PINNACLE FOODS INC., 10-Q filed on 8/2/2018
Quarterly Report
v3.10.0.1
Document and Entity Information - shares
6 Months Ended
Jul. 01, 2018
Jul. 30, 2018
Document And Entity Information [Abstract]    
Entity Registrant Name Pinnacle Foods Inc.  
Entity Central Index Key 0001564822  
Current Fiscal Year End Date --12-30  
Entity Filer Category Large Accelerated Filer  
Document Type 10-Q  
Document Period End Date Jul. 01, 2018  
Document Fiscal Year Focus 2018  
Document Fiscal Period Focus Q2  
Amendment Flag false  
Entity Common Stock, Shares Outstanding   119,185,812
v3.10.0.1
Consolidated Statements of Operations (unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 01, 2018
Jun. 25, 2017
Jul. 01, 2018
Jun. 25, 2017
Income Statement [Abstract]        
Net sales $ 741,761 $ 744,608 $ 1,520,593 $ 1,510,682
Cost of products sold 530,299 580,681 1,102,701 1,136,182
Gross profit 211,462 163,927 417,892 374,500
Operating expenses        
Marketing and selling expenses 50,617 49,470 99,844 105,064
Administrative expenses 35,368 33,630 70,042 69,641
Research and development expenses 4,786 4,580 9,550 8,601
Tradename impairment charges 0 27,430 0 27,430
Other expense, net 17,445 5,288 20,310 9,518
Total operating (income) expenses 108,216 120,398 199,746 220,254
Operating income 103,246 43,529 218,146 154,246
Non-operating income 802 491 1,603 982
Earnings before interest and taxes 104,048 44,020 219,749 155,228
Interest expense 30,184 28,507 72,078 109,238
Interest income 16 13 228 28
Earnings before income taxes 73,880 15,526 147,899 46,018
Provision (benefit) for income taxes 17,624 (3,092) 34,729 4,251
Net earnings 56,256 18,618 113,170 41,767
Less: Net (loss) earnings attributable to non-controlling interest (61) (51) (61) 172
Net earnings attributable to Pinnacle Foods, Inc. and subsidiaries common shareholders $ 56,317 $ 18,669 $ 113,231 $ 41,595
Net earnings per share attributable to Pinnacle Foods, Inc. and subsidiaries common shareholders:        
Basic (in dollars per share) $ 0.47 $ 0.16 $ 0.95 $ 0.35
Weighted average shares outstanding- basic (in shares) 118,773,942 118,114,090 118,635,078 117,868,921
Diluted (in dollars per share) $ 0.47 $ 0.16 $ 0.94 $ 0.35
Weighted average shares outstanding- diluted (in shares) 119,948,321 119,606,829 119,880,526 119,469,188
Dividends declared (in dollars per share) $ 0.325000 $ 0.285000 $ 0.65000 $ 0.57000
v3.10.0.1
Consolidated Statements of Comprehensive Earnings (unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 01, 2018
Jun. 25, 2017
Jul. 01, 2018
Jun. 25, 2017
Statement of Comprehensive Income [Abstract]        
Net earnings $ 56,256 $ 18,618 $ 113,170 $ 41,767
Foreign currency translation:        
Foreign currency translation adjustments, Pre-tax amount (1,663) 652 (3,841) 1,765
Foreign currency translation adjustments, Tax (expense) benefit 0 0 0 0
Foreign currency translation adjustments, After-tax amount (1,663) 652 (3,841) 1,765
Cash-flow hedges:        
Unrealized gains (losses) arising during the period, Pre-tax amount 8,053 (5,147) 21,658 (4,652)
Unrealized gains (losses) arising during the period, Tax (expense) benefit (2,119) 1,973 (5,583) 1,781
Unrealized gains (losses) arising during the period, After-tax amount 5,934 (3,174) 16,075 (2,871)
Reclassification adjustment for (gains) losses included in net earnings, Pre-tax amount (1,227) (278) (1,298) 21,597
Reclassification adjustment for (gains) losses included in net earnings, Tax (expense) benefit 314 106 331 (8,245)
Reclassification adjustment for (gains) losses included in net earnings, After-tax amount (913) (172) (967) 13,352
Pension:        
Reclassification of net actuarial loss included in net earnings, Pre-tax amount 217 309 476 578
Reclassification of net actuarial loss included in net earnings, Tax (expense) benefit (54) (119) (118) (221)
Reclassification of net actuarial loss included in net earnings, After-tax amount 163 190 358 357
Other comprehensive earnings (loss), Pre-tax amount 5,380 (4,464) 16,995 19,288
Other comprehensive earnings (loss), Tax (expense) benefit (1,859) 1,960 (5,370) (6,685)
Net current period other comprehensive (loss)/income 3,521 (2,504) 11,625 12,603
Total comprehensive earnings 59,777 16,114 124,795 54,370
Less: Comprehensive earnings attributable to non-controlling interest (61) (51) (61) 172
Comprehensive earnings attributable to Pinnacle Foods Inc. and Subsidiaries $ 59,838 $ 16,165 $ 124,856 $ 54,198
v3.10.0.1
Consolidated Balance Sheets (unaudited) - USD ($)
$ in Thousands
Jul. 01, 2018
Dec. 31, 2017
Current assets:    
Cash and cash equivalents $ 80,431 $ 249,828
Accounts receivable, net of allowances of $9,584 and $10,036, respectively 264,358 281,622
Inventories 507,937 489,806
Other current assets 15,889 11,061
Total current assets 868,615 1,032,317
Plant assets, net of accumulated depreciation of $566,121 and $566,202, respectively 754,114 739,713
Tradenames 2,463,172 2,463,374
Other assets, net 173,971 164,899
Goodwill 2,175,290 2,177,961
Total assets 6,435,162 6,578,264
Current liabilities:    
Short-term borrowings 1,842 2,739
Current portion of long-term obligations 54,126 33,934
Accounts payable 329,035 323,062
Accrued trade marketing expense 32,113 38,975
Accrued liabilities 119,945 122,131
Dividends payable 40,066 40,470
Total current liabilities 577,127 561,311
Long-term debt 2,703,917 2,925,594
Pension and other postretirement benefits 50,134 53,251
Other long-term liabilities 28,662 34,037
Deferred tax liabilities 643,792 623,833
Total liabilities 4,003,632 4,198,026
Commitments and contingencies (Note 15)
Shareholders' equity:    
Pinnacle preferred stock: $.01 per share, 50,000,000 shares authorized, none issued 0 0
Pinnacle common stock: par value $.01 per share, 500,000,000 shares authorized; issued 120,184,208 and 120,018,215, respectively 1,202 1,200
Additional paid-in-capital 1,457,492 1,453,054
Retained earnings 1,027,855 987,238
Accumulated other comprehensive loss (23,954) (30,250)
Capital stock in treasury, at cost, 1,000,000 common shares (32,110) (32,110)
Total Pinnacle Foods Inc. and subsidiaries shareholders' equity 2,430,485 2,379,132
Non-controlling interest 1,045 1,106
Total Equity 2,431,530 2,380,238
Total liabilities and equity $ 6,435,162 $ 6,578,264
v3.10.0.1
Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($)
$ in Thousands
Jul. 01, 2018
Dec. 31, 2017
Statement of Financial Position [Abstract]    
Accounts receivable, allowance $ 9,584 $ 10,036
Plant assets, accumulated depreciation $ 566,121 $ 566,202
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 50,000,000 50,000,000
Preferred stock, shares issued (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 500,000,000 500,000,000
Common stock, shares issued (in shares) 120,184,208 120,018,215
Treasury shares (in shares) 1,000,000 1,000,000
v3.10.0.1
Consolidated Statements of Cash Flows (unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jul. 01, 2018
Jun. 25, 2017
Cash flows from operating activities    
Net earnings $ 113,170 $ 41,767
Non-cash charges (credits) to net earnings    
Depreciation and amortization 54,251 80,899
Intangible asset impairment charge 0 27,430
Amortization of debt acquisition costs and discount on term loan 1,612 2,597
Call premium on note redemptions 4,267 0
Recognition of deferred costs related to refinancing 12,681 28,494
Change in value of financial instruments, including amounts reclassified from Accumulated Other Comprehensive Loss from settlement of hedges 1,078 25,043
Equity-based compensation charges 9,979 9,656
Pension expense, net of contributions (2,641) (1,136)
Other long-term liabilities (6,331) (1,193)
Foreign exchange losses/(gains) 894 (398)
Deferred income taxes 12,348 (5,780)
Changes in working capital    
Other liabilities - cash settlement of hedges related to refinancing 0 (20,722)
Accounts receivable 16,851 11,777
Inventories (19,056) (31,745)
Accrued trade marketing expense (6,973) (17,748)
Accounts payable 20,870 35,379
Accrued liabilities 1,091 (53,991)
Other current assets 659 (9,981)
Net cash provided by operating activities 214,750 120,348
Cash flows from investing activities    
Capital expenditures (60,333) (49,355)
Proceeds from sale of plant assets 0 1,947
Other investing 608 0
Net cash used in investing activities (59,725) (47,408)
Cash flows from financing activities    
Proceeds from bank term loans 2,289,380 2,262,000
Repayments of long-term obligations (2,614,629) (2,472,320)
Proceeds from short-term borrowings 0 1,634
Repayments of short-term borrowings (2,391) (2,240)
Borrowings under revolving credit facility 100,000 0
Repayment of capital lease obligations (6,188) (4,216)
Dividends paid (78,171) (67,412)
Net proceeds from issuance of common stock 2,046 9,051
Taxes paid related to net share settlement of equity awards (7,572) (8,926)
Debt acquisition costs (6,569) (12,937)
Net cash used in financing activities (324,094) (295,366)
Effect of exchange rate changes on cash (328) 219
Net change in cash and cash equivalents (169,397) (222,207)
Cash and cash equivalents - beginning of period 249,828 353,076
Cash and cash equivalents - end of period 80,431 130,869
Supplemental disclosures of cash flow information:    
Interest paid 60,817 62,180
Interest received 1,391 28
Income taxes paid 44,617 47,569
Non-cash investing and financing activities:    
New capital leases 17,901 8,951
Dividends payable 40,066 35,244
Accrued additions to plant assets $ 12,518 $ 10,422
v3.10.0.1
Consolidated Statements of Shareholders' Equity (unaudited) - USD ($)
$ in Thousands
Total
Total Shareholders' Equity
Common Stock
Treasury Stock
Additional Paid In Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Non-Controlling Interest
Balance, beginning (in shares) at Dec. 25, 2016     119,127,269 (1,000,000)        
Balance, beginning at Dec. 25, 2016 $ 1,948,942 $ 1,948,008 $ 1,191 $ (32,110) $ 1,429,447 $ 601,049 $ (51,569) $ 934
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Equity-based compensation plans (in shares)     658,775          
Equity-based compensation plans 9,781 9,781 $ 7   9,774      
Dividends [1] (68,281) (68,281)       (68,281)    
Non-controlling interest in acquisition 172             172
Net earnings attributable to non-controlling interest (172)              
Comprehensive earnings 54,370 54,370       41,767 12,603  
Balance, ending (in shares) at Jun. 25, 2017     119,786,044 (1,000,000)        
Balance, ending at Jun. 25, 2017 1,944,984 1,943,878 $ 1,198 $ (32,110) 1,439,221 574,535 (38,966) 1,106
Balance, beginning (in shares) at Dec. 31, 2017     120,018,215 (1,000,000)        
Balance, beginning at Dec. 31, 2017 2,380,238 2,379,132 $ 1,200 $ (32,110) 1,453,054 987,238 (30,250) 1,106
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Equity-based compensation plans (in shares)     165,993          
Equity-based compensation plans 4,440 4,440 $ 2   4,438      
Dividends [2] (77,882) (77,882)       (77,882)    
Net earnings attributable to non-controlling interest 61             61
Comprehensive earnings 124,795 124,795       113,170 11,625  
Balance, ending (in shares) at Jul. 01, 2018     120,184,208 (1,000,000)        
Balance, ending at Jul. 01, 2018 $ 2,431,530 $ 2,430,485 $ 1,202 $ (32,110) $ 1,457,492 1,027,855 (23,954) $ 1,045
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Reclassification of tax effects relating to U.S. tax reform           $ 5,329 $ (5,329)  
[1] $0.285 per share declared February 2017 and June 2017.
[2] $0.325 per share declared February 2018 and June 2018.
v3.10.0.1
Consolidated Statements of Shareholders' Equity (unaudited) (Parenthetical) - $ / shares
1 Months Ended
Jun. 30, 2018
Feb. 28, 2018
Jun. 30, 2017
Feb. 28, 2017
Statement of Stockholders' Equity [Abstract]        
Dividends paid (in dollars per share) $ 0.325 $ 0.325 $ 0.285 $ 0.285
Dividends declared per share (in dollars per share)   $ 0.325   $ 0.285
v3.10.0.1
Summary of Business Activities
6 Months Ended
Jul. 01, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Summary of Business Activities
Summary of Business Activities
Business Overview
Pinnacle Foods Inc. ("Pinnacle" or the "Company") is a leading manufacturer, marketer and distributor of high quality, branded convenience food products, the products and operations of which are managed and reported in four operating segments: (i) Frozen, (ii) Grocery, (iii) Boulder and (iv) Specialty.

The Frozen segment is comprised of the retail businesses of the Company's frozen brands, including vegetables (Birds Eye), complete bagged meals (Birds Eye Voila! and Birds Eye Signature Skillets), full-calorie single-serve frozen dinners and entrées (Hungry-Man), prepared seafood (Van de Kamp's and Mrs. Paul's), frozen and refrigerated bagels (Lender's) and pizza for one (Celeste). The Frozen segment also includes all of the Company’s business in Canada, including those of the Garden Protein International and Boulder Brands acquisitions. The Grocery segment is comprised of the retail businesses of the Company's grocery brands, including cake/ brownie mixes and frostings (Duncan Hines), shelf-stable pickles (Vlasic), salad dressings (Wish-Bone, Western and Bernstein’s), table syrups (Log Cabin and Mrs. Butterworth's), refrigerated and shelf-stable spreads (Smart Balance), canned meat (Armour, Nalley and Brooks), pie and pastry fillings (Duncan Hines Comstock and Wilderness), and barbecue sauces (Open Pit). The Boulder segment is comprised of the retail businesses of the Company's health and wellness lifestyle brands including gluten-free products (Udi's and Glutino), natural frozen meal offerings (EVOL), plant-based refrigerated and shelf-stable spreads (Earth Balance) and plant-based protein frozen products (gardein). The Specialty Foods segment includes the Company’s snack products (Tim's Cascade and Snyder of Berlin) and all of its U.S. foodservice and private label businesses, including those of the Garden Protein International and Boulder Brands acquisitions.
Merger Agreement with Conagra Brands, Inc.

On June 26, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Conagra Brands, Inc., a Delaware corporation ("Conagra") and Patriot Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Conagra (“Merger Sub”). The Merger Agreement provides for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Conagra.

At the time of the Merger, each of the Company's shares of common stock will be converted into the right to receive $43.11 in cash and 0.6494 shares of Conagra common stock. This implied a price of $68.00 per share of the Company's common stock on the date of the announcement. The final purchase price is expected to be valued at approximately $10.9 billion, including the Company's outstanding net debt.

The transactions contemplated by the Merger Agreement are subject to the satisfaction of certain customary conditions, including the approval of the Merger Agreement by at least a majority of the Company's shareholders, the receipt of regulatory approvals, the absence of any legal prohibitions, the accuracy of the representations and warranties of the parties, and compliance by the parties with their respective obligations under the Merger Agreement.

Under certain circumstances defined within the Merger Agreement, in the event that the Merger Agreement is terminated, the Company would be required to pay Conagra a termination fee of approximately $264 million.

In the second quarter of 2018, the Company incurred $10.8 million of professional fees associated with this transaction. For the remainder of 2018, approximately $65 million to $70 million of additional charges for professional fees, employee incentives and other costs related to the Merger are expected to be incurred.
v3.10.0.1
Interim Financial Statements
6 Months Ended
Jul. 01, 2018
Interim Financial Statements [Abstract]  
Interim Financial Statements
Interim Financial Statements

Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting primarily of normal recurring adjustments) necessary for a fair statement of the Company’s financial position as of July 1, 2018, the results of operations for the three and six months ended July 1, 2018 and June 25, 2017, and the cash flows for the six months ended July 1, 2018 and June 25, 2017. The results of operations are not necessarily indicative of the results to be expected for the full fiscal year. The accompanying unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2017.
v3.10.0.1
Acquisitions
6 Months Ended
Jul. 01, 2018
Business Combinations [Abstract]  
Acquisitions
Acquisitions

Acquisition of a frozen warehouse and vegetable packaging business (the "Beaver Dam acquisition")

On December 15, 2017, the Company acquired a frozen warehouse and vegetable packaging business located in Beaver Dam, Wisconsin from Ryder Integrated Logistics, Inc. The cost of the acquisition was $37.5 million, which was paid in cash. Goodwill, which is not subject to amortization, has a book value of $10.7 million, all of which is deductible for tax purposes. The entire acquisition was allocated to the Frozen segment. Transaction costs of approximately $0.1 million incurred in connection with the acquisition were expensed as incurred and recorded in Other expense (income) in the Consolidated Statements of Operations. These costs primarily relate to legal and other professional fees.

The following table summarizes the allocation of the total cost of the acquisition to the assets acquired:

Assets acquired
 
  Land
$
700

  Buildings
22,043

  Plant assets
4,091

  Goodwill
10,653

Total cost of acquisition
$
37,487




Unaudited pro forma revenue and net earnings related to the acquisition are not presented because the pro forma impact is not
material.
v3.10.0.1
Revenue Recognition
6 Months Ended
Jul. 01, 2018
Revenue Recognition and Deferred Revenue [Abstract]  
Revenue Recognition
Revenue recognition

Effective January 1, 2018, the Company adopted Accounting Standards Update (ASU) No. 2014-09, "Revenue from Contracts with Customers," and all the related amendments (Accounting Standards Codification (ASC) 606) using the modified retrospective method of adoption. ASC 606 consists of a comprehensive revenue recognition standard, which requires the recognition of revenue when promised goods are transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled.

The Company recognizes revenue when obligations under the terms of a contract with its customer are satisfied; generally, this occurs with the transfer of control of its products. Revenue is measured as the amount of net consideration expected to be received in exchange for transferring products. Revenue from product sales is governed primarily by customer pricing and trade marketing agreements (see further discussion below) and related purchase orders (“contracts”) which specify shipping terms and certain aspects of the transaction price including rebates, discounts and other sales incentives, such as trade marketing programs and product introductory fees. Contracts are at standalone pricing. The performance obligation in these contracts is determined by each of the individual purchase orders and the respective stated quantities, with revenue being recognized at a point in time when obligations under the terms of the agreement are satisfied. This generally occurs with the transfer of control of our products to the customer and the product is shipped. Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. The Company's customers have an implicit and explicit right to return non-conforming products. A provision for payment discounts and product return allowances, which is estimated based upon the expected value method, is recorded as a reduction of sales in the same period that the revenue is recognized.

Trade marketing expense, consisting primarily of customer pricing allowances and merchandising funds are offered through various programs to customers and are designed to promote our products. They include the cost of in-store product displays, feature pricing in retailers' advertisements and other temporary price reductions. These programs are offered to our customers both in fixed and variable (rate per case) amounts. The ultimate cost of these programs depends on retailer performance and is the subject of management estimates.

Certain retailers require the payment of product introductory fees in order to obtain space for the Company's products on the retailer's store shelves. This cost is typically a lump sum and is determined using the expected value based on the contract between the two parties.

Both trade marketing expense and product introductory fees are recognized as reductions of revenue at the time the transfer of control of the associated products occurs. Accruals for expected payouts under these programs are included as accrued trade marketing expense in the Consolidated Balance Sheet.

Consumer coupon redemption expenses are costs from the redemption of coupons we circulate as part of our marketing efforts. They are also recognized as reductions of net sales when the coupons are issued. Estimates of coupon redemption costs are based upon programs offered, timing of those offers, estimated redemption/usage rates from historical performance and current economic trends. These obligations are included in accrued liabilities in the Consolidated Balance Sheet.

The Company discloses revenue by reportable segment, geographical region and product type. A reconciliation of these disaggregated revenues is provided in Note 16, Segments.

The adoption of ASC 606 did not have a material impact on Pinnacle's consolidated results of operations for the three and six months ended July 1, 2018.
v3.10.0.1
Fair Value Measurements
6 Months Ended
Jul. 01, 2018
Fair Value Disclosures [Abstract]  
Fair Value Measurements
Fair Value Measurements
The authoritative guidance for financial assets and liabilities discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1:
Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2:
Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3:
Unobservable inputs that reflect the Company’s assumptions.
The Company’s financial assets and liabilities subject to recurring fair value measurements and the required disclosures are as follows:
 
 
July 1, 2018
 
Fair Value Measurements
Using Fair Value Hierarchy
 
 
December 31, 2017
 
Fair Value Measurements
Using Fair Value Hierarchy
 
Level 1
 
Level 2
 
Level 3
Level 1
 
Level 2
 
Level 3
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate derivatives
$
27,505

 
$

 
$
27,505

 
$

 
 
$
8,194

 
$

 
$
8,194

 
$

Foreign currency derivatives
295

 

 
295

 

 
 

 

 

 

Commodity derivatives
1,801

 

 
1,801

 

 
 
2,615

 

 
2,615

 

Total assets at fair value
$
29,601

 
$

 
$
29,601

 
$

 
 
$
10,809

 
$

 
$
10,809


$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency derivatives
$

 
$

 
$

 
$

 
 
$
750

 
$

 
$
750

 
$

Commodity derivatives
600

 

 
600

 

 
 
336

 

 
336

 

Total liabilities at fair value
$
600

 
$

 
$
600

 
$

 
 
$
1,086

 
$

 
$
1,086

 
$



The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its debt funding and the use of derivative financial instruments. The primary risks managed by using derivative instruments are interest rate risk, foreign currency exchange risk and commodity price risk.

The valuations of these instruments are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate, commodity, and foreign exchange forward curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash receipts (or payments) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of the authoritative guidance for fair value disclosure, the Company incorporates credit valuation adjustments to appropriately reflect both its own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of non-performance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. Other than the Tradename discussed below, the Company had no fair value measurements based upon significant unobservable inputs (Level 3) as of July 1, 2018 or December 31, 2017.

In addition to the instruments named above, the Company also makes fair value measurements in connection with any goodwill and tradename impairment testing. These measurements fall into Level 3 of the fair value hierarchy.
v3.10.0.1
Other Expense, net
6 Months Ended
Jul. 01, 2018
Other Income and Expenses [Abstract]  
Other Expense, net
Other Expense, net

 
Three months ended

Six months ended
 
July 1,
2018

June 25,
2017

July 1,
2018

June 25,
2017
Other expense, net consists of:







Amortization of intangibles/other assets
$
2,328


$
6,324


$
4,656


$
10,866

Foreign exchange losses/(gains)
369


(165
)

894


(398
)
Redemption premium on the early extinguishment of debt
4,267

 

 
4,267

 

Merger Agreement costs (Note 1)
10,836




10,836



Royalty income and other
(355
)

(871
)

(343
)

(950
)
Total other expense, net
$
17,445


$
5,288


$
20,310


$
9,518



Foreign exchange losses/(gains). These represent foreign exchange losses/(gains) from intra-entity loans resulting from the Company's November 2014 Garden Protein acquisition that are anticipated to be settled in the foreseeable future.

Redemption premium on the early extinguishment of debt. On May 30, 2018, the Company redeemed all $350.0 million of its outstanding 4.875% Senior Notes at a redemption price of 101.2% of the aggregate principle amount resulting in a redemption premium paid of $4.3 million (the "Redemption Premium").
v3.10.0.1
Equity-Based Compensation Expense and Earnings Per Share
6 Months Ended
Jul. 01, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Equity-Based Compensation Expense and Earnings Per Share
Equity-Based Compensation Expense and Earnings Per Share

Equity-based Compensation

The Company currently grants equity awards under the Amended and Restated 2013 Omnibus Incentive Plan (the “Incentive Plan”). Equity-based compensation expense recognized during the period is based on the fair value of the portion of equity-based payment awards that is ultimately expected to vest during the period. As equity-based compensation expense recognized in the Consolidated Statements of Operations is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. The authoritative guidance for equity-based compensation requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
Expense Information
The following table summarizes equity-based compensation expense which was allocated as follows:

 
 
Three months ended
 
Six months ended
 
 
July 1, 2018
 
June 25, 2017
 
July 1, 2018
 
June 25, 2017
Cost of products sold
 
$
806

 
$
367

 
$
1,412

 
$
882

Marketing and selling expenses
 
1,391

 
1,746

 
1,900

 
2,913

Administrative expenses
 
3,302

 
3,247

 
6,288

 
5,554

Research and development expenses
 
201

 
187

 
379

 
307

Pre-tax equity-based compensation expense
 
5,700

 
5,547

 
9,979

 
9,656

Income tax benefit
 
(1,195
)
 
(2,113
)
 
(2,046
)
 
(3,674
)
Net equity-based compensation expense
 
$
4,505

 
$
3,434

 
$
7,933

 
$
5,982




Amended and Restated 2013 Omnibus Incentive Plan

In connection with the IPO, the Company adopted an equity incentive plan (the “2013 Omnibus Incentive Plan”) providing for the issuance of up to 11,300,000 shares of common stock. On May 25, 2016, the Company’ shareholders approved the Company’s Amended and Restated 2013 Omnibus Incentive Plan (the “Amended and Restated Omnibus Incentive Plan”). Awards granted under the Amended and Restated Omnibus Incentive Plan include non-qualified stock options, restricted shares and restricted stock units ("RSU's"), the majority of which vest in full three years from the date of grant. The Company also grants performance shares ("PS's") and performance share units ("PSU's") both of which vest based on achievement of total shareholder return performance goals. Awards of PS's and PSU's will be earned by comparing the Company's total shareholder return during a three-year period to the respective total shareholder returns of companies in the Company's performance peer group. Based upon the Company's ranking in the performance peer group, a recipient of PS's or PSU's may earn a total award ranging from 0% to 200% of the initial grant.

During the first quarter of 2018, as part of our ongoing equity compensation program:

We granted 439,110 nonqualified stock options with grant date fair values of $10.06 and exercise prices of $54.10 using the BlackScholes pricing method to value the awards.
We granted 141,628 PSU's with grant date fair values of $60.30 using the Monte Carlo simulation model to value the awards.
We granted 185,241 RSU's with grant date fair values of $55.29, which was the average closing price of our stock on the dates of grant.

During the second quarter of 2018, as part of our ongoing equity compensation program:

We granted 3,066 PSU's with weighted average grant date fair values of $68.06 using the Monte Carlo simulation model to value the awards.
We granted 20,478 RSU's with weighted average grant date fair values of $63.64, which was the average closing price of our stock on the dates of grant.

Earnings Per Share

Basic earnings per common share is computed by dividing net earnings or loss for common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share are calculated by dividing net earnings by weighted-average common shares outstanding during the period plus dilutive potential common shares, which are determined as follows:
 
Three months ended
 
Six months ended
 
July 1, 2018
 
June 25, 2017
 
July 1, 2018
 
June 25, 2017
Weighted-average common shares
118,773,942

 
118,114,090

 
118,635,078

 
117,868,921

Effect of dilutive securities:
1,174,379


1,492,739


1,245,448


1,600,267

Dilutive potential common shares
119,948,321

 
119,606,829

 
119,880,526


119,469,188



Dilutive potential common shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options are used to repurchase common stock at market value. The amount of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities. For the three and six months ended July 1, 2018, conversion of securities totaling 760,575 and 503,634, respectively, into common share equivalents were excluded from this calculation as their effect would have been anti-dilutive. For the three and six months ended June 25, 2017, conversion of securities totaling 489,273, and 266,530, respectively, into common share equivalents were excluded from this calculation as their effect would have been anti-dilutive.
v3.10.0.1
Accumulated Other Comprehensive Loss
6 Months Ended
Jul. 01, 2018
Equity [Abstract]  
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Loss

The components of Accumulated other comprehensive loss consist of the following:
 
Currency translation adjustments
 
Gains (Losses) on cash flow hedges
 
Change in pensions
 
Total
Balance, December 31, 2017
$
2,095

 
$
6,571

 
$
(38,916
)
 
$
(30,250
)
Other comprehensive (loss)/income before reclassification
(3,841
)
 
16,075

 

 
12,234

Amounts reclassified from accumulated other comprehensive loss

 
(967
)
 
358

 
(609
)
Net current period other comprehensive (loss)/income
(3,841
)
 
15,108

 
358

 
11,625

Adoption of ASU 2018-02

 
1,088

 
(6,417
)
 
(5,329
)
Balance, July 1, 2018
$
(1,746
)
 
$
22,767

 
$
(44,975
)
 
$
(23,954
)

 
Currency translation adjustments
 
Gains (Losses) on cash flow hedges
 
Change in pensions
 
Total
Balance, December 25, 2016
$
(3,989
)
 
$
(8,234
)
 
$
(39,346
)
 
$
(51,569
)
Other comprehensive loss before reclassification
1,765

 
(2,871
)
 

 
(1,106
)
Amounts reclassified from accumulated other comprehensive loss

 
13,352

 
357

 
13,709

Net current period other comprehensive (loss)/income
1,765

 
10,481

 
357

 
12,603

Balance, June 25, 2017
$
(2,224
)
 
$
2,247

 
$
(38,989
)
 
$
(38,966
)


The following table presents amounts reclassified out of Accumulated Other Comprehensive Loss ("AOCL") and into Net earnings for the three and six months ended July 1, 2018 and June 25, 2017, respectively.
 
 
Amounts Reclassified from AOCL
 
 
 
 
Three months ended
 
Six months ended
 
 
Details about Accumulated Other Comprehensive Loss Components
 
July 1, 2018
 
June 25, 2017
 
July 1, 2018
 
June 25, 2017
 
Reclassified from AOCL to:
Gains and (losses) on financial instrument contracts
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
 
$
1,166

 
$
122

 
$
1,311

 
$
(21,652
)
 
Interest expense
Foreign exchange contracts
 
61

 
156

 
(13
)
 
55

 
Cost of products sold
Total pre-tax
 
1,227

 
278

 
1,298

 
(21,597
)
 
 
Tax (expense) benefit
 
(314
)
 
(106
)
 
(331
)
 
8,245

 
Provision for income taxes
Net of tax
 
913

 
172

 
967

 
(13,352
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Pension actuarial assumption adjustments
 
 
 
 
 
 
 
 
 
 
Amortization of actuarial loss
 
(217
)
 
(309
)
 
(476
)
 
(578
)
(a)
Cost of products sold
Tax benefit
 
54

 
119

 
118

 
221

 
Provision for income taxes
Net of tax
 
(163
)
 
(190
)
 
(358
)
 
(357
)
 
 
Net reclassifications into net earnings
 
$
750

 
$
(18
)
 
$
609

 
$
(13,709
)
 
 

(a) This is included in the computation of net periodic pension cost (see Note 13 for additional details).
v3.10.0.1
Balance Sheet Information
6 Months Ended
Jul. 01, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Balance Sheet Information
Balance Sheet Information

Accounts Receivable. Customer accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for cash discounts, returns and bad debts is the Company's best estimate of these amounts. The Company determines the allowance based on historical discounts taken and write-off experience. The Company reviews its allowance for doubtful accounts quarterly. Account balances are charged off against the allowance when the Company concludes it is probable the receivable will not be recovered. The Company does not have any off-balance sheet credit exposure related to its customers. Accounts receivable are as follows:

 
July 1,
2018
 
December 31, 2017
Customers
$
263,631

 
$
280,086

Allowances for cash discounts, bad debts and returns
(9,584
)
 
(10,036
)
Subtotal
254,047

 
270,050

Other receivables
10,311

 
11,572

Total
$
264,358

 
$
281,622



Inventories. Inventories are as follows:
 
 
July 1,
2018
 
December 31,
2017
Raw materials
$
98,547

 
$
78,567

Work in progress (1)
39,684

 
65,800

Finished product
369,706

 
345,439

Total
$
507,937

 
$
489,806


(1) Work in progress is primarily agricultural inventory.

The Company has various purchase commitments for raw materials and certain finished products within the ordinary course of business. Such commitments are not at prices in excess of current market prices.

Plant Assets. Plant assets are as follows:
 
July 1,
2018
 
December 31, 2017
Land
$
15,648

 
$
15,648

Buildings
333,519

 
327,501

Machinery and equipment
897,169

 
898,728

Projects in progress
73,899

 
64,038

Subtotal
1,320,235

 
1,305,915

Accumulated depreciation
(566,121
)
 
(566,202
)
Total
$
754,114

 
$
739,713



Depreciation was $25.0 million and $49.6 million during the three and six months ended July 1, 2018, respectively. Depreciation was $47.5 million and $70.0 million during the three and six months ended June 25, 2017, respectively, which included accelerated depreciation charges as described in Note 11. As of July 1, 2018 and December 31, 2017, Plant Assets included assets under capital lease with a book value of $58.8 million and $44.6 million (net of accumulated depreciation of $20.8 million and $18.6 million), respectively.

