foreign currency exchange adjustments (4.9) Balance at September 30, 2022 $ 1,817.0 Intangible Assets The gross carrying amounts and accumulated amortization of intangible assets as of September 30, 2022 and December 31, 2021 are as follows: September 30, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net (In millions) Intangible assets with finite lives: Customer-related $ 542.6 $ (321.0) $ 221.6 $ 545.5 $ (297.3) $ 248.2 Trademarks 18.7 (14.2) 4.5 18.8 (13.4) 5.4 Formulas/recipes 15.0 (14.6) 0.4 15.1 (14.5) 0.6 Computer software 203.1 (130.2) 72.9 197.6 (121.2) 76.4 Total finite lived intangibles 779.4 (480.0) 299.4 777.0 (446.4) 330.6 Intangible assets with indefinite lives: Trademarks 6.0 — 6.0 6.0 — 6.0 Total intangible assets $ 785.4 $ (480.0) $ 305.4 $ 783.0 $ (446.4) $ 336.6 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 10. ACCRUED EXPENSES Accrued expenses consist of: September 30, 2022 December 31, 2021 (In millions) Payroll and benefits $ 79.4 $ 46.0 Trade promotion liabilities 22.1 21.8 Operating lease liabilities 38.1 33.1 Interest 5.8 8.8 Taxes 7.0 3.3 Health insurance, workers' compensation, and other insurance costs 22.0 21.9 Derivative contracts 0.1 52.1 Other accrued liabilities 12.0 46.9 Total $ 186.5 $ 233.9 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. INCOME TAXES Income taxes were recognized at effective rates of (15.3)% and 7.9% for the three and nine months ended September 30, 2022, respectively, compared to 8.9% and 23.0% for the three and nine months ended September 30, 2021, respectively. The change in the Company's effective tax rate for the three months ended September 30, 2022 compared to 2021 is primarily driven by a change in the valuation allowance recorded against certain deferred tax assets, tax expense recognized in 2022 due to the restructuring of certain Canadian subsidiaries, and tax expense recognized in 2021 due to the enactment of the "Coronavirus Aid, Relief, and Economic Security Act" (the "CARES Act"). The change in the Company's effective tax rate for the nine months ended September 30, 2022 compared to 2021 is primarily driven by a change in the valuation allowance recorded against certain deferred tax assets, tax expense recognized in 2021 due to the enactment of the CARES Act, and a change in the amount of non-deductible executive compensation. Our effective tax rate may change from period to period based on recurring and non-recurring factors, including the jurisdictional mix of earnings, enacted tax legislation, state income taxes, settlement of tax audits, and the expiration of the statute of limitations in relation to unrecognized tax benefits. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 12. LONG-TERM DEBT September 30, 2022 December 31, 2021 (In millions) Term Loan A $ 491.3 $ 496.3 Term Loan A-1 913.7 923.0 2028 Notes 500.0 500.0 Finance leases 1.3 2.2 Total outstanding debt 1,906.3 1,921.5 Deferred financing costs (15.6) (16.1) Less current portion (11.3) (15.4) Total long-term debt $ 1,879.4 $ 1,890.0 Credit Agreement On February 14, 2022, the Company entered into Amendment No. 4 to the Credit Agreement. Amendment No. 4 temporarily increases the leverage covenant threshold from 4.50x to 5.50x through June 30, 2022, then 5.25x through September 30, 2022 and thereafter reverts to 4.50x. The material terms and conditions under the Credit Agreement are otherwise substantially consistent with those contained in the Credit Agreement prior to Amendment No. 4. On August 10, 2022, the Company entered into Amendment No. 5 to the Credit Agreement. Under Amendment No. 5, among other things, the parties have agreed to: (i) amend the definition of "Consolidated EBITDA", (ii) allow the Borrower to make Investments pursuant to a credit facility in principal amount not to exceed $50.0 million provided by the Borrower or any guarantors under the Credit Agreement to any Person that comprises or owns, directly or indirectly, any business unit disposed of by the Borrower or any such guarantors; and (iii) allow the Borrower to consummate the Transaction for consideration of at least 65% cash or cash equivalents. The material terms and conditions under the Credit Agreement are otherwise substantially consistent with those contained in the Credit Agreement prior to Amendment No. 5. The Company's average interest rate on debt outstanding under its Credit Agreement for the three months ended September 30, 2022 was 4.10%. Including the impact of interest rate swap agreements in effect as of September 30, 2022, the average rate is 4.54%. Revolving Credit Facility — As of September 30, 2022, $714.2 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 March 26, 2026. In addition, as of September 30, 2022, there were $35.8 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. In October 2022, the Company reduced the revolving credit commitment from $750.0 million to an aggregate amount of $500.0 million. Term Loan A and Term Loan A-1 — In October 2022, the Company paid down debt of $500.0 million which consisted of $174.8 million on Term Loan A and $325.2 million on Term Loan A-1. The cash used to pay down the term loans was from the net proceeds of the divestiture of a significant portion of the Meal Preparation business. Loss on Extinguishment of Debt — During the first quarter of 2021, the Company incurred a loss on extinguishment of debt totaling $14.4 million, which included a premium of $9.0 million and a write off of deferred financing costs of $5.4 million in connection with the redemption of its 2024 Notes completed on March 31, 2021 and Credit Agreement refinancing executed on March 26, 2021. Fair Value — |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 13. 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 (loss) per share: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions, except per share data) Weighted average common shares outstanding 56.1 55.8 56.0 55.9 Assumed exercise/vesting of equity awards (1) — — — — Weighted average diluted common shares outstanding 56.1 55.8 56.0 55.9 (1) For the three and nine months ended September 30, 2022 and 2021, the weighted average common shares outstanding is the same for the computations of both basic and diluted shares outstanding because the Company had a net loss 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 and 1.4 million for the three and nine months ended September 30, 2022, respectively, and 1.7 million and 1.5 million for the three and nine months ended September 30, 2021, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 14. STOCK-BASED COMPENSATION The Board of Directors adopted, and the Company's stockholders approved, the "TreeHouse Foods, Inc. Equity and Incentive Plan" (the "Plan"). Under the Plan, the Compensation Committee may grant awards of various types of compensation, including stock options, restricted stock, restricted stock units, performance shares, performance units, other types of stock-based awards, and other cash-based compensation. The maximum number of shares authorized to be awarded under the Plan is approximately 17.5 million. Total compensation expense related to stock-based payments and the related income tax benefit recognized in Net loss from continuing operations are as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) (In millions) Compensation expense related to stock-based payments $ 6.1 $ 1.4 $ 15.2 $ 10.1 Related income tax benefit 1.5 0.3 3.6 2.5 All amounts below include continuing and discontinued operations. Stock Options — The following table summarizes stock option activity during the nine months ended September 30, 2022. Stock options granted under the plan have a three year vesting schedule, vest one-third on the second anniversary of the grant date and two-thirds on the third anniversary of the grant date, and expire ten years from the grant date. Stock options are generally only granted to employees and non-employee directors. Employee Weighted Weighted Aggregate (In thousands) (In millions) Outstanding, at December 31, 2021 1,149 $ 79.51 2.3 $ — Granted 376 42.69 Forfeited (34) 42.69 Expired (194) 67.32 Outstanding, at September 30, 2022 1,297 71.63 3.8 — Vested/expected to vest, at September 30, 2022 1,230 73.21 3.5 — Exercisable, at September 30, 2022 956 81.97 1.7 — Unrecognized compensation costs related to nonvested options totaled $4.7 million at September 30, 2022 and are expected to be recognized over a weighted average period of 2.6 years. The weighted average grant date fair value of options granted in 2022 was $15.62. Stock options are valued using the Black-Scholes option pricing model. Expected volatility is based on the historical volatility of the Company’s stock price. The risk-free 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. The weighted average assumptions used to calculate the value of the stock option awards granted are presented as follows: Nine Months Ended 2022 Dividend yield 0 % Risk-free rate 2.93 % Expected volatility 38.54 % Expected term (in years) 6.33 Restricted Stock Units — Employee restricted stock unit awards generally vest based on the passage of time in approximately three equal installments on each of the first three • On June 9, 2022, restricted stock unit awards were granted that vest on the passage of time on the eighteen month anniversary of the grant date. The fair value of the awards was $37.90 on approximately 62,000 units granted. • On December 29, 2021, restricted stock unit awards granted to certain executive members of management that vest on the passage of time in approximately three equal installments on each of the three six month anniversaries of the grant date. The fair value of the awards was $40.03 on approximately 51,200 units granted. Director restricted stock units generally vest on the first anniversary of the grant date. Certain directors have elected to defer receipt of their awards until either their departure from the Board of Directors or a specified date beyond the first anniversary of the grant date. The following table summarizes the restricted stock unit activity during the nine months ended September 30, 2022: Employee Weighted Director Weighted (In thousands) (In thousands) Nonvested, at December 31, 2021 660 $ 48.88 50 $ 48.15 Granted 673 31.91 51 31.25 Vested (275) 50.60 (30) 48.59 Forfeited (225) 39.65 — — Nonvested, at September 30, 2022 833 37.10 71 35.88 Vested and deferred, at September 30, 2022 20 47.50 Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) (In millions) Fair value of vested restricted stock units $ 1.0 $ 