[Part I — Financial Information](index=4&type=section&id=Part%20I%20%E2%80%94%20Financial%20Information) This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis for TreeHouse Foods, Inc [Item 1 — Financial Statements (Unaudited)](index=4&type=section&id=Item%201%20%E2%80%94%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive income, stockholders' equity, and cash flows, along with detailed explanatory notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheets (in millions) | Metric | June 30, 2021 | December 31, 2020 | | :-------------------------------- | :------------ | :------------------ | | **Assets** | | | | Cash and cash equivalents | $17.4 | $364.6 | | Total current assets | $1,083.9 | $1,428.8 | | Total assets | $5,081.4 | $5,485.7 | | **Liabilities and Stockholders' Equity** | | | | Total current liabilities | $900.1 | $990.7 | | Long-term debt | $1,916.9 | $2,199.0 | | Total liabilities | $3,222.9 | $3,620.7 | | Total stockholders' equity | $1,858.5 | $1,865.0 | | Total liabilities and stockholders' equity | $5,081.4 | $5,485.7 | - Total assets decreased from **$5,485.7 million** at December 31, 2020, to **$5,081.4 million** at June 30, 2021, primarily due to a significant reduction in cash and cash equivalents[9](index=9&type=chunk) - Cash and cash equivalents saw a substantial decrease from **$364.6 million** at December 31, 2020, to **$17.4 million** at June 30, 2021[9](index=9&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Condensed Consolidated Statements of Operations (in millions, except per share data) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net sales | $1,003.2 | $1,041.9 | $2,060.5 | $2,126.8 | | Gross profit | $166.1 | $191.2 | $347.2 | $386.1 | | Operating income | $4.1 | $25.3 | $15.1 | $55.5 | | Net loss from continuing operations | $(5.2) | $(2.6) | $(4.8) | $(35.4) | | Net income from discontinued operations | $13.6 | $1.1 | $14.7 | $2.7 | | Net income (loss) | $8.4 | $(1.5) | $9.9 | $(32.7) | | Earnings (loss) per common share - basic: Continuing operations | $(0.09) | $(0.05) | $(0.09) | $(0.63) | | Earnings (loss) per common share - basic: Discontinued operations | $0.24 | $0.02 | $0.26 | $0.05 | | Earnings (loss) per share basic | $0.15 | $(0.03) | $0.18 | $(0.58) | - Net sales decreased by **3.7%** for the three months ended June 30, 2021, and by **3.1%** for the six months ended June 30, 2021, compared to the same periods in 2020[11](index=11&type=chunk) - The company reported a net income of **$8.4 million** for the three months ended June 30, 2021, a significant improvement from a net loss of **$1.5 million** in the prior year, largely driven by net income from discontinued operations[11](index=11&type=chunk) [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) Condensed Consolidated Statements of Comprehensive Income (Loss) (in millions) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $8.4 | $(1.5) | $9.9 | $(32.7) | | Other comprehensive income (loss) | $6.0 | $7.5 | $7.0 | $(8.3) | | Comprehensive income (loss) | $14.4 | $6.0 | $16.9 | $(41.0) | - Comprehensive income for the three months ended June 30, 2021, was **$14.4 million**, up from **$6.0 million** in the prior year, primarily due to higher net income and positive foreign currency translation adjustments[14](index=14&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) - Total stockholders' equity decreased slightly from **$1,865.0 million** at January 1, 2021, to **$1,858.5 million** at June 30, 2021[17](index=17&type=chunk) - The company repurchased **$25.0 million** of treasury stock during the six months ended June 30, 2021[17](index=17&type=chunk) - Accumulated deficit improved from **$(143.2) million** at January 1, 2021, to **$(133.3) million** at June 30, 2021, reflecting net income during the period[17](index=17&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows (in millions) | Metric | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash (used in) provided by operating activities | $(50.8) | $123.8 | | Net cash provided by (used in) investing activities | $37.0 | $(25.0) | | Net cash used in by financing activities | $(333.0) | $(9.1) | | Net (decrease) increase in cash and cash equivalents | $(347.2) | $91.6 | | Cash and cash equivalents, end of period | $17.4 | $293.9 | - Net cash used in operating activities was **$50.8 million** for the six months ended June 30, 2021, a significant decrease from **$123.8 million** provided in the prior year[20](index=20&type=chunk) - Investing activities provided **$37.0 million** in cash for the six months ended June 30, 2021, compared to **$25.0 million** used in the prior year, largely due to proceeds from discontinued operations[20](index=20&type=chunk) - Financing activities used **$333.0 million**, primarily due to debt redemption and common stock repurchases[20](index=20&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [1. Basis of Presentation](index=12&type=section&id=1.%20BASIS%20OF%20PRESENTATION) - The unaudited Condensed Consolidated Financial Statements are prepared in accordance with SEC rules for quarterly reporting on Form 10-Q and GAAP, with certain information condensed or omitted as permitted[25](index=25&type=chunk) - Preparation requires management judgment, estimates, and assumptions that affect reported amounts, and actual results may differ[26](index=26&type=chunk) [2. Recent Accounting Pronouncements](index=12&type=section&id=2.%20RECENT%20ACCOUNTING%20PRONOUNCEMENTS) - The company is evaluating ASU 2020-04 (Reference Rate Reform), amended by ASU 2021-01, which provides temporary optional guidance for accounting for reference rate reform, with application from March 12, 2020, through December 31, 2022[28](index=28&type=chunk) [3. Growth, Reinvestment, and Restructuring Programs](index=12&type=section&id=3.%20GROWTH%2C%20REINVESTMENT%2C%20AND%20RESTRUCTURING%20PROGRAMS) - The company's transformation includes Strategic Growth Initiatives (expected completion 2023, up to **$130.0 million** in costs), Structure to Win (completed 2020, **$92.7 million** total costs), TreeHouse 2020 (completed 2020, **$299.8 million** total costs), and other restructuring costs[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk) Growth, Reinvestment, and Restructuring Program Costs (in millions) | Program | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Strategic growth initiatives | $14.5 | $— | $30.6 | $— | | Structure to Win | $— | $3.0 | $— | $10.8 | | TreeHouse 2020 | $— | $8.8 | $— | $20.9 | | Other | $7.7 | $— | $11.2 | $— | | Total | $22.2 | $11.8 | $41.8 | $31.7 | - Employee-related costs and other costs (primarily consulting services) are the main components of these programs, recognized primarily in Other operating expense, net[37](index=37&type=chunk) [4. Receivables Sales Program](index=15&type=section&id=4.%20RECEIVABLES%20SALES%20PROGRAM) - The company uses a Receivables Sales Program to manage liquidity, selling trade accounts receivable to third-party financial institutions with a maximum amount of **$300.0 million**[39](index=39&type=chunk) Receivables Sales Program Outstanding Amounts (in millions) | Metric | June 30, 2021 | December 31, 2020 | | :------------------------------------------ | :------------ | :------------------ | | Outstanding accounts receivable sold | $236.6 | $284.3 | | Receivables collected and not remitted | $143.9 | $202.8 | - Loss on sale of receivables was **$0.6 million** for both three months ended June 30, 2021 and 2020, and **$1.1 million** and **$1.5 million** for the six months ended June 30, 2021 and 2020, respectively[41](index=41&type=chunk) [5. Inventories](index=15&type=section&id=5.