Accrued Liabilities. Accrued liabilities are as follows:
 
July 1,
2018

December 31,
2017
Employee compensation and benefits
$
51,963

 
$
39,699

Interest payable
17,537

 
19,254

Consumer coupons
3,493

 
2,400

Accrued restructuring charges (Note 11)
342

 
1,414

Accrued financial instrument contracts (Note 14)
543

 
988

Accrued broker commissions
7,070

 
6,994

Accrued income taxes
6,199

 
26,805

Other
32,798

 
24,577

Total
$
119,945

 
$
122,131


Other Long-Term Liabilities. Other long-term liabilities are as follows:
 
July 1,
2018
 
December 31,
2017
 Employee compensation and benefits
$
14,618

 
$
14,197

 Long-term rent liability and deferred rent allowances
5,735

 
6,217

 Liability for uncertain tax positions (a)
6,223

 
11,140

 Accrued financial instrument contracts (Note 14)
57

 
98

 Other
2,029

 
2,385

Total
$
28,662

 
$
34,037


(a) The decrease is primarily related to a change in our tax accounting methodology for capitalized inventory.
v3.10.0.1
Goodwill, Tradenames and Other Assets
6 Months Ended
Jul. 01, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill, Tradenames and Other Assets
Goodwill, Tradenames and Other Assets
Goodwill
Goodwill by segment is as follows:
 
Frozen
 
Grocery
 
Boulder
 
Specialty
 
Total
Balance, December 31, 2017
$
764,824

 
$
860,972

 
$
364,883

 
$
187,282

 
$
2,177,961

Foreign currency adjustment
(2,671
)
 

 

 

 
(2,671
)
Balance, July 1, 2018
$
762,153


$
860,972

 
$
364,883

 
$
187,282

 
$
2,175,290

 
 
 
 
 
 
 
 
 
 


The authoritative guidance for business combinations requires that all business combinations be accounted for at fair value under the acquisition method of accounting. The authoritative guidance for goodwill provides that goodwill will not be amortized, but will be tested for impairment on an annual basis or more often when events indicate. The Company completed its annual testing in the third quarter of 2017, which indicated no impairment.
Tradenames
Tradenames by segment are as follows:
 
Frozen
 
Grocery
 
Boulder
 
Specialty
 
Total
Balance, December 31, 2017
$
738,344

 
$
1,253,622

 
$
442,808

 
$
28,600

 
$
2,463,374

Foreign currency adjustment
(202
)
 

 

 

 
(202
)
Balance, July 1, 2018
$
738,142


$
1,253,622


$
442,808


$
28,600

 
$
2,463,172

 
 
 
 
 
 
 
 
 
 


The authoritative guidance for indefinite-lived assets provides that indefinite-lived assets will not be amortized, but will be tested for impairment on an annual basis or more often when events indicate. Upon completion of the annual testing in the third quarter of 2017, the Company recorded tradename impairments of $24.8 million on Celeste, $6.5 million on Snyder of Berlin, $4.2 million on Nalley, $3.1 million on Bernstein and $0.5 million on Swanson. Celeste and Swanson are reported in the Frozen segment, Nalley and Bernstein are reported in the Grocery segment, and Snyder of Berlin is reported in the Specialty segment. These charges were the result of the Company's reassessment of the long-term sales projections for the brands during our annual planning cycle which occurs during the third quarter each year as well as a 50 basis point increase in the weighted average cost of capital assumed in the calculation. The total carrying value of these five tradenames as of July 1, 2018 is $25.4 million.

As a result of the Exit (as defined in Note 11) in the second quarter of 2017, the Company recorded a tradename impairment charge of $27.4 million on the related tradename, which resulted in a carrying value of $0. The charge is reported in the Frozen segment. See Note 11 for further details.

To estimate the fair value of our Tradenames we use the relief from royalty method, which utilizes forecasted discounted cash flows to estimate the fair value. The utilization of this method requires us to make significant assumptions including sales growth rates, implied royalty rates and discount rates. As of July 1, 2018, we identified an additional three tradenames which do not have a fair value that exceeded their carrying value by at least 15%. The total carrying value of these tradenames as of July 1, 2018 is $359.3 million.




Other Assets
 
 
July 1, 2018
 
Weighted
Avg Life
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Amortizable intangibles
 
 
 
 
 
 
 
Recipes
10

 
$
51,487

 
$
(46,815
)
 
$
4,672

Customer relationships - Distributors
34

 
176,369

 
(63,229
)
 
113,140

Customer relationships - Food Service
10

 
11,400

 
(4,744
)
 
6,656

Total amortizable intangibles
 
 
$
239,256

 
$
(114,788
)
 
$
124,468

Financial instruments (see Note 14)
 
 
22,949

 

 
22,949

Other (1)
 
 
31,639

 
(5,085
)
 
26,554

Total other assets, net
 
 
 
 
 
 
$
173,971

 
Amortizable intangibles by segment
 
 
 
Frozen
 
 
 
$
38,036

 
Grocery
 
 
 
45,511

 
Boulder
 
 
 
31,774

 
Specialty
 
 
 
9,147

 
 
 
 
 
 
 
$
124,468

 
 
December 31, 2017
 
Weighted
Avg Life
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Amortizable intangibles
 
 
 
 
 
 
 
Recipes
10

 
$
51,514

 
$
(46,458
)
 
$
5,056

Customer relationships - Distributors
34

 
176,376

 
(59,681
)
 
116,695

Customer relationships - Food Service
10

 
11,400

 
(4,004
)
 
7,396

Customer relationships - Private Label
7

 
1,290

 
(1,290
)
 

Total amortizable intangibles
 
 
$
240,580

 
$
(111,433
)
 
$
129,147

Financial instruments (see Note 14)
 
 
8,160

 

 
8,160

Other (1)
 
 
32,607

 
(5,015
)
 
27,592

Total other assets, net
 
 
 
 
 
 
$
164,899

 
Amortizable intangibles by segment
 
 
 
Frozen
 
 
 
$
39,229

 
Grocery
 
 
 
46,888

 
Boulder
 
 
 
33,057

 
Specialty
 
 
 
9,973

 
 
 
 
 
 
 
$
129,147


(1) As of July 1, 2018 and December 31, 2017, Other primarily consists of cost basis investments in companies in the natural and organic food and beverage industries acquired through the Boulder Brands acquisition as well as security deposits, supplemental savings plan investments and debt acquisition costs associated with the Company's revolving credit facility.

Amortization of intangible assets was $2.3 million and $4.7 million for the three and six months ended July 1, 2018. Amortization of intangible assets was $6.3 million and $10.9 million for the three and six months ended June 25, 2017. Estimated amortization expense for each of the next five years and thereafter is as follows: remainder of 2018 - $4.7 million; 2019 - $8.6 million; 2020 - $7.9 million; 2021 - $6.6 million; 2022 - $6.4 million and thereafter - $90.2 million.
v3.10.0.1
Restructuring Charges
6 Months Ended
Jul. 01, 2018
Restructuring and Related Activities [Abstract]  
Restructuring Charges
Restructuring Charges

Aunt Jemima retail and foodservice frozen breakfast products exit (the "Exit")

On May 8, 2017, in connection with the Company's ongoing portfolio strategic assessment and margin roadmap, it exited certain low-margin and non-strategic Aunt Jemima retail and foodservice frozen breakfast products following the Company's voluntary recall discussed in Note 15. This decision resulted in restructuring charges primarily related to accelerated depreciation, asset impairment, charges to adjust inventory to net realizable value, workforce reductions and other charges. These actions and the associated charges detailed below are substantially complete.

In the second quarter of 2017, the Company recorded $63.2 million of charges related to the Exit which consisted of intangible asset impairment charges of $31.2 million, accelerated depreciation charges of $22.6 million, charges to adjust inventory to net realizable value of $4.6 million and employee termination costs of $1.5 million. In addition, the Company also recorded $3.3 million of contract termination and other fees during the same time period. The net impact on 2017 pre-tax earnings of $63.2 million is included in the various lines of the Consolidated Statement of Operations as follows: $32.0 million in Cost of products sold, $27.4 million of Tradename impairment charges and accelerated amortization charges of $3.8 million in Other expense related to frozen breakfast products customer relationships. Of the total charges, $48.8 million is recorded in the Frozen segment and $14.4 million in the Specialty segment.


The following table summarizes charges accrued as of July 1, 2018 related to the Exit. These amounts are recorded in our Consolidated Balance Sheet in Accrued Liabilities.

 
 
Balance
 
 
 
 
 
Balance
Description
 
December 31, 2017
 
Expense
 
Payments
 
July 1, 2018
Accrued restructuring charges
 
$
1,126

 
$

 
$
(784
)
 
$
342

v3.10.0.1
Debt and Interest Expense
6 Months Ended
Jul. 01, 2018
Debt Disclosure [Abstract]  
Debt and Interest Expense
Debt and Interest Expense

July 1,
2018
 
December 31,
2017
Short-term borrowings

 

- Notes payable
$
1,842

 
$
2,739

Total short-term borrowings
$
1,842

 
$
2,739

Long-term debt
 
 
 
- Tranche A Term Loans due 2023
$
780,000

 
$

- New Tranche B Term Loans due 2024
1,489,380

 

- Tranche B Term Loans due 2024

 
2,239,380

- 4.875% Senior Notes due 2021

 
350,000

- 5.875% Senior Notes due 2024
350,000

 
350,000

- Revolving Credit Facility
100,000

 

- 3.0% Note payable to Gilster Mary Lee Corporation

 
982

- Unamortized discount on long term debt and deferred financing costs
(14,066
)
 
(21,846
)
- Capital lease obligations
52,729

 
41,012


2,758,043

 
2,959,528

Less: current portion of long-term obligations
54,126

 
33,934

Total long-term debt
$
2,703,917

 
$
2,925,594



 
Interest expense
Three months ended
 
Six months ended
 
July 1,
2018
 
June 25,
2017
 
July 1,
2018
 
June 25,
2017
Interest expense
$
28,841

 
$
27,612

 
$
59,096

 
$
56,495

Amortization of debt acquisition costs
741

 
1,017

 
1,612

 
2,597

Non-cash recognition of deferred costs related to refinancing
1,768

 

 
12,681

 
28,494

Settlement of hedges related to refinancing

 

 

 
20,722

Interest rate swap (gains)/losses
(1,166
)
 
(122
)
 
(1,311
)
 
930

Total interest expense
$
30,184

 
$
28,507

 
$
72,078

 
$
109,238




Fourth Amended and Restated Credit Agreement

On March 15, 2018, Pinnacle Foods Finance LLC, (1) entered into the First Amendment to the Third Amended and Restated Credit Agreement, which provided for both a six year term loan facility in the amount of $1,239.4 million (the "New Tranche B Term Loans") and a five year term loan facility in the amount of $800.0 million (the "Tranche A Term Loans") (together, the "Term Loans") (2) replaced the existing revolving credit facility with a new five year $300.0 million revolving credit facility, and (3) amended and restated the existing credit agreement (the "Fourth Amended and Restated Credit Agreement") in its entirety to make certain other amendments and modifications (the "First Quarter 2018 Refinancing").

As a result of the First Quarter 2018 Refinancing, Pinnacle Foods Finance LLC used the proceeds from the New Tranche B Term Loans and Tranche A Term Loans and $202.5 million of cash on hand to repay all existing indebtedness, including all outstanding accrued interest and fees, under the then existing Third Amended and Restated Credit Agreement, consisting of $2,239.4 million of Tranche B Term Loans.

In connection with the First Quarter 2018 Refinancing, Pinnacle Foods Finance LLC incurred $4.8 million of debt acquisition costs, which were recorded as a reduction of the carrying value of debt. Pinnacle Foods Finance LLC also incurred a non-cash charge of $10.9 million related to existing debt acquisition costs.

On May 30, 2018, Pinnacle Foods Finance LLC, entered into the First Amendment to the Fourth Amended and Restated Credit Agreement, to establish $250.0 million of incremental Term Loans (the "Incremental Term Loans") which have the same terms as the existing New Tranche B Term Loans. The proceeds together with cash on hand and $100.0 million borrowed under our revolving credit facility were used to redeem the entire $350.0 million in aggregate principal amount of Pinnacle Foods Finance LLC's 4.875% Senior Notes at a redemption price of 101.2% (the "Second Quarter 2018 Refinancing").

In connection with the Second Quarter 2018 Refinancing, Pinnacle Foods Finance LLC incurred $1.6 million of debt acquisition costs, which were recorded as a reduction of the carrying value of debt. Pinnacle Foods Finance LLC also incurred a non-cash charge of $1.8 million related to existing debt acquisition costs.

We refer to the First Quarter 2018 Refinancing and the Second Quarter 2018 Refinancing as the "2018 Refinancings".


Third Amended and Restated Credit Agreement

On February 3, 2017, Pinnacle Foods Finance LLC, (1) entered into the Fifth Amendment to the Second Amended and Restated Credit Agreement, which provided for a seven year term loan facility in the amount of $2,262.0 million (the "Tranche B Term Loans"), (2) replaced the existing revolving credit facility with a new five year $225.0 million revolving credit facility, and (3) amended and restated the existing credit agreement (the "Third Amended and Restated Credit Agreement") in its entirety to make certain other amendments and modifications (the "2017 Refinancing").

As a result of the 2017 Refinancing, Pinnacle Foods Finance LLC used the proceeds from the Tranche B Term Loans and $213.1 million of cash on hand to repay all existing indebtedness outstanding under the then existing Third Amended and Restated Credit Agreement, consisting of (a) $1,409.6 million of Tranche G Term Loans, (b) $507.9 million of Tranche H Term Loans and (c) $544.5 million of Tranche I Term Loans.
In connection with the 2017 Refinancing, Pinnacle Foods Finance LLC incurred $12.9 million of debt acquisition costs, which were recorded as a reduction of the carrying value of debt. Pinnacle Foods Finance LLC also incurred a non-cash charge of $28.5 million related to existing debt acquisition costs.
The Company's borrowings under the March 15, 2018 Fourth Amended and Restated Credit Agreement bear interest at a floating rate and are maintained as base rate loans or as eurocurrency rate loans. Base rate loans bear interest at the base rate plus the applicable base rate margin. The base rate is defined as the highest of (i) the administrative agent's prime rate, (ii) the federal funds effective rate plus 1/2 of 1.00%, (iii) the eurocurrency rate that would be payable on such day for a eurocurrency rate loan with a one-month interest period plus 1.00%, and (iv) 1.00% per annum. Eurocurrency rate loans bear interest at the adjusted eurocurrency rate plus the applicable eurocurrency rate margin. The eurocurrency rate is determined by the administrative agent to be the offered rate which appears on the page of the Reuters Screen which displays the London interbank offered rate administered by ICE Benchmark Administration Limited (the "LIBO Rate") for deposits.
With respect to the New Tranche B Term Loans, the base rate shall be no less than 1.0% and the base rate margin is 0.75%. Further, the eurocurrency rate shall be no less than 0.0% and the eurocurrency rate margin is 1.75%.
With respect to the Tranche A Term Loans, the base rate shall be no less than 1.0%. The base rate margin is 0.50% when the Company's Total Leverage Ratio is less than or equal to 3.75:1.00, 0.625% when the Total Leverage Ratio is less than or equal to 5.00:1.00 but greater than 3.75:1.00, and 0.75% when the Total Leverage Ratio is greater than 5.00:1.00. The Total Leverage Ratio is calculated by dividing consolidated total debt less the aggregate amount of all unrestricted cash and cash equivalents by Covenant Compliance EBITDA. The eurocurrency rate shall be no less than 0.0%. The eurocurrency rate margin is 1.50% when the Company's Total Leverage Ratio is less than or equal to 3.75:1.00, 1.625% when the Total Leverage Ratio is less than or equal to 5.00:1.00 but greater than 3.75:1.00 and 1.75% when the Total Leverage Ratio is greater than 5.00:1.00.
The obligations under the Fourth Amended and Restated Credit Agreement are unconditionally and irrevocably guaranteed by Peak Finance Holdings LLC, any subsidiary of Peak Finance Holdings LLC that directly or indirectly owns 100% of the issued and outstanding equity interests of Pinnacle Foods Finance LLC, subject to certain exceptions, each of Pinnacle Foods Finance LLC's direct or indirect material wholly-owned domestic subsidiaries (collectively, the "Guarantors").
 
A commitment fee of 0.30% per annum is applied to the unused portion of the revolving credit facility.

Pinnacle Foods Finance LLC pays a fee for all outstanding letters of credit drawn against the revolving credit facility at an annual rate equivalent to the applicable eurocurrency rate margin then in effect under the revolving credit facility, plus the fronting fee payable in respect of the applicable letter of credit. The fronting fee is equal to 0.125% per annum of the daily maximum amount then available to be drawn under such letter of credit. The fronting fees are computed on a quarterly basis in arrears. Total letters of credit issued under the revolving credit facility cannot exceed $50.0 million.

Under the terms of the Fourth Amended and Restated Credit Agreement, Pinnacle Foods Finance LLC is required to use 50% of its "Excess Cash Flow" to prepay the Term Loans under the Senior Secured Credit Facility (which percentage will be reduced to 25% at a total net leverage ratio of between 4.50 and 5.49 and to 0% at a total net leverage ratio below 4.50). Excess Cash Flow is defined as consolidated net income (as defined), as adjusted for certain items, including (1) all non-cash charges and credits included in arriving at consolidated net income, (2) changes in working capital, (3) capital expenditures (to the extent they were not financed with debt), (4) the aggregate amount of principal payments on indebtedness and (5) certain other items defined in the Senior Secured Credit Facility.
 
No scheduled repayments of the New Tranche B Term Loans shall be required prior to the maturity date.

The Tranche A Term Loans amortize in quarterly installments of 1.25% of their aggregate funded total principal amount. The scheduled principal payments of the Tranche A Term Loans outstanding as of July 1, 2018 are $10.0 million in 2018, $40.0 million in 2019, $40.0 million in 2020, $40.0 million in 2021, $40.0 million in 2022, and $610.0 million in 2023.

Pursuant to the terms of the Senior Secured Credit Facility, Pinnacle Foods Finance LLC is required to maintain a ratio of Net First Lien Secured Debt to Adjusted EBITDA of no greater than 5.75 to 1.00. Net First Lien Secured Debt is defined as aggregate consolidated secured indebtedness, less the aggregate amount of all unrestricted cash and cash equivalents. In addition, under the Senior Secured Credit Facility and the indenture governing the Senior Notes, Pinnacle Foods Finance LLC's ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is tied to the Senior Secured Leverage Ratio (which is currently the same as the ratio of Net First Lien Secured Debt to Adjusted EBITDA described above), in the case of the Senior Secured Credit Facility, or to the ratio of Adjusted EBITDA to fixed charges for the most recently concluded four consecutive fiscal quarters, in the case of the Senior Notes. The Senior Secured Credit Facility also permits restricted payments up to an aggregate amount of (together with certain other amounts) the greater of $75 million and 2% of Pinnacle Foods Finance LLC's consolidated total assets, so long as no default has occurred and is continuing and its pro forma Senior Secured Leverage Ratio would be no greater than 4.25 to 1.00. As of July 1, 2018, the Company is in compliance with all covenants and other obligations under the Senior Secured Credit Facility and the indenture governing the Senior Notes.
Senior Notes

The Company's 5.875% Senior Notes are general senior unsecured obligations of Pinnacle Foods Finance LLC, effectively subordinated to all existing and future senior secured indebtedness of Pinnacle Foods Finance LLC to the extent of the value of the assets securing that indebtedness and guaranteed on a full, unconditional, joint and several basis by Pinnacle Foods Finance LLC’s wholly-owned domestic subsidiaries that guarantee other indebtedness of Pinnacle Foods Finance LLC and by the Company. See Note 19 for Guarantor and Nonguarantor Financial Statements.
Pinnacle Foods Finance LLC may redeem some or all of the 5.875% Senior Notes at any time prior to January 15, 2019 at a price equal to 100% of the principal amount of the 5.875% Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date. The “Applicable Premium” is defined as the greater of (1) 1.0% of the principal amount of such 5.875% Senior Notes and (2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of such 5.875% Senior Notes at January 15, 2019, plus (ii) all required interest payments due on such 5.875% Senior Notes through January 15, 2019 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the treasury rate plus 50 basis points over (b) the principal amount of such 5.875% Senior Notes.
Pinnacle Foods Finance LLC may redeem the 5.875% Senior Notes at the redemption prices listed below, if redeemed during the twelve-month period beginning on January 15th of each of the years indicated below:

Year
Percentage
2019
104.406%
2020
102.938%
2021
101.469%
2022 and thereafter
100.000%


In addition, until January 15, 2019 for the 5.875% Senior Notes, Pinnacle Foods Finance LLC may redeem up to 35% of the aggregate principal amount of the 5.875% Senior Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, subject to the right of holders of the 5.875% Senior Notes of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by Pinnacle Foods Finance LLC from one or more equity offerings; provided that (i) at least 50% of the aggregate principal amount of the 5.875% Senior Notes originally issued under the indenture remains outstanding immediately after the occurrence of each such redemption and (ii) each such redemption occurs within 120 days of the date of closing of each such equity offering.

Debt acquisition costs
As part of the 2018 Refinancings, for the six months ended July 1, 2018, debt acquisition costs of $6.4 million were incurred as a reduction of the carrying value of debt and non-cash charges related to existing debt acquisition costs of $12.7 million were recognized in interest expense.
All debt acquisition costs are amortized into interest expense over the life of the related debt using the effective interest method. Amortization of these costs were $0.7 million and $1.5 million during the three and six months ended July 1, 2018, respectively. Amortization of these costs were $1.0 million and $2.5 million during the three and six months ended June 25, 2017, respectively.
The following summarizes debt acquisition cost activity during the six months ended July 1, 2018:
 
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Balance, December 31, 2017
$
29,689

 
$
(7,843
)
 
$
21,846

Additions
6,440

 

 
6,440

Amortization

 
(1,539
)
 
(1,539
)
Recognition of deferred costs
(17,638
)
 
4,957

 
(12,681
)
Balance, July 1, 2018
$
18,491

 
$
(4,425
)
 
$
14,066



Estimated fair value
The estimated fair value of the Company’s long-term debt, including the current portion, as of July 1, 2018, is as follows:
 
 
 
July 1, 2018
Issue
 
Face Value
 
Fair Value
Tranche A Term Loans
 
780,000

 
780,000

New Tranche B Term Loans
 
1,489,380

 
1,489,380

5.875% Senior Notes
 
350,000

 
364,875

 
 
$
2,619,380

 
$
2,634,255


The estimated fair value of the Company’s long-term debt, including the current portion, as of December 31, 2017, is as follows:

 
 
December 31, 2017
Issue
 
Face Value
 
Fair Value
Tranche B Term Loans
 
$
2,239,380

 
$
2,259,534

3.0% Note payable to Gilster Mary Lee Corporation
 
982

 
982

4.875% Senior Notes
 
350,000

 
353,938

5.875% Senior Notes
 
350,000

 
370,125

 
 
$
2,940,362

 
$
2,984,579



The estimated fair values of the Company's long-term debt are classified as Level 2 in the fair value hierarchy. The fair value is based on the quoted market price for such notes and loans and borrowing rates currently available to the Company for notes and loans with similar terms and maturities.
v3.10.0.1
Pension and Retirement Plans
6 Months Ended
Jul. 01, 2018
Retirement Benefits, Description [Abstract]  
Pension and Retirement Plans
Pension and Retirement Plans
The Company accounts for pension and retirement plans in accordance with the authoritative guidance for retirement benefit compensation. This guidance requires recognition of the funded status of a benefit plan in the statement of financial position. The guidance also requires recognition in accumulated other comprehensive earnings of certain gains and losses that arise during the period but are deferred under pension accounting rules.
The Company maintains a defined benefit plan, the Pinnacle Foods Group LLC Pension Plan (the "Plan"), which is frozen for future benefit accruals. The Company also has two 401(k) plans, three non-qualified supplemental savings plans and the Company participates in a multi-employer defined benefit plan.

Pinnacle Foods Group LLC Pension Plan
The Plan covers eligible employees and provides benefits generally based on years of service and employees’ compensation. The Plan is frozen for future benefits and is funded in conformity with the funding requirements of applicable government regulations. The Plan assets consist principally of cash equivalents, equity and fixed income common collective trusts. The Plan assets do not include any of the Company’s equity or debt securities.
The following represents the components of net periodic (benefit):
 
 
Three months ended
 
Six months ended
Pension Benefits
July 1,
2018
 
June 25,
2017
 
July 1,
2018
 
June 25,
2017
Interest cost
1,871

 
1,993

 
3,741

 
3,985

Expected return on assets
(2,931
)
 
(2,753
)
 
(5,862
)
 
(5,507
)
Amortization of actuarial loss
259

 
269

 
518

 
539

Net periodic benefit
$
(802
)
 
$
(491
)
 
$
(1,603
)
 
$
(983
)


As noted in Note 18, Recently Issued Accounting Pronouncements, we adopted guidance on the presentation of net periodic pension and postretirement benefit cost during the first quarter of fiscal year 2018. The amendments require that non-service related costs are presented outside of operating income in "Non-operating income."


Cash Flows
Contributions. The Company made contributions of $0.9 million to the Plan during the second quarter of 2018, and plans to make contributions of approximately $6.0 million for the remainder of fiscal 2018. The Company made contributions to the Plan totaling $0.3 million in fiscal 2017.
Multi-employer Plans
 
The Company contributes to the United Food and Commercial Workers International Union Industry Pension Fund (EIN 51-6055922) (the "UFCW Plan") under the terms of the collective-bargaining agreement with its Fort Madison employees.

For the three and six months ended July 1, 2018, contributions to the UFCW Plan were $0.2 million and $0.3 million, respectively. For the three and six months ended June 25, 2017 contributions to the UFCW Plan were $0.1 million and $0.3 million, respectively. The contributions to this UFCW Plan are paid monthly based upon the number of employees. They represent less than 5% of the total contributions received by this UFCW Plan using available information during the most recent plan year.

The risks of participating in multi-employer plans are different from single-employer plans in the following aspects: (a) assets contributed to a multi-employer plan by one employer may be used to provide benefits to employees of other participating employers, (b) if a participating employer stops contributing to the multi-employer plan, the unfunded obligations of the plan may be borne by the remaining participating employers and (c) if the Company chooses to stop participating in the plan, the Company may be required to pay a withdrawal liability based on the underfunded status of the plan.
 
The UFCW Plan received a Pension Protection Act “green” zone status for the plan year ending June 30, 2017. The zone status is based on information the Company received from the UFCW Plan and is certified by the UFCW Plan's actuary. Among other factors, plans in the "green" zone are at least 80 percent funded. The UFCW Plan did not utilize any extended amortization provisions that affect its placement in the "green" zone. The UFCW Plan has never been required to implement a funding improvement plan nor is one pending at this time.
v3.10.0.1
Financial Instruments
6 Months Ended
Jul. 01, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Financial Instruments
Financial Instruments

Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. The primary risks managed by using derivative instruments are interest rate risk, foreign currency exchange risk and commodity price risk. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates, foreign exchange rates or commodity prices.
The Company manages interest rate risk based on the varying circumstances of anticipated borrowings and existing variable and fixed rate debt, including the Company’s revolving credit facility. Examples of interest rate management strategies include capping interest rates using targeted interest cost benchmarks, hedging portions of the total amount of debt, or hedging a period of months and not always hedging to maturity, and at other times locking in rates to fix interests costs.
Certain parts of the Company’s foreign operations in Canada expose the Company to fluctuations in foreign exchange rates. The Company’s goal is to reduce its exposure to such foreign exchange risks on its foreign currency cash flows and fair value fluctuations on recognized foreign currency denominated assets, liabilities and unrecognized firm commitments to acceptable levels primarily through the use of foreign exchange-related derivative financial instruments. The Company enters into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of its functional currency. The Company does not enter into these transactions for non-hedging purposes.
The Company purchases raw materials in quantities expected to be used in a reasonable period of time in the normal course of business. The Company generally enters into agreements for either spot market delivery or forward delivery. The prices paid in the forward delivery contracts are generally fixed, but may also be variable within a capped or collared price range. Forward derivative contracts on certain commodities are entered into to manage the price risk associated with forecasted purchases of materials used in the Company’s manufacturing processes.
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. During the three and six months ended July 1, 2018 and June 25, 2017, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.
The 2017 Refinancing (Note 12) resulted in significant changes to the Company's debt obligations. For the interest rate swaps in place at the time that were scheduled to mature between April 2017 and April 2020, it became probable that the associated original forecasted transactions would not occur. As such, the Company discontinued hedge accounting, accelerated the reclassification of amounts in Accumulated other comprehensive loss ("AOCL") and settled the interest rate swaps with the various counter parties. In the first quarter of 2017, these accelerated amounts resulted in a $20.7 million charge to interest expense ($13.2 million, net of tax benefits).
As of July 1, 2018, the Company had the following interest rate swaps that were designated as cash flow hedges of interest rate risk:
 
Product
 
Number of
Instruments
 
Current
Notional
Amount
 
Trade Dates
 
Maturity
Dates
Interest Rate Swaps
 
14
 
$
1,499,000

 
Feb 2017 - Jan 2018
 
Jan 2019 - Feb 2023


The changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in AOCL in the Consolidated Balance Sheets and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts reported in AOCL related to derivatives will be reclassified to Interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that an additional $8.9 million will be reclassified as a decrease to Interest expense.

Cash Flow Hedges of Foreign Exchange Risk
The Company’s operations in Canada expose the Company to changes in the U.S. Dollar – Canadian Dollar ("USD-CAD") foreign exchange rate. From time to time, the Company’s Canadian subsidiary purchases inventory denominated in U.S. Dollars ("USD"), a currency other than its functional currency. The subsidiary sells that inventory in Canadian dollars ("CAD"). The subsidiary uses currency forward and collar agreements to manage its exposure to fluctuations in the USD-CAD exchange rate. Currency forward agreements involve fixing the USD-CAD exchange rate for delivery of a specified amount of foreign currency on a specified date. Currency collar agreements involve the sale of CAD currency in exchange for receiving USD if exchange rates rise above an agreed upon rate and purchase of USD currency in exchange for paying CAD currency if exchange rates fall below an agreed upon rate at specified dates.
As of July 1, 2018, the Company had the following foreign currency exchange contracts (in aggregate) that were designated as cash flow hedges of foreign exchange risk:
 
Product
 
Number of
Instruments
 
Notional
Purchased in
Aggregate in USD
 
Trade Date
 
Maturity
Dates
CAD $ Contracts
 
6
 
$14,017
 
Jul 2017
 
Aug 2018 - Dec 2018


The changes in the fair value of derivatives designated that qualify as cash flow hedges of foreign exchange risk is recorded in AOCL in the Consolidated Balance Sheets and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts excluded from the assessment of hedge effectiveness, are recognized directly in Cost of products sold in the Consolidated Statements of Operations. During the next twelve months, the Company estimates that an additional $0.3 million will be reclassified as a decrease to Cost of Products Sold expense.
Non-designated Hedges of Commodity Risk
Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to commodity price risk but do not meet the authoritative guidance for hedge accounting. From time to time, the Company enters into commodity forward contracts to fix the price of diesel fuel, heating oil, natural gas and soybean oil purchases and other commodities at a future delivery date. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in Cost of products sold in the Consolidated Statements of Operations.

As of July 1, 2018, the Company had the following derivative instruments that were not designated in qualifying hedging relationships:

Commodity Contracts
 
Number of
Instruments
 
Notional Purchased in Aggregate in USD
 
Trade Dates
 
Maturity
Dates
Commodity Contracts
 
68
 
$12,388
 
Feb 2017 - May 2018
 
July 2018 - Dec 2019



The table below presents the fair value of the Company’s derivative financial instruments as well as their classification in the Consolidated Balance Sheets as of July 1, 2018 and December 31, 2017.
 
