4,875

6,475

29,399

(19,806)

Recent Accounting Pronouncements

$ 20,523

$ 37,837

$ 41,701

$ 29,408

[1]	Net of tax of $157 and $158 for the three months ended June 30, 2016 and 2015, respectively, and $316 for the six months ended June 30, 2016 and 2015.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Pension and postretirement reclassification adjustment, tax	$ 157	$ 158	$ 316	$ 316

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Cash flows from operating activities:
Net income	$ 12,302	$ 49,214
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	80,512	30,888
Amortization	52,314	30,879
Stock-based compensation	14,324	10,463
Excess tax benefits from stock-based compensation	(3,523)	(4,583)
Mark-to-market loss (gain) on derivative contracts	2,970	(2,404)
Mark-to-market gain on investments	(128)	(154)
Loss on disposition of assets	1,347	179
Deferred income taxes	(3,097)	(2,155)
(Gain) loss on foreign currency exchange	(4,873)	9,000
Other	(770)	(761)
Changes in operating assets and liabilities, net of effect of acquisitions:
Receivables	13,616	58,199
Inventories	46,984	(24,127)
Prepaid expenses and other assets	(43,802)	1,827
Accounts payable, accrued expenses and other liabilities	68,833	(7,666)
Net cash provided by operating activities	237,009	148,799
Cash flows from investing activities:
Additions to property, plant, and equipment	(83,956)	(39,125)
Additions to intangible assets	(5,914)	(6,683)
Acquisitions, less cash acquired	(2,640,201)
Proceeds from sale of fixed assets	91	180
Purchase of investments	(530)	(311)
Increase in restricted cash	(605)
Other	(11)
Net cash (used in) provided by investing activities	(2,731,126)	(45,939)
Cash flows from financing activities:
Borrowings under Revolving Credit Facility	114,200	40,000
Payments under Revolving Credit Facility	(196,200)	(148,000)
Proceeds from issuance of Term Loan A-2	1,025,000
Proceeds from issuance of 2024 Notes	775,000
Payments on capitalized lease obligations and other debt	(2,140)	(2,017)
Payment of deferred financing costs	(34,328)
Payments on Term Loans	(15,156)	(4,000)
Net proceeds from issuance of common stock	835,131
Net (payments) receipts related to stock-based award activities	(762)	1,112
Excess tax benefits from stock-based compensation	3,523	4,583
Net cash provided by (used in) financing activities	2,504,268	(108,322)
Effect of exchange rate changes on cash and cash equivalents	6,521	(1,955)
Net increase (decrease) in cash and cash equivalents	16,672	(7,417)
Cash and cash equivalents, beginning of period	34,919	51,981
Cash and cash equivalents, end of period	$ 51,591	$ 44,564

Basis of Presentation

6 Months Ended

Jun. 30, 2016

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 generally accepted accounting principles 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, 2015. Results of operations for interim periods are not necessarily indicative of annual results.

On February 1, 2016, the Company acquired all of the outstanding common stock of Ralcorp Holdings, Inc., the Missouri corporation through which the private brands business of ConAgra Foods, Inc. (“Private Brands Business”) was operated. Ralcorp Holdings, Inc. was renamed TreeHouse Private Brands, Inc. during the first quarter of 2016. The results of operations of the Private Brands Business are included in our financial statements from the date of acquisition and are included in the North American Retail Grocery, Food Away From Home, and Industrial and Export segments, as applicable. The Private Brands Business is on a 4-4-5 fiscal calendar, and June 26, 2016 was the fiscal period end closest to the Company’s fiscal quarter end. This difference did not have a significant impact on the results of operations of the Private Brands Business.

The preparation of our Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to use our judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities, and 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, 2015.

Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2016

2. RECENT ACCOUNTING PRONOUNCEMENTS

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Improvements to Employee Share-Based Payment Accounting, to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is currently assessing the impact that this standard will have upon adoption.

In February 2016, the FASB issued ASU No. 2016-02, Leases, to increase transparency and comparability by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between existing GAAP and this ASU is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under existing GAAP. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The standard requires that entities apply the effects of these changes using a modified retrospective approach, which includes a number of optional practical expedients. The Company is currently assessing the impact that this standard will have upon adoption.

In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, to simplify the accounting for adjustments made to provisional amounts. This ASU requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The ASU also requires acquirers to present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This ASU is effective for fiscal periods beginning after December 15, 2015. The Company adopted the ASU during the first quarter of 2016. Adjustments to provisional amounts are disclosed in Note 4 on Acquisitions.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory, which requires entities to measure inventory at the lower of cost and net realizable value (“NRV”). This ASU will not apply to inventory valued under the last-in-first-out method. Under current guidance, an entity is required to measure inventory at the lower of cost or market, with market defined as replacement cost, NRV, or NRV less a normal profit margin. The three market measurements added complexity and reduced comparability in the valuation of inventory. FASB issued this ASU as part of its simplification initiative to address these issues. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is currently assessing the impact that this standard will have upon adoption.

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, providing additional guidance surrounding the disclosure of going concern uncertainties in the financial statements and implementing requirements for management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. The ASU is effective for fiscal years ending after December 15, 2016 and for interim periods thereafter. The Company does not anticipate the adoption of the ASU will result in additional disclosures, however, management will begin performing the periodic assessments required by the ASU on its effective date.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which introduced a new framework to be used when recognizing revenue in an attempt to reduce complexity and increase comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The standard requires that entities apply the effects of these changes to all prior years presented, upon adoption, using either the full retrospective method, which presents the impact of the change separately in each prior year presented, or the modified retrospective method, which includes the cumulative changes to all prior years presented in beginning retained earnings in the year of initial adoption. The Company has not yet determined which of the two adoption methods to elect. The FASB also issued ASU No. 2016-10, Identifying Performance Obligations and Licensing, and ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients, in April 2016 and May 2016, respectively, which amend the guidance in ASU 2014-09 and have the same effective date as the original standard. The Company is currently assessing the impact that these standards will have upon adoption.

The entire disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6507316

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Direct Effects of a Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=66092750

Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Indirect Effects of a Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6515603

Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Retrospective Application
-URI http://asc.fasb.org/extlink&oid=6523989

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-Name Accounting Standards Codification
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Restructuring

6 Months Ended

Jun. 30, 2016

Restructuring

3. RESTRUCTURING

Plant Closing Costs — The Company continually analyzes its plant network to align operations with the current and future needs of its customers. Facility closure decisions are made when the Company identifies opportunities to lower production costs or eliminate excess manufacturing capacity while maintaining a competitive cost structure, service levels, and product quality. Expenses associated with the facility closures are primarily aggregated in the Other operating expense, net line of the Condensed Consolidated Statements of Income, with the exception of asset-related costs, which are recorded in Cost of sales. The key information regarding the Company’s announced facility closures is outlined in the table below.

Facility Location

Date of Closure
Announcement

End of
Production

Full Facility
Closure

Primary Products
Produced

Primary Segment(s)
Affected

Total
Costs to
Close

    Total
    Cash
    Costs to
   Close

(In millions)

City of Industry, California

November 18,
2015

First quarter

of 2016

Third quarter

of 2016

Liquid non-
dairy creamer
and refrigerated
salad dressings

Food Away From
Home

$

7.7

$

3.9

Ayer,
Massachusetts

April 5, 2016

First quarter

of 2017

Third quarter

of 2017

Spoonable
dressings

North American
Retail Grocery,
Food Away From
Home

$

6.5

$

5.3

Azusa, California

May 24, 2016

Second quarter

of 2017

Second quarter

of 2017

Bars and snack
products

North American
Retail Grocery

$

14.9

$

13.2

Ripon, Wisconsin

May 24, 2016

Fourth quarter

of 2016

Fourth quarter

of 2016

Sugar wafer
cookies

North American
Retail Grocery

$

2.1

$

1.3

Total expected costs to close the City of Industry, California facility have been reduced by approximately $4.2 million since the initial announcement. Total expected costs to close all other facilities remain unchanged since the initial announcements.

Below is a summary of the plant closing costs:


	Three Months		Six Months		Cumulative		Total
	Ended		Ended		Costs		Expected
	June 30, 2016		June 30, 2016		To Date		Costs
	(In thousands)
Asset-related	$	674	$	1,506	$	4,526	$	7,540
Employee-related		1,292		1,963		3,125		8,547
Other closure costs		981		1,065		1,094		15,130

Total	$	2,947	$	4,534	$	8,745	$	31,217

Liabilities recorded as of June 30, 2016 associated with these plant closings relate to severance and the partial withdrawal from a multiemployer pension plan. The severance liability is included in the Accounts payable and accrued expenses line of the Condensed Consolidated Balance Sheets while the multiemployer pension plan withdrawal liability is included in the Other long-term liabilities line of the Condensed Consolidated Balance Sheets. The table below presents a reconciliation of the liabilities as of June 30, 2016:


	Severance			Multiemployer Pension Plan Withdrawal		Total Liabilities
	(In thousands)
Balance as of December 31, 2015	$	395		$	767	$	1,162
Expense		1,709			—		1,709
Payments		(477	)		—		(477	)

Balance as of June 30, 2016	$	1,627		$	767	$	2,394

Acquisitions

6 Months Ended

Jun. 30, 2016

Acquisitions

4. ACQUISITIONS

Private Brands Business

On February 1, 2016, the Company acquired the Private Brands Business, which is primarily engaged in manufacturing, distributing, and marketing private label products to retail grocery, food away from home, and industrial and export customers. The business’s primary product categories include snacks, retail bakery, pasta, cereal, bars, and condiments. The purchase price, after considering working capital adjustments, was approximately $2,644.4 million, net of acquired cash. The acquisition was funded by $835.1 million in net proceeds from a public sale of the Company’s common stock, $760.7 million in net proceeds from a private issuance of senior unsecured notes (“2024 Notes”), and a new $1,025.0 million term loan (“Term Loan A-2”), with the remaining balance funded by borrowings from the Company’s $900 million revolving credit facility (“Revolving Credit Facility”). The acquisition resulted in a broader portfolio of products and further diversified the Company’s product categories.

The Private Brands Business acquisition is accounted for under the acquisition method of accounting and the results of operations are included in our financial statements from the date of acquisition in the North American Retail Grocery, Food Away From Home, and Industrial and Export segments. Included in the Company’s Condensed Consolidated Statements of Income for the six months ended June 30, 2016 are the Private Brands Business’s net sales of approximately $1,286.6 million and net income of $32.1 million. Integration costs of $6.5 million were included in determining the net income.

We have made a preliminary allocation to net tangible and intangible assets acquired and liabilities assumed as follows:


	(In thousands)
Cash	$	43,358
Receivables		171,008
Inventory		444,860
Property, plant, and equipment		804,234
Customer relationships		510,900
Trade names		33,000
Software		19,576
Formulas		23,200
Other assets		52,418
Goodwill		1,129,507

Assets acquired		3,232,061
Deferred taxes		(136,622	)
Assumed current liabilities		(252,172	)
Assumed long-term liabilities		(155,545	)

Total purchase price	$	2,687,722

The Company allocated $496.1 million to customer relationships in the North American Retail Grocery segment, which have a preliminary estimated life of 13 years, and $14.8 million to customer relationships in the Food Away From Home segment, which have a preliminary estimated life of 10 years. The Company allocated $33.0 million to trade names, which have a preliminary estimated life of 10 years. The Company allocated $23.2 million to formulas, which have a preliminary estimated life of 5 years. The Company allocated $19.6 million to capitalized software with estimated lives of 1 to 5 years, depending on expected use. The aforementioned intangibles will be amortized on a straight line basis. The Company increased the cost of acquired inventories by approximately $8.4 million, and expensed the amount as a component of cost of sales. The Company has preliminarily allocated $1,055.6 million and $73.9 million of goodwill to the North American Retail Grocery and Food Away From Home segments, respectively. Goodwill arises principally as a result of expansion opportunities and synergies across both new and legacy product categories. None of the goodwill resulting from this acquisition is tax deductible. The Company incurred approximately $35.2 million in acquisition costs. These costs are included in the General and administrative expense line of the Condensed Consolidated Statements of Income. The purchase price allocation in the table above is preliminary and subject to the finalization of the Company’s valuation analysis, including adjustments to taxes.

The Company recorded purchase price adjustments related to taxes and working capital in the second quarter of 2016, resulting in an increase to goodwill of approximately $5.6 million. Subsequent to quarter end, the working capital adjustment was finalized on July 25, 2016, resulting in a payment of $4.2 million to ConAgra Foods, Inc. that is reflected as a purchase price adjustment. As a result of these adjustments, approximately $0.2 million was expensed to Cost of sales in the second quarter of 2016. The remaining adjustments did not impact the Condensed Consolidated Statements of Income.

The following unaudited pro forma information shows the results of operations for the Company as if its acquisition of the Private Brands Business had been completed as of January 1, 2015. Adjustments have been made for the pro forma effects of depreciation and amortization of tangible and intangible assets recognized as part of the business combination, the issuance of common stock, interest expense related to the financing of the business combination, and related income taxes. Excluded from the 2016 pro forma results are $35.2 million of costs incurred by the Company in connection with the acquisition. The 2015 pro forma results include $1.3 billion in asset impairment charges incurred by the seller. The pro forma results may not necessarily reflect actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations.


	Three Months Ended June 30,		Six Months Ended June 30,
	2015		2016		2015
	(In thousands, except per share data)
Pro forma net sales	$	1,678,636	$	3,135,525	$	3,349,034

Pro forma net income (loss)	$	26,562	$	34,017	$	(744,313	)

Pro forma basic earnings (loss) per common share	$	0.47	$	0.60	$	(13.25	)

Pro forma diluted earnings (loss) per common share	$	0.47	$	0.59	$	(13.25	)

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Property, Plant, and Equipment

Investments

6 Months Ended

Jun. 30, 2016

Investments

5. INVESTMENTS


	June 30, 2016		December 31, 2015
	(In thousands)
U.S. equity	$	6,988	$	5,283
Non-U.S. equity		1,622		1,574
Fixed income		1,031		1,531

Total investments	$	9,641	$	8,388

We determine the appropriate classification of our investments at the time of purchase and reevaluate such designation as of each balance sheet date. The Company accounts for investments in debt and marketable equity securities as held-to-maturity, available-for-sale, or trading, depending on their classification. The investments held by the Company are classified as trading securities and are stated at fair value, with changes in fair value recorded as a component of the Interest income or Interest expense line on the Condensed Consolidated Statements of Income. Cash flows from purchases, sales, and maturities of trading securities are included in cash flows from investing activities in the Condensed Consolidated Statements of Cash Flows based on the nature and purpose for which the securities were acquired.

Our investments include U.S. equity, non-U.S. equity, and fixed income securities that are classified as short-term investments on the Condensed Consolidated Balance Sheets. The U.S. equity, non-U.S. equity, and fixed income securities are classified as short-term investments as they have characteristics of other current assets and are actively managed.

We consider temporary cash investments with an original maturity of three months or less to be cash equivalents. As of June 30, 2016 and December 31, 2015, $50.9 million and $24.4 million, respectively, represents cash and equivalents held in foreign jurisdictions, in local currencies, that are convertible into other currencies. The cash and equivalents held in foreign jurisdictions are expected to be used for general corporate purposes in foreign jurisdictions, including capital projects and acquisitions. The Prepaid expenses and other current assets line on the Condensed Consolidated Balance Sheets also includes restricted cash of $2.9 million as of June 30, 2016, which relates to cash held to meet certain insurance requirements.

For the three and six months ended June 30, 2016, we recognized unrealized losses totaling $0.1 million and $0.4 million, respectively, that are included in the Interest expense line of the Condensed Consolidated Statements of Income and $0.2 million and $0.5 million, respectively, in unrealized gains that are included in the Interest income line of the Condensed Consolidated Statements of Income. Additionally, realized gains for the three months ended June 30, 2016 were insignificant, while for the six months ended June 30, 2016 we recognized realized gains totaling $0.1 million that are included in the Interest income line of the Condensed Consolidated Statements of Income. When securities are sold, their cost is determined based on the first-in, first-out method.

Inventories

6 Months Ended

Jun. 30, 2016

Inventories

6. INVENTORIES


	June 30,			December 31,
	2016			2015
	(In thousands)
Raw materials and supplies	$	420,711		$	274,007
Finished goods		588,972			331,535
LIFO reserve		(20,277	)		(21,427	)

Total inventories	$	989,406		$	584,115

Inventory is generally accounted for under the first-in, first-out (“FIFO”) method, but a portion is accounted for under the last-in, first-out (“LIFO”) method or the weighted average costing approach. Approximately $98.5 million and $88.1 million of our inventory was accounted for under the LIFO method of accounting at June 30, 2016 and December 31, 2015, respectively. Approximately $131.7 million and $128.9 million of our inventory was accounted for using the weighted average costing approach at June 30, 2016 and December 31, 2015, respectively.