2.0 $ 10.3 $ 22.0 Tax benefit recognized from vested restricted stock units 0.1 0.5 1.6 3.7 Unrecognized compensation costs related to nonvested restricted stock units are approximately $24.4 million as of September 30, 2022 and will be recognized over a weighted average period of 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 both service and performance conditions, and for certain executive members of management, a market condition, in each case as described below. • For awards granted in years prior to 2020, for each year of the three-year performance period, 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. Accrued shares are not earned until the end of the full three-year performance period. • For performance unit awards granted in 2020 through 2022, performance goals are set and measured annually with one-quarter of the units eligible to accrue for each year in the three-year performance period. Accrued shares are earned at the end of each performance period but remain subject to forfeiture until the third anniversary of the grant date. Additionally, for the cumulative three-year performance period, one-quarter of the units will accrue. For both the annual and cumulative shares, the earned shares are 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. • In 2022 and 2021, certain executive members of management received awards that were measured using a relative total shareholder return ("TSR") market condition over a three-year performance period instead of a cumulative three-year performance goal. The units will accrue, multiplied by a predefined percentage between 0% and 150% for the relative TSR measure, depending on the achievement attainment over the three-year performance period based on the Company’s absolute annualized TSR relative to the annualized TSR of a Peer Group. The fair value of the portion of the awards based on relative TSR was valued using a Monte Carlo simulation model with a grant-date fair value of $26.84 on approximately 52,600 units granted in 2022 and a grant-date fair value of $59.16 on approximately 23,200 units granted in 2021. • During the second quarter of 2022, the Company made grants to certain of the Company’s named executive officers and certain other executive officers of performance-based restricted stock units (the "PBRSU Awards"). The PBRSU Awards include a relative TSR market condition over a two-year performance period beginning on the date of grant. The units will accrue, multiplied by a predefined percentage between 0% to 450% for the relative TSR measure, depending on the achievement attainment over the two-year performance period based on Company’s absolute annualized TSR relative to the annualized TSR of the S&P Food & Beverage Select Industry Index (the "Index"). The fair value of the awards was valued using a Monte Carlo simulation model with a weighted average grant-date fair value of $58.36 on approximately 239,300 units granted in 2022. These awards will be converted to stock or cash, at the discretion of the Compensation Committee, generally, on the third anniversary of the grant date with the exception of the PBRSU Awards on the second anniversary. The Company intends to settle these awards in stock and has the shares available to do so. Performance unit awards with market conditions are valued using a Monte Carlo simulation model. Expected volatility is based on the historical volatility of the Company’s stock price, average Peer Group stock price, or the total return value of the Index. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant with a term equivalent to the expected term of the award. The expected term is the time period from the grant date to the end of the performance period. The weighted average assumptions used in the Monte Carlo simulations were as follows: Nine Months Ended 2022 2021 Dividend yield 0 % 0 % Risk-free rate 2.36 % 0.30 % Expected volatility (TreeHouse Foods, Inc.) 36.84 % 35.65 % Expected volatility (Peer Group) 36.64 % 37.72 % Expected volatility (Index) 16.30 % N/A Expected term (in years) 2.14 2.75 The following table summarizes the performance unit activity during the nine months ended September 30, 2022: Performance Weighted (In thousands) Nonvested, at December 31, 2021 480 $ 54.21 Granted 429 45.75 Vested (63) 64.55 Forfeited (202) 53.68 Nonvested, at September 30, 2022 644 45.01 Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) (In millions) Fair value of vested performance units $ — $ — $ 2.0 $ 5.6 Tax benefit recognized from performance units vested — 0.1 0.2 0.3 Unrecognized compensation costs related to nonvested performance units are estimated to be approximately $17.2 million as of September 30, 2022 and are expected to be recognized over a weighted average period of 1.6 years. The fair value of the portion of the awards earned based on market conditions were valued using a Monte Carlo simulation model. For other awards, the grant date fair value is equal to the Company's closing stock price on the date of grant. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 15. ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss consists of the following components, all of which are net of tax: Foreign Unrecognized Accumulated (In millions) Balance at December 31, 2020 $ (67.3) $ 3.3 $ (64.0) Other comprehensive loss before reclassifications (2.5) — (2.5) Reclassifications from accumulated other comprehensive loss (2) — 0.5 0.5 Other comprehensive (loss) income (2.5) 0.5 (2.0) Balance at September 30, 2021 $ (69.8) $ 3.8 $ (66.0) Balance at December 31, 2021 $ (70.9) $ 17.3 $ (53.6) Other comprehensive loss before reclassifications (20.8) — (20.8) Reclassifications from accumulated other comprehensive loss (2) — 0.2 0.2 Other comprehensive (loss) income (20.8) 0.2 (20.6) Balance at September 30, 2022 $ (91.7) $ 17.5 $ (74.2) (1) The tax impact of the foreign currency translation adjustment and the unrecognized pension and postretirement benefits reclassification was insignificant for the three and nine months ended September 30, 2022 and 2021. |
Employee Retirement and Postret
Employee Retirement and Postretirement Benefits | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Employee Retirement and Postretirement Benefits | 16. EMPLOYEE RETIREMENT AND POSTRETIREMENT BENEFITS Pension, Profit Sharing, and Postretirement Benefits — Certain employees and retirees participate in pension and other postretirement benefit plans. Employee benefit plan obligations and expenses included in the Condensed Consolidated Financial Statements are determined based on plan assumptions, employee demographic data, including years of service and compensation, benefits and claims paid, and employer contributions. The information below includes the activities of the Company's continuing and discontinued operations. Components of net periodic pension benefit are as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) (In millions) Service cost $ 0.1 $ 0.4 $ 0.4 $ 0.8 Interest cost 2.3 2.3 6.9 6.6 Expected return on plan assets (3.8) (3.5) (11.4) (10.4) Curtailment (1) — (0.7) — (0.7) Amortization of unrecognized prior service cost — — — 0.1 Amortization of unrecognized net loss 0.1 0.2 0.2 0.4 Net periodic pension benefit $ (1.3) $ (1.3) $ (3.9) $ (3.2) (1) For the three and nine months ended September 30, 2021, the Company recognized a curtailment gain of $0.7 million related to the sale of the RTE Cereal business within Cost of sales in the Condensed Consolidated Statements of Operations. Components of net periodic postretirement cost are as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) (In millions) Interest cost $ 0.2 $ 0.2 $ 0.5 $ 0.5 Net periodic postretirement cost $ 0.2 $ 0.2 $ 0.5 $ 0.5 The service cost components of net periodic pension and postretirement costs were recognized in Cost of sales and the other components were recognized in Other income, net of the Condensed Consolidated Statements of Operations. |
Other Operating Expense, Net
Other Operating Expense, Net | 9 Months Ended |
Sep. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Other Operating Expense, Net | 17. OTHER OPERATING EXPENSE, NET The Company incurred other operating expense for the three and nine months ended September 30, 2022 and 2021, which consisted of the following: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) (In millions) Restructuring (1) $ 22.4 $ 16.9 $ 66.4 $ 57.7 Other 1.0 — — 0.1 Total other operating expense, net $ 23.4 $ 16.9 $ 66.4 $ 57.8 (1) Refer to Note 3 for more information. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 18. COMMITMENTS AND CONTINGENCIES Shareholder Class Action and Related Derivative Actions The Company, as nominal defendant, and certain of its directors, officers and former directors and officers are parties to the following four shareholder derivative suits, each of which involves substantially similar claims and allegations: (i) Wells v. Reed, et al. , Case No. 2016-CH-16359 (filed Dec. 22, 2016 in the Circuit Court of Cook County, Illinois), asserting state law claims for breach of fiduciary duty, unjust enrichment and corporate waste; (ii) Lavin v. Reed, et al. , Case No. 17-cv-01014 (filed Feb. 7, 2017 in the United States District Court for the Northern District of Illinois), asserting state law claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and corporate waste; (iii) Bartelt v. Reed, et al. , Case No. 1:19-cv-00835 (filed Feb. 8, 2019 in the United States District Court for the Northern District of Illinois), asserting state law claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and corporate waste, as well as violations of Section 14 of the Securities Exchange Act of 1934; and (iv) City of Ann Arbor Employees' Retirement System v. Reed, et al. , Case No. 2019-CH-06753 (filed June 3, 2019 in the Circuit Court of Cook County, Illinois), asserting claims breach of fiduciary duty, aiding and abetting breaches of fiduciary duty and contribution and indemnification from the individual defendants for losses incurred by the Company. Essentially, all four 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 Foods 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, among other things, that these actions artificially inflated the market price of TreeHouse common stock and resulted in harm to the Company, including the filing of the MPERS class action (see below). The Bartelt action also includes substantially similar allegations concerning events in 2017. Each of these cases involves allegations similar to those in an earlier-filed, resolved