 
Tabular Disclosure of Fair Values of Derivative Instruments
 
 
Asset Derivatives
 
Liability Derivatives
 
 
Balance Sheet Location
 
Fair Value
as of
July 1, 2018
 
Balance Sheet Location
 
Fair Value
as of
July 1, 2018
Derivatives designated as hedging instruments
 
 
 
 
 
 
 
 
Interest Rate Contracts
 
Other current assets
 
$
4,556

 
Accrued liabilities
 
$

 
 
Other assets, net
 
22,949

 
Other long-term liabilities
 

 
 
 
 
 
 
 
 
 
Foreign Exchange Contracts
 
Other current assets
 
295

 
Accrued liabilities
 

 
 
Other assets, net
 

 
Other long-term liabilities
 

Total derivatives designated as hedging instruments
 
 
 
$
27,800

 
 
 
$

Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
 
Commodity Contracts
 
Other current assets
 
$
1,801

 
Accrued liabilities
 
$
543

 
 
Other assets, net
 

 
Other long-term liabilities
 
57

Total derivatives not designated as hedging instruments
 
 
 
$
1,801

 
 
 
$
600

 
 
 
 
 
 
 
 
 
 
 
Balance Sheet Location
 
Fair Value
as of
December 31, 2017
 
Balance Sheet Location
 
Fair Value
as of
December 31, 2017
Derivatives designated as hedging instruments
 
 
 
 
 
 
 
 
Interest Rate Contracts
 
Other current assets
 
$
34

 
Accrued liabilities
 
$

 
 
Other assets, net
 
8,160

 
Other long-term liabilities
 

Foreign Exchange Contracts
 
Other current assets
 

 
Accrued liabilities
 
750

Total derivatives designated as hedging instruments
 
 
 
$
8,194

 
 
 
$
750

Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
 
Commodity Contracts
 
Other current assets
 
$
2,615

 
Accrued liabilities
 
$
238

 
 
Other assets, net
 

 
Other long-term liabilities
 
98

Total derivatives not designated as hedging instruments
 
 
 
$
2,615

 
 
 
$
336


The Company has elected not to offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable netting agreements. However, if the Company were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in the Consolidated Balance Sheets as of July 1, 2018 and December 31, 2017 would be adjusted as detailed in the following table:
 
 
July 1, 2018
 
December 31, 2017
Derivative Instrument
 
Gross Amounts Presented in the Consolidated Balance Sheet
 
Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements
 
Net Amount
 
Gross Amounts Presented in the Consolidated Balance Sheet
 
Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements
 
Net Amount
Total asset derivatives
 
$
29,601

 
(283
)
 
$
29,318

 
$
10,809

 
(1,086
)
 
$
9,723

 
 
 
 
 
 
 
 
 
 
 
 
 
Total liability derivatives
 
$
600

 
(283
)
 
$
317

 
$
1,086

 
(1,086
)
 
$



The table below presents the effect of the Company’s derivative financial instruments in the Consolidated Statements of Operations and AOCL for the three and six months ended July 1, 2018 and June 25, 2017.

Tabular Disclosure of the Effect of Derivative Instruments
Gain/(Loss)
 
 
 
 
 
 
 
 
 
 
Derivatives in Cash Flow Hedging
Relationships
 
Recognized in
AOCL on
Derivative
 
Portion
reclassified from AOCL to:
 
Reclassified
from AOCL
into Earnings
 
Consolidated Statements of Operations Hedged Items impact
 
Income/(Expense) related to Hedged Items
Interest Rate Contracts
 
$
7,708

 
Interest expense
 
$
1,166

 
Interest expense
 
$
(12,610
)
Foreign Exchange Contracts
 
345

 
Cost of products sold
 
61

 
Cost of products sold
 
(7,001
)
Three months ended July 1, 2018
 
$
8,053

 
 
 
$
1,227

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Contracts
 
$
20,623

 
Interest expense
 
$
1,311

 
Interest expense
 
$
(24,208
)
Foreign Exchange Contracts
 
1,035

 
Cost of products sold
 
(13
)
 
Cost of products sold
 
(13,998
)
Six months ended July 1, 2018
 
$
21,658

 
 
 
$
1,298

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Contracts
 
$
(5,108
)
 
Interest expense
 
$
122

 
Interest expense
 
$
(11,236
)
Foreign Exchange Contracts
 
(39
)
 
Cost of products sold
 
156

 
Cost of products sold
 
(6,846
)
Three months ended June 25, 2017
 
$
(5,147
)
 
 
 
$
278

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Contracts
 
$
(4,869
)
 
Interest expense
 
$
(21,652
)
(a)
Interest expense
 
$
(22,087
)
Foreign Exchange Contracts
 
217

 
Cost of products sold
 
55

 
Cost of products sold
 
(13,564
)
Six months ended June 25, 2017
 
$
(4,652
)
 
 
 
$
(21,597
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives Not Designated as Hedging Instruments
 
Recognized in Earnings in:
 
Recognized in
Earnings
 
 
 
 
Commodity Contracts
 
 
 
Cost of products sold
 
$
598

 
 
 
 
Three months ended July 1, 2018
 
 
 
$
598

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity Contracts
 
 
 
Cost of products sold
 
$
980

 
 
 
 
Six months ended July 1, 2018
 
 
 
$
980

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity Contracts
 
 
 
Cost of products sold
 
$
(2,034
)
 
 
 
 
Interest Rate Contracts
 
 
 
Interest expense
 

 
 
 
 
Three months ended June 25, 2017
 
 
 
$
(2,034
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity Contracts
 
 
 
Cost of products sold
 
$
(4,003
)
 
 
 
 
Interest Rate Contracts
 
 
 
Interest expense
 
20,723

 
 
 
 
Six months ended June 25, 2017
 
 
 
$
16,720

 
 
 
 


(a) Includes $20.7 million of accelerated reclassifications out of AOCL, related to the 2017 Refinancing.

Credit risk-related contingent features
The Company has agreements with certain counterparties that contain a provision whereby the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness. As of July 1, 2018, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, was $0.3 million. As of July 1, 2018, the Company has not posted any collateral related to these agreements. If the Company has breached any of these provisions at July 1, 2018, it could have been required to settle its obligations under the agreements at their termination value of $0.3 million.
v3.10.0.1
Commitments and Contingencies
6 Months Ended
Jul. 01, 2018
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Commitments and Contingencies
General
From time to time, the Company and its subsidiaries are parties to, or targets of, lawsuits, claims, investigations, and proceedings, which are being handled and defended in the ordinary course of business. Although the outcome of such items cannot be determined with certainty, the Company’s general counsel and management are of the opinion that the final outcome of these matters will not have a material effect on the Company’s financial condition, results of operations or cash flows.

Aunt Jemima retail and foodservice frozen breakfast products recall (the "Recall")

On May 5, 2017, the Company issued a voluntary recall for certain Aunt Jemima retail and foodservice frozen breakfast products due to potential bacterial contamination. The cost impact of the Recall for the fiscal year ended December 31, 2017 is a charge to gross margin of $13.0 million, of which $10.8 million is recorded as a reduction of Net Sales related to customer returns with the remaining $2.2 million relating to freight and disposal costs, charged directly to Cost of products sold. Of these costs, $6.5 million is reported in the Frozen segment, with an additional $6.5 million recorded in the Specialty segment. The Company has insurance coverage that it expects will cover a portion of the cost of the Recall. Any insurance proceeds will be recorded in the period they are received.
v3.10.0.1
Segments
6 Months Ended
Jul. 01, 2018
Segment Reporting [Abstract]  
Segments
Segments

The Company is a leading manufacturer, marketer and distributor of high quality, branded food products in North America. The business is comprised of four reportable segments: Frozen, Grocery, Boulder and Specialty.

The Frozen segment is comprised of the retail businesses of the Company’s frozen brands, including vegetables (Birds Eye), complete bagged meals (Birds Eye Voila! and Birds Eye Signature Skillets), full-calorie single-serve frozen dinners and entrées (Hungry-Man), prepared seafood (Van de Kamp's and Mrs. Paul's), frozen and refrigerated bagels (Lender's) and pizza for one (Celeste). The Frozen segment also includes all of the Company’s business in Canada, including those of the Garden Protein International and Boulder Brands acquisitions.

The Grocery segment is comprised of the retail businesses of the Company’s grocery brands, including cake/brownie mixes and frostings (Duncan Hines), shelf-stable pickles (Vlasic), salad dressings (Wish-Bone, Western and Bernstein’s), table syrups (Log Cabin and Mrs. Butterworth's), refrigerated and shelf-stable spreads (Smart Balance), canned meat (Armour, Nalley and Brooks), pie and pastry fillings (Duncan Hines Comstock and Wilderness) and barbecue sauces (Open Pit).

The Boulder segment is comprised of the retail businesses of the Company’s health and wellness lifestyle brands, including gluten- free products (Udi's and Glutino), natural frozen meal offerings (EVOL), plant-based refrigerated and shelf-stable spreads (Earth Balance) and plant-based protein frozen products (gardein).

The Specialty segment includes the Company’s snack products (Tim's Cascade and Snyder of Berlin) and all of its U.S. foodservice and private label businesses, including those of the Garden Protein International and Boulder Brands acquisitions.

Segment performance is evaluated by the Company’s Chief Operating Decision Maker and is based on earnings before interest and taxes. Transfers between segments and geographic areas are recorded at cost plus markup or at market. Identifiable assets are those assets, including goodwill, which are identified with the operations in each segment or geographic region. Corporate assets consist of prepaid and deferred tax assets. Unallocated corporate expenses consist of corporate overhead such as executive management, finance and legal functions.
 
Three months ended
 
Six months ended
SEGMENT INFORMATION
July 1,
2018
 
June 25,
2017
 
July 1,
2018

June 25,
2017
Net sales
 
 
 
 
 
 
 
Frozen
$
308,504

 
$
295,893

 
$
653,375

 
$
616,835

Grocery
256,620

 
276,057

 
517,627

 
535,407

Boulder
98,898

 
94,654

 
196,654

 
191,946

Specialty
77,739

 
78,004

 
152,937

 
166,494

Total
$
741,761

 
$
744,608

 
$
1,520,593

 
$
1,510,682

Earnings before interest and taxes
 
 
 
 
 
 
 
Frozen
$
49,740

 
$
(12,260
)
 
$
103,451

 
$
38,662

Grocery
52,131

 
61,870

 
101,879

 
113,677

Boulder
16,018

 
12,249

 
27,869

 
18,921

Specialty
9,489

 
(10,648
)
 
17,705

 
(1,760
)
Unallocated corporate expenses
(23,330
)
 
(7,191
)
 
(31,155
)
 
(14,272
)
Total
$
104,048

 
$
44,020

 
$
219,749

 
$
155,228

Depreciation and amortization
 
 
 
 
 
 
 
Frozen
$
11,805

 
$
38,625

 
$
23,439

 
$
49,194

Grocery
7,838

 
7,824

 
15,587

 
15,900

Boulder
4,565

 
3,686

 
8,917

 
7,447

Specialty
3,155

 
3,676

 
6,308

 
8,358

Total
$
27,363

 
$
53,811

 
$
54,251

 
$
80,899

Capital expenditures (1)
 
 
 
 
 
 
 
Frozen
$
24,272

 
$
8,275

 
$
48,546

 
$
21,593

Grocery
9,244

 
6,214

 
18,424

 
13,744

Boulder
2,790

 
5,477

 
6,682

 
13,222

Specialty
1,143

 
4,275

 
4,582

 
9,747

Total
$
37,449

 
$
24,241

 
$
78,234

 
$
58,306

 
 
 
 
 
 
 
 
NET SALES BY PRODUCT TYPE
 
 
 
 
 
 
 
Net sales
 
 
 
 
 
 
 
Frozen
$
395,637

 
$
391,929

 
$
825,376

 
$
799,789

Shelf stable and meal enhancers
248,520

 
238,695

 
486,195

 
486,101

Desserts
62,530

 
77,389

 
140,278

 
154,635

Snacks
35,074

 
36,595

 
68,744

 
70,157

Total
$
741,761

 
$
744,608

 
$
1,520,593

 
$
1,510,682

 
 
 
 
 
 
 
 
GEOGRAPHIC INFORMATION
 
 
 
 
 
 
 
Net sales
 
 
 
 
 
 
 
United States
$
727,661

 
$
729,927

 
$
1,491,854

 
$
1,484,514

Canada
37,445

 
37,501

 
78,819

 
74,195

Intercompany
(23,345
)
 
(22,820
)
 
(50,080
)
 
(48,027
)
Total
$
741,761

 
$
744,608

 
$
1,520,593

 
$
1,510,682



(1)
Includes new capital leases.

SEGMENT INFORMATION
July 1,
2018
 
December 31,
2017
Total assets
 
 
 
Frozen
$
2,347,290

 
$
2,417,543

Grocery
2,731,780

 
2,787,209

Boulder
994,489

 
1,005,209

Specialty
351,620

 
357,040

Corporate
9,983

 
11,263

Total
$
6,435,162

 
$
6,578,264

GEOGRAPHIC INFORMATION
 
 
 
Plant assets
 
 
 
United States
$
724,124

 
$
707,670

Canada
29,990

 
32,043

Total
$
754,114

 
$
739,713

v3.10.0.1
Provision for Income Taxes
6 Months Ended
Jul. 01, 2018
Income Tax Disclosure [Abstract]  
Provision for Income Taxes
Provision for Income Taxes

The provision for income taxes and related effective tax rates for the three and six months ended July 1, 2018 and June 25, 2017, respectively, were as follows:
 
Three months ended
 
Six months ended
Provision (benefit) for income taxes
July 1,
2018
 
June 25,
2017
 
July 1,
2018
 
June 25,
2017
Current
$
10,973

 
$
7,746

 
$
22,381

 
$
10,031

Deferred
6,651

 
(10,838
)
 
12,348

 
(5,780
)
Total
$
17,624

 
$
(3,092
)
 
$
34,729

 
$
4,251

 
 
 
 
 
 
 
 
Effective tax rate
23.9
%
 
(19.9
)%
 
23.5
%
 
9.2
%


Income taxes are accounted for in accordance with the authoritative guidance for accounting for income taxes under which deferred tax assets and liabilities are determined based on the difference between their financial statement basis and tax basis, using enacted tax rates in effect for the year in which the differences are expected to reverse. In the first quarter of 2017, we retrospectively adopted the guidance of ASU 2015-17, “Balance Sheet Classification of Deferred Taxes” and in connection, are presenting all deferred tax asset and liability balances as non-current on our consolidated balance sheet for the three months ended April 1, 2018 and the year ended December 31, 2017 in this filing.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into law. Among other provisions, the Act reduced the federal statutory corporate income tax rate from 35.0% to 21.0%. The Company continues to evaluate the impact of certain foreign and domestic income provisions of the Act and for the three and six months ended July 1, 2018 has determined those provisions will not have a material effect on its fiscal year 2018 financial statements. Once the Company finalizes its analysis of the Act it will be able to conclude on any further adjustments to be recorded in these provisional amounts. Any such adjustment is reported as a component of income taxes in the reporting period in which such adjustments are determined, which will be no later than the fourth quarter of 2018, or as a component of our 2018 annualized effective income tax rate, depending on the nature of the adjustment.

Our effective income tax rate for the three and six months ended July 1, 2018 reflects a decrease in the federal rate to 21.0% as a result of the Act. The rate also includes a benefit of 1.1% and 1.5%, respectively, from share based payment transactions being recorded as an item of continuing operations in accordance with ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting” effective for our 2017 fiscal year, a benefit of 1.6% and 0.8%, respectively from an adjustment to our income tax liability, a charge of 0.6% and 1.0%, respectively, from changes in state tax law and a charge of 1.0% and .5%, respectively, from non-deductible transaction costs in connection with the Merger Agreement.

Our effective income tax rate for the three and six months ended June 25, 2017 reflects the former 35.0% federal rate and includes a benefit of 40.6% and 21.9%, respectively, from share based payment transactions being recorded as an item of continuing operations in accordance with ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting” effective for our 2017 fiscal year and a benefit of 15.5% and 5.2%, respectively, from changes in state tax law.

The Company regularly evaluates its deferred tax assets for future realization.  A valuation allowance is established when the Company believes that it is more likely than not that some portion of its deferred tax assets will not be realized.  Changes in valuation allowances from period to period are included in the Company's tax provision in the period of change. There was no significant movement in our valuation allowances during the three and six months ended July 1, 2018 and June 25, 2017.

The Company is a loss corporation as defined by Internal Revenue Code (“the Code”) Section 382. Section 382 places an annual limitation on our ability to use our federal net operating loss (“NOL”) carryovers and other attributes to reduce future taxable income. As of July 1, 2018, we have federal NOL carryovers of $408.3 million subject to an annual limitation of $17.1 million. As a result, $237.2 million of the carryovers exceed the estimated available Section 382 limitation. The Company has reduced its deferred tax assets for this limitation.
v3.10.0.1
Recently Issued Accounting Pronouncements
6 Months Ended
Jul. 01, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Recently Issued Accounting Pronouncements
Recently Issued Accounting Pronouncements

Accounting Pronouncement Adopted in 2018

In May 2014, the FASB issued ASU No. 2014-09, guidance based on the principle that revenue is recognized in an amount expected to be collected and to which the entity expects to be entitled in exchange for the transfer of goods or services. In August 2015, the FASB deferred the effective date by one year while providing the option to early adopt the standard on the original effective date. Accordingly, the Company adopted the standard in the first quarter of fiscal 2018. We analyzed the impact that the new guidance has on our policies, processes, controls, and disclosures. This assessment required, among other things, a review of the contracts we have with our customers. Substantially all of our revenue is earned pursuant to agreements under which we have one performance obligation, which is satisfied at a point-in-time. Based on our analysis, this ASU did not have a material effect on the timing or amount of revenue recognition, our results of operations, our financial position or our control environment. Our disclosures changed as appropriate to comply with the new guidance. See Note 3 for further details.

In March 2017, the FASB issued ASU 2017-07, "Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost". ASU 2017-07 requires the service cost component of net periodic benefit cost be presented in the same income statement line item as other employee compensation costs arising from services rendered during the period and other components of the net periodic benefit cost be presented separately from the line item that includes the service cost and outside of any subtotal of operating income. The Company adopted this guidance during the first quarter of 2018. The amendments have been applied retrospectively for the income statement presentation requirements. Prior to adoption of the guidance, we classified all net periodic benefit costs within operating costs, specifically Cost of products sold on the consolidated statements of operations. The line item classification changes required by the new guidance did not impact the Company's pre-tax earnings or net income; however, Gross Profit and Non-operating income changed by immaterial offsetting amounts.

In May 2017, the FASB issued ASU 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting". ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in the update are effective for all annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company adopted this guidance in the first quarter of fiscal 2018. This guidance did not have an impact on our consolidated financial statements upon adoption.

In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities". ASU 2017-12 provides guidance that amends hedge accounting. Under the new guidance, more hedging strategies will be eligible for hedge accounting and the application of hedge accounting is simplified. The new guidance amends presentation and disclosure requirements, and how effectiveness is assessed. The guidance is effective for fiscal years beginning
after December 15, 2018, and interim periods within those years. Early adoption is permitted. The Company early adopted this guidance in the first quarter of 2018. This guidance did not have a material impact on our consolidated financial statements upon adoption. Currently all of the Company's commodity risk derivatives are not designated as hedges and thus do not qualify for hedge accounting. As new derivative contracts are executed, the Company expects a portion of these commodity risk derivatives to qualify for hedge accounting and its disclosures to be updated accordingly.

In February 2018, the FASB issued ASU 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income". The update allows for a reclassification from accumulated other comprehensive earnings for stranded tax effects resulting from the 2017 Tax Cuts and Jobs Act. The update is effective for fiscal years beginning after December 15, 2018, and interim periods within those years. Early adoption is permitted. The Company early adopted this guidance in the first quarter of 2018. As a result, in the first quarter of 2018, the Company reclassified $5.3 million out of Accumulated Other Comprehensive Loss as an increase to Retained Earnings.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, “Leases”. The FASB is amending the FASB Accounting Standards Codification ("ASC") and creating Topic 842, Leases, which will supersede Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. Under the new guidance, lessees will be required to recognize the assets and liabilities arising from leases on the balance sheet. The updated guidance will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. In transition to the new guidance, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company has made progress in its data collection and evaluation of its leasing arrangements, practical expedients and accounting policy elections. The Company continues to evaluate the guidance but is currently unable to reasonably estimate the expected increase in assets and liabilities on its balance sheet from operating leases.

In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under the amendments in the new ASU, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new standard is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment testing performed after January 1, 2017. The Company is currently evaluating the impact of adopting this guidance.
v3.10.0.1
Guarantor and Nonguarantor Statements
6 Months Ended
Jul. 01, 2018
Guarantor And Nonguarantor Statements [Abstract]  
Guarantor and Nonguarantor Statements
Guarantor and Nonguarantor Statements
The Senior Notes are general senior unsecured obligations of Pinnacle Foods Finance LLC, effectively subordinated in right of payment to all existing and future senior secured indebtedness of Pinnacle Foods Finance LLC and guaranteed on a full, unconditional, joint and several basis by the Company and Pinnacle Foods Finance LLC's 100% owned domestic subsidiaries that guarantee other indebtedness of the Pinnacle Foods Finance LLC. The indenture governing the Senior Notes contains customary exceptions under which a guarantee of a guarantor subsidiary will terminate, including (1) the sale, exchange or transfer (by merger or otherwise) of the capital stock or all or substantially all of the assets of such guarantor subsidiary, (2) the release or discharge of the guarantee by such guarantor subsidiary of the Fourth Amended and Restated Credit Agreement or other guarantee that resulted in the creation of the guarantee, (3) the designation of such guarantor subsidiary as an “unrestricted subsidiary” in accordance with the indentures governing the Senior Notes and (4) upon the legal defeasance or covenant defeasance or discharge of the indentures governing the Senior Notes.
The following condensed consolidating financial information presents:
(1)
(a) Condensed consolidating balance sheets as of July 1, 2018 and December 31, 2017.
(b) The related condensed consolidating statements of operations and comprehensive earnings for the Company, Pinnacle Foods Finance LLC, all guarantor subsidiaries and the non-guarantor subsidiaries for the following:
i. Three months ended July 1, 2018; and
ii. Three months ended June 25, 2017.

(c) The related condensed consolidating statements of cash flows for the Company, Pinnacle Foods Finance LLC, all guarantor subsidiaries and the non-guarantor subsidiaries for the following:
i. Six months ended ended July 1, 2018; and
ii. Six months ended ended June 25, 2017.

(2)
Elimination entries necessary to consolidate the Company, Pinnacle Foods Finance LLC with its guarantor subsidiaries and non-guarantor subsidiaries.
Investments in subsidiaries are accounted for by the parent using the equity method of accounting. The guarantor subsidiaries are presented on a combined basis. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions and include a reclassification entry of net non-current deferred tax assets to non-current deferred tax liabilities.


Pinnacle Foods Inc.
Condensed Consolidating Balance Sheet
July 1, 2018
  
Pinnacle
Foods
Inc.
 
Pinnacle
Foods
Finance LLC
 
Guarantor
Subsidiaries
 
Nonguarantor
Subsidiaries
 
Eliminations
and
Reclassifications
 
Consolidated
Total
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$

 
$

 
$
74,106

 
$
6,325

 
$

 
$
80,431

Accounts receivable, net

 

 
255,703

 
8,655

 

 
264,358

Intercompany accounts receivable
101,958

 

 
1,273,461

 

 
(1,375,419
)
 

Inventories, net

 

 
484,820

 
23,117

 

 
507,937

Other current assets

 
6,652

 
8,638

 
599

 

 
15,889

Total current assets
101,958

 
6,652

 
2,096,728

 
38,696

 
(1,375,419
)
 
868,615

Plant assets, net

 

 
724,124

 
29,990

 

 
754,114

Investment in subsidiaries
2,368,797

 
3,246,303

 
43,116

 

 
(5,658,216
)
 

Intercompany note receivable

 
2,929,846

 
45,382

 
9,800

 
(2,985,028
)
 

Tradenames

 

 
2,458,681

 
4,491

 

 
2,463,172

Other assets, net

 
23,649

 
140,388

 
9,934

 

 
173,971

Deferred tax assets

 
238,233

 

 

 
(238,233
)
 

Goodwill

 

 
2,115,731

 
59,559

 

 
2,175,290

Total assets
$
2,470,755

 
$
6,444,683

 
$
7,624,150

 
$
152,470

 
$
(10,256,896
)
 
$
6,435,162

Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Short-term borrowings
$

 
$

 
$
1,842

 
$

 
$

 
$
1,842

Current portion of long-term obligations

 
40,000

 
14,124

 
2

 

 
54,126

Accounts payable

 

 
321,724

 
7,311

 

 
329,035

Intercompany accounts payable

 
1,353,051

 

 
22,367

 
(1,375,418
)
 

Accrued trade marketing expense

 

 
29,095

 
3,018

 

 
32,113

Accrued liabilities
204

 
17,464

 
97,000

 
5,277

 

 
119,945

Dividends payable
40,066

 

 

 

 

 
40,066

Total current liabilities
40,270

 
1,410,515

 
463,785

 
37,975

 
(1,375,418
)
 
577,127

Long-term debt

 
2,665,314

 
38,565

 
38

 

 
2,703,917

Intercompany note payable

 

 
2,919,752

 
65,277

 
(2,985,029
)
 

Pension and other postretirement benefits

 

 
50,134

 

 

 
50,134

Other long-term liabilities

 
57

 
27,781

 
824

 

 
28,662

Deferred tax liabilities

 

 
877,830

 
4,195

 
(238,233
)
 
643,792

Total liabilities
40,270

 
4,075,886

 
4,377,847

 
108,309

 
(4,598,680
)
 
4,003,632

Commitments and contingencies (Note 15)

 


 


 


 


 


Shareholders' equity:
 
 
 
 
 
 
 
 
 
 
 
Pinnacle common stock
1,202

 

 

 

 

 
1,202

Additional paid-in-capital
1,457,492

 
1,458,694

 
1,380,615

 
32,771

 
(2,872,080
)
 
1,457,492

Retained earnings
1,027,855

 
934,057

 
1,898,201

 
13,889

 
(2,846,147
)
 
1,027,855

Accumulated other comprehensive (loss)/gain
(23,954
)
 
(23,954
)
 
(32,513
)
 
(3,544
)
 
60,011

 
(23,954
)
Capital stock in treasury, at cost
(32,110
)
 

 

 

 

 
(32,110
)
Total Pinnacle Foods Inc. and Subsidiaries stockholders' equity
2,430,485

 
2,368,797

 
3,246,303

 
43,116

 
(5,658,216
)
 
2,430,485

Non-controlling interest

 

 

 
1,045

 

 
1,045

Total Equity
2,430,485


2,368,797


3,246,303


44,161


(5,658,216
)

2,431,530

Total liabilities and equity
$
2,470,755

 
$
6,444,683

 
$
7,624,150

 
$
152,470

 
$
(10,256,896
)
 
$
6,435,162

Pinnacle Foods Inc.
Condensed Consolidating Balance Sheet
December 31, 2017
  
Pinnacle
Foods
Inc.
 
Pinnacle
Foods
Finance LLC
 
Guarantor
Subsidiaries
 
Nonguarantor
Subsidiaries
 
Eliminations
and
Reclassifications
 
Consolidated
Total
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$

 
$

 
$
241,772

 
$
8,056

 
$

 
$
249,828

Accounts receivable, net

 

 
272,401

 
9,221

 

 
281,622

Intercompany accounts receivable
102,335

 

 
1,001,329

 

 
(1,103,664
)
 

Inventories, net

 

 
469,813

 
19,993

 

 
489,806

Other current assets

 
2,649

 
8,124

 
288

 

 
11,061

Total current assets
102,335

 
2,649

 
1,993,439

 
37,558

 
(1,103,664
)
 
1,032,317

Plant assets, net

 

 
707,670

 
32,043

 

 
739,713

Investment in subsidiaries
2,317,445

 
3,180,932

 
43,056

 

 
(5,541,433
)
 

Intercompany note receivable

 
2,907,799

 
45,226

 
9,800

 
(2,962,825
)
 

Tradenames

 

 
2,458,681

 
4,693

 

 
2,463,374

Other assets, net

 
8,802

 
145,489

 
10,608

 

 
164,899

Deferred tax assets

 
233,391

 

 

 
(233,391
)
 

Goodwill

 

 
2,115,731

 
62,230

 

 
2,177,961

Total assets
$
2,419,780

 
$
6,333,573

 
$
7,509,292

 
$
156,932

 
$
(9,841,313
)
 
$
6,578,264

Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Short-term borrowings
$

 
$

 
$
2,739

 
$

 
$

 
$
2,739

Current portion of long-term obligations

 
22,620

 
11,311

 
3

 

 
33,934

Accounts payable

 

 
315,142

 
7,920

 

 
323,062

Intercompany accounts payable

 
1,078,535

 

 
25,129

 
(1,103,664
)
 

Accrued trade marketing expense

 

 
36,484

 
2,491

 

 
38,975

Accrued liabilities
178

 
19,913

 
95,010

 
7,030

 

 
122,131

Dividends payable
40,470

 

 

 

 

 
40,470

Total current liabilities
40,648

 
1,121,068

 
460,686

 
42,573

 
(1,103,664
)
 
561,311

Long-term debt

 
2,894,962

 
30,594

 
38

 

 
2,925,594

Intercompany note payable

 

 
2,896,811

 
66,014

 
(2,962,825
)
 

Pension and other postretirement benefits

 

 
53,251

 

 

 
53,251

Other long-term liabilities

 
98

 
32,971

 
968

 

 
34,037

Deferred tax liabilities

 

 
854,047

 
3,177

 
(233,391
)
 
623,833

Total liabilities
40,648

 
4,016,128

 
4,328,360

 
112,770

 
(4,299,880
)
 
4,198,026

Commitments and contingencies (Note 15)

 


 


 


 


 


Shareholders' equity:
 
 
 
 
 
 
 
 
 
 
 
Pinnacle common stock
1,200

 

 

 

 

 
1,200

Additional paid-in-capital
1,453,054

 
1,454,253

 
1,376,175

 
32,771

 
(2,863,199
)
 
1,453,054

Retained earnings
987,238

 
893,441

 
1,834,555

 
10,756

 
(2,738,752
)
 
987,238

Accumulated other comprehensive loss
(30,250
)
 
(30,249
)
 
(29,798
)
 
(471
)
 
60,518

 
(30,250
)
Capital stock in treasury, at cost
(32,110
)
 

 

 

 

 
(32,110
)
Total Pinnacle Foods Inc. and Subs stockholders equity
2,379,132

 
2,317,445

 
3,180,932

 
43,056

 
(5,541,433
)
 
2,379,132

Non-controlling interest

 

 

 
1,106

 

 
1,106

Total Equity
2,379,132

 
2,317,445

 
3,180,932

 
44,162

 
(5,541,433
)
 
2,380,238

Total liabilities and shareholders' equity
$
2,419,780

 
$
6,333,573

 
$
7,509,292

 
$
156,932

 
$
(9,841,313
)
 
$
6,578,264



Pinnacle Foods Inc.
Condensed Consolidating Statement of Operations and Comprehensive Earnings
For the three months ended July 1, 2018
  
Pinnacle
Foods
Inc.
 
Pinnacle
Foods
Finance LLC
 
Guarantor
Subsidiaries
 
Nonguarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
Net sales
$

 
$

 
$
727,662

 
$
37,445

 
$
(23,346
)
 
$
741,761

Cost of products sold

 

 
522,192

 
31,171

 
(23,064
)
 
530,299

Gross profit

 

 
205,470

 
6,274

 
(282
)
 
211,462

 
 
 
 
 
 
 
 
 
 
 
 
Marketing and selling expenses

 

 
49,539

 
1,078

 

 
50,617

Administrative expenses

 

 
33,813

 
1,555

 

 
35,368

Research and development expenses

 

 
4,626

 
160

 

 
4,786

Intercompany royalties

 

 
(146
)
 
146

 

 

Intercompany management fees

 

 

 
282

 
(282
)
 

Intercompany technical service fees

 

 

 

 

 

Other (income) expense, net

 
4,637

 
12,638

 
170

 

 
17,445

Equity in (earnings) loss of investees
(56,317
)
 
(67,623
)
 
(1,948
)
 

 
125,888

 

 
(56,317
)
 
(62,986
)
 
98,522

 
3,391

 
125,606

 
108,216

Operating income
56,317

 
62,986

 
106,948

 
2,883

 
(125,888
)
 
103,246

Non-operating income

 

 
802

 

 

 
802

Earnings before interest and taxes
56,317

 
62,986

 
107,750

 
2,883

 
(125,888
)
 
104,048

Intercompany interest (income) expense

 
(18,750
)
 
18,532

 
218

 

 

Interest expense

 
29,338

 
844

 
2

 

 
30,184

Interest income

 

 
7

 
9

 

 
16

Earnings before income taxes
56,317

 
52,398

 
88,381

 
2,672

 
(125,888
)
 
73,880

(Benefit) provision for income taxes

 
(3,919
)
 
20,758

 
785

 

 
17,624

Net earnings
56,317

 
56,317

 
67,623

 
1,887

 
(125,888
)
 
56,256

Less: Net loss attributable to non-controlling interest

 

 

 
(61
)
 

 
(61
)
Net earnings attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders
$
56,317


$
56,317


$
67,623


$
1,948


$
(125,888
)

$
56,317

 
 
 
 
 
 
 
 
 
 
 
 
Total comprehensive earnings
59,777

 
59,777

 
66,271

 
434

 
(126,482
)
 
59,777

Less: Comprehensive loss attributable to non-controlling interest

 

 

 
(61
)
 

 
(61
)
Comprehensive earnings attributable to Pinnacle Foods, Inc. and Subsidiaries
$
59,777


$
59,777


$
66,271


$
495


$
(126,482
)

$
59,838

 

Pinnacle Foods Inc.
Condensed Consolidating Statement of Operations and Comprehensive Earnings
For the three months ended June 25, 2017
  
Pinnacle
Foods
Inc.
 
