TREEHOUSE FOODS, INC., 10-Q filed on 5/9/2022
Quarterly Report
v3.22.1
Cover Page - shares
 3 Months Ended
Mar. 31, 2022
Apr. 29, 2022
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2022  
Document Transition Report false  
Entity File Number 001-32504  
Entity Registrant Name TreeHouse Foods, Inc.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 20-2311383  
Entity Address, Address Line One 2021 Spring Road,  
Entity Address, Address Line Two Suite 600  
Entity Address, City or Town Oak Brook  
Entity Address, State or Province IL  
Entity Address, Postal Zip Code 60523  
City Area Code 708  
Local Phone Number 483-1300  
Title of 12(b) Security Common Stock, $0.01 par value  
Trading Symbol THS  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   56,018,695
Amendment Flag false  
Document Fiscal Year Focus 2022  
Document Fiscal Period Focus Q1  
Entity Central Index Key 0001320695  
Current Fiscal Year End Date --12-31  
v3.22.1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Mar. 31, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 192.8 $ 308.6
Receivables, net 264.3 209.2
Inventories 741.6 677.8
Prepaid expenses and other current assets 78.9 60.2
Total current assets 1,277.6 1,255.8
Property, plant, and equipment, net 999.6 1,019.1
Operating lease right-of-use assets 195.5 165.6
Goodwill 2,184.0 2,181.4
Intangible assets, net 539.9 555.0
Other assets, net 31.6 30.1
Total assets 5,228.2 5,207.0
Current liabilities:    
Accounts payable 840.5 786.0
Accrued expenses 240.3 274.6
Current portion of long-term debt 4.7 15.6
Total current liabilities 1,085.5 1,076.2
Long-term debt 1,886.6 1,890.7
Operating lease liabilities 170.4 144.0
Deferred income taxes 157.8 156.5
Other long-term liabilities 80.1 94.2
Total liabilities 3,380.4 3,361.6
Commitments and contingencies (Note 14)
Stockholders' equity:    
Preferred stock, par value $0.01 per share, 10.0 shares authorized, none issued 0.0 0.0
Common stock, par value $0.01 per share, 90.0 shares authorized, 56.0 and 55.8 shares outstanding as of March 31, 2022 and December 31, 2021, respectively 0.6 0.6
Treasury stock (133.3) (133.3)
Additional paid-in capital 2,188.4 2,187.4
Accumulated deficit (158.7) (155.7)
Accumulated other comprehensive loss (49.2) (53.6)
Total stockholders' equity 1,847.8 1,845.4
Total liabilities and stockholders' equity $ 5,228.2 $ 5,207.0
v3.22.1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Mar. 31, 2022
Dec. 31, 2021
Statement of Financial Position [Abstract]    
Preferred stock, par value (in usd per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 10,000,000.0 10,000,000.0
Preferred stock, shares issued (in shares) 0 0
Common stock, par value (in usd per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 90,000,000.0 90,000,000.0
Common stock, shares outstanding (in shares) 56,000,000.0 55,800,000
v3.22.1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Millions, $ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Income Statement [Abstract]    
Net sales $ 1,141.0 $ 1,057.3
Cost of sales 986.0 876.2
Gross profit 155.0 181.1
Operating expenses:    
Selling and distribution 82.7 68.7
General and administrative 63.5 63.3
Amortization expense 18.2 18.4
Other operating expense, net 31.3 19.7
Total operating expenses 195.7 170.1
Operating (loss) income (40.7) 11.0
Other (income) expense:    
Interest expense 19.2 25.1
Loss on extinguishment of debt 0.0 14.4
Gain on foreign currency exchange (2.8) (1.3)
Other income, net (55.5) (27.4)
Total other (income) expense (39.1) 10.8
(Loss) income before income taxes (1.6) 0.2
Income tax expense (benefit) 1.2 (0.2)
Net (loss) income from continuing operations (2.8) 0.4
Net (loss) income from discontinued operations (0.2) 1.1
Net (loss) income $ (3.0) $ 1.5
Earnings (loss) per common share - basic:    
Continuing operations (in usd per share) $ (0.05) $ 0.01
Discontinued operations (in usd per share) 0 0.02
Earnings (loss) per share basic (in usd per share) [1] (0.05) 0.03
Earnings (loss) per common share - diluted:    
Continuing operations (in usd per share) (0.05) 0.01
Discontinued operations (in usd per share) 0 0.02
Earnings (loss) per share diluted (in usd per share) [1] $ (0.05) $ 0.03
Weighted average common shares:    
Basic (in shares) 55.8 56.0
Diluted (in shares) 55.8 56.5
[1] The sum of the individual per share amounts may not add due to rounding.
v3.22.1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Statement of Comprehensive Income [Abstract]    
Net (loss) income $ (3.0) $ 1.5
Other comprehensive income:    
Foreign currency translation adjustments 4.3 0.9
Pension and postretirement reclassification adjustment 0.1 0.1
Other comprehensive income 4.4 1.0
Comprehensive income $ 1.4 $ 2.5
v3.22.1
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
shares in Millions, $ in Millions
Total
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Treasury Stock
Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Dec. 31, 2020   58.3     (2.4)  
Beginning balance at Dec. 31, 2020 $ 1,865.0 $ 0.6 $ 2,179.9 $ (143.2) $ (108.3) $ (64.0)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net (loss) income 1.5     1.5    
Other comprehensive income 1.0         1.0
Issuance of stock awards (in shares)   0.3        
Issuance of stock awards (7.9)   (7.9)      
Stock-based compensation 4.9   4.9      
Ending balance (in shares) at Mar. 31, 2021   58.6     (2.4)  
Ending balance at Mar. 31, 2021 1,864.5 $ 0.6 2,176.9 (141.7) $ (108.3) (63.0)
Beginning balance (in shares) at Dec. 31, 2021   58.7     (2.9)  
Beginning balance at Dec. 31, 2021 1,845.4 $ 0.6 2,187.4 (155.7) $ (133.3) (53.6)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net (loss) income (3.0)     (3.0)    
Other comprehensive income 4.4         4.4
Issuance of stock awards (in shares)   0.2        
Issuance of stock awards (3.3)   (3.3)      
Stock-based compensation 4.3   4.3      
Ending balance (in shares) at Mar. 31, 2022   58.9     (2.9)  
Ending balance at Mar. 31, 2022 $ 1,847.8 $ 0.6 $ 2,188.4 $ (158.7) $ (133.3) $ (49.2)
v3.22.1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Cash flows from operating activities:    
Net (loss) income $ (3.0) $ 1.5
Net (loss) income from discontinued operations (0.2) 1.1
Net (loss) income from continuing operations (2.8) 0.4
Adjustments to reconcile net (loss) income to net cash used in operating activities:    
Depreciation and amortization 53.1 53.5
Stock-based compensation 4.3 4.9
Loss on extinguishment of debt 0.0 14.4
Unrealized gain on derivative contracts (50.9) (21.7)
Other (1.6) 1.0
Changes in operating assets and liabilities, net of acquisitions and divestitures:    
Receivables (54.4) 67.8
Inventories (62.0) (58.4)
Prepaid expenses and other assets (7.6) (28.3)
Accounts payable 64.9 (7.2)
Accrued expenses and other liabilities (13.4) (31.9)
Net cash used in operating activities - continuing operations (70.4) (5.5)
Net cash used in operating activities - discontinued operations (0.2) (3.1)
Net cash used in operating activities (70.6) (8.6)
Cash flows from investing activities:    
Additions to property, plant, and equipment (27.8) (28.0)
Additions to intangible assets (2.7) (3.3)
Proceeds from sale of fixed assets 4.8 0.9
Proceeds from sale of investments 0.0 17.2
Net cash used in investing activities - continuing operations (25.7) (13.2)
Net cash used in investing activities - discontinued operations 0.0 (0.4)
Net cash used in investing activities (25.7) (13.6)
Cash flows from financing activities:    
Borrowings under Revolving Credit Facility 30.5 30.0
Payments under Revolving Credit Facility (30.5) 0.0
Payments on financing lease obligations (0.5) (0.5)
Payment of deferred financing costs (1.6) (7.0)
Payments on Term Loans (14.3) (1,126.0)
Proceeds from refinanced Term Loans 0.0 1,430.0
Repurchase of Notes 0.0 (602.9)
Payment of debt premium for extinguishment of debt 0.0 (9.0)
Payments related to stock-based award activities (3.3) (7.9)
Net cash used in financing activities - continuing operations (19.7) (293.3)
Net cash used in financing activities - discontinued operations 0.0 0.0
Net cash used in financing activities (19.7) (293.3)
Effect of exchange rate changes on cash and cash equivalents 0.2 (0.3)
Net decrease in cash and cash equivalents (115.8) (315.8)
Cash and cash equivalents, beginning of period 308.6 364.6
Cash and cash equivalents, end of period 192.8 48.8
Supplemental cash flow disclosures:    
Interest paid 17.1 36.4
Net income taxes paid (refunded) 0.1 (0.2)
Non-cash investing and financing activities:    
Accrued purchase of property and equipment 27.3 27.5
Accrued other intangible assets 1.4 3.9
Right-of-use assets obtained in exchange for lease obligations 36.0 0.9
Accrued deferred financing costs $ 0.0 $ 1.5
v3.22.1
Basis of Presentation
 3 Months Ended
Mar. 31, 2022
Accounting Policies [Abstract]  
Basis of Presentation
1. BASIS OF PRESENTATION

The unaudited Condensed Consolidated Financial Statements included herein have been prepared by TreeHouse Foods, Inc. and its consolidated subsidiaries (the "Company," "TreeHouse," "we," "us," or "our"), pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to quarterly reporting on Form 10-Q. In our opinion, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted as permitted by such rules and regulations. The Condensed Consolidated Financial Statements and related notes should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Results of operations for interim periods are not necessarily indicative of annual results.

The preparation of our Condensed Consolidated Financial Statements in conformity with GAAP requires management to use judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from these estimates.
A detailed description of the Company's significant accounting policies can be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
v3.22.1
Recent Accounting Pronouncements
 3 Months Ended
Mar. 31, 2022
Accounting Changes and Error Corrections [Abstract]  
Recent Accounting Pronouncements
2. RECENT ACCOUNTING PRONOUNCEMENTS

Not yet adopted

In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. ASU 2020-04 was further amended in January 2021 by ASU 2021-01, Reference Rate Reform (Topic 848): Scope. This guidance provides optional expedients and exceptions for applying GAAP to transactions affected by reference rate reform if certain criteria are met. These transactions include contract modifications, hedging relationships, and the sale or transfer of debt securities classified as held-to-maturity. This guidance is effective as of March 12, 2020 through December 31, 2022 and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company has identified agreements that reference LIBOR, including interest rate swap agreements, accounts receivable sale agreements, and debt agreements. The new guidance will be applied as these contracts are modified to reference other rates.
v3.22.1
Growth, Reinvestment, and Restructuring Programs
 3 Months Ended
Mar. 31, 2022
Restructuring and Related Activities [Abstract]  
Growth, Reinvestment, and Restructuring Programs
3. GROWTH, REINVESTMENT, AND RESTRUCTURING PROGRAMS

The Company’s growth, reinvestment, and restructuring activities are part of an enterprise-wide transformation to build long-term sustainable growth and improve profitability for the Company. These activities are aggregated into the following categories: (1) Strategic Growth Initiatives (expected completion in 2023) – a growth and reinvestment strategy and (2) other (collectively the "Growth, Reinvestment, and Restructuring Programs").

