þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
20-2311383
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. employer identification no.)
|
2021 Spring Road, Suite 600
|
|
|
Oak Brook, IL
|
|
60523
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including area code (708) 483-1300
Securities registered pursuant to Section 12(b) of the Act:
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $.01 par value
|
|
New York Stock Exchange
|
Large accelerated filer
|
þ
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
Emerging growth company
|
¨
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
Item 1
|
||
Item 1A
|
||
Item 1B
|
||
Item 2
|
||
Item 3
|
||
Item 4
|
||
|
|
|
|
|
|
Item 5
|
||
Item 6
|
||
Item 7
|
||
Item 7A
|
||
Item 8
|
||
Item 9
|
||
Item 9A
|
||
Item 9B
|
||
|
|
|
|
|
|
Item 10
|
||
Item 11
|
||
Item 12
|
||
Item 13
|
||
Item 14
|
||
|
|
|
|
|
|
Item 15
|
||
Item 16
|
||
|
||
|
Item 1.
|
Business
|
•
|
private label products to retailers, such as supermarkets, mass merchandisers, and specialty retailers, for resale under the retailers’ own or controlled labels,
|
•
|
private label and branded products to the foodservice industry, including foodservice distributors and national restaurant operators,
|
•
|
branded products under our own proprietary brands, primarily on a regional basis to retailers,
|
•
|
branded products under co-pack agreements to other major branded companies for their distributions, and
|
•
|
products to our industrial customer base for repackaging in portion control packages and for use as ingredients by other food manufacturers.
|
Executive Officer
|
|
Age
|
|
Title
|
Steven Oakland
|
|
57
|
|
Chief Executive Officer and President since March 2018.
|
Matthew J. Foulston
|
|
54
|
|
Executive Vice President and Chief Financial Officer since December 2016.
|
Thomas E. O'Neill
|
|
63
|
|
Executive Vice President since July 2011. General Counsel, Chief Administrative Officer and Corporate Secretary since January 2005.
|
Lori G. Roberts
|
|
58
|
|
Senior Vice President, Human Resources since January 2015. Senior Vice President, Chief Human Resources Officer since January 2019.
|
C. Shay Braun
|
|
51
|
|
Senior Vice President, Chief Operations Officer since January 2019.
|
Triona C. Schmelter
|
|
49
|
|
Senior Vice President, Division President, Meal Solutions since January 2019 (1).
|
Mark A. Fleming
|
|
48
|
|
Senior Vice President, Division President, Baked Goods since January 2019.
|
Maurice "Moe" Alkemade
|
|
51
|
|
Senior Vice President, Division President, Beverages since January 2019.
|
Chris C. Wilkins
|
|
47
|
|
Senior Vice President, Division President, Snacks since January 2019.
|
Item 1A.
|
Risk Factors
|
•
|
limited in how we conduct our business;
|
•
|
unable to raise additional debt or equity financing to operate during general economic or business downturns; or
|
•
|
unable to compete effectively or to take advantage of new business opportunities.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
(1)
|
On July 18, 2018, the Company announced the planned closure of this administrative office. See
Note 3
to the Consolidated Financial Statements for more information.
|
(2)
|
On January 23, 2019, the Company announced the planned closure of this administrative office. See
Note 3
to the Consolidated Financial Statements for more information.
|
(3)
|
On February 15, 2018, the Company announced the planned closure of this facility. See
Note 3
to the Consolidated Financial Statements for more information.
|
(4)
|
On November 3, 2016, the Company announced the planned downsizing of this facility. On January 31, 2018, the Company announced the full closure of this facility. See
Note 3
to the Consolidated Financial Statements for more information.
|
(5)
|
Production facility crosses multiple segments; principal products produced for each segment included within the above table.
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
|
Period
|
|
Weighted Average Price Paid per Share
|
|
Total Number of Shares Purchased
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Maximum Number of Shares that may yet be Purchased under the Program
|
||||||
|
|
|
|
(in millions)
|
||||||||||
October 1 through October 31, 2018
|
|
$
|
47.24
|
|
|
0.1
|
|
|
0.1
|
|
|
$
|
324.9
|
|
November 1 through November 30, 2018
|
|
45.54
|
|
|
0.1
|
|
|
0.1
|
|
|
319.0
|
|
||
December 1 through December 31, 2018
|
|
50.99
|
|
|
0.1
|
|
|
0.1
|
|
|
316.7
|
|
||
For the Quarter Ended December 31, 2018
|
|
$
|
47.05
|
|
|
0.3
|
|
|
0.3
|
|
|
$
|
316.7
|
|
|
|
Base
Period
|
|
INDEXED RETURNS
Years Ending
|
||||||||||||||||||
Company Name/Index
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
|
12/31/2018
|
||||||||||
TreeHouse Foods, Inc.
|
|
100
|
|
$
|
124.10
|
|
|
$
|
113.84
|
|
|
$
|
104.74
|
|
|
$
|
71.76
|
|
|
$
|
73.58
|
|
S&P MidCap 400 Index
|
|
100
|
|
109.77
|
|
|
107.38
|
|
|
129.65
|
|
|
150.71
|
|
|
134.01
|
|
|||||
Peer Group
|
|
100
|
|
108.88
|
|
|
125.22
|
|
|
141.05
|
|
|
139.03
|
|
|
117.44
|
|
Item 6.
|
Selected
Financial Data
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016 (1)
|
|
2015
|
|
2014 (2)
|
||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||
Operating data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
5,812.1
|
|
|
$
|
6,307.1
|
|
|
$
|
6,175.1
|
|
|
$
|
3,206.4
|
|
|
$
|
2,946.1
|
|
Operating income (loss) (3)
|
67.9
|
|
|
(412.8
|
)
|
|
(95.5
|
)
|
|
241.3
|
|
|
219.3
|
|
|||||
Net (loss) income
|
(61.4
|
)
|
|
(286.2
|
)
|
|
(228.6
|
)
|
|
114.9
|
|
|
89.9
|
|
|||||
Net (loss) earnings per basic share
|
$
|
(1.10
|
)
|
|
$
|
(5.01
|
)
|
|
$
|
(4.10
|
)
|
|
$
|
2.67
|
|
|
$
|
2.28
|
|
Net (loss) earnings per diluted share
|
$
|
(1.10
|
)
|
|
$
|
(5.01
|
)
|
|
$
|
(4.10
|
)
|
|
$
|
2.63
|
|
|
$
|
2.23
|
|
Weighted average shares -- basic
|
56.0
|
|
|
57.1
|
|
|
55.7
|
|
|
43.1
|
|
|
39.3
|
|
|||||
Weighted average shares -- diluted
|
56.0
|
|
|
57.1
|
|
|
55.7
|
|
|
43.7
|
|
|
40.2
|
|
|||||
Other data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance sheet data (at end of period):
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
5,599.3
|
|
|
$
|
5,779.3
|
|
|
$
|
6,545.8
|
|
|
$
|
3,702.8
|
|
|
$
|
3,858.3
|
|
Long-term debt, excluding current portion
|
2,297.4
|
|
|
2,535.7
|
|
|
2,724.8
|
|
|
1,221.7
|
|
|
1,437.7
|
|
|||||
Other long-term liabilities
|
170.6
|
|
|
202.1
|
|
|
202.3
|
|
|
71.6
|
|
|
67.6
|
|
|||||
Total stockholders’ equity
|
2,141.9
|
|
|
2,263.3
|
|
|
2,503.3
|
|
|
1,854.9
|
|
|
1,759.3
|
|
|||||
Cash flow data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
505.8
|
|
|
$
|
506.0
|
|
|
$
|
478.6
|
|
|
$
|
290.6
|
|
|
$
|
229.6
|
|
Capital expenditures
|
196.2
|
|
|
185.8
|
|
|
187.0
|
|
|
86.1
|
|
|
99.2
|
|
(1)
|
The Company acquired the Private Brands Business in 2016.
|
(2)
|
The Company acquired Protenergy and Flagstone in 2014.
|
(3)
|
Prior periods restated due to the adoption impact of ASU 2017-07,
Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
. Refer to
Note 2
for additional information.
|
Item 7.
|
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
|
•
|
Commercial Excellence.
An unrelenting focus on the customer must be at the heart of everything we do. As private label continues to grow and evolve, our strategy is to be the solutions provider for our customers. To be a solutions provider, we must: understand our customers' needs and challenges; execute flawlessly; ensure products meet quality and safety standards and are competitively priced; and continue to innovate. As a result, we have started the process of centralizing our go-to-market approach to be more retailer-friendly and to provide better service to the customer. We believe that our revised go-to-market platform will lead us to stronger and more valuable partnerships with our customers.
|
•
|
Operational Excellence.
We strive to be the supplier of choice and a world-class partner to our customers, a great investment to our shareholders, and a great place to work for our employees. We are working to build a high performance culture, as we communicate and engage our people with common metrics and build a continuous improvement mindset whereby the status quo is challenged. As we engage, educate and enable our employees, we are building a winning mindset rooted in the new TreeHouse mission, vision and purpose. In conjunction with this tenet of our strategy, we continue to progress in our rollout of a standardized management operating system across our manufacturing facilities ("TMOS"). Through December 31, 2018, we completed full implementations of TMOS in 14 plants. We expect all of North America to be completed by year-end 2020. We also continue to work to optimize our plant and line network to simplify and streamline operations.
|
•
|
Optimized Portfolio
. We will periodically review our portfolio in an attempt to identify areas of optimization. As part of this review, we may identify specific businesses (typically lower growth and lower margin) which may be better served by a fundamental change in tactics, strategy, or ownership. Optimizing the portfolio will allow us to focus our resources on fewer business in order to drive improved results and future cash generation.
|
•
|
People & Talent.
We are working to build a performance-based culture. We will be disciplined in our approach to building this culture, by communicating clear goals and fostering decision ownership. Our goal is to align and incentivize our people and celebrate our successes together.
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2016 (1)
|
|||||||||||||||
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
|||||||||
|
(Dollars in millions)
|
|||||||||||||||||||
Net sales
|
$
|
5,812.1
|
|
|
100.0
|
%
|
|
$
|
6,307.1
|
|
|
100.0
|
%
|
|
$
|
6,175.1
|
|
|
100.0
|
%
|
Cost of sales
|
4,856.7
|
|
|
83.6
|
|
|
5,226.7
|
|
|
82.9
|
|
|
5,049.0
|
|
|
81.8
|
|
|||
Gross profit
|
955.4
|
|
|
16.4
|
|
|
1,080.4
|
|
|
17.1
|
|
|
1,126.1
|
|
|
18.2
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Selling and distribution
|
378.4
|
|
|
6.5
|
|
|
402.3
|
|
|
6.4
|
|
|
404.8
|
|
|
6.6
|
|
|||
General and administrative
|
280.0
|
|
|
4.8
|
|
|
298.4
|
|
|
4.7
|
|
|
340.0
|
|
|
5.5
|
|
|||
Amortization expense
|
86.4
|
|
|
1.5
|
|
|
114.1
|
|
|
1.8
|
|
|
109.9
|
|
|
1.8
|
|
|||
Impairment of goodwill and other intangible assets
|
—
|
|
|
—
|
|
|
549.7
|
|
|
8.7
|
|
|
352.2
|
|
|
5.7
|
|
|||
Other operating expense, net
|
142.7
|
|
|
2.5
|
|
|
128.7
|
|
|
2.0
|
|
|
14.7
|
|
|
0.2
|
|
|||
Total operating expenses
|
887.5
|
|
|
15.3
|
|
|
1,493.2
|
|
|
23.6
|
|
|
1,221.6
|
|
|
19.8
|
|
|||
Operating income (loss)
|
67.9
|
|
|
1.1
|
|
|
(412.8
|
)
|
|
(6.5
|
)
|
|
(95.5
|
)
|
|
(1.6
|
)
|
|||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
114.6
|
|
|
2.0
|
|
|
126.8
|
|
|
2.1
|
|
|
119.2
|
|
|
1.9
|
|
|||
Loss (gain) on foreign currency exchange
|
8.6
|
|
|
0.1
|
|
|
(5.0
|
)
|
|
(0.1
|
)
|
|
(5.6
|
)
|
|
(0.1
|
)
|
|||
Other expense (income), net
|
29.5
|
|
|
0.5
|
|
|
(10.0
|
)
|
|
(0.2
|
)
|
|
(13.7
|
)
|
|
(0.3
|
)
|
|||
Total other expense
|
152.7
|
|
|
2.6
|
|
|
111.8
|
|
|
1.8
|
|
|
99.9
|
|
|
1.5
|
|
|||
Loss income before income taxes
|
(84.8
|
)
|
|
(1.5
|
)
|
|
(524.6
|
)
|
|
(8.3
|
)
|
|
(195.4
|
)
|
|
(3.1
|
)
|
|||
Income tax (benefit) expense
|
(23.4
|
)
|
|
(0.4
|
)
|
|
(238.4
|
)
|
|
(3.8
|
)
|
|
33.2
|
|
|
0.6
|
|
|||
Net loss
|
$
|
(61.4
|
)
|
|
(1.1
|
)%
|
|
$
|
(286.2
|
)
|
|
(4.5
|
)%
|
|
$
|
(228.6
|
)
|
|
(3.7
|
)%
|
(1)
|
The Company acquired the Private Brands Business in 2016.
|
|
Dollars
|
|
Percent
|
|||
|
(Dollars in millions)
|
|||||
2017 Net Sales
|
$
|
6,307.1
|
|
|
|
|
SKU rationalization
|
(178.4
|
)
|
|
(2.8
|
)%
|
|
Volume/mix excluding SKU rationalization
|
(335.8
|
)
|
|
(5.3
|
)
|
|
Pricing
|
90.2
|
|
|
1.4
|
|
|
Product recalls
|
(5.5
|
)
|
|
(0.1
|
)
|
|
Divestitures
|
(65.9
|
)
|
|
(1.0
|
)
|
|
Foreign currency
|
0.4
|
|
|
—
|
|
|
2018 Net sales
|
$
|
5,812.1
|
|
|
(7.8
|
)%
|
•
|
Volume/mix excluding SKU rationalization was 5.3% unfavorable year-over-year driven by the Snacks and Meals segments.
|
•
|
Included in 2017 net sales was a $5.5 million product recall reimbursement, which did not repeat in 2018, that contributed a decrease of 0.1% to the change in net sales year-over-year.
|
•
|
Pricing was favorable 1.4% in 2018 compared to 2017 reflecting pricing actions to cover commodity and freight inflation and tariffs.