federal securities class action, Public Employees' Retirement Systems of Mississippi v. TreeHouse Foods, Inc., et al., Case No. 1:16-cv-10632 (" MPERS" ) (filed Nov. 16, 2016), in the United States District Court for the Northern District of Illinois brought on behalf of a class of all purchasers of TreeHouse common stock from January 20, 2016 through and including November 2, 2016. The MPERS complaint asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and was based on essentially the same facts described above. The parties filed a stipulation of settlement to resolve the MPERS class action for a cash payment of $27.0 million (funded by D&O insurance) in exchange for dismissal with prejudice of the class claims and full releases. After briefing, preliminary approval, notice and a hearing, on November 17, 2021, the Court granted final approval of the settlement and entered a final judgment dismissing the case with prejudice on a classwide basis. Due to the similarity of the derivative complaints, Bartelt was consolidated with Lavin , and Ann Arbor was consolidated with Wells. On August 24, 2022 the stay in the consolidated Lavin case was lifted, and plaintiffs were ordered to file a single operative complaint by October 24, 2022, which defendants are in the process of responding to. On August 26, 2022 plaintiffs in the consolidated Wells case filed a second amended complaint, which defendants moved to strike. A briefing schedule has been set in the consolidated Wells case for defendants’ motion to strike and the plaintiffs’ second amended complaint. Other Claims 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. In the Company's opinion, the eventual resolution of such matters, either individually or in the aggregate, is not expected to have a material impact on the Company's financial position, results of operations, or cash flows. However, litigation is inherently unpredictable and resolutions or dispositions of claims or lawsuits by settlement or otherwise could have an adverse impact on our financial position, results of operations or cash flows for the reporting period in which any such resolution or disposition occurs. In February 2014, TreeHouse, along with its 100% owned subsidiaries, Bay Valley Foods, LLC and Sturm Foods, Inc., filed suit against Keurig Dr. Pepper Inc.'s wholly-owned subsidiary, Keurig Green Mountain ("KGM"), in the U.S. District Court for the Southern District of New York captioned TreeHouse Foods, Inc. et al. v. Green Mountain Coffee Roasters, Inc. et al . asserting claims under the federal antitrust laws, various state antitrust laws and unfair competition statutes, contending that KGM had monopolized alleged markets for single serve coffee brewers and single serve coffee pods. The Company is seeking monetary damages, declaratory relief, injunctive relief, and attorneys' fees. The matter remains pending, with summary judgment, motions to exclude certain expert opinions, and discovery sanctions motions fully briefed. On March 28, 2022, the Magistrate Judge issued a non-public Opinion and Order granting in part and denying in part the TreeHouse sanctions motion against KGM and denying the KGM sanctions motion against TreeHouse. KGM has appealed a portion of the Opinion and Order awarding sanctions to the Company. KGM is denying the allegations made by the Company in the litigation. The Company has not recorded any amount in its Condensed Consolidated Financial Statements as of September 30, 2022. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 19. DERIVATIVE INSTRUMENTS Interest Rate Swap Agreements - 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. The Company has entered into long-term interest rate swap agreements to lock into a fixed LIBOR interest rate base that have a notional value of $875.0 million as of both September 30, 2022 and December 31, 2021. Under the terms of the agreements, $875.0 million in variable-rate debt is swapped for a weighted average fixed interest rate base of approximately 2.91% from 2021 through 2025. Commodity Contracts - 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 accounts for the contracts as derivatives. The Company's derivative commodity contracts may include contracts for diesel, oil, plastics, natural gas, electricity, resin, 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 other commodity contracts that are derivatives that do not meet the normal purchases and normal sales scope exception are used to manage the price risk associated with raw material costs. As of September 30, 2022 and December 31, 2021, the notional value of the commodity contracts outstanding was $12.3 million and $58.8 million, respectively. These commodity contracts have maturities expiring through the remainder of 2022 and throughout 2023 as of September 30, 2022. Total Return Swap Contract - The Company has an economic hedge program that uses a total return swap contract to hedge the market risk associated with the unfunded portion of the Company's deferred compensation liability. The total return swap contract trades generally have a duration of one month and are rebalanced and re-hedged at the end of each monthly term. The total return swap contract is measured at fair value and recognized in the Condensed Consolidated Balance Sheets, with changes in value being recognized in the Condensed Consolidated Statements of Operations. As of September 30, 2022 and December 31, 2021, the notional value of the total return swap contract was $4.1 million and $7.0 million, respectively. The following table identifies the fair value of each derivative instrument: September 30, 2022 December 31, 2021 (In millions) Asset derivatives Commodity contracts $ 5.4 $ 3.9 Interest rate swap agreements 25.8 — $ 31.2 $ 3.9 Liability derivatives Commodity contracts $ — $ 0.9 Interest rate swap agreements — 51.2 Total return swap contract 0.1 — $ 0.1 $ 52.1 Asset derivatives are included within Prepaid expenses and other current assets and liability derivatives are included within Accrued expenses in the Condensed Consolidated Balance Sheets. The fair values of the commodity contracts, foreign currency contracts, interest rate swap agreements, and the total return swap contract 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, interest rate swap agreements, and total return swap contract are based on an analysis comparing the contract rates to the market rates at the balance sheet date. We recognized the following gains and losses on our derivative contracts in the Condensed Consolidated Statements of Operations: Location of Gain (Loss) Three Months Ended Nine Months Ended Recognized in Net Income (Loss) 2022 2021 2022 2021 (In millions) (In millions) Mark-to-market unrealized gain (loss) Commodity contracts Other income, net $ (7.6) $ (1.7) $ 2.4 $ 3.5 Interest rate swap agreements Other income, net 24.8 6.4 77.0 29.8 Total return swap contract General and administrative (0.1) (0.3) (0.1) (0.2) Total unrealized gain $ 17.1 $ 4.4 $ 79.3 $ 33.1 Realized gain (loss) Commodity contracts Manufacturing related to Cost of sales and transportation related to Selling and distribution $ 3.1 $ 8.2 $ 12.9 $ 23.7 Interest rate swap agreements Interest expense (1.6) (6.3) (12.4) (18.6) Total return swap contracts General and administrative (0.2) 0.2 (1.3) 0.8 Total realized gain (loss) $ 1.3 $ 2.1 $ (0.8) $ 5.9 Total gain $ 18.4 $ 6.5 $ 78.5 $ 39.0 |
Disaggregation of Revenue
Disaggregation of Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Disaggregation of Revenue | 20. DISAGGREGATION OF REVENUE The principal products that comprise our different product category groups are as follows: Product Category Group Principal Products Snacking Candy; cookies; crackers; in-store bakery items; pretzels; retail griddle waffles, pancakes, and French toast; and snack bars Beverages & drink mixes Broths/stocks; liquid and powdered non-dairy creamer; powdered beverages and other blends; ready-to-drink beverages; single serve hot beverages; and specialty teas Grocery Cheese & pudding; hot cereals; pickles; and refrigerated dough Revenue disaggregated by product category groups is as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) (In millions) Snacking $ 347.4 $ 293.8 $ 980.0 $ 833.7 Beverages & drink mixes 290.6 241.6 797.2 694.5 Grocery 237.0 216.3 680.6 601.4 Total net sales $ 875.0 $ 751.7 $ 2,457.8 $ 2,129.6 Revenue disaggregated by sales channel is as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) (In millions) Retail grocery $ 682.9 $ 575.2 $ 1,884.6 $ 1,653.6 Co-manufacturing 128.4 116.3 382.9 306.9 Food-away-from-home and other 63.7 60.2 190.3 169.1 Total net sales $ 875.0 $ 751.7 $ 2,457.8 $ 2,129.6 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of our Condensed Consolidated Financial Statements in conformity with GAAP requires management to use judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from these estimates. |
Discontinued Operations | Discontinued OperationsOn October 3, 2022, the Company completed the sale of a significant portion of the Company’s Meal Preparation business, including pasta, pourable and spoonable dressing, preserves, red sauces, syrup, dry blends and baking, dry dinners, pie filling, pita chips and other sauces, for a base purchase price of $950 million (the "Transaction" or the "Business"), subject to certain adjustments pursuant to the terms of the Stock Purchase Agreement, dated as of August 10, 2022. This Transaction is in line with the Company’s strategy to build leadership and depth around a focused group of categories in its higher-growth businesses. Beginning in the third quarter of 2022, the Business met the criteria for discontinued operations presentation, and, as such, has been excluded from continuing operations for all periods presented. |
Segment Information | Segment InformationAs a result of entering into the Transaction, the Company changed the structure of its internal organization and reporting in the third quarter of 2022 and began operating as one segment. The Company manages operations on a company-wide basis, thereby making determinations as to the allocation of resources as one segment. We manufacture and distribute private label food and beverages in North America. Our products are primarily shelf stable and share similar customers and distribution. The Chief Executive Officer, who has been identified as our Chief Operating Decision Maker ("CODM") allocates resources and assesses performance based upon discrete financial information at the consolidated level. We have one segment manager who reports directly to the CODM with incentive compensation based on aggregated consolidated results of the Company. The annual operating plan is prepared and approved by the CODM based on consolidated results of the Company. We operate our business with a centralized financial systems infrastructure, and we share centralized resources for sales, procurement, and general and administrative activities. The majority of our manufacturing plants each produce one food or beverage category. |