Below is a description of each of the Growth, Reinvestment, and Restructuring Programs:

(1) Strategic Growth Initiatives

In the first quarter of 2021, the Company began executing on its growth and reinvestment initiatives designed to invest in our commercial organization, adapt the supply chain to better support long-term growth opportunities, and further enable the Company to build greater depth in growth categories which primarily reside in our Snacking & Beverages segment. These initiatives are intended to better position the Company to accelerate future revenue and earnings growth, and improve the execution of our strategy to be our customers' preferred manufacturing and distribution partner. This reinvestment will occur through 2023, and the cumulative costs incurred to date are $75.8 million. The Company currently expects the total costs will be up to $130.0 million, comprised of consulting and professional fees, employee-related costs, and investment in information technology. Consulting and professional fees are expected to include building marketing competencies, furthering our e-commerce strategy and digital capabilities, and advancing automation and value engineering in our supply chain network. Employee-related costs primarily consist of severance, retention, and dedicated employee costs.

(2) Other
 
Other costs include restructuring costs incurred for costs to exit facilities, information technology system implementation, retention, severance, and other administrative costs. Retention includes one-time cash recognition payments that were expensed ratably from the fourth quarter of 2021 to the first quarter of 2022. Additional retention recognized is primarily for employees in connection with the ongoing, Board-led strategic review.

The costs by activity for the Growth, Reinvestment, and Restructuring Programs are outlined below:
 Three Months Ended
March 31,
 20222021
 (In millions)
Strategic Growth Initiatives$18.0 $16.1 
Other14.1 3.5 
Total$32.1 $19.6 
 
As part of our growth, reinvestment, and restructuring programs, we generally incur expenses that qualify as exit and disposal costs under U.S. GAAP. These include severance and employee separation costs and other exit costs. Severance and employee separation costs primarily relate to cash severance, non-cash severance, including accelerated equity award compensation expense, pension, and other termination benefits. Other exit costs typically relate to lease and contract terminations. We also incur expenses that are an integral component of, and directly attributable to, our growth, reinvestment, and restructuring activities, which do not qualify as exit and disposal costs under U.S. GAAP. These include asset-related costs and other costs. Asset-related costs primarily relate to accelerated depreciation and certain long-lived asset impairments. Other costs primarily relate to start-up costs of new facilities, consulting and professional fees, information technology implementation, asset relocation costs, and costs to exit facilities.

Expenses associated with these programs are recorded in Other operating expense, net in the Condensed Consolidated Statements of Operations. The Company does not allocate costs associated with Growth, Reinvestment, and Restructuring Programs to reportable segments when evaluating the performance of its segments. As a result, costs associated with Growth, Reinvestment, and Restructuring Programs are not presented by reportable segment. Refer to Note 16 for additional information. 
Below is a summary of costs by type associated with the Growth, Reinvestment, and Restructuring Programs:
Three Months Ended
March 31,
20222021
 (In millions)
Employee-related$16.6 $4.9 
Other costs15.5 14.7 
Total$32.1 $19.6 
 
For the three months ended March 31, 2022 and 2021, employee-related costs primarily consisted of severance, retention, and dedicated project employee cost; and other costs primarily consisted of consulting services. Employee-related and other costs are recognized in Other operating expense, net of the Condensed Consolidated Statements of Operations. 

The table below presents the exit cost liabilities related to severance and retention activity for the Growth, Reinvestment, and Restructuring Programs as of March 31, 2022:  
 SeveranceRetentionTotal Exit Cost Liabilities
 (In millions)
Balance as of December 31, 2021$3.9 $9.7 $13.6 
Expenses recognized7.6 8.1 15.7 
Cash payments(2.0)(14.6)(16.6)
Balance as of March 31, 2022$9.5 $3.2 $12.7 
 
The severance and retention liabilities are included in Accrued expenses in the Condensed Consolidated Balance Sheets.
v3.22.1
Receivables Sales Program
 3 Months Ended
Mar. 31, 2022
Receivables [Abstract]  
Receivables Sales Program
4. RECEIVABLES SALES PROGRAM
 
The Company has entered into agreements to sell certain trade accounts receivable to unrelated, third-party financial institutions at a discount (collectively, "the Receivables Sales Program"). The agreements can be terminated by either party with 60 days' notice. The Receivables Sales Program is used by the Company to manage liquidity in a cost-effective manner. The Company has no retained interest in the receivables sold under the Receivables Sales Program; however, under the agreements, the Company does have collection and administrative responsibilities for the sold receivables. Under the Receivables Sales Program, the maximum amount of outstanding accounts receivables sold at any time is $500.0 million.

The following table includes the outstanding amount of accounts receivable sold under the Receivables Sales Program and the receivables collected from customers and not remitted to the financial institutions:
March 31, 2022December 31, 2021
 (In millions)
Outstanding accounts receivable sold$327.0 $357.3 
Receivables collected and not remitted to financial institutions183.5 205.0 
Receivables sold under the Receivables Sales Program are derecognized from the Company's Condensed Consolidated Balance Sheet at the time of the sale and the proceeds from such sales are reflected as a component of the change in receivables in the operating activities section of the Condensed Consolidated Statements of Cash Flows. The receivables collected and not remitted to financial institutions are included in Accounts payable in the Condensed Consolidated Balance Sheets.
The following table summarizes the cash flows of the Company's accounts receivables associated with the Receivables Sales Program:
Three Months Ended March 31,
20222021
 (In millions)
Receivables sold$512.8 $379.5 
Receivables collected and remitted to financial institutions(543.1)(417.1)

The loss on sale of receivables represents the discount taken by third-party financial institutions and was $0.6 million and $0.5 million for the three months ended March 31, 2022 and 2021, respectively, and is included in Other income, net in the Condensed Consolidated Statements of Operations. The Company has not recognized any servicing assets or liabilities as of March 31, 2022 or December 31, 2021, as the fair value of the servicing arrangement as well as the fees earned were not material to the financial statements.
v3.22.1
Inventories
 3 Months Ended
Mar. 31, 2022
Inventory Disclosure [Abstract]  
Inventories
5. INVENTORIES

March 31, 2022December 31, 2021
 (In millions)
Raw materials and supplies$311.6 $260.9 
Finished goods430.0 416.9 
Total inventories$741.6 $677.8 
v3.22.1
Divestiture
 3 Months Ended
Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Divestiture
6. DIVESTITURE

Discontinued Operations

Ready-to-eat Cereal

On June 1, 2021, the Company simultaneously entered into a definitive agreement and completed the sale of its Ready-to-eat ("RTE") Cereal business to Post Holdings, Inc. ("Post") for a base purchase price of $85.0 million, subject to customary purchase price adjustments, resulting in cash proceeds at closing of $88.0 million. The sale of this business is part of the Company's portfolio optimization strategy. RTE Cereal operated as two manufacturing plants located in Lancaster, Ohio and Sparks, Nevada.

The Company entered into a Transition Services Agreement ("TSA") with Post, which is designed to ensure and facilitate an orderly transfer of business operations. The services provided under the TSA terminate at various times up to twelve months from the date of sale and certain services were renewed with a maximum of an additional six-month period expected to end in the fourth quarter of 2022. The income received under the TSA was not material for the three months ended March 31, 2022 and is primarily classified within General and administrative expenses or Cost of sales in the Company's Condensed Consolidated Statements of Operations depending on the functions being supported by the Company.

The Company has reflected the RTE Cereal business (through the date of sale) as a discontinued operation for all periods presented. Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate to the Company's continuing operations.
Results of discontinued operations are as follows:

Three Months Ended
March 31,
20222021
(In millions)
Net sales$(0.3)$47.5 
Cost of sales— 41.4 
Selling, general, administrative and other operating expenses(0.1)4.2 
Operating (loss) income from discontinued operations(0.2)1.9 
Interest and other expense— 0.4 
Income tax expense— 0.4 
Net (loss) income from discontinued operations$(0.2)$1.1 
v3.22.1
Goodwill and Intangible Assets
 3 Months Ended
Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets
7. GOODWILL AND INTANGIBLE ASSETS
 
Goodwill

Changes in the carrying amount of goodwill for the three months ended March 31, 2022 are as follows:
Meal PreparationSnacking & BeveragesTotal
 (In millions)
Balance at December 31, 2021, before accumulated impairment losses$1,337.4 $888.5 $2,225.9 
Accumulated impairment losses(11.5)(33.0)(44.5)
Balance at December 31, 20211,325.9 855.5 2,181.4 
Foreign currency exchange adjustments1.5 1.1 2.6 
Balance at March 31, 2022$1,327.4 $856.6 $2,184.0 

Intangible Assets

The gross carrying amounts and accumulated amortization of intangible assets as of March 31, 2022 and December 31, 2021 are as follows:

 March 31, 2022December 31, 2021
Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount		Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount
 (In millions)
Intangible assets with finite lives:      
Customer-related$850.6 $(473.9)$376.7 $848.6 $(459.2)$389.4 
Contractual agreements0.5 (0.5)— 0.5 (0.5)— 
Trademarks96.3 (39.9)56.4 96.2 (38.1)58.1 
Formulas/recipes25.3 (23.1)2.2 25.3 (22.9)2.4 
Computer software209.7 (127.9)81.8 207.4 (124.7)82.7 
Total finite lived intangibles1,182.4 (665.3)517.1 1,178.0 (645.4)532.6 
Intangible assets with indefinite lives:
Trademarks22.8 — 22.8 22.4 — 22.4 
Total intangible assets$1,205.2 $(665.3)$539.9 $1,200.4 $(645.4)$555.0 
v3.22.1
Income Taxes
 3 Months Ended
Mar. 31, 2022
Income Tax Disclosure [Abstract]  
Income Taxes
8. INCOME TAXES
 
Income taxes were recognized at effective rates of (75.0)% and (100.0)% for the three months ended March 31, 2022 and 2021, respectively. The change in the Company's effective tax rate for the three months ended March 31, 2022 compared to 2021 is primarily the result of a change in the amount of tax deductible stock-based compensation. Our effective tax rate may change from period to period based on recurring and non-recurring factors, including the jurisdictional mix of earnings, enacted tax legislation, state income taxes, settlement of tax audits, and the expiration of the statute of limitations in relation to unrecognized tax benefits.