%20INVENTORIES) Inventories (in millions) | Category | June 30, 2021 | December 31, 2020 | | :---------------------- | :------------ | :------------------ | | Raw materials and supplies | $246.8 | $231.0 | | Finished goods | $466.9 | $367.6 | | Total inventories | $713.7 | $598.6 | - Total inventories increased by **$115.1 million** from December 31, 2020, to June 30, 2021, primarily driven by an increase in finished goods[42](index=42&type=chunk) [6. Acquisitions and Divestitures](index=16&type=section&id=6.%20ACQUISITIONS%20AND%20DIVESTITURES) [Acquisitions](index=16&type=section&id=Acquisitions) - On December 11, 2020, TreeHouse Foods acquired the majority of Riviana Foods' U.S. branded pasta portfolio and a manufacturing facility for approximately **$244.3 million**, aiming to strengthen its portfolio and expand scale[43](index=43&type=chunk) - The acquisition included brands like Skinner, No Yolks, American Beauty, and Prince, with intangible assets allocated to customer relationships (**$68.0 million**), trade names (**$43.0 million**), and formulas/recipes (**$2.3 million**)[43](index=43&type=chunk)[44](index=44&type=chunk) - Goodwill of **$60.2 million** was allocated to the Meal Preparation segment, driven by expansion opportunities and plant operation synergies[44](index=44&type=chunk) [Discontinued Operations](index=17&type=section&id=Discontinued%20Operations) - On June 1, 2021, the company sold its Ready-to-eat (RTE) Cereal business to Post Holdings, Inc. for **$85.0 million**, recognizing a pre-tax gain of **$18.4 million**[48](index=48&type=chunk) - The RTE Cereal business was classified as a discontinued operation, and its sale is part of the company's portfolio optimization strategy[48](index=48&type=chunk)[50](index=50&type=chunk) Results of Discontinued Operations (in millions) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net sales | $30.9 | $60.1 | $78.4 | $116.9 | | Gain on sale of business | $(18.4) | $— | $(18.4) | $— | | Net income from discontinued operations | $13.6 | $1.1 | $14.7 | $2.7 | [Other Divestitures](index=18&type=section&id=Other%20Divestitures) - On April 17, 2020, the company completed the sale of two In-Store Bakery facilities for **$26.9 million**, recognizing a loss of **$0.3 million**[53](index=53&type=chunk) [7. Goodwill and Intangible Assets](index=19&type=section&id=7.%20GOODWILL%20AND%20INTANGIBLE%20ASSETS) Goodwill Carrying Amount (in millions) | Segment | December 31, 2020 | June 30, 2021 | | :-------------------- | :------------------ | :------------ | | Meal Preparation | $1,323.2 | $1,327.6 | | Snacking & Beverages | $855.5 | $857.0 | | Total | $2,178.7 | $2,184.6 | - Goodwill increased by **$5.9 million** to **$2,184.6 million** at June 30, 2021, primarily due to acquisition-related adjustments and foreign currency exchange adjustments[55](index=55&type=chunk) Intangible Assets, Net (in millions) | Category | December 31, 2020 | June 30, 2021 | | :-------------------------- | :------------------ | :------------ | | Total finite lived intangibles | $592.6 | $563.5 | | Intangible assets with indefinite lives: Trademarks | $22.4 | $22.9 | | Total intangible assets | $615.0 | $586.4 | [8. Income Taxes](index=19&type=section&id=8.%20INCOME%20TAXES) - The effective income tax rate for the three months ended June 30, 2021, was **21.2%**, significantly lower than **123.2%** in the prior year, primarily due to the CARES Act benefit and cross-border intercompany financing structure in 2020[57](index=57&type=chunk) - Management estimates a possible decrease of up to **$4.8 million** in unrecognized tax benefits within the next 12 months, with up to **$2.0 million** potentially affecting net income[58](index=58&type=chunk) [9. Long-Term Debt](index=20&type=section&id=9.%20LONG-TERM%20DEBT) Total Outstanding Debt (in millions) | Debt Type | June 30, 2021 | December 31, 2020 | | :------------------------ | :------------ | :------------------ | | Revolving Credit Facility | $20.0 | $— | | Term Loan A | $498.7 | $453.4 | | Term Loan A-1 | $927.7 | $672.6 | | 2024 Notes | $— | $602.9 | | 2028 Notes | $500.0 | $500.0 | | Total outstanding debt | $1,950.4 | $2,233.0 | - Total outstanding debt decreased from **$2,233.0 million** at December 31, 2020, to **$1,950.4 million** at June 30, 2021, following debt refinancing and redemption of 2024 Notes[59](index=59&type=chunk) - The company completed Amendment No. 3 to its Credit Agreement on March 26, 2021, extending maturity dates for Revolving Credit Facility and Term Loans, and refinancing existing Term Loan amounts by **$304.0 million**[60](index=60&type=chunk) - The company redeemed all **$602.9 million** outstanding principal of its 2024 Notes in February and March 2021, incurring a **$14.4 million** loss on extinguishment of debt[63](index=63&type=chunk)[64](index=64&type=chunk) [10. Stockholders' Equity](index=21&type=section&id=10.%20STOCKHOLDERS%27%20EQUITY) - The Board of Directors authorized a stock repurchase program for up to **$400 million** of common stock, with an annual cap of **$150 million** for discretionary repurchases[66](index=66&type=chunk) - For the three and six months ended June 30, 2021, the company repurchased approximately **0.5 million shares** of common stock for **$25.0 million** at a weighted average price of **$50.88** per share[67](index=67&type=chunk) [11. Earnings Per Share](index=21&type=section&id=11.%20EARNINGS%20PER%20SHARE) Weighted Average Common Shares (in millions) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Basic | 56.0 | 56.5 | 55.8 | 56.4 | | Diluted | 56.0 | 56.5 | 55.8 | 56.4 | - Weighted average common shares outstanding for basic and diluted EPS were the same due to a net loss from continuing operations, making equity awards anti-dilutive[68](index=68&type=chunk) [12. Stock-Based Compensation](index=22&type=section&id=12.%20STOCK-BASED%20COMPENSATION) - Total stock-based compensation expense was **$4.5 million** for the three months and **$9.4 million** for the six months ended June 30, 2021, with related income tax benefits of **$1.1 million** and **$2.5 million**, respectively[70](index=70&type=chunk) - Future compensation costs for restricted stock units are approximately **$29.7 million**, to be recognized over **2.1 years**[72](index=72&type=chunk) - Future compensation costs for performance units are estimated at **$13.3 million**, to be recognized over **1.7 years**[76](index=76&type=chunk) [13. Accumulated Other Comprehensive Loss](index=24&type=section&id=13.%20ACCUMULATED%20OTHER%20COMPREHENSIVE%20LOSS) Accumulated Other Comprehensive Loss (in millions) | Component | December 31, 2020 | June 30, 2021 | | :------------------------------------ | :------------------ | :------------ | | Foreign Currency Translation | $(67.3) | $(60.6) | | Unrecognized Pension and Postretirement Benefits | $3.3 | $3.6 | | Total Accumulated Other Comprehensive Loss | $(64.0) | $(57.0) | - Accumulated other comprehensive loss improved from **$(64.0) million** at December 31, 2020, to **$(57.0) million** at June 30, 2021, primarily due to positive foreign currency translation adjustments[77](index=77&type=chunk) [14. Employee Retirement and Postretirement Benefits](index=24&type=section&id=14.%20EMPLOYEE%20RETIREMENT%20AND%20POSTRETIREMENT%20BENEFITS) Net Periodic Pension Benefit (in millions) | Component | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net periodic pension benefit | $(0.9) | $(0.4) | $(1.9) | $(0.8) | - Net periodic pension benefit was a gain of **$0.9 million** for the three months and **$1.9 million** for the six months ended June 30, 2021, primarily due to expected return on plan assets offsetting interest and service costs[80](index=80&type=chunk) - Net periodic postretirement cost was **$0.1 million** for the three months and **$0.3 million** for the six months ended June 30, 2021[81](index=81&type=chunk) [15. Commitments and Contingencies](index=25&type=section&id=15.