Recently Issued Accounting Pronouncements | Adopted In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. ASU 2020-04 was further amended in January 2021 by ASU 2021-01, Reference Rate Reform (Topic 848): Scope. This guidance provides optional expedients and exceptions for applying GAAP to transactions affected by reference rate reform if certain criteria are met. These transactions include contract modifications, hedging relationships, and the sale or transfer of debt securities classified as held-to-maturity. This guidance is effective as of March 12, 2020 through December 31, 2022 and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company has identified agreements that reference LIBOR, including interest rate swap agreements, accounts receivable sale agreements, and debt agreements. The new guidance has been or will be applied as these contracts are modified to reference other rates. The Company adopted this guidance during the second quarter of 2022 as a result of a modification to a receivable sale agreement. The adoption did not have a material impact on the Company's financial statements. |
Growth, Reinvestment, and Res_2
Growth, Reinvestment, and Restructuring Programs (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Aggregate Expenses Incurred Associated with Facility Closure | Below is a summary of costs by type associated with the Growth, Reinvestment, and Restructuring Programs: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) Employee-related $ 12.5 $ 4.3 $ 31.8 $ 16.3 Other costs 9.9 12.6 34.6 41.4 Total $ 22.4 $ 16.9 $ 66.4 $ 57.7 |
Schedule of Activity of Restructuring Program Liabilities | The table below presents the exit cost liabilities related to severance and retention activity for the Growth, Reinvestment, and Restructuring Programs as of September 30, 2022. All amounts in the table below include continuing and discontinued operations: Severance Retention Total Exit Cost Liabilities (In millions) Balance as of December 31, 2021 $ 3.9 $ 9.7 $ 13.6 Expenses recognized 12.3 17.6 29.9 Cash payments (6.1) (17.8) (23.9) Balance as of September 30, 2022 $ 10.1 $ 9.5 $ 19.6 |
Restructuring and Margin Improvement Activities Categories | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Aggregate Expenses Incurred Associated with Facility Closure | The costs by activity for the Growth, Reinvestment, and Restructuring Programs are outlined below: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) Strategic Growth Initiatives $ 6.5 $ 13.4 $ 31.1 $ 43.0 Other 15.9 3.5 35.3 14.7 Total $ 22.4 $ 16.9 $ 66.4 $ 57.7 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: Balance Sheet Classification September 30, 2022 December 31, 2021 (In millions) Assets Operating Operating lease right-of-use assets $ 182.9 $ 138.1 Finance Property, plant, and equipment, net 1.3 2.2 Total assets $ 184.2 $ 140.3 Liabilities Current liabilities Operating Accrued expenses $ 38.1 $ 33.1 Finance Current portion of long-term debt 0.6 1.0 Total current liabilities 38.7 34.1 Noncurrent liabilities Operating Operating lease liabilities 158.6 119.0 Finance Long-term debt 0.7 1.2 Total noncurrent liabilities 159.3 120.2 Total lease liabilities $ 198.0 $ 154.3 |
Schedule of Weighted-average Discount Rates for Company's Operating and Finance Leases and Components of Lease Expense | The weighted-average discount rates for the Company's operating and finance leases are as follows: Weighted-average discount rate September 30, 2022 December 31, 2021 Operating leases 4.3 % 4.3 % Finance leases 2.7 % 2.9 % The weighted-average remaining lease term of the Company's operating and finance leases are as follows: Weighted-average remaining lease term September 30, 2022 December 31, 2021 Operating leases 5.9 years 6.7 years Finance leases 2.5 years 2.8 years The components of lease expense were as follows: Three Months Ended September 30, Nine Months Ended September 30, Statement of Operations Classification 2022 2021 2022 2021 (In millions) Operating lease cost Cost of sales and General and administrative $ 12.1 $ 8.5 $ 29.0 $ 25.8 Finance lease cost: Amortization of right-of-use assets Cost of sales and General and administrative 0.3 0.3 0.9 1.1 Interest on lease liabilities Interest expense — — — 0.1 Total finance lease cost 0.3 0.3 0.9 1.2 Variable lease cost (1) Cost of sales and General and administrative 3.7 4.2 11.9 11.6 Net lease cost $ 16.1 $ 13.0 $ 41.8 $ 38.6 (1) Includes short-term leases, which are immaterial. |
Schedule of Future Maturities of Operating Lease Liabilities | Future maturities of lease liabilities were as follows: Operating Leases (1) Finance Leases (In millions) Three months ended December 31, 2022 $ 11.3 $ 0.2 2023 44.2 0.5 2024 38.8 0.4 2025 35.6 0.2 2026 34.8 — Thereafter 59.6 — Total lease payments 224.3 1.3 Less: Interest (27.6) — Present value of lease liabilities $ 196.7 $ 1.3 |
Schedule of Future Maturities of Finance Lease Liabilities | Future maturities of lease liabilities were as follows: Operating Leases (1) Finance Leases (In millions) Three months ended December 31, 2022 $ 11.3 $ 0.2 2023 44.2 0.5 2024 38.8 0.4 2025 35.6 0.2 2026 34.8 — Thereafter 59.6 — Total lease payments 224.3 1.3 Less: Interest (27.6) — Present value of lease liabilities $ 196.7 $ 1.3 |
Schedule of Other Information Related to Leases | Other information related to leases were as follows: Nine Months Ended Nine Months Ended September 30, 2022 September 30, 2021 (In millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 27.8 $ 27.6 Financing cash flows from finance leases 1.0 1.3 |
Receivables Sales Program (Tabl
Receivables Sales Program (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Schedule of Receivables Sales Program | The following table includes the outstanding amount of accounts receivable sold under the Receivables Sales Program and the receivables collected from customers and not remitted to the financial institutions. All amounts in the table below include continuing and discontinued operations: September 30, 2022 December 31, 2021 (In millions) Outstanding accounts receivable sold $ 378.0 $ 357.3 Receivables collected and not remitted to financial institutions 216.4 205.0 The following table summarizes the cash flows of the Company's accounts receivables associated with the Receivables Sales Program. All amounts in the table below include continuing and discontinued operations: Nine Months Ended September 30, 2022 2021 (In millions) Receivables sold $ 1,782.3 $ 1,312.3 Receivables collected and remitted to financial institutions (1,761.6) (1,316.3) |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | September 30, 2022 December 31, 2021 (In millions) Raw materials and supplies $ 259.8 $ 183.0 Finished goods 389.1 278.6 Total inventories $ 648.9 $ 461.6 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations | Results of discontinued operations are as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) (In millions) Net sales $ 424.4 $ 349.2 $ 1,179.6 $ 1,110.2 Cost of sales 370.1 295.1 1,018.1 918.5 Selling, general, administrative and other operating expenses 41.9 31.0 117.0 95.6 Amortization expense 2.0 6.3 14.5 19.1 Loss (gain) on sale of business 73.8 — 73.8 (18.4) Operating income from discontinued operations (63.4) 16.8 (43.8) 95.4 Interest and other expense 11.4 4.1 18.3 8.9 Income tax (benefit) expense 0.6 1.9 4.6 19.8 Net (loss) income from discontinued operations $ (75.4) $ 10.8 $ (66.7) $ 66.7 Assets and liabilities of discontinued operations presented in the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 include the following: September 30, 2022 December 31, 2021 (In millions) Cash $ 2.8 $ 4.1 Receivables, net 133.7 57.9 Inventories 271.3 216.2 Prepaid expenses and other assets 5.2 5.5 Property, plant, and equipment, net 323.5 319.0 Operating lease right-of-use assets 29.9 27.5 Goodwill 356.0 359.5 Intangible assets, net 203.1 218.4 Valuation allowance (73.8) — Total assets of discontinued operations $ 1,251.7 $ 1,208.1 Accounts payable $ 207.8 $ 160.1 Accrued expenses and other liabilities 56.5 45.2 Operating lease liabilities 25.6 25.0 Deferred income taxes 49.5 52.2 Total liabilities of discontinued operations $ 339.4 $ 282.5 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant, and Equipment | September 30, 2022 December 31, 2021 (In millions) Land $ 28.5 $ 28.7 Buildings and improvements 315.3 308.0 Machinery and equipment 997.4 999.1 Construction in progress 48.6 51.3 Total 1,389.8 1,387.1 Less accumulated depreciation (734.0) (687.0) Property, plant, and equipment, net $ 655.8 $ 700.1 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill for the nine months ended September 30, 2022 are as follows: Goodwill (In millions) Balance at December 31, 2021, before accumulated impairment losses $ 1,854.9 Accumulated impairment losses (33.0) Balance at December 31, 2021 1,821.9 Foreign currency exchange adjustments (4.9) Balance at September 30, 2022 $ 1,817.0 |
Schedule of Gross Carrying Amounts and Accumulated Amortization of Intangible Assets, with Finite Lives | The gross carrying amounts and accumulated amortization of intangible assets as of September 30, 2022 and December 31, 2021 are as follows: September 30, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net (In millions) Intangible assets with finite lives: Customer-related $ 542.6 $ (321.0) $ 221.6 $ 545.5 $ (297.3) $ 248.2 Trademarks 18.7 (14.2) 4.5 18.8 (13.4) 5.4 Formulas/recipes 15.0 (14.6) 0.4 15.1 (14.5) 0.6 Computer software 203.1 (130.2) 72.9 197.6 (121.2) 76.4 Total finite lived intangibles 779.4 (480.0) 299.4 777.0 (446.4) 330.6 Intangible assets with indefinite lives: Trademarks 6.0 — 6.0 6.0 — 6.0 Total intangible assets $ 785.4 $ (480.0) $ 305.4 $ 783.0 $ (446.4) $ 336.6 |