|
|
Year Ended December 31,
|
||||||||||||
|
2018
|
|
2017
|
||||||||||
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
1,385.3
|
|
|
100.0
|
%
|
|
$
|
1,403.9
|
|
|
100.0
|
%
|
Cost of sales
|
1,104.8
|
|
|
79.8
|
|
|
1,108.0
|
|
|
78.9
|
|
||
Gross profit
|
280.5
|
|
|
20.2
|
|
|
295.9
|
|
|
21.1
|
|
||
Freight out and commissions
|
106.0
|
|
|
7.7
|
|
|
89.1
|
|
|
6.3
|
|
||
Direct selling, general, and administrative
|
24.7
|
|
|
1.7
|
|
|
31.3
|
|
|
2.2
|
|
||
Direct operating income
|
$
|
149.8
|
|
|
10.8
|
%
|
|
$
|
175.5
|
|
|
12.6
|
%
|
|
Dollars
|
|
Percent
|
|||
|
(Dollars in millions)
|
|||||
2017 Net Sales
|
$
|
1,403.9
|
|
|
|
|
SKU rationalization
|
(26.3
|
)
|
|
(1.8
|
)%
|
|
Volume/mix excluding SKU rationalization
|
(21.9
|
)
|
|
(1.6
|
)
|
|
Pricing
|
29.3
|
|
|
2.1
|
|
|
Foreign currency
|
0.3
|
|
|
—
|
|
|
2018 Net sales
|
$
|
1,385.3
|
|
|
(1.3
|
)%
|
|
Year Ended December 31,
|
||||||||||||
|
2018
|
|
2017
|
||||||||||
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
1,008.4
|
|
|
100.0
|
%
|
|
$
|
1,073.4
|
|
|
100.0
|
%
|
Cost of sales
|
772.7
|
|
|
76.6
|
|
|
781.9
|
|
|
72.8
|
|
||
Gross profit
|
235.7
|
|
|
23.4
|
|
|
291.5
|
|
|
27.2
|
|
||
Freight out and commissions
|
38.5
|
|
|
3.8
|
|
|
44.3
|
|
|
4.1
|
|
||
Direct selling, general, and administrative
|
16.9
|
|
|
1.7
|
|
|
20.3
|
|
|
1.9
|
|
||
Direct operating income
|
$
|
180.3
|
|
|
17.9
|
%
|
|
$
|
226.9
|
|
|
21.2
|
%
|
|
Dollars
|
|
Percent
|
|||
|
(Dollars in millions)
|
|||||
2017 Net Sales
|
$
|
1,073.4
|
|
|
|
|
SKU rationalization
|
(24.1
|
)
|
|
(2.3
|
)%
|
|
Volume/mix excluding SKU rationalization
|
(34.3
|
)
|
|
(3.2
|
)
|
|
Pricing
|
(6.6
|
)
|
|
(0.6
|
)
|
|
2018 Net sales
|
$
|
1,008.4
|
|
|
(6.1
|
)%
|
|
Year Ended December 31,
|
||||||||||||
|
2018
|
|
2017
|
||||||||||
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
1,252.5
|
|
|
100.0
|
%
|
|
$
|
1,300.6
|
|
|
100.0
|
%
|
Cost of sales
|
1,026.1
|
|
|
81.9
|
|
|
1,082.4
|
|
|
83.2
|
|
||
Gross profit
|
226.4
|
|
|
18.1
|
|
|
218.2
|
|
|
16.8
|
|
||
Freight out and commissions
|
58.1
|
|
|
4.6
|
|
|
55.9
|
|
|
4.3
|
|
||
Direct selling, general, and administrative
|
19.8
|
|
|
1.6
|
|
|
25.8
|
|
|
2.0
|
|
||
Direct operating income
|
$
|
148.5
|
|
|
11.9
|
%
|
|
$
|
136.5
|
|
|
10.5
|
%
|
|
Dollars
|
|
Percent
|
|||
|
(Dollars in millions)
|
|||||
2017 Net Sales
|
$
|
1,300.6
|
|
|
|
|
SKU rationalization
|
(58.5
|
)
|
|
(4.5
|
)%
|
|
Volume/mix excluding SKU rationalization
|
(19.6
|
)
|
|
(1.5
|
)
|
|
Pricing
|
29.9
|
|
|
2.3
|
|
|
Foreign currency
|
0.1
|
|
|
—
|
|
|
2018 Net sales
|
$
|
1,252.5
|
|
|
(3.7
|
)%
|
|
Year Ended December 31,
|
||||||||||||
|
2018
|
|
2017
|
||||||||||
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
1,040.0
|
|
|
100.0
|
%
|
|
$
|
1,189.2
|
|
|
100.0
|
%
|
Cost of sales
|
842.2
|
|
|
81.0
|
|
|
970.8
|
|
|
81.6
|
|
||
Gross profit
|
197.8
|
|
|
19.0
|
|
|
218.4
|
|
|
18.4
|
|
||
Freight out and commissions
|
46.0
|
|
|
4.4
|
|
|
51.4
|
|
|
4.3
|
|
||
Direct selling, general, and administrative
|
25.9
|
|
|
2.5
|
|
|
29.7
|
|
|
2.5
|
|
||
Direct operating income
|
$
|
125.9
|
|
|
12.1
|
%
|
|
$
|
137.3
|
|
|
11.6
|
%
|
|
Dollars
|
|
Percent
|
|||
|
(Dollars in millions)
|
|||||
2017 Net Sales
|
$
|
1,189.2
|
|
|
|
|
SKU rationalization
|
(23.2
|
)
|
|
(1.9
|
)%
|
|
Volume/mix excluding SKU rationalization
|
(85.8
|
)
|
|
(7.3
|
)
|
|
Pricing
|
25.7
|
|
|
2.2
|
|
|
Divestitures
|
(65.9
|
)
|
|
(5.5
|
)
|
|
2018 Net sales
|
$
|
1,040.0
|
|
|
(12.5
|
)%
|
|
Year Ended December 31,
|
||||||||||||
|
2018
|
|
2017
|
||||||||||
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
1,125.9
|
|
|
100.0
|
%
|
|
$
|
1,334.5
|
|
|
100.0
|
%
|
Cost of sales
|
1,079.7
|
|
|
95.9
|
|
|
1,253.8
|
|
|
94.0
|
|
||
Gross profit
|
46.2
|
|
|
4.1
|
|
|
80.7
|
|
|
6.0
|
|
||
Freight out and commissions
|
29.9
|
|
|
2.7
|
|
|
32.2
|
|
|
2.4
|
|
||
Direct selling, general, and administrative
|
14.0
|
|
|
1.2
|
|
|
23.0
|
|
|
1.7
|
|
||
Direct operating income
|
$
|
2.3
|
|
|
0.2
|
%
|
|
$
|
25.5
|
|
|
1.9
|
%
|
|
Dollars
|
|
Percent
|
|||
|
(Dollars in millions)
|
|||||
2017 Net Sales
|
$
|
1,334.5
|
|
|
|
|
SKU rationalization
|
(46.3
|
)
|
|
(3.4
|
)%
|
|
Volume/mix excluding SKU rationalization
|
(174.2
|
)
|
|
(13.1
|
)
|
|
Pricing
|
11.9
|
|
|
0.9
|
|
|
2018 Net sales
|
$
|
1,125.9
|
|
|
(15.6
|
)%
|
|
Dollars
|
|
Percent
|
|||
|
(Dollars in millions)
|
|||||
2016 Net sales
|
$
|
6,175.1
|
|
|
|
|
Volume/mix
|
34.1
|
|
|
0.6
|
%
|
|
Pricing
|
(4.5
|
)
|
|
(0.1
|
)
|
|
Product recalls
|
15.4
|
|
|
0.2
|
|
|
Acquisition/divestiture
|
81.8
|
|
|
1.3
|
|
|
Foreign currency
|
5.2
|
|
|
0.1
|
|
|
2017 Net sales
|
$
|
6,307.1
|
|
|
2.1
|
%
|
|
Year Ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
1,403.9
|
|
|
100.0
|
%
|
|
$
|
1,288.2
|
|
|
100.0
|
%
|
Cost of sales
|
1,108.0
|
|
|
78.9
|
|
|
1,011.5
|
|
|
78.5
|
|
||
Gross profit
|
295.9
|
|
|
21.1
|
|
|
276.7
|
|
|
21.5
|
|
||
Freight out and commissions
|
89.1
|
|
|
6.3
|
|
|
80.6
|
|
|
6.3
|
|
||
Direct selling, general, and administrative
|
31.3
|
|
|
2.2
|
|
|
33.7
|
|
|
2.6
|
|
||
Direct operating income
|
$
|
175.5
|
|
|
12.6
|
%
|
|
$
|
162.4
|
|
|
12.6
|
%
|
|
Dollars
|
|
Percent
|
|||
|
(Dollars in millions)
|
|||||
2016 Net sales
|
$
|
1,288.2
|
|
|
|
|
Volume/mix
|
9.8
|
|
|
0.8
|
%
|
|
Pricing
|
(7.2
|
)
|
|
(0.6
|
)
|
|
Acquisition/divestiture
|
112.0
|
|
|
8.7
|
|
|
Foreign currency
|
1.1
|
|
|
0.1
|
|
|
2017 Net sales
|
$
|
1,403.9
|
|
|
9.0
|
%
|
|
Year Ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
1,073.4
|
|
|
100.0
|
%
|
|
$
|
973.0
|
|
|
100.0
|
%
|
Cost of sales
|
781.9
|
|
|
72.8
|
|
|
674.7
|
|
|
69.3
|
|
||
Gross profit
|
291.5
|
|
|
27.2
|
|
|
298.3
|
|
|
30.7
|
|
||
Freight out and commissions
|
44.3
|
|
|
4.1
|
|
|
30.2
|
|
|
3.1
|
|
||
Direct selling, general, and administrative
|
20.3
|
|
|
1.9
|
|
|
23.4
|
|
|
2.5
|
|
||
Direct operating income
|
$
|
226.9
|
|
|
21.2
|
%
|
|
$
|
244.7
|
|
|
25.1
|
%
|
|
Dollars
|
|
Percent
|
|||
|
(Dollars in millions)
|
|||||
2016 Net sales
|
$
|
973.0
|
|
|
|
|
Volume/mix
|
117.5
|
|
|
12.1
|
%
|
|
Pricing
|
(14.6
|
)
|
|
(1.5
|
)
|
|
Acquisition/divestiture
|
(2.5
|
)
|
|
(0.3
|
)
|
|
2017 Net sales
|
$
|
1,073.4
|
|
|
10.3
|
%
|
|
Year Ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
1,300.6
|
|
|
100.0
|
%
|
|
$
|
1,258.1
|
|
|
100.0
|
%
|
Cost of sales
|
1,082.4
|
|
|
83.2
|
|
|
1,021.7
|
|
|
81.2
|
|
||
Gross profit
|
218.2
|
|
|
16.8
|
|
|
236.4
|
|
|
18.8
|
|
||
Freight out and commissions
|
55.9
|
|
|
4.3
|
|
|
53.6
|
|
|
4.3
|
|
||
Direct selling, general, and administrative
|
25.8
|
|
|
2.0
|
|
|
28.7
|
|
|
2.3
|
|
||
Direct operating income
|
$
|
136.5
|
|
|
10.5
|
%
|
|
$
|
154.1
|
|
|
12.2
|
%
|
|
Dollars
|
|
Percent
|
|||
|
(Dollars in millions)
|
|||||
2016 Net sales
|
$
|
1,258.1
|
|
|
|
|
Volume/mix
|
14.0
|
|
|
1.1
|
%
|
|
Pricing
|
4.5
|
|
|
0.4
|
|
|
Acquisition/divestiture
|
19.8
|
|
|
1.6
|
|
|
Foreign currency
|
4.2
|
|
|
0.3
|
|
|
2017 Net sales
|
$
|
1,300.6
|
|
|
3.4
|
%
|
|
Year Ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
1,189.2
|
|
|
100.0
|
%
|
|
$
|
1,335.2
|
|
|
100.0
|
%
|
Cost of sales
|
970.8
|
|
|
81.6
|
|
|
1,107.4
|
|
|
82.9
|
|
||
Gross profit
|
218.4
|
|
|
18.4
|
|
|
227.8
|
|
|
17.1
|
|
||
Freight out and commissions
|
51.4
|
|
|
4.3
|
|
|
56.8
|
|
|
4.3
|
|
||
Direct selling, general, and administrative
|
29.7
|
|
|
2.5
|
|
|
33.9
|
|
|
2.5
|
|
||
Direct operating income
|
$
|
137.3
|
|
|
11.5
|
%
|
|
$
|
137.1
|
|
|
10.3
|
%
|
|
Dollars
|
|
Percent
|
|||
|
(Dollars in millions)
|
|||||
2016 Net sales
|
$
|
1,335.2
|
|
|
|
|
Volume/mix
|
(50.6
|
)
|
|
(3.8
|
)%
|
|
Pricing
|
(13.5
|
)
|
|
(1.0
|
)
|
|
Acquisition/divestiture
|
(81.9
|
)
|
|
(6.1
|
)
|
|
2017 Net sales
|
$
|
1,189.2
|
|
|
(10.9
|
)%
|
|
Year Ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
1,334.5
|
|
|
100.0
|
%
|
|
$
|
1,330.5
|
|
|
100.0
|
%
|
Cost of sales
|
1,253.8
|
|
|
94.0
|
|
|
1,209.8
|
|
|
90.9
|
|
||
Gross profit
|
80.7
|
|
|
6.0
|
|
|
120.7
|
|
|
9.1
|
|
||
Freight out and commissions
|
32.2
|
|
|
2.4
|
|
|
31.4
|
|
|
2.4
|
|
||
Direct selling, general, and administrative
|
23.0
|
|
|
1.7
|
|
|
23.1
|
|
|
1.7
|
|
||
Direct operating income
|
$
|
25.5
|
|
|
1.9
|
%
|
|
$
|
66.2
|
|
|
5.0
|
%
|
|
Dollars
|
|
Percent
|
|||
|
(Dollars in millions)
|
|||||
2016 Net sales
|
$
|
1,330.5
|
|
|
|
|
Volume/mix
|
(56.6
|
)
|
|
(4.3
|
)%
|
|
Pricing
|
26.1
|
|
|
2.0
|
|
|
Acquisition/divestiture
|
34.5
|
|
|
2.6
|
|
|
2017 Net sales
|
$
|
1,334.5
|
|
|
0.3
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Net Cash Flows Provided By (Used In):
|
|
|
|
|
|
|
|
|
|||
Operating activities
|
$
|
505.8
|
|
|
$
|
506.0
|
|
|
$
|
478.6
|
|
Investing activities
|
(160.9
|
)
|
|
(159.8
|
)
|
|
(2,831.3
|
)
|
|||
Financing activities
|
(311.0
|
)
|
|
(278.3
|
)
|
|
2,377.7
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Cash flow provided by operating activities
|
$
|
505.8
|
|
|
$
|
506.0
|
|
|
$
|
478.6
|
|
Less: Capital expenditures
|
(196.2
|
)
|
|
(185.8
|
)
|
|
(187.0
|
)
|
|||
Free cash flow
|
$
|
309.6
|
|
|
$
|
320.2
|
|
|
$
|
291.6
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Year
1
|
|
Years
2-3
|
|
Years
4-5
|
|
More Than
5 Years
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Debt obligations
|
$
|
2,318.8
|
|
|
$
|
—
|
|
|
$
|
28.0
|
|
|
$
|
1,219.1
|
|
|
$
|
1,071.7
|
|
Debt interest payments (1)
|
544.9
|
|
|
112.9
|
|
|
224.7
|
|
|
164.7
|
|
|
42.6
|
|
|||||
Capital lease obligations
|
2.5
|
|
|
1.2
|
|
|
0.7
|
|
|
0.3
|
|
|
0.3
|
|
|||||
Purchasing obligations (2)
|
886.9
|
|
|
821.6
|
|
|
44.3
|
|
|
17.5
|
|
|
3.5
|
|
|||||
Operating leases (3)
|
200.5
|
|
|
41.4
|
|
|
64.2
|
|
|
35.9
|
|
|
59.0
|
|
|||||
Benefit obligations (4)
|
216.2
|
|
|
21.2
|
|
|
42.0
|
|
|
43.8
|
|
|
109.2
|
|
|||||
Deferred compensation (5)
|
13.2
|
|
|
2.1
|
|
|
2.2
|
|
|
4.8
|
|
|
4.1
|
|
|||||
Unrecognized tax benefit (6)
|
17.0
|
|
|
3.8
|
|
|
9.8
|
|
|
1.9
|
|
|
1.5
|
|
|||||
Total
|
$
|
4,200.0
|
|
|
$
|
1,004.2
|
|
|
$
|
415.9
|
|
|
$
|
1,488.0
|
|
|
$
|
1,291.9
|
|
(1)
|
Debt interest payments represent estimated future interest payments based on applicable interest rates at December 31, 2018.
|
(2)
|
Purchasing obligations primarily represent commitments to purchase minimum quantities of raw materials used in our production processes. We enter into these contracts from time to time in an effort to ensure a sufficient supply of raw ingredients. In addition, we have contractual obligations to purchase various services that are a part of our production process.
|
(3)
|
In accordance with generally accepted accounting principles in the United States of America (“GAAP”), the accompanying balance sheets do not reflect operating lease obligations. Operating lease obligations consist of minimum rental payments under non-cancelable operating leases.