%20COMMITMENTS%20AND%20CONTINGENCIES) - The company is involved in several class action lawsuits, including a federal securities class action (Public Employees' Retirement Systems of Mississippi v. TreeHouse Foods, Inc., et al.) for which an agreement in principle for a **$27.0 million** cash settlement (funded by D&O insurance) has been reached[82](index=82&type=chunk)[87](index=87&type=chunk) - A preliminary settlement understanding of **$9.0 million** has been reached for wage and hour class actions (Negrete v. Ralcorp Holdings, Inc., et al.) in California[88](index=88&type=chunk) - The company is also a plaintiff in an antitrust suit against Keurig Green Mountain, seeking monetary damages and injunctive relief, with no amount recorded in financial statements as of June 30, 2021[90](index=90&type=chunk) [16. Derivative Instruments](index=27&type=section&id=16.%20DERIVATIVE%20INSTRUMENTS) - The company uses derivative instruments to manage interest rate risk, foreign currency risk, commodity price risk, and market risk associated with deferred compensation liability[91](index=91&type=chunk) - As of June 30, 2021, the company had **$875.0 million** in interest rate swap agreements to fix LIBOR rates, **$6.1 million** in foreign currency contracts, and various commodity contracts for electricity, diesel, natural gas, coffee, resin, and flour[93](index=93&type=chunk)[94](index=94&type=chunk)[97](index=97&type=chunk) Fair Value of Derivative Instruments (in millions) | Derivative Type | June 30, 2021 | December 31, 2020 | | :------------------------ | :------------ | :------------------ | | Asset derivatives: Commodity contracts | $17.1 | $12.6 | | Asset derivatives: Total return swap contract | $0.1 | $— | | Liability derivatives: Foreign currency contracts | $0.8 | $— | | Liability derivatives: Interest rate swap agreements | $74.0 | $97.4 | - Total gain on derivative contracts was **$8.5 million** for the three months and **$31.7 million** for the six months ended June 30, 2021, compared to losses in the prior year[101](index=101&type=chunk) [17. Segment Information](index=29&type=section&id=17.%20SEGMENT%20INFORMATION) - The company operates in two reportable segments: Meal Preparation (focused on productivity, efficiency, and cash flow) and Snacking & Beverages (focused on revenue growth and evolving consumer trends)[103](index=103&type=chunk)[104](index=104&type=chunk)[110](index=110&type=chunk) Net Sales to External Customers by Segment (in millions) | Segment | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Meal Preparation | $647.6 | $667.7 | $1,326.1 | $1,341.3 | | Snacking & Beverages | $355.6 | $374.2 | $734.4 | $785.5 | | Total | $1,003.2 | $1,041.9 | $2,060.5 | $2,126.8 | Direct Operating Income by Segment (in millions) | Segment | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Meal Preparation | $65.2 | $102.3 | $145.7 | $188.6 | | Snacking & Beverages | $36.9 | $52.5 | $78.6 | $100.6 | | Total | $102.1 | $154.8 | $224.3 | $289.2 | - Retail grocery remains the largest sales channel, accounting for **$783.9 million** (**78.1%**) of net sales for the three months ended June 30, 2021, though it decreased from **$880.6 million** in the prior year[107](index=107&type=chunk) [Item 2 — Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202%20%E2%80%94%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of the company's financial condition and operational results, covering business overview, recent developments, segment performance, liquidity, and non-GAAP measures [Business Overview](index=31&type=section&id=Business%20Overview) - TreeHouse Foods, Inc. is a leading manufacturer and distributor of private label foods and beverages in North America, with approximately **40 production facilities**[108](index=108&type=chunk) - The company's vision is to be the undisputed solutions leader for custom brands, offering a broad portfolio across snacking, beverages, and meal preparation, including clean label, organic, and preservative-free options[108](index=108&type=chunk) [Recent Developments](index=32&type=section&id=Recent%20Developments) - The company completed the sale of its Ready-to-eat (RTE) Cereal business on June 1, 2021, recognizing an **$18.4 million** pre-tax gain as part of its portfolio optimization strategy[111](index=111&type=chunk) - A debt refinancing was completed on March 26, 2021, extending maturity dates for the Revolving Credit Facility and Term Loans, and refinancing existing Term Loan amounts by **$304.0 million**, which funded the redemption of **$602.9 million** of 2024 Notes[112](index=112&type=chunk) - COVID-19 led to elevated at-home food consumption but temporarily impacted private label demand in retail grocery due to macroeconomic factors like government stimulus; food-away-from-home consumption began to recover in H1 2021[113](index=113&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) [Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020](index=34&type=section&id=Three%20Months%20Ended%20June%2030%2C%202021%20Compared%20to%20Three%20Months%20Ended%20June%2030%2C%202020) - Net sales decreased by **$38.7 million** (**3.7%**) to **$1,003.2 million**, primarily due to a **7.3%** organic net sales decline driven by reduced COVID-19 related retail grocery demand and a shift to branded products[117](index=117&type=chunk)[118](index=118&type=chunk) - Gross profit margin decreased by **1.8 percentage points** to **16.6%**, mainly due to unfavorable fixed cost absorption from lower volume, commodity inflation, and unfavorable channel mix, partially offset by the pasta acquisition[119](index=119&type=chunk) - Operating income decreased from **$25.3 million** to **$4.1 million**, while net income from discontinued operations increased significantly by **$12.5 million** to **$13.6 million** due to the RTE Cereal business sale[116](index=116&type=chunk)[124](index=124&type=chunk) [Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020 — Results by Segment](index=35&type=section&id=Three%20Months%20Ended%20June%2030%2C%202021%20Compared%20to%20Three%20Months%20Ended%20June%2030%2C%202020%20%E2%80%94%20Results%20by%20Segment) - Meal Preparation net sales decreased by **3.0%** (**$20.1 million**) to **$647.6 million**, with organic net sales down **8.6%**, primarily due to reduced retail grocery demand, partially offset by the pasta acquisition and increased food-away-from-home demand[126](index=126&type=chunk)[127](index=127&type=chunk) - Snacking & Beverages net sales decreased by **5.0%** (**$18.6 million**) to **$355.6 million**, with organic net sales also down **5.0%**, mainly due to the lap of significant COVID-19 related retail grocery volume[126](index=126&type=chunk)[129](index=129&type=chunk) - Direct operating income margin for Meal Preparation decreased by **5.2 percentage points**, and for Snacking & Beverages by **3.6 percentage points**, both impacted by commodity/freight inflation and lower volume absorption[128](index=128&type=chunk)[130](index=130&type=chunk) [Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020](index=37&type=section&id=Six%20Months%20Ended%20June%2030%2C%202021%20Compared%20to%20Six%20Months%20Ended%20June%2030%2C%202020) - Net sales decreased by **$66.3 million** (**3.1%**) to **$2,060.5 million**, with organic net sales down **6.2%**, reflecting reduced retail grocery demand and prior year divestitures, partially offset by the pasta acquisition[131](index=131&type=chunk)[132](index=132&type=chunk) - Gross profit margin decreased by **1.2 percentage points** to **16.9%**, impacted by lower volume absorption, commodity inflation, and increased labor/operational costs[133](index=133&type=chunk) - Total other expense decreased significantly by **$95.8 million** to **$21.5 million**, driven by favorable non-cash mark-to-market impacts from hedging activities and lower interest expense, despite a loss on debt