Schedule of Gross Carrying Amounts of Intangible Assets, with Indefinite Lives | The gross carrying amounts and accumulated amortization of intangible assets as of September 30, 2022 and December 31, 2021 are as follows: September 30, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net (In millions) Intangible assets with finite lives: Customer-related $ 542.6 $ (321.0) $ 221.6 $ 545.5 $ (297.3) $ 248.2 Trademarks 18.7 (14.2) 4.5 18.8 (13.4) 5.4 Formulas/recipes 15.0 (14.6) 0.4 15.1 (14.5) 0.6 Computer software 203.1 (130.2) 72.9 197.6 (121.2) 76.4 Total finite lived intangibles 779.4 (480.0) 299.4 777.0 (446.4) 330.6 Intangible assets with indefinite lives: Trademarks 6.0 — 6.0 6.0 — 6.0 Total intangible assets $ 785.4 $ (480.0) $ 305.4 $ 783.0 $ (446.4) $ 336.6 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accrued expenses consist of: September 30, 2022 December 31, 2021 (In millions) Payroll and benefits $ 79.4 $ 46.0 Trade promotion liabilities 22.1 21.8 Operating lease liabilities 38.1 33.1 Interest 5.8 8.8 Taxes 7.0 3.3 Health insurance, workers' compensation, and other insurance costs 22.0 21.9 Derivative contracts 0.1 52.1 Other accrued liabilities 12.0 46.9 Total $ 186.5 $ 233.9 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | September 30, 2022 December 31, 2021 (In millions) Term Loan A $ 491.3 $ 496.3 Term Loan A-1 913.7 923.0 2028 Notes 500.0 500.0 Finance leases 1.3 2.2 Total outstanding debt 1,906.3 1,921.5 Deferred financing costs (15.6) (16.1) Less current portion (11.3) (15.4) Total long-term debt $ 1,879.4 $ 1,890.0 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule 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 (loss) per share: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions, except per share data) Weighted average common shares outstanding 56.1 55.8 56.0 55.9 Assumed exercise/vesting of equity awards (1) — — — — Weighted average diluted common shares outstanding 56.1 55.8 56.0 55.9 (1) For the three and nine months ended September 30, 2022 and 2021, the weighted average common shares outstanding is the same for the computations of both basic and diluted shares outstanding because the Company had a net loss 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 and 1.4 million for the three and nine months ended September 30, 2022, respectively, and 1.7 million and 1.5 million for the three and nine months ended September 30, 2021, respectively. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Total Compensation Expense | Total compensation expense related to stock-based payments and the related income tax benefit recognized in Net loss from continuing operations are as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) (In millions) Compensation expense related to stock-based payments $ 6.1 $ 1.4 $ 15.2 $ 10.1 Related income tax benefit 1.5 0.3 3.6 2.5 |
Summary of Stock Option Activity | Stock options are generally only granted to employees and non-employee directors. Employee Weighted Weighted Aggregate (In thousands) (In millions) Outstanding, at December 31, 2021 1,149 $ 79.51 2.3 $ — Granted 376 42.69 Forfeited (34) 42.69 Expired (194) 67.32 Outstanding, at September 30, 2022 1,297 71.63 3.8 — Vested/expected to vest, at September 30, 2022 1,230 73.21 3.5 — Exercisable, at September 30, 2022 956 81.97 1.7 — |
Schedule of Weighted Average Assumptions Used to Calculate the Value of Awards Granted | The weighted average assumptions used to calculate the value of the stock option awards granted are presented as follows: Nine Months Ended 2022 Dividend yield 0 % Risk-free rate 2.93 % Expected volatility 38.54 % Expected term (in years) 6.33 |
Schedule of Restricted Stock Unit Activity | The following table summarizes the restricted stock unit activity during the nine months ended September 30, 2022: Employee Weighted Director Weighted (In thousands) (In thousands) Nonvested, at December 31, 2021 660 $ 48.88 50 $ 48.15 Granted 673 31.91 51 31.25 Vested (275) 50.60 (30) 48.59 Forfeited (225) 39.65 — — Nonvested, at September 30, 2022 833 37.10 71 35.88 Vested and deferred, at September 30, 2022 20 47.50 |
Schedule of Highlight of Restricted Stock Unit Activity | Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) (In millions) Fair value of vested restricted stock units $ 1.0 $ 2.0 $ 10.3 $ 22.0 Tax benefit recognized from vested restricted stock units 0.1 0.5 1.6 3.7 |
Schedule of Assumptions Used in the Monte Carlo Simulation | The weighted average assumptions used in the Monte Carlo simulations were as follows: Nine Months Ended 2022 2021 Dividend yield 0 % 0 % Risk-free rate 2.36 % 0.30 % Expected volatility (TreeHouse Foods, Inc.) 36.84 % 35.65 % Expected volatility (Peer Group) 36.64 % 37.72 % Expected volatility (Index) 16.30 % N/A Expected term (in years) 2.14 2.75 |
Schedule of Performance Unit Activity | The following table summarizes the performance unit activity during the nine months ended September 30, 2022: Performance Weighted (In thousands) Nonvested, at December 31, 2021 480 $ 54.21 Granted 429 45.75 Vested (63) 64.55 Forfeited (202) 53.68 Nonvested, at September 30, 2022 644 45.01 |
Schedule of Highlight of Performance Unit Activity | Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) (In millions) Fair value of vested performance units $ — $ — $ 2.0 $ 5.6 Tax benefit recognized from performance units vested — 0.1 0.2 0.3 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Components of Accumulated Other Comprehensive Loss Net of Tax | Accumulated other comprehensive loss consists of the following components, all of which are net of tax: Foreign Unrecognized Accumulated (In millions) Balance at December 31, 2020 $ (67.3) $ 3.3 $ (64.0) Other comprehensive loss before reclassifications (2.5) — (2.5) Reclassifications from accumulated other comprehensive loss (2) — 0.5 0.5 Other comprehensive (loss) income (2.5) 0.5 (2.0) Balance at September 30, 2021 $ (69.8) $ 3.8 $ (66.0) Balance at December 31, 2021 $ (70.9) $ 17.3 $ (53.6) Other comprehensive loss before reclassifications (20.8) — (20.8) Reclassifications from accumulated other comprehensive loss (2) — 0.2 0.2 Other comprehensive (loss) income (20.8) 0.2 (20.6) Balance at September 30, 2022 $ (91.7) $ 17.5 $ (74.2) (1) The tax impact of the foreign currency translation adjustment and the unrecognized pension and postretirement benefits reclassification was insignificant for the three and nine months ended September 30, 2022 and 2021. |
Employee Retirement and Postr_2
Employee Retirement and Postretirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Cost (Benefit) of Pension and Postretirement Benefit Plans | Components of net periodic pension benefit are as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) (In millions) Service cost $ 0.1 $ 0.4 $ 0.4 $ 0.8 Interest cost 2.3 2.3 6.9 6.6 Expected return on plan assets (3.8) (3.5) (11.4) (10.4) Curtailment (1) — (0.7) — (0.7) Amortization of unrecognized prior service cost — — — 0.1 Amortization of unrecognized net loss 0.1 0.2 0.2 0.4 Net periodic pension benefit $ (1.3) $ (1.3) $ (3.9) $ (3.2) (1) For the three and nine months ended September 30, 2021, the Company recognized a curtailment gain of $0.7 million related to the sale of the RTE Cereal business within Cost of sales in the Condensed Consolidated Statements of Operations. Components of net periodic postretirement cost are as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) (In millions) Interest cost $ 0.2 $ 0.2 $ 0.5 $ 0.5 Net periodic postretirement cost $ 0.2 $ 0.2 $ 0.5 $ 0.5 |
Other Operating Expense, Net (T
Other Operating Expense, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating Expense, Net | The Company incurred other operating expense for the three and nine months ended September 30, 2022 and 2021, which consisted of the following: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) (In millions) Restructuring (1) $ 22.4 $ 16.9 $ 66.4 $ 57.7 Other 1.0 — — 0.1 Total other operating expense, net $ 23.4 $ 16.9 $ 66.4 $ 57.8 (1) Refer to Note 3 for more information. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative, Fair Value, and Location on Condensed Consolidated Balance Sheet | The following table identifies the fair value of each derivative instrument: September 30, 2022 December 31, 2021 (In millions) Asset derivatives Commodity contracts $ 5.4 $ 3.9 Interest rate swap agreements 25.8 — $ 31.2 $ 3.9 Liability derivatives Commodity contracts $ — $ 0.9 Interest rate swap agreements — 51.2 Total return swap contract 0.1 — $ 0.1 $ 52.1 |
Schedule of Gains and Losses on Derivative Contracts | We recognized the following gains and losses on our derivative contracts in the Condensed Consolidated Statements of Operations: Location of Gain (Loss) Three Months Ended Nine Months Ended Recognized in Net Income (Loss) 2022 2021 2022 2021 (In millions) (In millions) Mark-to-market unrealized gain (loss) Commodity contracts Other income, net $ (7.6) $ (1.7) $ 2.4 $ 3.5 Interest rate swap agreements Other income, net 24.8 6.4 77.0 29.8 Total return swap contract General and administrative (0.1) (0.3) (0.1) (0.2) Total unrealized gain $ 17.1 $ 4.4 $ 79.3 $ 33.1 Realized gain (loss) Commodity contracts Manufacturing related to Cost of sales and transportation related to Selling and distribution $ 3.1 $ 8.2 $ 12.9 $ 23.7 Interest rate swap agreements Interest expense (1.6) (6.3) (12.4) (18.6) Total return swap contracts General and administrative (0.2) 0.2 (1.3) 0.8 Total realized gain (loss) $ 1.3 $ 2.1 $ (0.8) $ 5.9 Total gain $ 18.4 $ 6.5 $ 78.5 $ 39.0 |
Disaggregation of Revenue (Tabl
Disaggregation of Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Revenue Disaggregated by Product Category | Revenue disaggregated by product category groups is as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) (In millions) Snacking $ 347.4 $ 293.8 $ 980.0 $ 833.7 Beverages & drink mixes 290.6 241.6 797.2 694.5 Grocery 237.0 216.3 680.6 601.4 Total net sales $ 875.0 $ 751.7 $ 2,457.8 $ 2,129.6 Revenue disaggregated by sales channel is as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (In millions) (In millions) Retail grocery $ 682.9 $ 575.2 $ 1,884.6 $ 1,653.6 Co-manufacturing 128.4 116.3 382.9 306.9 Food-away-from-home and other 63.7 60.2 190.3 169.1 Total net sales $ 875.0 $ 751.7 $ 2,457.8 $ 2,129.6 |
Basis of Presentation (Details)
Basis of Presentation (Details) $ in Millions | 3 Months Ended | |
Sep. 30, 2022 segment | Oct. 03, 2022 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of operating segments | 1 | |
Number of segment managers | 1 | |
Disposed of by sale | Meal Preparation | Subsequent Event | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Base purchase price | $ | $ 950 |
Growth, Reinvestment, and Res_3
Growth, Reinvestment, and Restructuring Programs - Additional Information (Details) - Strategic Growth Initiatives $ in Millions | Sep. 30, 2022 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs incurred | $ 91.1 |