Pinnacle
Foods
Finance LLC
 
Guarantor
Subsidiaries
 
Nonguarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
Net sales
$

 
$

 
$
729,927

 
$
37,501

 
$
(22,820
)
 
$
744,608

Cost of products sold

 


 
571,215

 
31,803

 
(22,337
)
 
580,681

Gross profit

 

 
158,712

 
5,698

 
(483
)
 
163,927

 
 
 
 
 
 
 
 
 
 
 
 
Marketing and selling expenses

 

 
48,485

 
985

 

 
49,470

Administrative expenses

 

 
32,319

 
1,311

 

 
33,630

Research and development expenses

 

 
4,441

 
139

 

 
4,580

Tradename impairment charges


 

 
27,430

 

 

 
27,430

Intercompany royalties

 

 
(166
)
 
166

 

 

Intercompany management fees


 


 


 
391

 
(391
)
 

Intercompany technical service fees

 

 

 
92

 
(92
)
 

Other expense, net


 
(164
)
 
6,026

 
(574
)
 

 
5,288

Equity in (earnings) loss of investees
(18,669
)
 
(23,402
)
 
(2,472
)
 

 
44,543

 

 
(18,669
)
 
(23,566
)
 
116,063

 
2,510

 
44,060

 
120,398

Operating income
18,669

 
23,566

 
42,649

 
3,188

 
(44,543
)
 
43,529

Non-operating income

 

 
491

 

 

 
491

Earnings before interest and taxes
18,669

 
23,566

 
43,140

 
3,188

 
(44,543
)
 
44,020

Intercompany interest (income) expense

 
(19,624
)
 
19,416

 
208

 

 

Interest expense

 
27,772

 
722

 
13

 

 
28,507

Interest income

 

 
10

 
3

 

 
13

Earnings before income taxes
18,669

 
15,418

 
23,012

 
2,970

 
(44,543
)
 
15,526

(Benefit) provision for income taxes

 
(3,251
)
 
(390
)
 
549

 

 
(3,092
)
Net earnings
18,669

 
18,669

 
23,402

 
2,421

 
(44,543
)
 
18,618

Less: Net (loss) earnings attributable to non-controlling interest

 

 

 
(51
)
 

 
(51
)
Net earnings (loss) attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders
$
18,669

 
$
18,669

 
$
23,402

 
$
2,472

 
$
(44,543
)
 
$
18,669

 
 
 
 
 
 
 
 
 
 
 
 
Total comprehensive earnings (loss)
16,165

 
16,165

 
24,101

 
2,928

 
(43,245
)
 
16,114

Less: Comprehensive (loss) attributable to non-controlling interest

 

 

 
(51
)
 

 
(51
)
Comprehensive earnings (loss) attributable to Pinnacle Foods, Inc. and Subsidiaries
$
16,165

 
$
16,165

 
$
24,101

 
$
2,979

 
$
(43,245
)
 
$
16,165







Pinnacle Foods Inc.
Condensed Consolidating Statement of Operations and Comprehensive Earnings
For the six months ended July 1, 2018

  
Pinnacle
Foods
Inc.
 
Pinnacle
Foods
Finance LLC
 
Guarantor
Subsidiaries
 
Nonguarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
Net sales
$

 
$

 
$
1,491,854

 
$
78,819

 
$
(50,080
)
 
$
1,520,593

Cost of products sold

 

 
1,084,945

 
67,436

 
(49,680
)
 
1,102,701

Gross profit

 

 
406,909

 
11,383

 
(400
)
 
417,892

 
 
 
 
 
 
 
 
 
 
 
 
Marketing and selling expenses

 

 
98,106

 
1,738

 

 
99,844

Administrative expenses

 

 
66,852

 
3,190

 

 
70,042

Research and development expenses

 

 
9,207

 
343

 

 
9,550

Intercompany royalties

 

 
(313
)
 
313

 

 

Intercompany management fees

 

 

 
400

 
(400
)
 

Intercompany technical service fees

 

 

 

 

 

Other (income) expense, net

 
5,162

 
14,794

 
354

 

 
20,310

Equity in (earnings) loss of investees
(113,231
)
 
(141,590
)
 
(3,431
)
 

 
258,252

 

 
(113,231
)
 
(136,428
)
 
185,215

 
6,338

 
257,852

 
199,746

Operating income
113,231

 
136,428

 
221,694

 
5,045

 
(258,252
)
 
218,146

Non-operating income

 

 
1,603

 

 

 
1,603

Earnings before interest and taxes
113,231

 
136,428

 
223,297

 
5,045

 
(258,252
)
 
219,749

Intercompany interest (income) expense

 
(37,502
)
 
37,065

 
437

 

 

Interest expense

 
70,473

 
1,586

 
19

 

 
72,078

Interest income

 

 
207

 
21

 

 
228

Earnings before income taxes
113,231

 
103,457

 
184,853

 
4,610

 
(258,252
)
 
147,899

(Benefit) provision for income taxes

 
(9,774
)
 
43,263

 
1,240

 

 
34,729

Net earnings
113,231

 
113,231

 
141,590

 
3,370

 
(258,252
)
 
113,170

Less: Net loss attributable to non-controlling interest

 

 

 
(61
)
 

 
(61
)
Net earnings attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders
$
113,231

 
$
113,231

 
$
141,590

 
$
3,431

 
$
(258,252
)
 
$
113,231

 
 
 
 
 
 
 
 
 
 
 
 
Total comprehensive earnings
124,795

 
124,795

 
138,814

 
298

 
(263,907
)
 
124,795

Less: Comprehensive loss attributable to non-controlling interest

 

 

 
(61
)
 

 
(61
)
Comprehensive earnings attributable to Pinnacle Foods, Inc. and Subsidiaries
$
124,795

 
$
124,795

 
$
138,814

 
$
359

 
$
(263,907
)
 
$
124,856






Pinnacle Foods Inc.
Condensed Consolidating Statement of Operations and Comprehensive Earnings
For the six months ended June 25, 2017

  
Pinnacle
Foods
Inc.
 
Pinnacle
Foods
Finance LLC
 
Guarantor
Subsidiaries
 
Nonguarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
Net sales
$

 
$

 
$
1,484,514

 
$
74,195

 
$
(48,027
)
 
$
1,510,682

Cost of products sold

 

 
1,117,427

 
65,659

 
(46,904
)
 
1,136,182

Gross profit

 

 
367,087

 
8,536

 
(1,123
)
 
374,500

 
 
 
 
 
 
 
 
 
 
 
 
Marketing and selling expenses

 

 
103,188

 
1,876

 

 
105,064

Administrative expenses

 

 
66,704

 
2,937

 

 
69,641

Research and development expenses

 

 
8,278

 
323

 

 
8,601

Tradename impairment charges


 

 
27,430

 

 

 
27,430

Intercompany royalties
 
 
 
 
(354
)
 
354

 

 

Intercompany management fees

 

 

 
782

 
(782
)
 

Intercompany technical service fees

 

 

 
341

 
(341
)
 

Other expense, net

 
(397
)
 
10,046

 
(131
)
 

 
9,518

Equity in (earnings) loss of investees
(41,595
)
 
(81,579
)
 
(1,120
)
 

 
124,294

 

 
(41,595
)
 
(81,976
)
 
214,172

 
6,482

 
123,171

 
220,254

Operating income
41,595

 
81,976

 
152,915

 
2,054

 
(124,294
)
 
154,246

Non-operating income

 

 
982

 

 

 
982

Earnings before interest and taxes
41,595

 
81,976

 
153,897

 
2,054

 
(124,294
)
 
155,228

Intercompany interest (income) expense

 
(41,929
)
 
41,503

 
426

 

 

Interest expense

 
107,942

 
1,273

 
23

 

 
109,238

Interest income

 

 
20

 
8

 

 
28

Earnings before income taxes
41,595

 
15,963

 
111,141

 
1,613

 
(124,294
)
 
46,018

(Benefit) provision for income taxes

 
(25,632
)
 
29,562

 
321

 

 
4,251

Net earnings
41,595

 
41,595

 
81,579

 
1,292

 
(124,294
)
 
41,767

Less: Net (loss) earnings attributable to non-controlling interest

 

 

 
172

 

 
172

Net earnings (loss) attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders
$
41,595

 
$
41,595

 
$
81,579

 
$
1,120

 
$
(124,294
)
 
$
41,595

 
 
 
 
 
 
 
 
 
 
 
 
Total comprehensive earnings (loss)
54,198

 
54,198

 
83,782

 
3,174

 
(140,982
)
 
54,370

Less: Comprehensive (loss) attributable to non-controlling interest

 

 

 
172

 

 
172

Comprehensive earnings (loss) attributable to Pinnacle Foods, Inc. and Subsidiaries
$
54,198

 
$
54,198

 
$
83,782

 
$
3,002

 
$
(140,982
)
 
$
54,198




 
Pinnacle Foods Inc.
Condensed Consolidating Statement of Cash Flows
For the six months ended July 1, 2018
  
Pinnacle
Foods
Inc.
 
Pinnacle
Foods
Finance LLC
 
Guarantor
Subsidiaries
 
Nonguarantor
Subsidiaries
 
Eliminations
and
Reclassifications
 
Consolidated
Total
Cash flows from operating activities
 
 
 
 
 
 
 
 
 
 
 
Net cash (used in) provided by operating activities
$

 
$
(8,245
)
 
$
216,288

 
$
6,707

 
$

 
$
214,750

Cash flows from investing activities
 
 
 
 
 
 
 
 
 
 
 
Intercompany accounts receivable/payable

 
249,338

 
7,038

 

 
(256,376
)
 

Investment in Subsidiary
83,697

 
73,442

 

 

 
(157,139
)
 

Capital expenditures

 

 
(58,716
)
 
(1,617
)
 

 
(60,333
)
Other investing

 

 

 
608

 

 
608

Net cash provided by (used in) investing activities
83,697

 
322,780

 
(51,678
)
 
(1,009
)
 
(413,515
)
 
(59,725
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
 
 
Net proceeds from issuance of common stock
2,046

 

 

 

 

 
2,046

Taxes paid related to net share settlement of equity awards
(7,572
)
 

 

 

 

 
(7,572
)
Dividends paid
(78,171
)
 

 

 

 

 
(78,171
)
Proceeds from bank term loans

 
2,289,380

 

 

 

 
2,289,380

Repayments of long-term obligations

 
(2,613,649
)
 
(980
)
 

 

 
(2,614,629
)
Repayments of short-term borrowing

 

 
(2,391
)
 

 

 
(2,391
)
Borrowings under revolving credit facility

 
100,000

 

 

 

 
100,000

Intercompany accounts receivable/payable

 

 
(249,338
)
 
(7,038
)
 
256,376

 

Return of capital

 
(83,697
)
 
(73,442
)
 

 
157,139

 

Repayment of capital lease obligations

 

 
(6,125
)
 
(63
)
 

 
(6,188
)
Debt acquisition costs

 
(6,569
)
 

 

 

 
(6,569
)
Net cash (used in) provided by financing activities
(83,697
)
 
(314,535
)
 
(332,276
)
 
(7,101
)
 
413,515

 
(324,094
)
Effect of exchange rate changes on cash


 


 


 
(328
)
 


 
(328
)
Net change in cash and cash equivalents

 

 
(167,666
)
 
(1,731
)
 

 
(169,397
)
Cash and cash equivalents - beginning of period

 

 
241,772

 
8,056

 

 
249,828

Cash and cash equivalents - end of period
$

 
$

 
$
74,106

 
$
6,325

 
$

 
$
80,431

 
 
 
 
 
 
 
 
 
 
 
 

Pinnacle Foods Inc.
Condensed Consolidating Statement of Cash Flows
For the six months ended June 25, 2017
  
Pinnacle
Foods
Inc.
 
Pinnacle
Foods
Finance LLC
 
Guarantor
Subsidiaries
 
Nonguarantor
Subsidiaries
 
Eliminations
and
Reclassifications
 
Consolidated
Total
Cash flows from operating activities
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
$

 
$
(18,025
)
 
$
138,670

 
$
(297
)
 
$

 
$
120,348

Cash flows from investing activities
 
 
 
 
 
 
 
 
 
 
 
Intercompany accounts receivable/payable

 
248,150

 
2,571

 

 
(250,721
)
 

Investment in subsidiaries
67,287

 
58,504

 

 

 
(125,791
)
 

Capital expenditures

 

 
(48,271
)
 
(1,084
)
 

 
(49,355
)
Sale of plant assets

 

 
517

 
1,430

 

 
1,947

Net cash (used in) provided by investing activities
67,287

 
306,654

 
(45,183
)
 
346

 
(376,512
)
 
(47,408
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
 
 
Net proceeds from the issuance of common stock
9,051

 

 

 

 

 
9,051

Taxes paid related to net share settlement of equity awards
(8,926
)








 
(8,926
)
Dividends paid
(67,412
)
 

 

 

 

 
(67,412
)
Proceeds from bank term loan

 
2,262,000

 

 

 

 
2,262,000

Repayments of long-term obligations

 
(2,470,405
)
 
(1,915
)
 

 

 
(2,472,320
)
Proceeds from short-term borrowing

 

 
1,634

 

 

 
1,634

Repayments of short-term borrowing

 

 
(2,240
)
 

 

 
(2,240
)
Intercompany accounts receivable/payable

 

 
(248,150
)
 
(2,571
)
 
250,721

 

Return of capital

 
(67,287
)
 
(58,504
)
 

 
125,791

 

Repayment of capital lease obligations

 

 
(4,180
)
 
(36
)
 

 
(4,216
)
Debt acquisition costs

 
(12,937
)
 

 

 

 
(12,937
)
Net cash (used in) provided by financing activities
(67,287
)
 
(288,629
)
 
(313,355
)
 
(2,607
)
 
376,512


(295,366
)
Effect of exchange rate changes on cash

 

 

 
219

 

 
219

Net change in cash and cash equivalents

 

 
(219,868
)
 
(2,339
)
 

 
(222,207
)
Cash and cash equivalents - beginning of period

 

 
341,238

 
11,838

 

 
353,076

Cash and cash equivalents - end of period
$

 
$

 
$
121,370

 
$
9,499

 
$

 
$
130,869

 
 
 
 
 
 
 
 
 
 
 
 
v3.10.0.1
Recently Issued Accounting Pronouncements (Policies)
6 Months Ended
Jul. 01, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation
Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting primarily of normal recurring adjustments) necessary for a fair statement of the Company’s financial position as of July 1, 2018, the results of operations for the three and six months ended July 1, 2018 and June 25, 2017, and the cash flows for the six months ended July 1, 2018 and June 25, 2017. The results of operations are not necessarily indicative of the results to be expected for the full fiscal year. The accompanying unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2017.
Fair Value of Financial Instruments
The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its debt funding and the use of derivative financial instruments. The primary risks managed by using derivative instruments are interest rate risk, foreign currency exchange risk and commodity price risk.

The valuations of these instruments are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate, commodity, and foreign exchange forward curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash receipts (or payments) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of the authoritative guidance for fair value disclosure, the Company incorporates credit valuation adjustments to appropriately reflect both its own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of non-performance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. Other than the Tradename discussed below, the Company had no fair value measurements based upon significant unobservable inputs (Level 3) as of July 1, 2018 or December 31, 2017.

In addition to the instruments named above, the Company also makes fair value measurements in connection with any goodwill and tradename impairment testing. These measurements fall into Level 3 of the fair value hierarchy.
Recently Issued Accounting Pronouncements
Accounting Pronouncement Adopted in 2018

In May 2014, the FASB issued ASU No. 2014-09, guidance based on the principle that revenue is recognized in an amount expected to be collected and to which the entity expects to be entitled in exchange for the transfer of goods or services. In August 2015, the FASB deferred the effective date by one year while providing the option to early adopt the standard on the original effective date. Accordingly, the Company adopted the standard in the first quarter of fiscal 2018. We analyzed the impact that the new guidance has on our policies, processes, controls, and disclosures. This assessment required, among other things, a review of the contracts we have with our customers. Substantially all of our revenue is earned pursuant to agreements under which we have one performance obligation, which is satisfied at a point-in-time. Based on our analysis, this ASU did not have a material effect on the timing or amount of revenue recognition, our results of operations, our financial position or our control environment. Our disclosures changed as appropriate to comply with the new guidance. See Note 3 for further details.

In March 2017, the FASB issued ASU 2017-07, "Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost". ASU 2017-07 requires the service cost component of net periodic benefit cost be presented in the same income statement line item as other employee compensation costs arising from services rendered during the period and other components of the net periodic benefit cost be presented separately from the line item that includes the service cost and outside of any subtotal of operating income. The Company adopted this guidance during the first quarter of 2018. The amendments have been applied retrospectively for the income statement presentation requirements. Prior to adoption of the guidance, we classified all net periodic benefit costs within operating costs, specifically Cost of products sold on the consolidated statements of operations. The line item classification changes required by the new guidance did not impact the Company's pre-tax earnings or net income; however, Gross Profit and Non-operating income changed by immaterial offsetting amounts.

In May 2017, the FASB issued ASU 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting". ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in the update are effective for all annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company adopted this guidance in the first quarter of fiscal 2018. This guidance did not have an impact on our consolidated financial statements upon adoption.

In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities". ASU 2017-12 provides guidance that amends hedge accounting. Under the new guidance, more hedging strategies will be eligible for hedge accounting and the application of hedge accounting is simplified. The new guidance amends presentation and disclosure requirements, and how effectiveness is assessed. The guidance is effective for fiscal years beginning
after December 15, 2018, and interim periods within those years. Early adoption is permitted. The Company early adopted this guidance in the first quarter of 2018. This guidance did not have a material impact on our consolidated financial statements upon adoption. Currently all of the Company's commodity risk derivatives are not designated as hedges and thus do not qualify for hedge accounting. As new derivative contracts are executed, the Company expects a portion of these commodity risk derivatives to qualify for hedge accounting and its disclosures to be updated accordingly.

In February 2018, the FASB issued ASU 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income". The update allows for a reclassification from accumulated other comprehensive earnings for stranded tax effects resulting from the 2017 Tax Cuts and Jobs Act. The update is effective for fiscal years beginning after December 15, 2018, and interim periods within those years. Early adoption is permitted. The Company early adopted this guidance in the first quarter of 2018. As a result, in the first quarter of 2018, the Company reclassified $5.3 million out of Accumulated Other Comprehensive Loss as an increase to Retained Earnings.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, “Leases”. The FASB is amending the FASB Accounting Standards Codification ("ASC") and creating Topic 842, Leases, which will supersede Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. Under the new guidance, lessees will be required to recognize the assets and liabilities arising from leases on the balance sheet. The updated guidance will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. In transition to the new guidance, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company has made progress in its data collection and evaluation of its leasing arrangements, practical expedients and accounting policy elections. The Company continues to evaluate the guidance but is currently unable to reasonably estimate the expected increase in assets and liabilities on its balance sheet from operating leases.

In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under the amendments in the new ASU, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new standard is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment testing performed after January 1, 2017. The Company is currently evaluating the impact of adopting this guidance.
v3.10.0.1
Acquisitions (Tables)
6 Months Ended
Jul. 01, 2018
Business Combinations [Abstract]  
Schedule of Assets Acquired and Liabilities Assumed
The following table summarizes the allocation of the total cost of the acquisition to the assets acquired:

Assets acquired
 
  Land
$
700

  Buildings
22,043

  Plant assets
4,091

  Goodwill
10,653

Total cost of acquisition
$
37,487

v3.10.0.1
Fair Value Measurements (Tables)
6 Months Ended
Jul. 01, 2018
Fair Value Disclosures [Abstract]  
Financial Assets and Liabilities Subject to Recurring Fair Value
The Company’s financial assets and liabilities subject to recurring fair value measurements and the required disclosures are as follows:
 
 
July 1, 2018
 
Fair Value Measurements
Using Fair Value Hierarchy
 
 
December 31, 2017
 
Fair Value Measurements
Using Fair Value Hierarchy
 
Level 1
 
Level 2
 
Level 3
Level 1
 
Level 2
 
Level 3
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate derivatives
$
27,505

 
$

 
$
27,505

 
$

 
 
$
8,194

 
$

 
$
8,194

 
$

Foreign currency derivatives
295

 

 
295

 

 
 

 

 

 

Commodity derivatives
1,801

 

 
1,801

 

 
 
2,615

 

 
2,615

 

Total assets at fair value
$
29,601

 
$

 
$
29,601

 
$

 
 
$
10,809

 
$

 
$
10,809


$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency derivatives
$

 
$

 
$

 
$

 
 
$
750

 
$

 
$
750

 
$

Commodity derivatives
600

 

 
600

 

 
 
336

 

 
336

 

Total liabilities at fair value
$
600

 
$

 
$
600

 
$

 
 
$
1,086

 
$

 
$
1,086

 
$

v3.10.0.1
Other Expense, net (Tables)
6 Months Ended
Jul. 01, 2018
Other Income and Expenses [Abstract]  
Schedule of Other Expense (Income), net
 
Three months ended

Six months ended
 
July 1,
2018

June 25,
2017

July 1,
2018

June 25,
2017
Other expense, net consists of:







Amortization of intangibles/other assets
$
2,328


$
6,324


$
4,656


$
10,866

Foreign exchange losses/(gains)
369


(165
)

894


(398
)
Redemption premium on the early extinguishment of debt
4,267

 

 
4,267

 

Merger Agreement costs (Note 1)
10,836




10,836



Royalty income and other
(355
)

(871
)

(343
)

(950
)
Total other expense, net
$
17,445


$
5,288


$
20,310


$
9,518

v3.10.0.1
Equity-Based Compensation Expense and Earnings Per Share (Tables)
6 Months Ended
Jul. 01, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Schedule of Employee Service Share-based Compensation
The following table summarizes equity-based compensation expense which was allocated as follows:

 
 
Three months ended
 
Six months ended
 
 
July 1, 2018
 
June 25, 2017
 
July 1, 2018
 
June 25, 2017
Cost of products sold
 
$
806

 
$
367

 
$
1,412

 
$
882

Marketing and selling expenses
 
1,391

 
1,746

 
1,900

 
2,913

Administrative expenses
 
3,302

 
3,247

 
6,288

 
5,554

Research and development expenses
 
201

 
187

 
379

 
307

Pre-tax equity-based compensation expense
 
5,700

 
5,547

 
9,979

 
9,656

Income tax benefit
 
(1,195
)
 
(2,113
)
 
(2,046
)
 
(3,674
)
Net equity-based compensation expense
 
$
4,505

 
$
3,434

 
$
7,933

 
$
5,982

Schedule of Weighted Average Number of Shares
Basic earnings per common share is computed by dividing net earnings or loss for common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share are calculated by dividing net earnings by weighted-average common shares outstanding during the period plus dilutive potential common shares, which are determined as follows:
 
Three months ended
 
Six months ended
 
July 1, 2018
 
June 25, 2017
 
July 1, 2018
 
June 25, 2017
Weighted-average common shares
118,773,942

 
118,114,090

 
118,635,078

 
117,868,921

Effect of dilutive securities:
1,174,379


1,492,739


1,245,448


1,600,267

Dilutive potential common shares
119,948,321

 
119,606,829

 
119,880,526


119,469,188

v3.10.0.1
Accumulated Other Comprehensive Loss (Tables)
6 Months Ended
Jul. 01, 2018
Equity [Abstract]  
Schedule of Components of Accumulated Other Comprehensive Income (Loss)
The components of Accumulated other comprehensive loss consist of the following:
 
Currency translation adjustments
 
Gains (Losses) on cash flow hedges
 
Change in pensions
 
Total
Balance, December 31, 2017
$
2,095

 
$
6,571

 
$
(38,916
)
 
$
(30,250
)
Other comprehensive (loss)/income before reclassification
(3,841
)
 
16,075

 

 
12,234

Amounts reclassified from accumulated other comprehensive loss

 
(967
)
 
358

 
(609
)
Net current period other comprehensive (loss)/income
(3,841
)
 
15,108

 
358

 
11,625

Adoption of ASU 2018-02

 
1,088

 
(6,417
)
 
(5,329
)
Balance, July 1, 2018
$
(1,746
)
 
$
22,767

 
$
(44,975
)
 
$
(23,954
)

 
Currency translation adjustments
 
Gains (Losses) on cash flow hedges
 
Change in pensions
 
Total
Balance, December 25, 2016
$
(3,989
)
 
$
(8,234
)
 
$
(39,346
)
 
$
(51,569
)
Other comprehensive loss before reclassification
1,765

 
(2,871
)
 

 
(1,106
)
Amounts reclassified from accumulated other comprehensive loss

 
13,352

 
357

 
13,709

Net current period other comprehensive (loss)/income
1,765

 
10,481

 
357

 
12,603

Balance, June 25, 2017
$
(2,224
)
 
$
2,247

 
$
(38,989
)
 
$
(38,966
)
Summary of Reclassification out of Accumulated Other Comprehensive Income (Loss)
The following table presents amounts reclassified out of Accumulated Other Comprehensive Loss ("AOCL") and into Net earnings for the three and six months ended July 1, 2018 and June 25, 2017, respectively.
 
 
Amounts Reclassified from AOCL
 
 
 
 
Three months ended
 
Six months ended
 
 
Details about Accumulated Other Comprehensive Loss Components
 
July 1, 2018
 
June 25, 2017
 
July 1, 2018
 
June 25, 2017
 
Reclassified from AOCL to:
Gains and (losses) on financial instrument contracts
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
 
$
1,166

 
$
122

 
$
1,311

 
$
(21,652
)
 
Interest expense
Foreign exchange contracts
 
61

 
156

 
(13
)
 
55

 
Cost of products sold
Total pre-tax
 
1,227

 
278

 
1,298

 
(21,597
)
 
 
Tax (expense) benefit
 
(314
)
 
(106
)
 
(331
)
 
8,245

 
Provision for income taxes
Net of tax
 
913

 
172

 
967

 
(13,352
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Pension actuarial assumption adjustments
 
 
 
 
 
 
 
 
 
 
Amortization of actuarial loss
 
(217
)
 
(309
)
 
(476
)
 
(578
)
(a)
Cost of products sold
Tax benefit
 
54

 
119

 
118

 
221

 
Provision for income taxes
Net of tax
 
(163
)
 
(190
)
 
(358
)
 
(357
)
 
 
Net reclassifications into net earnings
 
$
750

 
$
(18
)
 
$
609

 
$
(13,709
)
 
 

(a) This is included in the computation of net periodic pension cost (see Note 13 for additional details).
v3.10.0.1
Balance Sheet Information (Tables)
6 Months Ended
Jul. 01, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Accounts Receivable
Accounts receivable are as follows:

 
July 1,
2018
 
December 31, 2017
Customers
$
263,631

 
$
280,086

Allowances for cash discounts, bad debts and returns
(9,584
)
 
(10,036
)
Subtotal
254,047

 
270,050

Other receivables
10,311

 
11,572

Total
$
264,358

 
$
281,622

Schedule of Inventories
Inventories are as follows:
 
 
July 1,
2018
 
December 31,
2017
Raw materials
$
98,547

 
$
78,567

Work in progress (1)
39,684

 
65,800

Finished product
369,706

 
345,439

Total
$
507,937

 
$
489,806


(1) Work in progress is primarily agricultural inventory.
Schedule of Plant Assets
Plant assets are as follows:
 
July 1,
2018
 
December 31, 2017
Land
$
15,648

 
$
15,648

Buildings
333,519

 
327,501

Machinery and equipment
897,169

 
898,728

Projects in progress
73,899

 
64,038

Subtotal
1,320,235

 
1,305,915

Accumulated depreciation
(566,121
)
 
(566,202
)
Total
$
754,114

 
$
739,713

Schedule of Accrued Liabilities
Accrued liabilities are as follows:
 
July 1,
2018

December 31,
2017
Employee compensation and benefits
$
51,963

 
$
39,699

Interest payable
17,537

 
19,254

Consumer coupons
3,493

 
2,400

Accrued restructuring charges (Note 11)
342

 
1,414

Accrued financial instrument contracts (Note 14)
543

 
988

Accrued broker commissions
7,070

 
6,994

Accrued income taxes
6,199

 
26,805

Other
32,798

 
24,577

Total
$
119,945

 
$
122,131

Schedule of Other Long-Term Liabilities
Other long-term liabilities are as follows:
 
July 1,
2018
 
December 31,
2017
 Employee compensation and benefits
$
14,618

 
$
14,197

 Long-term rent liability and deferred rent allowances
5,735

 
6,217

 Liability for uncertain tax positions (a)
6,223

 
11,140

 Accrued financial instrument contracts (Note 14)
57

 
98

 Other
2,029

 
2,385

Total
$
28,662

 
$
34,037


(a) The decrease is primarily related to a change in our tax accounting methodology for capitalized inventory.
v3.10.0.1
Goodwill, Tradenames and Other Assets (Tables)
6 Months Ended
Jul. 01, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill by segment
Goodwill by segment is as follows:
 
Frozen
 
Grocery
 
Boulder
 
Specialty
 
Total
Balance, December 31, 2017
$
764,824

 
$
860,972

 
$
364,883

 
$
187,282

 
$
2,177,961

Foreign currency adjustment
(2,671
)
 

 

 

 
(2,671
)
Balance, July 1, 2018
$
762,153


$
860,972

 
$
364,883

 
$
187,282

 
$
2,175,290

 
 
 
 
 
 
 
 
 
 
Schedule of Tradenames by segment
Tradenames by segment are as follows:
 
Frozen
 
Grocery
 
Boulder
 
Specialty
 
Total
Balance, December 31, 2017
$
738,344

 
$
1,253,622

 
$
442,808

 
$
28,600

 
$
2,463,374

Foreign currency adjustment
(202
)
 

 

 

 
(202
)
Balance, July 1, 2018
$
738,142


$
1,253,622


$
442,808


$
28,600

 
$
2,463,172

 
 
 
 
 
 
 
 
 
 
Schedule of Other Assets
 
July 1, 2018
 
Weighted
Avg Life
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Amortizable intangibles
 
 
 
 
 
 
 
Recipes
10

 
$
51,487

 
$
(46,815
)
 
$
4,672

Customer relationships - Distributors
34

 
176,369

 
(63,229
)
 
113,140

Customer relationships - Food Service
10

 
11,400

 
(4,744
)
 
6,656

Total amortizable intangibles
 
 
$
239,256

 
$
(114,788
)
 
$
124,468

Financial instruments (see Note 14)
 
 
22,949

 

 
22,949

Other (1)
 
 
31,639

 
(5,085
)
 
26,554

Total other assets, net
 
 
 
 
 
 
$
173,971

 
Amortizable intangibles by segment
 
 
 
Frozen
 
 
 
$
38,036

 
Grocery
 
 
 
45,511

 
Boulder
 
 
 
31,774

 
Specialty
 
 
 
9,147

 
 
 
 
 
 
 
$
124,468

 
 
December 31, 2017
 
Weighted
Avg Life
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Amortizable intangibles
 
 
 
 
 
 
 
Recipes
10

 
$
51,514

 
$
(46,458
)
 
$
5,056

Customer relationships - Distributors
34

 
176,376

 
(59,681
)
 
116,695

Customer relationships - Food Service
10

 
11,400

 
(4,004
)
 
7,396

Customer relationships - Private Label
7

 
1,290

 
(1,290
)
 

Total amortizable intangibles
 
 
$
240,580

 
$
(111,433
)
 
$
129,147

Financial instruments (see Note 14)
 
 
8,160

 

 
8,160

Other (1)
 
 
32,607

 
(5,015
)
 
27,592

Total other assets, net
 
 
 
 
 
 
$
164,899

 
Amortizable intangibles by segment
 
 
 
Frozen
 
 
 
$
39,229

 
Grocery
 
 
 
46,888

 
Boulder
 
 
 
33,057

 
Specialty
 
 
 
9,973

 
 
 
 
 
 
 
$
129,147


(1) As of July 1, 2018 and December 31, 2017, Other primarily consists of cost basis investments in companies in the natural and organic food and beverage industries acquired through the Boulder Brands acquisition as well as security deposits, supplemental savings plan investments and debt acquisition costs associated with the Company's revolving credit facility.

v3.10.0.1
Restructuring Charges (Tables)
6 Months Ended
Jul. 01, 2018
Restructuring and Related Activities [Abstract]  
Schedule of Restructuring Charges Accrued
The following table summarizes charges accrued as of July 1, 2018 related to the Exit. These amounts are recorded in our Consolidated Balance Sheet in Accrued Liabilities.

