TREEHOUSE FOODS, INC., 10-Q filed on 8/8/2022
Quarterly Report
v3.22.2
Cover Page - shares
6 Months Ended
Jun. 30, 2022
Jul. 29, 2022
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 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, $0.01 par value  
Trading Symbol THS  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   56,042,584
Amendment Flag false  
Document Fiscal Year Focus 2022  
Document Fiscal Period Focus Q2  
Entity Central Index Key 0001320695  
Current Fiscal Year End Date --12-31  
v3.22.2
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Jun. 30, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 199.1 $ 308.6
Receivables, net 218.2 209.2
Inventories 854.1 677.8
Prepaid expenses and other current assets 80.6 60.2
Total current assets 1,352.0 1,255.8
Property, plant, and equipment, net 988.3 1,019.1
Operating lease right-of-use assets 192.0 165.6
Goodwill 2,180.0 2,181.4
Intangible assets, net 522.8 555.0
Other assets, net 32.3 30.1
Total assets 5,267.4 5,207.0
Current liabilities:    
Accounts payable 915.3 786.0
Accrued expenses 250.3 274.6
Current portion of long-term debt 8.1 15.6
Total current liabilities 1,173.7 1,076.2
Long-term debt 1,883.5 1,890.7
Operating lease liabilities 166.9 144.0
Deferred income taxes 155.8 156.5
Other long-term liabilities 73.9 94.2
Total liabilities 3,453.8 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 June 30, 2022 and December 31, 2021, respectively 0.6 0.6
Treasury stock (133.3) (133.3)
Additional paid-in capital 2,194.2 2,187.4
Accumulated deficit (188.1) (155.7)
Accumulated other comprehensive loss (59.8) (53.6)
Total stockholders' equity 1,813.6 1,845.4
Total liabilities and stockholders' equity $ 5,267.4 $ 5,207.0
v3.22.2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Jun. 30, 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
v3.22.2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Millions, $ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Income Statement [Abstract]        
Net sales $ 1,197.6 $ 1,003.2 $ 2,338.6 $ 2,060.5
Cost of sales 1,035.7 837.1 2,021.7 1,713.3
Gross profit 161.9 166.1 316.9 347.2
Operating expenses:        
Selling and distribution 75.6 62.9 158.3 131.6
General and administrative 74.3 56.3 137.8 119.6
Amortization expense 18.1 18.0 36.3 36.4
Other operating expense, net 15.6 24.8 46.9 44.5
Total operating expenses 183.6 162.0 379.3 332.1
Operating (loss) income (21.7) 4.1 (62.4) 15.1
Other expense (income):        
Interest expense 20.6 18.5 39.8 43.6
Loss on extinguishment of debt 0.0 0.0 0.0 14.4
Loss (gain) on foreign currency exchange 2.9 (1.3) 0.1 (2.6)
Other income, net (11.6) (6.5) (67.1) (33.9)
Total other expense (income) 11.9 10.7 (27.2) 21.5
Loss before income taxes (33.6) (6.6) (35.2) (6.4)
Income tax benefit (3.0) (1.4) (1.8) (1.6)
Net loss from continuing operations (30.6) (5.2) (33.4) (4.8)
Net income from discontinued operations 1.2 13.6 1.0 14.7
Net (loss) income $ (29.4) $ 8.4 $ (32.4) $ 9.9
Earnings (loss) per common share - basic:        
Continuing operations (in usd per share) $ (0.55) $ (0.09) $ (0.60) $ (0.09)
Discontinued operations (in usd per share) 0.02 0.24 0.02 0.26
Earnings (loss) per share basic (in usd per share) [1] (0.53) 0.15 (0.58) 0.18
Earnings (loss) per common share - diluted:        
Continuing operations (in usd per share) (0.55) (0.09) (0.60) (0.09)
Discontinued operations (in usd per share) 0.02 0.24 0.02 0.26
Earnings (loss) per share diluted (in usd per share) [1] $ (0.53) $ 0.15 $ (0.58) $ 0.18
Weighted average common shares:        
Basic (in shares) 56.0 56.0 55.9 55.8
Diluted (in shares) 56.0 56.0 55.9 55.8
[1] The sum of the individual per share amounts may not add due to rounding.
v3.22.2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Statement of Comprehensive Income [Abstract]        
Net (loss) income $ (29.4) $ 8.4 $ (32.4) $ 9.9
Other comprehensive (loss) income:        
Foreign currency translation adjustments (10.6) 5.8 (6.3) 6.7
Pension and postretirement reclassification adjustment 0.0 0.2 0.1 0.3
Other comprehensive income (10.6) 6.0 (6.2) 7.0
Comprehensive (loss) income $ (40.0) $ 14.4 $ (38.6) $ 16.9
v3.22.2
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        
Treasury stock, beginning balance (in shares) at Dec. 31, 2020         (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 (loss) 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        
Treasury stock, ending balance (in shares) at Mar. 31, 2021         (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, 2020   58.3        
Treasury stock, beginning balance (in shares) at Dec. 31, 2020         (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 9.9          
Other comprehensive income (loss) 7.0          
Ending balance (in shares) at Jun. 30, 2021   58.6        
Treasury stock, ending balance (in shares) at Jun. 30, 2021         (2.9)  
Ending balance at Jun. 30, 2021 1,858.5 $ 0.6 2,181.5 (133.3) $ (133.3) (57.0)
Beginning balance (in shares) at Mar. 31, 2021   58.6        
Treasury stock, beginning balance (in shares) at Mar. 31, 2021         (2.4)  
Beginning balance at Mar. 31, 2021 1,864.5 $ 0.6 2,176.9 (141.7) $ (108.3) (63.0)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net (loss) income 8.4     8.4    
Other comprehensive income (loss) 6.0         6.0
Issuance of stock awards (in shares)   0.0        
Issuance of stock awards (0.1)   (0.1)      
Stock-based compensation 4.7   4.7      
Treasury stock repurchases (in shares)         (0.5)  
Treasury stock repurchases (25.0)       $ (25.0)  
Ending balance (in shares) at Jun. 30, 2021   58.6        
Treasury stock, ending balance (in shares) at Jun. 30, 2021         (2.9)  
Ending balance at Jun. 30, 2021 1,858.5 $ 0.6 2,181.5 (133.3) $ (133.3) (57.0)
Beginning balance (in shares) at Dec. 31, 2021   58.7        
Treasury stock, beginning balance (in shares) at Dec. 31, 2021         (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 (loss) 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        
Treasury stock, ending balance (in shares) at Mar. 31, 2022         (2.9)  
Ending balance at Mar. 31, 2022 1,847.8 $ 0.6 2,188.4 (158.7) $ (133.3) (49.2)
Beginning balance (in shares) at Dec. 31, 2021   58.7        
Treasury stock, beginning balance (in shares) at Dec. 31, 2021         (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 (32.4)          
Other comprehensive income (loss) (6.2)          
Ending balance (in shares) at Jun. 30, 2022   58.9        
Treasury stock, ending balance (in shares) at Jun. 30, 2022         (2.9)  
Ending balance at Jun. 30, 2022 1,813.6 $ 0.6 2,194.2 (188.1) $ (133.3) (59.8)
Beginning balance (in shares) at Mar. 31, 2022   58.9        
Treasury stock, beginning balance (in shares) at Mar. 31, 2022         (2.9)  
Beginning balance at Mar. 31, 2022 1,847.8 $ 0.6 2,188.4 (158.7) $ (133.3) (49.2)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net (loss) income (29.4)     (29.4)    
Other comprehensive income (loss) (10.6)         (10.6)
Stock-based compensation 5.8   5.8      
Ending balance (in shares) at Jun. 30, 2022   58.9        
Treasury stock, ending balance (in shares) at Jun. 30, 2022         (2.9)  
Ending balance at Jun. 30, 2022 $ 1,813.6 $ 0.6 $ 2,194.2 $ (188.1) $ (133.3) $ (59.8)
v3.22.2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Cash flows from operating activities:    
Net (loss) income $ (32.4) $ 9.9
Net income from discontinued operations 1.0 14.7
Net loss from continuing operations (33.4) (4.8)
Adjustments to reconcile net (loss) income to net cash used in operating activities:    
Depreciation and amortization 105.1 107.3
Stock-based compensation 10.1 9.4
Loss on extinguishment of debt 0.0 14.4
Unrealized gain on derivative contracts (62.3) (27.9)
Other (1.3) 6.2
Changes in operating assets and liabilities, net of acquisitions and divestitures:    
Receivables (9.4) 49.8
Inventories (178.2) (115.8)
Prepaid expenses and other assets (11.2) (18.5)
Accounts payable 147.4 (19.8)
Accrued expenses and other liabilities 6.6 (44.3)
Net cash used in operating activities - continuing operations (26.6) (44.0)
Net cash used in operating activities - discontinued operations 0.0 (6.8)
Net cash used in operating activities (26.6) (50.8)
Cash flows from investing activities:    
Additions to property, plant, and equipment (62.2) (55.1)
Additions to intangible assets (4.6) (6.6)
Proceeds from sale of fixed assets 4.8 1.3
Acquisitions 0.0 (5.1)
Proceeds from sale of investments 0.0 17.2
Net cash used in investing activities - continuing operations (62.0) (48.3)
Net cash provided by investing activities - discontinued operations 0.0 85.3
Net cash (used in) provided by investing activities (62.0) 37.0
Cash flows from financing activities:    
Borrowings under Revolving Credit Facility 48.0 133.5
Payments under Revolving Credit Facility (48.0) (113.5)
Payments on financing lease obligations (0.9) (1.1)
Payment of deferred financing costs (1.6) (7.5)
Payments on Term Loans (14.3) (1,129.6)
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)
Repurchases of common stock 0.0 (25.0)
Payments related to stock-based award activities (3.3) (7.9)
Net cash used in financing activities - continuing operations (20.1) (333.0)
Net cash used in financing activities - discontinued operations 0.0 0.0
Net cash used in financing activities (20.1) (333.0)
Effect of exchange rate changes on cash and cash equivalents (0.8) (0.4)
Net decrease in cash and cash equivalents (109.5) (347.2)
Cash and cash equivalents, beginning of period 308.6 364.6
Cash and cash equivalents, end of period 199.1 17.4
Supplemental cash flow disclosures:    
Interest paid 26.6 43.6
Net income taxes paid 1.2 1.2
Non-cash investing and financing activities:    
Accrued purchase of property and equipment 21.2 20.7
Accrued other intangible assets 1.4 3.0
Right-of-use assets obtained in exchange for lease obligations 43.0 6.0
Accrued deferred financing costs $ 0.0 $ 1.0
v3.22.2
Basis of Presentation
6 Months Ended
Jun. 30, 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.
v3.22.2
Recent Accounting Pronouncements
6 Months Ended
Jun. 30, 2022
Accounting Changes and Error Corrections [Abstract]  
Recent Accounting Pronouncements
2. RECENT ACCOUNTING PRONOUNCEMENTS