Expected restructuring costs | $ 130 |
Growth, Reinvestment, and Res_4
Growth, Reinvestment, and Restructuring Programs - Aggregate Expenses Incurred Associated with Facility Closure (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 22.4 | $ 16.9 | $ 66.4 | $ 57.7 |
Restructuring and Margin Improvement Activities Categories | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 22.4 | 16.9 | 66.4 | 57.7 |
Restructuring and Margin Improvement Activities Categories | Strategic Growth Initiatives | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 6.5 | 13.4 | 31.1 | 43 |
Restructuring and Margin Improvement Activities Categories | Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 15.9 | 3.5 | 35.3 | 14.7 |
Employee-related | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 12.5 | 4.3 | 31.8 | 16.3 |
Other costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 9.9 | $ 12.6 | $ 34.6 | $ 41.4 |
Growth, Reinvestment, and Res_5
Growth, Reinvestment, and Restructuring Programs - Activity of Restructuring Program Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | $ 13.6 | |||
Expenses recognized | $ 22.4 | $ 16.9 | 66.4 | $ 57.7 |
Cash payments | (23.9) | |||
Ending Balance | 19.6 | 19.6 | ||
Expenses recognized | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recognized | 29.9 | |||
Severance | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 3.9 | |||
Cash payments | (6.1) | |||
Ending Balance | 10.1 | 10.1 | ||
Severance | Expenses recognized | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recognized | 12.3 | |||
Retention | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 9.7 | |||
Cash payments | (17.8) | |||
Ending Balance | $ 9.5 | 9.5 | ||
Retention | Expenses recognized | ||||
Restructuring Reserve [Roll Forward] | ||||
Expenses recognized | $ 17.6 |
Leases - Additional Information
Leases - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating and financing leases, option to extend, term (in years) | 26 years |
Lessee, operating and financing leases, option to terminate, term (in years) | 1 year |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating and financing leases, term of contract (in years) | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating and financing leases, term of contract (in years) | 11 years |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Operating | $ 182.9 | $ 138.1 |
Finance | $ 1.3 | $ 2.2 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant, and equipment, net | Property, plant, and equipment, net |
Total assets | $ 184.2 | $ 140.3 |
Current liabilities: | ||
Operating | $ 38.1 | $ 33.1 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses | Accrued expenses |
Finance | $ 0.6 | $ 1 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portion of long-term debt | Current portion of long-term debt |
Total current liabilities | $ 38.7 | $ 34.1 |
Noncurrent liabilities | ||
Operating | 158.6 | 119 |
Finance | $ 0.7 | $ 1.2 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term debt | Long-term debt |
Total noncurrent liabilities | $ 159.3 | $ 120.2 |
Total lease liabilities | $ 198 | $ 154.3 |
Leases - Weighted-average Disco
Leases - Weighted-average Discount Rates for Operating and Finance Leases (Details) | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted-average discount rate, Operating leases | 4.30% | 4.30% |
Weighted-average discount rate, Finance leases | 2.70% | 2.90% |
Leases - Weighted-average Remai
Leases - Weighted-average Remaining Lease Term of Operating and Finance Leases (Details) | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease term, Operating leases | 5 years 10 months 24 days | 6 years 8 months 12 days |
Weighted-average remaining lease term, Finance leases | 2 years 6 months | 2 years 9 months 18 days |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating lease cost: | ||||
Operating lease cost | $ 12.1 | $ 8.5 | $ 29 | $ 25.8 |
Finance lease cost: | ||||
Amortization of right-of-use assets | 0.3 | 0.3 | 0.9 | 1.1 |
Interest on lease liabilities | 0 | 0 | 0 | 0.1 |
Total finance lease cost | 0.3 | 0.3 | 0.9 | 1.2 |
Variable lease cost | 3.7 | 4.2 | 11.9 | 11.6 |
Net lease cost | $ 16.1 | $ 13 | $ 41.8 | $ 38.6 |
Leases - Operating and Finance
Leases - Operating and Finance Lease Liability (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Operating Leases | ||
Three months ended December 31, 2022 | $ 11.3 | |
2023 | 44.2 | |
2024 | 38.8 | |
2025 | 35.6 | |
2026 | 34.8 | |
Thereafter | 59.6 | |
Total lease payments | 224.3 | |
Less: Interest | (27.6) | |
Present value of lease liabilities | 196.7 | |
Finance Leases | ||
Three months ended December 31, 2022 | 0.2 | |
2023 | 0.5 | |
2024 | 0.4 | |
2025 | 0.2 | |
2026 | 0 | |
Thereafter | 0 | |
Total lease payments | 1.3 | |
Less: Interest | 0 | |
Present value of lease liabilities | 1.3 | $ 2.2 |
Lessee, operating lease, option to extend, amount | $ 2.8 |
Leases - Other Information Rela
Leases - Other Information Relating to Leases (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 27.8 | $ 27.6 |
Financing cash flows from finance leases | $ 1 | $ 1.3 |
Receivables Sales Program - Add
Receivables Sales Program - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Receivables Sales Agreement [Line Items] | ||||
Termination period | 60 days | |||
Retained interest | $ 0 | |||
Loss on sale of receivables | $ 2,000,000 | $ 500,000 | 3,300,000 | $ 1,200,000 |
Maximum | ||||
Receivables Sales Agreement [Line Items] | ||||
Receivables held for sale | $ 500,000,000 | $ 500,000,000 |
Receivables Sales Program - Acc
Receivables Sales Program - Accounts Receivable Sold the Receivables Sales Program (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Receivables [Abstract] | |||
Outstanding accounts receivable sold | $ 378 | $ 357.3 | |
Receivables collected and not remitted to financial institutions | 216.4 | $ 205 | |
Receivables sold | 1,782.3 | $ 1,312.3 | |
Receivables collected and remitted to financial institutions | $ (1,761.6) | $ (1,316.3) |
Inventories - Components (Detai
Inventories - Components (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 259.8 | $ 183 |
Finished goods | 389.1 | 278.6 |
Total inventories | $ 648.9 | $ 461.6 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - Disposed of by sale $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Oct. 03, 2022 USD ($) category facility | Jun. 01, 2021 USD ($) manufacturing_plant | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain on sale of business | $ (63.4) | $ 16.8 | $ (43.8) | $ 95.4 | ||
Meal Preparation | Subsequent Event | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Base purchase price | $ 950 | |||||
Proceeds from divestitures | 527.5 | |||||
Note receivable | $ 422.5 | |||||
Note receivable, term | 5 years | |||||
Number of manufacturing facilities | facility | 14 | |||||
Number of categories | category | 11 | |||||
TSA, maximum term | 24 months | |||||
TSA, renewal term | 12 months | |||||
TSA, credit provided to Buyer | $ 35 | |||||
RTE Cereal | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Base purchase price | $ 85 | |||||
Proceeds from divestitures | $ 88 | |||||
TSA, maximum term | 12 months | |||||
TSA, renewal term | 6 months | |||||
Gain on sale of business | $ 18.4 | |||||
Number of manufacturing plants disposed of | manufacturing_plant | 2 |
Discontinued Operations - Resul
Discontinued Operations - Results of Discontinued Operations on Income Statement (Details) - Disposed of by sale - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net sales | $ 424.4 | $ 349.2 | $ 1,179.6 | $ 1,110.2 |
Cost of sales | 370.1 | 295.1 | 1,018.1 | 918.5 |
Selling, general, administrative and other operating expenses | 41.9 | 31 | 117 | 95.6 |
Amortization expense | 2 | 6.3 | 14.5 | 19.1 |
Loss (gain) on sale of business | 73.8 | 0 | 73.8 | (18.4) |
Operating income from discontinued operations | (63.4) | 16.8 | (43.8) | 95.4 |
Interest and other expense | 11.4 | 4.1 | 18.3 | 8.9 |
Income tax (benefit) expense | 0.6 | 1.9 | 4.6 | 19.8 |
Net (loss) income from discontinued operations | $ (75.4) | $ 10.8 | $ (66.7) | $ 66.7 |
Discontinued Operations - Asset
Discontinued Operations - Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets of discontinued operations | $ 1,251.7 | $ 1,208.1 |
Total liabilities of discontinued operations | 339.4 | 282.5 |
Disposed of by sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash | 2.8 | 4.1 |
Receivables, net | 133.7 | 57.9 |
Inventories | 271.3 | 216.2 |
Prepaid expenses and other assets | 5.2 | 5.5 |
Property, plant, and equipment, net | 323.5 | 319 |
Operating lease right-of-use assets | 29.9 | 27.5 |
Goodwill | 356 | 359.5 |
Intangible assets, net | 203.1 | 218.4 |
Valuation allowance | (73.8) | 0 |
Total assets of discontinued operations | 1,251.7 | 1,208.1 |
Accounts payable | 207.8 | 160.1 |
Accrued expenses and other liabilities | 56.5 | 45.2 |
Operating lease liabilities | 25.6 | 25 |
Deferred income taxes | 49.5 | 52.2 |
Total liabilities of discontinued operations | $ 339.4 | $ 282.5 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment - Components (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,389.8 | $ 1,387.1 |
Less accumulated depreciation | (734) | (687) |
Property, plant, and equipment, net | 655.8 | 700.1 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 28.5 | 28.7 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 315.3 | 308 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 997.4 | 999.1 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 48.6 | $ 51.3 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 23.2 | $ 25.5 | $ 71.2 | $ 76.9 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) $ in Millions | 3 Months Ended | |
Sep. 30, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||
Number of reportable segments | segment | 1 | |
Disposed of by sale | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ | $ 356 | $ 359.5 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Balance at December 31, 2021, before accumulated impairment losses | $ 1,854.9 | |
Accumulated impairment losses | $ (33) | |
Balance at December 31, 2021 | $ 1,821.9 | |
Foreign currency exchange adjustments | (4.9) | |
Balance at September 30, 2022 | $ 1,817 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Gross Carrying Amounts and Accumulated Amortization of Intangible Assets, with Finite Lives (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 779.4 | $ 777 |