extinguishment[135](index=135&type=chunk) [Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020 — Results by Segment](index=38&type=section&id=Six%20Months%20Ended%20June%2030%2C%202021%20Compared%20to%20Six%20Months%20Ended%20June%2030%2C%202020%20%E2%80%94%20Results%20by%20Segment) - Meal Preparation net sales decreased by **1.1%** (**$15.2 million**) to **$1,326.1 million**, with organic net sales down **7.1%**, due to similar factors as the three-month period[140](index=140&type=chunk)[141](index=141&type=chunk) - Snacking & Beverages net sales decreased by **6.5%** (**$51.1 million**) to **$734.4 million**, with organic net sales down **4.4%**, primarily due to the lap of COVID-19 retail grocery volume and prior divestitures[140](index=140&type=chunk)[143](index=143&type=chunk) - Direct operating income margin for Meal Preparation decreased by **3.1 percentage points**, and for Snacking & Beverages by **2.1 percentage points**, both affected by inflation, lower volume, and increased costs[142](index=142&type=chunk)[144](index=144&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) - The company maintains a strong financial position with resources for reinvestment, acquisitions, and capital structure management, utilizing a Receivables Sales Program for liquidity[145](index=145&type=chunk) - As of June 30, 2021, **$706.9 million** was available under the Revolving Credit Facility, and the company is in compliance with all debt covenants[145](index=145&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk) Net Cash Flows (in millions) | Activity | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Operating activities of continuing operations | $(44.0) | $123.3 | | Investing activities of continuing operations | $(48.3) | $(24.6) | | Financing activities of continuing operations | $(333.0) | $(9.1) | | Cash flows from discontinued operations | $78.5 | $0.1 | - Free cash flow from continuing operations was **$(105.7) million** for the six months ended June 30, 2021, a decrease from **$66.7 million** in the prior year, due to lower cash earnings and increased inventory[154](index=154&type=chunk) [Known Trends and Uncertainties](index=43&type=section&id=Known%20Trends%20and%20Uncertainties) - The company faces significant commodity inflation in raw materials, ingredients, packaging, fuel, and energy, including edible oils, wheat, durum, coffee, and oats[161](index=161&type=chunk) - Management attempts to mitigate cost increases by locking in prices and raising prices to customers, but pricing actions may lag cost changes or not fully offset them[161](index=161&type=chunk) [Non-GAAP Measures](index=44&type=section&id=Non-GAAP%20Measures) - The company uses non-GAAP measures like Organic Net Sales, Adjusted Earnings Per Diluted Share, Adjusted Net Income, Adjusted EBIT, and Adjusted EBITDA from continuing operations to provide useful information for investors and management, excluding items affecting comparability[162](index=162&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk)[170](index=170&type=chunk)[171](index=171&type=chunk) Adjusted Diluted EPS from Continuing Operations (Non-GAAP) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Diluted loss per share from continuing operations (GAAP) | $(0.09) | $(0.05) | $(0.09) | $(0.63) | | Adjusted diluted EPS from continuing operations (Non-GAAP) | $0.26 | $0.58 | $0.63 | $0.95 | Adjusted EBITDA from Continuing Operations (Non-GAAP, in millions) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Adjusted EBITDA from continuing operations | $96.7 | $125.6 | $202.9 | $232.2 | | Adjusted EBITDA margin from continuing operations | 9.6% | 12.1% | 9.8% | 10.9% | [Other Commitments and Contingencies](index=49&type=section&id=Other%20Commitments%20and%20Contingencies) - The company has property and casualty risks related to employee health care, workers' compensation, and other casualty losses, as well as contingent liabilities from litigation, investigations, and tax audits[176](index=176&type=chunk) - No material changes to contractual obligations were noted, except for debt refinancing changes disclosed in Note 9[178](index=178&type=chunk) [Recent Accounting Pronouncements](index=49&type=section&id=Recent%20Accounting%20Pronouncements) - Information regarding recent accounting pronouncements is provided in Note 2 to the Condensed Consolidated Financial Statements[179](index=179&type=chunk) [Critical Accounting Policies](index=49&type=section&id=Critical%20Accounting%20Policies) - There were no material changes to the company's critical accounting policies during the three and six months ended June 30, 2021[180](index=180&type=chunk) [Off-Balance Sheet Arrangements](index=49&type=section&id=Off-Balance%20Sheet%20Arrangements) - The company does not have any material off-balance sheet arrangements, other than letters of credit[181](index=181&type=chunk) [Cautionary Statement Regarding Forward Looking Statements](index=49&type=section&id=Cautionary%20Statement%20Regarding%20Forward%20Looking%20Statements) - The report contains forward-looking statements subject to risks and uncertainties, including the impact of COVID-19, indebtedness, supply chain disruptions, commodity costs, competition, and litigation[182](index=182&type=chunk)[184](index=184&type=chunk) - Actual results may vary materially from those anticipated, and the company does not intend to update these statements[184](index=184&type=chunk) [Item 3 — Quantitative and Qualitative Disclosures About Market Risk](index=50&type=section&id=Item%203%20%E2%80%94%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section details the company's market risk exposures and the use of derivative instruments for management, referencing Note 16 and the 2020 Annual Report - The company is exposed to market risks as part of its ongoing business operations and uses derivative instruments to manage these risks[185](index=185&type=chunk) - There have been no significant changes in the company's portfolio of financial instruments or market risk exposures since the 2020 year-end[186](index=186&type=chunk) [Item 4 — Controls and Procedures](index=50&type=section&id=Item%204%20%E2%80%94%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and procedures as of June 30, 2021, noting the exclusion of the pasta acquisition from internal control assessment - Management, with CEO and CFO participation, concluded that disclosure controls and procedures were effective as of June 30, 2021[188](index=188&type=chunk) - The pasta acquisition, completed December 11, 2020, was excluded from the scope of internal control over financial reporting assessment, representing approximately **3.6%** of net sales and **4.8%** of total assets[188](index=188&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2021[189](index=189&type=chunk) [Report of Independent Registered Public Accounting Firm](index=51&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Deloitte & Touche LLP reviewed the interim financial information, finding no material modifications needed for GAAP conformity and confirming the fair statement of the December 31, 2020, balance sheet - Deloitte & Touche LLP reviewed the interim financial information and found no material modifications needed for conformity with GAAP[191](index=191&type=chunk) - The firm expressed an unqualified opinion on the company's consolidated financial statements for the year ended December 31, 2020, and confirmed the fair statement of the December 31, 2020, condensed consolidated balance sheet[192](index=192&type=chunk) [Part II — Other Information](index=52&type=section&id=Part%20II%20%E2%80%94%20Other%20Information) This section covers legal proceedings, risk factors, equity security sales, exhibits, and authorized signatures [Item 1 — Legal Proceedings](index=52&type=section&id=Item%201%20%E2%80%94%20Legal%20Proceedings) This