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 has been or will be applied as these contracts are modified to reference other rates. The Company adopted this guidance during the second quarter of 2022 as a result of a modification to a receivable sale agreement. The adoption did not have a material impact on the Company's financial statements.
v3.22.2
Growth, Reinvestment, and Restructuring Programs
6 Months Ended
Jun. 30, 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 $84.6 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 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 retention, severance, information technology system implementation, costs to exit facilities, 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 as well as additional cash bonuses and stock-based compensation to drive retention through 2023.

The costs by activity for the Growth, Reinvestment, and Restructuring Programs are outlined below:
 Three Months Ended
June 30,
Six Months Ended
June 30,
 2022202120222021
 (In millions)
Strategic Growth Initiatives$8.8 $14.5 $26.8 $30.6 
Other6.8 7.7 20.9 11.2 
Total$15.6 $22.2 $47.7 $41.8 
 
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
June 30,
Six Months Ended
June 30,
2022202120222021
 (In millions)
Employee-related4.2 7.1 $20.8 $12.0 
Other costs11.4 15.1 26.9 29.8 
Total$15.6 $22.2 $47.7 $41.8 
 
For the three and six months ended June 30, 2022 and 2021, employee-related costs primarily consisted of retention, severance, 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 June 30, 2022:  
 SeveranceRetentionTotal Exit Cost Liabilities
 (In millions)
Balance as of December 31, 2021$3.9 $9.7 $13.6 
Expenses recognized7.4 11.5 18.9 
Cash payments(4.8)(15.4)(20.2)
Balance as of June 30, 2022$6.5 $5.8 $12.3 
 
The severance and retention liabilities are included in Accrued expenses in the Condensed Consolidated Balance Sheets.
v3.22.2
Receivables Sales Program
6 Months Ended
Jun. 30, 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:
June 30, 2022December 31, 2021
 (In millions)
Outstanding accounts receivable sold$426.3 $357.3 
Receivables collected and not remitted to financial institutions241.8 205.0 
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:
Six Months Ended June 30,
20222021
 (In millions)
Receivables sold$1,105.5 $781.9 
Receivables collected and remitted to financial institutions(1,036.5)(829.6)

The loss on sale of receivables represents the discount taken by third-party financial institutions and was $1.4 million and $0.6 million for the three months ended June 30, 2022 and 2021, respectively, and $2.0 million and $1.1 million for the six months ended June 30, 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 June 30, 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.
v3.22.2
Inventories
6 Months Ended
Jun. 30, 2022
Inventory Disclosure [Abstract]  
Inventories
5. INVENTORIES

June 30, 2022December 31, 2021
 (In millions)
Raw materials and supplies$334.5 $260.9 
Finished goods519.6 416.9 
Total inventories$854.1 $677.8 
v3.22.2
Divestiture
6 Months Ended
Jun. 30, 2022
Discontinued Operations and Disposal Groups [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 Company classified the proceeds within Net cash provided by investing activities - discontinued operations, and a pre-tax gain was recognized on the transaction upon closing of $18.4 million as a component of Net income from discontinued operations in the Condensed Consolidated Statements of Operations. The sale of this business was 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 and six months ended June 30, 2022 or 2021 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
June 30,
Six Months Ended
June 30,
2022202120222021
(In millions)(In millions)
Net sales$(0.3)$30.9 $(0.6)$78.4 
Cost of sales(0.6)27.7 (0.6)69.1 
Selling, general, administrative and other operating expenses0.1 3.2 — 7.4 
Gain on sale of business— (18.4)— (18.4)
Operating income from discontinued operations0.2 18.4 — 20.3 
Interest and other expense— 0.3 — 0.7 
Income tax (benefit) expense(1.0)4.5 (1.0)4.9 
Net income from discontinued operations$1.2 $13.6 $1.0 $14.7 
v3.22.2
Goodwill and Intangible Assets
6 Months Ended
Jun. 30, 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 six months ended June 30, 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 adjustments(0.8)(0.6)(1.4)
Balance at June 30, 2022$1,325.1 $854.9 $2,180.0 
Intangible Assets

The gross carrying amounts and accumulated amortization of intangible assets as of June 30, 2022 and December 31, 2021 are as follows:

 June 30, 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$847.5 $(484.4)$363.1 $848.6 $(459.2)$389.4 
Contractual agreements0.5 (0.5)— 0.5 (0.5)— 
Trademarks96.1 (41.3)54.8 96.2 (38.1)58.1 
Formulas/recipes25.3 (23.3)2.0 25.3 (22.9)2.4 
Computer software211.8 (131.2)80.6 207.4 (124.7)82.7 
Total finite lived intangibles1,181.2 (680.7)500.5 1,178.0 (645.4)532.6 
Intangible assets with indefinite lives:
Trademarks22.3 — 22.3 22.4 — 22.4 
Total intangible assets$1,203.5 $(680.7)$522.8 $1,200.4 $(645.4)$555.0 
v3.22.2
Income Taxes
6 Months Ended
Jun. 30, 2022
Income Tax Disclosure [Abstract]  
Income Taxes
8. INCOME TAXES
 
Income taxes were recognized at effective rates of 8.9% and 5.1% for the three and six months ended June 30, 2022, respectively, compared to 21.2% and 25.0% for the three and six months ended June 30, 2021, respectively. The change in the Company's effective tax rate for the three months ended June 30, 2022 compared to 2021 is primarily driven by the estimated amount of annual pre-tax earnings, a change in the income tax benefit from the release of tax reserves, and withholding taxes accrued in 2022. The change in the Company's effective tax rate for the six months ended June 30, 2022 compared to 2021 is primarily driven by the estimated amount of annual pre-tax earnings, a change in the income tax benefit from the release of tax reserves, and a change in the 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 $1.5 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 $0.4 million of the $1.5 million could affect net income when settled. The timing of cash settlement, if any, cannot be reasonably estimated for uncertain tax benefits.
v3.22.2
Long-Term Debt
6 Months Ended
Jun. 30, 2022
Debt Disclosure [Abstract]  
Long-Term Debt
9. LONG-TERM DEBT
 
June 30, 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 leases2.3 3.1 
Total outstanding debt1,907.3 1,922.4 
Deferred financing costs(15.7)(16.1)
Less current portion(8.1)(15.6)
Total long-term debt$1,883.5 $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 June 30, 2022 was 2.66%. Including the impact of interest rate swap agreements in effect as of June 30, 2022, the average rate is 4.01%.

Revolving Credit Facility — As of June 30, 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 June 30, 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 June 30, 2022, the aggregate fair value of the Company's total debt was $1,775.4 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.
v3.22.2
Earnings Per Share
6 Months Ended
Jun. 30, 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
June 30,
Six Months Ended
June 30,
2022202120222021
(In millions, except per share data)
Weighted average common shares outstanding56.0 56.0 55.9 55.8 
Assumed exercise/vesting of equity awards (1)— — — — 
Weighted average diluted common shares outstanding56.0 56.0 55.9 55.8 
 
(1)For the three and six months ended June 30, 2022 and 2021, 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 1.8 million and 1.4 million for the three and six months ended June 30, 2022, respectively, and 1.8 million and 1.5 million for the three and six months ended June 30, 2021, respectively.
v3.22.2
Stock-Based Compensation
6 Months Ended
Jun. 30, 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.