Accumulated Amortization | (480) | (446.4) |
Net Carrying Amount | 299.4 | 330.6 |
Gross Carrying Amount | 785.4 | 783 |
Net Carrying Amount | 305.4 | 336.6 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets with indefinite lives | 6 | 6 |
Customer-related | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 542.6 | 545.5 |
Accumulated Amortization | (321) | (297.3) |
Net Carrying Amount | 221.6 | 248.2 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 18.7 | 18.8 |
Accumulated Amortization | (14.2) | (13.4) |
Net Carrying Amount | 4.5 | 5.4 |
Formulas/recipes | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 15 | 15.1 |
Accumulated Amortization | (14.6) | (14.5) |
Net Carrying Amount | 0.4 | 0.6 |
Computer software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 203.1 | 197.6 |
Accumulated Amortization | (130.2) | (121.2) |
Net Carrying Amount | $ 72.9 | $ 76.4 |
Accrued Expenses (Detail)
Accrued Expenses (Detail) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Payroll and benefits | $ 79.4 | $ 46 |
Trade promotion liabilities | 22.1 | 21.8 |
Operating lease liabilities | 38.1 | 33.1 |
Interest | 5.8 | 8.8 |
Taxes | 7 | 3.3 |
Health insurance, workers' compensation, and other insurance costs | 22 | 21.9 |
Derivative contracts | 0.1 | 52.1 |
Other accrued liabilities | 12 | 46.9 |
Total | $ 186.5 | $ 233.9 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | (15.30%) | 8.90% | 7.90% | 23% |
Decrease in total amount of unrecognized tax benefits within the next 12 months | $ 0.6 | $ 0.6 | ||
Decrease in unrecognized tax benefits is reasonably possible | $ 0.3 | $ 0.3 |
Long-Term Debt - Components (De
Long-Term Debt - Components (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Finance leases | $ 1.3 | $ 2.2 |
Total outstanding debt | 1,906.3 | 1,921.5 |
Deferred financing costs | (15.6) | (16.1) |
Less current portion | (11.3) | (15.4) |
Total long-term debt | 1,879.4 | 1,890 |
2028 Notes | ||
Debt Instrument [Line Items] | ||
Senior notes | 500 | 500 |
Term Loan A | ||
Debt Instrument [Line Items] | ||
Term loan | 491.3 | 496.3 |
Term Loan A-1 | ||
Debt Instrument [Line Items] | ||
Term loan | $ 913.7 | $ 923 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Feb. 14, 2022 | Feb. 13, 2022 | Oct. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Aug. 10, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Maximum leverage ratio | 4.50 | |||||||||
Average interest rate on debt outstanding | 4.10% | |||||||||
Repayments of loans payable | $ 14,300,000 | $ 1,133,200,000 | ||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | 0 | $ 14,400,000 | ||||||
Long-term debt, fair value | 1,782,300,000 | 1,782,300,000 | $ 1,899,500,000 | |||||||
Long-term debt, carrying value | $ 1,905,000,000 | 1,905,000,000 | 1,919,300,000 | |||||||
Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayments of loans payable | $ 500,000,000 | |||||||||
2024 Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loss on extinguishment of debt | $ 14,400,000 | |||||||||
Debt instrument premium | 9,000,000 | |||||||||
Write off of deferred financing costs | $ 5,400,000 | |||||||||
Interest rate swap agreements | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Average interest rate on debt outstanding | 4.54% | |||||||||
Through June 30, 2022 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum leverage ratio | 5.50 | |||||||||
Through September 30, 2022 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum leverage ratio | 5.25 | |||||||||
Thereafter | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum leverage ratio | 4.50 | |||||||||
Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Revolving credit facility -maximum borrowing capacity | $ 750,000,000 | 750,000,000 | $ 50,000,000 | |||||||
Debt instrument, covenant, cash and cash equivalents threshold | 65% | |||||||||
Revolving credit facility available | 714,200,000 | 714,200,000 | ||||||||
Letters of credit facility issued but undrawn | 35,800,000 | 35,800,000 | ||||||||
Revolving Credit Facility | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Revolving credit facility -maximum borrowing capacity | 500,000,000 | |||||||||
Term Loan A | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loans payable | 491,300,000 | 491,300,000 | 496,300,000 | |||||||
Term Loan A | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayments of loans payable | 174,800,000 | |||||||||
Term Loan A-1 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loans payable | $ 913,700,000 | $ 913,700,000 | $ 923,000,000 | |||||||
Term Loan A-1 | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayments of loans payable | $ 325,200,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Weighted average common shares outstanding (in shares) | 56.1 | 55.8 | 56 | 55.9 |
Assumed exercise/vesting of equity awards (in shares) | 0 | 0 | 0 | 0 |
Weighted average diluted common shares outstanding (in shares) | 56.1 | 55.8 | 56 | 55.9 |
Equity awards, excluded from computation of diluted earnings (in shares) | 1.6 | 1.7 | 1.4 | 1.5 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 09, 2022 $ / shares shares | Dec. 29, 2021 installment $ / shares shares | Jun. 30, 2022 $ / shares shares | Sep. 30, 2022 USD ($) installment $ / shares shares | Sep. 30, 2021 $ / shares shares | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average grant date fair value (in usd per share) | $ / shares | $ 15.62 | |||||
Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 3 years | |||||
Award expiration period | 10 years | |||||
Compensation costs, unrecognized | $ | $ 4.7 | |||||
Compensation costs, recognition weighted average remaining period (in years) | 2 years 7 months 6 days | |||||
Stock Option | Second anniversary | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting percentage | 33% | |||||
Stock Option | Third anniversary | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting percentage | 67% | |||||
Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 18 months | 3 years | ||||
Compensation costs, unrecognized | $ | $ 24.4 | |||||
Compensation costs, recognition weighted average remaining period (in years) | 1 year 10 months 24 days | |||||
Weighted average grant date fair value, granted (in usd per share) | $ / shares | $ 37.90 | $ 40.03 | ||||
Stock units, granted (in shares) | shares | 62,000 | 51,200 | ||||
Restricted Stock Units | Executive Members | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 6 months | |||||
Number of installments | installment | 3 | 3 | ||||
Performance Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation costs, unrecognized | $ | $ 17.2 | |||||
Compensation costs, recognition weighted average remaining period (in years) | 1 year 7 months 6 days | |||||
Weighted average grant date fair value, granted (in usd per share) | $ / shares | $ 45.75 | |||||
Stock units, granted (in shares) | shares | 429,000 | |||||
Performance based compensation period | 3 years | |||||
Accrual of units (as a percent) | 25% | 33% | ||||
Performance Units | Executive Members | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance based compensation period | 3 years | |||||
Grant-date fair value (in usd per share) | $ / shares | $ 26.84 | $ 59.16 | ||||
Units granted (in shares) | shares | 52,600 | 23,200 | ||||
Performance Units | Executive Officers | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average grant date fair value, granted (in usd per share) | $ / shares | $ 58.36 | |||||
Stock units, granted (in shares) | shares | 239,300 | |||||
Performance based compensation period | 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% | |||||
Performance Units | Minimum | Executive Members | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Predefined percentage for calculation of performance unit awards | 0% | |||||
Predefined percentage for calculation of performance achievement unit awards | 0% | |||||
Performance Units | Minimum | Executive Officers | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Predefined percentage for calculation of performance achievement unit awards | 0% | |||||
Performance Units | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Predefined percentage for calculation of performance unit awards | 200% | |||||
Performance Units | Maximum | Executive Members | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Predefined percentage for calculation of performance unit awards | 200% | |||||
Predefined percentage for calculation of performance achievement unit awards | 150% | |||||
Performance Units | Maximum | Executive Officers | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Predefined percentage for calculation of performance achievement unit awards | 450% | |||||
TreeHouse Foods, Inc. Equity and Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Maximum number of shares available to be awarded (in shares) | shares | 17,500,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Total Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Compensation expense related to stock-based payments | $ 6.1 | $ 1.4 | $ 15.2 | $ 10.1 |
Related income tax benefit | $ 1.5 | $ 0.3 | $ 3.6 | $ 2.5 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Employee Options | ||
Beginning balance (in shares) | 1,149 | |
Granted (in shares) | 376 | |
Forfeited (in shares) | (34) | |
Expired (in shares) | (194) | |
Ending balance (in shares) | 1,297 | 1,149 |
Vested/expected to vest, at September 30, 2022 | 1,230 | |
Exercisable, at September 30, 2022 | 956 | |
Weighted Average Exercise Price | ||
Beginning balance (in usd per share) | $ 79.51 | |
Granted (in usd per share) | 42.69 | |
Forfeited (in usd per share) | 42.69 | |
Expired (in usd per share) | 67.32 | |
Ending balance (in usd per share) | 71.63 | $ 79.51 |
Vested/expected to vest, at September 30, 2022 (in usd per share) | 73.21 | |
Exercisable, at September 30, 2022 (in usd per share) | $ 81.97 | |
Weighted Average Remaining Contractual Term (years) | ||
Outstanding | 3 years 9 months 18 days | 2 years 3 months 18 days |
Vested/expected to vest, at September 30, 2022 | 3 years 6 months | |
Exercisable, at September 30, 2022 | 1 year 8 months 12 days | |
Aggregate Intrinsic Value | ||
Beginning balance | $ 0 | |
Ending balance | 0 | $ 0 |
Vested/expected to vest | 0 | |
Exercisable | $ 0 |
Stock-Based Compensation - Shar
Stock-Based Compensation - Shareholder Return Market Condition and Assumptions (Details) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend yield | 0% | |
Risk-free rate | 2.93% | |
Expected volatility | 38.54% | |