Property, Plant, and Equipment

6 Months Ended

Jun. 30, 2016

7. PROPERTY, PLANT, AND EQUIPMENT


	June 30,			December 31,
	2016			2015
	(In thousands)
Land	$	70,326		$	25,954
Buildings and improvements		455,062			226,134
Machinery and equipment		1,225,112			681,711
Construction in progress		108,486			24,493

Total		1,858,986			958,292
Less accumulated depreciation		(497,716	)		(416,764	)

Property, plant, and equipment, net	$	1,361,270		$	541,528

Depreciation expense was $44.9 million and $15.5 million for the three months ended June 30, 2016 and 2015, respectively, and $80.5 million and $30.9 million for the six months ended June 30, 2016 and 2015, respectively.

Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2016

Goodwill and Intangible Assets

8. GOODWILL AND INTANGIBLE ASSETS

Changes in the carrying amount of goodwill for the six months ended June 30, 2016 are as follows:


	North American		Food Away		Industrial
	Retail Grocery		From Home		and Export		Total
	(In thousands)
Balance at December 31, 2015	$	1,423,441	$	92,267	$	134,086	$	1,649,794
Acquisitions		1,050,383		73,541		—		1,123,924
Purchase price adjustments		5,218		365		—		5,583
Foreign currency exchange adjustments		7,947		775		—		8,722

Balance at June 30, 2016	$	2,486,989	$	166,948	$	134,086	$	2,788,023

The Company has not incurred any goodwill impairments since its inception.

The carrying amounts of our intangible assets with indefinite lives, other than goodwill, as of June 30, 2016 and December 31, 2015 are as follows:


	June 30, 2016		December 31, 2015
	(In thousands)
Trademarks	$	26,584	$	25,229

Total indefinite lived intangibles	$	26,584	$	25,229

The increase in the indefinite lived intangibles balance is due to foreign currency translation.

The gross carrying amounts and accumulated amortization of intangible assets, with finite lives, as of June 30, 2016 and December 31, 2015 are as follows:


	June 30, 2016							December 31, 2015
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(In thousands)							(In thousands)
Intangible assets with finite lives:
Customer-related	$	1,289,210	$	(251,734	)	$	1,037,476	$	769,419	$	(208,962	)	$	560,457
Contractual agreements		2,974		(2,874	)		100		2,964		(2,831	)		133
Trademarks		65,362		(13,544	)		51,818		32,240		(11,091	)		21,149
Formulas/recipes		33,777		(10,201	)		23,576		10,471		(7,824	)		2,647
Computer software		104,671		(48,727	)		55,944		78,039		(40,999	)		37,040

Total finite lived intangibles	$	1,495,994	$	(327,080	)	$	1,168,914	$	893,133	$	(271,707	)	$	621,426

Total intangible assets, excluding goodwill, as of June 30, 2016 and December 31, 2015 were $1,195.5 million and $646.7 million, respectively. Amortization expense on intangible assets for the three months ended June 30, 2016 and 2015 was $28.5 million and $15.6 million, respectively, and $52.3 million and $30.9 million for the six months ended June 30, 2016 and 2015, respectively. Estimated amortization expense on intangible assets for 2016 and the next four years is as follows:


	(In thousands)
2016	$	109,818
2017	$	111,535
2018	$	104,388
2019	$	102,961
2020	$	101,285

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

Accounts Payable and Accrued Expenses

Accounts Payable and Accrued Expenses

6 Months Ended

Jun. 30, 2016

9. ACCOUNTS PAYABLE AND ACCRUED EXPENSES


	June 30,		December 31,
	2016		2015
	(In thousands)
Accounts payable	$	439,672	$	202,065
Payroll and benefits		68,389		27,467
Interest		26,016		6,241
Taxes		21,450		1,499
Health insurance, workers’ compensation, and other insurance costs		18,248		9,331
Marketing expenses		18,794		7,435
Other accrued liabilities		13,854		6,542

Total	$	606,423	$	260,580

Income Taxes

6 Months Ended

Jun. 30, 2016

Income Taxes

10. INCOME TAXES

Income taxes were recorded at an effective rate of 29.4% and 29.3% for the three and six months ended June 30, 2016, respectively, compared to 34.4% and 33.1% for the three and six months ended June 30, 2015, respectively. During the quarter, the Company’s effective tax rate was favorably impacted by the reversal of a $0.9 million tax reserve assumed in a prior acquisition. The Company also recognized $0.9 million of non-operating expense for the write-off of the related indemnification asset, which is included in the Other (income) expense, net line of the Condensed Consolidated Statements of Income.

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.

The Company’s effective tax rate differs from the U.S. federal statutory tax rate primarily due to state tax expense and the benefits associated with the federal domestic production activities deduction and an intercompany financing structure entered into in conjunction with the E.D. Smith Foods, Ltd. (“E.D. Smith”) acquisition in 2007.

The Internal Revenue Service (“IRS”) completed the examination of Flagstone Foods, Inc.’s 2013 tax year during the quarter, with no proposed adjustments to the Company’s tax liability. The Canadian Revenue Agency (“CRA”) is currently examining the 2008 through 2013 tax years of E.D. Smith. The CRA examination is expected to be completed in 2016 or 2017. The Company has examinations in process with various state taxing authorities, which are expected to be complete in 2016.

Management estimates that it is reasonably possible that the total amount of unrecognized tax benefits could decrease by as much as $17.6 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. Less than $0.1 million of the $17.6 million would affect net income when settled.

Long-Term Debt

6 Months Ended

Jun. 30, 2016

Long-Term Debt

11. LONG-TERM DEBT


	June 30,			December 31,
	2016			2015
	(In thousands)
Revolving Credit Facility	$	271,000		$	353,000
Term Loan A		291,750			295,500
Term Loan A-1		185,000			190,000
Term Loan A-2		1,018,594			—
2022 Notes		400,000			400,000
2024 Notes		775,000			—
Tax increment financing and other debt		4,786			6,002

Total outstanding debt		2,946,130			1,244,502
Deferred financing costs		(36,699	)		(7,868	)
Less current portion		(49,929	)		(14,893	)

Total long-term debt	$	2,859,502		$	1,221,741

On February 1, 2016, coincident with the closing of the acquisition of the Private Brands Business, the Company entered into the Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement amended the Company’s prior credit agreement, dated as of May 6, 2014 (as amended from time to time prior to February 1, 2016, the “Prior Credit Agreement”).

The Amended and Restated Credit Agreement (1) amended the maturity dates of the Revolving Credit Facility, Term Loan A, and Term Loan A-1 so that they are conterminous and mature on February 1, 2021, (2) provided for the issuance of Term Loan A-2, (3) is now a secured facility until, among other conditions, the Company reaches a leverage ratio of 3.5 and has no other pari-passu secured debt outstanding, and (4) increased credit spreads. The proceeds from Term Loan A-2 were used to fund a portion of the purchase price of the Private Brands Business. The Amended and Restated Credit Agreement contains substantially the same covenants as the Prior Credit Agreement with adjustments to reflect the incurrence of Term Loan A-2.

In connection with the Amended and Restated Credit Agreement, $20.3 million in fees will be amortized ratably through February 1, 2021. Fees associated with Term Loan A, Term Loan A-1, and Term Loan A-2 (the “Term Loans”) are presented as a direct deduction from outstanding debt, while fees associated with the Revolving Credit Facility are presented as an asset. Beginning February 1, 2016, unamortized fees associated with the Prior Credit Agreement will be amortized ratably through February 1, 2021.

The Revolving Credit Facility and the Term Loans are known collectively as the “Amended and Restated Credit Agreement.” The Company’s average interest rate on debt outstanding under its Amended and Restated Credit Agreement for the three months ended June 30, 2016 was 2.50%.

Revolving Credit Facility — As of June 30, 2016, $575.4 million of the aggregate commitment of $900 million of the Revolving Credit Facility was available. Under the Amended and Restated Credit Agreement, the Revolving Credit Facility matures on February 1, 2021, as compared to a maturity date of May 6, 2019 under the Prior Credit Agreement. In addition, as of June 30, 2016, there were $53.6 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.

Interest is payable quarterly or at the end of the applicable interest period in arrears on any outstanding borrowings. The interest rates under the Amended and Restated Credit Agreement are based on the Company’s consolidated leverage ratio, and are determined by either (i) LIBOR, plus a margin ranging from 1.25% to 3.00% (inclusive of the facility fee), based on the Company’s consolidated leverage ratio, or (ii) a Base Rate (as defined in the Amended and Restated Credit Agreement), plus a margin ranging from 0.25% to 2.00% (inclusive of the facility fee), based on the Company’s consolidated leverage ratio.

The Amended and Restated Credit Agreement is fully and unconditionally, as well as jointly and severally, guaranteed by our 100% owned direct and indirect subsidiaries described as follows: During the first quarter of 2016, Protenergy Holdings, Inc. and Protenergy Natural Foods, Inc. were added as guarantors. Additionally, in connection with the acquisition of the Private Brands Business, TreeHouse Private Brands, Inc. (formerly Ralcorp Holdings, Inc.); American Italian Pasta Co.; Nutcracker Brands; Linette Quality Chocolates; Ralcorp Frozen Bakery Products, Inc.; Cottage Bakery, Inc.; and The Carriage House Companies, Inc. were added as guarantors during the first quarter of 2016. As a result, Bay Valley Foods, LLC; Sturm Foods, Inc.; S.T. Specialty Foods, Inc.; Associated Brands, Inc.; Cains Foods, Inc.; Cains Foods L.P.; Cains GP, LLC; and Flagstone Foods, Inc., together with the subsidiaries added in the first quarter as noted above, and certain other subsidiaries that may become guarantors in the future are collectively known as the “Guarantor Subsidiaries.” The Amended and Restated Credit Agreement contains various financial and restrictive covenants and requires that the Company maintain certain financial ratios, including a leverage and interest coverage ratio. The Amended and Restated Credit Agreement also contains cross-default provisions which could result in the acceleration of payments in the event TreeHouse or the Guarantor Subsidiaries (i) fails to make a payment when due in respect of any indebtedness or guarantee having an aggregate principal amount greater than $75 million or (ii) fails to observe or perform any other agreement or condition related to such indebtedness or guarantee as a result of which the holder(s) of such debt are permitted to accelerate the payment of such debt. The Amended and Restated Credit Agreement is secured by substantially all personal property of TreeHouse and its Guarantor Subsidiaries.

Term Loan A — On May 6, 2014, the Company entered into a $300 million term loan whose maturity date was amended in connection with the Amended and Restated Credit Agreement. The new maturity date is February 1, 2021, as compared to May 6, 2021 under the Prior Credit Agreement. The interest rates applicable to Term Loan A are based on the Company’s consolidated leverage ratio, and are determined by either (i) LIBOR, plus a margin ranging from 1.25% to 3.00%, or (ii) a Base Rate (as defined in the Amended and Restated Credit Agreement), plus a margin ranging from 0.25% to 2.00%. Payments are due on a quarterly basis. Term Loan A is subject to substantially the same covenants as the Revolving Credit Facility, and also has the same Guarantor Subsidiaries. As of June 30, 2016, $291.8 million was outstanding under Term Loan A.

Term Loan A-1 — On July 29, 2014, the Company entered into a $200 million term loan whose maturity date was amended in connection with the Amended and Restated Credit Agreement. The new maturity date is February 1, 2021, as compared to May 6, 2019 under the Prior Credit Agreement. The interest rates applicable to Term Loan A-1 are based on the Company’s consolidated leverage ratio, and are determined by either (i) LIBOR, plus a margin ranging from 1.25% to 3.00%, or (ii) a Base Rate (as defined in the Amended and Restated Credit Agreement), plus a margin ranging from 0.25% to 2.00%. Payments are due on a quarterly basis. Term Loan A-1 is subject to substantially the same covenants as the Revolving Credit Facility, and has the same Guarantor Subsidiaries. As of June 30, 2016, $185.0 million was outstanding under Term Loan A-1.

Term Loan A-2 — On February 1, 2016, the Company entered into a $1,025 million term loan pursuant to the Amended and Restated Credit Agreement. Term Loan A-2 matures on February 1, 2021. The interest rates applicable to Term Loan A-2 are based on the Company’s consolidated leverage ratio, and are determined by either (i) LIBOR, plus a margin ranging from 1.25% to 3.00%, or (ii) a Base Rate (as defined in the Amended and Restated Credit Agreement), plus a margin ranging from 0.25% to 2.00%. Payments are due on a quarterly basis starting June 30, 2016. Term Loan A-2 is subject to substantially the same covenants as the Revolving Credit Facility, and has the same Guarantor Subsidiaries. As of June 30, 2016, $1,018.6 million was outstanding under Term Loan A-2.

2022 Notes — On March 11, 2014, the Company completed its underwritten public offering of $400 million in aggregate principal amount of 4.875% notes due March 15, 2022 (the “2022 Notes”). The net proceeds of $394 million ($400 million less underwriting discount of $6 million, providing an effective interest rate of 4.99%) were used to extinguish the Company’s previously issued 7.75% notes due on March 1, 2018 (the “2018 Notes”). Interest is payable on March 15 and September 15 of each year. The 2022 Notes will mature on March 15, 2022.

The Company may redeem some or all of the 2022 Notes at any time prior to March 15, 2017 at a price equal to 100% of the principal amount of the 2022 Notes redeemed, plus an applicable “make-whole” premium. On or after March 15, 2017, the Company may redeem some or all of the 2022 Notes at redemption prices set forth in the Indenture. In addition, at any time prior to March 15, 2017, the Company may redeem up to 35% of the 2022 Notes at a redemption price of 104.875% of the principal amount of the 2022 Notes redeemed with the net cash proceeds of certain equity offerings.

Subject to certain limitations, in the event of a change in control of the Company, the Company will be required to make an offer to purchase the 2022 Notes at a purchase price equal to 101% of the principal amount of the 2022 Notes, plus accrued and unpaid interest up to the purchase date.

2024 Notes — On January 29, 2016, the Company completed an exempt offering under Rule 144A and Regulation S of the Securities Act of $775 million in aggregate principal amount of 6.0% notes due February 15, 2024. The net proceeds from the issuance of the 2024 Notes (approximately $760.7 million after deducting issuance costs, providing an effective interest rate of 6.23%) were used to fund a portion of the purchase price of the Private Brands Business. Interest is payable on February 15 and August 15 of each year, beginning August 15, 2016. The 2024 Notes will mature on February 15, 2024.

The Company may redeem some or all of the 2024 Notes at any time on or after February 15, 2019 at the applicable redemption prices described in the Indenture plus accrued and unpaid interest, if any, up to but not including the redemption date. In addition, prior to February 15, 2019, the Company may redeem all or a portion of the 2024 Notes at a price equal to 100% of the principal amount plus the “make-whole” premium set forth in the Indenture plus accrued and unpaid interest, if any, up to but not including the redemption date. The Company may also redeem up to 40% of the 2024 Notes prior to February 15, 2019 with the net cash proceeds received from certain equity offerings at the redemption price set forth in the Indenture. In the event of certain change of control events, as described in the Indenture, the Company may be required to purchase the 2024 Notes from the holders at a purchase price of 101% of the principal amount plus any accrued and unpaid interest.

The Company issued the 2022 Notes and 2024 Notes pursuant to a single base Indenture among the Company, the Guarantor Subsidiaries, and the Trustee. The Indenture provides, among other things, that the 2022 Notes and 2024 Notes will be senior unsecured obligations of the Company. The Company’s payment obligations under the 2022 Notes and 2024 Notes are fully and unconditionally, as well as jointly and severally, guaranteed on a senior unsecured basis by the Guarantor Subsidiaries, in addition to any future domestic subsidiaries that guarantee or become borrowers under its credit agreement, or guarantee certain other indebtedness incurred by the Company or its restricted subsidiaries. The Indenture was supplemented during the first quarter of 2016 to include the changes in Guarantor Subsidiaries noted above.