Total compensation expense related to stock-based payments and the related income tax benefit recognized in Net loss from continuing operations are as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2022202120222021
(In millions)(In millions)
Compensation expense related to stock-based payments$5.8 $4.5 $10.1 $9.4 
Related income tax benefit1.4 1.1 2.4 2.5 

All amounts below include continuing and discontinued operations.

 Stock Options — The following table summarizes stock option activity during the six months ended June 30, 2022. Stock options granted under the plan have a three year vesting schedule, vest one-third on the second anniversary of the grant date and two-thirds on the third anniversary of the grant date, and expire ten years from the grant date. Stock options are generally only granted to employees and non-employee directors.

Employee
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term (years)
Aggregate
Intrinsic
Value
 (In thousands)  (In millions)
Outstanding, at December 31, 20211,149 $79.51 2.3$— 
Granted376 42.69 
Forfeited(34)42.69 
Expired(173)65.18 
Outstanding, at June 30, 20221,318 71.84 4.0— 
Vested/expected to vest, at June 30, 20221,245 73.55 3.7— 
Exercisable, at June 30, 2022977 82.04 2.0— 

Unrecognized compensation costs related to nonvested options totaled $5.1 million at June 30, 2022 and are expected to be recognized over a weighted average period of 2.9 years. The weighted average grant date fair value of options granted in 2022 was $15.62.
Stock options are valued using the Black-Scholes option pricing model. Expected volatility is based on the historical volatility of the Company’s stock price. The risk-free rate for periods within the contractual life of the stock options is based on the U.S. Treasury yield curve in effect at the time of the grant. We based our expected term on the simplified method as described under the SEC Staff Accounting Bulletin No. 107. The weighted average assumptions used to calculate the value of the stock option awards granted are presented as follows:

Six Months Ended
June 30,
2022
Dividend yield%
Risk-free rate2.93 %
Expected volatility38.54 %
Expected term (in years)6.33



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 with the following exceptions:

On June 9, 2022, restricted stock unit awards were granted that vest on the passage of time on the eighteen month anniversary of the grant date. The fair value of the awards was $37.90 on approximately 62,000 units granted.
On December 29, 2021, 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. The fair value of the awards was $40.03 on approximately 51,200 units granted.
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 six months ended June 30, 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) 
Nonvested, at December 31, 2021660 $48.88 50 $48.15 
Granted664 31.75 51 31.25 
Vested(254)50.81 (30)48.59 
Forfeited(157)41.06 — — 
Nonvested, at June 30, 2022913 37.23 71 35.88 
Vested and deferred, at June 30, 202220 47.50 
 
 Three Months Ended
June 30,
Six Months Ended
June 30,
 2022202120222021
 (In millions)(In millions)
Fair value of vested restricted stock units$1.7 $3.6 $9.3 $20.0 
Tax benefit recognized from vested restricted stock units0.3 0.9 1.5 3.2 
 
Unrecognized compensation costs related to nonvested restricted stock units are approximately $30.6 million as of June 30, 2022 and will be recognized over a weighted average period of 2.1 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 ("TSR") 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 TSR measure, depending on the achievement attainment over the three-year performance period based on the Company’s absolute annualized TSR relative to the annualized TSR of a Peer Group. The fair value of the portion of the awards based on relative TSR 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.
During the second quarter of 2022, the Company made grants to certain of the Company’s named executive officers and certain other executive officers of performance-based restricted stock units (the "PBRSU Awards"). The PBRSU Awards include a relative TSR market condition over a two-year performance period beginning on the date of grant. The units will accrue, multiplied by a predefined percentage between 0% to 450% for the relative TSR measure, depending on the achievement attainment over the two-year performance period based on Company’s absolute annualized TSR relative to the annualized TSR of the S&P Food & Beverage Select Industry Index (the "Index"). The fair value of the awards was valued using a Monte Carlo simulation model with a weighted average grant-date fair value of $58.36 on approximately 239,300 units granted in 2022.

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 with the exception of the PBRSU Awards on the second anniversary. The Company intends to settle these awards in stock and has the shares available to do so.

Performance unit awards with market conditions are valued using a Monte Carlo simulation model. Expected volatility is based on the historical volatility of the Company’s stock price, average peer group stock price, or the total return value of the Index. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant with a term equivalent to the expected term of the award. The expected term is the time period from the grant date to the end of the performance period. The weighted average assumptions used in the Monte Carlo simulations were as follows:

Six Months Ended
June 30,
20222021
Dividend yield%%
Risk-free rate2.36 %0.30 %
Expected volatility (TreeHouse Foods, Inc.)36.84 %35.65 %
Expected volatility (Peer Group)36.64 %37.72 %
Expected volatility (Index)
16.30 %N/A
Expected term (in years)2.142.75
The following table summarizes the performance unit activity during the six months ended June 30, 2022:  
Performance
Units
Weighted
Average
Grant Date
Fair Value
 (In thousands) 
Nonvested, at December 31, 2021480 $54.21 
Granted429 45.75 
Vested(63)64.55 
Forfeited(191)54.29 
Nonvested, at June 30, 2022655 44.98 
 
 Three Months Ended
June 30,
Six Months Ended
June 30,
 2022202120222021
 (In millions)(In millions)
Fair value of vested performance units$— $— $2.0 $5.6 
Tax benefit recognized from performance units vested— (0.1)0.2 0.2 

Unrecognized compensation costs related to nonvested performance units are estimated to be approximately $19.6 million as of June 30, 2022 and are expected to be recognized over a weighted average period of 1.8 years. The fair value of the portion of the awards earned based on market conditions were 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.
v3.22.2
Accumulated Other Comprehensive Loss
6 Months Ended
Jun. 30, 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 $(64.0)
Other comprehensive income before reclassifications6.7 — 6.7 
Reclassifications from accumulated other comprehensive loss (2)— 0.3 0.3 
Other comprehensive income6.7 0.3 7.0 
Balance at June 30, 2021$(60.6)$3.6 $(57.0)
Balance at December 31, 2021$(70.9)$17.3 $(53.6)
Other comprehensive loss before reclassifications(6.3)— (6.3)
Reclassifications from accumulated other comprehensive loss (2)— 0.1 0.1 
Other comprehensive (loss) income(6.3)0.1 (6.2)
Balance at June 30, 2022$(77.2)$17.4 $(59.8)
  
(1)The tax impact of the foreign currency translation adjustment and the unrecognized pension and postretirement benefits reclassification was insignificant for the three and six months ended June 30, 2022 and 2021.
(2)Refer to Note 13 for additional information regarding these reclassifications.
v3.22.2
Employee Retirement and Postretirement Benefits
6 Months Ended
Jun. 30, 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
June 30,
Six Months Ended
June 30,
 2022202120222021
 (In millions)(In millions)
Service cost$0.2 $0.2 $0.3 $0.4 
Interest cost2.3 2.1 4.6 4.3 
Expected return on plan assets(3.8)(3.4)(7.6)(6.9)
Amortization of unrecognized prior service cost— 0.1 — 0.1 
Amortization of unrecognized net loss— 0.1 0.1 0.2 
Net periodic pension benefit$(1.3)$(0.9)$(2.6)$(1.9)

Components of net periodic postretirement cost are as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
 2022202120222021
 (In millions)(In millions)
Interest cost$0.1 $0.1 $0.3 $0.3 
Net periodic postretirement cost$0.1 $0.1 $0.3 $0.3 

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.
v3.22.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 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 Foods 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 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, resolved federal securities class action, Public Employees' Retirement Systems of Mississippi v. TreeHouse Foods, Inc., et al., Case No. 1:16-cv-10632 ("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 was based on essentially the same facts described above. The parties filed a stipulation of settlement to resolve the MPERS class action 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 a final judgment dismissing the case with prejudice on a classwide basis.

Due to the similarity of the derivative complaints, Bartelt was consolidated with Lavin, Ann Arbor was consolidated with Wells. Plaintiffs in the consolidated Wells case filed an amended, consolidated complaint on February 28, 2022. Defendants moved to dismiss the amended, consolidated Wells complaint, and on July 25, 2022 the Court dismissed the amended, consolidated Wells complaint without prejudice. The consolidated Lavin case remains stayed through August 15, 2022 pending the ruling on dispositive motions in the Wells case. 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 June 30, 2022.