 
 
Balance
 
 
 
 
 
Balance
Description
 
December 31, 2017
 
Expense
 
Payments
 
July 1, 2018
Accrued restructuring charges
 
$
1,126

 
$

 
$
(784
)
 
$
342

v3.10.0.1
Debt and Interest Expense (Tables)
6 Months Ended
Jul. 01, 2018
Debt Disclosure [Abstract]  
Schedule of Long-term and Short-term Debt Instruments

July 1,
2018
 
December 31,
2017
Short-term borrowings

 

- Notes payable
$
1,842

 
$
2,739

Total short-term borrowings
$
1,842

 
$
2,739

Long-term debt
 
 
 
- Tranche A Term Loans due 2023
$
780,000

 
$

- New Tranche B Term Loans due 2024
1,489,380

 

- Tranche B Term Loans due 2024

 
2,239,380

- 4.875% Senior Notes due 2021

 
350,000

- 5.875% Senior Notes due 2024
350,000

 
350,000

- Revolving Credit Facility
100,000

 

- 3.0% Note payable to Gilster Mary Lee Corporation

 
982

- Unamortized discount on long term debt and deferred financing costs
(14,066
)
 
(21,846
)
- Capital lease obligations
52,729

 
41,012


2,758,043

 
2,959,528

Less: current portion of long-term obligations
54,126

 
33,934

Total long-term debt
$
2,703,917

 
$
2,925,594

Schedule of Interest Expense
Interest expense
Three months ended
 
Six months ended
 
July 1,
2018
 
June 25,
2017
 
July 1,
2018
 
June 25,
2017
Interest expense
$
28,841

 
$
27,612

 
$
59,096

 
$
56,495

Amortization of debt acquisition costs
741

 
1,017

 
1,612

 
2,597

Non-cash recognition of deferred costs related to refinancing
1,768

 

 
12,681

 
28,494

Settlement of hedges related to refinancing

 

 

 
20,722

Interest rate swap (gains)/losses
(1,166
)
 
(122
)
 
(1,311
)
 
930

Total interest expense
$
30,184

 
$
28,507

 
$
72,078

 
$
109,238

Schedule of Early Redemption Prices of Long-term Debt Instruments
Pinnacle Foods Finance LLC may redeem the 5.875% Senior Notes at the redemption prices listed below, if redeemed during the twelve-month period beginning on January 15th of each of the years indicated below:

Year
Percentage
2019
104.406%
2020
102.938%
2021
101.469%
2022 and thereafter
100.000%
Schedule of Deferred Financing Cost Activity
The following summarizes debt acquisition cost activity during the six months ended July 1, 2018:
 
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Balance, December 31, 2017
$
29,689

 
$
(7,843
)
 
$
21,846

Additions
6,440

 

 
6,440

Amortization

 
(1,539
)
 
(1,539
)
Recognition of deferred costs
(17,638
)
 
4,957

 
(12,681
)
Balance, July 1, 2018
$
18,491

 
$
(4,425
)
 
$
14,066

Schedule of the Estimated Fair Value of the Company's Long-term Debt, including the Current Portion
The estimated fair value of the Company’s long-term debt, including the current portion, as of July 1, 2018, is as follows:
 
 
 
July 1, 2018
Issue
 
Face Value
 
Fair Value
Tranche A Term Loans
 
780,000

 
780,000

New Tranche B Term Loans
 
1,489,380

 
1,489,380

5.875% Senior Notes
 
350,000

 
364,875

 
 
$
2,619,380

 
$
2,634,255


The estimated fair value of the Company’s long-term debt, including the current portion, as of December 31, 2017, is as follows:

 
 
December 31, 2017
Issue
 
Face Value
 
Fair Value
Tranche B Term Loans
 
$
2,239,380

 
$
2,259,534

3.0% Note payable to Gilster Mary Lee Corporation
 
982

 
982

4.875% Senior Notes
 
350,000

 
353,938

5.875% Senior Notes
 
350,000

 
370,125

 
 
$
2,940,362

 
$
2,984,579

v3.10.0.1
Pension and Retirement Plans (Tables)
6 Months Ended
Jul. 01, 2018
Retirement Benefits, Description [Abstract]  
Schedule of Net Periodic (Benefit) Cost
The following represents the components of net periodic (benefit):
 
 
Three months ended
 
Six months ended
Pension Benefits
July 1,
2018
 
June 25,
2017
 
July 1,
2018
 
June 25,
2017
Interest cost
1,871

 
1,993

 
3,741

 
3,985

Expected return on assets
(2,931
)
 
(2,753
)
 
(5,862
)
 
(5,507
)
Amortization of actuarial loss
259

 
269

 
518

 
539

Net periodic benefit
$
(802
)
 
$
(491
)
 
$
(1,603
)
 
$
(983
)
v3.10.0.1
Financial Instruments (Tables)
6 Months Ended
Jul. 01, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Interest Rate Swaps
As of July 1, 2018, the Company had the following interest rate swaps that were designated as cash flow hedges of interest rate risk:
 
Product
 
Number of
Instruments
 
Current
Notional
Amount
 
Trade Dates
 
Maturity
Dates
Interest Rate Swaps
 
14
 
$
1,499,000

 
Feb 2017 - Jan 2018
 
Jan 2019 - Feb 2023
Schedule of Foreign Currency Exchange Contracts
As of July 1, 2018, the Company had the following foreign currency exchange contracts (in aggregate) that were designated as cash flow hedges of foreign exchange risk:
 
Product
 
Number of
Instruments
 
Notional
Purchased in
Aggregate in USD
 
Trade Date
 
Maturity
Dates
CAD $ Contracts
 
6
 
$14,017
 
Jul 2017
 
Aug 2018 - Dec 2018
Schedule of Derivative Instruments Not Designated in Qualifying Hedging Relationships
As of July 1, 2018, the Company had the following derivative instruments that were not designated in qualifying hedging relationships:

Commodity Contracts
 
Number of
Instruments
 
Notional Purchased in Aggregate in USD
 
Trade Dates
 
Maturity
Dates
Commodity Contracts
 
68
 
$12,388
 
Feb 2017 - May 2018
 
July 2018 - Dec 2019
Schedule of the Fair Value of Derivatives, Financial Instruments as their Consolidated Balance Sheet Classification
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification in the Consolidated Balance Sheets as of July 1, 2018 and December 31, 2017.
 
 
Tabular Disclosure of Fair Values of Derivative Instruments
 
 
Asset Derivatives
 
Liability Derivatives
 
 
Balance Sheet Location
 
Fair Value
as of
July 1, 2018
 
Balance Sheet Location
 
Fair Value
as of
July 1, 2018
Derivatives designated as hedging instruments
 
 
 
 
 
 
 
 
Interest Rate Contracts
 
Other current assets
 
$
4,556

 
Accrued liabilities
 
$

 
 
Other assets, net
 
22,949

 
Other long-term liabilities
 

 
 
 
 
 
 
 
 
 
Foreign Exchange Contracts
 
Other current assets
 
295

 
Accrued liabilities
 

 
 
Other assets, net
 

 
Other long-term liabilities
 

Total derivatives designated as hedging instruments
 
 
 
$
27,800

 
 
 
$

Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
 
Commodity Contracts
 
Other current assets
 
$
1,801

 
Accrued liabilities
 
$
543

 
 
Other assets, net
 

 
Other long-term liabilities
 
57

Total derivatives not designated as hedging instruments
 
 
 
$
1,801

 
 
 
$
600

 
 
 
 
 
 
 
 
 
 
 
Balance Sheet Location
 
Fair Value
as of
December 31, 2017
 
Balance Sheet Location
 
Fair Value
as of
December 31, 2017
Derivatives designated as hedging instruments
 
 
 
 
 
 
 
 
Interest Rate Contracts
 
Other current assets
 
$
34

 
Accrued liabilities
 
$

 
 
Other assets, net
 
8,160

 
Other long-term liabilities
 

Foreign Exchange Contracts
 
Other current assets
 

 
Accrued liabilities
 
750

Total derivatives designated as hedging instruments
 
 
 
$
8,194

 
 
 
$
750

Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
 
Commodity Contracts
 
Other current assets
 
$
2,615

 
Accrued liabilities
 
$
238

 
 
Other assets, net
 

 
Other long-term liabilities
 
98

Total derivatives not designated as hedging instruments
 
 
 
$
2,615

 
 
 
$
336

Schedule of Derivative Assets
The Company has elected not to offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable netting agreements. However, if the Company were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in the Consolidated Balance Sheets as of July 1, 2018 and December 31, 2017 would be adjusted as detailed in the following table:
 
 
July 1, 2018
 
December 31, 2017
Derivative Instrument
 
Gross Amounts Presented in the Consolidated Balance Sheet
 
Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements
 
Net Amount
 
Gross Amounts Presented in the Consolidated Balance Sheet
 
Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements
 
Net Amount
Total asset derivatives
 
$
29,601

 
(283
)
 
$
29,318

 
$
10,809

 
(1,086
)
 
$
9,723

 
 
 
 
 
 
 
 
 
 
 
 
 
Total liability derivatives
 
$
600

 
(283
)
 
$
317

 
$
1,086

 
(1,086
)
 
$

Schedule of Derivative Liabilities
The Company has elected not to offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable netting agreements. However, if the Company were to offset and record the asset and liability balances of derivatives on a net basis, the amounts presented in the Consolidated Balance Sheets as of July 1, 2018 and December 31, 2017 would be adjusted as detailed in the following table:
 
 
July 1, 2018
 
December 31, 2017
Derivative Instrument
 
Gross Amounts Presented in the Consolidated Balance Sheet
 
Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements
 
Net Amount
 
Gross Amounts Presented in the Consolidated Balance Sheet
 
Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements
 
Net Amount
Total asset derivatives
 
$
29,601

 
(283
)
 
$
29,318

 
$
10,809

 
(1,086
)
 
$
9,723

 
 
 
 
 
 
 
 
 
 
 
 
 
Total liability derivatives
 
$
600

 
(283
)
 
$
317

 
$
1,086

 
(1,086
)
 
$

Schedule of Derivative Financial Instruments on the Consolidated Statements of Operations and Accumulated Other Comprehensive (Loss) Earnings
The table below presents the effect of the Company’s derivative financial instruments in the Consolidated Statements of Operations and AOCL for the three and six months ended July 1, 2018 and June 25, 2017.

Tabular Disclosure of the Effect of Derivative Instruments
Gain/(Loss)
 
 
 
 
 
 
 
 
 
 
Derivatives in Cash Flow Hedging
Relationships
 
Recognized in
AOCL on
Derivative
 
Portion
reclassified from AOCL to:
 
Reclassified
from AOCL
into Earnings
 
Consolidated Statements of Operations Hedged Items impact
 
Income/(Expense) related to Hedged Items
Interest Rate Contracts
 
$
7,708

 
Interest expense
 
$
1,166

 
Interest expense
 
$
(12,610
)
Foreign Exchange Contracts
 
345

 
Cost of products sold
 
61

 
Cost of products sold
 
(7,001
)
Three months ended July 1, 2018
 
$
8,053

 
 
 
$
1,227

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Contracts
 
$
20,623

 
Interest expense
 
$
1,311

 
Interest expense
 
$
(24,208
)
Foreign Exchange Contracts
 
1,035

 
Cost of products sold
 
(13
)
 
Cost of products sold
 
(13,998
)
Six months ended July 1, 2018
 
$
21,658

 
 
 
$
1,298

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Contracts
 
$
(5,108
)
 
Interest expense
 
$
122

 
Interest expense
 
$
(11,236
)
Foreign Exchange Contracts
 
(39
)
 
Cost of products sold
 
156

 
Cost of products sold
 
(6,846
)
Three months ended June 25, 2017
 
$
(5,147
)
 
 
 
$
278

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Contracts
 
$
(4,869
)
 
Interest expense
 
$
(21,652
)
(a)
Interest expense
 
$
(22,087
)
Foreign Exchange Contracts
 
217

 
Cost of products sold
 
55

 
Cost of products sold
 
(13,564
)
Six months ended June 25, 2017
 
$
(4,652
)
 
 
 
$
(21,597
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives Not Designated as Hedging Instruments
 
Recognized in Earnings in:
 
Recognized in
Earnings
 
 
 
 
Commodity Contracts
 
 
 
Cost of products sold
 
$
598

 
 
 
 
Three months ended July 1, 2018
 
 
 
$
598

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity Contracts
 
 
 
Cost of products sold
 
$
980

 
 
 
 
Six months ended July 1, 2018
 
 
 
$
980

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity Contracts
 
 
 
Cost of products sold
 
$
(2,034
)
 
 
 
 
Interest Rate Contracts
 
 
 
Interest expense
 

 
 
 
 
Three months ended June 25, 2017
 
 
 
$
(2,034
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity Contracts
 
 
 
Cost of products sold
 
$
(4,003
)
 
 
 
 
Interest Rate Contracts
 
 
 
Interest expense
 
20,723

 
 
 
 
Six months ended June 25, 2017
 
 
 
$
16,720

 
 
 
 


(a) Includes $20.7 million of accelerated reclassifications out of AOCL, related to the 2017 Refinancing.
v3.10.0.1
Segments (Tables)
6 Months Ended
Jul. 01, 2018
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information by Segment
 
Three months ended
 
Six months ended
SEGMENT INFORMATION
July 1,
2018
 
June 25,
2017
 
July 1,
2018

June 25,
2017
Net sales
 
 
 
 
 
 
 
Frozen
$
308,504

 
$
295,893

 
$
653,375

 
$
616,835

Grocery
256,620

 
276,057

 
517,627

 
535,407

Boulder
98,898

 
94,654

 
196,654

 
191,946

Specialty
77,739

 
78,004

 
152,937

 
166,494

Total
$
741,761

 
$
744,608

 
$
1,520,593

 
$
1,510,682

Earnings before interest and taxes
 
 
 
 
 
 
 
Frozen
$
49,740

 
$
(12,260
)
 
$
103,451

 
$
38,662

Grocery
52,131

 
61,870

 
101,879

 
113,677

Boulder
16,018

 
12,249

 
27,869

 
18,921

Specialty
9,489

 
(10,648
)
 
17,705

 
(1,760
)
Unallocated corporate expenses
(23,330
)
 
(7,191
)
 
(31,155
)
 
(14,272
)
Total
$
104,048

 
$
44,020

 
$
219,749

 
$
155,228

Depreciation and amortization
 
 
 
 
 
 
 
Frozen
$
11,805

 
$
38,625

 
$
23,439

 
$
49,194

Grocery
7,838

 
7,824

 
15,587

 
15,900

Boulder
4,565

 
3,686

 
8,917

 
7,447

Specialty
3,155

 
3,676

 
6,308

 
8,358

Total
$
27,363

 
$
53,811

 
$
54,251

 
$
80,899

Capital expenditures (1)
 
 
 
 
 
 
 
Frozen
$
24,272

 
$
8,275

 
$
48,546

 
$
21,593

Grocery
9,244

 
6,214

 
18,424

 
13,744

Boulder
2,790

 
5,477

 
6,682

 
13,222

Specialty
1,143

 
4,275

 
4,582

 
9,747

Total
$
37,449

 
$
24,241

 
$
78,234

 
$
58,306

 
 
 
 
 
 
 
 
NET SALES BY PRODUCT TYPE
 
 
 
 
 
 
 
Net sales
 
 
 
 
 
 
 
Frozen
$
395,637

 
$
391,929

 
$
825,376

 
$
799,789

Shelf stable and meal enhancers
248,520

 
238,695

 
486,195

 
486,101

Desserts
62,530

 
77,389

 
140,278

 
154,635

Snacks
35,074

 
36,595

 
68,744

 
70,157

Total
$
741,761

 
$
744,608

 
$
1,520,593

 
$
1,510,682

 
 
 
 
 
 
 
 
GEOGRAPHIC INFORMATION
 
 
 
 
 
 
 
Net sales
 
 
 
 
 
 
 
United States
$
727,661

 
$
729,927

 
$
1,491,854

 
$
1,484,514

Canada
37,445

 
37,501

 
78,819

 
74,195

Intercompany
(23,345
)
 
(22,820
)
 
(50,080
)
 
(48,027
)
Total
$
741,761

 
$
744,608

 
$
1,520,593

 
$
1,510,682



(1)
Includes new capital leases.

Reconciliation of Assets from Segment to Consolidated
SEGMENT INFORMATION
July 1,
2018
 
December 31,
2017
Total assets
 
 
 
Frozen
$
2,347,290

 
$
2,417,543

Grocery
2,731,780

 
2,787,209

Boulder
994,489

 
1,005,209

Specialty
351,620

 
357,040

Corporate
9,983

 
11,263

Total
$
6,435,162

 
$
6,578,264

GEOGRAPHIC INFORMATION
 
 
 
Plant assets
 
 
 
United States
$
724,124

 
$
707,670

Canada
29,990

 
32,043

Total
$
754,114

 
$
739,713

Schedule of Long-lived Assets by Geographic Areas
SEGMENT INFORMATION
July 1,
2018
 
December 31,
2017
Total assets
 
 
 
Frozen
$
2,347,290

 
$
2,417,543

Grocery
2,731,780

 
2,787,209

Boulder
994,489

 
1,005,209

Specialty
351,620

 
357,040

Corporate
9,983

 
11,263

Total
$
6,435,162

 
$
6,578,264

GEOGRAPHIC INFORMATION
 
 
 
Plant assets
 
 
 
United States
$
724,124

 
$
707,670

Canada
29,990

 
32,043

Total
$
754,114

 
$
739,713

v3.10.0.1
Provision for Income Taxes (Tables)
6 Months Ended
Jul. 01, 2018
Income Tax Disclosure [Abstract]  
Schedule of the Provision for Income Taxes
The provision for income taxes and related effective tax rates for the three and six months ended July 1, 2018 and June 25, 2017, respectively, were as follows:
 
Three months ended
 
Six months ended
Provision (benefit) for income taxes
July 1,
2018
 
June 25,
2017
 
July 1,
2018
 
June 25,
2017
Current
$
10,973

 
$
7,746

 
$
22,381

 
$
10,031

Deferred
6,651

 
(10,838
)
 
12,348

 
(5,780
)
Total
$
17,624

 
$
(3,092
)
 
$
34,729

 
$
4,251

 
 
 
 
 
 
 
 
Effective tax rate
23.9
%
 
(19.9
)%
 
23.5
%
 
9.2
%
v3.10.0.1
Guarantor and Nonguarantor Statements (Tables)
6 Months Ended
Jul. 01, 2018
Guarantor And Nonguarantor Statements [Abstract]  
Condensed Consolidating Balance Sheets
Pinnacle Foods Inc.
Condensed Consolidating Balance Sheet
July 1, 2018
  
Pinnacle
Foods
Inc.
 
Pinnacle
Foods
Finance LLC
 
Guarantor
Subsidiaries
 
Nonguarantor
Subsidiaries
 
Eliminations
and
Reclassifications
 
Consolidated
Total
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$

 
$

 
$
74,106

 
$
6,325

 
$

 
$
80,431

Accounts receivable, net

 

 
255,703

 
8,655

 

 
264,358

Intercompany accounts receivable
101,958

 

 
1,273,461

 

 
(1,375,419
)
 

Inventories, net

 

 
484,820

 
23,117

 

 
507,937

Other current assets

 
6,652

 
8,638

 
599

 

 
15,889

Total current assets
101,958

 
6,652

 
2,096,728

 
38,696

 
(1,375,419
)
 
868,615

Plant assets, net

 

 
724,124

 
29,990

 

 
754,114

Investment in subsidiaries
2,368,797

 
3,246,303

 
43,116

 

 
(5,658,216
)
 

Intercompany note receivable

 
2,929,846

 
45,382

 
9,800

 
(2,985,028
)
 

Tradenames

 

 
2,458,681

 
4,491

 

 
2,463,172

Other assets, net

 
23,649

 
140,388

 
9,934

 

 
173,971

Deferred tax assets

 
238,233

 

 

 
(238,233
)
 

Goodwill

 

 
2,115,731

 
59,559

 

 
2,175,290

Total assets
$
2,470,755

 
$
6,444,683

 
$
7,624,150

 
$
152,470

 
$
(10,256,896
)
 
$
6,435,162

Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Short-term borrowings
$

 
$

 
$
1,842

 
$

 
$

 
$
1,842

Current portion of long-term obligations

 
40,000

 
14,124

 
2

 

 
54,126

Accounts payable

 

 
321,724

 
7,311

 

 
329,035

Intercompany accounts payable

 
1,353,051

 

 
22,367

 
(1,375,418
)
 

Accrued trade marketing expense

 

 
29,095

 
3,018

 

 
32,113

Accrued liabilities
204

 
17,464

 
97,000

 
5,277

 

 
119,945

Dividends payable
40,066

 

 

 

 

 
40,066

Total current liabilities
40,270

 
1,410,515

 
463,785

 
37,975

 
(1,375,418
)
 
577,127

Long-term debt

 
2,665,314

 
38,565

 
38

 

 
2,703,917

Intercompany note payable

 

 
2,919,752

 
65,277

 
(2,985,029
)
 

Pension and other postretirement benefits

 

 
50,134

 

 

 
50,134

Other long-term liabilities

 
57

 
27,781

 
824

 

 
28,662

Deferred tax liabilities

 

 
877,830

 
4,195

 
(238,233
)
 
643,792

Total liabilities
40,270

 
4,075,886

 
4,377,847

 
108,309

 
(4,598,680
)
 
4,003,632

Commitments and contingencies (Note 15)

 


 


 


 


 


Shareholders' equity:
 
 
 
 
 
 
 
 
 
 
 
Pinnacle common stock
1,202

 

 

 

 

 
1,202

Additional paid-in-capital
1,457,492

 
1,458,694

 
1,380,615

 
32,771

 
(2,872,080
)
 
1,457,492

Retained earnings
1,027,855

 
934,057

 
1,898,201

 
13,889

 
(2,846,147
)
 
1,027,855

Accumulated other comprehensive (loss)/gain
(23,954
)
 
(23,954
)
 
(32,513
)
 
(3,544
)
 
60,011

 
(23,954
)
Capital stock in treasury, at cost
(32,110
)
 

 

 

 

 
(32,110
)
Total Pinnacle Foods Inc. and Subsidiaries stockholders' equity
2,430,485

 
2,368,797

 
3,246,303

 
43,116

 
(5,658,216
)
 
2,430,485

Non-controlling interest

 

 

 
1,045

 

 
1,045

Total Equity
2,430,485


2,368,797


3,246,303


44,161


(5,658,216
)

2,431,530

Total liabilities and equity
$
2,470,755

 
$
6,444,683

 
$
7,624,150

 
$
152,470

 
$
(10,256,896
)
 
$
6,435,162

Pinnacle Foods Inc.
Condensed Consolidating Balance Sheet
December 31, 2017
  
Pinnacle
Foods
Inc.
 
Pinnacle
Foods
Finance LLC
 
Guarantor
Subsidiaries
 
Nonguarantor
Subsidiaries
 
Eliminations
and
Reclassifications
 
Consolidated
Total
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$

 
$

 
$
241,772

 
$
8,056

 
$

 
$
249,828

Accounts receivable, net

 

 
272,401

 
9,221

 

 
281,622

Intercompany accounts receivable
102,335

 

 
1,001,329

 

 
(1,103,664
)
 

Inventories, net

 

 
469,813

 
19,993

 

 
489,806

Other current assets

 
2,649

 
8,124

 
288

 

 
11,061

Total current assets
102,335

 
2,649

 
1,993,439

 
37,558

 
(1,103,664
)
 
1,032,317

Plant assets, net

 

 
707,670

 
32,043

 

 
739,713

Investment in subsidiaries
2,317,445

 
3,180,932

 
43,056

 

 
(5,541,433
)
 

Intercompany note receivable

 
2,907,799

 
45,226

 
9,800

 
(2,962,825
)
 

Tradenames

 

 
2,458,681

 
4,693

 

 
2,463,374

Other assets, net

 
8,802

 
145,489

 
10,608

 

 
164,899

Deferred tax assets

 
233,391

 

 

 
(233,391
)
 

Goodwill

 

 
2,115,731

 
62,230

 

 
2,177,961

Total assets
$
2,419,780

 
$
6,333,573

 
$
7,509,292

 
$
156,932

 
$
(9,841,313
)
 
$
6,578,264

Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Short-term borrowings
$

 
$

 
$
2,739

 
$

 
$

 
$
2,739

Current portion of long-term obligations

 
22,620

 
11,311

 
3

 

 
33,934

Accounts payable

 

 
315,142

 
7,920

 

 
323,062

Intercompany accounts payable

 
1,078,535

 

 
25,129

 
(1,103,664
)
 

Accrued trade marketing expense

 

 
36,484

 
2,491

 

 
38,975

Accrued liabilities
178

 
19,913

 
95,010

 
7,030

 

 
122,131

Dividends payable
40,470

 

 

 

 

 
40,470

Total current liabilities
40,648

 
1,121,068

 
460,686

 
42,573

 
(1,103,664
)
 
561,311

Long-term debt

 
2,894,962

 
30,594

 
38

 

 
2,925,594

Intercompany note payable

 

 
2,896,811

 
66,014

 
(2,962,825
)
 

Pension and other postretirement benefits

 

 
53,251

 

 

 
53,251

Other long-term liabilities

 
98

 
32,971

 
968

 

 
34,037

Deferred tax liabilities

 

 
854,047

 
3,177

 
(233,391
)
 
623,833

Total liabilities
40,648

 
4,016,128

 
4,328,360

 
112,770

 
(4,299,880
)
 
4,198,026

Commitments and contingencies (Note 15)

 


 


 


 


 


Shareholders' equity:
 
 
 
 
 
 
 
 
 
 
 
Pinnacle common stock
1,200

 

 

 

 

 
1,200

Additional paid-in-capital
1,453,054

 
1,454,253

 
1,376,175

 
32,771

 
(2,863,199
)
 
1,453,054

Retained earnings
987,238

 
893,441

 
1,834,555

 
10,756

 
(2,738,752
)
 
987,238

Accumulated other comprehensive loss
(30,250
)
 
(30,249
)
 
(29,798
)
 
(471
)
 
60,518

 
(30,250
)
Capital stock in treasury, at cost
(32,110
)
 

 

 

 

 
(32,110
)
Total Pinnacle Foods Inc. and Subs stockholders equity
2,379,132

 
2,317,445

 
3,180,932

 
43,056

 
(5,541,433
)
 
2,379,132

Non-controlling interest

 

 

 
1,106

 

 
1,106

Total Equity
2,379,132

 
2,317,445

 
3,180,932

 
44,162

 
(5,541,433
)
 
2,380,238

Total liabilities and shareholders' equity
$
2,419,780

 
$
6,333,573

 
$
7,509,292

 
$
156,932

 
$
(9,841,313
)
 
$
6,578,264

Condensed Consolidating Statements of Operations and Comprehensive Earnings
Pinnacle Foods Inc.
Condensed Consolidating Statement of Operations and Comprehensive Earnings
For the three months ended July 1, 2018
  
Pinnacle
Foods
Inc.
 
Pinnacle
Foods
Finance LLC
 
Guarantor
Subsidiaries
 
Nonguarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
Net sales
$

 
$

 
$
727,662

 
$
37,445

 
$
(23,346
)
 
$
741,761

Cost of products sold

 

 
522,192

 
31,171

 
(23,064
)
 
530,299

Gross profit

 

 
205,470

 
6,274

 
(282
)
 
211,462

 
 
 
 
 
 
 
 
 
 
 
 
Marketing and selling expenses

 

 
49,539

 
1,078

 

 
50,617

Administrative expenses

 

 
33,813

 
1,555

 

 
35,368

Research and development expenses

 

 
4,626

 
160

 

 
4,786

Intercompany royalties

 

 
(146
)
 
146

 

 

Intercompany management fees

 

 

 
282

 
(282
)
 

Intercompany technical service fees

 

 

 

 

 

Other (income) expense, net

 
4,637

 
12,638

 
170

 

 
17,445

Equity in (earnings) loss of investees
(56,317
)
 
(67,623
)
 
(1,948
)
 

 
125,888

 

 
(56,317
)
 
(62,986
)
 
98,522

 
3,391

 
125,606

 
108,216

Operating income
56,317

 
62,986

 
106,948

 
2,883

 
(125,888
)
 
103,246

Non-operating income

 

 
802

 

 

 
802

Earnings before interest and taxes
56,317

 
62,986

 
107,750

 
2,883

 
(125,888
)
 
104,048

Intercompany interest (income) expense

 
(18,750
)
 
18,532

 
218

 

 

Interest expense

 
29,338

 
844

 
2

 

 
30,184

Interest income

 

 
7

 
9

 

 
16

Earnings before income taxes
56,317

 
52,398

 
88,381

 
2,672

 
(125,888
)
 
73,880

(Benefit) provision for income taxes

 
(3,919
)
 
20,758

 
785

 

 
17,624

Net earnings
56,317

 
56,317

 
67,623

 
1,887

 
(125,888
)
 
56,256

Less: Net loss attributable to non-controlling interest

 

 

 
(61
)
 

 
(61
)
Net earnings attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders
$
56,317


$
56,317


$
67,623


$
1,948


$
(125,888
)

$
56,317

 
 
 
 
 
 
 
 
 
 
 
 
Total comprehensive earnings
59,777

 
59,777

 
66,271

 
434

 
(126,482
)
 
59,777

Less: Comprehensive loss attributable to non-controlling interest

 

 

 
(61
)
 

 
(61
)
Comprehensive earnings attributable to Pinnacle Foods, Inc. and Subsidiaries
$
59,777


$
59,777


$
66,271


$
495


$
(126,482
)

$
59,838

 

Pinnacle Foods Inc.
Condensed Consolidating Statement of Operations and Comprehensive Earnings
For the three months ended June 25, 2017
  
Pinnacle
Foods
Inc.
 
Pinnacle
Foods
Finance LLC
 
Guarantor
Subsidiaries
 
Nonguarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
Net sales
$

 
$

 
$
729,927

 
$
37,501

 
$
(22,820
)
 
$
744,608

Cost of products sold

 


 
571,215

 
31,803

 
(22,337
)
 
580,681

Gross profit

 

 
158,712

 
5,698

 
(483
)
 
163,927

 
 
 
 
 
 
 
 
 
 
 
 
Marketing and selling expenses

 

 
48,485

 
985

 

 
49,470

Administrative expenses

 

 
32,319

 
1,311

 

 
33,630

Research and development expenses

 

 
4,441

 
139

 

 
4,580

Tradename impairment charges


 

 
27,430

 

 

 
27,430

Intercompany royalties

 

 
(166
)
 
166

 

 

Intercompany management fees


 


 


 
391

 
(391
)
 

Intercompany technical service fees

 

 

 
92

 
(92
)
 

Other expense, net


 
(164
)
 
6,026

 
(574
)
 

 
5,288

Equity in (earnings) loss of investees
(18,669
)
 
(23,402
)
 
(2,472
)
 

 
44,543

 

 
(18,669
)
 
(23,566
)
 
116,063

 
2,510

 
44,060

 
120,398

Operating income
18,669

 
23,566

 
42,649

 
3,188

 
(44,543
)
 
43,529

Non-operating income

 

 
491

 

 

 
491

Earnings before interest and taxes
18,669

 
23,566

 
43,140

 
3,188

 
(44,543
)
 
44,020

Intercompany interest (income) expense

 
(19,624
)
 
19,416

 
208

 

 

Interest expense

 
27,772

 
722

 
13

 

 
28,507

Interest income

 

 
10

 
3

 

 
13

Earnings before income taxes
18,669

 
15,418

 
23,012

 
2,970

 
(44,543
)
 
15,526

(Benefit) provision for income taxes

 
(3,251
)
 
(390
)
 
549

 

 
(3,092
)
Net earnings
18,669

 
18,669

 
23,402

 
2,421

 
(44,543
)
 
18,618

Less: Net (loss) earnings attributable to non-controlling interest

 

 

 
(51
)
 

 
(51
)
Net earnings (loss) attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders
$
18,669

 
$
18,669

 
$
23,402

 
$
2,472

 
$
(44,543
)
 
$
18,669

 
 
 
 
 
 
 
 
 
 
 
 
Total comprehensive earnings (loss)
16,165

 
16,165

 
24,101

 
2,928

 
(43,245
)
 
16,114

Less: Comprehensive (loss) attributable to non-controlling interest

 

 

 
(51
)
 

 
(51
)
Comprehensive earnings (loss) attributable to Pinnacle Foods, Inc. and Subsidiaries
$
16,165

 
$
16,165

 
$
24,101

 
$
2,979

 
$
(43,245
)
 
$
16,165







Pinnacle Foods Inc.
Condensed Consolidating Statement of Operations and Comprehensive Earnings
For the six months ended July 1, 2018

  
Pinnacle
Foods
Inc.
 