The Indenture governing the 2022 Notes and 2024 Notes contains customary event of default provisions (including, without limitation, defaults relating to the failure to pay at final maturity or the acceleration of certain other indebtedness). If an event of default occurs and is continuing, the trustee under the Indenture or holders of at least 25% in principal amount of such notes may declare the principal amount and accrued and unpaid interest, if any, on all such notes to be due and payable. The Indenture also contains restrictive covenants that, among other things, limit the ability of the Company and the Guarantor Subsidiaries to: (i) pay dividends or make other restricted payments, (ii) make certain investments, (iii) incur additional indebtedness or issue preferred stock, (iv) create liens, (v) pay dividends or make other payments (except for certain dividends and payments to the Company and certain subsidiaries of the Company), (vi) merge or consolidate with other entities or sell substantially all of its assets, (vii) enter into transactions with affiliates, and (viii) engage in certain sale and leaseback transactions. The foregoing limitations are subject to exceptions as set forth in the Indenture. In addition, if in the future, the 2022 Notes or 2024 Notes have an investment grade credit rating by both Moody’s Investors Services, Inc. and Standard & Poor’s Ratings Services, certain of these covenants will, thereafter, no longer apply to the 2022 Notes or 2024 Notes for so long as the 2022 Notes or 2024 Notes are rated investment grade by the two rating agencies.

Tax Increment Financing — On December 15, 2001, the Urban Redevelopment Authority of Pittsburgh (“URA”) issued $4.0 million of redevelopment bonds, pursuant to a “Tax Increment Financing Plan” to assist with certain aspects of the development and construction of the Company’s Pittsburgh, Pennsylvania facilities. The agreement was transferred to the Company as part of the acquisition of the soup and infant feeding business. The Company has agreed to make certain payments with respect to the principal amount of the URA’s redevelopment bonds through May 2019. As of June 30, 2016, $1.0 million remains outstanding that matures May 1, 2019. Interest accrues at an annual rate of 7.16%.

Interest Rate Swap Agreements — In June 2016, the Company entered into $500 million of long-term interest rate swap agreements to lock into a fixed LIBOR interest rate base. Under the terms of the agreements, $500 million in variable-rate debt was swapped for a weighted average fixed interest rate base of approximately 0.86% for a period of 37 months, beginning on January 31, 2017 and ending on February 28, 2020. The borrowing cost on the swapped principal will range from 2.11% to 3.86% during the life of the swap agreement based on the credit spreads under the Amended and Restated Credit Agreement.

Stockholders' Equity

6 Months Ended

Jun. 30, 2016

Stockholders' Equity

12. STOCKHOLDERS’ EQUITY

Common stock — The Company has authorized 90 million shares of common stock with a par value of $0.01 per share. No dividends have been declared or paid.

On January 26, 2016, a total of 13,269,230 shares were issued pursuant to a public offering at $65.00 per share, resulting in gross proceeds to the Company of $862.5 million. Net cash from the offering, after considering issuance costs, was approximately $835.1 million, with approximately $0.1 million recorded to Common stock at par value and approximately $835.0 million recorded to Additional paid-in capital. The net proceeds from the offering were used to fund a portion of the purchase price of the Private Brands Business.

As of June 30, 2016, there were 56,702,327 shares of common stock issued and outstanding. There is no treasury stock issued or outstanding.

Preferred Stock — The Company has authorized 10 million shares of preferred stock with a par value of $0.01 per share. No preferred stock has been issued.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Earnings Per Share

6 Months Ended

Jun. 30, 2016

Earnings Per Share

13. EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the number of weighted average common shares outstanding during the reporting period. The weighted average number of common shares used in the diluted earnings per share calculation is determined using the treasury stock method and includes the incremental effect related to the Company’s outstanding stock-based compensation awards.

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 per share:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2016		2015		2016		2015
	(In thousands)				(In thousands)
Net income	$	15,648	$	31,362	$	12,302	$	49,214


Weighted average common shares outstanding		56,555		42,974		54,625		42,922
Assumed exercise/vesting of equity awards (1)		775		705		711		732

Weighted average diluted common shares outstanding		57,330		43,679		55,336		43,654


Net earnings per basic share	$	0.28	$	0.73	$	0.23	$	1.15
Net earnings per diluted share	$	0.27	$	0.72	$	0.22	$	1.13

(1)

Incremental shares from equity awards are computed using the treasury stock method. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 0.7 million and 1.0 million for the three and six months ended June 30, 2016, respectively, and 0.8 million and 0.7 million for the three and six months ended June 30, 2015, respectively.

Stock-Based Compensation

6 Months Ended

Jun. 30, 2016

Stock-Based Compensation

14. STOCK-BASED COMPENSATION

The Board of Directors adopted, and the Company’s stockholders approved, the “TreeHouse Foods, Inc. Equity and Incentive Plan” (the “Plan”). The Plan is administered by our Compensation Committee, which consists entirely of independent directors. The Compensation Committee determines specific awards for our executive officers. For all other employees, if the committee designates, our Chief Executive Officer or such other officers will, from time to time, determine specific persons to whom awards under the Plan will be granted, and the terms and conditions of each award. The Compensation Committee or its designee, pursuant to the terms of the Plan, also will make all other necessary decisions and interpretations under 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 available to be awarded under the Plan is approximately 12.3 million, of which approximately 2.0 million remain available as of June 30, 2016.

Income before income taxes for the three and six month periods ended June 30, 2016 includes share-based compensation expense of $8.1 million and $14.3 million, respectively. Share-based compensation expense for the three and six months ended June 30, 2015 was $4.5 million and $10.5 million, respectively. The tax benefit recognized related to the compensation cost of these share-based awards was approximately $3.0 million and $5.2 million for the three and six months ended June 30, 2016, respectively, and $1.6 million and $3.7 million for the three and six months ended June 30, 2015, respectively.

Stock Options — The following table summarizes stock option activity during the six months ended June 30, 2016. Stock options generally have a three year vesting schedule, which vest one-third on each of the first three anniversaries of the grant date, and expire ten years from the grant date.


								Weighted
						Weighted		Average
						Average		Remaining		Aggregate
	Employee			Director		Exercise		Contractual		Intrinsic
	Options			Options		Price		Term (yrs)		Value
	(In thousands)									(In thousands)
Outstanding, at December 31, 2015		1,918			20	$	57.18		6.2	$	41,793
Granted		448			—	$	96.88
Forfeited		(41	)		—	$	70.75
Exercised		(140	)		—	$	49.94

Outstanding, at June 30, 2016		2,185			20	$	65.45		6.6	$	82,015

Vested/expected to vest, at June 30, 2016		2,110			20	$	64.57		6.5	$	81,125

Exercisable, at June 30, 2016		1,371			20	$	52.16		5.0	$	70,223


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2016		2015		2016		2015
	(In millions)				(In millions)

Compensation expense	$	1.9	$	1.8	$	3.5	$	3.3
Intrinsic value of stock options exercised	$	4.7	$	2.4	$	6.0	$	13.4
Tax benefit recognized from stock option exercises	$	1.7	$	0.9	$	2.1	$	5.1

Compensation costs related to unvested options totaled $17.5 million at June 30, 2016 and will be recognized over the remaining vesting period of the grants, which averages 2.4 years. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used to calculate the fair value of stock options issued in 2016 include the following: weighted average expected volatility of 25.12%, expected term of six years, weighted average risk free rate of 1.16%, and no dividends. The weighted average grant date fair value of awards granted in 2016 was $26.02.

Restricted Stock Units — Employee restricted stock unit awards generally vest based on the passage of time. These awards generally vest one-third on each anniversary of the grant date. Director restricted stock units generally vest on the first anniversary of the grant date. Certain directors have deferred receipt of their awards until either their departure from the Board of Directors or a specified date. As of June 30, 2016, 91 thousand director restricted stock units have been earned and deferred.

The following table summarizes the restricted stock unit activity during the six months ended June 30, 2016:


				Weighted					Weighted
	Employee			Average		Director			Average
	Restricted			Grant Date		Restricted			Grant Date
	Stock Units			Fair Value		Stock Units			Fair Value
	(In thousands)					(In thousands)
Outstanding, at December 31, 2015		312		$	76.36		111		$	52.60
Granted		380		$	91.28		13		$	98.28
Vested		(117	)	$	74.34		(20	)	$	58.91
Forfeited		(12	)	$	77.10		—		$	—

Outstanding, at June 30, 2016		563		$	86.82		104		$	56.95


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2016		2015		2016		2015
	(In millions)				(In millions)

Compensation expense	$	4.5	$	3.4	$	8.0	$	6.0
Fair value of vested restricted stock units	$	12.9	$	12.3	$	13.1	$	12.9
Tax benefit recognized from vested restricted stock units	$	4.6	$	4.4	$	4.7	$	4.5

Future compensation costs related to restricted stock units are approximately $40.3 million as of June 30, 2016 and will be recognized on a weighted average basis over the next 2.4 years. The grant date fair value of the awards is equal to the Company’s closing stock price on the grant date.

Performance Units — Performance unit awards are granted to certain members of management. These awards contain service and performance conditions. For each of the three performance periods, one-third of the units will accrue, multiplied by a predefined percentage between 0% and 200%, depending on the achievement of certain operating performance measures. Additionally, for the cumulative performance period, a number of units will accrue, equal to the number of units granted multiplied by a predefined percentage between 0% and 200%, depending on the achievement of certain operating performance measures, less any units previously accrued. Accrued units will be converted to stock or cash, at the discretion of the Compensation Committee, generally, on the third anniversary of the grant date. The Company intends to settle these awards in stock and has the shares available to do so. On June 27, 2016, based on achievement of operating performance measures, 84,897 performance units were converted into 110,468 shares of stock, an average conversion ratio of 1.30 shares for each performance unit. The following table summarizes the performance unit activity during the six months ended June 30, 2016:


				Weighted
				Average
	Performance			Grant Date
	Units			Fair Value
	(In thousands)
Unvested, at December 31, 2015		271		$	74.13
Granted		100		$	98.28
Vested		(85	)	$	66.01
Forfeited		(6	)	$	74.80

Unvested, at June 30, 2016		280		$	85.11


	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2016		2015			2016		2015
	(In millions)					(In millions)
Compensation expense	$	1.7	$	(0.7	)	$	2.8	$	1.2
Fair value of vested performance units	$	11.4	$	4.5		$	11.4	$	4.5
Tax benefit recognized from performance units vested	$	4.1	$	1.7		$	4.1	$	1.7

Future compensation costs related to the performance units are estimated to be approximately $15.5 million as of June 30, 2016, and are expected to be recognized over the next 2.5 years. The grant date fair value of the awards is equal to the Company’s closing stock price on the date of grant.

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss

6 Months Ended

Jun. 30, 2016

15. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss consists of the following components, all of which are net of tax, except for the foreign currency translation adjustment:


				Unrecognized			Accumulated
	Foreign			Pension and			Other
	Currency			Postretirement			Comprehensive
	Translation (1)			Benefits (2)			Loss
	(In thousands)
Balance at December 31, 2015	$	(100,512	)	$	(12,956	)	$	(113,468	)
Other comprehensive income		28,883			—			28,883
Reclassifications from accumulated other comprehensive loss		—			516			516

Other comprehensive income		28,883			516			29,399

Balance at June 30, 2016	$	(71,629	)	$	(12,440	)	$	(84,069	)


				Unrecognized			Accumulated
	Foreign			Pension and			Other
	Currency			Postretirement			Comprehensive
	Translation (1)			Benefits (2)			Loss
	(In thousands)
Balance at December 31, 2014	$	(51,326	)	$	(13,005	)	$	(64,331	)
Other comprehensive loss		(20,318	)		—			(20,318	)
Reclassifications from accumulated other comprehensive loss		—			512			512

Other comprehensive (loss) income		(20,318	)		512			(19,806	)

Balance at June 30, 2015	$	(71,644	)	$	(12,493	)	$	(84,137	)

(1)

The foreign currency translation adjustment is not net of tax, as it pertains to the Company’s permanent investments in its Canadian and Italian subsidiaries.

(2)

The unrecognized pension and postretirement benefits reclassification is presented net of tax of $316 thousand for the six months ended June 30, 2016 and 2015. The reclassification is included in the computation of net periodic pension and postretirement cost, which is recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Income.

The Condensed Consolidated Statements of Income lines impacted by reclassifications out of Accumulated other comprehensive loss are outlined below:


									Affected line in
	Reclassifications from Accumulated								the Condensed Consolidated
	Other Comprehensive Loss								Statements of Income
	Three months ended June 30,				Six months ended June 30,
	2016		2015		2016		2015
	(In thousands)				(In thousands)
Amortization of defined benefit pension items:
Prior service costs	$	35	$	36	$	70	$	73		(a)
Unrecognized net loss		380		378		762		755		(a)

Total before tax		415		414		832		828
Income taxes		157		158		316		316		Income taxes

Net of tax	$	258	$	256	$	516	$	512

(a)

These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost, and are recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Income.

The entire disclosure for comprehensive income, which includes, but is not limited to, 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=66004124&loc=d3e689-108580

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Employee Retirement and Postretirement Benefits

Employee Retirement and Postretirement Benefits

6 Months Ended

Jun. 30, 2016

16. 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. In connection with the acquisition of the Private Brands Business, the Company acquired three pension plans and one postretirement benefit plan. The net unfunded liability associated with these plans, which is included in the Accounts payable and accrued expenses and Other long-term liabilities lines of the Condensed Consolidated Balance Sheets, was $76.1 million as of the acquisition date.

Components of net periodic pension expense are as follows:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
	(In thousands)
Service cost	$	1,279		$	621		$	2,328		$	1,243
Interest cost		4,091			713			7,071			1,425
Expected return on plan assets		(4,468	)		(765	)		(7,694	)		(1,530	)
Amortization of unrecognized prior service cost		52			52			105			105
Amortization of unrecognized net loss		382			365			765			730

Net periodic pension cost	$	1,336		$	986		$	2,575		$	1,973

The Company contributed $2.4 million to the pension plans in the first six months of 2016. The Company does not expect to make additional contributions to the plans in 2016.

Components of net periodic postretirement expense are as follows:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
	(In thousands)						(In thousands)
Service cost	$	22		$	5		$	38		$	10
Interest cost		347			37			590			75
Amortization of unrecognized prior service cost		(17	)		(16	)		(35	)		(32	)
Amortization of unrecognized net loss		(2	)		13			(3	)		25

Net periodic postretirement cost	$	350		$	39		$	590		$	78

The Company expects to contribute approximately $0.2 million to the postretirement health plans during 2016.

Net periodic pension and postretirement costs are recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Income.

Other Operating Expense, Net

6 Months Ended

Jun. 30, 2016

Other Operating Expense, Net

17. OTHER OPERATING EXPENSE, NET

The Company incurred other operating expense for the three and six months ended June 30, 2016 and 2015, which consisted of the following:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2016		2015		2016		2015
	(In thousands)				(In thousands)
Restructuring	$	2,447	$	135	$	4,083	$	350
Other		858		—		916		—

Total other operating expense, net	$	3,305	$	135	$	4,999	$	350

Supplemental Cash Flow Information

6 Months Ended

Jun. 30, 2016

Supplemental Cash Flow Information

18. SUPPLEMENTAL CASH FLOW INFORMATION


	Six Months Ended
	June 30,
	2016		2015
	(In thousands)
Interest paid	$	33,343	$	21,332
Income taxes paid	$	46,426	$	20,211
Accrued purchase of property and equipment	$	11,492	$	8,008
Accrued other intangible assets	$	3,027	$	2,550

Non-cash financing activities for the six months ended June 30, 2016 and 2015 include $24.0 million and $17.4 million, respectively, related to the vesting of restricted stock, restricted stock units, and performance stock units. Income taxes paid in the first six months of 2016 were higher than the first six months of 2015 due to the timing of payments to the U.S. federal and state taxing authorities, the inclusion of the Private Brands Business, and payments made to the CRA relating to the 2008, 2009, and 2010 filing periods.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2016

Commitments and Contingencies

19. COMMITMENTS AND CONTINGENCIES

Litigation, Investigations and Audits — The Company is party in the ordinary course of business to certain claims, litigation, audits, and investigations. 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, none of which are significant. In the Company’s opinion, the settlement of any such currently pending or threatened matter is not expected to have a material impact on its financial position, annual results of operations, or cash flows.

Derivative Instruments

6 Months Ended

Jun. 30, 2016

Derivative Instruments

20. DERIVATIVE INSTRUMENTS

The Company is exposed to certain risk relating to its ongoing business operations. The primary risks managed by derivative instruments include interest rate risk, foreign currency risk, and commodity price risk. Derivative contracts are entered into for periods consistent with the related underlying exposure and do not constitute positions independent of those exposures. The Company does not enter into derivative instruments for trading or speculative purposes.