Employment Related Claims

On October 20, 2015, the first of a number of class actions were filed in California state court, which were consolidated under the caption Negrete v. Ralcorp Holdings, Inc., et al. (the "Negrete Action") in the U.S. District Court for the Central District of California, in which plaintiffs challenged wage and hour practices at three former Company manufacturing facilities in California. On February 7, 2022, the court granted final approval of the settlement to resolve the Negrete Action which included a payment by the Company of $9.4 million in exchange for the release of claims against the defendants and for the dismissal of the matter with prejudice. The payment was completed by the Company 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 captioned TreeHouse Foods, Inc. et al. v. Green Mountain Coffee Roasters, Inc. et al. asserting claims under the federal antitrust laws, 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. The Company 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 granting in part and denying in part the TreeHouse sanctions motion against KGM and denying the KGM sanctions motion against TreeHouse. KGM has appealed a portion of the Opinion and Order awarding sanctions to the Company. KGM is denying the allegations made by the Company in the litigation. The Company has not recorded any amount in its Condensed Consolidated Financial Statements as of June 30, 2022.
v3.22.2
Derivative Instruments
6 Months Ended
Jun. 30, 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 June 30, 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 June 30, 2022 and December 31, 2021, the notional value of the foreign currency contracts outstanding was $3.8 million and $5.5 million, respectively. These foreign currency contracts have maturities expiring throughout 2022 and 2023 as of June 30, 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, 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 June 30, 2022 and December 31, 2021, the notional value of the commodity contracts outstanding was $31.5 million and $58.8 million, respectively. These commodity contracts have maturities expiring throughout 2022 and 2023 as of June 30, 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. 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 June 30, 2022 and December 31, 2021, the notional value of the total return swap contract was $4.5 million and $7.0 million, respectively.
 The following table identifies the fair value of each derivative instrument:
 June 30, 2022December 31, 2021
(In millions)
Asset derivatives
Commodity contracts$14.5 $3.9 
Interest rate swap agreements1.0 — 
 $15.5 $3.9 
Liability derivatives
Commodity contracts$1.5 $0.9 
Foreign currency contracts0.1 0.2 
Interest rate swap agreements— 51.2 
 $1.6 $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
June 30,
Six Months Ended
June 30,
 Recognized in Net Income (Loss)2022202120222021
  (In millions)(In millions)
Mark-to-market unrealized gain (loss)    
Commodity contractsOther income, net$(1.7)$3.0 $10.0 $5.2 
Foreign currency contractsOther income, net— (0.5)0.1 (0.8)
Interest rate swap agreementsOther income, net13.1 3.7 52.2 23.4 
Total return swap contractGeneral and administrative— — — 0.1 
Total unrealized gain $11.4 $6.2 $62.3 $27.9 
Realized gain (loss) 
Commodity contractsManufacturing related to Cost of sales and transportation related to Selling and distribution$6.7 $7.9 $9.8 $15.5 
Foreign currency contractsCost of sales(0.1)— (0.2)— 
Interest rate swap agreementsInterest expense(4.8)(6.2)(10.8)(12.3)
Total return swap contractsGeneral and administrative(0.7)0.6 (1.1)0.6 
Total realized gain (loss) $1.1 $2.3 $(2.3)$3.8 
Total gain $12.5 $8.5 $60.0 $31.7 
v3.22.2
Segment Information
6 Months Ended
Jun. 30, 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
June 30,
Six Months Ended
June 30,
 2022202120222021
 (In millions)(In millions)
Net sales to external customers:    
Meal Preparation$765.9 $647.6 $1,494.0 $1,326.1 
Snacking & Beverages431.7 355.6 844.6 734.4 
Total$1,197.6 $1,003.2 $2,338.6 $2,060.5 
Direct operating income:
Meal Preparation$56.0 $65.2 $115.8 $145.7 
Snacking & Beverages38.8 36.9 60.9 78.6 
Total94.8 102.1 176.7 224.3 
Unallocated selling, general, and administrative expenses(80.3)(59.9)(151.9)(128.9)
Unallocated cost of sales(2.5)4.7 (4.0)0.6 
Unallocated corporate expense and other (1)(33.7)(42.8)(83.2)(80.9)
Operating (loss) income(21.7)4.1 (62.4)15.1 
Other (expense) income(11.9)(10.7)27.2 (21.5)
Loss before income taxes$(33.6)$(6.6)$(35.2)$(6.4)

(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
June 30,
Six Months Ended
June 30,
 2022202120222021
 (In millions)(In millions)
Center store grocery$496.4 $438.6 $955.9 $852.7 
Main course269.5 209.0 538.1 473.4 
Total Meal Preparation765.9 647.6 1,494.0 1,326.1 
Sweet & savory snacks337.4 273.4 640.9 546.4 
Beverages & drink mixes94.3 82.2 203.7 188.0 
Total Snacking & Beverages431.7 355.6 844.6 734.4 
Total net sales $1,197.6 $1,003.2 $2,338.6 $2,060.5 

Segment revenue disaggregated by sales channel is as follows:

Three Months Ended
June 30,
Six Months Ended
June 30,
 2022202120222021
 (In millions)(In millions)
Retail grocery$567.3 $481.4 $1,116.3 $1,006.2 
Food-away-from-home79.3 74.2 151.3 135.9 
Industrial, co-manufacturing, and other119.3 92.0 226.4 184.0 
Total Meal Preparation765.9 647.6 1,494.0 1,326.1 
Retail grocery359.0 302.5 710.0 629.8 
Food-away-from-home2.5 4.7 4.4 8.2 
Industrial, co-manufacturing, and other70.2 48.4 130.2 96.4 
Total Snacking & Beverages431.7 355.6 844.6 734.4 
Total net sales $1,197.6 $1,003.2 $2,338.6 $2,060.5 
v3.22.2
Recent Accounting Pronouncements (Policies)
6 Months Ended
Jun. 30, 2022
Accounting Changes and Error Corrections [Abstract]  
Recently Issued Accounting Pronouncements
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 has been or will be applied as these contracts are modified to reference other rates. The Company adopted this guidance during the second quarter of 2022 as a result of a modification to a receivable sale agreement. The adoption did not have a material impact on the Company's financial statements.
v3.22.2
Growth, Reinvestment, and Restructuring Programs (Tables)
6 Months Ended
Jun. 30, 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
June 30,
Six Months Ended
June 30,
2022202120222021
 (In millions)
Employee-related4.2 7.1 $20.8 $12.0 
Other costs11.4 15.1 26.9 29.8 
Total$15.6 $22.2 $47.7 $41.8 
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 June 30, 2022:  
 SeveranceRetentionTotal Exit Cost Liabilities
 (In millions)
Balance as of December 31, 2021$3.9 $9.7 $13.6 
Expenses recognized7.4 11.5 18.9 
Cash payments(4.8)(15.4)(20.2)
Balance as of June 30, 2022$6.5 $5.8 $12.3 
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
June 30,
Six Months Ended
June 30,
 2022202120222021
 (In millions)
Strategic Growth Initiatives$8.8 $14.5 $26.8 $30.6 
Other6.8 7.7 20.9 11.2 
Total$15.6 $22.2 $47.7 $41.8 
v3.22.2
Receivable Sales Program (Tables)
6 Months Ended
Jun. 30, 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:
June 30, 2022December 31, 2021
 (In millions)
Outstanding accounts receivable sold$426.3 $357.3 
Receivables collected and not remitted to financial institutions241.8 205.0 
The following table summarizes the cash flows of the Company's accounts receivables associated with the Receivables Sales Program:
Six Months Ended June 30,
20222021
 (In millions)
Receivables sold$1,105.5 $781.9 
Receivables collected and remitted to financial institutions(1,036.5)(829.6)
v3.22.2
Inventories (Tables)
6 Months Ended
Jun. 30, 2022
Inventory Disclosure [Abstract]  
Schedule of Inventories
June 30, 2022December 31, 2021
 (In millions)
Raw materials and supplies$334.5 $260.9 
Finished goods519.6 416.9 
Total inventories$854.1 $677.8 
v3.22.2
Divestiture (Tables)
6 Months Ended
Jun. 30, 2022
Discontinued Operations and Disposal Groups [Abstract]  
Schedule of Disposal Groups, Including Discontinued Operations
Results of discontinued operations are as follows:

Three Months Ended
June 30,
Six Months Ended
June 30,
2022202120222021
(In millions)(In millions)
Net sales$(0.3)$30.9 $(0.6)$78.4 
Cost of sales(0.6)27.7 (0.6)69.1 
Selling, general, administrative and other operating expenses0.1 3.2 — 7.4 
Gain on sale of business— (18.4)— (18.4)
Operating income from discontinued operations0.2 18.4 — 20.3 
Interest and other expense— 0.3 — 0.7 
Income tax (benefit) expense(1.0)4.5 (1.0)4.9 
Net income from discontinued operations$1.2 $13.6 $1.0 $14.7 
v3.22.2
Goodwill and Intangible Assets (Tables)
6 Months Ended
Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Changes in Carrying Amount of Goodwill
Changes in the carrying amount of goodwill for the six months ended June 30, 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 adjustments(0.8)(0.6)(1.4)
Balance at June 30, 2022$1,325.1 $854.9 $2,180.0 
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 June 30, 2022 and December 31, 2021 are as follows:

 June 30, 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$847.5 $(484.4)$363.1 $848.6 $(459.2)$389.4 
Contractual agreements0.5 (0.5)— 0.5 (0.5)— 
Trademarks96.1 (41.3)54.8 96.2 (38.1)58.1 
Formulas/recipes25.3 (23.3)2.0 25.3 (22.9)2.4 
Computer software211.8 (131.2)80.6 207.4 (124.7)82.7 
Total finite lived intangibles1,181.2 (680.7)500.5 1,178.0 (645.4)532.6 
Intangible assets with indefinite lives:
Trademarks22.3 — 22.3 22.4 — 22.4 
Total intangible assets$1,203.5 $(680.7)$522.8 $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 June 30, 2022 and December 31, 2021 are as follows:

 June 30, 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$847.5 $(484.4)$363.1 $848.6 $(459.2)$389.4 
Contractual agreements0.5 (0.5)— 0.5 (0.5)— 
Trademarks96.1 (41.3)54.8 96.2 (38.1)58.1 
Formulas/recipes25.3 (23.3)2.0 25.3 (22.9)2.4 
Computer software211.8 (131.2)80.6 207.4 (124.7)82.7 
Total finite lived intangibles1,181.2 (680.7)500.5 1,178.0 (645.4)532.6 
Intangible assets with indefinite lives:
Trademarks22.3 — 22.3 22.4 — 22.4 
Total intangible assets$1,203.5 $(680.7)$522.8 $1,200.4 $(645.4)$555.0 
v3.22.2
Long-Term Debt (Tables)
6 Months Ended
Jun. 30, 2022
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt
June 30, 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 leases2.3 3.1 
Total outstanding debt1,907.3 1,922.4 
Deferred financing costs(15.7)(16.1)
Less current portion(8.1)(15.6)
Total long-term debt$1,883.5 $1,890.7 
v3.22.2
Earnings Per Share (Tables)
6 Months Ended
Jun. 30, 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
June 30,
Six Months Ended
June 30,
2022202120222021
(In millions, except per share data)
Weighted average common shares outstanding56.0 56.0 55.9 55.8 
Assumed exercise/vesting of equity awards (1)— — — — 
Weighted average diluted common shares outstanding56.0 56.0 55.9 55.8 
 
(1)For the three and six months ended June 30, 2022 and 2021, 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 1.8 million and 1.4 million for the three and six months ended June 30, 2022, respectively, and 1.8 million and 1.5 million for the three and six months ended June 30, 2021, respectively.
v3.22.2
Stock-Based Compensation (Tables)
6 Months Ended
Jun. 30, 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 from continuing operations are as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2022202120222021
(In millions)(In millions)
Compensation expense related to stock-based payments$5.8 $4.5 $10.1 $9.4 
Related income tax benefit1.4 1.1 2.4 2.5 
Summary of Stock Option Activity Stock options are generally only granted to employees and non-employee directors.
Employee
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term (years)
Aggregate
Intrinsic
Value
 (In thousands)  (In millions)
Outstanding, at December 31, 20211,149 $79.51 2.3$— 
Granted376 42.69 
Forfeited(34)42.69 
Expired(173)65.18 
Outstanding, at June 30, 20221,318 71.84 4.0— 
Vested/expected to vest, at June 30, 20221,245 73.55 3.7— 
Exercisable, at June 30, 2022977 82.04 2.0— 
Schedule of Weighted Average Assumptions Used to Calculate the Value of Awards Granted The weighted average assumptions used to calculate the value of the stock option awards granted are presented as follows:
Six Months Ended
June 30,
2022
Dividend yield%
Risk-free rate2.93 %
Expected volatility38.54 %
Expected term (in years)6.33
Schedule of Restricted Stock Unit Activity
The following table summarizes the restricted stock unit activity during the six months ended June 30, 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) 
Nonvested, at December 31, 2021660 $48.88 50 $48.15 
Granted664 31.75 51 31.25 
Vested(254)50.81 (30)48.59 
Forfeited(157)41.06 — — 
Nonvested, at June 30, 2022913 37.23 71 35.88 
Vested and deferred, at June 30, 202220 47.50 
Schedule of Highlight of Restricted Stock Unit Activity
 Three Months Ended
June 30,
Six Months Ended
June 30,
 2022202120222021
 (In millions)(In millions)
Fair value of vested restricted stock units$1.7 $3.6 $9.3 $20.0 
Tax benefit recognized from vested restricted stock units0.3 0.9 1.5 3.2 
Schedule of Assumptions Used in the Monte Carlo Simulation The weighted average assumptions used in the Monte Carlo simulations were as follows:
Six Months Ended
June 30,
20222021
Dividend yield%%
Risk-free rate2.36 %0.30 %
Expected volatility (TreeHouse Foods, Inc.)36.84 %35.65 %
Expected volatility (Peer Group)36.64 %37.72 %
Expected volatility (Index)
16.30 %N/A
Expected term (in years)2.142.75
Schedule of Performance Unit Activity
The following table summarizes the performance unit activity during the six months ended June 30, 2022:  
Performance
Units
Weighted
Average
Grant Date
Fair Value
 (In thousands) 
Nonvested, at December 31, 2021480 $54.21 
Granted429 45.75 
Vested(63)64.55 
Forfeited(191)54.29 
Nonvested, at June 30, 2022655 44.98 
Schedule of Highlight of Performance Unit Activity
 Three Months Ended
June 30,
Six Months Ended
June 30,
 2022202120222021
 (In millions)(In millions)
Fair value of vested performance units$— $— $2.0 $5.6 
Tax benefit recognized from performance units vested— (0.1)0.2 0.2 
v3.22.2
Accumulated Other Comprehensive Loss (Tables)
6 Months Ended
Jun. 30, 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 $(64.0)
Other comprehensive income before reclassifications6.7 — 6.7 
Reclassifications from accumulated other comprehensive loss (2)— 0.3 0.3 
Other comprehensive income6.7 0.3 7.0 
Balance at June 30, 2021$(60.6)$3.6 $(57.0)
Balance at December 31, 2021$(70.9)$17.3 $(53.6)
Other comprehensive loss before reclassifications(6.3)— (6.3)
Reclassifications from accumulated other comprehensive loss (2)— 0.1 0.1 
Other comprehensive (loss) income(6.3)0.1 (6.2)
Balance at June 30, 2022$(77.2)$17.4 $(59.8)
  
(1)The tax impact of the foreign currency translation adjustment and the unrecognized pension and postretirement benefits reclassification was insignificant for the three and six months ended June 30, 2022 and 2021.
(2)Refer to Note 13 for additional information regarding these reclassifications.
v3.22.2
Employee Retirement and Postretirement Benefits (Tables)
6 Months Ended
Jun. 30, 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
June 30,
Six Months Ended
June 30,
 2022202120222021
 (In millions)(In millions)
Service cost$0.2 $0.2 $0.3 $0.4 
Interest cost2.3 2.1 4.6 4.3 
Expected return on plan assets(3.8)(3.4)(7.6)(6.9)
Amortization of unrecognized prior service cost— 0.1 — 0.1 
Amortization of unrecognized net loss— 0.1 0.1 0.2 
Net periodic pension benefit$(1.3)$(0.9)$(2.6)$(1.9)

Components of net periodic postretirement cost are as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
 2022202120222021
 (In millions)(In millions)
Interest cost$0.1 $0.1 $0.3 $0.3 
Net periodic postretirement cost$0.1 $0.1 $0.3 $0.3 
v3.22.2
Derivative Instruments (Tables)
6 Months Ended
Jun. 30, 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:
 June 30, 2022December 31, 2021
(In millions)
Asset derivatives
Commodity contracts$14.5 $3.9 
Interest rate swap agreements1.0 — 
 $15.5 $3.9 
Liability derivatives
Commodity contracts$1.5 $0.9 
Foreign currency contracts0.1 0.2 
Interest rate swap agreements— 51.2 
 $1.6 $52.3 
Schedule of Gains and Losses on Derivative Contracts We recognized the following gains and losses on our derivative contracts in the Condensed Consolidated Statements of Operations:
Location of Gain (Loss)Three Months Ended
June 30,
Six Months Ended
June 30,
 Recognized in Net Income (Loss)2022202120222021
  (In millions)(In millions)
Mark-to-market unrealized gain (loss)    
Commodity contractsOther income, net$(1.7)$3.0 $10.0 $5.2 
Foreign currency contractsOther income, net— (0.5)0.1 (0.8)
Interest rate swap agreementsOther income, net13.1 3.7 52.2 23.4 
Total return swap contractGeneral and administrative— — — 0.1 
Total unrealized gain $11.4 $6.2 $62.3 $27.9 
Realized gain (loss) 
Commodity contractsManufacturing related to Cost of sales and transportation related to Selling and distribution$6.7 $7.9 $9.8 $15.5 
Foreign currency contractsCost of sales(0.1)— (0.2)— 
Interest rate swap agreementsInterest expense(4.8)(6.2)(10.8)(12.3)
Total return swap contractsGeneral and administrative(0.7)0.6 (1.1)0.6 
Total realized gain (loss) $1.1 $2.3 $(2.3)$3.8 
Total gain $12.5 $8.5 $60.0 $31.7 
v3.22.2
Segment Information (Tables)
6 Months Ended
Jun. 30, 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
June 30,
Six Months Ended
June 30,
 2022202120222021
 (In millions)(In millions)
Net sales to external customers:    
Meal Preparation$765.9 $647.6 $1,494.0 $1,326.1 
Snacking & Beverages431.7 355.6 844.6 734.4 
Total$1,197.6 $1,003.2 $2,338.6 $2,060.5 
Direct operating income:
Meal Preparation$56.0 $65.2 $115.8 $145.7 
Snacking & Beverages38.8 36.9 60.9 78.6 
Total94.8 102.1 176.7 224.3 
Unallocated selling, general, and administrative expenses(80.3)(59.9)(151.9)(128.9)
Unallocated cost of sales(2.5)4.7 (4.0)0.6 
Unallocated corporate expense and other (1)(33.7)(42.8)(83.2)(80.9)
Operating (loss) income(21.7)4.1 (62.4)15.1 
Other (expense) income(11.9)(10.7)27.2 (21.5)
Loss before income taxes$(33.6)$(6.6)$(35.2)$(6.4)