Pinnacle
Foods
Finance LLC
 
Guarantor
Subsidiaries
 
Nonguarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
Net sales
$

 
$

 
$
1,491,854

 
$
78,819

 
$
(50,080
)
 
$
1,520,593

Cost of products sold

 

 
1,084,945

 
67,436

 
(49,680
)
 
1,102,701

Gross profit

 

 
406,909

 
11,383

 
(400
)
 
417,892

 
 
 
 
 
 
 
 
 
 
 
 
Marketing and selling expenses

 

 
98,106

 
1,738

 

 
99,844

Administrative expenses

 

 
66,852

 
3,190

 

 
70,042

Research and development expenses

 

 
9,207

 
343

 

 
9,550

Intercompany royalties

 

 
(313
)
 
313

 

 

Intercompany management fees

 

 

 
400

 
(400
)
 

Intercompany technical service fees

 

 

 

 

 

Other (income) expense, net

 
5,162

 
14,794

 
354

 

 
20,310

Equity in (earnings) loss of investees
(113,231
)
 
(141,590
)
 
(3,431
)
 

 
258,252

 

 
(113,231
)
 
(136,428
)
 
185,215

 
6,338

 
257,852

 
199,746

Operating income
113,231

 
136,428

 
221,694

 
5,045

 
(258,252
)
 
218,146

Non-operating income

 

 
1,603

 

 

 
1,603

Earnings before interest and taxes
113,231

 
136,428

 
223,297

 
5,045

 
(258,252
)
 
219,749

Intercompany interest (income) expense

 
(37,502
)
 
37,065

 
437

 

 

Interest expense

 
70,473

 
1,586

 
19

 

 
72,078

Interest income

 

 
207

 
21

 

 
228

Earnings before income taxes
113,231

 
103,457

 
184,853

 
4,610

 
(258,252
)
 
147,899

(Benefit) provision for income taxes

 
(9,774
)
 
43,263

 
1,240

 

 
34,729

Net earnings
113,231

 
113,231

 
141,590

 
3,370

 
(258,252
)
 
113,170

Less: Net loss attributable to non-controlling interest

 

 

 
(61
)
 

 
(61
)
Net earnings attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders
$
113,231

 
$
113,231

 
$
141,590

 
$
3,431

 
$
(258,252
)
 
$
113,231

 
 
 
 
 
 
 
 
 
 
 
 
Total comprehensive earnings
124,795

 
124,795

 
138,814

 
298

 
(263,907
)
 
124,795

Less: Comprehensive loss attributable to non-controlling interest

 

 

 
(61
)
 

 
(61
)
Comprehensive earnings attributable to Pinnacle Foods, Inc. and Subsidiaries
$
124,795

 
$
124,795

 
$
138,814

 
$
359

 
$
(263,907
)
 
$
124,856






Pinnacle Foods Inc.
Condensed Consolidating Statement of Operations and Comprehensive Earnings
For the six months ended June 25, 2017

  
Pinnacle
Foods
Inc.
 
Pinnacle
Foods
Finance LLC
 
Guarantor
Subsidiaries
 
Nonguarantor
Subsidiaries
 
Eliminations
 
Consolidated
Total
Net sales
$

 
$

 
$
1,484,514

 
$
74,195

 
$
(48,027
)
 
$
1,510,682

Cost of products sold

 

 
1,117,427

 
65,659

 
(46,904
)
 
1,136,182

Gross profit

 

 
367,087

 
8,536

 
(1,123
)
 
374,500

 
 
 
 
 
 
 
 
 
 
 
 
Marketing and selling expenses

 

 
103,188

 
1,876

 

 
105,064

Administrative expenses

 

 
66,704

 
2,937

 

 
69,641

Research and development expenses

 

 
8,278

 
323

 

 
8,601

Tradename impairment charges


 

 
27,430

 

 

 
27,430

Intercompany royalties
 
 
 
 
(354
)
 
354

 

 

Intercompany management fees

 

 

 
782

 
(782
)
 

Intercompany technical service fees

 

 

 
341

 
(341
)
 

Other expense, net

 
(397
)
 
10,046

 
(131
)
 

 
9,518

Equity in (earnings) loss of investees
(41,595
)
 
(81,579
)
 
(1,120
)
 

 
124,294

 

 
(41,595
)
 
(81,976
)
 
214,172

 
6,482

 
123,171

 
220,254

Operating income
41,595

 
81,976

 
152,915

 
2,054

 
(124,294
)
 
154,246

Non-operating income

 

 
982

 

 

 
982

Earnings before interest and taxes
41,595

 
81,976

 
153,897

 
2,054

 
(124,294
)
 
155,228

Intercompany interest (income) expense

 
(41,929
)
 
41,503

 
426

 

 

Interest expense

 
107,942

 
1,273

 
23

 

 
109,238

Interest income

 

 
20

 
8

 

 
28

Earnings before income taxes
41,595

 
15,963

 
111,141

 
1,613

 
(124,294
)
 
46,018

(Benefit) provision for income taxes

 
(25,632
)
 
29,562

 
321

 

 
4,251

Net earnings
41,595

 
41,595

 
81,579

 
1,292

 
(124,294
)
 
41,767

Less: Net (loss) earnings attributable to non-controlling interest

 

 

 
172

 

 
172

Net earnings (loss) attributable to Pinnacle Foods, Inc. and Subsidiaries common stockholders
$
41,595

 
$
41,595

 
$
81,579

 
$
1,120

 
$
(124,294
)
 
$
41,595

 
 
 
 
 
 
 
 
 
 
 
 
Total comprehensive earnings (loss)
54,198

 
54,198

 
83,782

 
3,174

 
(140,982
)
 
54,370

Less: Comprehensive (loss) attributable to non-controlling interest

 

 

 
172

 

 
172

Comprehensive earnings (loss) attributable to Pinnacle Foods, Inc. and Subsidiaries
$
54,198

 
$
54,198

 
$
83,782

 
$
3,002

 
$
(140,982
)
 
$
54,198

Condensed Consolidating Statements of Cash Flows
Pinnacle Foods Inc.
Condensed Consolidating Statement of Cash Flows
For the six months ended July 1, 2018
  
Pinnacle
Foods
Inc.
 
Pinnacle
Foods
Finance LLC
 
Guarantor
Subsidiaries
 
Nonguarantor
Subsidiaries
 
Eliminations
and
Reclassifications
 
Consolidated
Total
Cash flows from operating activities
 
 
 
 
 
 
 
 
 
 
 
Net cash (used in) provided by operating activities
$

 
$
(8,245
)
 
$
216,288

 
$
6,707

 
$

 
$
214,750

Cash flows from investing activities
 
 
 
 
 
 
 
 
 
 
 
Intercompany accounts receivable/payable

 
249,338

 
7,038

 

 
(256,376
)
 

Investment in Subsidiary
83,697

 
73,442

 

 

 
(157,139
)
 

Capital expenditures

 

 
(58,716
)
 
(1,617
)
 

 
(60,333
)
Other investing

 

 

 
608

 

 
608

Net cash provided by (used in) investing activities
83,697

 
322,780

 
(51,678
)
 
(1,009
)
 
(413,515
)
 
(59,725
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
 
 
Net proceeds from issuance of common stock
2,046

 

 

 

 

 
2,046

Taxes paid related to net share settlement of equity awards
(7,572
)
 

 

 

 

 
(7,572
)
Dividends paid
(78,171
)
 

 

 

 

 
(78,171
)
Proceeds from bank term loans

 
2,289,380

 

 

 

 
2,289,380

Repayments of long-term obligations

 
(2,613,649
)
 
(980
)
 

 

 
(2,614,629
)
Repayments of short-term borrowing

 

 
(2,391
)
 

 

 
(2,391
)
Borrowings under revolving credit facility

 
100,000

 

 

 

 
100,000

Intercompany accounts receivable/payable

 

 
(249,338
)
 
(7,038
)
 
256,376

 

Return of capital

 
(83,697
)
 
(73,442
)
 

 
157,139

 

Repayment of capital lease obligations

 

 
(6,125
)
 
(63
)
 

 
(6,188
)
Debt acquisition costs

 
(6,569
)
 

 

 

 
(6,569
)
Net cash (used in) provided by financing activities
(83,697
)
 
(314,535
)
 
(332,276
)
 
(7,101
)
 
413,515

 
(324,094
)
Effect of exchange rate changes on cash


 


 


 
(328
)
 


 
(328
)
Net change in cash and cash equivalents

 

 
(167,666
)
 
(1,731
)
 

 
(169,397
)
Cash and cash equivalents - beginning of period

 

 
241,772

 
8,056

 

 
249,828

Cash and cash equivalents - end of period
$

 
$

 
$
74,106

 
$
6,325

 
$

 
$
80,431

 
 
 
 
 
 
 
 
 
 
 
 

Pinnacle Foods Inc.
Condensed Consolidating Statement of Cash Flows
For the six months ended June 25, 2017
  
Pinnacle
Foods
Inc.
 
Pinnacle
Foods
Finance LLC
 
Guarantor
Subsidiaries
 
Nonguarantor
Subsidiaries
 
Eliminations
and
Reclassifications
 
Consolidated
Total
Cash flows from operating activities
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
$

 
$
(18,025
)
 
$
138,670

 
$
(297
)
 
$

 
$
120,348

Cash flows from investing activities
 
 
 
 
 
 
 
 
 
 
 
Intercompany accounts receivable/payable

 
248,150

 
2,571

 

 
(250,721
)
 

Investment in subsidiaries
67,287

 
58,504

 

 

 
(125,791
)
 

Capital expenditures

 

 
(48,271
)
 
(1,084
)
 

 
(49,355
)
Sale of plant assets

 

 
517

 
1,430

 

 
1,947

Net cash (used in) provided by investing activities
67,287

 
306,654

 
(45,183
)
 
346

 
(376,512
)
 
(47,408
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
 
 
Net proceeds from the issuance of common stock
9,051

 

 

 

 

 
9,051

Taxes paid related to net share settlement of equity awards
(8,926
)








 
(8,926
)
Dividends paid
(67,412
)
 

 

 

 

 
(67,412
)
Proceeds from bank term loan

 
2,262,000

 

 

 

 
2,262,000

Repayments of long-term obligations

 
(2,470,405
)
 
(1,915
)
 

 

 
(2,472,320
)
Proceeds from short-term borrowing

 

 
1,634

 

 

 
1,634

Repayments of short-term borrowing

 

 
(2,240
)
 

 

 
(2,240
)
Intercompany accounts receivable/payable

 

 
(248,150
)
 
(2,571
)
 
250,721

 

Return of capital

 
(67,287
)
 
(58,504
)
 

 
125,791

 

Repayment of capital lease obligations

 

 
(4,180
)
 
(36
)
 

 
(4,216
)
Debt acquisition costs

 
(12,937
)
 

 

 

 
(12,937
)
Net cash (used in) provided by financing activities
(67,287
)
 
(288,629
)
 
(313,355
)
 
(2,607
)
 
376,512


(295,366
)
Effect of exchange rate changes on cash

 

 

 
219

 

 
219

Net change in cash and cash equivalents

 

 
(219,868
)
 
(2,339
)
 

 
(222,207
)
Cash and cash equivalents - beginning of period

 

 
341,238

 
11,838

 

 
353,076

Cash and cash equivalents - end of period
$

 
$

 
$
121,370

 
$
9,499

 
$

 
$
130,869

 
 
 
 
 
 
 
 
 
 
 
 