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, with a bias toward fixed-rate debt.

In June 2016, the Company entered into $500 million of long-term interest rate swap agreements to lock into a fixed LIBOR interest rate base. Under the terms of the agreements, $500 million in variable-rate debt was swapped for a weighted average fixed interest rate base of approximately 0.86% for a period of 37 months, beginning on January 31, 2017 and ending on February 28, 2020. These agreements do not qualify for hedge accounting and changes in their fair value are recorded in the Condensed Consolidated Statements of Income, with their fair value recorded on the Condensed Consolidated Balance Sheets.

Due to the Company’s foreign operations, we are exposed to foreign currency risk. The Company enters into foreign currency contracts to manage the risk associated with foreign currency cash flows. The Company’s objective in using foreign currency contracts is to establish a fixed foreign currency exchange rate for the net cash flow requirements for purchases that are denominated in U.S. dollars. These contracts do not qualify for hedge accounting and changes in their fair value are recorded in the Condensed Consolidated Statements of Income, with their fair value recorded on the Condensed Consolidated Balance Sheets. As of June 30, 2016, the Company had $57.3 million of U.S. dollar foreign currency contracts outstanding, expiring throughout 2016.

Certain commodities we use in the production and distribution of our 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 records their fair value on the Condensed Consolidated Balance Sheets, with changes in value being recorded in the Condensed Consolidated Statements of Income.

The Company’s derivative commodity contracts may include contracts for diesel, oil, plastics, natural gas, electricity, 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 and plastics 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 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, 2016, the Company had outstanding contracts for the purchase of 29,940 megawatts of electricity, expiring throughout 2016; 1.4 million gallons of diesel, expiring throughout 2016; 1.1 million dekatherms of natural gas, expiring throughout 2016; 0.9 million bushels of corn, expiring throughout 2016 and early 2017; 12.6 million pounds of plastics, expiring throughout 2016; 0.6 million bushels of cucumbers, expiring throughout 2016; and 1.7 million bushels of flour, expiring throughout 2016.

The following table identifies the derivative, its fair value, and location on the Condensed Consolidated Balance Sheets:


		Fair Value
	Balance Sheet Location	June 30, 2016		December 31, 2015
		(In thousands)
Asset Derivatives
Foreign currency contracts	Prepaid expenses and other current assets	$	606	$	1,356

		$	606	$	1,356


Liability Derivatives
Commodity contracts	Accounts payable and accrued expenses	$	2,835	$	3,778
Foreign currency contracts	Accounts payable and accrued expenses		1,569		—
Interest rate swap agreements	Accounts payable and accrued expenses		1,594		—

		$	5,998	$	3,778

We recorded the following gains and losses on our derivative contracts in the Condensed Consolidated Statements of Income:


			Three Months Ended						Six Months Ended
	Location of (Loss) Gain		June 30,						June 30,
	Recognized in Income		2016			2015			2016			2015
			(In thousands)						(In thousands)
Mark-to-market unrealized gain (loss):
Commodity contracts		Other (income) expense, net	$	521		$	1,098		$	943		$	1,041
Foreign currency contracts		Other (income) expense, net		2,806			889			(2,319	)		1,363
Interest rate swap agreements		Other (income) expense, net		(1,594	)		—			(1,594	)		—

Total unrealized gain (loss)				1,733			1,987			(2,970	)		2,404
Realized (loss) gain
Commodity contracts		Manufacturing related to cost of sales and transportation related to selling and distribution		(29	)		(929	)		(1,015	)		(1,759	)
Foreign currency contracts		Cost of sales		(2,735	)		461			(1,935	)		461

Total realized loss				(2,764	)		(468	)		(2,950	)		(1,298	)

Total (loss) gain			$	(1,031	)	$	1,519		$	(5,920	)	$	1,106

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Fair Value

6 Months Ended

Jun. 30, 2016

Fair Value

21. FAIR VALUE

The following table presents the carrying value and fair value of our financial instruments as of June 30, 2016 and December 31, 2015:


	June 30, 2016						December 31, 2015
	Carrying Value			Fair Value			Carrying Value			Fair Value			Level
	(In thousands)						(In thousands)
Not recorded at fair value (liability):
Revolving Credit Facility	$	(271,000	)	$	(266,349	)	$	(353,000	)	$	(352,932	)		2
Term Loan A	$	(291,750	)	$	(291,956	)	$	(295,500	)	$	(294,327	)		2
Term Loan A-1	$	(185,000	)	$	(185,257	)	$	(190,000	)	$	(190,200	)		2
Term Loan A-2	$	(1,018,594	)	$	(1,020,010	)	$	—		$	—			2
2022 Notes	$	(400,000	)	$	(409,500	)	$	(400,000	)	$	(383,000	)		2
2024 Notes	$	(775,000	)	$	(819,563	)	$	—		$	—			2

Recorded on a recurring basis at fair value (liability) asset:
Commodity contracts	$	(2,835	)	$	(2,835	)	$	(3,778	)	$	(3,778	)		2
Foreign currency contracts	$	(963	)	$	(963	)	$	1,356		$	1,356			2
Interest rate swap agreements	$	(1,594	)	$	(1,594	)	$	—		$	—			2
Investments	$	9,641		$	9,641		$	8,388		$	8,388			1

Cash and cash equivalents and accounts receivable are financial assets with carrying values that approximate fair value. Accounts payable are financial liabilities with carrying values that approximate fair value.

The fair value of the Revolving Credit Facility, Term Loan A, Term Loan A-1, Term Loan A-2, 2022 Notes, 2024 Notes, commodity contracts, foreign currency contracts, and interest rate swap agreements 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 Revolving Credit Facility, Term Loan A, Term Loan A-1, and Term Loan A-2 were estimated using present value techniques and market based interest rates and credit spreads. The fair values of the Company’s 2022 Notes and 2024 Notes were estimated based on quoted market prices for similar instruments, where the inputs are considered Level 2, due to their infrequent trading volume. The fair values of the commodity contracts, foreign currency contracts, and interest rate swap agreements are based on an analysis comparing the contract rates to the market rates at the balance sheet date. The commodity contracts, foreign currency contracts, and interest rate swap agreements are recorded at fair value on the Condensed Consolidated Balance Sheets.

The fair value of the investments was determined using Level 1 inputs. Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement dates. The investments are recorded at fair value on the Condensed Consolidated Balance Sheets.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Segment and Geographic Information and Major Customers

Segment and Geographic Information and Major Customers

6 Months Ended

Jun. 30, 2016

22. SEGMENT AND GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS

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 reportable segments, as presented below, are consistent with the manner in which the Company reports its results to the Chief Operating Decision Maker.

The Company evaluates the performance of its segments based on net sales dollars and direct operating income (gross profit less freight out, sales commissions, and direct selling and marketing 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 and distribution expenses, unallocated costs of sales, and unallocated corporate expenses. 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, 2015.


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
	(In thousands)						(In thousands)
Net sales to external customers:
North American Retail Grocery	$	1,274,324		$	578,750		$	2,293,634		$	1,171,163
Food Away From Home		124,736			97,848			237,333			186,125
Industrial and Export		152,270			82,610			290,536			185,065
Unallocated		(9,941	)		—			(9,941	)		—

Total	$	1,541,389		$	759,208		$	2,811,562		$	1,542,353

Direct operating income:
North American Retail Grocery	$	155,678		$	81,256		$	283,633		$	158,356
Food Away From Home		19,050			14,539			34,965			26,562
Industrial and Export		12,803			14,097			33,893			35,619

Total		187,531			109,892			352,491			220,537
Unallocated selling and distribution expenses		(9,469	)		(1,964	)		(22,698	)		(5,121	)
Unallocated costs of sales (1)		(6,678	)		646			(19,318	)		(203	)
Unallocated corporate expense and other		(119,791	)		(54,053	)		(239,955	)		(113,996	)

Operating income		51,593			54,521			70,520			101,217
Other expense		(29,418	)		(6,734	)		(53,125	)		(27,629	)

Income before income taxes	$	22,175		$	47,787		$	17,395		$	73,588

(1)

Includes charges related to restructurings and other costs managed at corporate.

Geographic Information — The Company had revenues from customers outside of the United States of approximately 9.0% and 11.2% of total consolidated net sales in the six months ended June 30, 2016 and 2015, respectively, with 7.1% and 10.2% of total consolidated net sales going to Canada, respectively. The Company held 11.2% and 8.8% of its property, plant, and equipment outside of the United States as of June 30, 2016 and 2015, respectively.

Major Customers — Walmart Stores, Inc. and affiliates accounted for approximately 18.7% and 20.9% of consolidated net sales in the six months ended June 30, 2016 and 2015, respectively. No other customer accounted for more than 10% of our consolidated net sales.

Product Information — The following table presents the Company’s net sales by major products for the three and six months ended June 30, 2016 and 2015. In 2016, as a result of the acquisition of the Private Brands Business, the Company made the following changes to its product categories: (1) Snacks was renamed Snack nuts and now includes the bars, fruit snacks, and cereal snack mixes from the Private Brands Business, (2) Dry dinners was renamed Pasta and dry dinners and now includes the dry pasta from the Private Brands Business, (3) Mexican and other sauces was renamed Sauces and now includes the sauces from the Private Brands Business, (4) Cookies and crackers was added to include the crackers, cookies, pretzels, pita chips, and candy from the Private Brands Business, and (5) Retail bakery was added to include the in-store bakery products, refrigerated dough, frozen griddle products (pancakes, waffles, and French toast), frozen bread products (breads, rolls, and biscuits), dessert products (frozen cookies and frozen cookie dough), and dry bakery mixes from the Private Brands Business. These changes did not require prior period adjustments.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2016		2015		2016		2015
	(In thousands)				(In thousands)
Products:
Snack nuts	$	351,398	$	165,381	$	611,395	$	311,880
Retail bakery		159,060		—		271,863		—
Cookies and crackers		159,340		—		263,239		—
Cereals		139,205		34,247		251,177		77,287
Pasta and dry dinners		133,637		29,524		235,548		62,935
Beverages		117,812		92,670		225,405		203,670
Salad dressings		103,914		100,178		197,589		184,344
Pickles		92,598		86,407		166,928		157,469
Sauces		87,027		58,795		163,683		117,226
Beverage enhancers		71,007		78,416		153,046		164,529
Soup and infant feeding		61,291		59,514		146,141		158,322
Aseptic products		24,533		29,092		51,365		53,970
Jams		28,910		12,273		49,866		24,222
Other products		11,657		12,711		24,317		26,499

Total net sales	$	1,541,389	$	759,208	$	2,811,562	$	1,542,353

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Guarantor and Non-Guarantor Financial Information

Guarantor and Non-Guarantor Financial Information

6 Months Ended

Jun. 30, 2016

23. GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

The Company’s 2022 Notes and 2024 Notes are guaranteed fully and unconditionally, as well as jointly and severally, by its Guarantor Subsidiaries. As described in Note 11, Protenergy Holdings, Inc. and Protenergy Natural Foods, Inc. were added as Guarantor Subsidiaries in the first quarter of 2016. Additionally, in connection with the acquisition of the Private Brands Business, TreeHouse Private Brands, Inc. (formerly Ralcorp Holdings, Inc.); American Italian Pasta Co.; Nutcracker Brands; Linette Quality Chocolates; Ralcorp Frozen Bakery Products, Inc.; Cottage Bakery, Inc.; and The Carriage House Companies, Inc. were added as guarantors during the first quarter of 2016. In the fourth quarter of 2015, Associated Brands, Inc.; Cains Foods, Inc.; Cains Foods L.P.; Cains GP, LLC; and Flagstone Foods, Inc. (formerly known as Snacks Holding Corporation) were added as Guarantor Subsidiaries. There are no significant restrictions on the ability of the parent company or any guarantor to obtain funds from its subsidiaries by dividend or loan. The following condensed supplemental consolidating financial information presents the results of operations, financial position and cash flows of the parent company, its Guarantor Subsidiaries, its non-guarantor subsidiaries and the eliminations necessary to arrive at the information for the Company on a consolidated basis as of June 30, 2016 and 2015, and for the three and six months ended June 30, 2016 and 2015. The equity method has been used with respect to investments in subsidiaries. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. As a result of the addition of the guarantors noted above, the following condensed supplemental consolidating financial information has been recast for prior periods as if the new guarantor structure existed for all periods presented, as of the acquisition dates of the respective guarantors.


Condensed Supplemental Consolidating Balance Sheet
June 30, 2016
(In thousands)

	Parent		Guarantor			Non-Guarantor
	Company		Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	741		$	50,850		$	—		$	51,591
Investments		—		—			9,641			—			9,641
Accounts receivable, net		1,342		314,970			46,149			—			362,461
Inventories, net		—		877,991			111,415			—			989,406
Assets held for sale		—		2,674			—			—			2,674
Prepaid expenses and other current assets		43,042		20,466			22,490			—			85,998

Total current assets		44,384		1,216,842			240,545			—			1,501,771
Property, plant, and equipment, net		26,679		1,181,805			152,786			—			1,361,270
Goodwill		—		2,655,511			132,512			—			2,788,023
Investment in subsidiaries		5,220,809		507,230			—			(5,728,039	)		—
Intercompany accounts receivable (payable), net		368,086		(341,516	)		(26,570	)		—			—
Deferred income taxes		18,649		—			—			(18,649	)		—
Intangible and other assets, net		50,956		1,063,531			133,052			—			1,247,539

Total assets	$	5,729,563	$	6,283,403		$	632,325		$	(5,746,688	)	$	6,898,603


Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	66,006	$	485,611		$	54,806		$	—		$	606,423
Current portion of long-term debt		46,552		3,222			155			—			49,929

Total current liabilities		112,558		488,833			54,961			—			656,352
Long-term debt		2,858,093		1,121			288			—			2,859,502
Deferred income taxes		—		384,349			47,658			(18,649	)		413,358
Other long-term liabilities		10,136		188,291			22,188			—			220,615
Stockholders’ equity		2,748,776		5,220,809			507,230			(5,728,039	)		2,748,776

Total liabilities and stockholders’ equity	$	5,729,563	$	6,283,403		$	632,325		$	(5,746,688	)	$	6,898,603


Condensed Supplemental Consolidating Balance Sheet
December 31, 2015
(In thousands)


	Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	10,384	$	91		$	24,444		$	—		$	34,919
Investments		—		—			8,388			—			8,388
Accounts receivable, net		17		182,524			20,657			—			203,198
Inventories, net		—		510,255			73,860			—			584,115
Prepaid expenses and other current assets		17,625		6,608			8,968			(16,618	)		16,583

Total current assets		28,026		699,478			136,317			(16,618	)		847,203
Property, plant, and equipment, net		26,294		470,639			44,595			—			541,528
Goodwill		—		1,526,004			123,790			—			1,649,794
Investment in subsidiaries		2,411,532		338,849			—			(2,750,381	)		—
Intercompany accounts receivable (payable), net		582,267		(553,408	)		(28,859	)		—			—
Deferred income taxes		18,092		—			—			(18,092	)		—
Intangible and other assets, net		46,041		504,127			114,103			—			664,271

Total assets	$	3,112,252	$	2,985,689		$	389,946		$	(2,785,091	)	$	3,702,796


Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	16,526	$	239,316		$	21,356		$	(16,618	)	$	260,580
Current portion of long-term debt		11,621		3,116			156			—			14,893

Total current liabilities		28,147		242,432			21,512			(16,618	)		275,473
Long-term debt		1,219,011		2,398			332			—			1,221,741
Deferred income taxes		—		272,910			24,290			(18,092	)		279,108
Other long-term liabilities		10,235		56,417			4,963			—			71,615
Stockholders’ equity		1,854,859		2,411,532			338,849			(2,750,381	)		1,854,859

Total liabilities and stockholders’ equity	$	3,112,252	$	2,985,689		$	389,946		$	(2,785,091	)	$	3,702,796


Condensed Supplemental Consolidating Statement of Income
Three Months Ended June 30, 2016
(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,454,403		$	159,063		$	(72,077	)	$	1,541,389
Cost of sales		—			1,210,669			136,991			(72,077	)		1,275,583

Gross profit		—			243,734			22,072			—			265,806
Selling, general, and administrative expense		22,900			143,242			16,288			—			182,430
Amortization expense		2,256			23,842			2,380			—			28,478
Other operating expense, net		—			2,763			542			—			3,305