section refers to Note 15 of the Condensed Consolidated Financial Statements for detailed information on legal proceedings - Information on legal proceedings is provided in Note 15 to the Condensed Consolidated Financial Statements[196](index=196&type=chunk) [Item 1A — Risk Factors](index=52&type=section&id=Item%201A%20%E2%80%94%20Risk%20Factors) This section highlights risk factors, including a new material risk regarding shareholder activism, referencing the 2020 Annual Report for comprehensive details - No material changes to risk factors were disclosed from the 2020 Annual Report on Form 10-K, except for the addition of shareholder activism as a new risk[197](index=197&type=chunk) - Shareholder activism could lead to significant expenses, business disruption, diversion of management attention, and adverse impacts on stock price and relationships with stakeholders[198](index=198&type=chunk) [Item 2 — Unregistered Sale of Equity Securities and Use of Proceeds](index=52&type=section&id=Item%202%20%E2%80%94%20Unregistered%20Sale%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's stock repurchase program, authorized for up to **$400 million**, and reports common stock repurchases during Q2 2021 - The Board of Directors authorized a stock repurchase program for up to **$400 million** of common stock, with an annual discretionary cap of **$150 million**[199](index=199&type=chunk) Common Stock Repurchases (Q2 2021) | Period | Weighted Average Price Paid per Share | Total Number of Shares Purchased (millions) | Approximate Dollar Value of Maximum Number of Shares that may not yet be Purchased under the Program (millions) | | :-------------------------- | :------------------------------------ | :------------------------------------------ | :---------------------------------------------------------------------------------------------------------------- | | May 1 through May 31, 2021 | $50.88 | 0.5 | $266.7 | | For the Quarter Ended June 30, 2021 | $50.88 | 0.5 | $266.7 | - For the quarter ended June 30, 2021, the company repurchased approximately **0.5 million shares** of common stock for a total of **$25.0 million**[200](index=200&type=chunk) [Item 6 — Exhibits](index=53&type=section&id=Item%206%20%E2%80%94%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including agreements, awareness letters, certifications, and XBRL data files - Exhibits include agreements with Thomas E. O'Neill, an awareness letter from Deloitte & Touche LLP, a list of Guarantor Subsidiaries, and certifications from the CEO and CFO[201](index=201&type=chunk) - XBRL Instance Document and other XBRL Taxonomy Extension documents are also filed[203](index=203&type=chunk) [Signatures](index=54&type=section&id=Signatures) This section contains the signatures of authorized officers, William J. Kelley Jr. and Patrick M. O'Donnell, certifying the report filing - The report is signed by William J. Kelley Jr., Executive Vice President and Chief Financial Officer, and Patrick M. O'Donnell, Vice President, Corporate Controller, and Principal Accounting Officer, on August 5, 2021[204](index=204&type=chunk)[206](index=206&type=chunk)

Q2 2021 RESULTS AND OUTLOOK Steve Oakland, CEO and President Bill Kelley, EVP and CFO August 5, 2021 FORWARD LOOKING STATEMENTS 2 From time to time, we and our representatives may provide information, whether orally or in writing, which are deemed to be "forward- looking" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Litigation Reform Act"). These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using information c ...

Financial Data and Key Metrics Changes - The company's Q1 2021 revenue was $1.06 billion, a decline of 2.5% from the previous year, with an estimated $66 million impact from last year's pandemic-related pantry loading [13][19] - Adjusted EBITDA margins improved by 20 basis points year-over-year, while adjusted EPS remained flat at $0.36 [13][19] - The financial leverage ratio at the end of the quarter was 3.6 times, with a target range of 3 to 3.5 times [26][27] Business Line Data and Key Metrics Changes - Meal Prep net sales grew by 0.7% compared to Q1 2020, driven by the Riviana acquisition, while Snacking & Beverages declined by 7.9% due to pantry stocking comparisons and the sale of two in-store bakery plants [22][23] - Retail sales in unmeasured channels continued to outpace measured channels, indicating strong performance in key club, value, and online retailers [23][24] Market Data and Key Metrics Changes - Year-over-year comparisons for retail consumption showed total edibles grew by 14% and private label grew by 13% in measured channels [16] - The away-from-home sector began to recover as restrictions eased, positively impacting the foodservice business [16][19] Company Strategy and Development Direction - The company is focused on building depth in growth engine categories, which represent about 40% of the portfolio, while cash engine businesses also comprise 40% [14][15] - The company aims to drive organic growth and improve operational capabilities, with plans for M&A to enhance growth in key categories [12][14] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in maintaining full-year guidance despite inflationary pressures and challenges from commodity costs [19][20] - The company is taking actions to address inflation through pricing adjustments and operational efficiencies [20][28] Other Important Information - The company is actively marketing its ready-to-eat cereal business for sale, with increased activity as the market opens up [85][86] - Investments in commercial capabilities are expected to total $75 million in 2021, aimed at enhancing supply chain and customer relationships [33][39] Q&A Session Summary Question: Market share performance of private label relative to national brands - Management acknowledged that national brands have performed well, but private label continues to gain share in unmeasured channels, indicating confidence in future performance [46][48] Question: Update on customer mix optimization - Management stated that the customer mix is solid, with a focus on serving customers that offer the best opportunities for private label growth [50][51] Question: Pricing discussions with customers - Management reported that pricing discussions are progressing well, with soybean oil pricing locked in and volume forecasts established with customers [57][59] Question: Control over promotional spending and productivity savings - Management confirmed that Lean programs are in place to manage costs effectively, and they anticipate some savings from growth initiatives [68][69] Question: Service levels and shelf space rebuilding - Management indicated that service levels have been restored, and they have successfully brought back assortment on shelves, although some categories are still recovering from weather impacts [70][71] Question: Visibility on volume in the back half of the year - Management expressed confidence in visibility on volume due to the integration of Riviana and expected synergies, which will contribute positively in the back half [76][78] Question: M&A strategy and potential divestments - Management noted that there will be opportunities for M&A as the market opens up post-pandemic, and they are reviewing categories for potential divestments [80][81] Question: Update on the ready-to-eat cereal business sale - Management confirmed that they are actively marketing the RTE business and remain optimistic about completing the sale [85][86] Question: Pricing power and guidance for the year - Management reiterated confidence in their pricing power and the ability to recoup costs, reflected in their guidance for the year [95][96]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2021. or Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) h ...