(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
June 30,
Six Months Ended
June 30,
 2022202120222021
 (In millions)(In millions)
Center store grocery$496.4 $438.6 $955.9 $852.7 
Main course269.5 209.0 538.1 473.4 
Total Meal Preparation765.9 647.6 1,494.0 1,326.1 
Sweet & savory snacks337.4 273.4 640.9 546.4 
Beverages & drink mixes94.3 82.2 203.7 188.0 
Total Snacking & Beverages431.7 355.6 844.6 734.4 
Total net sales $1,197.6 $1,003.2 $2,338.6 $2,060.5 

Segment revenue disaggregated by sales channel is as follows:

Three Months Ended
June 30,
Six Months Ended
June 30,
 2022202120222021
 (In millions)(In millions)
Retail grocery$567.3 $481.4 $1,116.3 $1,006.2 
Food-away-from-home79.3 74.2 151.3 135.9 
Industrial, co-manufacturing, and other119.3 92.0 226.4 184.0 
Total Meal Preparation765.9 647.6 1,494.0 1,326.1 
Retail grocery359.0 302.5 710.0 629.8 
Food-away-from-home2.5 4.7 4.4 8.2 
Industrial, co-manufacturing, and other70.2 48.4 130.2 96.4 
Total Snacking & Beverages431.7 355.6 844.6 734.4 
Total net sales $1,197.6 $1,003.2 $2,338.6 $2,060.5 
v3.22.2
Growth, Reinvestment, and Restructuring Programs - Additional Information (Details) - Strategic Growth Initiatives
$ in Millions
Jun. 30, 2022
USD ($)
Restructuring Cost and Reserve [Line Items]  
Restructuring costs incurred $ 84.6
Expected restructuring costs $ 130.0
v3.22.2
Growth, Reinvestment, and Restructuring Programs - Aggregate Expenses Incurred Associated with Facility Closure (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Restructuring Cost and Reserve [Line Items]        
Restructuring charges $ 15.6 $ 22.2 $ 47.7 $ 41.8
Restructuring and Margin Improvement Activities Categories        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges 15.6 22.2 47.7 41.8
Restructuring and Margin Improvement Activities Categories | Strategic Growth Initiatives        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges 8.8 14.5 26.8 30.6
Restructuring and Margin Improvement Activities Categories | Other        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges 6.8 7.7 20.9 11.2
Employee-related        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges 4.2 7.1 20.8 12.0
Other costs        
Restructuring Cost and Reserve [Line Items]        
Restructuring charges $ 11.4 $ 15.1 $ 26.9 $ 29.8
v3.22.2
Growth, Reinvestment, and Restructuring Programs - Activity of Restructuring Program Liabilities (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Restructuring Reserve [Roll Forward]        
Beginning Balance     $ 13.6  
Expenses recognized $ 15.6 $ 22.2 47.7 $ 41.8
Cash payments     (20.2)  
Ending Balance 12.3   12.3  
Expenses recognized        
Restructuring Reserve [Roll Forward]        
Expenses recognized     18.9  
Severance        
Restructuring Reserve [Roll Forward]        
Beginning Balance     3.9  
Cash payments     (4.8)  
Ending Balance 6.5   6.5  
Severance | Expenses recognized        
Restructuring Reserve [Roll Forward]        
Expenses recognized     7.4  
Retention        
Restructuring Reserve [Roll Forward]        
Beginning Balance     9.7  
Cash payments     (15.4)  
Ending Balance $ 5.8   5.8  
Retention | Expenses recognized        
Restructuring Reserve [Roll Forward]        
Expenses recognized     $ 11.5  
v3.22.2
Receivables Sales Program - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Receivables Sales Agreement [Line Items]        
Termination period     60 days  
Retained interest     $ 0  
Loss on sale of receivables $ 1,400,000 $ 600,000 2,000,000 $ 1,100,000
Maximum        
Receivables Sales Agreement [Line Items]        
Receivables held for sale $ 500,000,000   $ 500,000,000  
v3.22.2
Receivables Sales Program - Accounts Receivable Sold the Receivable Sales Program (Details) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Dec. 31, 2021
Receivables [Abstract]      
Outstanding accounts receivable sold $ 426.3   $ 357.3
Receivables collected and not remitted to financial institutions 241.8   $ 205.0
Receivables sold 1,105.5 $ 781.9  
Receivables collected and remitted to financial institutions $ (1,036.5) $ (829.6)  
v3.22.2
Inventories - Components (Details) - USD ($)
$ in Millions
Jun. 30, 2022
Dec. 31, 2021
Inventory Disclosure [Abstract]    
Raw materials and supplies $ 334.5 $ 260.9
Finished goods 519.6 416.9
Total inventories $ 854.1 $ 677.8
v3.22.2
Divestiture - Narrative (Details) - RTE Cereal - Disposed of by sale
$ in Millions
3 Months Ended 6 Months Ended
Jun. 01, 2021
USD ($)
manufacturing_plant
Jun. 30, 2022
USD ($)
Jun. 30, 2021
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 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        
Gain on sale of business $ 18.4 $ 0.2 $ 18.4 $ 0.0 $ 20.3
Number of manufacturing plants disposed of | manufacturing_plant 2        
TSA, maximum term 12 months        
TSA, renewal term 6 months        
v3.22.2
Divestiture - Results of Discontinued Operations on Income Statement (Details) - Disposed of by sale - RTE Cereal - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 01, 2021
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Net sales   $ (0.3) $ 30.9 $ (0.6) $ 78.4
Cost of sales   (0.6) 27.7 (0.6) 69.1
Selling, general, administrative and other operating expenses   0.1 3.2 0.0 7.4
Gain on sale of business   0.0 (18.4) 0.0 (18.4)
Operating income from discontinued operations $ 18.4 0.2 18.4 0.0 20.3
Interest and other expense   0.0 0.3 0.0 0.7
Income tax (benefit) expense   (1.0) 4.5 (1.0) 4.9
Net income from discontinued operations   $ 1.2 $ 13.6 $ 1.0 $ 14.7
v3.22.2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 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 (1.4)  
Balance at June 30, 2022 2,180.0  
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 (0.8)  
Balance at June 30, 2022 1,325.1  
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 (0.6)  
Balance at June 30, 2022 $ 854.9  
v3.22.2
Goodwill and Intangible Assets - Gross Carrying Amounts and Accumulated Amortization of Intangible Assets, with Finite Lives (Details) - USD ($)
$ in Millions
Jun. 30, 2022
Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 1,181.2 $ 1,178.0
Accumulated Amortization (680.7) (645.4)
Net Carrying Amount 500.5 532.6
Gross Carrying Amount 1,203.5 1,200.4
Net Carrying Amount 522.8 555.0
Trademarks    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets with indefinite lives 22.3 22.4
Customer-related    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 847.5 848.6
Accumulated Amortization (484.4) (459.2)
Net Carrying Amount 363.1 389.4
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 96.1 96.2
Accumulated Amortization (41.3) (38.1)
Net Carrying Amount 54.8 58.1
Formulas/recipes    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 25.3 25.3
Accumulated Amortization (23.3) (22.9)
Net Carrying Amount 2.0 2.4
Computer software    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 211.8 207.4
Accumulated Amortization (131.2) (124.7)
Net Carrying Amount $ 80.6 $ 82.7
v3.22.2
Income Taxes (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Income Tax Disclosure [Abstract]        
Effective income tax rate 8.90% 21.20% 5.10% 25.00%
Decrease in total amount of unrecognized tax benefits within the next 12 months $ 1.5   $ 1.5  
Decrease in unrecognized tax benefits is reasonably possible $ 0.4   $ 0.4  
v3.22.2
Long-Term Debt - Components (Details) - USD ($)
$ in Millions
Jun. 30, 2022
Dec. 31, 2021
Debt Instrument [Line Items]    
Finance leases $ 2.3 $ 3.1
Total outstanding debt 1,907.3 1,922.4
Deferred financing costs (15.7) (16.1)
Less current portion (8.1) (15.6)
Total long-term debt 1,883.5 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
v3.22.2
Long-Term Debt - Additional Information (Details)
3 Months Ended 6 Months Ended
Feb. 14, 2022
Feb. 13, 2022
Jun. 30, 2022
USD ($)
Jun. 30, 2021
USD ($)
Mar. 31, 2021
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 2021
USD ($)
Dec. 31, 2021
USD ($)
Debt Instrument [Line Items]                
Maximum leverage ratio   4.50            
Average interest rate on debt outstanding     2.66%          
Loss on extinguishment of debt     $ 0 $ 0   $ 0 $ 14,400,000  
Long-term debt, fair value     1,775,400,000     1,775,400,000   $ 1,899,500,000
Long-term debt, carrying value     1,905,000,000     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     730,000,000    
Revolving credit facility -maximum borrowing capacity     750,000,000     750,000,000    
Letters of credit facility issued but undrawn     $ 20,000,000     $ 20,000,000    
Interest rate swap agreements                
Debt Instrument [Line Items]                
Average interest rate on debt outstanding     4.01%          
v3.22.2
Earnings Per Share (Details) - shares
shares in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Earnings Per Share [Abstract]        
Weighted average common shares outstanding (in shares) 56.0 56.0 55.9 55.8