Management estimates that it is reasonably possible that the total amount of unrecognized tax benefits could decrease by as much as $3.9 million within the next 12 months, primarily as a result of the resolution of audits currently in progress and the lapsing of statutes of limitations. Approximately $2.9 million of the $3.9 million could affect net income when settled. The timing of cash settlement, if any, cannot be reasonably estimated for uncertain tax benefits.
v3.22.1
Long-Term Debt
 3 Months Ended
Mar. 31, 2022
Debt Disclosure [Abstract]  
Long-Term Debt
9. LONG-TERM DEBT
 
March 31, 2022December 31, 2021
 (In millions)
Term Loan A$491.3 $496.3 
Term Loan A-1913.7 923.0 
2028 Notes500.0 500.0 
Finance leases2.7 3.1 
Total outstanding debt1,907.7 1,922.4 
Deferred financing costs(16.4)(16.1)
Less current portion(4.7)(15.6)
Total long-term debt$1,886.6 $1,890.7 

Credit Agreement

On February 14, 2022, the Company entered into Amendment No. 4 to the Credit Agreement. Amendment No. 4 temporarily increases the leverage covenant threshold from 4.50x to 5.50x through June 30, 2022, then 5.25x through September 30, 2022 and thereafter reverts to 4.50x. The material terms and conditions under the Credit Agreement are otherwise substantially consistent with those contained in the Credit Agreement prior to Amendment No. 4.

The Company's average interest rate on debt outstanding under its Credit Agreement for the three months ended March 31, 2022 was 1.89%. Including the impact of interest rate swap agreements in effect as of March 31, 2022, the average rate is 3.64%.

Revolving Credit Facility — As of March 31, 2022, $730.0 million of the aggregate commitment of $750.0 million of the Revolving Credit Facility was available. Under the Credit Agreement, the Revolving Credit Facility matures on March 26, 2026. In addition, as of March 31, 2022, there were $20.0 million in letters of credit under the Revolving Credit Facility that were issued but undrawn, which have been included as a reduction to the calculation of available credit.

Loss on Extinguishment of Debt — During the first quarter of 2021, the Company incurred a loss on extinguishment of debt totaling $14.4 million, which included a premium of $9.0 million and a write off of deferred financing costs of $5.4 million in connection with the redemption of its 2024 Notes completed on March 31, 2021 and Credit Agreement refinancing executed on March 26, 2021.
Fair Value — At March 31, 2022, the aggregate fair value of the Company's total debt was $1,814.9 million and its carrying value was $1,905.0 million. At December 31, 2021, the aggregate fair value of the Company's total debt was $1,899.5 million and its carrying value was $1,919.3 million. The fair values of Term Loan A and Term Loan A-1 were estimated using present value techniques and market-based interest rates and credit spreads. The fair value of the Company's 2028 Notes was estimated based on quoted market prices for similar instruments due to their infrequent trading volume. Accordingly, the fair value of the Company's debt is classified as Level 2 within the valuation hierarchy.
v3.22.1
Earnings Per Share
 3 Months Ended
Mar. 31, 2022
Earnings Per Share [Abstract]  
Earnings Per Share
10. EARNINGS PER SHARE

The following table summarizes the effect of the share-based compensation awards on the weighted average number of shares outstanding used in calculating diluted earnings (loss) per share:
 
Three Months Ended
March 31,
20222021
(In millions, except per share data)
Weighted average common shares outstanding55.8 56.0 
Assumed exercise/vesting of equity awards (1)— 0.5 
Weighted average diluted common shares outstanding55.8 56.5 
 
(1)For the three months ended March 31, 2022, the weighted average common shares outstanding is the same for the computations of both basic and diluted shares outstanding because the Company had a net loss from continuing operations for the period. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 1.2 million and 1.4 million for the three months ended March 31, 2022 and 2021, respectively.
v3.22.1
Stock-Based Compensation
 3 Months Ended
Mar. 31, 2022
Share-based Payment Arrangement [Abstract]  
Stock-Based Compensation
11. STOCK-BASED COMPENSATION

The Board of Directors adopted, and the Company's stockholders approved, the "TreeHouse Foods, Inc. Equity and Incentive Plan" (the "Plan"). Under the Plan, the Compensation Committee may grant awards of various types of compensation, including stock options, restricted stock, restricted stock units, performance shares, performance units, other types of stock-based awards, and other cash-based compensation. The maximum number of shares authorized to be awarded under the Plan is approximately 17.5 million, of which approximately 2.6 million remained available at March 31, 2022.

Total compensation expense related to stock-based payments and the related income tax benefit recognized in Net (loss) income from continuing operations are as follows:
Three Months Ended
March 31,
20222021
(In millions)
Compensation expense related to stock-based payments$4.3 $4.9 
Related income tax benefit1.0 1.4 

All amounts below include continuing and discontinued operations.



Restricted Stock Units — Employee restricted stock unit awards generally vest based on the passage of time in approximately three equal installments on each of the first three anniversaries of the grant date. Additionally, on December 29, 2021, the Compensation Committee of the Board approved restricted stock unit awards granted to certain executive members of management that vest on the passage of time in approximately three equal installments on each of the three six month anniversaries of the grant date. Director restricted stock units generally vest on the first anniversary of the grant date. Certain directors have elected to defer receipt of their awards until either their departure from the Board of Directors or a specified date beyond the first anniversary of the grant date.
 
The following table summarizes the restricted stock unit activity during the three months ended March 31, 2022:
 
Employee
Restricted
Stock Units		Weighted
Average
Grant Date
Fair Value		Director
Restricted
Stock Units		Weighted
Average
Grant Date
Fair Value
 (In thousands) (In thousands) 
Outstanding, at December 31, 2021660 $48.88 50 $48.15 
Granted586 31.01 — — 
Vested(235)51.50 (1)53.84 
Forfeited(58)44.99 — — 
Outstanding, at March 31, 2022953 37.49 49 48.01 
Vested and deferred, at March 31, 202216 48.35 
 
 Three Months Ended
March 31,
 20222021
 (In millions)
Fair value of vested restricted stock units$7.6 $16.4 
Tax benefit recognized from vested restricted stock units1.2 2.3 
 
Future compensation costs related to restricted stock units are approximately $34.3 million as of March 31, 2022 and will be recognized on a weighted average basis over the next 2.4 years. The grant date fair value of the awards is equal to the Company's closing stock price on the grant date.

Performance Units — Performance unit awards are granted to certain members of management. These awards contain both service and performance conditions, and for certain executive members of management, a market condition, in each case as described below.

•For awards granted in years prior to 2020, for each year of the three-year performance period, one-third of the units will accrue, multiplied by a predefined percentage generally between 0% and 200%, depending on the achievement of certain operating performance measures. Accrued shares are not earned until the end of the full three-year performance period.
•For performance unit awards granted in 2020 through 2022, performance goals are set and measured annually with one-quarter of the units eligible to accrue for each year in the three-year performance period. Accrued shares are earned at the end of each performance period but remain subject to forfeiture until the third anniversary of the grant date. Additionally, for the cumulative three-year performance period, one-quarter of the units will accrue. For both the annual and cumulative shares, the earned shares are equal to the number of units granted multiplied by a predefined percentage generally between 0% and 200%, depending on the achievement of certain operating performance measures.
•In 2022 and 2021, certain executive members of management received awards that were measured using a relative total shareholder return market condition over a three-year performance period instead of a cumulative three-year performance goal. The units will accrue, multiplied by a predefined percentage between 0% and 150% for the relative total shareholder return measure, depending on the achievement attainment over the three-year performance period. The fair value of the portion of the awards based on relative total shareholder return was valued using a Monte Carlo simulation model with a grant-date fair value of $26.84 on approximately 52,600 units granted in 2022 and a grant-date fair value of $59.16 on approximately 23,200 units granted in 2021.

These awards will be converted to stock or cash, at the discretion of the Compensation Committee, generally, on the third anniversary of the grant date. The Company intends to settle these awards in stock and has the shares available to do so.
The assumptions used in the Monte Carlo simulation were as follows:

Three Months Ended
March 31,
20222021
Dividend yield0 %0 %
Risk-free rate2.29 %0.30 %
Expected volatility36.95 %35.65 %
Expected term (in years)2.772.75

The following table summarizes the performance unit activity during the three months ended March 31, 2022:  
Performance
Units		Weighted
Average
Grant Date
Fair Value
 (In thousands) 
Unvested, at December 31, 2021480 $54.21 
Granted190 29.82 
Vested(63)64.55 
Forfeited(122)60.08 
Unvested, at March 31, 2022485 38.25 
 
 Three Months Ended
March 31,
 20222021
 (In millions)
Fair value of vested performance units$2.0 $5.6 
Tax benefit recognized from performance units vested0.2 0.3 

Future compensation costs related to the performance units are estimated to be approximately $10.6 million as of March 31, 2022 and are expected to be recognized over the next 2.0 years. The fair value of the portion of the awards earned based on relative total shareholder return was valued using a Monte Carlo simulation model. For other awards, the grant date fair value is equal to the Company's closing stock price on the date of grant.
v3.22.1
Accumulated Other Comprehensive Loss
 3 Months Ended
Mar. 31, 2022
Equity [Abstract]  
Accumulated Other Comprehensive Loss
12. ACCUMULATED OTHER COMPREHENSIVE LOSS
 
Accumulated other comprehensive loss consists of the following components, all of which are net of tax:
 
Foreign
Currency
Translation (1)		Unrecognized
Pension and
Postretirement
Benefits (1)		Accumulated
Other
Comprehensive
Loss
 (In millions)
Balance at December 31, 2020$(67.3)$3.3 $(64.0)
Other comprehensive income before reclassifications0.9 — 0.9 
Reclassifications from accumulated other comprehensive loss (2)— 0.1 0.1 
Other comprehensive income0.9 0.1 1.0 
Balance at March 31, 2021$(66.4)$3.4 $(63.0)
Balance at December 31, 2021$(70.9)$17.3 $(53.6)
Other comprehensive income before reclassifications4.3 — 4.3 
Reclassifications from accumulated other comprehensive loss (2)— 0.1 0.1 
Other comprehensive income4.3 0.1 4.4 
Balance at March 31, 2022$(66.6)$17.4 $(49.2)
  
(1)The tax impact of the foreign currency translation adjustment and the unrecognized pension and postretirement benefits reclassification was insignificant for the three months ended March 31, 2022 and 2021.
(2)Refer to Note 13 for additional information regarding these reclassifications.
v3.22.1
Employee Retirement and Postretirement Benefits
 3 Months Ended
Mar. 31, 2022
Retirement Benefits [Abstract]  
Employee Retirement and Postretirement Benefits
13. EMPLOYEE RETIREMENT AND POSTRETIREMENT BENEFITS

Pension, Profit Sharing, and Postretirement Benefits — Certain employees and retirees participate in pension and other postretirement benefit plans. Employee benefit plan obligations and expenses included in the Condensed Consolidated Financial Statements are determined based on plan assumptions, employee demographic data, including years of service and compensation, benefits and claims paid, and employer contributions. The information below includes the activities of the Company's continuing and discontinued operations.