Q1 2021 RESULTS AND OUTLOOK S t e v e O a k l a n d , C E O a n d P r e s i d e n t B i l l K e l l e y , E V P a n d C F O M a y 6 , 2 0 2 1 FORWARD LOOKING STATEMENTS 2 From time to time, we and our representatives may provide information, whether orally or in writing, which are deemed to be "forward-looking" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Litigation Reform Act"). These forward-looking statements and other information are based on our beliefs as well as as ...

TREEHOUSE FOODS C O N S U M E R A N A L Y S T G R O U P O F N E W Y O R K C O N F E R E N C E F E B R U A R Y 1 8 , 2 0 2 1 FORWARD LOOKING STATEMENTS From time to time, we and our representatives may provide information, whether orally or in writing are deemed to be "forward-looking" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Litigation Reform Act"). These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using ...

Part I [Business](index=5&type=section&id=Item%201.%20Business) TreeHouse Foods is a leading North American private label food and beverage manufacturer, operating in two segments and focused on strategic growth and customer concentration - TreeHouse is a leading manufacturer and distributor of private label packaged foods and beverages in North America with approximately **40** production facilities[14](index=14&type=chunk) - The company's four-point enterprise strategy includes: Commercial Excellence, Operational Excellence, Optimized Portfolio, and People & Talent[17](index=17&type=chunk)[18](index=18&type=chunk) - Effective January 1, 2020, the company reorganized into two reportable segments: Meal Preparation and Snacking & Beverages[22](index=22&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk) - In 2020, the company acquired the majority of the U.S. branded pasta portfolio from Riviana Foods and sold two of its In-Store Bakery facilities[19](index=19&type=chunk)[20](index=20&type=chunk) Customer Concentration (FY 2020) | Customer Group | Percentage of Consolidated Net Sales | | :--- | :--- | | Ten Largest Customers | **58.5%** | | Walmart Inc. and affiliates | **23.9%** | - As of December 31, 2020, the company had approximately **10,900** full-time employees, with about **2,400** being union members[50](index=50&type=chunk) [Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) The company faces multiple risks including pandemic disruptions, intense competition, customer concentration, supply chain issues, high indebtedness, and restructuring challenges - The COVID-19 pandemic poses risks of workforce and facility shutdowns, decreased demand in the food-away-from-home channel, and supply chain disruptions[54](index=54&type=chunk)[55](index=55&type=chunk) - The company is highly dependent on a limited number of customers, with the ten largest accounting for **58.5%** of net sales in 2020. The loss of a significant customer could adversely affect results[60](index=60&type=chunk) - The company's ability to manufacture and sell products is subject to supply chain disruptions from weather, natural disasters, pandemics, strikes, or other factors[64](index=64&type=chunk) - As of December 31, 2020, the company had **$2,233.0 million** of outstanding indebtedness. This leverage could limit management's flexibility and ability to service debt[83](index=83&type=chunk) - Agreements governing indebtedness contain restrictive covenants, including maintaining a specific consolidated net leverage ratio, which may limit operational and financial flexibility[84](index=84&type=chunk)[85](index=85&type=chunk) - The company faces risks from its restructuring plans, such as TreeHouse 2020 and Structure to Win, which may not yield anticipated benefits and could divert management resources. Restructuring costs in 2020 were approximately **$73.2 million**[93](index=93&type=chunk) [Unresolved Staff Comments](index=19&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that there are no unresolved staff comments - None[94](index=94&type=chunk) [Properties](index=20&type=section&id=Item%202.%20Properties) As of December 31, 2020, the company operates numerous production facilities across the United States, Canada, and Italy, the majority of which are owned - The company operates production facilities, most of which it owns, across North America and Italy. It leases its principal executive offices in Oak Brook, Illinois[96](index=96&type=chunk) - Facilities are listed by their segment (Meal Preparation or Snacking & Beverages) and the principal products they produce[96](index=96&type=chunk) - Facilities in Sparks, Nevada and Lancaster, Ohio, related to the Ready-to-eat (RTE) Cereal business, are classified as discontinued operations and excluded from the main property list[98](index=98&type=chunk) [Legal Proceedings](index=20&type=section&id=Item%203.%20Legal%20Proceedings) Information regarding the company's legal proceedings is detailed in Note 19 to the Consolidated Financial Statements - Refer to Note 19 of the Consolidated Financial Statements for details on legal proceedings[99](index=99&type=chunk) [Mine Safety Disclosures](index=21&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[100](index=100&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=21&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on the NYSE, with no cash dividends paid, and an active stock repurchase program with $291.7 million remaining as of Q4 2020 - The company's common stock is traded on the New York Stock Exchange under the symbol "THS"[102](index=102&type=chunk) - The company has not paid any cash dividends and anticipates retaining earnings for business development for the foreseeable future[103](index=103&type=chunk) Q4 2020 Stock Repurchase Activity | Period | Total Shares Purchased (millions) | Weighted Average Price Paid per Share | Total Cost (millions) | Approx. Value Remaining for Purchase (millions) | | :--- | :--- | :--- | :--- | :--- | | Q4 2020 | **0.6** | **$38.64** | **$25.0** | **$291.7** | [Selected Financial Data](index=24&type=section&id=Item%206.%20Selected%20Financial%20Data) This section presents five years of selected financial data, highlighting net sales, operating income, and cash flow, with retrospective adjustments for inventory and discontinued operations Selected Financial Data (2018-2020) | Metric (In millions, except per share data) | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Operating Data** | | | | | Net sales | **$4,349.7** | **$4,288.9** | **$4,587.8** | | Operating income (loss) | **$149.1** | **$(16.1)** | **$83.4** | | Net income (loss) from continuing operations | **$49.2** | **$(110.3)** | **$(46.2)** | | Net income (loss) | **$13.8** | **$(361.0)** | **$(64.4)** | | Earnings (loss) per diluted share | **$0.24** | **$(6.42)** | **$(1.15)** | | **Balance Sheet Data (at end of period)** | | | | | Total assets | **$5,485.7** | **$5,139.4** | **$5,629.3** | | Long-term debt, excluding current portion | **$2,199.0** | **$2,091.7** | **$2,297.4** | | **Cash Flow Data** | | | | | Net cash provided by operating activities | **$416.7** | **$307.7** | **$505.8** | - The company changed its inventory valuation method for Pickles from LIFO to FIFO, applying the change retrospectively. Additionally, the Snacks division and RTE Cereal business were classified as discontinued operations, with prior periods recast accordingly[113](index=113&type=chunk)[114](index=114&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion covers recent developments, operational results, liquidity, and critical accounting policies, including a pasta acquisition, debt refinancing, and