|
(4)
|
Benefit obligations consist of future payments related to pension and postretirement benefits as estimated by an actuarial valuation.
|
(5)
|
Deferred compensation obligations have been allocated to payment periods based on existing payment plans for terminated employees and the estimated timing of distributions to current employees based on age.
|
(6)
|
The unrecognized tax benefit liability recorded by the Company was $17.0 million at December 31, 2018. The timing of cash settlement, if any, cannot be reasonably estimated. The Company’s gross unrecognized tax benefit included in the tabular reconciliation (see
Note 11
to our Consolidated Financial Statements for additional information) was
$17.3 million
.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(unaudited in millions)
|
||||||||||
Net loss per GAAP
|
|
$
|
(61.4
|
)
|
|
$
|
(286.2
|
)
|
|
$
|
(228.6
|
)
|
Restructuring programs
|
(1)
|
186.0
|
|
|
87.7
|
|
|
21.0
|
|
|||
Mark-to-market adjustments
|
(2)
|
22.5
|
|
|
(2.3
|
)
|
|
(14.1
|
)
|
|||
CEO transition costs
|
(3)
|
13.0
|
|
|
—
|
|
|
—
|
|
|||
Plant restoration costs
|
(4)
|
10.4
|
|
|
—
|
|
|
—
|
|
|||
Debt amendment and repurchase activity
|
(5)
|
6.8
|
|
|
5.0
|
|
|
—
|
|
|||
Foreign currency loss (gain) on re-measurement of intercompany notes
|
(6)
|
6.2
|
|
|
(5.9
|
)
|
|
(3.0
|
)
|
|||
Tax indemnification
|
(7)
|
3.2
|
|
|
—
|
|
|
—
|
|
|||
Product recall
|
(8)
|
0.4
|
|
|
(8.4
|
)
|
|
15.6
|
|
|||
Acquisition, integration, divestiture, and related costs
|
(9)
|
(6.6
|
)
|
|
101.4
|
|
|
60.1
|
|
|||
Impairment of goodwill and other intangible assets
|
(10)
|
—
|
|
|
549.7
|
|
|
352.2
|
|
|||
Tax reform
|
(11)
|
—
|
|
|
(106.8
|
)
|
|
—
|
|
|||
Less: Taxes on adjusting items
|
|
(56.3
|
)
|
|
(172.3
|
)
|
|
(37.0
|
)
|
|||
Adjusted net income
|
|
124.2
|
|
|
161.9
|
|
|
166.2
|
|
|||
Interest expense
|
|
112.2
|
|
|
123.5
|
|
|
119.2
|
|
|||
Interest income
|
|
(3.8
|
)
|
|
(4.3
|
)
|
|
(4.2
|
)
|
|||
Income tax (benefit) expense
|
|
(23.4
|
)
|
|
(134.0
|
)
|
|
33.2
|
|
|||
Add: Taxes on adjusting items
|
|
56.3
|
|
|
172.3
|
|
|
37.0
|
|
|||
Adjusted EBIT
|
|
265.5
|
|
|
319.4
|
|
|
351.4
|
|
|||
Depreciation and amortization
|
(12)
|
233.5
|
|
|
264.0
|
|
|
279.3
|
|
|||
Stock-based compensation expense
|
(13)
|
22.1
|
|
|
29.9
|
|
|
29.3
|
|
|||
Adjusted EBITDAS
|
|
$
|
521.1
|
|
|
$
|
613.3
|
|
|
$
|
660.0
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
164.3
|
|
|
$
|
132.8
|
|
Receivables, net of allowance for doubtful accounts of $1.0 and $0.6
|
351.3
|
|
|
329.8
|
|
||
Inventories
|
839.7
|
|
|
918.3
|
|
||
Prepaid expenses and other current assets
|
61.8
|
|
|
103.8
|
|
||
Total current assets
|
1,417.1
|
|
|
1,484.7
|
|
||
Property, plant, and equipment, net
|
1,274.4
|
|
|
1,294.4
|
|
||
Goodwill
|
2,161.4
|
|
|
2,182.0
|
|
||
Intangible assets, net
|
700.2
|
|
|
773.0
|
|
||
Other assets, net
|
46.2
|
|
|
45.2
|
|
||
Total assets
|
$
|
5,599.3
|
|
|
$
|
5,779.3
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
577.9
|
|
|
$
|
451.3
|
|
Accrued expenses
|
256.1
|
|
|
138.4
|
|
||
Current portion of long-term debt
|
1.2
|
|
|
10.1
|
|
||
Total current liabilities
|
835.2
|
|
|
599.8
|
|
||
Long-term debt
|
2,297.4
|
|
|
2,535.7
|
|
||
Deferred income taxes
|
154.2
|
|
|
178.4
|
|
||
Other long-term liabilities
|
170.6
|
|
|
202.1
|
|
||
Total liabilities
|
3,457.4
|
|
|
3,516.0
|
|
||
Commitments and contingencies (Note 19)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Preferred stock, par value $0.01 per share, 10.0 shares authorized, none issued
|
—
|
|
|
—
|
|
||
Common stock, par value $0.01 per share, 90.0 shares authorized, 56.0 and
56.6 shares issued and outstanding, respectively
|
0.6
|
|
|
0.6
|
|
||
Treasury stock
|
(83.3
|
)
|
|
(28.7
|
)
|
||
Additional paid-in capital
|
2,135.8
|
|
|
2,107.0
|
|
||
Retained earnings
|
185.9
|
|
|
245.9
|
|
||
Accumulated other comprehensive loss
|
(97.1
|
)
|
|
(61.5
|
)
|
||
Total stockholders’ equity
|
2,141.9
|
|
|
2,263.3
|
|
||
Total liabilities and stockholders’ equity
|
$
|
5,599.3
|
|
|
$
|
5,779.3
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
5,812.1
|
|
|
$
|
6,307.1
|
|
|
$
|
6,175.1
|
|
Cost of sales
|
4,856.7
|
|
|
5,226.7
|
|
|
5,049.0
|
|
|||
Gross profit
|
955.4
|
|
|
1,080.4
|
|
|
1,126.1
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling and distribution
|
378.4
|
|
|
402.3
|
|
|
404.8
|
|
|||
General and administrative
|
280.0
|
|
|
298.4
|
|
|
340.0
|
|
|||
Amortization expense
|
86.4
|
|
|
114.1
|
|
|
109.9
|
|
|||
Impairment of goodwill and other intangible assets
|
—
|
|
|
549.7
|
|
|
352.2
|
|
|||
Other operating expense, net
|
142.7
|
|
|
128.7
|
|
|
14.7
|
|
|||
Total operating expenses
|
887.5
|
|
|
1,493.2
|
|
|
1,221.6
|
|
|||
Operating income (loss)
|
67.9
|
|
|
(412.8
|
)
|
|
(95.5
|
)
|
|||
Other expense (income):
|
|
|
|
|
|
||||||
Interest expense
|
114.6
|
|
|
126.8
|
|
|
119.2
|
|
|||
Loss (gain) on foreign currency exchange
|
8.6
|
|
|
(5.0
|
)
|
|
(5.6
|
)
|
|||
Other expense (income), net
|
29.5
|
|
|
(10.0
|
)
|
|
(13.7
|
)
|
|||
Total other expense
|
152.7
|
|
|
111.8
|
|
|
99.9
|
|
|||
Loss before income taxes
|
(84.8
|
)
|
|
(524.6
|
)
|
|
(195.4
|
)
|
|||
Income tax (benefit) expense
|
(23.4
|
)
|
|
(238.4
|
)
|
|
33.2
|
|
|||
Net loss
|
$
|
(61.4
|
)
|
|
$
|
(286.2
|
)
|
|
$
|
(228.6
|
)
|
|
|
|
|
|
|
||||||
Net loss per basic share
|
$
|
(1.10
|
)
|
|
$
|
(5.01
|
)
|
|
$
|
(4.10
|
)
|
Net loss per diluted share
|
$
|
(1.10
|
)
|
|
$
|
(5.01
|
)
|
|
$
|
(4.10
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares -- basic
|
56.0
|
|
|
57.1
|
|
|
55.7
|
|
|||
Weighted average shares -- diluted
|
56.0
|
|
|
57.1
|
|
|
55.7
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net loss
|
$
|
(61.4
|
)
|
|
$
|
(286.2
|
)
|
|
$
|
(228.6
|
)
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(34.5
|
)
|
|
32.2
|
|
|
11.1
|
|
|||
Pension and postretirement adjustment
|
—
|
|
|
7.6
|
|
|
1.0
|
|
|||
Adoption of ASU 2018-02 reclassification to retained earnings
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|||
Other comprehensive (loss) income
|
(35.6
|
)
|
|
39.8
|
|
|
12.1
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive loss
|
$
|
(97.0
|
)
|
|
$
|
(246.4
|
)
|
|
$
|
(216.5
|
)
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
Accumulated Other
|
|
|
||||||||||||||
|
Common Stock
|
|
Paid-In
|
|
Retained
|
|
Treasury Stock
|
|
Comprehensive
|
|
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Shares
|
|
Amount
|
|
Loss
|
|
Equity
|
||||||||||||||
Balance, January 1, 2016
|
43.1
|
|
|
$
|
0.4
|
|
|
$
|
1,207.2
|
|
|
$
|
760.7
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(113.4
|
)
|
|
$
|
1,854.9
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(228.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(228.6
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.1
|
|
|
12.1
|
|
||||||
Shares issued
|
13.3
|
|
|
0.2
|
|
|
834.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
835.1
|
|
||||||
Equity awards exercised
|
0.4
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
29.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29.9
|
|
||||||
Balance, December 31, 2016
|
56.8
|
|
|
$
|
0.6
|
|
|
$
|
2,071.9
|
|
|
$
|
532.1
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(101.3
|
)
|
|
$
|
2,503.3
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(286.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(286.2
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39.8
|
|
|
39.8
|
|
||||||
Treasury stock repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(28.7
|
)
|
|
—
|
|
|
(28.7
|
)
|
||||||
Equity awards exercised
|
0.4
|
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
30.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.0
|
|
||||||
Balance, December 31, 2017
|
57.2
|
|
|
$
|
0.6
|
|
|
$
|
2,107.0
|
|
|
$
|
245.9
|
|
|
(0.6
|
)
|
|
$
|
(28.7
|
)
|
|
$
|
(61.5
|
)
|
|
$
|
2,263.3
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(61.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61.4
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34.5
|
)
|
|
(34.5
|
)
|
||||||
Treasury stock repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(54.6
|
)
|
|
—
|
|
|
(54.6
|
)
|
||||||
Equity awards exercised
|
0.6
|
|
|
—
|
|
|
(3.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
32.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.4
|
|
||||||
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
0.3
|
|
||||||
Balance, December 31, 2018
|
57.8
|
|
|
$
|
0.6
|
|
|
$
|
2,135.8
|
|
|
$
|
185.9
|
|
|
(1.8
|
)
|
|
$
|
(83.3
|
)
|
|
$
|
(97.1
|
)
|
|
$
|
2,141.9
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net loss
|
$
|
(61.4
|
)
|
|
$
|
(286.2
|
)
|
|
$
|
(228.6
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
258.3
|
|
|
287.6
|
|
|
288.3
|
|
|||
Impairment of goodwill and other intangible assets
|
—
|
|
|
549.7
|
|
|
352.2
|
|
|||
Stock-based compensation
|
32.4
|
|
|
30.0
|
|
|
29.9
|
|
|||
(Gain) loss on divestitures
|
(14.3
|
)
|
|
86.0
|
|
|
—
|
|
|||
Deferred income taxes
|
(17.3
|
)
|
|
(231.1
|
)
|
|
(12.5
|
)
|
|||
Unrealized loss (gain) on derivative contracts
|
22.5
|
|
|
(2.3
|
)
|
|
(14.1
|
)
|
|||
Other, net
|
19.2
|
|
|
4.2
|
|
|
(5.7
|
)
|
|||
Changes in operating assets and liabilities, net of effect of divestitures and acquisitions:
|
|
|
|
|
|
||||||
Receivables
|
(29.1
|
)
|
|
103.3
|
|
|
(59.7
|
)
|
|||
Inventories
|
69.2
|
|
|
13.0
|
|
|
54.3
|
|
|||
Prepaid expenses and other assets
|
38.4
|
|
|
(18.9
|
)
|
|
(11.6
|
)
|
|||
Accounts payable, accrued expenses, and other liabilities
|
187.9
|
|
|
(29.3
|
)
|
|
86.1
|
|
|||
Net cash provided by operating activities
|
505.8
|
|
|
506.0
|
|
|
478.6
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Additions to property, plant, and equipment
|
(173.8
|
)
|
|
(159.7
|
)
|
|
(175.2
|
)
|
|||
Additions to intangible assets
|
(22.4
|
)
|
|
(26.1
|
)
|
|
(11.8
|
)
|
|||
Acquisitions, less cash acquired
|
—
|
|
|
—
|
|
|
(2,644.4
|
)
|
|||
Proceeds from sale of fixed assets
|
6.0
|
|
|
8.4
|
|
|
1.7
|
|
|||
Proceeds from divestitures
|
30.8
|
|
|
18.8
|
|
|
—
|
|
|||
Other
|
(1.5
|
)
|
|
(1.2
|
)
|
|
(1.6
|
)
|
|||
Net cash used in investing activities
|
(160.9
|
)
|
|
(159.8
|
)
|
|
(2,831.3
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Borrowings under Revolving Credit Facility
|
108.7
|
|
|
676.9
|
|
|
241.3
|
|
|||
Payments under Revolving Credit Facility
|
(108.7
|
)
|
|
(846.9
|
)
|
|
(424.3
|
)
|
|||
Proceeds from issuance of Term Loans
|
—
|
|
|
—
|
|
|
1,025.0
|
|
|||
Proceeds from issuance of 2022 and 2024 Notes
|
—
|
|
|
—
|
|
|
775.0
|
|
|||
Repurchases of 2022 and 2024 Notes
|
(196.2
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from refinanced Term Loans
|
—
|
|
|
1,400.0
|
|
|
—
|
|
|||
Payment on other long-term debt
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|||
Payments on capitalized lease obligations and other debt
|
(1.2
|
)
|
|
(2.3
|
)
|
|
(3.3
|
)
|
|||
Payment of deferred financing costs
|
(2.4
|
)
|
|
(4.9
|
)
|
|
(34.3
|
)
|
|||
Payments on Term Loans
|
(56.5
|
)
|
|
(1,477.3
|
)
|
|
(36.7
|
)
|
|||
Net proceeds from issuance of common stock
|
—
|
|
|
—
|
|
|
835.1
|
|
|||
Repurchases of common stock
|
(54.6
|
)
|
|
(28.7
|
)
|
|
—
|
|
|||
Receipts related to stock-based award activities
|
4.7
|
|
|
12.1
|
|
|
8.7
|
|
|||
Payments related to stock-based award activities
|
(8.4
|
)
|
|
(6.9
|
)
|
|
(8.8
|
)
|
|||
Other
|
3.6
|
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(311.0
|
)
|
|
(278.3
|
)
|
|
2,377.7
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(2.4
|
)
|