Components of net periodic pension benefit are as follows:
 
Three Months Ended
March 31,
 20222021
 (In millions)
Service cost$0.1 $0.2 
Interest cost2.3 2.2 
Expected return on plan assets(3.8)(3.5)
Amortization of unrecognized net loss0.1 0.1 
Net periodic pension benefit$(1.3)$(1.0)

Components of net periodic postretirement cost are as follows:
Three Months Ended
March 31,
 20222021
 (In millions)
Interest cost$0.2 $0.2 
Net periodic postretirement cost$0.2 $0.2 
The service cost components of net periodic pension and postretirement costs were recognized in Cost of sales and the other components were recognized in Other income, net of the Condensed Consolidated Statements of Operations.
v3.22.1
Commitments and Contingencies
 3 Months Ended
Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
14. COMMITMENTS AND CONTINGENCIES

Shareholder Class Action and Related Derivative Actions

The Company, as nominal defendant, and certain of its directors, officers and former directors and officers are parties to the following four shareholder derivative suits, each of which involves substantially similar claims and allegations:

(i)Wells v. Reed, et al., Case No. 2016-CH-16359 (filed Dec. 22, 2016 in the Circuit Court of Cook County, Illinois), asserting state law claims for breach of fiduciary duty, unjust enrichment and corporate waste;
(ii)Lavin v. Reed, et al., Case No. 17-cv-01014 (filed Feb. 7, 2017 in the United States District Court for the Northern District of Illinois), asserting state law claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and corporate waste;
(iii)Bartelt v. Reed, et al., Case No. 1:19-cv-00835 (filed Feb. 8, 2019 in the United States District Court for the Northern District of Illinois), asserting state law claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and corporate waste, as well as violations of Section 14 of the Securities Exchange Act of 1934; and
(iv)City of Ann Arbor Employees' Retirement System v. Reed, et al., Case No. 2019-CH-06753 (filed June 3, 2019 in the Circuit Court of Cook County, Illinois), asserting claims breach of fiduciary duty, aiding and abetting breaches of fiduciary duty and contribution and indemnification from the individual defendants for losses incurred by the Company.

Essentially, all four complaints allege that TreeHouse, under the authority and control of the individual defendants: (i) made certain false and misleading statements regarding the Company's business, operations, and future prospects; and (ii) failed to disclose that (a) the Company's private label business was underperforming; (b) the Company's Flagstone business was underperforming; (c) the Company's acquisition strategy was underperforming; (d) the Company had overstated its full-year 2016 guidance; and (e) TreeHouse's statements lacked reasonable basis. The complaints allege, among other things, that these actions artificially inflated the market price of TreeHouse common stock and resulted in harm to the Company, including the filing of the MPERS federal securities fraud class action (see below). The Bartelt action also includes substantially similar allegations concerning events in 2017.

Each of these cases involves allegations similar to those in an earlier-filed, recently resolved federal securities class action, Public Employees' Retirement Systems of Mississippi v. TreeHouse Foods, Inc., et al., Case No. 1:16-cv-10632 (originally captioned Tarara v. TreeHouse Foods, Inc., et al.) (“MPERS”) (filed Nov. 16, 2016), in the United States District Court for the Northern District of Illinois brought on behalf of a class of all purchasers of TreeHouse common stock from January 20, 2016 through and including November 2, 2016. The MPERS complaint asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and sought, among other things, damages and costs and expenses based on essentially the same facts described above. Following denial of defendants’ motion to dismiss, grant of plaintiff’s motion to certify a class, limited discovery, and extended mediator-facilitated negotiations with Greg Lindstrom of Phillips ADR, on July 14, 2021, the parties filed a stipulation of settlement to resolve the case for a cash payment of $27.0 million (funded by D&O insurance) in exchange for dismissal with prejudice of the class claims and full releases. After briefing, preliminary approval, notice and a hearing, on November 17, 2021, the Court granted final approval of the settlement and entered final judgment dismissing the case with prejudice on a classwide basis. On November 18, 2021, the Court granted lead counsel’s request for attorneys’ fees and expenses and approved a plan of allocation.
Due to the similarity of the derivative complaints, Bartelt was consolidated with Lavin, Ann Arbor was consolidated with Wells, and the parties entered stipulations deferring all of the derivative cases until either summary judgment or settlement of the MPERS class action. Pursuant to a schedule entered in light of the resolution of the MPERS class action, plaintiffs in the consolidated Wells case filed an amended, consolidated complaint on February 28, 2022. A briefing schedule has been set if defendants move to dismiss. The parties are to appear for a status conference or hearing on June 27, 2022. The consolidated Lavin case remains stayed pending a ruling on dispositive motions in the Wells case. The court has asked the parties to submit a status report on July 13, 2022. As a result of these developments, the Company has an accrual for a $27.0 million liability and a corresponding insurance receivable within Accrued expenses and Prepaid expenses and other current assets, respectively, in the Condensed Consolidated Balance Sheets as of March 31, 2022.

Employment Related Claims

The Company is party to matters challenging its wage and hour practices. These matters include a number of class actions consolidated under the caption Negrete v. Ralcorp Holdings, Inc., et al, (the first of which was filed in California state court on October 20, 2015) pending in the U.S. District Court for the Central District of California, in which plaintiffs allege a pattern of violations of California and/or federal law at three former Company manufacturing facilities in California. The Company has notified the Court that it has reached a preliminary settlement understanding with the Negrete plaintiffs that would resolve all associated matters for a payment by the Company of $9.4 million. On January 13, 2022, the Court orally approved the settlement at a final hearing. The payment was completed in the first quarter of 2022 and settled the Company's accrued liability of $9.0 million.

Other Claims

In addition, the Company is party in the ordinary course of business to certain claims, litigation, audits, and investigations. The Company will record an accrual for a loss contingency when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has established adequate accruals for liabilities that are probable and reasonably estimable that may be incurred in connection with any such currently pending or threatened matter. In the Company's opinion, the eventual resolution of such matters, either individually or in the aggregate, is not expected to have a material impact on the Company's financial position, results of operations, or cash flows. However, litigation is inherently unpredictable and resolutions or dispositions of claims or lawsuits by settlement or otherwise could have an adverse impact on our financial position, results of operations or cash flows for the reporting period in which any such resolution or disposition occurs.

In February 2014, TreeHouse, along with its 100% owned subsidiaries, Bay Valley Foods, LLC and Sturm Foods, Inc., filed suit against Keurig Dr. Pepper Inc.'s wholly-owned subsidiary, Keurig Green Mountain ("KGM"), in the U.S. District Court for the Southern District of New York ("SDNY") captioned TreeHouse Foods, Inc. et al. v. Green Mountain Coffee Roasters, Inc. et al. TreeHouse asserted claims under the federal antitrust laws and various state antitrust laws and unfair competition statutes, contending that KGM had monopolized alleged markets for single serve coffee brewers and single serve coffee pods. TreeHouse is seeking monetary damages, declaratory relief, injunctive relief, and attorneys' fees. The matter remains pending, with summary judgment, motions to exclude certain expert opinions, and discovery sanctions motions fully briefed. On March 28, 2022, the Magistrate Judge issued a non-public Opinion and Order (which will eventually be made public, subject to any confidentiality redactions that are deemed appropriate) granting in part and denying in part the TreeHouse sanctions motion against KGM and denying the KGM sanctions motion against TreeHouse. There is the possibility of an appeal of the Opinion and Order to the U.S. District Court Judge. KGM is denying the allegations made by TreeHouse in the litigation. TreeHouse has not recorded any amount in its Condensed Consolidated Financial Statements as of March 31, 2022.
v3.22.1
Derivative Instruments
 3 Months Ended
Mar. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Instruments
15. DERIVATIVE INSTRUMENTS

Interest Rate Swap Agreements - The Company manages its exposure to changes in interest rates by optimizing the use of variable-rate and fixed-rate debt and by utilizing interest rate swaps to hedge our exposure to changes in interest rates, to reduce the volatility of our financing costs, and to achieve a desired proportion of fixed versus floating-rate debt, based on current and projected market conditions.

The Company has entered into long-term interest rate swap agreements to lock into a fixed LIBOR interest rate base that have a notional value of $875.0 million as of both March 31, 2022 and December 31, 2021. Under the terms of the agreements, $875.0 million in variable-rate debt is swapped for a weighted average fixed interest rate base of approximately 2.91% from 2021 through 2025.
Foreign Currency Contracts - Due to the Company's foreign operations, it is exposed to foreign currency risk. The Company enters into foreign currency contracts to manage the risk associated with foreign currency cash flows. This includes, but is not limited to, using foreign currency contracts to establish a fixed foreign currency exchange rate for the net cash flow requirements for purchases of inventory, sales of finished goods, and future settlement of foreign-denominated assets and liabilities. As of March 31, 2022 and December 31, 2021, the notional value of the foreign currency contracts outstanding was $5.4 million and $5.5 million, respectively. These foreign currency contracts have maturities expiring throughout 2022 as of March 31, 2022.

Commodity Contracts - Certain commodities the Company uses in the production and distribution of its products are exposed to market price risk. The Company utilizes derivative contracts to manage this risk. The majority of commodity forward contracts are not derivatives, and those that are generally qualify for the normal purchases and normal sales scope exception under the guidance for derivative instruments and hedging activities and, therefore, are not subject to its provisions. For derivative commodity contracts that do not qualify for the normal purchases and normal sales scope exception, the Company accounts for the contracts as derivatives.

The Company's derivative commodity contracts may include contracts for diesel, oil, plastics, natural gas, electricity, resin, corn, coffee, flour, and other commodity contracts that do not meet the requirements for the normal purchases and normal sales scope exception. Diesel contracts are used to manage the Company's risk associated with the underlying cost of diesel fuel used to deliver products. Contracts for oil, plastics, and resin are used to manage the Company's risk associated with the underlying commodity cost of a significant component used in packaging materials. Contracts for natural gas and electricity are used to manage the Company's risk associated with the utility costs of its manufacturing facilities, and other commodity contracts that are derivatives that do not meet the normal purchases and normal sales scope exception are used to manage the price risk associated with raw material costs. As of March 31, 2022 and December 31, 2021, the notional value of the commodity contracts outstanding was $62.5 million and $58.8 million, respectively. These commodity contracts have maturities expiring throughout 2022 and 2023 as of March 31, 2022.

Total Return Swap Contract - The Company has an economic hedge program that uses a total return swap contract to hedge the market risk associated with the unfunded portion of the Company's deferred compensation liability. The total return swap contract trades generally have a duration of one month and are rebalanced and re-hedged at the end of each monthly term. While the total return swap contract is treated as an economic hedge, the Company has not designated it as a hedge for accounting purposes. The total return swap contract is measured at fair value and recognized in the Condensed Consolidated Balance Sheets, with changes in value being recognized in the Condensed Consolidated Statements of Operations. As of March 31, 2022 and December 31, 2021, the notional value of the total return swap contract was $5.6 million and $7.0 million, respectively.

 The following table identifies the fair value of each derivative instrument:
 March 31, 2022December 31, 2021
(In millions)
Asset derivatives
Commodity contracts$16.0 $3.9 
 $16.0 $3.9 
Liability derivatives
Commodity contracts$1.3 $0.9 
Foreign currency contracts0.1 0.2 
Interest rate swap agreements12.1 51.2 
 $13.5 $52.3 
 
Asset derivatives are included within Prepaid expenses and other current assets and liability derivatives are included within Accrued expenses in the Condensed Consolidated Balance Sheets.
The fair values of the commodity contracts, foreign currency contracts, interest rate swap agreements, and the total return swap contract are determined using Level 2 inputs. Level 2 inputs are inputs other than quoted market prices that are observable for an asset or liability, either directly or indirectly. The fair values of the commodity contracts, foreign currency contracts, interest rate swap agreements, and total return swap contract are based on an analysis comparing the contract rates to the market rates at the balance sheet date.