Operating (loss) income		(25,156	)		73,887			2,862			—			51,593
Interest expense		31,076			344			1,336			(1,218	)		31,538
Interest income		(1	)		(1,587	)		(272	)		1,218			(642	)
Other expense (income), net		1			2,599			(4,078	)		—			(1,478	)

(Loss) income before income taxes		(56,232	)		72,531			5,876			—			22,175
Income taxes (benefit)		(21,231	)		27,903			(145	)		—			6,527
Equity in net income (loss) of subsidiaries		50,649			6,021			—			(56,670	)		—

Net income (loss)	$	15,648		$	50,649		$	6,021		$	(56,670	)	$	15,648


Condensed Supplemental Consolidating Statement of Income
Three Months Ended June 30, 2015
(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	712,052		$	98,509		$	(51,353	)	$	759,208
Cost of sales		—			569,470			89,720			(51,353	)		607,837

Gross profit		—			142,582			8,789			—			151,371
Selling, general, and administrative expense		15,276			56,767			9,121			—			81,164
Amortization expense		2,044			10,914			2,593			—			15,551
Other operating expense, net		—			135			—			—			135

Operating (loss) income		(17,320	)		74,766			(2,925	)		—			54,521
Interest expense		10,900			220			1,723			(1,471	)		11,372
Interest income		(1	)		(1,471	)		(193	)		1,471			(194	)
Other expense (income), net		2			(3,287	)		(1,159	)		—			(4,444	)

(Loss) income before income taxes		(28,221	)		79,304			(3,296	)		—			47,787
Income taxes (benefit)		(10,777	)		28,927			(1,725	)		—			16,425
Equity in net income (loss) of subsidiaries		48,806			(1,571	)		—			(47,235	)		—

Net income (loss)	$	31,362		$	48,806		$	(1,571	)	$	(47,235	)	$	31,362


Condensed Supplemental Consolidating Statement of Income
Six Months Ended June 30, 2016
(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—			2,659,193			292,827			(140,458	)		2,811,562
Cost of sales		—			2,207,789			253,862			(140,458	)		2,321,193

Gross profit		—			451,404			38,965			—			490,369
Selling, general, and administrative expense		76,616			259,656			26,264			—			362,536
Amortization expense		4,459			43,230			4,625			—			52,314
Other operating expense, net		—			4,095			904			—			4,999

Operating (loss) income		(81,075	)		144,423			7,172			—			70,520
Interest expense		56,429			291			2,852			(2,366	)		57,206
Interest income		(2,228	)		(2,923	)		(676	)		2,366			(3,461	)
Other expense (income), net		2			(2,066	)		1,444			—			(620	)

(Loss) income before income taxes		(135,278	)		149,121			3,552			—			17,395
Income taxes (benefit)		(51,261	)		58,145			(1,791	)		—			5,093
Equity in net income (loss) of subsidiaries		96,319			5,343			—			(101,662	)		—

Net income (loss)	$	12,302			96,319			5,343			(101,662	)		12,302


Condensed Supplemental Consolidating Statement of Income
Six Months Ended June 30, 2015
(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,447,818		$	212,070		$	(117,535	)	$	1,542,353
Cost of sales		—			1,168,660			187,420			(117,535	)		1,238,545

Gross profit		—			279,158			24,650			—			303,808
Selling, general, and administrative expense		33,041			117,928			20,393			—			171,362
Amortization expense		3,871			21,792			5,216			—			30,879
Other operating expense, net		—			350			—			—			350

Operating (loss) income		(36,912	)		139,088			(959	)		—			101,217
Interest expense		22,430			382			3,168			(2,916	)		23,064
Interest income		(1,431	)		(2,916	)		(532	)		2,916			(1,963	)
Other expense (income), net		(2	)		5,791			739			—			6,528

(Loss) income before income taxes		(57,909	)		135,831			(4,334	)		—			73,588
Income taxes (benefit)		(22,113	)		49,313			(2,826	)		—			24,374
Equity in net income (loss) of subsidiaries		85,010			(1,508	)		—			(83,502	)		—

Net income (loss)	$	49,214		$	85,010		$	(1,508	)	$	(83,502	)	$	49,214


Condensed Supplemental Consolidating Statement of Comprehensive Income
Three Months Ended June 30, 2016
(In thousands)


	Parent		Guarantor		Non-Guarantor
	Company		Subsidiaries		Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	15,648	$	50,649	$	6,021		$	(56,670	)	$	15,648

Other comprehensive income:
Foreign currency translation adjustments		—		—		4,617			—			4,617
Pension and postretirement reclassification adjustment, net of tax		—		258		—			—			258

Other comprehensive income		—		258		4,617			—			4,875
Equity in other comprehensive income (loss) of subsidiaries		4,875		4,617		—			(9,492	)		—

Comprehensive income (loss)	$	20,523	$	55,524	$	10,638		$	(66,162	)	$	20,523


Condensed Supplemental Consolidating Statement of Comprehensive Income
Three Months Ended June 30, 2015
(In thousands)


	Parent		Guarantor		Non-Guarantor
	Company		Subsidiaries		Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	31,362	$	48,806	$	(1,571	)	$	(47,235	)	$	31,362

Other comprehensive income:
Foreign currency translation adjustments		—		—		6,219			—			6,219
Pension and postretirement reclassification adjustment, net of tax		—		256		—			—			256

Other comprehensive income		—		256		6,219			—			6,475
Equity in other comprehensive income (loss) of subsidiaries		6,475		6,219		—			(12,694	)		—

Comprehensive income (loss)	$	37,837	$	55,281	$	4,648		$	(59,929	)	$	37,837


Condensed Supplemental Consolidating Statement of Comprehensive Income
Six Months Ended June 30, 2016
(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	12,302		$	96,319		$	5,343		$	(101,662	)	$	12,302

Other comprehensive (loss) income:
Foreign currency translation adjustments		—			—			28,883			—			28,883
Pension and postretirement reclassification adjustment, net of tax		—			516			—			—			516

Other comprehensive (loss) income		—			516			28,883			—			29,399
Equity in other comprehensive (loss) income of subsidiaries		29,399			28,883			—			(58,282	)		—

Comprehensive income (loss)	$	41,701		$	125,718		$	34,226		$	(159,944	)	$	41,701


Condensed Supplemental Consolidating Statement of Comprehensive Income
Six Months Ended June 30, 2015
(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	49,214		$	85,010		$	(1,508	)	$	(83,502	)	$	49,214

Other comprehensive (loss) income:
Foreign currency translation adjustments		—			—			(20,318	)		—			(20,318	)
Pension and postretirement reclassification adjustment, net of tax		—			512			—			—			512

Other comprehensive (loss) income		—			512			(20,318	)		—			(19,806	)
Equity in other comprehensive (loss) income of subsidiaries		(19,806	)		(20,318	)		—			40,124			—

Comprehensive income (loss)	$	29,408		$	65,204		$	(21,826	)	$	(43,378	)	$	29,408


Condensed Supplemental Consolidating Statement of Cash Flows
Six Months Ended June 30, 2016
(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	45,799		$	300,279		$	(7,922	)	$	(101,147	)	$	237,009
Cash flows from investing activities:
Additions to property, plant, and equipment		(1,117	)		(73,837	)		(9,002	)		—			(83,956	)
Additions to intangible assets		(5,901	)		(13	)		—			—			(5,914	)
Intercompany transfer		102,059			(30,755	)		—			(71,304	)		—
Acquisitions, less cash acquired		(2,683,559	)		337			43,021			—			(2,640,201	)
Proceeds from sale of fixed assets		—			76			15			—			91
Purchase of investments		—			—			(530	)		—			(530	)
Increase in restricted cash		—			(605	)		—			—			(605	)
Other		—			—			(11	)		—			(11	)

Net cash (used in) provided by investing activities		(2,588,518	)		(104,797	)		33,493			(71,304	)		(2,731,126	)
Cash flows from financing activities:
Net borrowing (repayment) of debt		1,702,844			(2,144	)		4			—			1,700,704
Payment of deferred financing costs		(34,328	)		—			—			—			(34,328	)
Intercompany transfer		25,927			(192,688	)		(5,690	)		172,451			—
Net proceeds from issuance of common stock		835,131			—			—			—			835,131
Net payments related to stock-based award activities		(762	)		—			—			—			(762	)
Excess tax benefits from stock-based compensation		3,523			—			—			—			3,523

Net cash provided by (used in) financing activities		2,532,335			(194,832	)		(5,686	)		172,451			2,504,268
Effect of exchange rate changes on cash and cash equivalents		—			—			6,521			—			6,521

(Decrease) increase in cash and cash equivalents		(10,384	)		650			26,406			—			16,672
Cash and cash equivalents, beginning of period		10,384			91			24,444			—			34,919

Cash and cash equivalents, end of period	$	—		$	741		$	50,850		$	—		$	51,591

Condensed Supplemental Consolidating Statement of Cash Flows

Six Months Ended June 30, 2015

(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	31,490		$	197,748		$	2,554		$	(82,993	)	$	148,799
Cash flows from investing activities:
Additions to property, plant, and equipment		(599	)		(35,422	)		(3,104	)		—			(39,125	)
Additions to intangible assets		(5,819	)		(738	)		(126	)		—			(6,683	)
Intercompany transfer		(11,587	)		(86,534	)		—			98,121			—
Proceeds from sale of fixed assets		—			159			21			—			180
Purchase of investments		—			—			(311	)		—			(311	)

Net cash (used in) provided by investing activities		(18,005	)		(122,535	)		(3,520	)		98,121			(45,939	)
Cash flows from financing activities:
Net repayment of debt		(112,000	)		(1,958	)		(59	)		—			(114,017	)
Intercompany transfer		86,230			(74,509	)		3,407			(15,128	)		—
Net receipts related to stock-based award activities		1,112			—			—			—			1,112
Excess tax benefits from stock-based compensation		4,583			—			—			—			4,583

Net cash (used in) provided by financing activities		(20,075	)		(76,467	)		3,348			(15,128	)		(108,322	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(1,955	)		—			(1,955	)

(Decrease) increase in cash and cash equivalents		(6,590	)		(1,254	)		427			—			(7,417	)
Cash and cash equivalents, beginning of period		18,706			1,690			31,585			—			51,981

Cash and cash equivalents, end of period	$	12,116		$	436		$	32,012		$	—		$	44,564

Restructuring (Tables)

6 Months Ended

Jun. 30, 2016

Schedule of Facility Closures

The key information regarding the Company’s announced facility closures is outlined in the table below.

Facility Location

Date of Closure
Announcement

End of
Production

Full Facility
Closure

Primary Products
Produced

Primary Segment(s)
Affected

Total
Costs to
Close

    Total
    Cash
    Costs to
   Close

(In millions)

City of Industry, California

November 18,
2015

First quarter

of 2016

Third quarter

of 2016

Liquid non-
dairy creamer
and refrigerated
salad dressings

Food Away From
Home

$

7.7

$

3.9

Ayer,
Massachusetts

April 5, 2016

First quarter

of 2017

Third quarter

of 2017

Spoonable
dressings

North American
Retail Grocery,
Food Away From
Home

$

6.5

$

5.3

Azusa, California

May 24, 2016

Second quarter

of 2017

Second quarter

of 2017

Bars and snack
products

North American
Retail Grocery

$

14.9

$

13.2

Ripon, Wisconsin

May 24, 2016

Fourth quarter

of 2016

Fourth quarter

of 2016

Sugar wafer
cookies

North American
Retail Grocery

$

2.1

$

1.3

Aggregate Expenses Incurred Associated with Facility Closure

Below is a summary of the plant closing costs:


	Three Months		Six Months		Cumulative		Total
	Ended		Ended		Costs		Expected
	June 30, 2016		June 30, 2016		To Date		Costs
	(In thousands)
Asset-related	$	674	$	1,506	$	4,526	$	7,540
Employee-related		1,292		1,963		3,125		8,547
Other closure costs		981		1,065		1,094		15,130

Total	$	2,947	$	4,534	$	8,745	$	31,217

Reconciliation of Liabilities

The table below presents a reconciliation of the liabilities as of June 30, 2016:


	Severance			Multiemployer Pension Plan Withdrawal		Total Liabilities
	(In thousands)
Balance as of December 31, 2015	$	395		$	767	$	1,162
Expense		1,709			—		1,709
Payments		(477	)		—		(477	)

Balance as of June 30, 2016	$	1,627		$	767	$	2,394

Acquisitions (Tables) - Private brands business of ConAgra Foods

6 Months Ended

Jun. 30, 2016

Preliminary Allocation to Net Tangible and Intangible Assets Acquired and Liabilities Assumed

We have made a preliminary allocation to net tangible and intangible assets acquired and liabilities assumed as follows:


	(In thousands)
Cash	$	43,358
Receivables		171,008
Inventory		444,860
Property, plant, and equipment		804,234
Customer relationships		510,900
Trade names		33,000
Software		19,576
Formulas		23,200
Other assets		52,418
Goodwill		1,129,507

Assets acquired		3,232,061
Deferred taxes		(136,622	)
Assumed current liabilities		(252,172	)
Assumed long-term liabilities		(155,545	)

Total purchase price	$	2,687,722

Business Acquisition Pro Forma Information

The following unaudited pro forma information shows the results of operations for the Company as if its acquisition of the Private Brands Business had been completed as of January 1, 2015. Adjustments have been made for the pro forma effects of depreciation and amortization of tangible and intangible assets recognized as part of the business combination, the issuance of common stock, interest expense related to the financing of the business combination, and related income taxes. Excluded from the 2016 pro forma results are $35.2 million of costs incurred by the Company in connection with the acquisition. The 2015 pro forma results include $1.3 billion in asset impairment charges incurred by the seller. The pro forma results may not necessarily reflect actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations.


	Three Months Ended June 30,		Six Months Ended June 30,
	2015		2016		2015
	(In thousands, except per share data)
Pro forma net sales	$	1,678,636	$	3,135,525	$	3,349,034

Pro forma net income (loss)	$	26,562	$	34,017	$	(744,313	)

Pro forma basic earnings (loss) per common share	$	0.47	$	0.60	$	(13.25	)

Pro forma diluted earnings (loss) per common share	$	0.47	$	0.59	$	(13.25	)

Investments (Tables)

6 Months Ended

Jun. 30, 2016

Investments


	June 30, 2016		December 31, 2015
	(In thousands)
U.S. equity	$	6,988	$	5,283
Non-U.S. equity		1,622		1,574
Fixed income		1,031		1,531

Total investments	$	9,641	$	8,388

Inventories (Tables)

6 Months Ended

Jun. 30, 2016

Inventories


	June 30,			December 31,
	2016			2015
	(In thousands)
Raw materials and supplies	$	420,711		$	274,007
Finished goods		588,972			331,535
LIFO reserve		(20,277	)		(21,427	)

Total inventories	$	989,406		$	584,115

Property, Plant, and Equipment (Tables)

6 Months Ended

Jun. 30, 2016

Property, Plant, and Equipment


	June 30,			December 31,
	2016			2015
	(In thousands)
Land	$	70,326		$	25,954
Buildings and improvements		455,062			226,134
Machinery and equipment		1,225,112			681,711
Construction in progress		108,486			24,493

Total		1,858,986			958,292
Less accumulated depreciation		(497,716	)		(416,764	)

Property, plant, and equipment, net	$	1,361,270		$	541,528

Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2016

Changes in Carrying Amount of Goodwill

Changes in the carrying amount of goodwill for the six months ended June 30, 2016 are as follows:


	North American		Food Away		Industrial
	Retail Grocery		From Home		and Export		Total
	(In thousands)
Balance at December 31, 2015	$	1,423,441	$	92,267	$	134,086	$	1,649,794
Acquisitions		1,050,383		73,541		—		1,123,924
Purchase price adjustments		5,218		365		—		5,583
Foreign currency exchange adjustments		7,947		775		—		8,722

Balance at June 30, 2016	$	2,486,989	$	166,948	$	134,086	$	2,788,023

Carrying Amounts of Indefinite Lives Intangible Assets Other Than Goodwill

The carrying amounts of our intangible assets with indefinite lives, other than goodwill, as of June 30, 2016 and December 31, 2015 are as follows:


	June 30, 2016		December 31, 2015
	(In thousands)
Trademarks	$	26,584	$	25,229

Total indefinite lived intangibles	$	26,584	$	25,229

Gross Carrying Amounts and Accumulated Amortization of Intangible Assets, with Finite Lives

The gross carrying amounts and accumulated amortization of intangible assets, with finite lives, as of June 30, 2016 and December 31, 2015 are as follows:


	June 30, 2016							December 31, 2015
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(In thousands)							(In thousands)
Intangible assets with finite lives:
Customer-related	$	1,289,210	$	(251,734	)	$	1,037,476	$	769,419	$	(208,962	)	$	560,457
Contractual agreements		2,974		(2,874	)		100		2,964		(2,831	)		133
Trademarks		65,362		(13,544	)		51,818		32,240		(11,091	)		21,149
Formulas/recipes		33,777		(10,201	)		23,576		10,471		(7,824	)		2,647
Computer software		104,671		(48,727	)		55,944		78,039		(40,999	)		37,040

Total finite lived intangibles	$	1,495,994	$	(327,080	)	$	1,168,914	$	893,133	$	(271,707	)	$	621,426

Estimated Amortization Expense on Intangible Assets

Estimated amortization expense on intangible assets for 2016 and the next four years is as follows:


	(In thousands)
2016	$	109,818
2017	$	111,535
2018	$	104,388
2019	$	102,961
2020	$	101,285

Accounts Payable and Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2016

Accounts Payable and Accrued Expenses


	June 30,		December 31,
	2016		2015
	(In thousands)
Accounts payable	$	439,672	$	202,065
Payroll and benefits		68,389		27,467
Interest		26,016		6,241
Taxes		21,450		1,499
Health insurance, workers’ compensation, and other insurance costs		18,248		9,331
Marketing expenses		18,794		7,435
Other accrued liabilities		13,854		6,542

Total	$	606,423	$	260,580

Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2016

Long-Term Debt


	June 30,			December 31,
	2016			2015
	(In thousands)
Revolving Credit Facility	$	271,000		$	353,000
Term Loan A		291,750			295,500
Term Loan A-1		185,000			190,000
Term Loan A-2		1,018,594			—
2022 Notes		400,000			400,000
2024 Notes		775,000			—
Tax increment financing and other debt		4,786			6,002

Total outstanding debt		2,946,130			1,244,502
Deferred financing costs		(36,699	)		(7,868	)
Less current portion		(49,929	)		(14,893	)

Total long-term debt	$	2,859,502		$	1,221,741

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2016

Summary 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 per share:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2016		2015		2016		2015
	(In thousands)				(In thousands)
Net income	$	15,648	$	31,362	$	12,302	$	49,214


Weighted average common shares outstanding		56,555		42,974		54,625		42,922
Assumed exercise/vesting of equity awards (1)		775		705		711		732

Weighted average diluted common shares outstanding		57,330		43,679		55,336		43,654


Net earnings per basic share	$	0.28	$	0.73	$	0.23	$	1.15
Net earnings per diluted share	$	0.27	$	0.72	$	0.22	$	1.13

(1)

Incremental shares from equity awards are computed using the treasury stock method. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 0.7 million and 1.0 million for the three and six months ended June 30, 2016, respectively, and 0.8 million and 0.7 million for the three and six months ended June 30, 2015, respectively.

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2016

Summary of Stock Option Activity

The following table summarizes stock option activity during the six months ended June 30, 2016. Stock options generally have a three year vesting schedule, which vest one-third on each of the first three anniversaries of the grant date, and expire ten years from the grant date.


								Weighted
						Weighted		Average
						Average		Remaining		Aggregate
	Employee			Director		Exercise		Contractual		Intrinsic
	Options			Options		Price		Term (yrs)		Value
	(In thousands)									(In thousands)
Outstanding, at December 31, 2015		1,918			20	$	57.18		6.2	$	41,793
Granted		448			—	$	96.88
Forfeited		(41	)		—	$	70.75
Exercised		(140	)		—	$	49.94

Outstanding, at June 30, 2016		2,185			20	$	65.45		6.6	$	82,015

Vested/expected to vest, at June 30, 2016		2,110			20	$	64.57		6.5	$	81,125

Exercisable, at June 30, 2016		1,371			20	$	52.16		5.0	$	70,223

Highlight of Stock Options Activity


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2016		2015		2016		2015
	(In millions)				(In millions)

Compensation expense	$	1.9	$	1.8	$	3.5	$	3.3
Intrinsic value of stock options exercised	$	4.7	$	2.4	$	6.0	$	13.4
Tax benefit recognized from stock option exercises	$	1.7	$	0.9	$	2.1	$	5.1

Summary of Restricted Stock Unit Activity

The following table summarizes the restricted stock unit activity during the six months ended June 30, 2016:


				Weighted					Weighted
	Employee			Average		Director			Average
	Restricted			Grant Date		Restricted			Grant Date
	Stock Units			Fair Value		Stock Units			Fair Value
	(In thousands)					(In thousands)
Outstanding, at December 31, 2015		312		$	76.36		111		$	52.60
Granted		380		$	91.28		13		$	98.28
Vested		(117	)	$	74.34		(20	)	$	58.91
Forfeited		(12	)	$	77.10		—		$	—

Outstanding, at June 30, 2016		563		$	86.82		104		$	56.95

Highlights of Restricted Stock Unit Activity


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2016		2015		2016		2015
	(In millions)				(In millions)

Compensation expense	$	4.5	$	3.4	$	8.0	$	6.0
Fair value of vested restricted stock units	$	12.9	$	12.3	$	13.1	$	12.9
Tax benefit recognized from vested restricted stock units	$	4.6	$	4.4	$	4.7	$	4.5

Summary of Performance Unit Activity

The following table summarizes the performance unit activity during the six months ended June 30, 2016:


				Weighted
				Average
	Performance			Grant Date
	Units			Fair Value
	(In thousands)
Unvested, at December 31, 2015		271		$	74.13
Granted		100		$	98.28
Vested		(85	)	$	66.01
Forfeited		(6	)	$	74.80

Unvested, at June 30, 2016		280		$	85.11

Highlight of Performance Unit Activity


	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2016		2015			2016		2015
	(In millions)					(In millions)
Compensation expense	$	1.7	$	(0.7	)	$	2.8	$	1.2
Fair value of vested performance units	$	11.4	$	4.5		$	11.4	$	4.5
Tax benefit recognized from performance units vested	$	4.1	$	1.7		$	4.1	$	1.7

Accumulated Other Comprehensive Loss (Tables)

6 Months Ended

Jun. 30, 2016

Components of Accumulated Other Comprehensive Loss Net of Tax Except for Foreign Currency Translation Adjustment

Accumulated other comprehensive loss consists of the following components, all of which are net of tax, except for the foreign currency translation adjustment:


				Unrecognized			Accumulated
	Foreign			Pension and			Other
	Currency			Postretirement			Comprehensive
	Translation (1)			Benefits (2)			Loss
	(In thousands)
Balance at December 31, 2015	$	(100,512	)	$	(12,956	)	$	(113,468	)
Other comprehensive income		28,883			—			28,883
Reclassifications from accumulated other comprehensive loss		—			516			516

Other comprehensive income		28,883			516			29,399

Balance at June 30, 2016	$	(71,629	)	$	(12,440	)	$	(84,069	)


				Unrecognized			Accumulated
	Foreign			Pension and			Other
	Currency			Postretirement			Comprehensive
	Translation (1)			Benefits (2)			Loss
	(In thousands)
Balance at December 31, 2014	$	(51,326	)	$	(13,005	)	$	(64,331	)
Other comprehensive loss		(20,318	)		—			(20,318	)
Reclassifications from accumulated other comprehensive loss		—			512			512

Other comprehensive (loss) income		(20,318	)		512			(19,806	)

Balance at June 30, 2015	$	(71,644	)	$	(12,493	)	$	(84,137	)

(1)

The foreign currency translation adjustment is not net of tax, as it pertains to the Company’s permanent investments in its Canadian and Italian subsidiaries.

(2)

The unrecognized pension and postretirement benefits reclassification is presented net of tax of $316 thousand for the six months ended June 30, 2016 and 2015. The reclassification is included in the computation of net periodic pension and postretirement cost, which is recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Income.

Reclassifications from Accumulated Other Comprehensive Income

The Condensed Consolidated Statements of Income lines impacted by reclassifications out of Accumulated other comprehensive loss are outlined below:


									Affected line in
	Reclassifications from Accumulated								the Condensed Consolidated
	Other Comprehensive Loss								Statements of Income
	Three months ended June 30,				Six months ended June 30,
	2016		2015		2016		2015
	(In thousands)				(In thousands)
Amortization of defined benefit pension items:
Prior service costs	$	35	$	36	$	70	$	73		(a)
Unrecognized net loss		380		378		762		755		(a)

Total before tax		415		414		832		828
Income taxes		157		158		316		316		Income taxes

Net of tax	$	258	$	256	$	516	$	512

(a)

These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost, and are recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Income.

Employee Retirement and Postretirement Benefits (Tables)

6 Months Ended

Jun. 30, 2016

Pension Benefits

Components of Net Periodic Costs

Components of net periodic pension expense are as follows:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
	(In thousands)
Service cost	$	1,279		$	621		$	2,328		$	1,243
Interest cost		4,091			713			7,071			1,425
Expected return on plan assets		(4,468	)		(765	)		(7,694	)		(1,530	)
Amortization of unrecognized prior service cost		52			52			105			105
Amortization of unrecognized net loss		382			365			765			730

Net periodic pension cost	$	1,336		$	986		$	2,575		$	1,973

Postretirement Benefits

Components of Net Periodic Costs

Components of net periodic postretirement expense are as follows:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
	(In thousands)						(In thousands)
Service cost	$	22		$	5		$	38		$	10
Interest cost		347			37			590			75
Amortization of unrecognized prior service cost		(17	)		(16	)		(35	)		(32	)
Amortization of unrecognized net loss		(2	)		13			(3	)		25

Net periodic postretirement cost	$	350		$	39		$	590		$	78

Other Operating Expense, Net (Tables)

6 Months Ended

Jun. 30, 2016

Other Operating Expenses

The Company incurred other operating expense for the three and six months ended June 30, 2016 and 2015, which consisted of the following:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2016		2015		2016		2015
	(In thousands)				(In thousands)
Restructuring	$	2,447	$	135	$	4,083	$	350
Other		858		—		916		—

Total other operating expense, net	$	3,305	$	135	$	4,999	$	350

Supplemental Cash Flow Information (Tables)

6 Months Ended

Jun. 30, 2016

Supplemental Cash Flow Information


	Six Months Ended
	June 30,
	2016		2015
	(In thousands)
Interest paid	$	33,343	$	21,332
Income taxes paid	$	46,426	$	20,211
Accrued purchase of property and equipment	$	11,492	$	8,008
Accrued other intangible assets	$	3,027	$	2,550

Derivative Instruments (Tables)

6 Months Ended

Jun. 30, 2016

Derivative, Fair Value, and Location on Condensed Consolidated Balance Sheet

The following table identifies the derivative, its fair value, and location on the Condensed Consolidated Balance Sheets:


		Fair Value
	Balance Sheet Location	June 30, 2016		December 31, 2015
		(In thousands)
Asset Derivatives
Foreign currency contracts	Prepaid expenses and other current assets	$	606	$	1,356

		$	606	$	1,356


Liability Derivatives
Commodity contracts	Accounts payable and accrued expenses	$	2,835	$	3,778
Foreign currency contracts	Accounts payable and accrued expenses		1,569		—
Interest rate swap agreements	Accounts payable and accrued expenses		1,594		—

		$	5,998	$	3,778

Gains and Losses on Derivative Contracts

We recorded the following gains and losses on our derivative contracts in the Condensed Consolidated Statements of Income:


			Three Months Ended						Six Months Ended
	Location of (Loss) Gain		June 30,						June 30,
	Recognized in Income		2016			2015			2016			2015
			(In thousands)						(In thousands)
Mark-to-market unrealized gain (loss):
Commodity contracts		Other (income) expense, net	$	521		$	1,098		$	943		$	1,041
Foreign currency contracts		Other (income) expense, net		2,806			889			(2,319	)		1,363
Interest rate swap agreements		Other (income) expense, net		(1,594	)		—			(1,594	)		—

Total unrealized gain (loss)				1,733			1,987			(2,970	)		2,404
Realized (loss) gain
Commodity contracts		Manufacturing related to cost of sales and transportation related to selling and distribution		(29	)		(929	)		(1,015	)		(1,759	)
Foreign currency contracts		Cost of sales		(2,735	)		461			(1,935	)		461

Total realized loss				(2,764	)		(468	)		(2,950	)		(1,298	)

Total (loss) gain			$	(1,031	)	$	1,519		$	(5,920	)	$	1,106

Fair Value (Tables)

6 Months Ended

Jun. 30, 2016

Carrying Value and Fair Value of Financial Instruments

The following table presents the carrying value and fair value of our financial instruments as of June 30, 2016 and December 31, 2015:


	June 30, 2016						December 31, 2015
	Carrying Value			Fair Value			Carrying Value			Fair Value			Level
	(In thousands)						(In thousands)
Not recorded at fair value (liability):
Revolving Credit Facility	$	(271,000	)	$	(266,349	)	$	(353,000	)	$	(352,932	)		2
Term Loan A	$	(291,750	)	$	(291,956	)	$	(295,500	)	$	(294,327	)		2
Term Loan A-1	$	(185,000	)	$	(185,257	)	$	(190,000	)	$	(190,200	)		2
Term Loan A-2	$	(1,018,594	)	$	(1,020,010	)	$	—		$	—			2
2022 Notes	$	(400,000	)	$	(409,500	)	$	(400,000	)	$	(383,000	)		2
2024 Notes	$	(775,000	)	$	(819,563	)	$	—		$	—			2

Recorded on a recurring basis at fair value (liability) asset:
Commodity contracts	$	(2,835	)	$	(2,835	)	$	(3,778	)	$	(3,778	)		2
Foreign currency contracts	$	(963	)	$	(963	)	$	1,356		$	1,356			2
Interest rate swap agreements	$	(1,594	)	$	(1,594	)	$	—		$	—			2
Investments	$	9,641		$	9,641		$	8,388		$	8,388			1

Segment and Geographic Information and Major Customers (Tables)

6 Months Ended

Jun. 30, 2016

Financial Information Relating to Reportable Segments

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, 2015.


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
	(In thousands)						(In thousands)
Net sales to external customers:
North American Retail Grocery	$	1,274,324		$	578,750		$	2,293,634		$	1,171,163
Food Away From Home		124,736			97,848			237,333			186,125
Industrial and Export		152,270			82,610			290,536			185,065
Unallocated		(9,941	)		—			(9,941	)		—

Total	$	1,541,389		$	759,208		$	2,811,562		$	1,542,353

Direct operating income:
North American Retail Grocery	$	155,678		$	81,256		$	283,633		$	158,356
Food Away From Home		19,050			14,539			34,965			26,562
Industrial and Export		12,803			14,097			33,893			35,619

Total		187,531			109,892			352,491			220,537
Unallocated selling and distribution expenses		(9,469	)		(1,964	)		(22,698	)		(5,121	)
Unallocated costs of sales (1)		(6,678	)		646			(19,318	)		(203	)
Unallocated corporate expense and other		(119,791	)		(54,053	)		(239,955	)		(113,996	)

Operating income		51,593			54,521			70,520			101,217
Other expense		(29,418	)		(6,734	)		(53,125	)		(27,629	)

Income before income taxes	$	22,175		$	47,787		$	17,395		$	73,588

(1)

Includes charges related to restructurings and other costs managed at corporate.