Assumed exercise/vesting of equity awards (in shares) 0.0 0.0 0.0 0.0
Weighted average diluted common shares outstanding (in shares) 56.0 56.0 55.9 55.8
Equity awards, excluded from computation of diluted earnings (in shares) 1.8 1.8 1.4 1.5
v3.22.2
Stock-Based Compensation - Additional Information (Details)
$ / shares in Units, $ in Millions
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 09, 2022
$ / shares
shares
Dec. 29, 2021
installment
$ / shares
shares
Jun. 30, 2022
USD ($)
$ / shares
shares
Jun. 30, 2022
USD ($)
installment
$ / shares
shares
Jun. 30, 2021
$ / shares
shares
Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Weighted average grant date fair value (in usd per share) | $ / shares       $ 15.62    
Stock Option            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Award vesting period       3 years    
Award expiration period       10 years    
Compensation costs, unrecognized | $     $ 5.1 $ 5.1    
Compensation costs, recognition weighted average remaining period (in years)       2 years 10 months 24 days    
Restricted Stock Units            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Award vesting period 18 months     3 years    
Compensation costs, unrecognized | $     30.6 $ 30.6    
Compensation costs, recognition weighted average remaining period (in years)       2 years 1 month 6 days    
Weighted average grant date fair value, granted (in usd per share) | $ / shares $ 37.90 $ 40.03        
Stock units, granted (in shares) | shares 62,000 51,200        
Restricted Stock Units | Executive Members            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Award vesting period   6 months        
Number of installments | installment   3   3    
Performance Units            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Compensation costs, unrecognized | $     $ 19.6 $ 19.6    
Compensation costs, recognition weighted average remaining period (in years)       1 year 9 months 18 days    
Weighted average grant date fair value, granted (in usd per share) | $ / shares       $ 45.75    
Stock units, granted (in shares) | shares       429,000    
Accrual of units (as a percent)       25.00%   33.00%
Performance based compensation period       3 years    
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) | $ / shares       $ 26.84 $ 59.16  
Units granted (in shares) | shares       52,600 23,200  
Performance Units | Executive Officer            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Weighted average grant date fair value, granted (in usd per share) | $ / shares     $ 58.36      
Stock units, granted (in shares) | shares     239,300      
Performance based compensation period     2 years      
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 | Minimum | Executive Officer            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
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%    
Performance Units | Maximum | Executive Officer            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Predefined percentage for calculation of performance achievement unit awards     450.00%      
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) | shares     17,500,000 17,500,000    
v3.22.2
Stock-Based Compensation - Summary of Total Compensation Expense (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Share-Based Payment Arrangement [Abstract]        
Compensation expense related to stock-based payments $ 5.8 $ 4.5 $ 10.1 $ 9.4
Related income tax benefit $ 1.4 $ 1.1 $ 2.4 $ 2.5
v3.22.2
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions
6 Months Ended 12 Months Ended
Jun. 30, 2022
Dec. 31, 2021
Employee Options    
Beginning balance (in shares) 1,149  
Granted (in shares) 376  
Forfeited (in shares) (34)  
Expired (in shares) (173)  
Ending balance (in shares) 1,318 1,149
Vested/expected to vest, at June 30, 2022 1,245  
Exercisable, at June 30, 2022 977  
Weighted Average Exercise Price    
Beginning balance (in usd per share) $ 79.51  
Granted (in usd per share) 42.69  
Forfeited (in usd per share) 42.69  
Expired (in usd per share) 65.18  
Ending balance (in usd per share) 71.84 $ 79.51
Vested/expected to vest, at June 30, 2022 (in usd per share) 73.55  
Exercisable, at June 30, 2022 (in usd per share) $ 82.04  
Weighted Average Remaining Contractual Term (years)    
Outstanding 4 years 2 years 3 months 18 days
Vested/expected to vest, at June 30, 2022 3 years 8 months 12 days  
Exercisable, at June 30, 2022 2 years  
Aggregate Intrinsic Value    
Beginning balance $ 0.0  
Ending balance 0.0 $ 0.0
Vested/expected to vest 0.0  
Exercisable $ 0.0  
v3.22.2
Stock-Based Compensation - Shareholder Return Market Condition and Assumptions (Details)
6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Stock Option    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Dividend yield 0.00%  
Risk-free rate 2.93%  
Expected volatility 38.54%  
Expected term (in years) 6 years 3 months 29 days  
Performance Units    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Dividend yield 0.00% 0.00%
Risk-free rate 2.36% 0.30%
Expected term (in years) 2 years 1 month 20 days 2 years 9 months
Performance Units | Tree House Food    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected volatility 36.84% 35.65%
Performance Units | Peer Group    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected volatility 36.64% 37.72%
Performance Units | Index    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected volatility 16.30%  
v3.22.2
Stock-Based Compensation - Summary of Restricted Stock and Restricted Stock Unit Activity (Details) - Restricted Stock Units - $ / shares
6 Months Ended
Jun. 09, 2022
Dec. 29, 2021
Jun. 30, 2022
Restricted Stock Units      
Stock units, granted (in shares) 62,000 51,200  
Weighted Average Grant Date Fair Value      
Weighted average grant date fair value, granted (in usd per share) $ 37.90 $ 40.03  
Employee      
Restricted Stock Units      
Stock units, outstanding, beginning balance (in shares)     660,000
Stock units, granted (in shares)     664,000
Stock units, vested (in shares)     (254,000)
Stock units, forfeited (in shares)     (157,000)
Stock units, outstanding, ending balance (in shares)     913,000
Weighted Average Grant Date Fair Value      
Weighted average grant date fair value, outstanding, beginning balance (in usd per share)     $ 48.88
Weighted average grant date fair value, granted (in usd per share)     31.75
Weighted average grant date fair value, vested (in usd per share)     50.81
Weighted average grant date fair value, forfeited (in usd per share)     41.06
Weighted average grant date fair value, outstanding, ending balance (in usd per share)     $ 37.23
Director      
Restricted Stock Units      
Stock units, outstanding, beginning balance (in shares)     50,000
Stock units, granted (in shares)     51,000
Stock units, vested (in shares)     (30,000)
Stock units, forfeited (in shares)     0
Stock units, outstanding, ending balance (in shares)     71,000
Stock units, vested and deferred (in shares)     20,000,000
Weighted Average Grant Date Fair Value      
Weighted average grant date fair value, outstanding, beginning balance (in usd per share)     $ 48.15
Weighted average grant date fair value, granted (in usd per share)     31.25
Weighted average grant date fair value, vested (in usd per share)     48.59
Weighted average grant date fair value, forfeited (in usd per share)     0
Weighted average grant date fair value, outstanding, ending balance (in usd per share)     35.88
Weighted average grant date fair value, vested and deferred (in usd per share)     $ 47.50
v3.22.2
Stock-Based Compensation - Summary of Employee and Director Restricted Stock and Restricted Stock Highlights (Details) - Restricted Stock Units - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Fair value of vested restricted stock units $ 1.7 $ 3.6 $ 9.3 $ 20.0
Tax benefit recognized from vested restricted stock units $ 0.3 $ 0.9 $ 1.5 $ 3.2
v3.22.2
Stock-Based Compensation - Summary of Performance Unit Activity (Details) - Performance Units
shares in Thousands
6 Months Ended
Jun. 30, 2022
$ / shares
shares
Performance Units  
Stock units, outstanding, beginning balance (in shares) | shares 480
Stock units, granted (in shares) | shares 429
Stock units, vested (in shares) | shares (63)
Stock units, forfeited (in shares) | shares (191)
Stock units, outstanding, ending balance (in shares) | shares 655
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 45.75
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 54.29
Weighted average grant date fair value, outstanding, ending balance (in usd per share) | $ / shares $ 44.98
v3.22.2
Stock-Based Compensation - Summary of Performance Unit Highlights (Details) - Performance Units - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Fair value of vested performance units $ 0.0 $ 0.0 $ 2.0 $ 5.6