We recognized the following gains and losses on our derivative contracts in the Condensed Consolidated Statements of Operations:
Location of Gain (Loss)Three Months Ended
March 31,
 Recognized in Net Income (Loss)20222021
  (In millions)
Mark-to-market unrealized gain (loss)  
Commodity contractsOther income, net$11.7 $2.2 
Foreign currency contractsOther income, net0.1 (0.3)
Interest rate swap agreementsOther income, net39.1 19.7 
Total return swap contractGeneral and administrative— 0.1 
Total unrealized gain $50.9 $21.7 
Realized gain (loss) 
Commodity contractsManufacturing related to Cost of sales and transportation related to Selling and distribution$3.1 $7.6 
Foreign currency contractsCost of sales(0.1)— 
Interest rate swap agreementsInterest expense(6.0)(6.1)
Total return swap contractsGeneral and administrative(0.4)— 
Total realized (loss) gain $(3.4)$1.5 
Total gain $47.5 $23.2 
v3.22.1
Segment Information
 3 Months Ended
Mar. 31, 2022
Segment Reporting [Abstract]  
Segment Information
16. SEGMENT INFORMATION

The Company manages operations on a company-wide basis, thereby making determinations as to the allocation of resources in total rather than on a segment-level basis. The Company has designated reportable segments based on how management views its business. The Company does not segregate assets between segments for internal reporting. Therefore, asset-related information has not been presented. The two reportable segments, as presented below, are consistent with the manner in which the Company reports its results to the Chief Executive Officer, who has been identified as our Chief Operating Decision Maker.

The principal products that comprise each segment are as follows:

Meal Preparation – Our Meal Preparation segment sells aseptic cheese & pudding; baking and mix powders; hot cereals; jams, preserves, and jellies; liquid and powdered non-dairy creamer; macaroni and cheese; mayonnaise; Mexican, barbeque, and other sauces; pasta; pickles and related products; powdered soups and gravies; refrigerated and shelf stable dressings and sauces; refrigerated dough; single serve hot beverages; skillet dinners; and table and flavored syrups.

Snacking & Beverages – Our Snacking & Beverages segment sells bars; broths; candy; cookies; crackers; in-store bakery products; pita chips; powdered drinks; pretzels; ready-to-drink coffee; retail griddle waffles, pancakes, and French toast; specialty teas; and sweeteners.

The Company evaluates the performance of its segments based on net sales dollars and direct operating income. Direct operating income is defined as gross profit less freight out, sales commissions, and direct selling, general, and administrative expenses. The amounts in the following tables are obtained from reports used by senior management and do not include income taxes. Other expenses not allocated include unallocated selling, general, and administrative expenses, unallocated costs of sales, and unallocated corporate expenses (amortization expense, other operating expense, and asset impairment). The accounting policies of the Company's segments are the same as those described in the summary of significant accounting policies set forth in Note 1 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2021.

Financial information relating to the Company's reportable segments on a continuing operations basis is as follows:
Three Months Ended
March 31,
 20222021
 (In millions)
Net sales to external customers:  
Meal Preparation$728.1 $678.5 
Snacking & Beverages412.9 378.8 
Total$1,141.0 $1,057.3 
Direct operating income:
Meal Preparation$59.8 $80.5 
Snacking & Beverages22.1 41.7 
Total81.9 122.2 
Unallocated selling, general, and administrative expenses(71.6)(69.0)
Unallocated cost of sales(1.5)(4.1)
Unallocated corporate expense and other (1)(49.5)(38.1)
Operating (loss) income(40.7)11.0 
Other income (expense)39.1 (10.8)
(Loss) income before income taxes$(1.6)$0.2 

(1)Includes charges related to growth, reinvestment, and restructuring programs and other costs managed at corporate.
Disaggregation of Revenue

Segment revenue disaggregated by product category groups is as follows:

Three Months Ended
March 31,
 20222021
 (In millions)
Center store grocery$459.5 $414.1 
Main course268.6 264.4 
Total Meal Preparation728.1 678.5 
Sweet & savory snacks303.5 273.0 
Beverages & drink mixes109.4 105.8 
Total Snacking & Beverages412.9 378.8 
Total net sales $1,141.0 $1,057.3 

Segment revenue disaggregated by sales channel is as follows:

Three Months Ended
March 31,
 20222021
 (In millions)
Retail grocery$549.0 $524.8 
Food-away-from-home72.0 61.7 
Industrial, co-manufacturing, and other107.1 92.0 
Total Meal Preparation728.1 678.5 
Retail grocery351.0 327.3 
Food-away-from-home1.9 3.5 
Industrial, co-manufacturing, and other60.0 48.0 
Total Snacking & Beverages412.9 378.8 
Total net sales $1,141.0 $1,057.3 
v3.22.1
Recent Accounting Pronouncements (Policies)
 3 Months Ended
Mar. 31, 2022
Accounting Changes and Error Corrections [Abstract]  
Recently Issued Accounting Pronouncements
Not yet adopted

In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. ASU 2020-04 was further amended in January 2021 by ASU 2021-01, Reference Rate Reform (Topic 848): Scope. This guidance provides optional expedients and exceptions for applying GAAP to transactions affected by reference rate reform if certain criteria are met. These transactions include contract modifications, hedging relationships, and the sale or transfer of debt securities classified as held-to-maturity. This guidance is effective as of March 12, 2020 through December 31, 2022 and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company has identified agreements that reference LIBOR, including interest rate swap agreements, accounts receivable sale agreements, and debt agreements. The new guidance will be applied as these contracts are modified to reference other rates.
v3.22.1
Growth, Reinvestment, and Restructuring Programs (Tables)
 3 Months Ended
Mar. 31, 2022
Restructuring Cost and Reserve [Line Items]  
Schedule of Aggregate Expenses Incurred Associated with Facility Closure
Below is a summary of costs by type associated with the Growth, Reinvestment, and Restructuring Programs:
Three Months Ended
March 31,
20222021
 (In millions)
Employee-related$16.6 $4.9 
Other costs15.5 14.7 
Total$32.1 $19.6 
Schedule of Activity of Restructuring Program Liabilities
The table below presents the exit cost liabilities related to severance and retention activity for the Growth, Reinvestment, and Restructuring Programs as of March 31, 2022:  
 SeveranceRetentionTotal Exit Cost Liabilities
 (In millions)
Balance as of December 31, 2021$3.9 $9.7 $13.6 
Expenses recognized7.6 8.1 15.7 
Cash payments(2.0)(14.6)(16.6)
Balance as of March 31, 2022$9.5 $3.2 $12.7 
Restructuring and Margin Improvement Activities Categories  
Restructuring Cost and Reserve [Line Items]  
Schedule of Aggregate Expenses Incurred Associated with Facility Closure
The costs by activity for the Growth, Reinvestment, and Restructuring Programs are outlined below:
 Three Months Ended
March 31,
 20222021
 (In millions)
Strategic Growth Initiatives$18.0 $16.1 
Other14.1 3.5 
Total$32.1 $19.6 
v3.22.1
Receivable Sales Program (Tables)
 3 Months Ended
Mar. 31, 2022
Receivables [Abstract]  
Schedule of Receivable Sales Program
The following table includes the outstanding amount of accounts receivable sold under the Receivables Sales Program and the receivables collected from customers and not remitted to the financial institutions:
March 31, 2022December 31, 2021
 (In millions)
Outstanding accounts receivable sold$327.0 $357.3 
Receivables collected and not remitted to financial institutions183.5 205.0 
The following table summarizes the cash flows of the Company's accounts receivables associated with the Receivables Sales Program:
Three Months Ended March 31,
20222021
 (In millions)
Receivables sold$512.8 $379.5 
Receivables collected and remitted to financial institutions(543.1)(417.1)
v3.22.1
Inventories (Tables)
 3 Months Ended
Mar. 31, 2022
Inventory Disclosure [Abstract]  
Schedule of Inventories
March 31, 2022December 31, 2021
 (In millions)
Raw materials and supplies$311.6 $260.9 
Finished goods430.0 416.9 
Total inventories$741.6 $677.8 
v3.22.1
Divestiture (Tables)
 3 Months Ended
Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule of Disposal Groups, Including Discontinued Operations
Results of discontinued operations are as follows:

Three Months Ended
March 31,
20222021
(In millions)
Net sales$(0.3)$47.5 
Cost of sales— 41.4 
Selling, general, administrative and other operating expenses(0.1)4.2 
Operating (loss) income from discontinued operations(0.2)1.9 
Interest and other expense— 0.4 
Income tax expense— 0.4 
Net (loss) income from discontinued operations$(0.2)$1.1 
v3.22.1
Goodwill and Intangible Assets (Tables)
 3 Months Ended
Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Changes in Carrying Amount of Goodwill
Changes in the carrying amount of goodwill for the three months ended March 31, 2022 are as follows:
Meal PreparationSnacking & BeveragesTotal
 (In millions)
Balance at December 31, 2021, before accumulated impairment losses$1,337.4 $888.5 $2,225.9 
Accumulated impairment losses(11.5)(33.0)(44.5)
Balance at December 31, 20211,325.9 855.5 2,181.4 
Foreign currency exchange adjustments1.5 1.1 2.6 
Balance at March 31, 2022$1,327.4 $856.6 $2,184.0 
Schedule of Gross Carrying Amounts and Accumulated Amortization of Intangible Assets, with Finite Lives
The gross carrying amounts and accumulated amortization of intangible assets as of March 31, 2022 and December 31, 2021 are as follows:

 March 31, 2022December 31, 2021
Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount		Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount
 (In millions)
Intangible assets with finite lives:      
Customer-related$850.6 $(473.9)$376.7 $848.6 $(459.2)$389.4 
Contractual agreements0.5 (0.5)— 0.5 (0.5)— 
Trademarks96.3 (39.9)56.4 96.2 (38.1)58.1 
Formulas/recipes25.3 (23.1)2.2 25.3 (22.9)2.4 
Computer software209.7 (127.9)81.8 207.4 (124.7)82.7 
Total finite lived intangibles1,182.4 (665.3)517.1 1,178.0 (645.4)532.6 
Intangible assets with indefinite lives:
Trademarks22.8 — 22.8 22.4 — 22.4 
Total intangible assets$1,205.2 $(665.3)$539.9 $1,200.4 $(645.4)$555.0 
Schedule of Gross Carrying Amounts of Intangible Assets, with Indefinite Lives
The gross carrying amounts and accumulated amortization of intangible assets as of March 31, 2022 and December 31, 2021 are as follows:

 March 31, 2022December 31, 2021
Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount		Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount
 (In millions)
Intangible assets with finite lives:      
Customer-related$850.6 $(473.9)$376.7 $848.6 $(459.2)$389.4 
Contractual agreements0.5 (0.5)— 0.5 (0.5)— 
Trademarks96.3 (39.9)56.4 96.2 (38.1)58.1 
Formulas/recipes25.3 (23.1)2.2 25.3 (22.9)2.4 
Computer software209.7 (127.9)81.8 207.4 (124.7)82.7 
Total finite lived intangibles1,182.4 (665.3)517.1 1,178.0 (645.4)532.6 
Intangible assets with indefinite lives:
Trademarks22.8 — 22.8 22.4 — 22.4 
Total intangible assets$1,205.2 $(665.3)$539.9 $1,200.4 $(645.4)$555.0 
v3.22.1
Long-Term Debt (Tables)
 3 Months Ended
Mar. 31, 2022
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt
March 31, 2022December 31, 2021
 (In millions)
Term Loan A$491.3 $496.3 
Term Loan A-1913.7 923.0 
2028 Notes500.0 500.0 
Finance leases2.7 3.1 
Total outstanding debt1,907.7 1,922.4 
Deferred financing costs(16.4)(16.1)
Less current portion(4.7)(15.6)
Total long-term debt$1,886.6 $1,890.7 
v3.22.1
Earnings Per Share (Tables)
 3 Months Ended
Mar. 31, 2022
Earnings Per Share [Abstract]  
Schedule of Effect of Share-Based Compensation Awards on Weighted Average Number of Shares Outstanding Used in Calculating Diluted Earnings Per Share
The following table summarizes the effect of the share-based compensation awards on the weighted average number of shares outstanding used in calculating diluted earnings (loss) per share:
 
Three Months Ended
March 31,
20222021
(In millions, except per share data)
Weighted average common shares outstanding55.8 56.0 
Assumed exercise/vesting of equity awards (1)— 0.5 
Weighted average diluted common shares outstanding55.8 56.5 
 
(1)For the three months ended March 31, 2022, the weighted average common shares outstanding is the same for the computations of both basic and diluted shares outstanding because the Company had a net loss from continuing operations for the period. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 1.2 million and 1.4 million for the three months ended March 31, 2022 and 2021, respectively.
v3.22.1
Stock-Based Compensation (Tables)
 3 Months Ended
Mar. 31, 2022
Share-based Payment Arrangement [Abstract]  
Schedule of Total Compensation Expense
Total compensation expense related to stock-based payments and the related income tax benefit recognized in Net (loss) income from continuing operations are as follows:
Three Months Ended
March 31,
20222021
(In millions)
Compensation expense related to stock-based payments$4.3 $4.9 
Related income tax benefit1.0 1.4 
Schedule of Restricted Stock Unit Activity
The following table summarizes the restricted stock unit activity during the three months ended March 31, 2022:
 
Employee
Restricted
Stock Units		Weighted
Average
Grant Date
Fair Value		Director
Restricted
Stock Units		Weighted
Average
Grant Date
Fair Value
 (In thousands) (In thousands) 
Outstanding, at December 31, 2021660 $48.88 50 $48.15 
Granted586 31.01 — — 
Vested(235)51.50 (1)53.84 
Forfeited(58)44.99 — — 
Outstanding, at March 31, 2022953 37.49 49 48.01 
Vested and deferred, at March 31, 202216 48.35 
Schedule of Highlight of Restricted Stock Unit Activity
 Three Months Ended
March 31,
 20222021
 (In millions)
Fair value of vested restricted stock units$7.6 $16.4 
Tax benefit recognized from vested restricted stock units1.2 2.3 
Schedule of Assumptions Used in the Monte Carlo Simulation
The assumptions used in the Monte Carlo simulation were as follows:

Three Months Ended
March 31,
20222021
Dividend yield0 %0 %
Risk-free rate2.29 %0.30 %
Expected volatility36.95 %35.65 %
Expected term (in years)2.772.75
Schedule of Performance Unit Activity
The following table summarizes the performance unit activity during the three months ended March 31, 2022:  
Performance
Units		Weighted
Average
Grant Date
Fair Value
 (In thousands) 
Unvested, at December 31, 2021480 $54.21 
Granted190 29.82 
Vested(63)64.55 
Forfeited(122)60.08 
Unvested, at March 31, 2022485 38.25 
Schedule of Highlight of Performance Unit Activity
 Three Months Ended
March 31,
 20222021
 (In millions)
Fair value of vested performance units$2.0 $5.6 
Tax benefit recognized from performance units vested0.2 0.3 
v3.22.1
Accumulated Other Comprehensive Loss (Tables)
 3 Months Ended
Mar. 31, 2022
Equity [Abstract]  
Schedule of Components of Accumulated Other Comprehensive Loss Net of Tax
Accumulated other comprehensive loss consists of the following components, all of which are net of tax:
 
Foreign
Currency
Translation (1)		Unrecognized
Pension and
Postretirement
Benefits (1)		Accumulated
Other
Comprehensive
Loss
 (In millions)
Balance at December 31, 2020$(67.3)$3.3 $(64.0)
Other comprehensive income before reclassifications0.9 — 0.9 
Reclassifications from accumulated other comprehensive loss (2)— 0.1 0.1 
Other comprehensive income0.9 0.1 1.0 
Balance at March 31, 2021$(66.4)$3.4 $(63.0)
Balance at December 31, 2021$(70.9)$17.3 $(53.6)
Other comprehensive income before reclassifications4.3 — 4.3 
Reclassifications from accumulated other comprehensive loss (2)— 0.1 0.1 
Other comprehensive income4.3 0.1 4.4 
Balance at March 31, 2022$(66.6)$17.4 $(49.2)
  
(1)The tax impact of the foreign currency translation adjustment and the unrecognized pension and postretirement benefits reclassification was insignificant for the three months ended March 31, 2022 and 2021.
(2)Refer to Note 13 for additional information regarding these reclassifications.
v3.22.1
Employee Retirement and Postretirement Benefits (Tables)
 3 Months Ended
Mar. 31, 2022
Retirement Benefits [Abstract]  
Schedule of Net Periodic Cost (Benefit) of Pension and Postretirement Benefit Plans
Components of net periodic pension benefit are as follows:
 
Three Months Ended
March 31,
 20222021
 (In millions)
Service cost$0.1 $0.2 
Interest cost2.3 2.2 
Expected return on plan assets(3.8)(3.5)
Amortization of unrecognized net loss0.1 0.1 
Net periodic pension benefit$(1.3)$(1.0)

Components of net periodic postretirement cost are as follows:
Three Months Ended
March 31,
 20222021
 (In millions)
Interest cost$0.2 $0.2 
Net periodic postretirement cost$0.2 $0.2 
v3.22.1
Derivative Instruments (Tables)
 3 Months Ended
Mar. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Derivative, Fair Value, and Location on Condensed Consolidated Balance Sheet The following table identifies the fair value of each derivative instrument:
 March 31, 2022December 31, 2021
(In millions)
Asset derivatives
Commodity contracts$16.0 $3.9 
 $16.0 $3.9 
Liability derivatives
Commodity contracts$1.3 $0.9 
Foreign currency contracts0.1 0.2 
Interest rate swap agreements12.1 51.2 
 $13.5 $52.3 
Schedule of Gains and Losses on Derivative Contracts We recognized the following gains and losses on our derivative contracts in the Condensed Consolidated Statements of Operations:
Location of Gain (Loss)Three Months Ended
March 31,
 Recognized in Net Income (Loss)20222021
  (In millions)
Mark-to-market unrealized gain (loss)  
Commodity contractsOther income, net$11.7 $2.2 
Foreign currency contractsOther income, net0.1 (0.3)
Interest rate swap agreementsOther income, net39.1 19.7 
Total return swap contractGeneral and administrative— 0.1 
Total unrealized gain $50.9 $21.7 
Realized gain (loss) 
Commodity contractsManufacturing related to Cost of sales and transportation related to Selling and distribution$3.1 $7.6 
Foreign currency contractsCost of sales(0.1)— 
Interest rate swap agreementsInterest expense(6.0)(6.1)
Total return swap contractsGeneral and administrative(0.4)— 
Total realized (loss) gain $(3.4)$1.5 
Total gain $47.5 $23.2 
v3.22.1
Segment Information (Tables)
 3 Months Ended
Mar. 31, 2022
Segment Reporting [Abstract]  
Schedule of Financial Information Relating to Reportable Segments
Financial information relating to the Company's reportable segments on a continuing operations basis is as follows:
Three Months Ended
March 31,
 20222021
 (In millions)
Net sales to external customers:  
Meal Preparation$728.1 $678.5 
Snacking & Beverages412.9 378.8 
Total$1,141.0 $1,057.3 
Direct operating income:
Meal Preparation$59.8 $80.5 
Snacking & Beverages22.1 41.7 
Total81.9 122.2 
Unallocated selling, general, and administrative expenses(71.6)(69.0)
Unallocated cost of sales(1.5)(4.1)
Unallocated corporate expense and other (1)(49.5)(38.1)
Operating (loss) income(40.7)11.0 
Other income (expense)39.1 (10.8)
(Loss) income before income taxes$(1.6)$0.2 

(1)Includes charges related to growth, reinvestment, and restructuring programs and other costs managed at corporate.
Schedule of Segment Revenue Disaggregated by Product Category
Segment revenue disaggregated by product category groups is as follows:

Three Months Ended
March 31,
 20222021
 (In millions)
Center store grocery$459.5 $414.1 
Main course268.6 264.4 
Total Meal Preparation728.1 678.5 
Sweet & savory snacks303.5 273.0 
Beverages & drink mixes109.4 105.8 
Total Snacking & Beverages412.9 378.8 
Total net sales $1,141.0 $1,057.3 

Segment revenue disaggregated by sales channel is as follows:

Three Months Ended
March 31,
 20222021
 (In millions)
Retail grocery$549.0 $524.8 
Food-away-from-home72.0 61.7 
Industrial, co-manufacturing, and other107.1 92.0 
Total Meal Preparation728.1 678.5 
Retail grocery351.0 327.3 
Food-away-from-home1.9 3.5 
Industrial, co-manufacturing, and other60.0 48.0 
Total Snacking & Beverages412.9 378.8 
Total net sales $1,141.0 $1,057.3 
v3.22.1
Growth, Reinvestment, and Restructuring Programs - Additional Information (Details) - Strategic Growth Initiatives
$ in Millions
Mar. 31, 2022
USD ($)
Restructuring Cost and Reserve [Line Items]  
Restructuring costs incurred $ 75.8
Expected restructuring costs $ 130.0
v3.22.1
Growth, Reinvestment, and Restructuring Programs - Aggregate Expenses Incurred Associated with Facility Closure (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Restructuring Cost and Reserve [Line Items]    
Restructuring charges $ 32.1 $ 19.6
Restructuring and Margin Improvement Activities Categories    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 32.1 19.6
Restructuring and Margin Improvement Activities Categories | Strategic Growth Initiatives    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 18.0 16.1
Restructuring and Margin Improvement Activities Categories | Other    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 14.1 3.5
Employee-related    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges 16.6 4.9
Other costs    
Restructuring Cost and Reserve [Line Items]    
Restructuring charges $ 15.5 $ 14.7
v3.22.1
Growth, Reinvestment, and Restructuring Programs - Activity of Restructuring Program Liabilities (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Restructuring Reserve [Roll Forward]    
Expenses recognized $ 32.1 $ 19.6
Restructuring Plans Other Than TreeHouse 2020    
Restructuring Reserve [Roll Forward]    
Beginning Balance 13.6  
Cash payments (16.6)  
Ending Balance 12.7  
Restructuring Plans Other Than TreeHouse 2020 | Expenses recognized    
Restructuring Reserve [Roll Forward]    
Expenses recognized 15.7  
Restructuring Plans Other Than TreeHouse 2020 | Severance    
Restructuring Reserve [Roll Forward]    
Beginning Balance 3.9  
Cash payments (2.0)  
Ending Balance 9.5  
Restructuring Plans Other Than TreeHouse 2020 | Severance | Expenses recognized    
Restructuring Reserve [Roll Forward]    
Expenses recognized 7.6  
Restructuring Plans Other Than TreeHouse 2020 | Retention    
Restructuring Reserve [Roll Forward]    
Beginning Balance 9.7  
Cash payments (14.6)  
Ending Balance 3.2  
Restructuring Plans Other Than TreeHouse 2020 | Retention | Expenses recognized    
Restructuring Reserve [Roll Forward]    
Expenses recognized $ 8.1  
v3.22.1
Receivables Sales Program - Additional Information (Details) - USD ($)
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Receivables Sales Agreement [Line Items]    
Termination period 60 days  
Retained interest $ 0  
Loss on sale of receivables 600,000 $ 500,000
Maximum    
Receivables Sales Agreement [Line Items]    
Receivables held for sale $ 500,000,000  
v3.22.1
Receivables Sales Program - Accounts Receivable Sold the Receivable Sales Program (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Dec. 31, 2021
Receivables [Abstract]      
Outstanding accounts receivable sold $ 327.0   $ 357.3
Receivables collected and not remitted to financial institutions 183.5   $ 205.0
Receivables sold 512.8 $ 379.5  
Receivables collected and remitted to financial institutions $ (543.1) $ (417.1)  
v3.22.1
Inventories - Components (Details) - USD ($)
$ in Millions
Mar. 31, 2022
Dec. 31, 2021
Inventory Disclosure [Abstract]    
Raw materials and supplies $ 311.6 $ 260.9
Finished goods 430.0 416.9
Total inventories $ 741.6 $ 677.8
v3.22.1
Divestiture - Narrative (Details) - RTE Cereal - Disposed of by sale
$ in Millions
Jun. 01, 2021
USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Cash consideration $ 85.0
Proceeds from divestitures $ 88.0
TSA, maximum term 12 months
TSA, renewal term 6 months
v3.22.1
Divestiture - Results of Discontinued Operations on Income Statement (Details) - Disposed of by sale - RTE Cereal - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Net sales $ (0.3) $ 47.5
Cost of sales 0.0 41.4
Selling, general, administrative and other operating expenses (0.1) 4.2
Operating (loss) income from discontinued operations (0.2) 1.9
Interest and other expense 0.0 0.4
Income tax expense 0.0 0.4
Net (loss) income from discontinued operations $ (0.2) $ 1.1
v3.22.1
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Dec. 31, 2021
Goodwill [Roll Forward]    
Balance at December 31, 2021, before accumulated impairment losses   $ 2,225.9
Accumulated impairment losses   (44.5)
Balance at December 31, 2021 $ 2,181.4  
Foreign currency exchange adjustments 2.6  
Balance at March 31, 2022 2,184.0  
Meal Preparation    
Goodwill [Roll Forward]    
Balance at December 31, 2021, before accumulated impairment losses   1,337.4
Accumulated impairment losses   (11.5)
Balance at December 31, 2021 1,325.9  
Foreign currency exchange adjustments 1.5  
Balance at March 31, 2022 1,327.4  
Snacking & Beverages    
Goodwill [Roll Forward]    
Balance at December 31, 2021, before accumulated impairment losses   888.5
Accumulated impairment losses   $ (33.0)
Balance at December 31, 2021 855.5  
Foreign currency exchange adjustments 1.1  
Balance at March 31, 2022 $ 856.6  
v3.22.1
Goodwill and Intangible Assets - Gross Carrying Amounts and Accumulated Amortization of Intangible Assets, with Finite Lives (Details) - USD ($)
$ in Millions
Mar. 31, 2022
Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 1,182.4 $ 1,178.0
Accumulated Amortization (665.3) (645.4)
Net Carrying Amount 517.1 532.6
Gross Carrying Amount 1,205.2 1,200.4
Net Carrying Amount 539.9 555.0
Trademarks    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets with indefinite lives 22.8 22.4
Customer-related    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 850.6 848.6
Accumulated Amortization (473.9) (459.2)
Net Carrying Amount 376.7 389.4
Contractual agreements    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 0.5 0.5
Accumulated Amortization (0.5) (0.5)
Net Carrying Amount 0.0 0.0
Trademarks    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 96.3 96.2
Accumulated Amortization (39.9) (38.1)
Net Carrying Amount 56.4 58.1
Formulas/recipes    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 25.3 25.3
Accumulated Amortization (23.1) (22.9)
Net Carrying Amount 2.2 2.4
Computer software    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 209.7 207.4
Accumulated Amortization (127.9) (124.7)
Net Carrying Amount $ 81.8 $ 82.7
v3.22.1
Income Taxes (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Income Tax Disclosure [Abstract]    
Effective income tax rate (75.00%) (100.00%)
Decrease in total amount of unrecognized tax benefits within the next 12 months $ 3.9  
Decrease in unrecognized tax benefits is reasonably possible $ 2.9  
v3.22.1
Long-Term Debt - Components (Details) - USD ($)
$ in Millions
Mar. 31, 2022
Dec. 31, 2021
Debt Instrument [Line Items]    
Finance leases $ 2.7 $ 3.1
Total outstanding debt 1,907.7 1,922.4
Deferred financing costs (16.4) (16.1)
Less current portion (4.7) (15.6)
Total long-term debt 1,886.6 1,890.7
2028 Notes    
Debt Instrument [Line Items]    
Senior notes 500.0 500.0
Term Loan A    
Debt Instrument [Line Items]    
Term loan 491.3 496.3
Term Loan A-1    
Debt Instrument [Line Items]    
Term loan $ 913.7 $ 923.0
v3.22.1
Long-Term Debt - Additional Information (Details)
 3 Months Ended
Feb. 14, 2022
Feb. 13, 2022
Mar. 31, 2022
USD ($)
Mar. 31, 2021
USD ($)
Dec. 31, 2021
USD ($)
Debt Instrument [Line Items]          
Maximum leverage ratio   4.50      
Average interest rate on debt outstanding     1.89%    
Loss on extinguishment of debt     $ 0 $ 14,400,000  
Long-term debt, fair value     1,814,900,000   $ 1,899,500,000
Long-term debt, carrying value     1,905,000,000   $ 1,919,300,000
Through June 30, 2022          
Debt Instrument [Line Items]          
Maximum leverage ratio 5.50        
Through September 30, 2022          
Debt Instrument [Line Items]          
Maximum leverage ratio 5.25        
Thereafter          
Debt Instrument [Line Items]          
Maximum leverage ratio 4.50        
2024 Notes          
Debt Instrument [Line Items]          
Loss on extinguishment of debt       14,400,000  
Debt instrument premium       9,000,000  
Write off of deferred financing costs       $ 5,400,000  
Revolving Credit Facility          
Debt Instrument [Line Items]          
Revolving credit facility available     730,000,000    
Revolving credit facility -maximum borrowing capacity     750,000,000    
Letters of credit facility issued but undrawn     $ 20,000,000    
Interest rate swap agreements          
Debt Instrument [Line Items]          
Average interest rate on debt outstanding     3.64%    
v3.22.1
Earnings Per Share (Details) - shares
shares in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Earnings Per Share [Abstract]    
Weighted average common shares outstanding (in shares) 55.8 56.0
Assumed exercise/vesting of equity awards (in shares) 0.0 0.5
Weighted average diluted common shares outstanding (in shares) 55.8 56.5
Equity awards, excluded from computation of diluted earnings (in shares) 1.2 1.4
v3.22.1
Stock-Based Compensation - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Restricted Stock Units    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award vesting period 3 years  
Compensation costs, unrecognized $ 34.3  
Compensation costs, recognition weighted average remaining period (in years) 2 years 4 months 24 days  
Restricted Stock Units | Executive Members    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award vesting period 3 years  
Restricted Stock Units | Minimum | Executive Members    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award vesting period 3 months  
Restricted Stock Units | Maximum | Executive Members    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award vesting period 6 months  
Performance Units    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Compensation costs, unrecognized $ 10.6  
Compensation costs, recognition weighted average remaining period (in years) 2 years  
Performance based compensation period 3 years  
Accrual of units (as a percent) 25.00%  
Performance Units | Executive Members    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Performance based compensation period 3 years  
Grant-date fair value (in usd per share) $ 26.84 $ 59.16
Units granted (in shares) 52,600 23,200
Performance Units | Minimum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Predefined percentage for calculation of performance unit awards 0.00%  
Performance Units | Minimum | Executive Members    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Predefined percentage for calculation of performance unit awards 0.00%  
Predefined percentage for calculation of performance achievement unit awards 0.00%  
Performance Units | Maximum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Predefined percentage for calculation of performance unit awards 200.00%  
Performance Units | Maximum | Executive Members    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Predefined percentage for calculation of performance unit awards 200.00%  
Predefined percentage for calculation of performance achievement unit awards 150.00%  
TreeHouse Foods, Inc. Equity and Incentive Plan    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Maximum number of shares available to be awarded (in shares) 17,500,000  
Shares available (in shares) 2,600,000  
v3.22.1
Stock-Based Compensation - Summary of Total Compensation Expense (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Share-based Payment Arrangement [Abstract]    
Compensation expense related to stock-based payments $ 4.3 $ 4.9
Related income tax benefit $ 1.0 $ 1.4
v3.22.1