Net Sales by Major Products

The following table presents the Company’s net sales by major products for the three and six months ended June 30, 2016 and 2015. In 2016, as a result of the acquisition of the Private Brands Business, the Company made the following changes to its product categories: (1) Snacks was renamed Snack nuts and now includes the bars, fruit snacks, and cereal snack mixes from the Private Brands Business, (2) Dry dinners was renamed Pasta and dry dinners and now includes the dry pasta from the Private Brands Business, (3) Mexican and other sauces was renamed Sauces and now includes the sauces from the Private Brands Business, (4) Cookies and crackers was added to include the crackers, cookies, pretzels, pita chips, and candy from the Private Brands Business, and (5) Retail bakery was added to include the in-store bakery products, refrigerated dough, frozen griddle products (pancakes, waffles, and French toast), frozen bread products (breads, rolls, and biscuits), dessert products (frozen cookies and frozen cookie dough), and dry bakery mixes from the Private Brands Business. These changes did not require prior period adjustments.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2016		2015		2016		2015
	(In thousands)				(In thousands)
Products:
Snack nuts	$	351,398	$	165,381	$	611,395	$	311,880
Retail bakery		159,060		—		271,863		—
Cookies and crackers		159,340		—		263,239		—
Cereals		139,205		34,247		251,177		77,287
Pasta and dry dinners		133,637		29,524		235,548		62,935
Beverages		117,812		92,670		225,405		203,670
Salad dressings		103,914		100,178		197,589		184,344
Pickles		92,598		86,407		166,928		157,469
Sauces		87,027		58,795		163,683		117,226
Beverage enhancers		71,007		78,416		153,046		164,529
Soup and infant feeding		61,291		59,514		146,141		158,322
Aseptic products		24,533		29,092		51,365		53,970
Jams		28,910		12,273		49,866		24,222
Other products		11,657		12,711		24,317		26,499

Total net sales	$	1,541,389	$	759,208	$	2,811,562	$	1,542,353

Guarantor and Non-Guarantor Financial Information (Tables)

6 Months Ended

Jun. 30, 2016

Condensed Supplemental Consolidating Balance Sheet


Condensed Supplemental Consolidating Balance Sheet
June 30, 2016
(In thousands)

	Parent		Guarantor			Non-Guarantor
	Company		Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	741		$	50,850		$	—		$	51,591
Investments		—		—			9,641			—			9,641
Accounts receivable, net		1,342		314,970			46,149			—			362,461
Inventories, net		—		877,991			111,415			—			989,406
Assets held for sale		—		2,674			—			—			2,674
Prepaid expenses and other current assets		43,042		20,466			22,490			—			85,998

Total current assets		44,384		1,216,842			240,545			—			1,501,771
Property, plant, and equipment, net		26,679		1,181,805			152,786			—			1,361,270
Goodwill		—		2,655,511			132,512			—			2,788,023
Investment in subsidiaries		5,220,809		507,230			—			(5,728,039	)		—
Intercompany accounts receivable (payable), net		368,086		(341,516	)		(26,570	)		—			—
Deferred income taxes		18,649		—			—			(18,649	)		—
Intangible and other assets, net		50,956		1,063,531			133,052			—			1,247,539

Total assets	$	5,729,563	$	6,283,403		$	632,325		$	(5,746,688	)	$	6,898,603


Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	66,006	$	485,611		$	54,806		$	—		$	606,423
Current portion of long-term debt		46,552		3,222			155			—			49,929

Total current liabilities		112,558		488,833			54,961			—			656,352
Long-term debt		2,858,093		1,121			288			—			2,859,502
Deferred income taxes		—		384,349			47,658			(18,649	)		413,358
Other long-term liabilities		10,136		188,291			22,188			—			220,615
Stockholders’ equity		2,748,776		5,220,809			507,230			(5,728,039	)		2,748,776

Total liabilities and stockholders’ equity	$	5,729,563	$	6,283,403		$	632,325		$	(5,746,688	)	$	6,898,603


Condensed Supplemental Consolidating Balance Sheet
December 31, 2015
(In thousands)


	Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	10,384	$	91		$	24,444		$	—		$	34,919
Investments		—		—			8,388			—			8,388
Accounts receivable, net		17		182,524			20,657			—			203,198
Inventories, net		—		510,255			73,860			—			584,115
Prepaid expenses and other current assets		17,625		6,608			8,968			(16,618	)		16,583

Total current assets		28,026		699,478			136,317			(16,618	)		847,203
Property, plant, and equipment, net		26,294		470,639			44,595			—			541,528
Goodwill		—		1,526,004			123,790			—			1,649,794
Investment in subsidiaries		2,411,532		338,849			—			(2,750,381	)		—
Intercompany accounts receivable (payable), net		582,267		(553,408	)		(28,859	)		—			—
Deferred income taxes		18,092		—			—			(18,092	)		—
Intangible and other assets, net		46,041		504,127			114,103			—			664,271

Total assets	$	3,112,252	$	2,985,689		$	389,946		$	(2,785,091	)	$	3,702,796


Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	16,526	$	239,316		$	21,356		$	(16,618	)	$	260,580
Current portion of long-term debt		11,621		3,116			156			—			14,893

Total current liabilities		28,147		242,432			21,512			(16,618	)		275,473
Long-term debt		1,219,011		2,398			332			—			1,221,741
Deferred income taxes		—		272,910			24,290			(18,092	)		279,108
Other long-term liabilities		10,235		56,417			4,963			—			71,615
Stockholders’ equity		1,854,859		2,411,532			338,849			(2,750,381	)		1,854,859

Total liabilities and stockholders’ equity	$	3,112,252	$	2,985,689		$	389,946		$	(2,785,091	)	$	3,702,796

Condensed Supplemental Consolidating Statement of Income

Condensed Supplemental Consolidating Statement of Income
Three Months Ended June 30, 2016
(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,454,403		$	159,063		$	(72,077	)	$	1,541,389
Cost of sales		—			1,210,669			136,991			(72,077	)		1,275,583

Gross profit		—			243,734			22,072			—			265,806
Selling, general, and administrative expense		22,900			143,242			16,288			—			182,430
Amortization expense		2,256			23,842			2,380			—			28,478
Other operating expense, net		—			2,763			542			—			3,305

Operating (loss) income		(25,156	)		73,887			2,862			—			51,593
Interest expense		31,076			344			1,336			(1,218	)		31,538
Interest income		(1	)		(1,587	)		(272	)		1,218			(642	)
Other expense (income), net		1			2,599			(4,078	)		—			(1,478	)

(Loss) income before income taxes		(56,232	)		72,531			5,876			—			22,175
Income taxes (benefit)		(21,231	)		27,903			(145	)		—			6,527
Equity in net income (loss) of subsidiaries		50,649			6,021			—			(56,670	)		—

Net income (loss)	$	15,648		$	50,649		$	6,021		$	(56,670	)	$	15,648


Condensed Supplemental Consolidating Statement of Income
Three Months Ended June 30, 2015
(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	712,052		$	98,509		$	(51,353	)	$	759,208
Cost of sales		—			569,470			89,720			(51,353	)		607,837

Gross profit		—			142,582			8,789			—			151,371
Selling, general, and administrative expense		15,276			56,767			9,121			—			81,164
Amortization expense		2,044			10,914			2,593			—			15,551
Other operating expense, net		—			135			—			—			135

Operating (loss) income		(17,320	)		74,766			(2,925	)		—			54,521
Interest expense		10,900			220			1,723			(1,471	)		11,372
Interest income		(1	)		(1,471	)		(193	)		1,471			(194	)
Other expense (income), net		2			(3,287	)		(1,159	)		—			(4,444	)

(Loss) income before income taxes		(28,221	)		79,304			(3,296	)		—			47,787
Income taxes (benefit)		(10,777	)		28,927			(1,725	)		—			16,425
Equity in net income (loss) of subsidiaries		48,806			(1,571	)		—			(47,235	)		—

Net income (loss)	$	31,362		$	48,806		$	(1,571	)	$	(47,235	)	$	31,362


Condensed Supplemental Consolidating Statement of Income
Six Months Ended June 30, 2016
(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—			2,659,193			292,827			(140,458	)		2,811,562
Cost of sales		—			2,207,789			253,862			(140,458	)		2,321,193

Gross profit		—			451,404			38,965			—			490,369
Selling, general, and administrative expense		76,616			259,656			26,264			—			362,536
Amortization expense		4,459			43,230			4,625			—			52,314
Other operating expense, net		—			4,095			904			—			4,999

Operating (loss) income		(81,075	)		144,423			7,172			—			70,520
Interest expense		56,429			291			2,852			(2,366	)		57,206
Interest income		(2,228	)		(2,923	)		(676	)		2,366			(3,461	)
Other expense (income), net		2			(2,066	)		1,444			—			(620	)

(Loss) income before income taxes		(135,278	)		149,121			3,552			—			17,395
Income taxes (benefit)		(51,261	)		58,145			(1,791	)		—			5,093
Equity in net income (loss) of subsidiaries		96,319			5,343			—			(101,662	)		—

Net income (loss)	$	12,302			96,319			5,343			(101,662	)		12,302


Condensed Supplemental Consolidating Statement of Income
Six Months Ended June 30, 2015
(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,447,818		$	212,070		$	(117,535	)	$	1,542,353
Cost of sales		—			1,168,660			187,420			(117,535	)		1,238,545

Gross profit		—			279,158			24,650			—			303,808
Selling, general, and administrative expense		33,041			117,928			20,393			—			171,362
Amortization expense		3,871			21,792			5,216			—			30,879
Other operating expense, net		—			350			—			—			350

Operating (loss) income		(36,912	)		139,088			(959	)		—			101,217
Interest expense		22,430			382			3,168			(2,916	)		23,064
Interest income		(1,431	)		(2,916	)		(532	)		2,916			(1,963	)
Other expense (income), net		(2	)		5,791			739			—			6,528

(Loss) income before income taxes		(57,909	)		135,831			(4,334	)		—			73,588
Income taxes (benefit)		(22,113	)		49,313			(2,826	)		—			24,374
Equity in net income (loss) of subsidiaries		85,010			(1,508	)		—			(83,502	)		—

Net income (loss)	$	49,214		$	85,010		$	(1,508	)	$	(83,502	)	$	49,214

Condensed Supplemental Consolidating Statement of Comprehensive Income


Condensed Supplemental Consolidating Statement of Comprehensive Income
Three Months Ended June 30, 2016
(In thousands)


	Parent		Guarantor		Non-Guarantor
	Company		Subsidiaries		Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	15,648	$	50,649	$	6,021		$	(56,670	)	$	15,648

Other comprehensive income:
Foreign currency translation adjustments		—		—		4,617			—			4,617
Pension and postretirement reclassification adjustment, net of tax		—		258		—			—			258

Other comprehensive income		—		258		4,617			—			4,875
Equity in other comprehensive income (loss) of subsidiaries		4,875		4,617		—			(9,492	)		—

Comprehensive income (loss)	$	20,523	$	55,524	$	10,638		$	(66,162	)	$	20,523


Condensed Supplemental Consolidating Statement of Comprehensive Income
Three Months Ended June 30, 2015
(In thousands)


	Parent		Guarantor		Non-Guarantor
	Company		Subsidiaries		Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	31,362	$	48,806	$	(1,571	)	$	(47,235	)	$	31,362

Other comprehensive income:
Foreign currency translation adjustments		—		—		6,219			—			6,219
Pension and postretirement reclassification adjustment, net of tax		—		256		—			—			256

Other comprehensive income		—		256		6,219			—			6,475
Equity in other comprehensive income (loss) of subsidiaries		6,475		6,219		—			(12,694	)		—

Comprehensive income (loss)	$	37,837	$	55,281	$	4,648		$	(59,929	)	$	37,837


Condensed Supplemental Consolidating Statement of Comprehensive Income
Six Months Ended June 30, 2016
(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	12,302		$	96,319		$	5,343		$	(101,662	)	$	12,302

Other comprehensive (loss) income:
Foreign currency translation adjustments		—			—			28,883			—			28,883
Pension and postretirement reclassification adjustment, net of tax		—			516			—			—			516

Other comprehensive (loss) income		—			516			28,883			—			29,399
Equity in other comprehensive (loss) income of subsidiaries		29,399			28,883			—			(58,282	)		—

Comprehensive income (loss)	$	41,701		$	125,718		$	34,226		$	(159,944	)	$	41,701


Condensed Supplemental Consolidating Statement of Comprehensive Income
Six Months Ended June 30, 2015
(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	49,214		$	85,010		$	(1,508	)	$	(83,502	)	$	49,214

Other comprehensive (loss) income:
Foreign currency translation adjustments		—			—			(20,318	)		—			(20,318	)
Pension and postretirement reclassification adjustment, net of tax		—			512			—			—			512

Other comprehensive (loss) income		—			512			(20,318	)		—			(19,806	)
Equity in other comprehensive (loss) income of subsidiaries		(19,806	)		(20,318	)		—			40,124			—

Comprehensive income (loss)	$	29,408		$	65,204		$	(21,826	)	$	(43,378	)	$	29,408

Condensed Supplemental Consolidating Statement of Cash Flows


Condensed Supplemental Consolidating Statement of Cash Flows
Six Months Ended June 30, 2016
(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	45,799		$	300,279		$	(7,922	)	$	(101,147	)	$	237,009
Cash flows from investing activities:
Additions to property, plant, and equipment		(1,117	)		(73,837	)		(9,002	)		—			(83,956	)
Additions to intangible assets		(5,901	)		(13	)		—			—			(5,914	)
Intercompany transfer		102,059			(30,755	)		—			(71,304	)		—
Acquisitions, less cash acquired		(2,683,559	)		337			43,021			—			(2,640,201	)
Proceeds from sale of fixed assets		—			76			15			—			91
Purchase of investments		—			—			(530	)		—			(530	)
Increase in restricted cash		—			(605	)		—			—			(605	)
Other		—			—			(11	)		—			(11	)

Net cash (used in) provided by investing activities		(2,588,518	)		(104,797	)		33,493			(71,304	)		(2,731,126	)
Cash flows from financing activities:
Net borrowing (repayment) of debt		1,702,844			(2,144	)		4			—			1,700,704
Payment of deferred financing costs		(34,328	)		—			—			—			(34,328	)
Intercompany transfer		25,927			(192,688	)		(5,690	)		172,451			—
Net proceeds from issuance of common stock		835,131			—			—			—			835,131
Net payments related to stock-based award activities		(762	)		—			—			—			(762	)
Excess tax benefits from stock-based compensation		3,523			—			—			—			3,523

Net cash provided by (used in) financing activities		2,532,335			(194,832	)		(5,686	)		172,451			2,504,268
Effect of exchange rate changes on cash and cash equivalents		—			—			6,521			—			6,521

(Decrease) increase in cash and cash equivalents		(10,384	)		650			26,406			—			16,672
Cash and cash equivalents, beginning of period		10,384			91			24,444			—			34,919

Cash and cash equivalents, end of period	$	—		$	741		$	50,850		$	—		$	51,591

Condensed Supplemental Consolidating Statement of Cash Flows

Six Months Ended June 30, 2015

(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	31,490		$	197,748		$	2,554		$	(82,993	)	$	148,799
Cash flows from investing activities:
Additions to property, plant, and equipment		(599	)		(35,422	)		(3,104	)		—			(39,125	)
Additions to intangible assets		(5,819	)		(738	)		(126	)		—			(6,683	)
Intercompany transfer		(11,587	)		(86,534	)		—			98,121			—
Proceeds from sale of fixed assets		—			159			21			—			180
Purchase of investments		—			—			(311	)		—			(311	)

Net cash (used in) provided by investing activities		(18,005	)		(122,535	)		(3,520	)		98,121			(45,939	)
Cash flows from financing activities:
Net repayment of debt		(112,000	)		(1,958	)		(59	)		—			(114,017	)
Intercompany transfer		86,230			(74,509	)		3,407			(15,128	)		—
Net receipts related to stock-based award activities		1,112			—			—			—			1,112
Excess tax benefits from stock-based compensation		4,583			—			—			—			4,583

Net cash (used in) provided by financing activities		(20,075	)		(76,467	)		3,348			(15,128	)		(108,322	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(1,955	)		—			(1,955	)

(Decrease) increase in cash and cash equivalents		(6,590	)		(1,254	)		427			—			(7,417	)
Cash and cash equivalents, beginning of period		18,706			1,690			31,585			—			51,981

Cash and cash equivalents, end of period	$	12,116		$	436		$	32,012		$	—		$	44,564

Schedule of Facility Closures (Detail) $ in Thousands	6 Months Ended
Schedule of Facility Closures (Detail) $ in Thousands	Jun. 30, 2016 USD ($)
Restructuring Cost and Reserve [Line Items]
Total Costs to Close	$ 31,217
Restructuring Plan, One
Restructuring Cost and Reserve [Line Items]
Facility Location	City of Industry, California
Date of Closure Announcement	Nov. 18, 2015
End of Production	First quarter of 2016
Full Facility Closure	Third quarter of 2016
Primary Products Produced	Liquid non-dairy creamer and refrigerated salad dressings
Primary Segment(s) Affected	Food Away From Home
Total Costs to Close	$ 7,700
Restructuring Plan, Two
Restructuring Cost and Reserve [Line Items]
Facility Location	Ayer, Massachusetts
Date of Closure Announcement	Apr. 05, 2016
End of Production	First quarter of 2017
Full Facility Closure	Third quarter of 2017
Primary Products Produced	Spoonable dressings
Primary Segment(s) Affected	North American Retail Grocery, Food Away From Home
Total Costs to Close	$ 6,500
Restructuring Plan, Three
Restructuring Cost and Reserve [Line Items]
Facility Location	Azusa, California
Date of Closure Announcement	May 24, 2016
End of Production	Second quarter of 2017
Full Facility Closure	Second quarter of 2017
Primary Products Produced	Bars and snack products
Primary Segment(s) Affected	North American Retail Grocery
Total Costs to Close	$ 14,900
Restructuring Plan, Four
Restructuring Cost and Reserve [Line Items]
Facility Location	Ripon, Wisconsin
Date of Closure Announcement	May 24, 2016
End of Production	Fourth quarter of 2016
Full Facility Closure	Fourth quarter of 2016
Primary Products Produced	Sugar wafer cookies
Primary Segment(s) Affected	North American Retail Grocery
Total Costs to Close	$ 2,100
Expected payment in cash \| Restructuring Plan, One
Restructuring Cost and Reserve [Line Items]
Total Costs to Close	3,900
Expected payment in cash \| Restructuring Plan, Two
Restructuring Cost and Reserve [Line Items]
Total Costs to Close	5,300
Expected payment in cash \| Restructuring Plan, Three
Restructuring Cost and Reserve [Line Items]
Total Costs to Close	13,200
Expected payment in cash \| Restructuring Plan, Four
Restructuring Cost and Reserve [Line Items]
Total Costs to Close	$ 1,300