Tax benefit recognized from performance units vested $ 0.0 $ (0.1) $ 0.2 $ 0.2
v3.22.2
Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2021
Mar. 31, 2021
Jun. 30, 2022
Jun. 30, 2021
AOCI Attributable to Parent, Net of Tax [Roll Forward]            
Beginning balance $ 1,847.8 $ 1,845.4 $ 1,864.5 $ 1,865.0 $ 1,845.4 $ 1,865.0
Other comprehensive income before reclassifications         (6.3) 6.7
Reclassifications from accumulated other comprehensive loss         0.1 0.3
Other comprehensive income (10.6) 4.4 6.0 1.0 (6.2) 7.0
Ending balance 1,813.6 1,847.8 1,858.5 1,864.5 1,813.6 1,858.5
Foreign Currency Translation            
AOCI Attributable to Parent, Net of Tax [Roll Forward]            
Beginning balance   (70.9)   (67.3) (70.9) (67.3)
Other comprehensive income before reclassifications         (6.3) 6.7
Reclassifications from accumulated other comprehensive loss         0.0 0.0
Other comprehensive income         (6.3) 6.7
Ending balance (77.2)   (60.6)   (77.2) (60.6)
Unrecognized Pension and Postretirement Benefits            
AOCI Attributable to Parent, Net of Tax [Roll Forward]            
Beginning balance   17.3   3.3 17.3 3.3
Other comprehensive income before reclassifications         0.0 0.0
Reclassifications from accumulated other comprehensive loss         0.1 0.3
Other comprehensive income         0.1 0.3
Ending balance 17.4   3.6   17.4 3.6
Accumulated Other Comprehensive Loss            
AOCI Attributable to Parent, Net of Tax [Roll Forward]            
Beginning balance (49.2) (53.6) (63.0) (64.0) (53.6) (64.0)
Other comprehensive income (10.6) 4.4 6.0 1.0    
Ending balance $ (59.8) $ (49.2) $ (57.0) $ (63.0) $ (59.8) $ (57.0)
v3.22.2
Employee Retirement and Postretirement Benefits - Summary of Net Periodic Cost of Pension and Postretirement Benefit Plans (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Pension Benefits        
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]        
Service cost $ 0.2 $ 0.2 $ 0.3 $ 0.4
Interest cost 2.3 2.1 4.6 4.3
Expected return on plan assets (3.8) (3.4) (7.6) (6.9)
Amortization of unrecognized prior service cost 0.0 0.1 0.0 0.1
Amortization of unrecognized net loss 0.0 0.1 0.1 0.2
Net periodic pension/postretirement (benefit) cost (1.3) (0.9) (2.6) (1.9)
Postretirement Benefits        
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]        
Interest cost 0.1 0.1 0.3 0.3
Net periodic pension/postretirement (benefit) cost $ 0.1 $ 0.1 $ 0.3 $ 0.3
v3.22.2
Commitments and Contingencies (Details)
$ in Millions
6 Months Ended
Jun. 30, 2022
USD ($)
complaint
Mar. 31, 2022
USD ($)
Feb. 07, 2022
USD ($)
Oct. 31, 2015
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      
v3.22.2
Derivative Instruments - Additional Information (Details) - USD ($)
Jun. 30, 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 $ 3,800,000 $ 5,500,000
Diesel Contract    
Derivative [Line Items]    
Derivative, nonmonetary notional amount 31,500,000 58,800,000
Total Return Swap    
Derivative [Line Items]    
Derivative notional amount $ 4,500,000 $ 7,000,000
v3.22.2
Derivative Instruments - Derivative, Fair Value, and Location on Condensed Consolidated Balance Sheets (Details) - USD ($)
$ in Millions
Jun. 30, 2022
Dec. 31, 2021
Derivatives, Fair Value [Line Items]    
Asset derivatives $ 15.5 $ 3.9
Liability derivatives 1.6 52.3
Commodity contracts    
Derivatives, Fair Value [Line Items]    
Asset derivatives 14.5 3.9
Liability derivatives 1.5 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]    
Asset derivatives 1.0 0.0
Liability derivatives $ 0.0 $ 51.2
v3.22.2
Derivative Instruments - Gains and Losses on Derivative Contracts (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Derivative Instruments, Gain (Loss) [Line Items]        
Mark to market unrealized (loss) gain, derivative     $ 62.3 $ 27.9
Total unrealized gain $ 11.4 $ 6.2 62.3 27.9
Total realized gain (loss) 1.1 2.3 (2.3) 3.8
Total gain 12.5 8.5 60.0 31.7
Commodity contracts | Other income, net        
Derivative Instruments, Gain (Loss) [Line Items]        
Mark to market unrealized (loss) gain, commodity (1.7) 3.0 10.0 5.2
Commodity contracts | Manufacturing related to Cost of sales and transportation related to Selling and distribution        
Derivative Instruments, Gain (Loss) [Line Items]        
Total realized gain (loss) 6.7 7.9 9.8 15.5
Foreign currency contracts | Other income, net        
Derivative Instruments, Gain (Loss) [Line Items]        
Mark to market unrealized (loss) gain, derivative 0.0 (0.5) 0.1 (0.8)
Foreign currency contracts | Cost of sales        
Derivative Instruments, Gain (Loss) [Line Items]        
Total realized gain (loss) (0.1) 0.0 (0.2) 0.0
Interest rate swap agreements | Other income, net        
Derivative Instruments, Gain (Loss) [Line Items]        
Mark to market unrealized (loss) gain, derivative 13.1 3.7 52.2 23.4
Interest rate swap agreements | Interest expense        
Derivative Instruments, Gain (Loss) [Line Items]        
Total realized gain (loss) (4.8) (6.2) (10.8) (12.3)
Total return swap contract | General and administrative        
Derivative Instruments, Gain (Loss) [Line Items]        
Mark to market unrealized (loss) gain, derivative 0.0 0.0 0.0 0.1
Total realized gain (loss) $ (0.7) $ 0.6 $ (1.1) $ 0.6
v3.22.2
Segment Information - Additional Information (Details)
6 Months Ended
Jun. 30, 2022
segment
Segment Reporting [Abstract]  
Number of segments 2
v3.22.2
Segment Information - Financial Information Relating to Reportable Segments (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Segment Reporting Information [Line Items]        
Net sales $ 1,197.6 $ 1,003.2 $ 2,338.6 $ 2,060.5
Unallocated cost of sales (1,035.7) (837.1) (2,021.7) (1,713.3)
Operating (loss) income (21.7) 4.1 (62.4) 15.1
Other (expense) income (11.9) (10.7) 27.2 (21.5)
Loss before income taxes (33.6) (6.6) (35.2) (6.4)
Meal Preparation        
Segment Reporting Information [Line Items]        
Net sales 765.9 647.6 1,494.0 1,326.1
Snacking & Beverages        
Segment Reporting Information [Line Items]        
Net sales 431.7 355.6 844.6 734.4
Operating Segments        
Segment Reporting Information [Line Items]        
Net sales 1,197.6 1,003.2 2,338.6 2,060.5
Direct operating income 94.8 102.1 176.7 224.3
Operating Segments | Meal Preparation        
Segment Reporting Information [Line Items]        
Net sales 765.9 647.6 1,494.0 1,326.1
Direct operating income 56.0 65.2 115.8 145.7
Operating Segments | Snacking & Beverages        
Segment Reporting Information [Line Items]        
Net sales 431.7 355.6 844.6 734.4
Direct operating income 38.8 36.9 60.9 78.6
Unallocated Amount to Segment        
Segment Reporting Information [Line Items]        
Unallocated selling, general, and administrative expenses (80.3) (59.9) (151.9) (128.9)
Unallocated cost of sales (2.5) 4.7 (4.0) 0.6
Unallocated corporate expense and other $ (33.7) $ (42.8) $ (83.2) $ (80.9)
v3.22.2
Segment Information - Disaggregation of Revenue (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Disaggregation of Revenue [Line Items]        
Net sales $ 1,197.6 $ 1,003.2 $ 2,338.6 $ 2,060.5
Retail grocery        
Disaggregation of Revenue [Line Items]        
Net sales 567.3 481.4    
Food-away-from-home        
Disaggregation of Revenue [Line Items]        
Net sales 79.3 74.2    
Industrial, co-manufacturing, and other        
Disaggregation of Revenue [Line Items]        
Net sales 119.3 92.0    
Meal Preparation        
Disaggregation of Revenue [Line Items]        
Net sales 765.9 647.6 1,494.0 1,326.1
Meal Preparation | Retail grocery        
Disaggregation of Revenue [Line Items]        
Net sales     1,116.3 1,006.2
Meal Preparation | Food-away-from-home        
Disaggregation of Revenue [Line Items]        
Net sales     151.3 135.9
Meal Preparation | Industrial, co-manufacturing, and other        
Disaggregation of Revenue [Line Items]        
Net sales     226.4 184.0
Meal Preparation | Center store grocery        
Disaggregation of Revenue [Line Items]        
Net sales 496.4 438.6 955.9 852.7
Meal Preparation | Main course        
Disaggregation of Revenue [Line Items]        
Net sales 269.5 209.0 538.1 473.4
Snacking & Beverages        
Disaggregation of Revenue [Line Items]        
Net sales 431.7 355.6 844.6 734.4
Snacking & Beverages | Retail grocery        
Disaggregation of Revenue [Line Items]        
Net sales 359.0 302.5 710.0 629.8
Snacking & Beverages | Food-away-from-home        
Disaggregation of Revenue [Line Items]        
Net sales 2.5 4.7 4.4 8.2
Snacking & Beverages | Industrial, co-manufacturing, and other        
Disaggregation of Revenue [Line Items]        
Net sales 70.2 48.4 130.2 96.4
Snacking & Beverages | Sweet & savory snacks        
Disaggregation of Revenue [Line Items]        
Net sales 337.4 273.4 640.9 546.4
Snacking & Beverages | Beverages & drink mixes        
Disaggregation of Revenue [Line Items]        
Net sales $ 94.3 $ 82.2 $ 203.7 $ 188.0