|
2.8
|
|
|
2.2
|
|
|||
Net increase in cash and cash equivalents
|
31.5
|
|
|
70.7
|
|
|
27.2
|
|
|||
|
|
|
|
|
|
Cash and cash equivalents, beginning of year
|
$
|
132.8
|
|
|
$
|
62.1
|
|
|
$
|
34.9
|
|
Cash and cash equivalents, end of year
|
$
|
164.3
|
|
|
$
|
132.8
|
|
|
$
|
62.1
|
|
Supplemental cash flow disclosures
|
|
|
|
|
|
||||||
Interest paid
|
$
|
118.2
|
|
|
$
|
115.4
|
|
|
$
|
93.0
|
|
Net income taxes (refunded) paid
|
(7.0
|
)
|
|
12.4
|
|
|
60.2
|
|
|||
Non-cash investing activities:
|
|
|
|
|
|
||||||
Accrued purchase of property and equipment
|
$
|
19.8
|
|
|
$
|
19.3
|
|
|
$
|
20.2
|
|
Accrued other intangible assets
|
6.1
|
|
|
3.2
|
|
|
8.3
|
|
Asset
|
|
Useful Life
|
Buildings and improvements
|
|
12-40 years
|
Machinery and equipment
|
|
3-15 years
|
Office furniture and equipment
|
|
3-12 years
|
Asset
|
|
Useful Life
|
Customer relationships
|
|
5 to 20 years
|
Trademarks
|
|
10 to 20 years
|
Non-competition agreements
|
|
Based on the terms of the agreements
|
Deferred financing costs associated with line-of-credit arrangements
|
|
Based on the terms of the agreements
|
Formulas/recipes
|
|
5 to 7 years
|
Computer software
|
|
2 to 7 years
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
TreeHouse 2020
|
$
|
136.7
|
|
|
$
|
57.7
|
|
|
$
|
—
|
|
Structure to Win
|
45.1
|
|
|
—
|
|
|
—
|
|
|||
Other restructuring and plant closing costs
|
4.2
|
|
|
30.0
|
|
|
21.0
|
|
|||
Total Restructuring Programs
|
$
|
186.0
|
|
|
$
|
87.7
|
|
|
$
|
21.0
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In millions)
|
||||||||||
Cost of sales
|
|
$
|
25.7
|
|
|
$
|
46.3
|
|
|
$
|
7.9
|
|
General and administrative
|
|
4.3
|
|
|
—
|
|
|
—
|
|
|||
Other operating expense, net
|
|
156.0
|
|
|
41.4
|
|
|
13.1
|
|
|||
Total
|
|
$
|
186.0
|
|
|
$
|
87.7
|
|
|
$
|
21.0
|
|
|
|
|
||||||||||||||
|
|
Severance
|
|
Multiemployer Pension Plan
Withdrawal
|
|
Other Costs
|
|
Total Liabilities
|
||||||||
|
|
(In millions)
|
||||||||||||||
Balance as of December 31, 2017
|
|
$
|
6.1
|
|
|
$
|
0.8
|
|
|
$
|
2.7
|
|
|
$
|
9.6
|
|
Expenses recognized
|
|
35.2
|
|
|
—
|
|
|
3.0
|
|
|
38.2
|
|
||||
Cash payments
|
|
(22.0
|
)
|
|
(0.8
|
)
|
|
(3.1
|
)
|
|
(25.9
|
)
|
||||
Balance as of December 31, 2018
|
|
$
|
19.3
|
|
|
$
|
—
|
|
|
$
|
2.6
|
|
|
$
|
21.9
|
|
Facility Location
|
|
Date of Closure
Announcement
|
|
Full Facility
Closure
|
|
Primary Products
Produced
|
|
Primary Segment(s)
Affected
|
|
Total
Costs to
Close
|
|
Total Cash
Costs to
Close
|
||||
|
|
|
|
|
|
|
|
|
|
(In millions)
|
||||||
Dothan, Alabama
|
|
August 3, 2017
|
|
Partial closure completed in Q3 2018
|
|
Trail mix and snack nuts
|
|
Snacks
|
|
$
|
11.8
|
|
|
$
|
6.1
|
|
Brooklyn Park, Minnesota
|
|
August 3, 2017
|
|
Completed in Q4 2017
|
|
Dry dinners
|
|
Meals
|
|
16.1
|
|
|
9.6
|
|
||
Plymouth, Indiana
|
|
August 3, 2017
|
|
Completed in Q4 2017
|
|
Pickles
|
|
Condiments
|
|
9.3
|
|
|
3.8
|
|
||
Battle Creek, Michigan
|
|
January 31, 2018
|
|
Mid-2019
|
|
Ready-to-eat cereal
|
|
Meals
|
|
18.2
|
|
|
11.8
|
|
||
Visalia, California
|
|
February 15, 2018
|
|
Q1 2019
|
|
Pretzels
|
|
Baked Goods
|
|
22.1
|
|
|
8.8
|
|
||
|
|
|
|
|
|
|
|
|
|
$
|
77.5
|
|
|
$
|
40.1
|
|
|
Year Ended December 31,
|
|
Cumulative Costs
To Date
|
|
Total Expected
Costs
|
||||||||||
|
2018
|
|
2017
|
|
|
||||||||||
|
(In millions)
|
||||||||||||||
Asset-related
|
$
|
17.5
|
|
|
$
|
38.3
|
|
|
$
|
55.8
|
|
|
$
|
63.0
|
|
Employee-related
|
40.8
|
|
|
9.1
|
|
|
49.9
|
|
|
77.0
|
|
||||
Other costs
|
78.4
|
|
|
10.3
|
|
|
88.7
|
|
|
200.0
|
|
||||
Total
|
$
|
136.7
|
|
|
$
|
57.7
|
|
|
$
|
194.4
|
|
|
$
|
340.0
|
|
|
|
Year Ended December 31, 2018
|
|
Cumulative Costs To Date
|
|
Total Expected Costs
|
||||||
|
|
(In millions)
|
||||||||||
Asset-related
|
|
$
|
2.2
|
|
|
$
|
2.2
|
|
|
$
|
4.3
|
|
Employee-related
|
|
22.3
|
|
|
22.3
|
|
|
22.4
|
|
|||
Other costs
|
|
20.6
|
|
|
20.6
|
|
|
22.8
|
|
|||
Total
|
|
$
|
45.1
|
|
|
$
|
45.1
|
|
|
$
|
49.5
|
|
Facility Location
|
|
Date of Closure
Announcement
|
|
Full Facility
Closure
|
|
Primary Products
Produced
|
|
Primary Segment(s)
Affected
|
|
Total
Costs to
Close
|
|
Total Cash
Costs to
Close
|
||||
|
|
|
|
|
|
|
|
|
|
(In millions)
|
||||||
City of Industry, California
|
|
November 18, 2015
|
|
Completed in Q3 2016
|
|
Liquid non-dairy creamer and refrigerated salad dressings
|
|
Beverages, Condiments
|
|
$
|
6.8
|
|
|
$
|
3.6
|
|
Ayer, Massachusetts
|
|
April 5, 2016
|
|
Completed in Q3 2017
|
|
Mayonnaise
|
|
Condiments
|
|
5.6
|
|
|
4.0
|
|
||
Azusa, California
|
|
May 24, 2016
|
|
Completed in Q3 2017
|
|
Bars and fruit snacks
|
|
Snacks
|
|
21.8
|
|
|
17.1
|
|
||
Ripon, Wisconsin
|
|
May 24, 2016
|
|
Completed in Q4 2016
|
|
Sugar wafer cookies
|
|
Baked Goods
|
|
0.8
|
|
|
1.0
|
|
||
Delta, British Columbia
|
|
November 3, 2016
|
|
Completed in Q1 2018
|
|
Frozen griddle products
|
|
Baked Goods
|
|
3.7
|
|
|
2.7
|
|
||
Battle Creek, Michigan
|
|
November 3, 2016
|
|
Mid-2019 (1)
|
|
Ready-to-eat cereal
|
|
Meals
|
|
10.4
|
|
|
2.2
|
|
||
|
|
|
|
|
|
|
|
|
|
$
|
49.1
|
|
|
$
|
30.6
|
|
(1)
|
The downsizing of this facility began in January 2017 and was originally expected to last approximately
15 months
. On January 31, 2018, the Company announced the full closure of this facility. The costs associated with the full closure are included in the TreeHouse 2020 section.
|
|
Year Ended December 31,
|
|
Cumulative Costs
To Date
|
|
Total Expected
Costs
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
||||||||||||
|
(In millions)
|
||||||||||||||||||
Asset-related
|
$
|
1.3
|
|
|
$
|
6.9
|
|
|
$
|
7.2
|
|
|
$
|
18.4
|
|
|
$
|
18.5
|
|
Employee-related
|
—
|
|
|
3.1
|
|
|
6.2
|
|
|
10.4
|
|
|
11.3
|
|
|||||
Other closure costs
|
0.3
|
|
|
14.1
|
|
|
4.4
|
|
|
18.9
|
|
|
19.3
|
|
|||||
Total
|
$
|
1.6
|
|
|
$
|
24.1
|
|
|
$
|
17.8
|
|
|
$
|
47.7
|
|
|
$
|
49.1
|
|
•
|
private label products to retailers, such as supermarkets, mass merchandisers, and specialty retailers, for resale under the retailers’ own or controlled labels;
|
•
|
private label and branded products to the foodservice industry, including foodservice distributors and national restaurant operators;
|
•
|
branded products under our own proprietary brands, primarily on a regional basis to retailers;
|
•
|
branded products under co-pack agreements to other major branded companies for their distributions; and
|
•
|
products to our industrial customer base for repackaging in portion control packages and for use as ingredients by other food manufacturers.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Retail bakery
|
$
|
685.5
|
|
|
$
|
713.7
|
|
|
$
|
663.2
|
|
Baked products
|
699.8
|
|
|
690.2
|
|
|
625.0
|
|
|||
Total Baked Goods
|
1,385.3
|
|
|
1,403.9
|
|
|
1,288.2
|
|
|||
Beverages
|
708.0
|
|
|
745.4
|
|
|
662.4
|
|
|||
Beverage enhancers
|
300.4
|
|
|
328.0
|
|
|
310.7
|
|
|||
Total Beverages
|
1,008.4
|
|
|
1,073.4
|
|
|
973.1
|
|
|||
Dressings and sauces
|
958.2
|
|
|
979.0
|
|
|
940.7
|
|
|||
Pickles
|
294.3
|
|
|
321.6
|
|
|
317.4
|
|
|||
Total Condiments
|
1,252.5
|
|
|
1,300.6
|
|
|
1,258.1
|
|
|||
Pasta and dry dinners
|
529.5
|
|
|
571.8
|
|
|
548.7
|
|
|||
Cereals and other meals (1)
|
510.5
|
|
|
617.4
|
|
|
786.4
|
|
|||
Total Meals
|
1,040.0
|
|
|
1,189.2
|
|
|
1,335.1
|
|
|||
Snack nuts
|
762.8
|
|
|
910.2
|
|
|
803.5
|
|
|||
Trail mix and bars
|
363.1
|
|
|
424.3
|
|
|
517.1
|
|
|||
Total Snacks
|
1,125.9
|
|
|
1,334.5
|
|
|
1,320.6
|
|
|||
Unallocated net sales (2)
|
—
|
|
|
5.5
|
|
|
—
|
|
|||
Total net sales
|
$
|
5,812.1
|
|
|
$
|
6,307.1
|
|
|
$
|
6,175.1
|
|
|
(In millions)
|
||
Cash
|
$
|
43.3
|
|
Receivables
|
162.7
|
|
|
Inventory
|
443.7
|
|
|
Property, plant, and equipment
|
809.6
|
|
|
Customer relationships
|
510.9
|
|
|
Trade names
|
33.0
|
|
|
Software
|
19.6
|
|
|
Formulas
|
23.2
|
|
|
Other assets
|
50.2
|
|
|
Goodwill
|
1,141.2
|
|
|
Assets acquired
|
3,237.4
|
|
|
Deferred taxes
|
(152.8
|
)
|
|
Assumed current liabilities
|
(246.6
|
)
|
|
Assumed long-term liabilities
|
(150.3
|
)
|
|
Total purchase price
|
$
|
2,687.7
|
|
|
Year Ended
|
||
|
December 31, 2016
|
||
|
(In millions, except
per share data)
|
||
Pro forma net sales
|
$
|
6,499.1
|
|
Pro forma net loss
|
$
|
(206.9
|
)
|
Pro forma basic loss per common share
|
$
|
(3.65
|
)
|
Pro forma diluted loss per common share
|
$
|
(3.65
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Raw materials and supplies
|
$
|
390.8
|
|
|
$
|
416.5
|
|
Finished goods
|
473.0
|
|
|
530.0
|
|
||
LIFO reserve
|
(24.1
|
)
|
|
(28.2
|
)
|
||
Total inventories
|
$
|
839.7
|
|
|
$
|
918.3
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Land
|
$
|
70.6
|
|
|
$
|
69.8
|
|
Buildings and improvements
|
461.4
|
|
|
454.6
|
|
||
Machinery and equipment
|
1,341.2
|
|
|
1,310.2
|
|
||
Construction in progress
|
119.2
|
|
|
93.8
|
|
||
Total
|
1,992.4
|
|
|
1,928.4
|
|
||
Less accumulated depreciation
|
(718.0
|
)
|
|
(634.0
|
)
|
||
Property, plant, and equipment, net
|
$
|
1,274.4
|
|
|
$
|
1,294.4
|
|
|
Baked
Goods
|
|
Beverages
|
|
Condiments
|
|
Meals
|
|
Snacks
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Balance at January 1, 2017
|
$
|
554.2
|
|
|
$
|
713.2
|
|
|
$
|
444.6
|
|
|
$
|
470.6
|
|
|
$
|
609.5
|
|
|
$
|
2,792.1
|
|
Accumulated impairment
|
—
|
|
|
—
|
|
|
(11.5
|
)
|
|
—
|
|
|
(333.4
|
)
|
|
(344.9
|
)
|
||||||
Purchase price adjustments
|
1.4
|
|
|
—
|
|
|
0.2
|
|
|
1.1
|
|
|
0.3
|
|
|
3.0
|
|
||||||
Impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(276.4
|
)
|
|
(276.4
|
)
|
||||||
Foreign currency translation
|
—
|
|
|
3.5
|
|
|
4.7
|
|
|
—
|
|
|
—
|
|
|
8.2
|
|
||||||
Balance at December 31, 2017
|
555.6
|
|
|
716.7
|
|
|
438.0
|
|
|
471.7
|
|
|
—
|
|
|
2,182.0
|
|
||||||
Divestiture
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.6
|
)
|
|
—
|
|
|
(10.6
|
)
|
||||||
Foreign currency translation
|
—
|
|
|
(4.2
|
)
|
|
(5.8
|
)
|
|
—
|
|
|
—
|
|
|
(10.0
|
)
|
||||||
Balance at December 31, 2018
|
$
|
555.6
|
|
|
$
|
712.5
|
|
|
$
|
432.2
|
|
|
$
|
461.1
|
|
|
$
|
—
|
|
|
$
|
2,161.4
|
|
|
December 31,
|
||||||||||||||||||||||||||
|
2018
|
|
2017
|
||||||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Impairment
Losses
|
|
Net
Carrying
Amount
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Customer-related
|
$
|
954.3
|
|
|
$
|
(387.9
|
)
|
|
$
|
566.4
|
|
|
$
|
1,265.4
|
|
|
$
|
(361.4
|
)
|
|
$
|
(273.3
|
)
|
|
$
|
630.7
|
|
Contractual agreements
|
3.0
|
|
|
(3.0
|
)
|
|
—
|
|
|
3.0
|
|
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
|||||||
Trademarks
|
59.1
|
|
|
(27.6
|
)
|
|
31.5
|
|
|
69.6
|
|
|
(28.7
|
)
|
|
—
|
|
|
40.9
|
|
|||||||
Formulas/recipes
|
33.7
|
|
|
(23.5
|
)
|
|
10.2
|
|
|
33.8
|
|
|
(18.3
|
)
|
|
—
|
|
|
15.5
|
|
|||||||
Computer software
|
155.3
|
|
|
(84.6
|
)
|
|
70.7
|
|
|
137.8
|
|
|
(74.7
|
)
|
|
—
|
|
|
63.1
|
|
|||||||
Total finite lived intangibles
|
$
|
1,205.4
|
|
|
$
|
(526.6
|
)
|
|
$
|
678.8
|
|
|
$
|
1,509.6
|
|
|
$
|
(486.1
|
)
|
|
$
|
(273.3
|
)
|
|
$
|
750.2
|
|
|
|
|
|
||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Payroll and benefits
|
$
|
111.8
|
|
|
$
|
59.9
|
|
Trade promotion liabilities (1)
|
45.7
|
|
|
—
|
|
||
Interest
|
19.1
|
|
|
23.8
|
|
||
Taxes
|
9.9
|
|
|
7.4
|
|
||
Health insurance, workers' compensation, and other insurance costs
|
29.1
|
|
|
28.7
|
|
||
Marketing expenses
|
9.9
|
|
|
10.4
|
|
||
Other accrued liabilities
|
30.6
|
|
|
8.2
|
|
||
Total
|
$
|
256.1
|
|
|
$
|
138.4
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Domestic
|
$
|
(99.7
|
)
|
|
$
|
(544.4
|
)
|
|
$
|
(190.6
|
)
|
Foreign
|
14.9
|
|
|
19.8
|
|
|
(4.8
|
)
|
|||
Loss before income taxes
|