Stock-Based Compensation - Summary of Restricted Stock and Restricted Stock Unit Activity (Details) - Restricted Stock Units
shares in Thousands
 3 Months Ended
Mar. 31, 2022
$ / shares
shares
Employee  
Restricted Stock Units  
Stock units, outstanding, beginning balance (in shares) | shares 660
Stock units, granted (in shares) | shares 586
Stock units, vested (in shares) | shares (235)
Stock units, forfeited (in shares) | shares (58)
Stock units, outstanding, ending balance (in shares) | shares 953
Weighted Average Grant Date Fair Value  
Weighted average grant date fair value, outstanding, beginning balance (in usd per share) | $ / shares $ 48.88
Weighted average grant date fair value, granted (in usd per share) | $ / shares 31.01
Weighted average grant date fair value, vested (in usd per share) | $ / shares 51.50
Weighted average grant date fair value, forfeited (in usd per share) | $ / shares 44.99
Weighted average grant date fair value, outstanding, ending balance (in usd per share) | $ / shares $ 37.49
Director  
Restricted Stock Units  
Stock units, outstanding, beginning balance (in shares) | shares 50
Stock units, granted (in shares) | shares 0
Stock units, vested (in shares) | shares (1)
Stock units, forfeited (in shares) | shares 0
Stock units, outstanding, ending balance (in shares) | shares 49
Stock units, vested and deferred (in shares) | shares 16,000
Weighted Average Grant Date Fair Value  
Weighted average grant date fair value, outstanding, beginning balance (in usd per share) | $ / shares $ 48.15
Weighted average grant date fair value, granted (in usd per share) | $ / shares 0
Weighted average grant date fair value, vested (in usd per share) | $ / shares 53.84
Weighted average grant date fair value, forfeited (in usd per share) | $ / shares 0
Weighted average grant date fair value, outstanding, ending balance (in usd per share) | $ / shares 48.01
Weighted average grant date fair value, vested and deferred (in usd per share) | $ / shares $ 48.35
v3.22.1
Stock-Based Compensation - Summary of Employee and Director Restricted Stock and Restricted Stock Highlights (Details) - Restricted Stock Units - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Fair value of vested restricted stock units $ 7.6 $ 16.4
Tax benefit recognized from vested restricted stock units $ 1.2 $ 2.3
v3.22.1
Stock-Based Compensation - Shareholder Return Market Condition and Assumptions (Details) - Performance Units
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Dividend yield 0.00% 0.00%
Risk-free rate 2.29% 0.30%
Expected volatility 36.95% 35.65%
Expected term (in years) 2 years 9 months 7 days 2 years 9 months
v3.22.1
Stock-Based Compensation - Summary of Performance Unit Activity (Details) - Performance Units
shares in Thousands
 3 Months Ended
Mar. 31, 2022
$ / shares
shares
Performance Units  
Stock units, outstanding, beginning balance (in shares) | shares 480
Stock units, granted (in shares) | shares 190
Stock units, vested (in shares) | shares (63)
Stock units, forfeited (in shares) | shares (122)
Stock units, outstanding, ending balance (in shares) | shares 485
Weighted Average Grant Date Fair Value  
Weighted average grant date fair value, outstanding, beginning balance (in usd per share) | $ / shares $ 54.21
Weighted average grant date fair value, granted (in usd per share) | $ / shares 29.82
Weighted average grant date fair value, vested (in usd per share) | $ / shares 64.55
Weighted average grant date fair value, forfeited (in usd per share) | $ / shares 60.08
Weighted average grant date fair value, outstanding, ending balance (in usd per share) | $ / shares $ 38.25
v3.22.1
Stock-Based Compensation - Summary of Performance Unit Highlights (Details) - Performance Units - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Fair value of vested performance units $ 2.0 $ 5.6
Tax benefit recognized from performance units vested $ 0.2 $ 0.3
v3.22.1
Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Beginning balance $ 1,845.4 $ 1,865.0
Other comprehensive income before reclassifications 4.3 0.9
Reclassifications from accumulated other comprehensive loss 0.1 0.1
Other comprehensive income 4.4 1.0
Ending balance 1,847.8 1,864.5
Foreign Currency Translation    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Beginning balance (70.9) (67.3)
Other comprehensive income before reclassifications 4.3 0.9
Reclassifications from accumulated other comprehensive loss 0.0 0.0
Other comprehensive income 4.3 0.9
Ending balance (66.6) (66.4)
Unrecognized Pension and Postretirement Benefits    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Beginning balance 17.3 3.3
Other comprehensive income before reclassifications 0.0 0.0
Reclassifications from accumulated other comprehensive loss 0.1 0.1
Other comprehensive income 0.1 0.1
Ending balance 17.4 3.4
Accumulated Other Comprehensive Loss    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Beginning balance (53.6) (64.0)
Other comprehensive income 4.4 1.0
Ending balance $ (49.2) $ (63.0)
v3.22.1
Employee Retirement and Postretirement Benefits - Summary of Net Periodic Cost of Pension and Postretirement Benefit Plans (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Pension Benefits    
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]    
Service cost $ 0.1 $ 0.2
Interest cost 2.3 2.2
Expected return on plan assets (3.8) (3.5)
Amortization of unrecognized net loss 0.1 0.1
Net periodic pension/postretirement (benefit) cost (1.3) (1.0)
Postretirement Benefits    
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]    
Interest cost 0.2 0.2
Net periodic pension/postretirement (benefit) cost $ 0.2 $ 0.2
v3.22.1
Commitments and Contingencies (Details)
$ in Millions
Jul. 14, 2021
USD ($)
Mar. 31, 2022
USD ($)
complaint
facility
Loss Contingencies [Line Items]    
Loss contingency, cash payment $ 27.0  
Loss contingency insurance receivable   $ 27.0
Loss contingency, liability   27.0
Negrete v Ralcorp Holdings Inc et al    
Loss Contingencies [Line Items]    
Loss contingency, liability   $ 9.0
Negrete v Ralcorp Holdings Inc et al | Pending Litigation    
Loss Contingencies [Line Items]    
Number of manufacturing facilities with alleged violations | facility   3
Loss contingency, estimate of possible loss   $ 9.4
Class Actions Filed by Shareholders    
Loss Contingencies [Line Items]    
Loss contingency, number of claims | complaint   4
v3.22.1
Derivative Instruments - Additional Information (Details) - USD ($)
Mar. 31, 2022
Dec. 31, 2021
Interest Rate Swap Agreements    
Derivative [Line Items]    
Weighted average fixed interest rate 2.91% 2.91%
Interest Rate Swap Agreements | LIBOR Interest Rate    
Derivative [Line Items]    
Derivative notional amount $ 875,000,000 $ 875,000,000
Foreign Currency Contracts    
Derivative [Line Items]    
Derivative notional amount $ 5,400,000 $ 5,500,000
Diesel Contract    
Derivative [Line Items]    
Derivative, nonmonetary notional amount 62,500,000 58,800,000
Total Return Swap    
Derivative [Line Items]    
Derivative notional amount $ 5,600,000 $ 7,000,000
v3.22.1
Derivative Instruments - Derivative, Fair Value, and Location on Condensed Consolidated Balance Sheets (Details) - USD ($)
$ in Millions
Mar. 31, 2022
Dec. 31, 2021
Derivatives, Fair Value [Line Items]    
Asset derivatives $ 16.0 $ 3.9
Liability derivatives 13.5 52.3
Commodity contracts    
Derivatives, Fair Value [Line Items]    
Asset derivatives 16.0 3.9
Liability derivatives 1.3 0.9
Foreign currency contracts    
Derivatives, Fair Value [Line Items]    
Liability derivatives 0.1 0.2
Interest rate swap agreements    
Derivatives, Fair Value [Line Items]    
Liability derivatives $ 12.1 $ 51.2
v3.22.1
Derivative Instruments - Gains and Losses on Derivative Contracts (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Derivative Instruments, Gain (Loss) [Line Items]    
Mark to market unrealized (loss) gain, derivative $ 50.9 $ 21.7
Total unrealized gain 50.9 21.7
Total realized (loss) gain (3.4) 1.5
Total gain 47.5 23.2
Commodity contracts | Other income, net    
Derivative Instruments, Gain (Loss) [Line Items]    
Mark to market unrealized (loss) gain, commodity 11.7 2.2
Commodity contracts | Manufacturing related to Cost of sales and transportation related to Selling and distribution    
Derivative Instruments, Gain (Loss) [Line Items]    
Total realized (loss) gain 3.1 7.6
Foreign currency contracts | Other income, net    
Derivative Instruments, Gain (Loss) [Line Items]    
Mark to market unrealized (loss) gain, derivative 0.1 (0.3)
Foreign currency contracts | Cost of sales    
Derivative Instruments, Gain (Loss) [Line Items]    
Total realized (loss) gain (0.1) 0.0
Interest rate swap agreements | Other income, net    
Derivative Instruments, Gain (Loss) [Line Items]    
Mark to market unrealized (loss) gain, derivative 39.1 19.7
Interest rate swap agreements | Interest expense    
Derivative Instruments, Gain (Loss) [Line Items]    
Total realized (loss) gain (6.0) (6.1)
Total return swap contract | General and administrative    
Derivative Instruments, Gain (Loss) [Line Items]    
Mark to market unrealized (loss) gain, derivative 0.0 0.1
Total realized (loss) gain $ (0.4) $ 0.0
v3.22.1
Segment Information - Additional Information (Details)
 3 Months Ended
Mar. 31, 2022
segment
Segment Reporting [Abstract]  
Number of segments 2
v3.22.1
Segment Information - Financial Information Relating to Reportable Segments (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Segment Reporting Information [Line Items]    
Net sales $ 1,141.0 $ 1,057.3
Unallocated cost of sales (986.0) (876.2)
Operating (loss) income (40.7) 11.0
Other income (expense) 39.1 (10.8)
(Loss) income before income taxes (1.6) 0.2
Meal Preparation    
Segment Reporting Information [Line Items]    
Net sales 728.1 678.5
Snacking & Beverages    
Segment Reporting Information [Line Items]    
Net sales 412.9 378.8
Operating Segments    
Segment Reporting Information [Line Items]    
Net sales 1,141.0 1,057.3
Direct operating income 81.9 122.2
Operating Segments | Meal Preparation    
Segment Reporting Information [Line Items]    
Net sales 728.1 678.5
Direct operating income 59.8 80.5
Operating Segments | Snacking & Beverages    
Segment Reporting Information [Line Items]    
Net sales 412.9 378.8
Direct operating income 22.1 41.7
Unallocated Amount to Segment    
Segment Reporting Information [Line Items]    
Unallocated selling, general, and administrative expenses (71.6) (69.0)
Unallocated cost of sales (1.5) (4.1)
Unallocated corporate expense and other $ (49.5) $ (38.1)
v3.22.1
Segment Information - Disaggregation of Revenue (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Disaggregation of Revenue [Line Items]    
Net sales $ 1,141.0 $ 1,057.3
Meal Preparation    
Disaggregation of Revenue [Line Items]    
Net sales 728.1 678.5
Meal Preparation | Retail grocery    
Disaggregation of Revenue [Line Items]    
Net sales 549.0 524.8
Meal Preparation | Food-away-from-home    
Disaggregation of Revenue [Line Items]    
Net sales 72.0 61.7
Meal Preparation | Industrial, co-manufacturing, and other    
Disaggregation of Revenue [Line Items]    
Net sales 107.1 92.0
Meal Preparation | Center store grocery    
Disaggregation of Revenue [Line Items]    
Net sales 459.5 414.1
Meal Preparation | Main course    
Disaggregation of Revenue [Line Items]    
Net sales 268.6 264.4
Snacking & Beverages    
Disaggregation of Revenue [Line Items]    
Net sales 412.9 378.8
Snacking & Beverages | Retail grocery    
Disaggregation of Revenue [Line Items]    
Net sales 351.0 327.3
Snacking & Beverages | Food-away-from-home    
Disaggregation of Revenue [Line Items]    
Net sales 1.9 3.5
Snacking & Beverages | Industrial, co-manufacturing, and other    
Disaggregation of Revenue [Line Items]    
Net sales 60.0 48.0
Snacking & Beverages | Sweet & savory snacks    
Disaggregation of Revenue [Line Items]    
Net sales 303.5 273.0
Snacking & Beverages | Beverages & drink mixes    
Disaggregation of Revenue [Line Items]    
Net sales $ 109.4 $ 105.8