v3.10.0.1
Summary of Business Activities (Details)
$ / shares in Units, $ in Millions
3 Months Ended 6 Months Ended
Jun. 27, 2018
USD ($)
$ / shares
shares
Jul. 01, 2018
USD ($)
Dec. 31, 2018
USD ($)
Jul. 01, 2018
segment
Subsidiary, Sale of Stock [Line Items]        
Number of operating segments | segment       4
Termination fee $ 264.0      
Merger fees   $ 10.8    
Pinnacle Foods | Conagra Brands, Inc.        
Subsidiary, Sale of Stock [Line Items]        
Right to receive in cash (in dollars per share) | $ / shares $ 43.11      
Number of shares to be received for each share of Company's common stock (in shares) | shares 0.6494      
Implied price per share (in dollars per share) | $ / shares $ 68.00      
Purchase price $ 10,900.0      
Forecast | Minimum        
Subsidiary, Sale of Stock [Line Items]        
Merger fees     $ 65.0  
Forecast | Maximum        
Subsidiary, Sale of Stock [Line Items]        
Merger fees     $ 70.0  
v3.10.0.1
Acquisitions - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended
Dec. 15, 2017
Jul. 01, 2018
Dec. 31, 2017
Business Acquisition [Line Items]      
Goodwill   $ 2,175,290 $ 2,177,961
Transaction costs   $ 10,800  
Beaver Dam acquisition      
Business Acquisition [Line Items]      
Payments to acquire business $ 37,500    
Goodwill 10,653    
Transaction costs $ 100    
v3.10.0.1
Acquisitions - Summary of the Allocation of the Total Cost of the Acquisition to Assets Acquired (Details) - USD ($)
$ in Thousands
Jul. 01, 2018
Dec. 31, 2017
Dec. 15, 2017
Assets acquired:      
Goodwill $ 2,175,290 $ 2,177,961  
Beaver Dam acquisition      
Assets acquired:      
Land     $ 700
Buildings     22,043
Plant assets     4,091
Goodwill     10,653
Fair value of assets acquired     $ 37,487
v3.10.0.1
Fair Value Measurements - Financial Assets and Liabilities Subject to Recurring Fair Value (Details) - USD ($)
$ in Thousands
Jul. 01, 2018
Dec. 31, 2017
Assets    
Derivatives assets $ 29,601 $ 10,809
Liabilities    
Derivative liabilities 600 1,086
Recurring | Level 1    
Assets    
Total assets at fair value 0 0
Liabilities    
Total liabilities at fair value 0 0
Recurring | Level 2    
Assets    
Total assets at fair value 29,601 10,809
Liabilities    
Total liabilities at fair value 600 1,086
Recurring | Level 3    
Assets    
Total assets at fair value 0 0
Liabilities    
Total liabilities at fair value 0 0
Recurring | Interest rate derivatives | Level 1    
Assets    
Derivatives assets 0 0
Recurring | Interest rate derivatives | Level 2    
Assets    
Derivatives assets 27,505 8,194
Recurring | Interest rate derivatives | Level 3    
Assets    
Derivatives assets 0 0
Recurring | Foreign currency derivatives | Level 1    
Assets    
Derivatives assets 0 0
Liabilities    
Derivative liabilities 0 0
Recurring | Foreign currency derivatives | Level 2    
Assets    
Derivatives assets 295 0
Liabilities    
Derivative liabilities 0 750
Recurring | Foreign currency derivatives | Level 3    
Assets    
Derivatives assets 0 0
Liabilities    
Derivative liabilities 0 0
Recurring | Commodity derivatives | Level 1    
Assets    
Derivatives assets 0 0
Liabilities    
Derivative liabilities 0 0
Recurring | Commodity derivatives | Level 2    
Assets    
Derivatives assets 1,801 2,615
Liabilities    
Derivative liabilities 600 336
Recurring | Commodity derivatives | Level 3    
Assets    
Derivatives assets 0 0
Liabilities    
Derivative liabilities 0 0
Fair Value | Recurring    
Assets    
Total assets at fair value 29,601 10,809
Liabilities    
Total liabilities at fair value 600 1,086
Fair Value | Recurring | Interest rate derivatives    
Assets    
Derivatives assets 27,505 8,194
Fair Value | Recurring | Foreign currency derivatives    
Assets    
Derivatives assets 295 0
Liabilities    
Derivative liabilities 0 750
Fair Value | Recurring | Commodity derivatives    
Assets    
Derivatives assets 1,801 2,615
Liabilities    
Derivative liabilities $ 600 $ 336
v3.10.0.1
Other Expense, net - Schedule of Other Expense (Income), Net (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 01, 2018
Jun. 25, 2017
Jul. 01, 2018
Jun. 25, 2017
Other Income and Expenses [Abstract]        
Amortization of intangibles/other assets $ 2,328 $ 6,324 $ 4,656 $ 10,866
Foreign exchange losses/(gains) 369 (165) 894 (398)
Redemption premium on the early extinguishment of debt 4,267 0 4,267 0
Merger Agreement costs (Note 1) 10,836 0 10,836 0
Royalty income and other (355) (871) (343) (950)
Total other expense, net $ 17,445 $ 5,288 $ 20,310 $ 9,518
v3.10.0.1
Other Expense, net - Debt Redemption (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
May 30, 2018
Jul. 01, 2018
Jun. 25, 2017
Jul. 01, 2018
Jun. 25, 2017
Debt Instrument, Redemption [Line Items]          
Debt premium   $ 4,267 $ 0 $ 4,267 $ 0
Senior notes | 4.875% Senior Notes          
Debt Instrument, Redemption [Line Items]          
Amount of indebtedness repaid $ 350,000        
Stated interest rate   4.875%   4.875%  
Redemption prices, percent of outstanding principal 101.20%        
Debt premium $ 4,300        
v3.10.0.1
Equity-Based Compensation Expense and Earnings Per Share - Schedule of Equity-based Compensation Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 01, 2018
Jun. 25, 2017
Jul. 01, 2018
Jun. 25, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Pre-tax equity-based compensation expense $ 5,700 $ 5,547 $ 9,979 $ 9,656
Income tax benefit (1,195) (2,113) (2,046) (3,674)
Net equity-based compensation expense 4,505 3,434 7,933 5,982
Cost of products sold        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Pre-tax equity-based compensation expense 806 367 1,412 882
Marketing and selling expenses        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Pre-tax equity-based compensation expense 1,391 1,746 1,900 2,913
Administrative expenses        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Pre-tax equity-based compensation expense 3,302 3,247 6,288 5,554
Research and development expenses        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Pre-tax equity-based compensation expense $ 201 $ 187 $ 379 $ 307
v3.10.0.1
Equity-Based Compensation Expense and Earnings Per Share - Plan Narrative (Details) - $ / shares
3 Months Ended 6 Months Ended
Jul. 01, 2018
Apr. 01, 2018
Jun. 25, 2017
Jul. 01, 2018
Jun. 25, 2017
Mar. 27, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Antidilutive securities excluded from computation of earnings per share (in shares) 760,575   489,273 503,634 266,530  
2013 Omnibus Plan            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Number of shares authorized (in shares)           11,300,000
Performance shares | 2013 Omnibus Plan            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Vesting period       3 years    
Stock options | 2013 Omnibus Plan            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Options, grants in period (in shares)   439,110        
Options, grants in period, grant date fair value (in dollars per share)   $ 10.06        
Option exercise price (in dollars per share)   $ 54.10        
PSU's and PS's | 2013 Omnibus Plan            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock grants in period (in shares) 3,066 141,628        
Stock grants in period, grant date fair value (in dollars per share) $ 68.06 $ 60.30        
Restricted Stock Units (RSUs) | 2013 Omnibus Plan            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock grants in period (in shares) 20,478 185,241        
Stock grants in period, grant date fair value (in dollars per share) $ 63.64 $ 55.29        
Minimum | Performance shares            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Percentage of total award       0.00%    
Maximum | Performance shares            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Percentage of total award       200.00%    
v3.10.0.1
Equity-Based Compensation Expense and Earnings Per Share - Schedule of Weighted Average Number of Shares (Details) - shares
3 Months Ended 6 Months Ended
Jul. 01, 2018
Jun. 25, 2017
Jul. 01, 2018
Jun. 25, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]        
Weighted-average common shares (in shares) 118,773,942 118,114,090 118,635,078 117,868,921
Effect of dilutive securities: (in shares) 1,174,379 1,492,739 1,245,448 1,600,267
Dilutive potential common shares (in shares) 119,948,321 119,606,829 119,880,526 119,469,188
v3.10.0.1
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 01, 2018
Jun. 25, 2017
Jul. 01, 2018
Jun. 25, 2017
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Balance, beginning     $ 2,380,238 $ 1,948,942
Net current period other comprehensive (loss)/income $ 3,521 $ (2,504) 11,625 12,603
Balance, ending 2,431,530 1,944,984 2,431,530 1,944,984
Accumulated Other Comprehensive Loss        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Balance, beginning     (30,250) (51,569)
Other comprehensive (loss)/income before reclassification     12,234 (1,106)
Amounts reclassified from accumulated other comprehensive loss     (609) 13,709
Net current period other comprehensive (loss)/income     11,625 12,603
Adoption of ASU 2018-02     (5,329)  
Balance, ending (23,954) (38,966) (23,954) (38,966)
Currency translation adjustments        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Balance, beginning     2,095 (3,989)
Other comprehensive (loss)/income before reclassification     (3,841) 1,765
Amounts reclassified from accumulated other comprehensive loss     0 0
Net current period other comprehensive (loss)/income     (3,841) 1,765
Adoption of ASU 2018-02     0  
Balance, ending (1,746) (2,224) (1,746) (2,224)
Gains (Losses) on cash flow hedges        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Balance, beginning     6,571 (8,234)
Other comprehensive (loss)/income before reclassification     16,075 (2,871)
Amounts reclassified from accumulated other comprehensive loss     (967) 13,352
Net current period other comprehensive (loss)/income     15,108 10,481
Adoption of ASU 2018-02     1,088  
Balance, ending 22,767 2,247 22,767 2,247
Change in pensions        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Balance, beginning     (38,916) (39,346)
Other comprehensive (loss)/income before reclassification     0 0
Amounts reclassified from accumulated other comprehensive loss     358 357
Net current period other comprehensive (loss)/income     358 357
Adoption of ASU 2018-02     (6,417)  
Balance, ending $ (44,975) $ (38,989) $ (44,975) $ (38,989)
v3.10.0.1
Accumulated Other Comprehensive Loss - Reclassifications out of AOCI (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 01, 2018
Jun. 25, 2017
Jul. 01, 2018
Jun. 25, 2017
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Interest expense $ (30,184) $ (28,507) $ (72,078) $ (109,238)
Cost of products sold (530,299) (580,681) (1,102,701) (1,136,182)
Earnings before income taxes 73,880 15,526 147,899 46,018
Provision for income taxes (17,624) 3,092 (34,729) (4,251)
Net earnings 56,256 18,618 113,170 41,767
Amounts Reclassified from AOCL        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Net earnings 750 (18) 609 (13,709)
Gains and (losses) on financial instrument contracts | Amounts Reclassified from AOCL        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Earnings before income taxes 1,227 278 1,298 (21,597)
Provision for income taxes (314) (106) (331) 8,245
Net earnings 913 172 967 (13,352)
Pension actuarial assumption adjustments | Amounts Reclassified from AOCL        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Cost of products sold (217) (309) (476) (578)
Provision for income taxes 54 119 118 221
Net earnings (163) (190) (358) (357)
Interest rate contracts | Gains and (losses) on financial instrument contracts | Amounts Reclassified from AOCL        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Interest expense 1,166 122 1,311 (21,652)
Foreign exchange contracts | Gains and (losses) on financial instrument contracts | Amounts Reclassified from AOCL        
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]        
Cost of products sold $ 61 $ 156 $ (13) $ 55
v3.10.0.1
Balance Sheet Information - Schedule of Accounts Receivable (Details) - USD ($)
$ in Thousands
Jul. 01, 2018
Dec. 31, 2017
Accounts Receivable, Net, Current [Abstract]    
Customers $ 263,631 $ 280,086
Allowances for cash discounts, bad debts and returns (9,584) (10,036)
Subtotal 254,047 270,050
Other receivables 10,311 11,572
Total $ 264,358 $ 281,622
v3.10.0.1
Balance Sheet Information - Schedule of Inventories (Details) - USD ($)
$ in Thousands
Jul. 01, 2018
Dec. 31, 2017
Inventory, Net [Abstract]    
Raw materials $ 98,547 $ 78,567
Work in progress 39,684 65,800
Finished product 369,706 345,439
Total $ 507,937 $ 489,806
v3.10.0.1
Balance Sheet Information - Schedule of Plant Assets (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 01, 2018
Jun. 25, 2017
Jul. 01, 2018
Jun. 25, 2017
Dec. 31, 2017
Property, Plant and Equipment [Line Items]          
Plant assets, gross $ 1,320,235   $ 1,320,235   $ 1,305,915
Accumulated depreciation (566,121)   (566,121)   (566,202)
Total 754,114   754,114   739,713
Depreciation 25,000 $ 47,500 49,600 $ 70,000  
Land          
Property, Plant and Equipment [Line Items]          
Plant assets, gross 15,648   15,648   15,648
Buildings          
Property, Plant and Equipment [Line Items]          
Plant assets, gross 333,519   333,519   327,501
Machinery and equipment          
Property, Plant and Equipment [Line Items]          
Plant assets, gross 897,169   897,169   898,728
Projects in progress          
Property, Plant and Equipment [Line Items]          
Plant assets, gross 73,899   73,899   64,038
Assets under capital lease          
Property, Plant and Equipment [Line Items]          
Accumulated depreciation (20,800)   (20,800)   (18,600)
Total $ 58,800   $ 58,800   $ 44,600
v3.10.0.1
Balance Sheet Information - Schedule of Accrued Liabilities (Details) - USD ($)
$ in Thousands
Jul. 01, 2018
Dec. 31, 2017
Accrued Liabilities, Current [Abstract]    
Employee compensation and benefits $ 51,963 $ 39,699
Interest payable 17,537 19,254
Consumer coupons 3,493 2,400
Accrued restructuring charges (Note 11) 342 1,414
Accrued financial instrument contracts (Note 14) 543 988
Accrued broker commissions 7,070 6,994
Accrued income taxes 6,199 26,805
Other 32,798 24,577
Total $ 119,945 $ 122,131
v3.10.0.1
Balance Sheet Information - Schedule of Other Long-Term Liabilities (Details) - USD ($)
$ in Thousands
Jul. 01, 2018
Dec. 31, 2017
Liabilities, Noncurrent [Abstract]    
Employee compensation and benefits $ 14,618 $ 14,197
Long-term rent liability and deferred rent allowances 5,735 6,217
Liability for uncertain tax positions (a) 6,223 11,140
Accrued financial instrument contracts (Note 14) 57 98
Other 2,029 2,385
Total $ 28,662 $ 34,037
v3.10.0.1
Goodwill, Tradenames and Other Assets - Schedule of Goodwill by Segment (Details)
$ in Thousands
6 Months Ended
Jul. 01, 2018
USD ($)
Goodwill [Roll Forward]  
Balance, December 31, 2017 $ 2,177,961
Foreign currency adjustment (2,671)
Balance, July 1, 2018 2,175,290
Frozen  
Goodwill [Roll Forward]  
Balance, December 31, 2017 764,824
Foreign currency adjustment (2,671)
Balance, July 1, 2018 762,153
Grocery  
Goodwill [Roll Forward]  
Balance, December 31, 2017 860,972
Foreign currency adjustment 0
Balance, July 1, 2018 860,972
Boulder  
Goodwill [Roll Forward]  
Balance, December 31, 2017 364,883
Foreign currency adjustment 0
Balance, July 1, 2018 364,883
Specialty  
Goodwill [Roll Forward]  
Balance, December 31, 2017 187,282
Foreign currency adjustment 0
Balance, July 1, 2018 $ 187,282
v3.10.0.1
Goodwill, Tradenames and Other Assets - Schedule of Tradenames by Segment (Details)
3 Months Ended 6 Months Ended
Jul. 01, 2018
USD ($)
Jun. 25, 2017
USD ($)
Jul. 01, 2018
USD ($)
tradename
Jun. 25, 2017
USD ($)
Indefinite-lived Intangible Assets [Roll Forward]        
Tradename impairment charges $ 0 $ 27,430,000 $ 0 $ 27,430,000
Tradenames        
Indefinite-lived Intangible Assets [Roll Forward]        
Balance, December 31, 2017     2,463,374,000  
Foreign currency adjustment     (202,000)  
Balance, July 1, 2018 2,463,172,000   2,463,172,000  
Tradenames | Frozen        
Indefinite-lived Intangible Assets [Roll Forward]        
Balance, December 31, 2017     738,344,000  
Foreign currency adjustment     (202,000)  
Balance, July 1, 2018 738,142,000   738,142,000  
Tradename impairment charges   27,400,000    
Tradenames | Grocery        
Indefinite-lived Intangible Assets [Roll Forward]        
Balance, December 31, 2017     1,253,622,000  
Foreign currency adjustment     0  
Balance, July 1, 2018 1,253,622,000   1,253,622,000  
Tradenames | Boulder        
Indefinite-lived Intangible Assets [Roll Forward]        
Balance, December 31, 2017     442,808,000  
Foreign currency adjustment     0  
Balance, July 1, 2018 442,808,000   442,808,000  
Tradenames | Specialty        
Indefinite-lived Intangible Assets [Roll Forward]        
Balance, December 31, 2017     28,600,000  
Foreign currency adjustment     0  
Balance, July 1, 2018 28,600,000   28,600,000  
Celeste, Synder of Berlin, Nalley, Bernstein, and Swanson tradenames        
Indefinite-lived Intangible Assets [Roll Forward]        
Balance, July 1, 2018 $ 25,400,000   25,400,000  
Increase in weighted average cost of capital assumed 0.0050      
Celeste tradename        
Indefinite-lived Intangible Assets [Roll Forward]        
Balance, July 1, 2018 $ 24,800,000   24,800,000  
Snyder of Berlin tradename        
Indefinite-lived Intangible Assets [Roll Forward]        
Balance, July 1, 2018 6,500,000   6,500,000  
Nalley tradename        
Indefinite-lived Intangible Assets [Roll Forward]        
Balance, July 1, 2018 4,200,000   4,200,000  
Bernstein tradename        
Indefinite-lived Intangible Assets [Roll Forward]        
Balance, July 1, 2018 3,100,000   3,100,000  
Swanson tradename        
Indefinite-lived Intangible Assets [Roll Forward]        
Balance, July 1, 2018 500,000   $ 500,000  
Aunt Jemima tradename        
Indefinite-lived Intangible Assets [Roll Forward]        
Balance, July 1, 2018   $ 0   $ 0
Five additional impaired tradenames        
Indefinite-lived Intangible Assets [Roll Forward]        
Number of impaired tradenames | tradename     5  
Three additional impaired tradenames        
Indefinite-lived Intangible Assets [Roll Forward]        
Balance, July 1, 2018 $ 359,300,000   $ 359,300,000  
Number of impaired tradenames | tradename     3  
Indefinite-lived tradenames, percentage of fair value in excess of carrying value     15.00%  
v3.10.0.1
Goodwill, Tradenames and Other Assets - Schedule of Other Assets (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jul. 01, 2018
Jun. 25, 2017
Jul. 01, 2018
Jun. 25, 2017
Dec. 31, 2017
Finite-Lived Intangible Assets [Line Items]          
Finite-lived intangible assets, Gross Carrying Amount $ 239,256   $ 239,256   $ 240,580
Finite-lived intangible assets, Accumulated Amortization (114,788)   (114,788)   (111,433)
Finite-lived intangible assets, Net 124,468   124,468   129,147
Financial instruments 22,949   22,949   8,160
Other, Gross Carrying Amount 31,639   31,639   32,607
Other, Accumulated Amortization (5,085)   (5,085)   (5,015)
Other, Net 26,554   26,554   27,592
Total other assets, net 173,971   173,971   $ 164,899
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]          
Amortization of intangible assets 2,328 $ 6,324 4,656 $ 10,866  
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]          
Estimated amortization expense, remainder of 2018 4,700   4,700    
Estimated amortization expense, 2019 8,600   8,600    
Estimated amortization expense, 2020 7,900   7,900    
Estimated amortization expense, 2021 6,600   6,600    
Estimated amortization expense, 2022 6,400   6,400    
Estimated amortization expense, thereafter 90,200   $ 90,200    
Recipes          
Finite-Lived Intangible Assets [Line Items]          
Weighted Average Life     10 years   10 years
Finite-lived intangible assets, Gross Carrying Amount 51,487   $ 51,487   $ 51,514
Finite-lived intangible assets, Accumulated Amortization (46,815)   (46,815)   (46,458)
Finite-lived intangible assets, Net 4,672   $ 4,672   $ 5,056
Customer relationships - Distributors          
Finite-Lived Intangible Assets [Line Items]          
Weighted Average Life     34 years   34 years
Finite-lived intangible assets, Gross Carrying Amount 176,369   $ 176,369   $ 176,376
Finite-lived intangible assets, Accumulated Amortization (63,229)   (63,229)   (59,681)
Finite-lived intangible assets, Net 113,140   $ 113,140   $ 116,695
Customer relationships - Food Service          
Finite-Lived Intangible Assets [Line Items]          
Weighted Average Life     10 years   10 years
Finite-lived intangible assets, Gross Carrying Amount 11,400   $ 11,400   $ 11,400
Finite-lived intangible assets, Accumulated Amortization (4,744)   (4,744)   (4,004)
Finite-lived intangible assets, Net 6,656   6,656   $ 7,396
Customer relationships - Private Label          
Finite-Lived Intangible Assets [Line Items]          
Weighted Average Life         7 years
Finite-lived intangible assets, Gross Carrying Amount         $ 1,290
Finite-lived intangible assets, Accumulated Amortization         (1,290)
Finite-lived intangible assets, Net         0
Operating segments | Frozen          
Finite-Lived Intangible Assets [Line Items]          
Finite-lived intangible assets, Net 38,036   38,036   39,229
Operating segments | Grocery          
Finite-Lived Intangible Assets [Line Items]          
Finite-lived intangible assets, Net 45,511   45,511   46,888
Operating segments | Boulder          
Finite-Lived Intangible Assets [Line Items]          
Finite-lived intangible assets, Net 31,774   31,774   33,057
Operating segments | Specialty          
Finite-Lived Intangible Assets [Line Items]          
Finite-lived intangible assets, Net $ 9,147   $ 9,147   $ 9,973
v3.10.0.1
Restructuring Charges - Narrative (Details) - Aunt Jemima retail and foodservice frozen breakfast products exit - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 25, 2017
Jul. 01, 2018
Dec. 31, 2017
Restructuring Cost and Reserve [Line Items]      
Restructuring and impairment charges $ 63,200   $ 63,200
Accelerated depreciation charges 22,600    
Inventory obsolescence 4,600    
Employee termination costs 1,500    
Contract termination and other costs 3,300    
Restructuring charges   $ 0  
Frozen      
Restructuring Cost and Reserve [Line Items]      
Restructuring and impairment charges     48,800
Specialty      
Restructuring Cost and Reserve [Line Items]      
Restructuring and impairment charges     14,400
Tradenames      
Restructuring Cost and Reserve [Line Items]      
Intangible asset impairment charge $ 31,200    
Cost of products sold      
Restructuring Cost and Reserve [Line Items]      
Restructuring and impairment charges     32,000
Impairment of tradenames      
Restructuring Cost and Reserve [Line Items]      
Restructuring and impairment charges     27,400
Other expense      
Restructuring Cost and Reserve [Line Items]      
Restructuring and impairment charges     $ 3,800
v3.10.0.1
Restructuring Charges - Accrued Restructuring Charges (Details) - Aunt Jemima retail and foodservice frozen breakfast products exit
$ in Thousands
6 Months Ended
Jul. 01, 2018
USD ($)
Restructuring Reserve [Roll Forward]  
Beginning balance $ 1,126
Expense 0
Payments (784)
Ending balance $ 342
v3.10.0.1
Debt and Interest Expense - Schedule of Long-term and Short-term Debt Instruments (Details) - USD ($)
$ in Thousands
Jul. 01, 2018
Dec. 31, 2017
Short-term Debt [Abstract]    
Short-term borrowings $ 1,842 $ 2,739
Long-term Debt, Current and Noncurrent [Abstract]    
Unamortized discount on long term debt and deferred financing costs (14,066) (21,846)
Capital lease obligations 52,729 41,012
Long-term debt, including capital lease obligations less unamortized discount on long term debt and deferred financing costs 2,758,043 2,959,528
Less: current portion of long-term obligations 54,126 33,934
Total long-term debt 2,703,917 2,925,594
Secured debt | Tranche A Term Loans    
Long-term Debt, Current and Noncurrent [Abstract]    
Long-term debt 780,000 0
Secured debt | New Tranche B Term Loans    
Long-term Debt, Current and Noncurrent [Abstract]    
Long-term debt 1,489,380 0
Secured debt | Tranche B Term Loans due 2024    
Long-term Debt, Current and Noncurrent [Abstract]    
Long-term debt 0 2,239,380
Senior notes | 4.875% Senior Notes    
Long-term Debt, Current and Noncurrent [Abstract]    
Senior notes $ 0 350,000
Stated interest rate 4.875%  
Senior notes | 5.875% Senior Notes    
Long-term Debt, Current and Noncurrent [Abstract]    
Senior notes $ 350,000 350,000
Stated interest rate 5.875%  
Notes payable | 3.0% Note payable to Gilster Mary Lee Corporation    
Long-term Debt, Current and Noncurrent [Abstract]    
Note payable $ 0 982
Stated interest rate 3.00%  
Revolving credit facility    
Long-term Debt, Current and Noncurrent [Abstract]    
Long-term debt $ 100,000 $ 0
v3.10.0.1
Debt and Interest Expense - Schedule of Interest Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
May 30, 2018
Jul. 01, 2018
Jun. 25, 2017
Jul. 01, 2018
Jun. 25, 2017
Debt Disclosure [Abstract]          
Interest expense   $ 28,841 $ 27,612 $ 59,096 $ 56,495
Amortization of debt acquisition costs   741 1,017 1,612 2,597
Non-cash recognition of deferred costs related to refinancing $ 1,800 1,768 0 12,681 28,494
Settlement of hedges related to refinancing   0 0 0 20,722
Interest rate swap (gains)/losses   (1,166) (122) (1,311) 930
Total interest expense   $ 30,184 $ 28,507 $ 72,078 $ 109,238
v3.10.0.1
Debt and Interest Expense - Fourth Amendment (Details) - USD ($)
3 Months Ended 6 Months Ended
May 30, 2018
Mar. 15, 2018
Feb. 03, 2017
Jul. 01, 2018
Jun. 25, 2017
Jul. 01, 2018
Jun. 25, 2017
Debt Instrument [Line Items]              
Debt acquisition costs           $ 6,569,000 $ 12,937,000
Recognition of deferred costs related to refinancing $ 1,800,000     $ 1,768,000 $ 0 12,681,000 28,494,000
Borrowings under revolving credit facility           $ 100,000,000 $ 0
Secured debt              
Debt Instrument [Line Items]              
Repayment of existing indebtedness     $ 213,100,000        
Secured debt | New Tranche B Term Loans              
Debt Instrument [Line Items]              
Term of debt instrument     7 years        
Face amount     $ 2,262,000,000.0        
Secured debt | Tranche B Term Loans              
Debt Instrument [Line Items]              
Amount of indebtedness repaid   $ 2,239,400,000          
Revolving credit facility              
Debt Instrument [Line Items]              
Term of debt instrument     5 years        
Face amount     $ 225,000,000.0        
Borrowings under revolving credit facility 100,000,000            
Senior notes | 4.875% Senior Notes              
Debt Instrument [Line Items]              
Amount of indebtedness repaid $ 350,000,000            
Stated interest rate       4.875%   4.875%  
Redemption prices, percent of outstanding principal 101.20%            
Fourth Amended and Restated Credit Agreement              
Debt Instrument [Line Items]              
Debt acquisition costs $ 1,600,000     $ 4,800,000   $ 6,400,000  
Recognition of deferred costs related to refinancing   10,900,000          
Fourth Amended and Restated Credit Agreement | Secured debt              
Debt Instrument [Line Items]              
Repayment of existing indebtedness   $ 202,500,000          
Fourth Amended and Restated Credit Agreement | Secured debt | New Tranche B Term Loans              
Debt Instrument [Line Items]              
Term of debt instrument   6 years          
Face amount   $ 1,239,400,000.0          
Fourth Amended and Restated Credit Agreement | Secured debt | Tranche A Term Loans              
Debt Instrument [Line Items]              
Term of debt instrument   5 years          
Face amount   $ 800,000,000.0          
Fourth Amended and Restated Credit Agreement | Revolving credit facility              
Debt Instrument [Line Items]              
Term of debt instrument   5 years          
Face amount   $ 300,000,000.0          
First Amendment to Fourth Amended and Restated Credit Agreement | Secured debt | Incremental Term Loans              
Debt Instrument [Line Items]              
Face amount $ 250,000,000.0            
v3.10.0.1
Debt and Interest Expense - Amended Credit Agreement (Details)
3 Months Ended 6 Months Ended
May 30, 2018
USD ($)
Mar. 15, 2018
Feb. 03, 2017
USD ($)
Jul. 01, 2018
USD ($)
Jun. 25, 2017
USD ($)
Jul. 01, 2018
USD ($)
Jun. 25, 2017
USD ($)
Debt Instrument [Line Items]              
Unamortized debt issuance costs           $ 6,569,000 $ 12,937,000
Non-cash recognition of deferred costs related to refinancing $ 1,800,000     $ 1,768,000 $ 0 $ 12,681,000 $ 28,494,000
Ownership interest           100.00%  
Tranche G, H and I term loans              
Debt Instrument [Line Items]              
Unamortized debt issuance costs     $ 12,900,000        
Non-cash recognition of deferred costs related to refinancing     28,500,000        
Secured debt              
Debt Instrument [Line Items]              
Repayment of existing indebtedness     $ 213,100,000        
Secured debt | New Tranche B Term Loans              
Debt Instrument [Line Items]              
Term of debt instrument     7 years        
Face amount     $ 2,262,000,000.0        
Secured debt | Tranche G term loans due 2020              
Debt Instrument [Line Items]              
Amount of indebtedness repaid     1,409,600,000        
Secured debt | Tranche H term loans due 2020              
Debt Instrument [Line Items]              
Amount of indebtedness repaid     507,900,000        
Secured debt | Tranche I term loans due 2023              
Debt Instrument [Line Items]              
Amount of indebtedness repaid     $ 544,500,000        
Revolving credit facility              
Debt Instrument [Line Items]              
Term of debt instrument     5 years        
Face amount     $ 225,000,000.0        
Revolving credit facility | Fifth Amendment to the Second Amended and Restated Credit Agreement, Feb 2017              
Debt Instrument [Line Items]              
Commitment fee percentage     0.30%        
Federal funds effective rate | Secured debt | New Tranche B Term Loans              
Debt Instrument [Line Items]              
Basis spread on variable rate     0.50%        
Eurocurrency rate | Secured debt | New Tranche B Term Loans              
Debt Instrument [Line Items]              
Basis spread on variable rate   1.75%          
Base rate | Secured debt | New Tranche B Term Loans              
Debt Instrument [Line Items]              
Basis spread on variable rate   0.75%          
Minimum | Eurocurrency rate | Secured debt | New Tranche B Term Loans              
Debt Instrument [Line Items]              
Basis spread on variable rate   0.00%          
Minimum | Base rate | Secured debt | New Tranche B Term Loans              
Debt Instrument [Line Items]              
Basis spread on variable rate   1.00%          
Secured debt              
Debt Instrument [Line Items]              
Required percentage of excess cash flow     50.00%        
Percentage of quarterly installment amortized aggregate principal amount     1.25%        
Secured debt | New Tranche B Term Loans              
Long-term Debt, Fiscal Year Maturity              
2018       10,000,000   $ 10,000,000  
2019       40,000,000   40,000,000  
2020       40,000,000   40,000,000  
2021       40,000,000   40,000,000  
2022       40,000,000   40,000,000  
2023       $ 610,000,000   $ 610,000,000  
Secured debt | One-month eurodollar rate | New Tranche B Term Loans              
Debt Instrument [Line Items]              
Basis spread on variable rate   1.00%          
Secured debt | Minimum | Eurocurrency rate | Tranche A Term Loans              
Debt Instrument [Line Items]              
Basis spread on variable rate   0.00%          
Secured debt | Minimum | Base rate | Tranche A Term Loans              
Debt Instrument [Line Items]              
Basis spread on variable rate   1.00%          
Letter of credit              
Debt Instrument [Line Items]              
Fronting fee, per annum     0.125%        
Maximum borrowing capacity under the revolving credit facility     $ 50,000,000        
Total net leverage ratio between 4.50 and 5.49 | Minimum              
Debt Instrument [Line Items]              
Leverage ratio     4.50        
Total net leverage ratio between 4.50 and 5.49 | Maximum              
Debt Instrument [Line Items]              
Leverage ratio     5.49        
Total net leverage ratio between 4.50 and 5.49 | Secured debt              
Debt Instrument [Line Items]              
Required percentage of excess cash flow     25.00%        
Total net leverage ratio below 4.50 | Minimum              
Debt Instrument [Line Items]              
Leverage ratio     4.50        
Total net leverage ratio below 4.50 | Secured debt              
Debt Instrument [Line Items]              
Required percentage of excess cash flow     0.00%        
Net first lien | Secured debt              
Long-term Debt, Fiscal Year Maturity              
Debt to EBITDA for the most recently concluded four consecutive fiscal quarters     5.75        
Restricted payments | Secured debt              
Long-term Debt, Fiscal Year Maturity              
Debt to EBITDA for the most recently concluded four consecutive fiscal quarters     4.25        
Amount of restricted payments for specified activities     $ 75,000,000        
Percent of restricted payments for specified activities greater of the amount or percent of consolidated total assets     2.00%        
Scenario 1 | Secured debt | Eurocurrency rate | Tranche A Term Loans              
Debt Instrument [Line Items]              
Basis spread on variable rate   1.50%          
Scenario 1 | Secured debt | Base rate | Tranche A Term Loans              
Debt Instrument [Line Items]              
Basis spread on variable rate   0.50%          
Scenario 1 | Secured debt | Maximum | Eurocurrency rate | Tranche A Term Loans              
Debt Instrument [Line Items]              
Leverage ratio   3.75          
Scenario 1 | Secured debt | Maximum | Base rate | Tranche A Term Loans              
Debt Instrument [Line Items]              
Leverage ratio   3.75          
Scenario 2 | Secured debt | Eurocurrency rate | Tranche A Term Loans              
Debt Instrument [Line Items]              
Basis spread on variable rate   1.625%          
Scenario 2 | Secured debt | Base rate | Tranche A Term Loans              
Debt Instrument [Line Items]              
Basis spread on variable rate   0.625%          
Scenario 2 | Secured debt | Minimum | Eurocurrency rate | Tranche A Term Loans              
Debt Instrument [Line Items]              
Leverage ratio   3.75          
Scenario 2 | Secured debt | Minimum | Base rate | Tranche A Term Loans              
Debt Instrument [Line Items]              
Leverage ratio   3.75          
Scenario 2 | Secured debt | Maximum | Eurocurrency rate | Tranche A Term Loans              
Debt Instrument [Line Items]              
Leverage ratio   5.00          
Scenario 2 | Secured debt | Maximum | Base rate | Tranche A Term Loans              
Debt Instrument [Line Items]              
Leverage ratio   5.00          
Scenario 3 | Secured debt | Eurocurrency rate | Tranche A Term Loans              
Debt Instrument [Line Items]              
Basis spread on variable rate   1.75%          
Scenario 3 | Secured debt | Base rate | Tranche A Term Loans              
Debt Instrument [Line Items]              
Basis spread on variable rate   0.75%          
Scenario 3 | Secured debt | Minimum | Eurocurrency rate | Tranche A Term Loans              
Debt Instrument [Line Items]              
Leverage ratio   5.00          
Scenario 3 | Secured debt | Minimum | Base rate | Tranche A Term Loans              
Debt Instrument [Line Items]              
Leverage ratio   5.00          
v3.10.0.1
Debt and Interest Expense - Senior Notes (Details) - Senior notes
6 Months Ended
May 30, 2018
Jul. 01, 2018
4.875% Senior Notes    
Debt Instrument [Line Items]    
Stated interest rate   4.875%
Redemption prices, percent of outstanding principal 101.20%  
5.875% Senior Notes    
Debt Instrument [Line Items]    
Stated interest rate   5.875%
Redemption prices, percent of outstanding principal   100.00%
Applicable premium, percentage of principal amount   1.00%
Percent that may be redeemed (up to)   35.00%
Early redemption, percent of principal amount required to be outstanding (at least)   50.00%
Early redemption, redemption period following closing date of offering   120 days
5.875% Senior Notes | Treasury Rate    
Debt Instrument [Line Items]    
Basis spread on variable rate   0.50%
v3.10.0.1
Debt and Interest Expense - Schedule of Redemption Price Percentages (Details) - Senior notes - 5.875% Senior Notes
6 Months Ended
Jul. 01, 2018
Debt Instrument [Line Items]  
Redemption prices, percent of outstanding principal 100.00%
2019  
Debt Instrument [Line Items]  
Redemption prices, percent of outstanding principal 104.406%
2020  
Debt Instrument [Line Items]  
Redemption prices, percent of outstanding principal 102.938%
2021  
Debt Instrument [Line Items]  
Redemption prices, percent of outstanding principal 101.469%
2022 and thereafter  
Debt Instrument [Line Items]  
Redemption prices, percent of outstanding principal 100.00%
v3.10.0.1
Debt and Interest Expense - Summary of Debt Acquisition Cost (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
May 30, 2018
Mar. 15, 2018
Jul. 01, 2018
Jun. 25, 2017
Jul. 01, 2018
Jun. 25, 2017
Debt Instrument [Line Items]            
Non-cash recognition of deferred costs related to refinancing $ 1,800   $ 1,768 $ 0 $ 12,681 $ 28,494
Amortization expense         1,539  
Deferred Financing Cost Activity [Roll Forward]            
Gross Carrying Amount, beginning balance         29,689  
Accumulated Amortization, beginning balance         (7,843)  
Net, beginning balance         21,846  
Additions         6,440  
Amortization         (1,539)  
Recognition of deferred costs, gross         (17,638)  
Recognition of deferred costs, accumulated amortization         4,957  
Recognition of deferred costs $ (1,800)   (1,768) 0 (12,681) (28,494)
Gross Carrying Amount, ending balance     18,491   18,491  
Accumulated Amortization, ending balance     (4,425)   (4,425)  
Net, ending balance     14,066   14,066  
Secured debt            
Debt Instrument [Line Items]            
Amortization expense     700 1,000 1,500 2,500
Deferred Financing Cost Activity [Roll Forward]            
Amortization     $ (700) $ (1,000) $ (1,500) $ (2,500)
Fourth Amended and Restated Credit Agreement            
Debt Instrument [Line Items]            
Non-cash recognition of deferred costs related to refinancing   $ 10,900        
Deferred Financing Cost Activity [Roll Forward]            
Recognition of deferred costs   $ (10,900)        
v3.10.0.1
Debt and Interest Expense - Schedule of the Estimated Fair Value of the Company's Long-term Debt, Including the Current Portion (Details) - USD ($)
$ in Thousands
Jul. 01, 2018
Dec. 31, 2017
Notes payable | 3.0% Note payable to Gilster Mary Lee Corporation    
Debt Instrument [Line Items]    
Stated interest rate 3.00%  
Senior Notes | 4.875% Senior Notes    
Debt Instrument [Line Items]    
Stated interest rate 4.875%  
Senior Notes | 5.875% Senior Notes    
Debt Instrument [Line Items]    
Stated interest rate 5.875%  
Face Value    
Debt Instrument [Line Items]    
Long-term debt, fair value $ 2,619,380 $ 2,940,362
Face Value | Secured debt | Tranche A Term Loans    
Debt Instrument [Line Items]    
Long-term debt, fair value 780,000  
Face Value | Secured debt | New Tranche B Term Loans    
Debt Instrument [Line Items]    
Long-term debt, fair value 1,489,380  
Face Value | Secured debt | Tranche B Term Loans    
Debt Instrument [Line Items]    
Long-term debt, fair value   2,239,380
Face Value | Notes payable | 3.0% Note payable to Gilster Mary Lee Corporation    
Debt Instrument [Line Items]    
Long-term debt, fair value   982
Face Value | Senior Notes | 4.875% Senior Notes    
Debt Instrument [Line Items]    
Long-term debt, fair value   350,000
Face Value | Senior Notes | 5.875% Senior Notes    
Debt Instrument [Line Items]    
Long-term debt, fair value 350,000 350,000
Fair Value    
Debt Instrument [Line Items]    
Long-term debt, fair value 2,634,255 2,984,579
Fair Value | Secured debt | Tranche A Term Loans    
Debt Instrument [Line Items]    
Long-term debt, fair value 780,000  
Fair Value | Secured debt | New Tranche B Term Loans    
Debt Instrument [Line Items]    
Long-term debt, fair value 1,489,380  
Fair Value | Secured debt | Tranche B Term Loans    
Debt Instrument [Line Items]    
Long-term debt, fair value   2,259,534
Fair Value | Notes payable | 3.0% Note payable to Gilster Mary Lee Corporation    
Debt Instrument [Line Items]    
Long-term debt, fair value   982
Fair Value | Senior Notes | 4.875% Senior Notes    
Debt Instrument [Line Items]    
Long-term debt, fair value   353,938
Fair Value | Senior Notes | 5.875% Senior Notes    
Debt Instrument [Line Items]    
Long-term debt, fair value $ 364,875 $ 370,125
v3.10.0.1
Pension and Retirement Plans - Narrative (Details)
$ in Millions
6 Months Ended 12 Months Ended
Jul. 01, 2018
USD ($)
qualified_plan
nonqualified_plan
Dec. 31, 2017
USD ($)
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]    
Number of qualified 401(k) plans | qualified_plan 2  
Number of non-qualified plans | nonqualified_plan 3  
Expected future contributions $ 6.0  