COVID-19 impacts [Recent Developments](index=25&type=section&id=Recent%20Developments) In 2020, the company acquired a pasta business, refinanced debt, managed COVID-19 impacts on retail and food-away-from-home channels, and reorganized into two reporting segments - On December 11, 2020, the company acquired the majority of the U.S. branded pasta portfolio from Riviana Foods for approximately **$239.2 million** in cash[119](index=119&type=chunk) - On September 9, 2020, the company issued **$500 million** of **4.0%** notes due 2028 and used the proceeds to redeem all of its outstanding 2022 Notes[120](index=120&type=chunk) - The COVID-19 pandemic led to a shift in consumer habits towards more food-at-home, which favorably impacted the retail grocery business (approx. **80%** of net sales) but negatively impacted the food-away-from-home channel[123](index=123&type=chunk) - Effective January 1, 2020, the company reorganized from a three-segment structure to a two-segment structure: Meal Preparation and Snacking & Beverages[126](index=126&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) Consolidated net sales increased 1.4% in 2020 due to 2.7% organic growth, leading to a significant operating income turnaround from a prior-year loss, primarily due to the absence of impairment charges Consolidated Net Sales Change (2020 vs. 2019) | Component | Change (in millions) | Change (%) | | :--- | :--- | :--- | | 2019 Net Sales | **$4,288.9** | | | Volume/mix (organic) | **$115.5** | **2.7%** | | Divestitures | **$(59.4)** | **(1.4%)** | | Acquisition | **$11.6** | **0.3%** | | **2020 Net Sales** | **$4,349.7** | **1.4%** | Operating Income (Loss) Comparison (2018-2020) | Year | Operating Income (Loss) (in millions) | As % of Net Sales | | :--- | :--- | :--- | | 2020 | **$149.1** | **3.5%** | | 2019 | **$(16.1)** | **(0.4%)** | | 2018 | **$83.4** | **1.8%** | - The decrease in total operating expenses in 2020 compared to 2019 was primarily due to non-recurring impairment charges of **$129.1 million** in 2019[131](index=131&type=chunk) - Net loss from discontinued operations decreased to **$35.4 million** in 2020 from **$250.7 million** in 2019, mainly due to a large non-recurring impairment charge and loss on sale of the Snacks division in 2019[136](index=136&type=chunk) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with $364.6 million in cash and $727.1 million credit facility availability, driven by increased operating cash flow and strategic debt management, including a partial $200.0 million 2024 Notes redemption Cash Flow Summary (Continuing Operations) | Cash Flow Activity (In millions) | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | **$403.6** | **$263.9** | **$472.1** | | Net Cash from Investing Activities | **$(330.4)** | **$(139.3)** | **$(142.4)** | | Net Cash from Financing Activities | **$74.0** | **$(206.9)** | **$(311.0)** | - As of December 31, 2020, the company had approximately **$727.1 million** available under its Revolving Credit Facility[157](index=157&type=chunk) - The company utilized provisions of the CARES Act, deferring **$22.8 million** in payroll taxes and receiving a **$71.4 million** tax refund related to net operating loss carrybacks[158](index=158&type=chunk) - On January 15, 2021, the company issued a notice to redeem **$200.0 million** of its **6.000%** Senior Notes due 2024, funded with available cash[159](index=159&type=chunk) Contractual Obligations Summary (as of Dec 31, 2020) | Obligation (In millions) | Total | Due in 1 Year | Due in 2-3 Years | Due in 4-5 Years | More Than 5 Years | | :--- | :--- | :--- | :--- | :--- | :--- | | Debt obligations | **$2,228.9** | **$14.0** | **$673.6** | **$1,041.3** | **$500.0** | | Debt interest payments | **$326.5** | **$76.0** | **$142.3** | **$68.2** | **$40.0** | | Operating leases | **$214.2** | **$40.2** | **$62.1** | **$36.5** | **$75.4** | | Purchase obligations | **$686.9** | **$596.1** | **$83.4** | **$6.0** | **$1.4** | [Critical Accounting Policies](index=41&type=section&id=Critical%20Accounting%20Policies) Critical accounting policies involve significant judgment, including goodwill and intangible asset impairment tests, purchase price allocation, income tax accounting, and employee benefit plan costs - Goodwill and indefinite-lived intangible assets totaled **$2.2 billion** and **$22.4 million**, respectively, as of December 31, 2020. The annual impairment test did not result in an impairment, with all three reporting units having fair values substantially in excess (**68%** to **122%**) of their carrying values[206](index=206&type=chunk)[208](index=208&type=chunk) - The fair value of one trademark with a book value of **$16.4 million** exceeds its book value by only **12%**, indicating potential risk of future impairment if revenue and profit expectations are not met[209](index=209&type=chunk) - Purchase price allocation for acquisitions requires significant estimates for the fair value of assets and liabilities, impacting the amount of goodwill recorded[210](index=210&type=chunk) - Accounting for income taxes involves judgments on deferred tax assets and liabilities, valuation allowances, and uncertain tax positions[211](index=211&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=48&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages market risks from interest rate fluctuations, commodity price volatility, and foreign currency exchange rates through various hedging strategies and contracts - The company uses interest rate swaps to manage exposure on its variable-rate debt. As of Dec 31, 2020, **$875.0 million** of debt was covered by swaps. A **1%** change in interest rates would impact annual interest expense by approximately **$2.5 million** after considering the swaps[238](index=238&type=chunk)[239](index=239&type=chunk) - The company is exposed to commodity price risk for key ingredients and packaging. A hypothetical **10%** change in commodity prices would impact the fair value of its derivative portfolio by **$50.6 million**[240](index=240&type=chunk) - Foreign currency risk is managed using foreign currency contracts. As of Dec 31, 2020, the company had **$7.7 million** of such contracts outstanding, and a **10%** movement in exchange rates would not have a material impact[245](index=245&type=chunk) [Financial Statements and Supplementary Data](index=50&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section includes the audited consolidated financial statements and independent auditor's report, detailing financial position, performance, cash flows, and key accounting notes [Report of Independent Registered Public Accounting Firm](index=51&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Deloitte & Touche LLP issued unqualified opinions on financial statements and internal controls, identifying the valuation of acquired intangible assets as a critical audit matter - The auditor, Deloitte & Touche LLP, issued an unqualified opinion, stating the financial statements are presented fairly in conformity with U.S. GAAP[249](index=249&type=chunk) - An unqualified opinion was also issued on the company's internal control over financial reporting as of December 31, 2020[250](index=250&type=chunk) - The valuation of acquired intangible assets (customer relationships and trade names) from the Riviana pasta acquisition was identified as a Critical Audit Matter due to the significant and subjective management assumptions required[255](index=255&type=chunk)[257](index=257&type=chunk) [Consolidated Financial Statements](index=53&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements present the company's financial position, performance, and cash flows, showing total assets of $5.49 billion and net income of $13.8 million in 2020 Consolidated Balance Sheet Highlights (as of Dec 31, 2020) | Account (In millions) | Amount | | :--- | :--- | | Total Current Assets | **$1,428.8** | | Total Assets | **$5,485.7** | | Total Current Liabilities | **$990.7** | | Long-term Debt | **$2,199.0** | | Total Liabilities | **$3,620.7** | | Total Stockholders' Equity | **$1,865.0** | Consolidated Statement of Operations Highlights (Year Ended Dec 31, 2020) | Account (In millions) | Amount | | :--- | :--- | | Net Sales | **$4,349.7** | | Gross Profit | **$802.2** | | Operating Income | **$149.1** | | Net Income from Continuing Operations | **$49.2** | | Net Income | **$13.8** | Consolidated Statement of Cash Flows Highlights (Year Ended Dec 31, 2020) | Account (In millions) | Amount | | :--- | :--- | | Net cash provided by operating activities | **$416.7** | | Net cash used in investing activities | **$(332.4)** | | Net cash provided by financing activities | **$74.0** | | Net increase in cash and cash equivalents | **$162.3** | [Notes to Consolidated Financial Statements](index=60&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies and financial data, including restructuring costs, the pasta acquisition, discontinued operations, debt structure, and customer concentration - The TreeHouse 2020 and Structure to Win restructuring programs were completed in 2020, incurring cumulative costs of **$299.8 million** and **$92.7 million**, respectively[311](index=311&type=chunk)[313](index=313&type=chunk)[317](index=317&type=chunk) - The acquisition of the Riviana pasta business for **$239.2 million** resulted in the preliminary recognition of **$113.3 million** in intangible assets and **$57.8 million** in goodwill[342](index=342&type=chunk)[344](index=344&type=chunk) - The Ready-to-eat (RTE) Cereal business remains classified as a discontinued operation, with an additional impairment charge of **$51.2 million** recognized in 2020[355](index=355&type=chunk) - Total outstanding debt as of Dec 31, 2020 was **$2.23 billion**, consisting of Term Loans and Senior Notes. The Credit Agreement requires maintaining a consolidated net leverage ratio no greater than **4.50** to **1.0**[401](index=401&type=chunk)[409](index=409&type=chunk) - Walmart Inc. and its affiliates accounted for **23.9%** of consolidated net sales from continuing operations in 2020. No other customer exceeded **10%**[516](index=516&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=103&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[526](index=526&type=chunk) [Controls and Procedures](index=103&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that as of December 31, 2020, the company's disclosure controls and procedures were effective - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2020[527](index=527&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2020[529](index=529&type=chunk) - The assessment of internal control over financial reporting excluded the recently acquired pasta business from Riviana Foods, which represented **0.3%** of net sales and **4.5%** of total assets for the year ended December 31, 2020[529](index=529&type=chunk)[537](index=537&type=chunk) [Other Information](index=103&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[532](index=532&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=106&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information required for this item, including details about directors, executive officers, the audit committee, and the code of ethics, is incorporated by reference from the company's 2021 Proxy Statement - Information regarding directors, executive officers, corporate governance, and the code of ethics is incorporated by reference from the definitive Proxy Statement for the 2021 Annual Meeting of Stockholders[544](index=544&type=chunk)[545](index=545&type=chunk)[546](index=546&type=chunk) [Executive Compensation](index=106&type=section&id=Item%2011.%20Executive%20Compensation) Information required for this item, including the Compensation Discussion and Analysis and details on executive compensation, is incorporated by reference from the company's 2021 Proxy Statement - Information regarding executive compensation is incorporated by reference from the 2021 Proxy Statement[547](index=547&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=107&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section provides information on equity compensation plans, with 2.7 million securities to be issued and 4.1 million available, and incorporates security ownership details by reference Equity Compensation Plan Information (as of Dec 31, 2020) | Plan Category | Securities to be Issued Upon Exercise (millions) | Securities Remaining Available for Future Issuance (millions) | | :--- | :--- | :--- | | Equity compensation plans approved by security holders | **2.7** | **4.1** | | Equity compensation plans not approved by security holders | **0** | **0** | | **Total** | **2.7** | **4.1** | - Information regarding security ownership of certain beneficial owners and management is incorporated by reference from the 2021 Proxy Statement[549](index=549&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=107&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information required for this item, concerning related party transactions and director independence, is incorporated by reference from the company's 2021 Proxy Statement - Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the 2021 Proxy Statement[550](index=550&type=chunk) [Principal Accountant Fees and Services](index=107&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information required for this item, detailing fees and services provided by the principal accountant, is incorporated by reference from the company's 2021 Proxy Statement - Information regarding principal accountant fees and services is incorporated by reference from the 2021 Proxy Statement[551](index=551&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=108&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all financial statements, financial statement schedules, and a comprehensive list of exhibits filed as part of the Form 10-K - This section lists all financial statements, financial statement schedules (Schedule II), and exhibits filed with the Form 10-K[553](index=553&type=chunk)[554](index=554&type=chunk) [Form 10-K Summary](index=109&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - Not applicable[556](index=556&type=chunk)

Steve Oakland, CEO & President Bill Kelley, EVP & CFO FEBRUARY 11, 2021 Q4 2020 RESULTS AND OUTLOOK FORWARD LOOKING STATEMENTS From time to time, we and our representatives may provide information, whether orally or in writing, which are deemed to be "forwardlooking" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Litigation Reform Act"). These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using information curren ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2020. or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number 001-32504 TreeHouse Foods, Inc. (Exact name of the registrant as specified in its charter) | Delaware | | | 20-2311383 | | --- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2020. or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Washington, D.C. 20549 Form 10-Q (Mark One) | Large accelerated filer | ☒ | Accelerated filer | ☐ | | --- | --- | --- | --- | | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | | (Do not c ...