$
|
(84.8
|
)
|
|
$
|
(524.6
|
)
|
|
$
|
(195.4
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Current:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
(20.0
|
)
|
|
$
|
(17.6
|
)
|
|
$
|
33.7
|
|
State
|
5.0
|
|
|
(0.4
|
)
|
|
4.5
|
|
|||
Foreign
|
8.9
|
|
|
10.7
|
|
|
7.5
|
|
|||
Total current
|
(6.1
|
)
|
|
(7.3
|
)
|
|
45.7
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(5.2
|
)
|
|
(214.3
|
)
|
|
(5.0
|
)
|
|||
State
|
(7.9
|
)
|
|
(15.4
|
)
|
|
(0.2
|
)
|
|||
Foreign
|
(4.2
|
)
|
|
(1.4
|
)
|
|
(7.3
|
)
|
|||
Total deferred
|
(17.3
|
)
|
|
(231.1
|
)
|
|
(12.5
|
)
|
|||
Total income tax expense
|
$
|
(23.4
|
)
|
|
$
|
(238.4
|
)
|
|
$
|
33.2
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Tax at statutory rate
|
$
|
(17.8
|
)
|
|
$
|
(183.7
|
)
|
|
$
|
(68.4
|
)
|
State income taxes
|
(1.7
|
)
|
|
(10.3
|
)
|
|
2.8
|
|
|||
Tax benefit of cross-border intercompany financing structure
|
(2.3
|
)
|
|
(3.9
|
)
|
|
(3.8
|
)
|
|||
Domestic production activities deduction
|
—
|
|
|
(0.4
|
)
|
|
(5.1
|
)
|
|||
Disallowed officers' compensation
|
6.3
|
|
|
0.5
|
|
|
0.6
|
|
|||
Excess tax benefits related to stock-based compensation
|
1.0
|
|
|
(2.4
|
)
|
|
(3.9
|
)
|
|||
Section 956 inclusion, Section 78 Gross-Up
|
(0.2
|
)
|
|
13.2
|
|
|
—
|
|
|||
Goodwill impairment
|
—
|
|
|
91.8
|
|
|
112.0
|
|
|||
Gain/loss on divestiture
|
2.2
|
|
|
—
|
|
|
—
|
|
|||
Remeasurement of deferred tax assets/liabilities
|
(1.0
|
)
|
|
(113.9
|
)
|
|
—
|
|
|||
Transition tax
|
(0.4
|
)
|
|
9.6
|
|
|
—
|
|
|||
Foreign tax credit
|
(0.1
|
)
|
|
(29.7
|
)
|
|
—
|
|
|||
Other tax credits
|
(1.3
|
)
|
|
(0.8
|
)
|
|
(0.7
|
)
|
|||
Valuation allowance
|
(1.1
|
)
|
|
3.5
|
|
|
—
|
|
|||
Uncertain tax positions
|
(9.1
|
)
|
|
(3.9
|
)
|
|
(2.7
|
)
|
|||
Other, net
|
2.1
|
|
|
(8.0
|
)
|
|
2.4
|
|
|||
Total provision for income taxes
|
$
|
(23.4
|
)
|
|
$
|
(238.4
|
)
|
|
$
|
33.2
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Deferred tax assets:
|
|
|
|
|
|||
Pension and postretirement benefits
|
$
|
18.0
|
|
|
$
|
19.9
|
|
Accrued liabilities
|
33.9
|
|
|
26.8
|
|
||
Stock compensation
|
12.0
|
|
|
13.3
|
|
||
Inventory reserves
|
3.7
|
|
|
9.4
|
|
||
Interest limitation carryover
|
13.3
|
|
|
—
|
|
||
Loss and credit carryovers
|
45.0
|
|
|
62.2
|
|
||
Other
|
17.5
|
|
|
11.4
|
|
||
Total deferred tax assets
|
143.4
|
|
|
143.0
|
|
||
Valuation allowance
|
(15.1
|
)
|
|
(14.9
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
128.3
|
|
|
128.1
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Fixed assets and intangible assets
|
(282.5
|
)
|
|
(306.5
|
)
|
||
Total deferred tax liabilities
|
(282.5
|
)
|
|
(306.5
|
)
|
||
Net deferred income tax liability
|
$
|
(154.2
|
)
|
|
$
|
(178.4
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Unrecognized tax benefits beginning balance
|
$
|
26.4
|
|
|
$
|
31.4
|
|
|
$
|
19.5
|
|
Additions (reductions) based on tax positions related to the current year
|
—
|
|
|
1.1
|
|
|
—
|
|
|||
Additions (reductions) based on tax positions of prior years
|
(0.6
|
)
|
|
0.4
|
|
|
1.8
|
|
|||
Additions resulting from acquisitions
|
—
|
|
|
—
|
|
|
14.4
|
|
|||
Reductions due to statute lapses
|
(8.3
|
)
|
|
(4.6
|
)
|
|
(4.2
|
)
|
|||
Reductions related to settlements with taxing authorities
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|||
Foreign currency translation
|
(0.2
|
)
|
|
0.1
|
|
|
(0.1
|
)
|
|||
Unrecognized tax benefits ending balance
|
$
|
17.3
|
|
|
$
|
26.4
|
|
|
$
|
31.4
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
|
|
|
|
||||
Term Loan A
|
$
|
488.8
|
|
|
$
|
498.8
|
|
Term Loan A-1
|
851.2
|
|
|
897.8
|
|
||
2022 Notes
|
375.9
|
|
|
400.0
|
|
||
2024 Notes
|
602.9
|
|
|
775.0
|
|
||
Other debt
|
2.5
|
|
|
3.1
|
|
||
Total outstanding debt
|
2,321.3
|
|
|
2,574.6
|
|
||
Deferred financing costs
|
(22.7
|
)
|
|
(28.8
|
)
|
||
Less current portion
|
(1.2
|
)
|
|
(10.1
|
)
|
||
Total long-term debt
|
$
|
2,297.4
|
|
|
$
|
2,535.7
|
|
2019
|
$
|
1.2
|
|
2020
|
14.4
|
|
|
2021
|
14.3
|
|
|
2022
|
390.1
|
|
|
2023
|
829.3
|
|
|
Thereafter
|
1,072.0
|
|
|
Total outstanding debt
|
$
|
2,321.3
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions, except per share data)
|
||||||||||
Net loss
|
$
|
(61.4
|
)
|
|
$
|
(286.2
|
)
|
|
$
|
(228.6
|
)
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
56.0
|
|
|
57.1
|
|
|
55.7
|
|
|||
Assumed exercise/vesting of equity awards (1)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average diluted common shares outstanding
|
56.0
|
|
|
57.1
|
|
|
55.7
|
|
|||
|
|
|
|
|
|
||||||
Net loss per basic share
|
$
|
(1.10
|
)
|
|
$
|
(5.01
|
)
|
|
$
|
(4.10
|
)
|
Net loss per diluted share
|
$
|
(1.10
|
)
|
|
$
|
(5.01
|
)
|
|
$
|
(4.10
|
)
|
(1)
|
Incremental shares from equity awards are computed by the treasury stock method. For the years ended
December 31, 2018
,
2017
, and 2016, weighted average common shares outstanding is the same for the computations of basic and diluted shares because the Company had a net loss for the period. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were
1.7 million
,
1.6 million
, and
1.2 million
for the years ended
December 31, 2018
,
2017
, and
2016
, respectively.
|
|
Employee
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term (yrs.)
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(In thousands)
|
|
|
|
|
|
(In millions)
|
|||||
Outstanding, at January 1, 2018
|
2,099
|
|
|
$
|
71.46
|
|
|
6.1
|
|
$
|
5.9
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
(130
|
)
|
|
87.99
|
|
|
|
|
|
|||
Exercised
|
(196
|
)
|
|
24.06
|
|
|
|
|
|
|||
Expired
|
(53
|
)
|
|
83.32
|
|
|
|
|
|
|||
Outstanding, at December 31, 2018
|
1,720
|
|
|
75.24
|
|
|
4.8
|
|
1.1
|
|
||
Vested/expected to vest, at December 31, 2018
|
1,694
|
|
|
75.10
|
|
|
4.7
|
|
1.1
|
|
||
Exercisable, at December 31, 2018
|
1,511
|
|
|
73.60
|
|
|
4.4
|
|
1.1
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Compensation expense
|
$
|
5.5
|
|
|
$
|
8.8
|
|
|
$
|
7.2
|
|
Intrinsic value of stock options exercised
|
3.8
|
|
|
12.1
|
|
|
6.9
|
|
|||
Tax benefit recognized from stock option exercises
|
0.7
|
|
|
4.6
|
|
|
2.5
|
|
|
2017
|
|
2016
|
||
Weighted average expected volatility
|
26.74
|
%
|
|
25.15
|
%
|
Weighted average risk-free interest rate
|
2.07
|
%
|
|
1.19
|
%
|
Expected dividends
|
—
|
%
|
|
—
|
%
|
Expected term
|
6.0 years
|
|
|
6.0 years
|
|
|
Employee
Restricted
Stock Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Director
Restricted
Stock Units
|
|
Weighted
Average
Grant Date
Fair Value
|
||||||
|
(In thousands)
|
|
|
|
(In thousands)
|
|
|
||||||
Outstanding, at January 1, 2018
|
547
|
|
|
$
|
85.41
|
|
|
117
|
|
|
$
|
60.21
|
|
Granted
|
658
|
|
|
38.72
|
|
|
38
|
|
|
39.01
|
|
||
Vested
|
(323
|
)
|
|
74.11
|
|
|
(25
|
)
|
|
61.20
|
|
||
Forfeited
|
(197
|
)
|
|
63.22
|
|
|
(1
|
)
|
|
84.66
|
|
||
Outstanding, at December 31, 2018
|
685
|
|
|
52.20
|
|
|
129
|
|
|
53.75
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Compensation expense
|
$
|
20.3
|
|
|
$
|
22.0
|
|
|
$
|
17.3
|
|
Fair value of vested restricted stock units
|
16.6
|
|
|
14.0
|
|
|
16.3
|
|
|||
Tax benefit recognized from vested restricted stock units
|
2.5
|
|
|
5.1
|
|
|
5.7
|
|
|
Performance
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
|
(In thousands)
|
|
|
|||
Unvested, at January 1, 2018
|
264
|
|
|
$
|
86.13
|
|
Granted
|
141
|
|
|
38.27
|
|
|
Vested
|
(149
|
)
|
|
61.84
|
|
|
Forfeited
|
(80
|
)
|
|
79.52
|
|
|
Unvested, at December 31, 2018
|
176
|
|
|
71.49
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Compensation expense
|
$
|
6.6
|
|
|
$
|
(0.8
|
)
|
|
$
|
5.4
|
|
Fair value of vested performance units
|
7.6
|
|
|
7.8
|
|
|
8.0
|
|
|||
Tax benefit recognized from performance units vested
|
0.1
|
|
|
2.5
|
|
|
4.1
|
|
|
Foreign
Currency
Translation (1)
|
|
Unrecognized
Pension and
Postretirement
Benefits (2)
|
|
Accumulated
Other
Comprehensive
Loss
|
||||||
|
(In millions)
|
||||||||||
Balance at January 1, 2016
|
$
|
(100.5
|
)
|
|
$
|
(12.9
|
)
|
|
$
|
(113.4
|
)
|
Other comprehensive income
|
11.1
|
|
|
—
|
|
|
11.1
|
|
|||
Reclassifications from accumulated other
comprehensive loss (3)
|
—
|
|
|
1.0
|
|
|
1.0
|
|
|||
Other comprehensive income
|
11.1
|
|
|
1.0
|
|
|
12.1
|
|
|||
Balance at December 31, 2016
|
(89.4
|
)
|
|
(11.9
|
)
|
|
(101.3
|
)
|
|||
Other comprehensive income
|
32.2
|
|
|
1.5
|
|
|
33.7
|
|
|||
Reclassifications from accumulated other
comprehensive loss (3)
|
—
|
|
|
6.1
|
|
|
6.1
|
|
|||
Other comprehensive income
|
32.2
|
|
|
7.6
|
|
|
39.8
|
|
|||
Balance at December 31, 2017
|
(57.2
|
)
|
|
(4.3
|
)
|
|
(61.5
|
)
|
|||
Other comprehensive loss
|
(34.5
|
)
|
|
(0.5
|
)
|
|
(35.0
|
)
|
|||
Reclassifications from accumulated other comprehensive loss (3)
|
—
|
|
|
0.5
|
|
|
0.5
|
|
|||
Reclassifications from accumulated other comprehensive loss - Adoption of ASU 2018-02
|
—
|
|
|
(1.1
|
)
|
|
(1.1
|
)
|
|||
Other comprehensive loss
|
(34.5
|
)
|
|
(1.1
|
)
|
|
(35.6
|
)
|
|||
Balance at December 31, 2018
|
$
|
(91.7
|
)
|
|
$
|
(5.4
|
)
|
|
$
|
(97.1
|
)
|
(1)
|
The tax impact of the foreign currency translation adjustment was insignificant for the year ended December 31, 2018. There was no tax impact for the years ended December 31, 2017 or 2016.
|
(2)
|
The unrecognized pension and postretirement benefits reclassification is presented net of tax of
$0.2 million
,
$4.7 million
, and
$0.7 million
for the years ended
December 31, 2018
,
2017
, and 2016, respectively.
|
(3)
|
Refer to
Note 17
for additional information regarding these reclassifications.
|
|
|
|
|
|
Pension
Protection
Act
Zone Status
|
|
|
|
TreeHouse Foods
|
|
|
|
Expiration
Date
|
|||||||||||||
|
EIN
|
|
Plan
|
|
Plan Year Ended
December 31,
|
|
FIP
Implemented
|
|
Contributions
(in millions)
|
|
Surcharge
Imposed
|
|
Of Collective
Bargaining
|
|||||||||||||
Plan Name
|
Number
|
|
Number
|
|
2017
|
|
2016
|
|
(yes or no)
|
|
2018
|
|
2017
|
|
2016
|
|
(yes or no)
|
|
Agreement(s)
|
|||||||
Bakery and Confectionery
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Union and Industry
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/4/2020
|
|
||||||
International Pension Fund
|
52-6118572
|
|
1
|
|
Red
|
|
Red
|
|
Yes
|
|
$
|
1.4
|
|
|
$
|
1.7
|
|
|
$
|
1.4
|
|
|
Yes
|
|
7/25/2020
|
|
Central States Southeast and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Southwest Areas Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fund
|
36-6044243
|
|
1
|
|
Red
|
|
Red
|
|
Yes
|
|
0.8
|
|
|
0.7
|
|
|
0.7
|
|
|
No
|
|
12/27/2019
|
|
|||
Retail, Wholesale and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Department Store
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
International Union and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Industry Pension Fund
|
63-708442
|
|
1
|
|
Red
|
|
Red
|
|
Yes
|
|
0.6
|
|
|
0.5
|
|
|
0.5
|
|
|
Yes
|
|
6/15/2019
|
|
|||
Rockford Area Dairy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Industry Local 754, Intl.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Brotherhood of Teamsters
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Retirement Pension Plan
|
36-6067654
|
|
1
|
|
Green
|
|
Green
|
|
No
|
|
0.5
|
|
|
0.4
|
|
|
0.4
|
|
|
No
|
|
4/30/2021
|
|
|||
Western Conference of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Teamsters Pension Fund
|
91-6145047
|
|
1
|
|
Green
|
|
Green
|
|
No
|
|
0.8
|
|
|
(1.0
|
)
|
|
0.2
|
|
|
No
|
|
(1
|
)
|
(1)
|
As described above, the Company closed the City of Industry, California facility during 2016. As a result, there is no collective bargaining agreement related to this plan.