Pension Plan    
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]    
Company contributions $ 0.9 $ 0.3
v3.10.0.1
Pension and Retirement Plans - Schedule of Net Periodic (Benefit) Cost, Pinnacle Foods (Details) - Pension Plan - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 01, 2018
Jun. 25, 2017
Jul. 01, 2018
Jun. 25, 2017
Defined Benefit Plan Disclosure [Line Items]        
Interest cost $ 1,871 $ 1,993 $ 3,741 $ 3,985
Expected return on assets (2,931) (2,753) (5,862) (5,507)
Amortization of actuarial loss 259 269 518 539
Net periodic benefit $ (802) $ (491) $ (1,603) $ (983)
v3.10.0.1
Pension and Retirement Plans - Multi-employer Plans (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jul. 01, 2018
Jun. 25, 2017
Jul. 01, 2018
Jun. 25, 2017
Retirement Benefits, Description [Abstract]        
Employer contributions $ 0.2 $ 0.1 $ 0.3 $ 0.3
Total contributions received by defined benefit plan (less than) 5.00%   5.00%  
v3.10.0.1
Financial Instruments - Schedule of Interest Rate Swaps (Details)
3 Months Ended 6 Months Ended
Mar. 26, 2017
USD ($)
Jul. 01, 2018
USD ($)
instrument
Jun. 25, 2017
USD ($)
Cash flow hedging | Designated as hedging instrument | Interest rate swaps      
Derivative [Line Items]      
Number of Instruments | instrument   14  
Current Notional Amount   $ 1,499,000,000  
Ineffective portion of the change in fair value recognized directly in earning, estimated for next twelve months   $ 8,900,000  
Amounts Reclassified from AOCL      
Derivative [Line Items]      
Accelerated interest expense $ 20,700,000   $ 20,700,000
Accelerated interest expense, net $ 13,200,000    
v3.10.0.1
Financial Instruments - Schedule of Foreign Currency Exchange Contracts (Details) - Cash flow hedging - Designated as hedging instrument - CAD forward
$ in Thousands
6 Months Ended
Jul. 01, 2018
USD ($)
instrument
Derivative [Line Items]  
Number of Instruments | instrument 6
Notional Purchased in Aggregate in USD $ 14,017
Ineffective portion of the change in fair value recognized directly in earning, estimated for next twelve months $ 300
v3.10.0.1
Financial Instruments - Schedule of Derivative Instruments Not Designated in Qualifying Hedging Relationships (Details) - Not designated as hedging instrument - Commodity derivatives
$ in Thousands
Jul. 01, 2018
USD ($)
instrument
Derivative [Line Items]  
Number of Instruments | instrument 68
Notional Purchased in Aggregate in USD | $ $ 12,388
v3.10.0.1
Financial Instruments - Schedule of the Fair Value of Derivative Financial Instruments as well as Their Consolidated Balance Sheets Classification (Details) - USD ($)
$ in Thousands
Jul. 01, 2018
Dec. 31, 2017
Not designated as hedging instrument    
Derivatives, Fair Value [Line Items]    
Asset Derivatives $ 1,801 $ 2,615
Liability Derivatives 600 336
Other current assets | Commodity contracts | Not designated as hedging instrument    
Derivatives, Fair Value [Line Items]    
Asset Derivatives 1,801 2,615
Other assets, net | Commodity contracts | Not designated as hedging instrument    
Derivatives, Fair Value [Line Items]    
Asset Derivatives 0 0
Accrued liabilities | Commodity contracts | Not designated as hedging instrument    
Derivatives, Fair Value [Line Items]    
Liability Derivatives 543 238
Other long-term liabilities | Commodity contracts | Not designated as hedging instrument    
Derivatives, Fair Value [Line Items]    
Liability Derivatives 57 98
Cash flow hedging | Designated as hedging instrument    
Derivatives, Fair Value [Line Items]    
Asset Derivatives 27,800 8,194
Liability Derivatives 0 750
Cash flow hedging | Other current assets | Interest rate contracts | Designated as hedging instrument    
Derivatives, Fair Value [Line Items]    
Asset Derivatives 4,556 34
Cash flow hedging | Other current assets | Foreign exchange contracts | Designated as hedging instrument    
Derivatives, Fair Value [Line Items]    
Asset Derivatives 295 0
Cash flow hedging | Other assets, net | Interest rate contracts | Designated as hedging instrument    
Derivatives, Fair Value [Line Items]    
Asset Derivatives 22,949 8,160
Cash flow hedging | Other assets, net | Foreign exchange contracts | Designated as hedging instrument    
Derivatives, Fair Value [Line Items]    
Asset Derivatives 0  
Cash flow hedging | Accrued liabilities | Interest rate contracts | Designated as hedging instrument    
Derivatives, Fair Value [Line Items]    
Liability Derivatives 0 0
Cash flow hedging | Accrued liabilities | Foreign exchange contracts | Designated as hedging instrument    
Derivatives, Fair Value [Line Items]    
Liability Derivatives 0 750
Cash flow hedging | Other long-term liabilities | Interest rate contracts | Designated as hedging instrument    
Derivatives, Fair Value [Line Items]    
Liability Derivatives 0 $ 0
Cash flow hedging | Other long-term liabilities | Foreign exchange contracts | Designated as hedging instrument    
Derivatives, Fair Value [Line Items]    
Liability Derivatives $ 0  
v3.10.0.1
Financial Instruments - Summary of Derivative Assets and Liabilities (Details) - USD ($)
$ in Thousands
Jul. 01, 2018
Dec. 31, 2017
Total asset derivatives    
Gross Amounts Presented in the Consolidated Balance Sheet, Assets $ 29,601 $ 10,809
Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements, Assets (283) (1,086)
Net Amount, Assets 29,318 9,723
Total liability derivatives    
Gross Amounts Presented in the Consolidated Balance Sheet, Liabilities 600 1,086
Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements, Liabilities (283) (1,086)
Net Amount, Liabilities $ 317 $ 0
v3.10.0.1
Financial Instruments - Schedule of Derivative Financial Instruments on the Consolidated Statements of Operations and Accumulated Other Comprehensive (Loss) Earnings (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 01, 2018
Jun. 25, 2017
Mar. 26, 2017
Jul. 01, 2018
Jun. 25, 2017
Derivative Instruments, Gain (Loss) [Line Items]          
Recognized in AOCL on Derivative $ 8,053 $ (5,147)   $ 21,658 $ (4,652)
Not designated as hedging instrument          
Derivative Instruments, Gain (Loss) [Line Items]          
Recognized in Earnings 598 (2,034)   980 16,720
Not designated as hedging instrument | Commodity contracts | Cost of products sold          
Derivative Instruments, Gain (Loss) [Line Items]          
Recognized in Earnings 598 (2,034)   980 (4,003)
Not designated as hedging instrument | Interest rate contracts | Interest expense          
Derivative Instruments, Gain (Loss) [Line Items]          
Recognized in Earnings   0     20,723
Cash flow hedging | Designated as hedging instrument          
Derivative Instruments, Gain (Loss) [Line Items]          
Recognized in AOCL on Derivative 8,053 (5,147)   21,658 (4,652)
Reclassified from AOCL into Earnings 1,227 278   1,298 (21,597)
Cash flow hedging | Designated as hedging instrument | Interest rate contracts          
Derivative Instruments, Gain (Loss) [Line Items]          
Recognized in AOCL on Derivative 7,708 (5,108)   20,623 (4,869)
Cash flow hedging | Designated as hedging instrument | Interest rate contracts | Interest expense          
Derivative Instruments, Gain (Loss) [Line Items]          
Reclassified from AOCL into Earnings 1,166 122   1,311 (21,652)
Income/(Expense) related to Hedged Items (12,610) (11,236)   (24,208) (22,087)
Cash flow hedging | Designated as hedging instrument | Foreign exchange contracts          
Derivative Instruments, Gain (Loss) [Line Items]          
Recognized in AOCL on Derivative 345 (39)   1,035 217
Cash flow hedging | Designated as hedging instrument | Foreign exchange contracts | Cost of products sold          
Derivative Instruments, Gain (Loss) [Line Items]          
Reclassified from AOCL into Earnings 61 156   (13) 55
Income/(Expense) related to Hedged Items $ (7,001) $ (6,846)   $ (13,998) (13,564)
Amounts Reclassified from AOCL          
Derivative Instruments, Gain (Loss) [Line Items]          
Accelerated interest expense     $ 20,700   $ 20,700
v3.10.0.1
Financial Instruments - Narrative (Details)
$ in Millions
Jul. 01, 2018
USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Fair value of net liability $ 0.3
Termination value $ 0.3
v3.10.0.1
Commitments and Contingencies - Narrative (Details) - Aunt Jemima frozen breakfast - USD ($)
$ in Millions
6 Months Ended 12 Months Ended
Jul. 01, 2018
Dec. 31, 2017
Loss Contingencies [Line Items]    
Inventory recall expense   $ 13.0
Frozen    
Loss Contingencies [Line Items]    
Inventory recall expense $ 6.5  
Specialty    
Loss Contingencies [Line Items]    
Inventory recall expense $ 6.5  
Reduction to net sales    
Loss Contingencies [Line Items]    
Inventory recall expense   10.8
Freight and disposal costs    
Loss Contingencies [Line Items]    
Inventory recall expense   $ 2.2
v3.10.0.1
Segments - Schedule of Segment Reporting Information, by Segment (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 01, 2018
USD ($)
Jun. 25, 2017
USD ($)
Jul. 01, 2018
USD ($)
segment
Jun. 25, 2017
USD ($)
Dec. 31, 2017
USD ($)
Segment Reporting Information [Line Items]          
Number of operating segments | segment     4    
Net sales $ 741,761 $ 744,608 $ 1,520,593 $ 1,510,682  
Earnings before interest and taxes 104,048 44,020 219,749 155,228  
Depreciation and amortization 27,363 53,811 54,251 80,899  
Capital expenditures 37,449 24,241 78,234 58,306  
Total assets 6,435,162   6,435,162   $ 6,578,264
Plant assets 754,114   754,114   739,713
United States          
Segment Reporting Information [Line Items]          
Plant assets 724,124   724,124   707,670
Canada          
Segment Reporting Information [Line Items]          
Plant assets 29,990   29,990   32,043
Frozen          
Segment Reporting Information [Line Items]          
Net sales 395,637 391,929 825,376 799,789  
Shelf stable and meal enhancers          
Segment Reporting Information [Line Items]          
Net sales 248,520 238,695 486,195 486,101  
Desserts          
Segment Reporting Information [Line Items]          
Net sales 62,530 77,389 140,278 154,635  
Snacks          
Segment Reporting Information [Line Items]          
Net sales 35,074 36,595 68,744 70,157  
Operating segments | Frozen          
Segment Reporting Information [Line Items]          
Net sales 308,504 295,893 653,375 616,835  
Earnings before interest and taxes 49,740 (12,260) 103,451 38,662  
Depreciation and amortization 11,805 38,625 23,439 49,194  
Capital expenditures 24,272 8,275 48,546 21,593  
Total assets 2,347,290   2,347,290   2,417,543
Operating segments | Grocery          
Segment Reporting Information [Line Items]          
Net sales 256,620 276,057 517,627 535,407  
Earnings before interest and taxes 52,131 61,870 101,879 113,677  
Depreciation and amortization 7,838 7,824 15,587 15,900  
Capital expenditures 9,244 6,214 18,424 13,744  
Total assets 2,731,780   2,731,780   2,787,209
Operating segments | Boulder          
Segment Reporting Information [Line Items]          
Net sales 98,898 94,654 196,654 191,946  
Earnings before interest and taxes 16,018 12,249 27,869 18,921  
Depreciation and amortization 4,565 3,686 8,917 7,447  
Capital expenditures 2,790 5,477 6,682 13,222  
Total assets 994,489   994,489   1,005,209
Operating segments | Specialty          
Segment Reporting Information [Line Items]          
Net sales 77,739 78,004 152,937 166,494  
Earnings before interest and taxes 9,489 (10,648) 17,705 (1,760)  
Depreciation and amortization 3,155 3,676 6,308 8,358  
Capital expenditures 1,143 4,275 4,582 9,747  
Total assets 351,620   351,620   357,040
Unallocated corporate expenses          
Segment Reporting Information [Line Items]          
Earnings before interest and taxes (23,330) (7,191) (31,155) (14,272)  
Total assets 9,983   9,983   $ 11,263
Reportable geographical components | United States          
Segment Reporting Information [Line Items]          
Net sales 727,661 729,927 1,491,854 1,484,514  
Reportable geographical components | Canada          
Segment Reporting Information [Line Items]          
Net sales 37,445 37,501 78,819 74,195  
Intercompany          
Segment Reporting Information [Line Items]          
Net sales $ (23,345) $ (22,820) $ (50,080) $ (48,027)  
v3.10.0.1
Provision for Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 01, 2018
Jun. 25, 2017
Jul. 01, 2018
Jun. 25, 2017
Provision (benefit) for income taxes        
Current $ 10,973 $ 7,746 $ 22,381 $ 10,031
Deferred 6,651 (10,838) 12,348 (5,780)
Total $ 17,624 $ (3,092) $ 34,729 $ 4,251
Effective tax rate (percent) 23.90% (19.90%) 23.50% 9200.00%
v3.10.0.1
Provision for Income Taxes - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended 12 Months Ended
Jul. 01, 2018
Jun. 25, 2017
Jul. 01, 2018
Jun. 25, 2017
Dec. 31, 2017
Operating Loss Carryforwards [Line Items]          
Statutory rate     21.00%   35.00%
Benefit for share based payments (1.10%) (40.60%) (1.50%) (21.90%)  
Benefit for adjustment to income tax liability 1.60%   0.80%    
Non-deductible transaction costs 1.00%   0.50%    
Benefit for domestic production activities   15.50%   5.20%  
Benefit from change in valuation allowance $ 0.0        
State and local jurisdiction          
Operating Loss Carryforwards [Line Items]          
Change in enacted tax rate 0.60%   1.00%    
Domestic tax authority          
Operating Loss Carryforwards [Line Items]          
Net operating loss carryovers $ 408.3   $ 408.3    
Operating loss carryovers, annual limitation     17.1    
Exceeds Limitation          
Operating Loss Carryforwards [Line Items]          
Net operating loss carryovers $ 237.2   $ 237.2    
v3.10.0.1
Recently Issued Accounting Pronouncements - Additional Information (Details) - USD ($)
$ in Thousands
Jul. 01, 2018
Apr. 01, 2018
Dec. 31, 2017
New Accounting Pronouncement, Early Adoption [Line Items]      
Decrease in AOCI $ 23,954   $ 30,250
Increase in retained earnings $ 1,027,855   $ 987,238
Adjustments for New Accounting Principle, Early Adoption      
New Accounting Pronouncement, Early Adoption [Line Items]      
Decrease in AOCI   $ 5,300  
Increase in retained earnings   $ 5,300  
v3.10.0.1
Guarantor and Nonguarantor Statements - Condensed Consolidating Balance Sheets (Details) - USD ($)
$ in Thousands
Jul. 01, 2018
Dec. 31, 2017
Jun. 25, 2017
Dec. 25, 2016
Current assets:        
Cash and cash equivalents $ 80,431 $ 249,828 $ 130,869 $ 353,076
Accounts receivable, net 264,358 281,622    
Intercompany accounts receivable 0 0    
Inventories, net 507,937 489,806    
Other current assets 15,889 11,061    
Total current assets 868,615 1,032,317    
Plant assets, net 754,114 739,713    
Investment in subsidiaries 0 0    
Intercompany note receivable 0 0    
Tradenames 2,463,172 2,463,374    
Other assets, net 173,971 164,899    
Deferred tax assets 0 0    
Goodwill 2,175,290 2,177,961    
Total assets 6,435,162 6,578,264    
Current liabilities:        
Short-term borrowings 1,842 2,739    
Current portion of long-term obligations 54,126 33,934    
Accounts payable 329,035 323,062    
Intercompany accounts payable 0 0    
Accrued trade marketing expense 32,113 38,975    
Accrued liabilities 119,945 122,131    
Dividends payable 40,066 40,470    
Total current liabilities 577,127 561,311    
Long-term debt 2,703,917 2,925,594    
Intercompany note payable 0 0    
Pension and other postretirement benefits 50,134 53,251    
Other long-term liabilities 28,662 34,037    
Deferred tax liabilities 643,792 623,833    
Total liabilities 4,003,632 4,198,026    
Commitments and contingencies    
Shareholders' equity:        
Pinnacle common stock 1,202 1,200    
Additional paid-in-capital 1,457,492 1,453,054    
Retained earnings 1,027,855 987,238    
Accumulated other comprehensive (loss)/gain (23,954) (30,250)    
Capital stock in treasury, at cost (32,110) (32,110)    
Total Pinnacle Foods Inc. and subsidiaries shareholders' equity 2,430,485 2,379,132    
Non-controlling interest 1,045 1,106    
Total Equity 2,431,530 2,380,238 1,944,984 1,948,942
Total liabilities and equity 6,435,162 6,578,264    
Reportable Legal Entities | Pinnacle Foods Inc.        
Current assets:        
Cash and cash equivalents 0 0 0 0
Accounts receivable, net 0 0    
Intercompany accounts receivable 101,958 102,335    
Inventories, net 0 0    
Other current assets 0 0    
Total current assets 101,958 102,335    
Plant assets, net 0 0    
Investment in subsidiaries 2,368,797 2,317,445    
Intercompany note receivable 0 0    
Tradenames 0 0    
Other assets, net 0 0    
Deferred tax assets 0 0    
Goodwill 0 0    
Total assets 2,470,755 2,419,780    
Current liabilities:        
Short-term borrowings 0 0    
Current portion of long-term obligations 0 0    
Accounts payable 0 0    
Intercompany accounts payable 0 0    
Accrued trade marketing expense 0 0    
Accrued liabilities 204 178    
Dividends payable 40,066 40,470    
Total current liabilities 40,270 40,648    
Long-term debt 0 0    
Intercompany note payable 0 0    
Pension and other postretirement benefits 0 0    
Other long-term liabilities 0 0    
Deferred tax liabilities 0 0    
Total liabilities 40,270 40,648    
Commitments and contingencies    
Shareholders' equity:        
Pinnacle common stock 1,202 1,200    
Additional paid-in-capital 1,457,492 1,453,054    
Retained earnings 1,027,855 987,238    
Accumulated other comprehensive (loss)/gain (23,954) (30,250)    
Capital stock in treasury, at cost (32,110) (32,110)    
Total Pinnacle Foods Inc. and subsidiaries shareholders' equity 2,430,485 2,379,132    
Non-controlling interest 0 0    
Total Equity 2,430,485 2,379,132    
Total liabilities and equity 2,470,755 2,419,780    
Reportable Legal Entities | Pinnacle Foods Finance LLC        
Current assets:        
Cash and cash equivalents 0 0 0 0
Accounts receivable, net 0 0    
Intercompany accounts receivable 0 0    
Inventories, net 0 0    
Other current assets 6,652 2,649    
Total current assets 6,652 2,649    
Plant assets, net 0 0    
Investment in subsidiaries 3,246,303 3,180,932    
Intercompany note receivable 2,929,846 2,907,799    
Tradenames 0 0    
Other assets, net 23,649 8,802    
Deferred tax assets 238,233 233,391    
Goodwill 0 0    
Total assets 6,444,683 6,333,573    
Current liabilities:        
Short-term borrowings 0 0    
Current portion of long-term obligations 40,000 22,620    
Accounts payable 0 0    
Intercompany accounts payable 1,353,051 1,078,535    
Accrued trade marketing expense 0 0    
Accrued liabilities 17,464 19,913    
Dividends payable 0 0    
Total current liabilities 1,410,515 1,121,068    
Long-term debt 2,665,314 2,894,962    
Intercompany note payable 0 0    
Pension and other postretirement benefits 0 0    
Other long-term liabilities 57 98    
Deferred tax liabilities 0 0    
Total liabilities 4,075,886 4,016,128    
Commitments and contingencies    
Shareholders' equity:        
Pinnacle common stock 0 0    
Additional paid-in-capital 1,458,694 1,454,253    
Retained earnings 934,057 893,441    
Accumulated other comprehensive (loss)/gain (23,954) (30,249)    
Capital stock in treasury, at cost 0 0    
Total Pinnacle Foods Inc. and subsidiaries shareholders' equity 2,368,797 2,317,445    
Non-controlling interest 0 0    
Total Equity 2,368,797 2,317,445    
Total liabilities and equity 6,444,683 6,333,573    
Reportable Legal Entities | Guarantor Subsidiaries        
Current assets:        
Cash and cash equivalents 74,106 241,772 121,370 341,238
Accounts receivable, net 255,703 272,401    
Intercompany accounts receivable 1,273,461 1,001,329    
Inventories, net 484,820 469,813    
Other current assets 8,638 8,124    
Total current assets 2,096,728 1,993,439    
Plant assets, net 724,124 707,670    
Investment in subsidiaries 43,116 43,056    
Intercompany note receivable 45,382 45,226    
Tradenames 2,458,681 2,458,681    
Other assets, net 140,388 145,489    
Deferred tax assets 0 0    
Goodwill 2,115,731 2,115,731    
Total assets 7,624,150 7,509,292    
Current liabilities:        
Short-term borrowings 1,842 2,739    
Current portion of long-term obligations 14,124 11,311    
Accounts payable 321,724 315,142    
Intercompany accounts payable 0 0    
Accrued trade marketing expense 29,095 36,484    
Accrued liabilities 97,000 95,010    
Dividends payable 0 0    
Total current liabilities 463,785 460,686    
Long-term debt 38,565 30,594    
Intercompany note payable 2,919,752 2,896,811    
Pension and other postretirement benefits 50,134 53,251    
Other long-term liabilities 27,781 32,971    
Deferred tax liabilities 877,830 854,047    
Total liabilities 4,377,847 4,328,360    
Commitments and contingencies    
Shareholders' equity:        
Pinnacle common stock 0 0    
Additional paid-in-capital 1,380,615 1,376,175    
Retained earnings 1,898,201 1,834,555    
Accumulated other comprehensive (loss)/gain (32,513) (29,798)    
Capital stock in treasury, at cost 0 0    
Total Pinnacle Foods Inc. and subsidiaries shareholders' equity 3,246,303 3,180,932    
Non-controlling interest 0 0    
Total Equity 3,246,303 3,180,932    
Total liabilities and equity 7,624,150 7,509,292    
Reportable Legal Entities | Nonguarantor Subsidiaries        
Current assets:        
Cash and cash equivalents 6,325 8,056 9,499 11,838
Accounts receivable, net 8,655 9,221    
Intercompany accounts receivable 0 0    
Inventories, net 23,117 19,993    
Other current assets 599 288    
Total current assets 38,696 37,558    
Plant assets, net 29,990 32,043    
Investment in subsidiaries 0 0    
Intercompany note receivable 9,800 9,800    
Tradenames 4,491 4,693    
Other assets, net 9,934 10,608    
Deferred tax assets 0 0    
Goodwill 59,559 62,230    
Total assets 152,470 156,932    
Current liabilities:        
Short-term borrowings 0 0    
Current portion of long-term obligations 2 3    
Accounts payable 7,311 7,920    
Intercompany accounts payable 22,367 25,129    
Accrued trade marketing expense 3,018 2,491    
Accrued liabilities 5,277 7,030    
Dividends payable 0 0    
Total current liabilities 37,975 42,573    
Long-term debt 38 38    
Intercompany note payable 65,277 66,014    
Pension and other postretirement benefits 0 0    
Other long-term liabilities 824 968    
Deferred tax liabilities 4,195 3,177    
Total liabilities 108,309 112,770    
Commitments and contingencies    
Shareholders' equity:        
Pinnacle common stock 0 0    
Additional paid-in-capital 32,771 32,771    
Retained earnings 13,889 10,756    
Accumulated other comprehensive (loss)/gain (3,544) (471)    
Capital stock in treasury, at cost 0 0    
Total Pinnacle Foods Inc. and subsidiaries shareholders' equity 43,116 43,056    
Non-controlling interest 1,045 1,106    
Total Equity 44,161 44,162    
Total liabilities and equity 152,470 156,932    
Eliminations and Reclassifications        
Current assets:        
Cash and cash equivalents 0 0 $ 0 $ 0
Accounts receivable, net 0 0    
Intercompany accounts receivable (1,375,419) (1,103,664)    
Inventories, net 0 0    
Other current assets 0 0    
Total current assets (1,375,419) (1,103,664)    
Plant assets, net 0 0    
Investment in subsidiaries (5,658,216) (5,541,433)    
Intercompany note receivable (2,985,028) (2,962,825)    
Tradenames 0 0    
Other assets, net 0 0    
Deferred tax assets (238,233) (233,391)    
Goodwill 0 0    
Total assets (10,256,896) (9,841,313)    
Current liabilities:        
Short-term borrowings 0 0    
Current portion of long-term obligations 0 0    
Accounts payable 0 0    
Intercompany accounts payable (1,375,418) (1,103,664)    
Accrued trade marketing expense 0 0    
Accrued liabilities 0 0    
Dividends payable 0 0    
Total current liabilities (1,375,418) (1,103,664)    
Long-term debt 0 0    
Intercompany note payable (2,985,029) (2,962,825)    
Pension and other postretirement benefits 0 0    
Other long-term liabilities 0 0    
Deferred tax liabilities (238,233) (233,391)    
Total liabilities (4,598,680) (4,299,880)    
Commitments and contingencies    
Shareholders' equity:        
Pinnacle common stock 0 0    
Additional paid-in-capital (2,872,080) (2,863,199)    
Retained earnings (2,846,147) (2,738,752)    
Accumulated other comprehensive (loss)/gain 60,011 60,518    
Capital stock in treasury, at cost 0 0    
Total Pinnacle Foods Inc. and subsidiaries shareholders' equity (5,658,216) (5,541,433)    
Non-controlling interest 0 0    
Total Equity (5,658,216) (5,541,433)    
Total liabilities and equity $ (10,256,896) $ (9,841,313)    
v3.10.0.1
Guarantor and Nonguarantor Statements - Condensed Consolidating Statements of Operations and Comprehensive Earnings (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 01, 2018
Jun. 25, 2017
Jul. 01, 2018
Jun. 25, 2017
Condensed Financial Statements, Captions [Line Items]        
Net sales $ 741,761 $ 744,608 $ 1,520,593 $ 1,510,682
Cost of products sold 530,299 580,681 1,102,701 1,136,182
Gross profit 211,462 163,927 417,892 374,500
Operating expenses        
Marketing and selling expenses 50,617 49,470 99,844 105,064
Administrative expenses 35,368 33,630 70,042 69,641
Research and development expenses 4,786 4,580 9,550 8,601
Tradename impairment charges 0 27,430 0 27,430
Intercompany royalties 0 0 0 0
Intercompany management fees 0 0 0 0
Intercompany technical service fees 0 0 0 0
Other (income) expense, net 17,445 5,288 20,310 9,518
Equity in (earnings) loss of investees 0 0 0 0
Total operating (income) expenses 108,216 120,398 199,746 220,254
Operating income 103,246 43,529 218,146 154,246
Non-operating income 802 491 1,603 982
Earnings before interest and taxes 104,048 44,020 219,749 155,228
Intercompany interest (income) expense 0 0 0 0
Interest expense 30,184 28,507 72,078 109,238
Interest income 16 13 228 28
Earnings before income taxes 73,880 15,526 147,899 46,018
(Benefit) provision for income taxes 17,624 (3,092) 34,729 4,251
Net earnings 56,256 18,618 113,170 41,767
Less: Net (loss) earnings attributable to non-controlling interest (61) (51) (61) 172
Net earnings attributable to Pinnacle Foods, Inc. and subsidiaries common shareholders 56,317 18,669 113,231 41,595
Total comprehensive earnings (loss) 59,777 16,114 124,795 54,370
Less: Comprehensive (loss) attributable to non-controlling interest (61) (51) (61) 172
Comprehensive earnings attributable to Pinnacle Foods Inc. and Subsidiaries 59,838 16,165 124,856 54,198
Reportable Legal Entities | Pinnacle Foods Inc.        
Condensed Financial Statements, Captions [Line Items]        
Net sales 0 0 0 0
Cost of products sold 0 0 0 0
Gross profit 0 0 0 0
Operating expenses        
Marketing and selling expenses 0 0 0 0
Administrative expenses 0 0 0 0
Research and development expenses 0 0 0 0
Tradename impairment charges   0   0
Intercompany royalties 0 0 0  
Intercompany management fees 0 0 0
Intercompany technical service fees 0 0 0 0
Other (income) expense, net 0 0 0
Equity in (earnings) loss of investees (56,317) (18,669) (113,231) (41,595)
Total operating (income) expenses (56,317) (18,669) (113,231) (41,595)
Operating income 56,317 18,669 113,231 41,595
Non-operating income 0 0 0 0
Earnings before interest and taxes 56,317 18,669 113,231 41,595
Intercompany interest (income) expense 0 0 0 0
Interest expense 0 0 0 0
Interest income 0 0 0 0
Earnings before income taxes 56,317 18,669 113,231 41,595
(Benefit) provision for income taxes 0 0 0 0
Net earnings 56,317 18,669 113,231 41,595
Less: Net (loss) earnings attributable to non-controlling interest 0 0 0 0
Net earnings attributable to Pinnacle Foods, Inc. and subsidiaries common shareholders 56,317 18,669 113,231 41,595
Total comprehensive earnings (loss) 59,777 16,165 124,795 54,198
Less: Comprehensive (loss) attributable to non-controlling interest 0 0 0 0
Comprehensive earnings attributable to Pinnacle Foods Inc. and Subsidiaries 59,777 16,165 124,795 54,198
Reportable Legal Entities | Pinnacle Foods Finance LLC        
Condensed Financial Statements, Captions [Line Items]        
Net sales 0 0 0 0
Cost of products sold 0 0 0
Gross profit 0 0 0 0
Operating expenses        
Marketing and selling expenses 0 0 0 0
Administrative expenses 0 0 0 0
Research and development expenses 0 0 0 0
Tradename impairment charges   0   0
Intercompany royalties 0 0 0  
Intercompany management fees 0 0 0
Intercompany technical service fees 0 0 0 0
Other (income) expense, net 4,637 (164) 5,162 (397)
Equity in (earnings) loss of investees (67,623) (23,402) (141,590) (81,579)
Total operating (income) expenses (62,986) (23,566) (136,428) (81,976)
Operating income 62,986 23,566 136,428 81,976
Non-operating income 0 0 0 0
Earnings before interest and taxes 62,986 23,566 136,428 81,976
Intercompany interest (income) expense (18,750) (19,624) (37,502) (41,929)
Interest expense 29,338 27,772 70,473 107,942
Interest income 0 0 0 0
Earnings before income taxes 52,398 15,418 103,457 15,963
(Benefit) provision for income taxes (3,919) (3,251) (9,774) (25,632)
Net earnings 56,317 18,669 113,231 41,595
Less: Net (loss) earnings attributable to non-controlling interest 0 0 0 0
Net earnings attributable to Pinnacle Foods, Inc. and subsidiaries common shareholders 56,317 18,669 113,231 41,595
Total comprehensive earnings (loss) 59,777 16,165 124,795 54,198
Less: Comprehensive (loss) attributable to non-controlling interest 0 0 0 0
Comprehensive earnings attributable to Pinnacle Foods Inc. and Subsidiaries 59,777 16,165 124,795 54,198
Reportable Legal Entities | Guarantor Subsidiaries        
Condensed Financial Statements, Captions [Line Items]        
Net sales 727,662 729,927 1,491,854 1,484,514
Cost of products sold 522,192 571,215 1,084,945 1,117,427
Gross profit 205,470 158,712 406,909 367,087
Operating expenses        
Marketing and selling expenses 49,539 48,485 98,106 103,188
Administrative expenses 33,813 32,319 66,852 66,704
Research and development expenses 4,626 4,441 9,207 8,278
Tradename impairment charges   27,430   27,430
Intercompany royalties (146) (166) (313) (354)
Intercompany management fees 0 0 0
Intercompany technical service fees 0 0 0 0
Other (income) expense, net 12,638 6,026 14,794 10,046
Equity in (earnings) loss of investees (1,948) (2,472) (3,431) (1,120)
Total operating (income) expenses 98,522 116,063 185,215 214,172
Operating income 106,948 42,649 221,694 152,915
Non-operating income 802 491 1,603 982
Earnings before interest and taxes 107,750 43,140 223,297 153,897
Intercompany interest (income) expense 18,532 19,416 37,065 41,503
Interest expense 844 722 1,586 1,273
Interest income 7 10 207 20
Earnings before income taxes 88,381 23,012 184,853 111,141
(Benefit) provision for income taxes 20,758 (390) 43,263 29,562
Net earnings 67,623 23,402 141,590 81,579
Less: Net (loss) earnings attributable to non-controlling interest 0 0 0 0
Net earnings attributable to Pinnacle Foods, Inc. and subsidiaries common shareholders 67,623 23,402 141,590 81,579
Total comprehensive earnings (loss) 66,271 24,101 138,814 83,782
Less: Comprehensive (loss) attributable to non-controlling interest 0 0 0 0
Comprehensive earnings attributable to Pinnacle Foods Inc. and Subsidiaries 66,271 24,101 138,814 83,782
Reportable Legal Entities | Nonguarantor Subsidiaries        
Condensed Financial Statements, Captions [Line Items]        
Net sales 37,445 37,501 78,819 74,195
Cost of products sold 31,171 31,803 67,436 65,659
Gross profit 6,274 5,698 11,383 8,536
Operating expenses        
Marketing and selling expenses 1,078 985 1,738 1,876
Administrative expenses 1,555 1,311 3,190 2,937
Research and development expenses 160 139 343 323
Tradename impairment charges   0   0
Intercompany royalties 146 166 313 354
Intercompany management fees 282 391 400 782
Intercompany technical service fees 0 92 0 341
Other (income) expense, net 170 (574) 354 (131)
Equity in (earnings) loss of investees 0 0 0 0
Total operating (income) expenses 3,391 2,510 6,338 6,482
Operating income 2,883 3,188 5,045 2,054
Non-operating income 0 0 0 0
Earnings before interest and taxes 2,883 3,188 5,045 2,054
Intercompany interest (income) expense 218 208 437 426
Interest expense 2 13 19 23
Interest income 9 3 21 8
Earnings before income taxes 2,672 2,970 4,610 1,613
(Benefit) provision for income taxes 785 549 1,240 321
Net earnings 1,887 2,421 3,370 1,292
Less: Net (loss) earnings attributable to non-controlling interest (61) (51) (61) 172
Net earnings attributable to Pinnacle Foods, Inc. and subsidiaries common shareholders 1,948 2,472 3,431 1,120
Total comprehensive earnings (loss) 434 2,928 298 3,174
Less: Comprehensive (loss) attributable to non-controlling interest (61) (51) (61) 172
Comprehensive earnings attributable to Pinnacle Foods Inc. and Subsidiaries 495 2,979 359 3,002
Eliminations and Reclassifications        
Condensed Financial Statements, Captions [Line Items]        
Net sales (23,346) (22,820) (50,080) (48,027)
Cost of products sold (23,064) (22,337) (49,680) (46,904)
Gross profit (282) (483) (400) (1,123)
Operating expenses        
Marketing and selling expenses 0 0 0 0
Administrative expenses 0 0 0 0
Research and development expenses 0 0 0 0
Tradename impairment charges   0   0
Intercompany royalties 0 0 0 0
Intercompany management fees (282) (391) (400) (782)
Intercompany technical service fees 0 (92) 0 (341)
Other (income) expense, net 0 0 0 0
Equity in (earnings) loss of investees 125,888 44,543 258,252 124,294
Total operating (income) expenses 125,606 44,060 257,852 123,171
Operating income (125,888) (44,543) (258,252) (124,294)
Non-operating income 0 0 0 0
Earnings before interest and taxes (125,888) (44,543) (258,252) (124,294)
Intercompany interest (income) expense 0 0 0 0
Interest expense 0 0 0 0
Interest income 0 0 0 0
Earnings before income taxes (125,888) (44,543) (258,252) (124,294)
(Benefit) provision for income taxes 0 0 0 0
Net earnings (125,888) (44,543) (258,252) (124,294)
Less: Net (loss) earnings attributable to non-controlling interest 0 0 0 0
Net earnings attributable to Pinnacle Foods, Inc. and subsidiaries common shareholders (125,888) (44,543) (258,252) (124,294)
Total comprehensive earnings (loss) (126,482) (43,245) (263,907) (140,982)
Less: Comprehensive (loss) attributable to non-controlling interest 0 0 0 0
Comprehensive earnings attributable to Pinnacle Foods Inc. and Subsidiaries $ (126,482) $ (43,245) $ (263,907) $ (140,982)
v3.10.0.1
Guarantor and Nonguarantor Statements - Condensed Consolidating Statements of Cash Flows (Details) - USD ($)
$ in Thousands
6 Months Ended
Jul. 01, 2018
Jun. 25, 2017
Cash flows from operating activities    
Net cash (used in) provided by operating activities $ 214,750 $ 120,348
Cash flows from investing activities    
Intercompany accounts receivable/payable 0 0
Investment in subsidiaries   0
Capital expenditures (60,333) (49,355)
Other investing 608 0
Sale of plant assets 0 1,947
Net cash used in investing activities (59,725) (47,408)
Cash flows from financing activities    
Net proceeds from issuance of common stock 2,046 9,051
Taxes paid related to net share settlement of equity awards (7,572) (8,926)
Dividends paid (78,171) (67,412)
Proceeds from bank term loans 2,289,380 2,262,000
Repayments of long-term obligations (2,614,629) (2,472,320)
Proceeds from short-term borrowing 0 1,634
Repayments of short-term borrowing (2,391) (2,240)
Borrowings under revolving credit facility 100,000 0
Intercompany accounts receivable/payable 0 0
Return of capital 0 0
Repayment of capital lease obligations (6,188) (4,216)
Debt acquisition costs (6,569) (12,937)
Net cash used in financing activities (324,094) (295,366)
Effect of exchange rate changes on cash (328) 219
Net change in cash and cash equivalents (169,397) (222,207)
Cash and cash equivalents - beginning of period 249,828 353,076
Cash and cash equivalents - end of period 80,431 130,869
Reportable Legal Entities | Pinnacle Foods Inc.    
Cash flows from operating activities    
Net cash (used in) provided by operating activities 0 0
Cash flows from investing activities    
Intercompany accounts receivable/payable 0 0
Investment in subsidiaries 83,697 67,287
Capital expenditures 0 0
Other investing 0  
Sale of plant assets   0
Net cash used in investing activities 83,697 67,287
Cash flows from financing activities    
Net proceeds from issuance of common stock 2,046 9,051
Taxes paid related to net share settlement of equity awards (7,572) (8,926)
Dividends paid (78,171) (67,412)
Proceeds from bank term loans 0 0
Repayments of long-term obligations 0 0
Proceeds from short-term borrowing   0
Repayments of short-term borrowing 0 0
Borrowings under revolving credit facility 0  
Intercompany accounts receivable/payable 0 0
Return of capital 0 0
Repayment of capital lease obligations 0 0
Debt acquisition costs 0 0
Net cash used in financing activities (83,697) (67,287)
Effect of exchange rate changes on cash 0
Net change in cash and cash equivalents 0 0
Cash and cash equivalents - beginning of period 0 0
Cash and cash equivalents - end of period 0 0
Reportable Legal Entities | Pinnacle Foods Finance LLC    
Cash flows from operating activities    
Net cash (used in) provided by operating activities (8,245) (18,025)
Cash flows from investing activities    
Intercompany accounts receivable/payable 249,338 248,150
Investment in subsidiaries 73,442 58,504
Capital expenditures 0 0
Other investing 0  
Sale of plant assets   0
Net cash used in investing activities 322,780 306,654
Cash flows from financing activities    
Net proceeds from issuance of common stock 0 0
Taxes paid related to net share settlement of equity awards 0 0
Dividends paid 0 0
Proceeds from bank term loans 2,289,380 2,262,000
Repayments of long-term obligations (2,613,649) (2,470,405)
Proceeds from short-term borrowing   0
Repayments of short-term borrowing 0 0
Borrowings under revolving credit facility 100,000  
Intercompany accounts receivable/payable 0 0
Return of capital (83,697) (67,287)
Repayment of capital lease obligations 0 0
Debt acquisition costs (6,569) (12,937)
Net cash used in financing activities (314,535) (288,629)
Effect of exchange rate changes on cash 0
Net change in cash and cash equivalents 0 0
Cash and cash equivalents - beginning of period 0 0
Cash and cash equivalents - end of period 0 0
Reportable Legal Entities | Guarantor Subsidiaries    
Cash flows from operating activities    
Net cash (used in) provided by operating activities 216,288 138,670
Cash flows from investing activities    
Intercompany accounts receivable/payable 7,038 2,571
Investment in subsidiaries   0
Capital expenditures (58,716) (48,271)
Other investing 0  
Sale of plant assets   517
Net cash used in investing activities (51,678) (45,183)
Cash flows from financing activities    
Net proceeds from issuance of common stock 0 0
Taxes paid related to net share settlement of equity awards 0 0
Dividends paid 0 0
Proceeds from bank term loans 0 0
Repayments of long-term obligations (980) (1,915)
Proceeds from short-term borrowing   1,634
Repayments of short-term borrowing (2,391) (2,240)
Borrowings under revolving credit facility 0  
Intercompany accounts receivable/payable (249,338) (248,150)
Return of capital (73,442) (58,504)
Repayment of capital lease obligations (6,125) (4,180)
Debt acquisition costs 0 0
Net cash used in financing activities (332,276) (313,355)
Effect of exchange rate changes on cash 0
Net change in cash and cash equivalents (167,666) (219,868)
Cash and cash equivalents - beginning of period 241,772 341,238
Cash and cash equivalents - end of period 74,106 121,370
Reportable Legal Entities | Nonguarantor Subsidiaries    
Cash flows from operating activities    
Net cash (used in) provided by operating activities 6,707 (297)
Cash flows from investing activities    
Intercompany accounts receivable/payable 0 0
Investment in subsidiaries   0
Capital expenditures (1,617) (1,084)
Other investing 608  
Sale of plant assets   1,430
Net cash used in investing activities (1,009) 346
Cash flows from financing activities    
Net proceeds from issuance of common stock 0 0
Taxes paid related to net share settlement of equity awards 0 0
Dividends paid 0 0
Proceeds from bank term loans 0 0
Repayments of long-term obligations 0 0
Proceeds from short-term borrowing   0
Repayments of short-term borrowing 0 0
Borrowings under revolving credit facility 0  
Intercompany accounts receivable/payable (7,038) (2,571)
Return of capital 0 0
Repayment of capital lease obligations (63) (36)
Debt acquisition costs 0 0
Net cash used in financing activities (7,101) (2,607)
Effect of exchange rate changes on cash (328) 219
Net change in cash and cash equivalents (1,731) (2,339)
Cash and cash equivalents - beginning of period 8,056 11,838
Cash and cash equivalents - end of period 6,325 9,499
Eliminations and Reclassifications    
Cash flows from operating activities    
Net cash (used in) provided by operating activities 0 0
Cash flows from investing activities    
Intercompany accounts receivable/payable (256,376) (250,721)
Investment in subsidiaries (157,139) (125,791)
Capital expenditures 0 0
Other investing 0  
Sale of plant assets   0
Net cash used in investing activities (413,515) (376,512)
Cash flows from financing activities    
Net proceeds from issuance of common stock 0 0
Taxes paid related to net share settlement of equity awards 0 0
Dividends paid 0 0
Proceeds from bank term loans 0 0
Repayments of long-term obligations 0 0
Proceeds from short-term borrowing   0
Repayments of short-term borrowing 0 0
Borrowings under revolving credit facility 0  
Intercompany accounts receivable/payable 256,376 250,721
Return of capital 157,139 125,791
Repayment of capital lease obligations 0 0
Debt acquisition costs 0 0
Net cash used in financing activities 413,515 376,512
Effect of exchange rate changes on cash 0
Net change in cash and cash equivalents 0 0
Cash and cash equivalents - beginning of period 0 0
Cash and cash equivalents - end of period $ 0 $ 0