TreeHouse(THS) - 2021 Q2 - Quarterly Report

Part I — Financial Information This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis for TreeHouse Foods, Inc Item 1 — Financial Statements (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 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] - 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] Condensed Consolidated Statements of Operations 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] - 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] Condensed Consolidated Statements of Comprehensive Income (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] Condensed Consolidated Statements of Stockholders' Equity - Total stockholders' equity decreased slightly from $1,865.0 million at January 1, 2021, to $1,858.5 million at June 30, 2021[17] - The company repurchased $25.0 million of treasury stock during the six months ended June 30, 2021[17] - 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] Condensed Consolidated Statements of Cash Flows 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] - 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] - Financing activities used $333.0 million, primarily due to debt redemption and common stock repurchases[20] Notes to Condensed Consolidated Financial Statements 1. Basis of Presentation - 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] - Preparation requires management judgment, estimates, and assumptions that affect reported amounts, and actual results may differ[26] 2. Recent Accounting Pronouncements - 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] 3. Growth, Reinvestment, and Restructuring Programs - 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][30][31][32][33] 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] 4. Receivables Sales Program - 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] 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] 5. Inventories 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] 6. Acquisitions and Divestitures 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] - 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][44] - Goodwill of $60.2 million was allocated to the Meal Preparation segment, driven by expansion opportunities and plant operation synergies[44] Discontinued Operations - 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] - The RTE Cereal business was classified as a discontinued operation, and its sale is part of the company's portfolio optimization strategy[48][50] 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 - 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] 7. Goodwill and Intangible Assets 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] 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 - 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] - 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] 9. Long-Term Debt 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] - 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] - 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][64] 10. Stockholders' Equity - 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] - 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] 11. Earnings Per Share 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] 12. Stock-Based Compensation - 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] - Future compensation costs for restricted stock units are approximately $29.7 million, to be recognized over 2.1 years[72] - Future compensation costs for performance units are estimated at $13.3 million, to be recognized over 1.7 years[76] 13. Accumulated Other Comprehensive Loss 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] 14. Employee Retirement and Postretirement Benefits 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] - 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] 15. Commitments and Contingencies - 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][87] - 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] - 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] 16. Derivative Instruments - 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] - 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][94][97] 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] 17. Segment Information - 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][104][110] 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] Item 2 — Management's Discussion and Analysis of Financial Condition and Results of Operations 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 - TreeHouse Foods, Inc. is a leading manufacturer and distributor of private label foods and beverages in North America, with approximately 40 production facilities[108] - 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] Recent Developments - 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] - 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] - 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] Results of Operations Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020 - 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][118] - 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] - 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][124] Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020 — Results by Segment - 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][127] - 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][129] - 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][130] Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020 - 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][132] - 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] - 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] Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020 — Results by Segment - 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][141] - 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][143] - 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][144] Liquidity and Capital Resources - The company maintains a strong financial position with resources for reinvestment, acquisitions, and capital structure management, utilizing a Receivables Sales Program for liquidity[145] - 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][156][157] 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] Known Trends and Uncertainties - The company faces significant commodity inflation in raw materials, ingredients, packaging, fuel, and energy, including edible oils, wheat, durum, coffee, and oats[161] - 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] Non-GAAP Measures - 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][164][165][170][171] 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 - 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] - No material changes to contractual obligations were noted, except for debt refinancing changes disclosed in Note 9[178] Recent Accounting Pronouncements - Information regarding recent accounting pronouncements is provided in Note 2 to the Condensed Consolidated Financial Statements[179] Critical Accounting Policies - There were no material changes to the company's critical accounting policies during the three and six months ended June 30, 2021[180] Off-Balance Sheet Arrangements - The company does not have any material off-balance sheet arrangements, other than letters of credit[181] Cautionary Statement Regarding Forward Looking Statements - 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][184] - Actual results may vary materially from those anticipated, and the company does not intend to update these statements[184] Item 3 — Quantitative and Qualitative Disclosures About Market Risk 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] - There have been no significant changes in the company's portfolio of financial instruments or market risk exposures since the 2020 year-end[186] Item 4 — Controls and Procedures 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] - 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] - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2021[189] Report of Independent Registered Public Accounting Firm 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] - 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] Part II — Other Information This section covers legal proceedings, risk factors, equity security sales, exhibits, and authorized signatures Item 1 — Legal Proceedings 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] Item 1A — Risk Factors 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] - Shareholder activism could lead to significant expenses, business disruption, diversion of management attention, and adverse impacts on stock price and relationships with stakeholders[198] Item 2 — Unregistered Sale of Equity Securities and Use of Proceeds 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] 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] Item 6 — Exhibits 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] - XBRL Instance Document and other XBRL Taxonomy Extension documents are also filed[203] 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][206]