|
|
|
Years Contribution to Plan Exceeded
|
|
|
5% of Total Contributions
|
Plan Name:
|
|
(as of December 31 of the Plan's Year-End)
|
Rockford Area Dairy Industry Local 754, Intl. Brotherhood of Teamsters Retirement Pension Plan
|
|
2018, 2017, and 2016
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in millions)
|
||||||
Equity funds (a)
|
|
$
|
90.6
|
|
|
$
|
168.8
|
|
Fixed income funds (b)
|
|
143.6
|
|
|
108.7
|
|
||
Alternative funds (c)
|
|
16.1
|
|
|
—
|
|
||
Cash and equivalents (d)
|
|
1.7
|
|
|
1.2
|
|
||
|
|
$
|
252.0
|
|
|
$
|
278.7
|
|
|
Pension Benefits
|
|
Postretirement
Benefits
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in millions)
|
||||||||||||||
Change in benefit obligations:
|
|
|
|
|
|
|
|
|
|||||||
Benefit obligation, at beginning of year
|
$
|
325.2
|
|
|
$
|
384.1
|
|
|
$
|
33.8
|
|
|
$
|
29.8
|
|
Service cost
|
1.9
|
|
|
3.6
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
11.9
|
|
|
14.7
|
|
|
1.2
|
|
|
1.2
|
|
||||
Divestiture (1)
|
—
|
|
|
(37.9
|
)
|
|
—
|
|
|
(1.9
|
)
|
||||
Liability gain due to curtailment
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
||||
Actuarial (gains) losses (2)
|
(19.8
|
)
|
|
13.0
|
|
|
(5.1
|
)
|
|
6.3
|
|
||||
Benefits paid
|
(19.2
|
)
|
|
(50.9
|
)
|
|
(1.8
|
)
|
|
(1.6
|
)
|
||||
Benefit obligation, at end of year
|
$
|
300.0
|
|
|
$
|
325.2
|
|
|
$
|
28.1
|
|
|
$
|
33.8
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets, at beginning of year
|
$
|
278.8
|
|
|
$
|
317.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual (loss) gain on plan assets
|
(10.0
|
)
|
|
38.9
|
|
|
—
|
|
|
—
|
|
||||
Company contributions
|
2.4
|
|
|
2.3
|
|
|
1.8
|
|
|
1.6
|
|
||||
Divestiture (1)
|
—
|
|
|
(29.1
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(19.2
|
)
|
|
(50.9
|
)
|
|
(1.8
|
)
|
|
(1.6
|
)
|
||||
Fair value of plan assets, at end of year
|
$
|
252.0
|
|
|
$
|
278.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status of the plan
|
$
|
(48.0
|
)
|
|
$
|
(46.4
|
)
|
|
$
|
(28.1
|
)
|
|
$
|
(33.8
|
)
|
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
||||||||
Current liability
|
$
|
(0.7
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(1.8
|
)
|
Non-current liability
|
(47.3
|
)
|
|
(45.7
|
)
|
|
(26.3
|
)
|
|
(32.0
|
)
|
||||
Net amount recognized
|
$
|
(48.0
|
)
|
|
$
|
(46.4
|
)
|
|
$
|
(28.1
|
)
|
|
$
|
(33.8
|
)
|
Amounts recognized in Accumulated other
comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss (gain)
|
$
|
6.6
|
|
|
$
|
1.3
|
|
|
$
|
(0.2
|
)
|
|
$
|
5.0
|
|
Prior service cost
|
0.7
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
||||
Total, before tax effect
|
$
|
7.3
|
|
|
$
|
2.2
|
|
|
$
|
(0.2
|
)
|
|
$
|
5.0
|
|
(1) The amounts recorded in 2017 relate to the divestiture of the Soup and Infant Feeding business.
(2) The change in actuarial (gain) loss was primarily due to the increase in discount rates from 3.70% as of December 31,
2017 to 4.40% as of December 31, 2018.
|
|
Pension Benefits
|
|||||
|
2018
|
2017
|
||||
|
(in millions)
|
|||||
Accumulated benefit obligation
|
$
|
296.7
|
|
$
|
320.9
|
|
Weighted average assumptions used to determine
the pension benefit obligations:
|
|
|
||||
Discount rate
|
4.40
|
%
|
3.70
|
%
|
||
Rate of compensation increases
|
3.50%-4.00%
|
|
3.50%-4.00%
|
|
|
2018
|
|
2017
|
||||||||
|
Pre-65
|
|
Post-65
|
|
Pre-65
|
|
Post-65
|
||||
Health care cost trend rates:
|
|
|
|
|
|
|
|
||||
Health care cost trend rate for next year
|
7.32
|
%
|
|
8.21
|
%
|
|
8.20
|
%
|
|
10.10
|
%
|
Ultimate rate
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
Discount rate
|
4.40
|
%
|
|
4.40
|
%
|
|
3.70
|
%
|
|
3.70
|
%
|
Year ultimate rate achieved
|
2026
|
|
|
2026
|
|
|
2026
|
|
|
2026
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
(in millions)
|
|
(in millions)
|
||||||||||||||||||||
Components of net periodic costs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
1.9
|
|
|
$
|
3.6
|
|
|
$
|
4.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Interest cost
|
11.9
|
|
|
14.7
|
|
|
15.1
|
|
|
1.2
|
|
|
1.2
|
|
|
1.2
|
|
||||||
Expected return on plan assets
|
(15.6
|
)
|
|
(17.4
|
)
|
|
(16.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of unrecognized prior service cost
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||||
Amortization of unrecognized net loss
|
0.5
|
|
|
0.9
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement expense
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment income
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic (benefit) cost
|
$
|
(1.1
|
)
|
|
$
|
0.8
|
|
|
$
|
4.5
|
|
|
$
|
1.2
|
|
|
$
|
1.2
|
|
|
$
|
1.2
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||
Weighted average assumptions used to determine the periodic benefit costs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.70
|
%
|
|
4.25
|
%
|
|
4.50
|
%
|
|
3.70
|
%
|
|
4.25
|
%
|
|
4.50
|
%
|
Rate of compensation increases
|
3.50%-4.00%
|
|
|
3.50%-4.00%
|
|
|
3.00%-4.00%
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Expected return on plan assets
|
5.80
|
%
|
|
6.00
|
%
|
|
6.00
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Pension
Benefit
|
Postretirement
Benefit
|
||||
|
(in millions)
|
|||||
2019
|
$
|
19.4
|
|
$
|
1.8
|
|
2020
|
19.0
|
|
1.8
|
|
||
2021
|
19.3
|
|
1.9
|
|
||
2022
|
19.9
|
|
1.9
|
|
||
2023
|
20.0
|
|
2.0
|
|
||
2024-28
|
99.3
|
|
9.9
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Restructuring programs (1)
|
$
|
156.0
|
|
|
$
|
41.4
|
|
|
$
|
13.5
|
|
(Gain) loss on divestitures (2)
|
(14.3
|
)
|
|
86.0
|
|
|
—
|
|
|||
Other
|
1.0
|
|
|
1.3
|
|
|
1.2
|
|
|||
Total other operating expense, net
|
$
|
142.7
|
|
|
$
|
128.7
|
|
|
$
|
14.7
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Machinery and equipment
|
$
|
5.1
|
|
|
$
|
4.5
|
|
Less accumulated amortization
|
(3.2
|
)
|
|
(2.0
|
)
|
||
Total
|
$
|
1.9
|
|
|
$
|
2.5
|
|
|
Capital
Leases
|
|
Operating
Leases
|
||||
|
(in millions)
|
||||||
2019
|
$
|
1.2
|
|
|
$
|
41.4
|
|
2020
|
0.4
|
|
|
34.1
|
|
||
2021
|
0.3
|
|
|
30.1
|
|
||
2022
|
0.2
|
|
|
21.4
|
|
||
2023
|
0.1
|
|
|
14.5
|
|
||
Thereafter
|
0.3
|
|
|
59.0
|
|
||
Total minimum payments
|
$
|
2.5
|
|
|
$
|
200.5
|
|
Less amount representing interest
|
(0.1
|
)
|
|
|
|||
Present value of capital lease obligations
|
$
|
2.4
|
|
|
|
|
|
Fair Value
|
||||||
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(In millions)
|
||||||
Asset Derivatives
|
|
|
|
|
|
|
||
Commodity contracts
|
|
$
|
0.6
|
|
|
$
|
2.7
|
|
Foreign currency contracts
|
|
1.5
|
|
|
0.5
|
|
||
Interest rate swap agreements
|
|
10.1
|
|
|
11.9
|
|
||
|
|
$
|
12.2
|
|
|
$
|
15.1
|
|
Liability Derivatives
|
|
|
|
|
||||
Commodity contracts
|
|
$
|
1.8
|
|
|
$
|
1.2
|
|
Interest rate swap agreements
|
|
19.0
|
|
|
—
|
|
||
|
|
$
|
20.8
|
|
|
$
|
1.2
|
|
|
Location of Gain (Loss)
|
|
Year Ended
December 31,
|
||||||||||
|
Recognized in Net Income (Loss)
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
(In millions)
|
|
|
||||||||
Mark-to-market unrealized (loss) gain:
|
|
|
|
|
|
|
|
|
|
||||
Commodity contracts
|
Other expense (income), net
|
|
$
|
(2.7
|
)
|
|
$
|
1.0
|
|
|
$
|
4.3
|
|
Foreign currency contracts
|
Other expense (income), net
|
|
1.0
|
|
|
(0.2
|
)
|
|
(0.6
|
)
|
|||
Interest rate swap agreements
|
Other expense (income), net
|
|
(20.8
|
)
|
|
1.5
|
|
|
10.4
|
|
|||
Total unrealized (loss) gain
|
|
|
$
|
(22.5
|
)
|
|
$
|
2.3
|
|
|
$
|
14.1
|
|
Realized gain (loss):
|
|
|
|
|
|
|
|
||||||
Commodity contracts
|
Manufacturing related to Cost of sales and transportation related to Selling and distribution
|
|
$
|
3.7
|
|
|
$
|
0.8
|
|
|
$
|
(0.5
|
)
|
Foreign currency contracts
|
Cost of sales
|
|
1.6
|
|
|
(0.6
|
)
|
|
(1.8
|
)
|
|||
Interest rate swap agreements
|
Interest expense
|
|
5.5
|
|
|
1.1
|
|
|
—
|
|
|||
Total realized gain
|
|
|
$
|
10.8
|
|
|
$
|
1.3
|
|
|
$
|
(2.3
|
)
|
Total (loss) gain
|
|
|
$
|
(11.7
|
)
|
|
$
|
3.6
|
|
|
$
|
11.8
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Net sales to external customers:
|
|
|
|
|
|
|
|
|
|||
Baked Goods
|
$
|
1,385.3
|
|
|
$
|
1,403.9
|
|
|
$
|
1,288.2
|
|
Beverages
|
1,008.4
|
|
|
1,073.4
|
|
|
973.0
|
|
|||
Condiments
|
1,252.5
|
|
|
1,300.6
|
|
|
1,258.1
|
|
|||
Meals
|
1,040.0
|
|
|
1,189.2
|
|
|
1,335.2
|
|
|||
Snacks
|
1,125.9
|
|
|
1,334.5
|
|
|
1,330.5
|
|
|||
Unallocated
|
—
|
|
|
5.5
|
|
|
(9.9
|
)
|
|||
Total
|
$
|
5,812.1
|
|
|
$
|
6,307.1
|
|
|
$
|
6,175.1
|
|
Direct operating income:
|
|
|
|
|
|
||||||
Baked Goods
|
$
|
149.8
|
|
|
$
|
175.5
|
|
|
$
|
162.4
|
|
Beverages
|
180.3
|
|
|
226.9
|
|
|
244.7
|
|
|||
Condiments
|
148.5
|
|
|
136.5
|
|
|
154.1
|
|
|||
Meals
|
125.9
|
|
|
137.3
|
|
|
137.1
|
|
|||
Snacks
|
2.3
|
|
|
25.5
|
|
|
66.2
|
|
|||
Total
|
606.8
|
|
|
701.7
|
|
|
764.5
|
|
|||
Unallocated selling, general, and administrative expenses
|
(278.7
|
)
|
|
(299.7
|
)
|
|
(349.9
|
)
|
|||
Unallocated cost of sales (1)
|
(31.2
|
)
|
|
(26.2
|
)
|
|
(24.7
|
)
|
|||
Unallocated corporate expense and other (2)
|
(229.0
|
)
|
|
(788.6
|
)
|
|
(485.4
|
)
|
|||
Operating income (loss)
|
67.9
|
|
|
(412.8
|
)
|
|
(95.5
|
)
|
|||
Other expense
|
(152.7
|
)
|
|
(111.8
|
)
|
|
(99.9
|
)
|
|||
Loss before income taxes
|
$
|
(84.8
|
)
|
|
$
|
(524.6
|
)
|
|
$
|
(195.4
|
)
|
Depreciation:
|
|
|
|
|
|
||||||
Baked Goods
|
$
|
56.0
|
|
|
$
|
45.4
|
|
|
$
|
49.0
|
|
Beverages
|
26.6
|
|
|
22.2
|
|
|
18.9
|
|
|||
Condiments
|
22.7
|
|
|
21.6
|
|
|
24.9
|
|
|||
Meals
|
31.4
|
|
|
32.6
|
|
|
55.1
|
|
|||
Snacks
|
21.9
|
|
|
15.1
|
|
|
14.2
|
|
|||
Corporate office (3)
|
13.3
|
|
|
36.6
|
|
|
16.3
|
|
|||
Total
|
$
|
171.9
|
|
|
$
|
173.5
|
|
|
$
|
178.4
|
|
(1)
|
Includes charges related to restructurings and other costs managed at corporate.
|
(2)
|
Includes impairments of goodwill and other intangible assets.
|
(3)
|
Includes accelerated depreciation related to restructurings.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Long-lived assets:
|
|
|
|
|
|
||
United States
|
$
|
1,130.6
|
|
|
$
|
1,137.9
|
|
Canada
|
125.9
|
|
|
136.8
|
|
||
Other
|
17.9
|
|
|
19.7
|
|
||
Total
|
$
|
1,274.4
|
|
|
$
|
1,294.4
|
|
|
Quarter
|
|||||||||||
|
First
|
Second
|
Third
|
Fourth
|
||||||||
|
(in millions, except per share data)
|
|||||||||||
Fiscal 2018
|
|
|
|
|
||||||||
Net sales
|
$
|
1,481.2
|
|
$
|
1,455.8
|
|
$
|
1,394.0
|
|
$
|
1,481.1
|
|
Gross profit
|
231.9
|
|
235.8
|
|
227.5
|
|
260.2
|
|
||||
(Loss) income before income taxes
|
(43.9
|
)
|
(26.2
|
)
|
0.2
|
|
(14.9
|
)
|
||||
Net (loss) income
|
(34.1
|
)
|
(20.1
|
)
|
5.4
|
|
(12.6
|
)
|
||||
Net (loss) income per common share:
|
|
|
|
|
||||||||
Basic (1)
|
(0.60
|
)
|
(0.36
|
)
|
0.10
|
|
(0.23
|
)
|
||||
Diluted (1)
|
(0.60
|
)
|
(0.36
|
)
|
0.10
|
|
(0.23
|
)
|
||||
Fiscal 2017
|
|
|
|
|
||||||||
Net sales
|
$
|
1,536.2
|
|
$
|
1,522.2
|
|
$
|
1,548.8
|
|
$
|
1,699.9
|
|
Gross profit
|
286.4
|
|
276.6
|
|
259.7
|
|
257.7
|
|
||||
Income (loss) before income taxes
|
39.7
|
|
(56.0
|
)
|
30.1
|
|
(538.4
|
)
|
||||
Net income (loss)
|
28.2
|
|
(34.2
|
)
|
28.8
|
|
(309.0
|
)
|
||||
Net income (loss) per common share:
|
|
|
|
|
||||||||
Basic (1)
|
0.50
|
|
(0.60
|
)
|
0.50
|
|
(5.40
|
)
|
||||
Diluted (1)
|
0.49
|
|
(0.60
|
)
|
0.50
|
|
(5.40
|
)
|
(1)
|
Due to rounding and the fluctuations in shares, the sum of the four quarters may not be the same as the total for the year.