Expected term (in years) | 6 years 3 months 29 days | |
Performance Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend yield | 0% | 0% |
Risk-free rate | 2.36% | 0.30% |
Expected term (in years) | 2 years 1 month 20 days | 2 years 9 months |
Performance Units | Tree House Food | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 36.84% | 35.65% |
Performance Units | Peer Group | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 36.64% | 37.72% |
Performance Units | Index | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 16.30% |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock and Restricted Stock Unit Activity (Details) - Restricted Stock Units - $ / shares | 9 Months Ended | ||
Jun. 09, 2022 | Dec. 29, 2021 | Sep. 30, 2022 | |
Restricted Stock Units | |||
Stock units, granted (in shares) | 62,000 | 51,200 | |
Weighted Average Grant Date Fair Value | |||
Weighted average grant date fair value, granted (in usd per share) | $ 37.90 | $ 40.03 | |
Employee | |||
Restricted Stock Units | |||
Stock units, outstanding, beginning balance (in shares) | 660,000 | ||
Stock units, granted (in shares) | 673,000 | ||
Stock units, vested (in shares) | (275,000) | ||
Stock units, forfeited (in shares) | (225,000) | ||
Stock units, outstanding, ending balance (in shares) | 833,000 | ||
Weighted Average Grant Date Fair Value | |||
Weighted average grant date fair value, outstanding, beginning balance (in usd per share) | $ 48.88 | ||
Weighted average grant date fair value, granted (in usd per share) | 31.91 | ||
Weighted average grant date fair value, vested (in usd per share) | 50.60 | ||
Weighted average grant date fair value, forfeited (in usd per share) | 39.65 | ||
Weighted average grant date fair value, outstanding, ending balance (in usd per share) | $ 37.10 | ||
Director | |||
Restricted Stock Units | |||
Stock units, outstanding, beginning balance (in shares) | 50,000 | ||
Stock units, granted (in shares) | 51,000 | ||
Stock units, vested (in shares) | (30,000) | ||
Stock units, forfeited (in shares) | 0 | ||
Stock units, outstanding, ending balance (in shares) | 71,000 | ||
Stock units, vested and deferred (in shares) | 20,000,000 | ||
Weighted Average Grant Date Fair Value | |||
Weighted average grant date fair value, outstanding, beginning balance (in usd per share) | $ 48.15 | ||
Weighted average grant date fair value, granted (in usd per share) | 31.25 | ||
Weighted average grant date fair value, vested (in usd per share) | 48.59 | ||
Weighted average grant date fair value, forfeited (in usd per share) | 0 | ||
Weighted average grant date fair value, outstanding, ending balance (in usd per share) | 35.88 | ||
Weighted average grant date fair value, vested and deferred (in usd per share) | $ 47.50 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Employee and Director Restricted Stock and Restricted Stock Highlights (Details) - Restricted Stock Units - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of vested restricted stock units | $ 1 | $ 2 | $ 10.3 | $ 22 |
Tax benefit recognized from vested restricted stock units | $ 0.1 | $ 0.5 | $ 1.6 | $ 3.7 |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Performance Unit Activity (Details) - Performance Units shares in Thousands | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Performance Units | |
Stock units, outstanding, beginning balance (in shares) | shares | 480 |
Stock units, granted (in shares) | shares | 429 |
Stock units, vested (in shares) | shares | (63) |
Stock units, forfeited (in shares) | shares | (202) |
Stock units, outstanding, ending balance (in shares) | shares | 644 |
Weighted Average Grant Date Fair Value | |
Weighted average grant date fair value, outstanding, beginning balance (in usd per share) | $ / shares | $ 54.21 |
Weighted average grant date fair value, granted (in usd per share) | $ / shares | 45.75 |
Weighted average grant date fair value, vested (in usd per share) | $ / shares | 64.55 |
Weighted average grant date fair value, forfeited (in usd per share) | $ / shares | 53.68 |
Weighted average grant date fair value, outstanding, ending balance (in usd per share) | $ / shares | $ 45.01 |
Stock-Based Compensation - Su_6
Stock-Based Compensation - Summary of Performance Unit Highlights (Details) - Performance Units - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of vested performance units | $ 0 | $ 0 | $ 2 | $ 5.6 |
Tax benefit recognized from performance units vested | $ 0 | $ 0.1 | $ 0.2 | $ 0.3 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | $ 1,813.6 | $ 1,847.8 | $ 1,845.4 | $ 1,858.5 | $ 1,864.5 | $ 1,865 | $ 1,845.4 | $ 1,865 |
Other comprehensive loss before reclassifications | (20.8) | (2.5) | ||||||
Reclassifications from accumulated other comprehensive loss | 0.2 | 0.5 | ||||||
Other comprehensive loss | (14.4) | (10.6) | 4.4 | (9) | 6 | 1 | (20.6) | (2) |
Ending balance | 1,715 | 1,813.6 | 1,847.8 | 1,857.8 | 1,858.5 | 1,864.5 | 1,715 | 1,857.8 |
Foreign Currency Translation | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | (70.9) | (67.3) | (70.9) | (67.3) | ||||
Other comprehensive loss before reclassifications | (20.8) | (2.5) | ||||||
Reclassifications from accumulated other comprehensive loss | 0 | 0 | ||||||
Other comprehensive loss | (20.8) | (2.5) | ||||||
Ending balance | (91.7) | (69.8) | (91.7) | (69.8) | ||||
Unrecognized Pension and Postretirement Benefits | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | 17.3 | 3.3 | 17.3 | 3.3 | ||||
Other comprehensive loss before reclassifications | 0 | 0 | ||||||
Reclassifications from accumulated other comprehensive loss | 0.2 | 0.5 | ||||||
Other comprehensive loss | 0.2 | 0.5 | ||||||
Ending balance | 17.5 | 3.8 | 17.5 | 3.8 | ||||
Accumulated Other Comprehensive Loss | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | (59.8) | (49.2) | (53.6) | (57) | (63) | (64) | (53.6) | (64) |
Other comprehensive loss | (14.4) | (10.6) | 4.4 | (9) | 6 | 1 | ||
Ending balance | $ (74.2) | $ (59.8) | $ (49.2) | $ (66) | $ (57) | $ (63) | $ (74.2) | $ (66) |
Employee Retirement and Postr_3
Employee Retirement and Postretirement Benefits - Summary of Net Periodic Cost of Pension and Postretirement Benefit Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Pension Benefits | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Service cost | $ 0.1 | $ 0.4 | $ 0.4 | $ 0.8 |
Interest cost | 2.3 | 2.3 | 6.9 | 6.6 |
Expected return on plan assets | (3.8) | (3.5) | (11.4) | (10.4) |
Curtailment | 0 | (0.7) | 0 | (0.7) |
Amortization of unrecognized prior service cost | 0 | 0 | 0 | 0.1 |
Amortization of unrecognized net loss | 0.1 | 0.2 | 0.2 | 0.4 |
Net periodic pension/postretirement (benefit) cost | (1.3) | (1.3) | (3.9) | (3.2) |
Postretirement Benefits | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Interest cost | 0.2 | 0.2 | 0.5 | 0.5 |
Net periodic pension/postretirement (benefit) cost | $ 0.2 | $ 0.2 | $ 0.5 | $ 0.5 |
Other Operating Expense, Net (D
Other Operating Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | ||||
Restructuring | $ 22.4 | $ 16.9 | $ 66.4 | $ 57.7 |
Other | 1 | 0 | 0 | 0.1 |
Total other operating expense, net | $ 23.4 | $ 16.9 | $ 66.4 | $ 57.8 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) complaint | |
Loss Contingencies [Line Items] | |
Loss contingency, cash payment | $ | $ 27 |
Class Actions Filed by Shareholders | |
Loss Contingencies [Line Items] | |
Loss contingency, number of claims | complaint | 4 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Interest Rate Swap Agreements | ||
Derivative [Line Items] | ||
Weighted average fixed interest rate | 2.91% | 2.91% |
Interest Rate Swap Agreements | LIBOR Interest Rate | ||
Derivative [Line Items] | ||
Derivative notional amount | $ 875,000,000 | $ 875,000,000 |
Diesel Contract | ||
Derivative [Line Items] | ||
Derivative, nonmonetary notional amount | 12,300,000 | 58,800,000 |
Total return swap contract | ||
Derivative [Line Items] | ||
Derivative notional amount | $ 4,100,000 | $ 7,000,000 |
Derivative Instruments - Deriva
Derivative Instruments - Derivative, Fair Value, and Location on Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | $ 31.2 | $ 3.9 |
Liability derivatives | 0.1 | 52.1 |
Commodity contracts | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 5.4 | 3.9 |
Liability derivatives | 0 | 0.9 |
Interest rate swap agreements | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 25.8 | 0 |
Liability derivatives | 0 | 51.2 |
Total return swap contract | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | $ 0.1 | $ 0 |
Derivative Instruments - Gains
Derivative Instruments - Gains and Losses on Derivative Contracts (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized gain (loss), derivative | $ 79.3 | $ 33.1 | ||
Total unrealized gain | $ 17.1 | $ 4.4 | 79.3 | 33.1 |
Total realized gain (loss) | 1.3 | 2.1 | (0.8) | 5.9 |
Total gain | 18.4 | 6.5 | 78.5 | 39 |
Commodity contracts | Other income, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized gain (loss), commodity | (7.6) | (1.7) | 2.4 | 3.5 |
Commodity contracts | Manufacturing related to Cost of sales and transportation related to Selling and distribution | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total realized gain (loss) | 3.1 | 8.2 | 12.9 | 23.7 |
Interest rate swap agreements | Other income, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized gain (loss), derivative | 24.8 | 6.4 | 77 | 29.8 |
Interest rate swap agreements | Interest expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total realized gain (loss) | (1.6) | (6.3) | (12.4) | (18.6) |
Total return swap contract | General and administrative | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Mark to market unrealized gain (loss), derivative | (0.1) | (0.3) | (0.1) | (0.2) |
Total realized gain (loss) | $ (0.2) | $ 0.2 | $ (1.3) | $ 0.8 |
Disaggregation of Revenue (Deta
Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 875 | $ 751.7 | $ 2,457.8 | $ 2,129.6 |
Retail grocery | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 682.9 | 575.2 | 1,884.6 | 1,653.6 |
Co-manufacturing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 128.4 | 116.3 | 382.9 | 306.9 |
Food-away-from-home and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 63.7 | 60.2 | 190.3 | 169.1 |
Snacking | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 347.4 | 293.8 | 980 | 833.7 |
Beverages & drink mixes | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 290.6 | 241.6 | 797.2 | 694.5 |
Grocery | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 237 | $ 216.3 | $ 680.6 | $ 601.4 |