|
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
77.9
|
|
|
$
|
—
|
|
|
$
|
86.4
|
|
|
$
|
—
|
|
|
$
|
164.3
|
|
Accounts receivable, net
|
1.0
|
|
|
314.1
|
|
|
36.2
|
|
|
—
|
|
|
351.3
|
|
|||||
Inventories
|
—
|
|
|
746.7
|
|
|
93.0
|
|
|
—
|
|
|
839.7
|
|
|||||
Prepaid expenses and other current assets
|
80.9
|
|
|
60.4
|
|
|
16.8
|
|
|
(96.3
|
)
|
|
61.8
|
|
|||||
Total current assets
|
159.8
|
|
|
1,121.2
|
|
|
232.4
|
|
|
(96.3
|
)
|
|
1,417.1
|
|
|||||
Property, plant, and equipment, net
|
42.8
|
|
|
1,087.8
|
|
|
143.8
|
|
|
—
|
|
|
1,274.4
|
|
|||||
Goodwill
|
—
|
|
|
2,046.7
|
|
|
114.7
|
|
|
—
|
|
|
2,161.4
|
|
|||||
Investment in subsidiaries
|
5,152.4
|
|
|
559.3
|
|
|
—
|
|
|
(5,711.7
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
34.2
|
|
|
—
|
|
|
—
|
|
|
(34.2
|
)
|
|
—
|
|
|||||
Intangible and other assets, net
|
86.6
|
|
|
577.0
|
|
|
82.8
|
|
|
—
|
|
|
746.4
|
|
|||||
Total assets
|
$
|
5,475.8
|
|
|
$
|
5,392.0
|
|
|
$
|
573.7
|
|
|
$
|
(5,842.2
|
)
|
|
$
|
5,599.3
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
23.9
|
|
|
$
|
508.3
|
|
|
$
|
45.7
|
|
|
$
|
—
|
|
|
$
|
577.9
|
|
Accrued expenses
|
71.8
|
|
|
261.6
|
|
|
19.0
|
|
|
(96.3
|
)
|
|
256.1
|
|
|||||
Current portion of long-term debt
|
0.6
|
|
|
0.5
|
|
|
0.1
|
|
|
—
|
|
|
1.2
|
|
|||||
Total current liabilities
|
96.3
|
|
|
770.4
|
|
|
64.8
|
|
|
(96.3
|
)
|
|
835.2
|
|
|||||
Long-term debt
|
2,296.2
|
|
|
0.6
|
|
|
0.6
|
|
|
—
|
|
|
2,297.4
|
|
|||||
Deferred income taxes
|
—
|
|
|
171.9
|
|
|
16.5
|
|
|
(34.2
|
)
|
|
154.2
|
|
|||||
Other long-term liabilities
|
17.7
|
|
|
147.8
|
|
|
5.1
|
|
|
—
|
|
|
170.6
|
|
|||||
Intercompany accounts (receivable) payable, net
|
923.7
|
|
|
(851.1
|
)
|
|
(72.6
|
)
|
|
—
|
|
|
—
|
|
|||||
Stockholders’ equity
|
2,141.9
|
|
|
5,152.4
|
|
|
559.3
|
|
|
(5,711.7
|
)
|
|
2,141.9
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
5,475.8
|
|
|
$
|
5,392.0
|
|
|
$
|
573.7
|
|
|
$
|
(5,842.2
|
)
|
|
$
|
5,599.3
|
|
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
83.2
|
|
|
$
|
0.2
|
|
|
$
|
49.4
|
|
|
$
|
—
|
|
|
$
|
132.8
|
|
Accounts receivable, net
|
0.2
|
|
|
297.1
|
|
|
32.5
|
|
|
—
|
|
|
329.8
|
|
|||||
Inventories
|
—
|
|
|
803.1
|
|
|
115.2
|
|
|
—
|
|
|
918.3
|
|
|||||
Prepaid expenses and other current assets
|
69.8
|
|
|
32.0
|
|
|
34.1
|
|
|
(32.1
|
)
|
|
103.8
|
|
|||||
Total current assets
|
153.2
|
|
|
1,132.4
|
|
|
231.2
|
|
|
(32.1
|
)
|
|
1,484.7
|
|
|||||
Property, plant, and equipment, net
|
29.3
|
|
|
1,108.7
|
|
|
156.4
|
|
|
—
|
|
|
1,294.4
|
|
|||||
Goodwill
|
—
|
|
|
2,057.3
|
|
|
124.7
|
|
|
—
|
|
|
2,182.0
|
|
|||||
Investment in subsidiaries
|
4,945.5
|
|
|
582.6
|
|
|
—
|
|
|
(5,528.1
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
15.1
|
|
|
—
|
|
|
—
|
|
|
(15.1
|
)
|
|
—
|
|
|||||
Intangible and other assets, net
|
62.5
|
|
|
652.1
|
|
|
103.6
|
|
|
—
|
|
|
818.2
|
|
|||||
Total assets
|
$
|
5,205.6
|
|
|
$
|
5,533.1
|
|
|
$
|
615.9
|
|
|
$
|
(5,575.3
|
)
|
|
$
|
5,779.3
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued expenses
|
$
|
53.3
|
|
|
$
|
513.8
|
|
|
$
|
54.7
|
|
|
$
|
(32.1
|
)
|
|
$
|
589.7
|
|
Current portion of long-term debt
|
9.0
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
10.1
|
|
|||||
Total current liabilities
|
62.3
|
|
|
514.9
|
|
|
54.7
|
|
|
(32.1
|
)
|
|
599.8
|
|
|||||
Long-term debt
|
2,533.8
|
|
|
1.4
|
|
|
0.5
|
|
|
—
|
|
|
2,535.7
|
|
|||||
Deferred income taxes
|
—
|
|
|
167.3
|
|
|
26.2
|
|
|
(15.1
|
)
|
|
178.4
|
|
|||||
Other long-term liabilities
|
17.6
|
|
|
178.5
|
|
|
6.0
|
|
|
—
|
|
|
202.1
|
|
|||||
Intercompany (receivable) payable, net
|
328.6
|
|
|
(274.5
|
)
|
|
(54.1
|
)
|
|
—
|
|
|
—
|
|
|||||
Stockholders’ equity
|
2,263.3
|
|
|
4,945.5
|
|
|
582.6
|
|
|
(5,528.1
|
)
|
|
2,263.3
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
5,205.6
|
|
|
$
|
5,533.1
|
|
|
$
|
615.9
|
|
|
$
|
(5,575.3
|
)
|
|
$
|
5,779.3
|
|
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
5,527.3
|
|
|
$
|
690.9
|
|
|
$
|
(406.1
|
)
|
|
$
|
5,812.1
|
|
Cost of sales
|
—
|
|
|
4,648.6
|
|
|
614.2
|
|
|
(406.1
|
)
|
|
4,856.7
|
|
|||||
Gross profit
|
—
|
|
|
878.7
|
|
|
76.7
|
|
|
—
|
|
|
955.4
|
|
|||||
Selling, general, and administrative expense
|
145.6
|
|
|
477.9
|
|
|
34.9
|
|
|
—
|
|
|
658.4
|
|
|||||
Amortization expense
|
11.8
|
|
|
65.5
|
|
|
9.1
|
|
|
—
|
|
|
86.4
|
|
|||||
Other operating expense, net
|
112.1
|
|
|
26.9
|
|
|
3.7
|
|
|
—
|
|
|
142.7
|
|
|||||
Operating income (loss)
|
(269.5
|
)
|
|
308.4
|
|
|
29.0
|
|
|
—
|
|
|
67.9
|
|
|||||
Interest expense
|
111.6
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
114.6
|
|
|||||
Other expense (income), net
|
29.4
|
|
|
9.6
|
|
|
(0.9
|
)
|
|
—
|
|
|
38.1
|
|
|||||
Loss before income taxes
|
(410.5
|
)
|
|
298.8
|
|
|
26.9
|
|
|
—
|
|
|
(84.8
|
)
|
|||||
Income tax (benefit) expense
|
(99.0
|
)
|
|
68.2
|
|
|
7.4
|
|
|
—
|
|
|
(23.4
|
)
|
|||||
Equity in net income (loss) of subsidiaries
|
250.1
|
|
|
19.5
|
|
|
—
|
|
|
(269.6
|
)
|
|
—
|
|
|||||
Net loss
|
$
|
(61.4
|
)
|
|
$
|
250.1
|
|
|
$
|
19.5
|
|
|
$
|
(269.6
|
)
|
|
$
|
(61.4
|
)
|
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
5,966.9
|
|
|
$
|
695.3
|
|
|
$
|
(355.1
|
)
|
|
$
|
6,307.1
|
|
Cost of sales
|
—
|
|
|
4,979.3
|
|
|
602.5
|
|
|
(355.1
|
)
|
|
5,226.7
|
|
|||||
Gross profit
|
—
|
|
|
987.6
|
|
|
92.8
|
|
|
—
|
|
|
1,080.4
|
|
|||||
Selling, general, and administrative expense
|
114.4
|
|
|
546.8
|
|
|
39.5
|
|
|
—
|
|
|
700.7
|
|
|||||
Amortization expense
|
12.9
|
|
|
91.6
|
|
|
9.6
|
|
|
—
|
|
|
114.1
|
|
|||||
Impairment of goodwill and other intangible assets
|
—
|
|
|
549.7
|
|
|
—
|
|
|
—
|
|
|
549.7
|
|
|||||
Other operating expense, net
|
9.0
|
|
|
116.1
|
|
|
3.6
|
|
|
—
|
|
|
128.7
|
|
|||||
Operating income (loss)
|
(136.3
|
)
|
|
(316.6
|
)
|
|
40.1
|
|
|
—
|
|
|
(412.8
|
)
|
|||||
Interest expense
|
128.3
|
|
|
0.3
|
|
|
6.4
|
|
|
(8.2
|
)
|
|
126.8
|
|
|||||
Other expense (income), net
|
(3.9
|
)
|
|
(271.5
|
)
|
|
(7.7
|
)
|
|
268.1
|
|
|
(15.0
|
)
|
|||||
Loss before income taxes
|
(260.7
|
)
|
|
(45.4
|
)
|
|
41.4
|
|
|
(259.9
|
)
|
|
(524.6
|
)
|
|||||
Income tax (benefit) expense
|
(100.0
|
)
|
|
(146.6
|
)
|
|
8.2
|
|
|
—
|
|
|
(238.4
|
)
|
|||||
Equity in net income (loss) of subsidiaries
|
134.1
|
|
|
32.9
|
|
|
—
|
|
|
(167.0
|
)
|
|
—
|
|
|||||
Net loss
|
$
|
(26.6
|
)
|
|
$
|
134.1
|
|
|
$
|
33.2
|
|
|
$
|
(426.9
|
)
|
|
$
|
(286.2
|
)
|
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
5,839.0
|
|
|
$
|
646.3
|
|
|
$
|
(310.2
|
)
|
|
$
|
6,175.1
|
|
Cost of sales
|
—
|
|
|
4,809.5
|
|
|
549.7
|
|
|
(310.2
|
)
|
|
5,049.0
|
|
|||||
Gross profit
|
—
|
|
|
1,029.5
|
|
|
96.6
|
|
|
—
|
|
|
1,126.1
|
|
|||||
Selling, general, and administrative expense
|
132.4
|
|
|
553.0
|
|
|
59.4
|
|
|
—
|
|
|
744.8
|
|
|||||
Amortization expense
|
9.4
|
|
|
91.2
|
|
|
9.3
|
|
|
—
|
|
|
109.9
|
|
|||||
Impairment of goodwill and other intangible assets
|
—
|
|
|
337.2
|
|
|
15.0
|
|
|
—
|
|
|
352.2
|
|
|||||
Other operating expense, net
|
—
|
|
|
12.7
|
|
|
2.0
|
|
|
—
|
|
|
14.7
|
|
|||||
Operating income (loss)
|
(141.8
|
)
|
|
35.4
|
|
|
10.9
|
|
|
—
|
|
|
(95.5
|
)
|
|||||
Interest expense
|
118.2
|
|
|
0.3
|
|
|
5.5
|
|
|
(4.8
|
)
|
|
119.2
|
|
|||||
Other expense (income), net
|
(12.6
|
)
|
|
(3.4
|
)
|
|
(8.1
|
)
|
|
4.8
|
|
|
(19.3
|
)
|
|||||
Loss before income taxes
|
(247.4
|
)
|
|
38.5
|
|
|
13.5
|
|
|
—
|
|
|
(195.4
|
)
|
|||||
Income tax (benefit) expense
|
(94.5
|
)
|
|
134.4
|
|
|
(6.7
|
)
|
|
—
|
|
|
33.2
|
|
|||||
Equity in net income (loss) of subsidiaries
|
(75.7
|
)
|
|
20.1
|
|
|
—
|
|
|
55.6
|
|
|
—
|
|
|||||
Net loss
|
$
|
(228.6
|
)
|
|
$
|
(75.8
|
)
|
|
$
|
20.2
|
|
|
$
|
55.6
|
|
|
$
|
(228.6
|
)
|
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net loss
|
$
|
(61.4
|
)
|
|
$
|
250.1
|
|
|
$
|
19.5
|
|
|
$
|
(269.6
|
)
|
|
$
|
(61.4
|
)
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
(34.5
|
)
|
|
—
|
|
|
(34.5
|
)
|
|||||
Adoption of ASU 2018-02 reclassification to retained earnings
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|||||
Other comprehensive (loss) income
|
—
|
|
|
(1.1
|
)
|
|
(34.5
|
)
|
|
—
|
|
|
(35.6
|
)
|
|||||
Equity in other comprehensive income (loss) of
subsidiaries |
(35.6
|
)
|
|
(34.5
|
)
|
|
—
|
|
|
70.1
|
|
|
—
|
|
|||||
Comprehensive loss
|
$
|
(97.0
|
)
|
|
$
|
214.5
|
|
|
$
|
(15.0
|
)
|
|
$
|
(199.5
|
)
|
|
$
|
(97.0
|
)
|
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net loss
|
$
|
(26.6
|
)
|
|
$
|
134.1
|
|
|
$
|
33.2
|
|
|
$
|
(426.9
|
)
|
|
$
|
(286.2
|
)
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
32.2
|
|
|
—
|
|
|
32.2
|
|
|||||
Pension and postretirement adjustment
|
—
|
|
|
7.6
|
|
|
—
|
|
|
—
|
|
|
7.6
|
|
|||||
Other comprehensive income
|
—
|
|
|
7.6
|
|
|
32.2
|
|
|
—
|
|
|
39.8
|
|
|||||
Equity in other comprehensive income (loss) of
subsidiaries |
39.8
|
|
|
32.2
|
|
|
—
|
|
|
(72.0
|
)
|
|
—
|
|
|||||
Comprehensive loss
|
$
|
13.2
|
|
|
$
|
173.9
|
|
|
$
|
65.4
|
|
|
$
|
(498.9
|
)
|
|
$
|
(246.4
|
)
|
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net loss
|
$
|
(228.6
|
)
|
|
$
|
(75.8
|
)
|
|
$
|
20.2
|
|
|
$
|
55.6
|
|
|
$
|
(228.6
|
)
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
11.1
|
|
|
—
|
|
|
11.1
|
|
|||||
Pension and postretirement adjustment
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|||||
Other comprehensive (loss) income
|
—
|
|
|
1.0
|
|
|
11.1
|
|
|
—
|
|
|
12.1
|
|
|||||
Equity in other comprehensive (loss) income of
subsidiaries |
12.2
|
|
|
11.1
|
|
|
—
|
|
|
(23.3
|
)
|
|
—
|
|
|||||
Comprehensive loss
|
$
|
(216.4
|
)
|
|
$
|
(63.7
|
)
|
|
$
|
31.3
|
|
|
$
|
32.3
|
|
|
$
|
(216.5
|
)
|
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash provided by (used in) operating activities
|
$
|
122.8
|
|
|
$
|
559.9
|
|
|
$
|
77.1
|
|
|
$
|
(254.0
|
)
|
|
$
|
505.8
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant, and equipment
|
(14.2
|
)
|
|
(141.5
|
)
|
|
(18.1
|
)
|
|
—
|
|
|
(173.8
|
)
|
|||||
Additions to intangible assets
|
(21.8
|
)
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(22.4
|
)
|
|||||
Intercompany transfer
|
52.3
|
|
|
(209.9
|
)
|
|
(15.1
|
)
|
|
172.7
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
36.6
|
|
|
(1.3
|
)
|
|
—
|
|
|
35.3
|
|
|||||
Net cash provided by (used in) investing activities
|
16.3
|
|
|
(315.3
|
)
|
|
(34.6
|
)
|
|
172.7
|
|
|
(160.9
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (repayment) borrowing of debt
|
(254.8
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
(256.3
|
)
|
|||||
Intercompany transfer
|
168.7
|
|
|
(246.9
|
)
|
|
(3.1
|
)
|
|
81.3
|
|
|
—
|
|
|||||
Repurchases of common stock
|
(54.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54.6
|
)
|
|||||
Receipts related to stock-based award activities
|
4.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
|||||
Payments related to stock-based award activities
|
(8.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.4
|
)
|
|||||
Other
|
—
|
|
|
3.6
|
|
|
—
|
|
|
—
|
|
|
3.6
|
|
|||||
Net cash provided by (used in) financing activities
|
(144.4
|
)
|
|
(244.8
|
)
|
|
(3.1
|
)
|
|
81.3
|
|
|
(311.0
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
(5.3
|
)
|
|
(0.2
|
)
|
|
37.0
|
|
|
—
|
|
|
31.5
|
|
|||||
Cash and cash equivalents, beginning of period
|
83.2
|
|
|
0.2
|
|
|
49.4
|
|
|
—
|
|
|
132.8
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
77.9
|
|
|
$
|
—
|
|
|
$
|
86.4
|
|
|
$
|
—
|
|
|
$
|
164.3
|
|
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash provided by (used in) operating activities
|
$
|
(149.5
|
)
|
|
$
|
1,047.1
|
|
|
$
|
35.3
|
|
|
$
|
(426.9
|
)
|
|
$
|
506.0
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant, and equipment
|
(4.2
|
)
|
|
(137.4
|
)
|
|
(18.1
|
)
|
|
—
|
|
|
(159.7
|
)
|
|||||
Additions to intangible assets
|
(25.5
|
)
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(26.1
|
)
|
|||||
Intercompany transfer
|
403.4
|
|
|
(402.0
|
)
|
|
(38.7
|
)
|
|
37.3
|
|
|
—
|
|
|||||
Proceeds from sale of fixed assets
|
—
|
|
|
8.3
|
|
|
0.1
|
|
|
—
|
|
|
8.4
|
|
|||||
Purchase of investments
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|||||
Proceeds from sale of business unit
|
—
|
|
|
18.5
|
|
|
0.3
|
|
|
—
|
|
|
18.8
|
|
|||||
Net cash (used in) provided by investing activities
|
373.7
|
|
|
(513.1
|
)
|
|
(57.7
|
)
|
|
37.3
|
|
|
(159.8
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net borrowing (repayment) of debt
|
(252.2
|
)
|
|
(2.5
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(254.8
|
)
|
|||||
Intercompany transfer
|
134.7
|
|
|
(531.5
|
)
|
|
7.2
|
|
|
389.6
|
|
|
—
|
|
|||||
Repurchases of common stock
|
(28.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28.7
|
)
|
|||||
Receipts related to stock-based award activities
|
12.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.1
|
|
|||||
Payments related to stock-based award activities
|
(6.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(141.0
|
)
|
|
(534.0
|
)
|
|
7.1
|
|
|
389.6
|
|
|
(278.3
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
2.8
|
|
|||||
(Decrease) increase in cash and cash equivalents
|
83.2
|
|
|
—
|
|
|
(12.5
|
)
|
|
—
|
|
|
70.7
|
|
|||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
0.2
|
|
|
61.9
|
|
|
—
|
|
|
62.1
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
83.2
|
|
|
$
|
0.2
|
|
|
$
|
49.4
|
|
|
$
|
—
|
|
|
$
|
132.8
|
|
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash provided by (used in) operating
activities
|
$
|
(201.2
|
)
|
|
$
|
609.4
|
|
|
$
|
13.7
|
|
|
$
|
56.7
|
|
|
$
|
478.6
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant, and equipment
|
(7.0
|
)
|
|
(151.4
|
)
|
|
(16.8
|
)
|
|
—
|
|
|
(175.2
|
)
|
|||||
Additions to intangible assets
|
(9.7
|
)
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
(11.8
|
)
|
|||||
Intercompany transfer
|
420.1
|
|
|
(117.8
|
)
|
|
—
|
|
|
(302.3
|
)
|
|
—
|
|
|||||
Acquisitions, less cash acquired
|
(2,687.7
|
)
|
|
0.3
|
|
|
43.0
|
|
|
—
|
|
|
(2,644.4
|
)
|
|||||
Proceeds from sale of fixed assets
|
—
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|||||
Other
|
—
|
|
|
(0.6
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
(1.6
|
)
|
|||||
Net cash (used in) provided by investing
activities
|
(2,284.3
|
)
|
|
(269.9
|
)
|
|
25.2
|
|
|
(302.3
|
)
|
|
(2,831.3
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net borrowing (repayment) of debt
|
1,580.3
|
|
|
(3.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
1,577.0
|
|
|||||
Payment of deferred financing costs
|
(34.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34.3
|
)
|
|||||
Intercompany transfer
|
94.1
|
|
|
(336.1
|
)
|
|
(3.6
|
)
|
|
245.6
|
|
|
—
|
|
|||||
Net proceeds from issuance of common stock
|
835.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
835.1
|
|
|||||
Receipts related to stock-based award activities
|
8.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.7
|
|
|||||
Payments related to stock-based award activities
|
(8.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.8
|
)
|
|||||
Net cash provided by (used in) financing
activities
|
2,475.1
|
|
|
(339.3
|
)
|
|
(3.7
|
)
|
|
245.6
|
|
|
2,377.7
|
|
|||||
Effect of exchange rate changes on cash and cash
equivalents
|
—
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
2.2
|
|
|||||
(Decrease) increase in cash and cash equivalents
|
(10.4
|
)
|
|
0.2
|
|
|
37.4
|
|
|
—
|
|
|
27.2
|
|
|||||
Cash and cash equivalents, beginning of period
|
10.4
|
|
|
—
|
|
|
24.5
|
|
|
—
|
|
|
34.9
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
61.9
|
|
|
$
|
—
|
|
|
$
|
62.1
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Plan Category
|
(a)
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
|
|
(b)
Weighted-average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
(c)
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (excluding
securities reflected in
Column (a))
|
||||
|
(in millions)
|
|
|
|
(in millions)
|
||||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
|
|
|
TreeHouse Foods, Inc. Equity and Incentive Plan
|
2.7
|
|
(1)
|
$
|
75.24
|
|
(2)
|
4.6
|
|
Equity compensation plans not approved by security holders:
|
|
|
|
|
|
|
|
|
|
None
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
2.7
|
|
|
$
|
75.24
|
|
|
4.6
|
|
(1)
|
Includes 0.8 million restricted stock units and 0.2 million performance unit awards outstanding under the TreeHouse Foods, Inc. Equity and Incentive Plan.
|
(2)
|
Restricted stock units and performance units do not have an exercise price because their value is dependent upon continued performance conditions. Accordingly, we have disregarded the restricted stock units and performance units for purposes of computing the weighted-average exercise price.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
Page
|
1. Financial Statements filed as a part of this document under Item 8.
|
|
|
|
|
|
2. Financial Statement Schedule
|
|
|
|
|
|
3. Exhibits
|
|
Exhibit No.
|
|
Exhibit Description
|
|
3.1
|
|
|
|
3.2
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3
|
|
|
|
4.4
|
|
|
|
4.5
|
|
|
|
4.6
|
|
|
|
4.7
|
|
|
|
4.8
|
|
|
|
4.9
|
|
|
|
10.1**
|
|
|
|
10.2**
|
|
|
|
10.3**
|
|
|
10.4**
|
|
|
|
10.5
|
|
|
|
10.6
|
|
|
|
10.7**
|
|
|
|
10.8**
|
|
|
|
10.9**
|
|
|
|
10.10**
|
|
|
|
10.11**
|
|
|
|
10.12**
|
|
|
|
10.13**
|
|
|
|
10.14**
|
|
|
|
10.15**
|
|
|
|
10.16**
|
|
|
|
10.17**
|
|
|
|
10.18**
|
|
|
|
10.19**
|
|
|
|
10.20**
|
|
|
|
10.21**
|
|
|
|
10.22**
|
|
|
|
10.23*, **
|
|
|
|
10.24*, **
|
|
|
|
TREEHOUSE FOODS, INC.
|
|
|
|
/s/ Matthew J. Foulston
|
|
Matthew J. Foulston
|
|
Executive Vice President and Chief Financial Officer
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Steven Oakland
|
|
Chief Executive Officer and Director
|
|
February 14, 2019
|
Steven Oakland
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Matthew J. Foulston
|
|
Executive Vice President and
|
|
February 14, 2019
|
Matthew J. Foulston
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ John P. Waldron
|
|
Vice President, Corporate Controller, and
|
|
February 14, 2019
|
John P. Waldron
|
|
Principal Accounting Officer
|
|
|
|
|
|
|
|
/s/ Gary D. Smith
|
|
Chairman of the Board
|
|
February 14, 2019
|
Gary D. Smith
|
|
|
|
|
|
|
|
|
|
/s/ George V. Bayly
|
|
Director
|
|
February 14, 2019
|
George V. Bayly
|
|
|
|
|
|
|
|
|
|
/s/ Linda K. Massman
|
|
Director
|
|
February 14, 2019
|
Linda K. Massman
|
|
|
|
|
|
|
|
|
|
/s/ Dennis F. O’Brien
|
|
Director
|
|
February 14, 2019
|
Dennis F. O’Brien
|
|
|
|
|
|
|
|
|
|
/s/ Frank J. O’Connell
|
|
Director
|
|
February 14, 2019
|
Frank J. O’Connell
|
|
|
|
|
|
|
|
|
|
/s/ Matthew E. Rubel
|
|
Director
|
|
February 14, 2019
|
Matthew E. Rubel
|
|
|
|
|
|
|
|
|
|
/s/ Ann M. Sardini
|
|
Director
|
|
February 14, 2019
|
Ann M. Sardini
|
|
|
|
|
|
|
|
|
|
/s/ Jean E. Spence
|
|
Director
|
|
February 14, 2019
|
Jean E. Spence
|
|
|
|
|
|
|
|
|
|
/s/ David B. Vermylen
|
|
Director
|
|
February 14, 2019
|
David B. Vermylen
|
|
|
|
|
|
|
|
|
|
Allowance for Doubtful Accounts
|
Balance
Beginning
of Year
|
Change
to
Allowance
|
Acquisitions
|
Write-Offs of
Uncollectible
Accounts
|
Recoveries
|
Balance End
of Year
|
||||||||||||
|
(in millions)
|
|||||||||||||||||
2016
|
$
|
0.6
|
|
$
|
0.1
|
|
$
|
0.6
|
|
$
|
(0.4
|
)
|
$
|
—
|
|
$
|
0.9
|
|
2017
|
0.9
|
|
(0.1
|
)
|
—
|
|
(0.2
|
)
|
—
|
|
0.6
|
|
||||||
2018
|
0.6
|
|
0.7
|
|
—
|
|
(0.3
|
)
|
—
|
|
1.0
|
|
|
|
|
|
|
||||||||
LIFO Reserve
|
Balance
Beginning
of Year
|
Additions
|
Reductions
|
Balance End
of Year
|
||||||||
|
(In millions)
|
|||||||||||
2016
|
$
|
(21.4
|
)
|
$
|
(1.9
|
)
|
$
|
—
|
|
$
|
(23.3
|
)
|
2017
|
(23.3
|
)
|
(4.9
|
)
|
—
|
|
(28.2
|
)
|
||||
2018
|
(28.2
|
)
|
—
|
|
4.0
|
|
(24.2
|
)
|
|
|
|
|
|
||||||||
Deferred Tax Valuation Allowance
|
Balance
Beginning of Year |
Additions
|
Reductions
|
Balance End
of Year |
||||||||
|
(In millions)
|
|||||||||||
2016
|
$
|
(0.9
|
)
|
$
|
(8.0
|
)
|
$
|
—
|
|
$
|
(8.9
|
)
|
2017
|
(8.9
|
)
|
(6.0
|
)
|
—
|
|
(14.9
|
)
|
||||
2018
|
(14.9
|
)
|
(1.6
|
)
|
1.4
|
|
(15.1
|
)
|
Operating Net Income (Weighted 50%)
|
|||
Performance Period
|
Threshold
|
Target
|
Maximum
|
|
80% of Target
|
100% of Target
|
120% of Target
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flow Pre-Financing (Weighted 50%)
|
|||
Performance Period
|
Threshold
|
Target
|
Maximum
|
|
80% of Target
|
100% of Target
|
120% of Target
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level of Achievement of Performance Goal during Performance Period
|
Percentage of Units Accrued
**
|
|
Operating Net Income (Weighted 50%)
|
Cash Flow Pre-Financing (Weighted 50%)
|
|
Below Threshold (<80%)
|
0%
|
0%
|
Threshold (80%)
|
50%
|
50%
|
Target (100%)
|
100%
|
100%
|
Maximum (120%)
|
200%
|
200%
|
Operating Net Income (Weighted 50%)
|
|||
Performance Period
|
Threshold
|
Target
|
Maximum
|
|
80% of Target
|
100% of Target
|
120% of Target
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flow Pre-Financing (Weighted 50%)
|
|||
Performance Period
|
Threshold
|
Target
|
Maximum
|
|
80% of Target
|
100% of Target
|
120% of Target
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level of Achievement of Performance Goal during Performance Period
|
Percentage of Target Award Accrued
**
|
|
Operating Net Income (Weighted 50%)
|
Cash Flow Pre-Financing (Weighted 50%)
|
|
Below Threshold (<80%)
|
0%
|
0%
|
Threshold (80%)
|
50%
|
50%
|
Target (100%)
|
100%
|
100%
|
Maximum (120%)
|
200%
|
200%
|
1.
|
I have reviewed this annual report on Form 10-K of TreeHouse Foods, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Steven Oakland
|
|
Steven Oakland
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of TreeHouse Foods, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Matthew J. Foulston
|
|
Matthew J. Foulston
|
|
Executive Vice President and Chief Financial Officer
|
|
/s/ Steven Oakland
|
|
Steven Oakland
|
|
President and Chief Executive Officer
|
|
/s/ Matthew J. Foulston
|
|
Matthew J. Foulston
|
|
Executive Vice President and Chief Financial Officer
|