Restructuring - Additional Information (Detail) $ in Millions	6 Months Ended
	Jun. 30, 2016 USD ($)
City of Industry, California
Restructuring Cost and Reserve [Line Items]
Plant closure, reduction in expected costs	$ (4.2)

Aggregate Expenses Incurred Associated with Facility Closure (Detail) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2016 USD ($)	Jun. 30, 2016 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 2,947	$ 4,534
Cumulative costs to date	8,745	8,745
Total expected costs	31,217	31,217
Asset Related Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	674	1,506
Cumulative costs to date	4,526	4,526
Total expected costs	7,540	7,540
Employee Related Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	1,292	1,963
Cumulative costs to date	3,125	3,125
Total expected costs	8,547	8,547
Other closure costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	981	1,065
Cumulative costs to date	1,094	1,094
Total expected costs	$ 15,130	$ 15,130

Reconciliation of Liabilities (Detail) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2016
Restructuring Cost and Reserve [Line Items]
Expense	$ 2,947	$ 4,534
Severance
Restructuring Cost and Reserve [Line Items]
Balance as of December 31, 2015		395
Payments		(477)
Balance as of June 30, 2016	1,627	1,627
Severance \| Member Units
Restructuring Cost and Reserve [Line Items]
Expense		1,709
Multi-employer Pension Plan Withdrawal
Restructuring Cost and Reserve [Line Items]
Balance as of December 31, 2015		767
Balance as of June 30, 2016	767	767
Employee Related Costs
Restructuring Cost and Reserve [Line Items]
Balance as of December 31, 2015		1,162
Expense	1,292	1,963
Payments		(477)
Balance as of June 30, 2016	$ 2,394	2,394
Employee Related Costs \| Member Units
Restructuring Cost and Reserve [Line Items]
Expense		$ 1,709

Acquisitions - Additional Information (Detail) - USD ($)				3 Months Ended		5 Months Ended	6 Months Ended
	Jul. 25, 2016	Feb. 01, 2016	Jan. 26, 2016	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Business Acquisition [Line Items]
Business acquisition, cost of acquired entity, purchase price, net of cash							$ 2,640,201,000
Net proceeds from issuance of stock							835,131,000
Proceeds from issuance of 2024 Notes							775,000,000
Proceeds from issuance of term loans A-2							1,025,000,000
Goodwill				$ 2,788,023,000		$ 2,788,023,000	2,788,023,000		$ 1,649,794,000
Cost of sales				1,275,583,000	$ 607,837,000		2,321,193,000	$ 1,238,545,000
Purchase price adjustments							5,583,000
North American Retail Grocery
Business Acquisition [Line Items]
Goodwill				2,486,989,000		2,486,989,000	2,486,989,000		1,423,441,000
Purchase price adjustments							5,218,000
Food Away From Home
Business Acquisition [Line Items]
Goodwill				166,948,000		166,948,000	166,948,000		$ 92,267,000
Purchase price adjustments							365,000
Private brands business of ConAgra Foods
Business Acquisition [Line Items]
Business acquisition, cost of acquired entity, purchase price, net of cash		$ 2,644,400,000
Net proceeds from issuance of stock		835,100,000	$ 835,100,000
Proceeds from issuance of 2024 Notes		760,700,000
Proceeds from issuance of term loans A-2		1,025,000,000
Revolving credit facility - maximum borrowing capacity		900,000,000
Net sales						1,286,600,000
Net income						32,100,000
Integration costs						$ 6,500,000
Goodwill		1,129,507,000
Business acquisition related costs		35,200,000
Purchase price adjustments				5,600,000
Asset impairment charges								$ 1,300,000,000
Private brands business of ConAgra Foods \| Fair Value Adjustment to Inventory
Business Acquisition [Line Items]
Cost of sales				$ 200,000			$ 8,400,000
Private brands business of ConAgra Foods \| North American Retail Grocery
Business Acquisition [Line Items]
Goodwill		1,055,600,000
Private brands business of ConAgra Foods \| Food Away From Home
Business Acquisition [Line Items]
Goodwill		73,900,000
Private brands business of ConAgra Foods \| Customer relationships
Business Acquisition [Line Items]
Intangible asset		510,900,000
Private brands business of ConAgra Foods \| Customer relationships \| North American Retail Grocery
Business Acquisition [Line Items]
Intangible asset		$ 496,100,000
Finite-lived intangible assets, useful life		13 years
Private brands business of ConAgra Foods \| Customer relationships \| Food Away From Home
Business Acquisition [Line Items]
Intangible asset		$ 14,800,000
Finite-lived intangible assets, useful life		10 years
Private brands business of ConAgra Foods \| Trade names
Business Acquisition [Line Items]
Intangible asset		$ 33,000,000
Finite-lived intangible assets, useful life		10 years
Private brands business of ConAgra Foods \| Formulas/recipes
Business Acquisition [Line Items]
Intangible asset		$ 23,200,000
Finite-lived intangible assets, useful life		5 years
Private brands business of ConAgra Foods \| Computer software
Business Acquisition [Line Items]
Intangible asset		$ 19,576,000
Private brands business of ConAgra Foods \| Computer software \| Minimum
Business Acquisition [Line Items]
Finite-lived intangible assets, useful life		1 year
Private brands business of ConAgra Foods \| Computer software \| Maximum
Business Acquisition [Line Items]
Finite-lived intangible assets, useful life		5 years
Subsequent Event \| Private brands business of ConAgra Foods
Business Acquisition [Line Items]
Payment on purchase price adjustment	$ 4,200,000

Purchase Price Allocation to Net Tangible and Intangible Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands	Jun. 30, 2016	Feb. 01, 2016	Dec. 31, 2015
Business Acquisition [Line Items]
Goodwill	$ 2,788,023		$ 1,649,794
Private brands business of ConAgra Foods
Business Acquisition [Line Items]
Cash		$ 43,358
Receivables		171,008
Inventory		444,860
Property, plant, and equipment		804,234
Other assets		52,418
Goodwill		1,129,507
Assets acquired		3,232,061
Deferred taxes		(136,622)
Assumed current liabilities		(252,172)
Assumed long-term liabilities		(155,545)
Total purchase price		2,687,722
Private brands business of ConAgra Foods \| Customer relationships
Business Acquisition [Line Items]
Intangible asset		510,900
Private brands business of ConAgra Foods \| Trade names
Business Acquisition [Line Items]
Intangible asset		33,000
Private brands business of ConAgra Foods \| Computer software
Business Acquisition [Line Items]
Intangible asset		19,576
Private brands business of ConAgra Foods \| Formulas/recipes
Business Acquisition [Line Items]
Intangible asset		$ 23,200

Business Acquisition Pro Forma Information (Detail) - Private brands business of ConAgra Foods - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Pro forma net sales	$ 1,678,636	$ 3,135,525	$ 3,349,034
Pro forma net income (loss)	$ 26,562	$ 34,017	$ (744,313)
Pro forma basic earnings (loss) per common share	$ 0.47	$ 0.60	$ (13.25)
Pro forma diluted earnings (loss) per common share	$ 0.47	$ 0.59	$ (13.25)

Investments (Detail) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Investment [Line Items]
Total investments	$ 9,641	$ 8,388
Equity \| United States
Investment [Line Items]
Total investments	6,988	5,283
Equity \| Non-U.S.
Investment [Line Items]
Total investments	1,622	1,574
Fixed Income
Investment [Line Items]
Total investments	$ 1,031	$ 1,531

Investments - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015	Dec. 31, 2014
Investment [Line Items]
Cash and cash equivalents	$ 51,591	$ 51,591	$ 44,564	$ 34,919	$ 51,981
Net unrealized investment gains (losses)		128	$ 154
Realized gains on investments		100
Interest expense
Investment [Line Items]
Net unrealized investment gains (losses)	(100)	(400)
Interest income
Investment [Line Items]
Net unrealized investment gains (losses)	200	500
Foreign Jurisdictions
Investment [Line Items]
Cash and cash equivalents	50,900	50,900		$ 24,400
Prepaid expenses and other current assets
Investment [Line Items]
Restricted Cash and Cash Equivalents	$ 2,900	$ 2,900

Inventories (Detail) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Inventory [Line Items]
Raw materials and supplies	$ 420,711	$ 274,007
Finished goods	588,972	331,535
LIFO reserve	(20,277)	(21,427)
Total inventories	$ 989,406	$ 584,115

Inventories - Additional Information (Detail) - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
Inventory [Line Items]
LIFO inventory	$ 98.5	$ 88.1
Inventory accounted for under the weighted average cost method	$ 131.7	$ 128.9

Property, Plant, and Equipment (Detail) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Land	$ 70,326	$ 25,954
Buildings and improvements	455,062	226,134
Machinery and equipment	1,225,112	681,711
Construction in progress	108,486	24,493
Total	1,858,986	958,292
Less accumulated depreciation	(497,716)	(416,764)
Property, plant, and equipment, net	$ 1,361,270	$ 541,528

Property, Plant, and Equipment - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 44,900	$ 15,500	$ 80,512	$ 30,888

Changes in Carrying Amount of Goodwill (Detail) $ in Thousands	6 Months Ended
	Jun. 30, 2016 USD ($)
Goodwill [Line Items]
Beginning Balance	$ 1,649,794
Acquisitions	1,123,924
Purchase price adjustments	5,583
Foreign currency exchange adjustments	8,722
Ending Balance	2,788,023
North American Retail Grocery
Goodwill [Line Items]
Beginning Balance	1,423,441
Acquisitions	1,050,383
Purchase price adjustments	5,218
Foreign currency exchange adjustments	7,947
Ending Balance	2,486,989
Food Away From Home
Goodwill [Line Items]
Beginning Balance	92,267
Acquisitions	73,541
Purchase price adjustments	365
Foreign currency exchange adjustments	775
Ending Balance	166,948
Industrial and Export
Goodwill [Line Items]
Beginning Balance	134,086
Ending Balance	$ 134,086

Goodwill and Intangible Assets - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment loss	$ 0		$ 0
Total intangible assets, excluding goodwill	1,195,498,000		1,195,498,000		$ 646,655,000
Amortization expense on intangible assets	$ 28,478,000	$ 15,551,000	$ 52,314,000	$ 30,879,000

Carrying Amounts of Intangible Assets with Indefinite Lives Other Than Goodwill (Detail) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Indefinite-lived Intangible Assets [Line Items]
Indefinite lived intangibles	$ 26,584	$ 25,229
Trademarks
Indefinite-lived Intangible Assets [Line Items]
Indefinite lived intangibles	$ 26,584	$ 25,229

Gross Carrying Amounts and Accumulated Amortization of Intangible Assets, with Finite Lives (Detail) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,495,994	$ 893,133
Accumulated Amortization	(327,080)	(271,707)
Net Carrying Amount	1,168,914	621,426
Customer-related Intangible Assets
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,289,210	769,419
Accumulated Amortization	(251,734)	(208,962)
Net Carrying Amount	1,037,476	560,457
Contractual agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,974	2,964
Accumulated Amortization	(2,874)	(2,831)
Net Carrying Amount	100	133
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	65,362	32,240
Accumulated Amortization	(13,544)	(11,091)
Net Carrying Amount	51,818	21,149
Formulas/recipes
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	33,777	10,471
Accumulated Amortization	(10,201)	(7,824)
Net Carrying Amount	23,576	2,647
Computer software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	104,671	78,039
Accumulated Amortization	(48,727)	(40,999)
Net Carrying Amount	$ 55,944	$ 37,040

Estimated Amortization Expense on Intangible Assets (Detail) $ in Thousands	Jun. 30, 2016 USD ($)
Finite-Lived Intangible Assets [Line Items]
2016	$ 109,818
2017	111,535
2018	104,388
2019	102,961
2020	$ 101,285

Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Accounts Payable and Accrued Liabilities [Line Items]
Accounts payable	$ 439,672	$ 202,065
Payroll and benefits	68,389	27,467
Interest	26,016	6,241
Taxes	21,450	1,499
Health insurance, workers' compensation, and other insurance costs	18,248	9,331
Marketing expenses	18,794	7,435
Other accrued liabilities	13,854	6,542
Total	$ 606,423	$ 260,580

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Income Taxes [Line Items]
Effective income tax rate	29.40%	34.40%	29.30%	33.10%
Reversal of tax reserve assumed in prior acquisition	$ 0.9
Decrease in total amount of unrecognized tax benefits within the next 12 months	17.6		$ 17.6
Unrecognized tax benefits that would affect net income	0.1		$ 0.1
Other (income) expense, net
Income Taxes [Line Items]
Indemnification asset write-off	$ 0.9

Long-Term Debt (Detail) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Tax increment financing and other debt	$ 4,786	$ 6,002
Total outstanding debt	2,946,130	1,244,502
Deferred financing costs	(36,699)	(7,868)
Less current portion	(49,929)	(14,893)
Total long-term debt	2,859,502	1,221,741
Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility	271,000	353,000
Term Loan A
Debt Instrument [Line Items]
Term Loan	291,750	295,500
Term Loan A-1
Debt Instrument [Line Items]
Term Loan	185,000	190,000
Term Loan A 2
Debt Instrument [Line Items]
Term Loan	1,018,594
2022 Notes
Debt Instrument [Line Items]
Senior notes	400,000	$ 400,000
2024 Notes
Debt Instrument [Line Items]
Senior notes	$ 775,000

Long-Term Debt - Additional Information (Detail) - USD ($) $ in Millions		3 Months Ended
	Feb. 01, 2016	Jun. 30, 2016
Debt Instrument [Line Items]
Fees related to amended and restated credit agreement		$ 20.3
Average interest rate on debt outstanding		2.50%
Term Loan A 2
Debt Instrument [Line Items]
Debt instrument, leverage ratio	350.00%
Term loan maturity date	Feb. 01, 2021
Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility maturity date	Feb. 01, 2021
Term Loan A
Debt Instrument [Line Items]
Term loan maturity date	Feb. 01, 2021
Term Loan A-1
Debt Instrument [Line Items]
Term loan maturity date	Feb. 01, 2021

Long-Term Debt - Additional Information - Revolving Credit Facility (Detail) - USD ($)		3 Months Ended	6 Months Ended
	Feb. 01, 2016	Mar. 31, 2016	Jun. 30, 2016
Direct And Indirect Guarantor Subsidiaries
Debt Instrument [Line Items]
Ownership percentage of direct and indirect guarantor subsidiary		100.00%
Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility available			$ 575,400,000
Revolving credit facility - maximum borrowing capacity	$ 900,000,000
Letters of credit facility issued but undrawn			$ 53,600,000
Revolving credit availability reduced by undrawn letters of credit			There were $53.6 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.
Minimum payment default amount that triggers a Cross default provision	$ 75,000,000
Revolving Credit Facility \| Prior Credit Agreement
Debt Instrument [Line Items]
Term loan maturity date	May 06, 2019
Revolving Credit Facility \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Description of interest rate options	The interest rates under the Amended and Restated Credit Agreement are based on the Company's consolidated leverage ratio
Revolving Credit Facility \| London Interbank Offered Rate (LIBOR) \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.25%
Revolving Credit Facility \| London Interbank Offered Rate (LIBOR) \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	3.00%
Revolving Credit Facility \| Base Rate Margin
Debt Instrument [Line Items]
Description of interest rate options	The interest rates under the Credit Agreement are based on the Company's consolidated leverage ratio
Revolving Credit Facility \| Base Rate Margin \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.25%
Revolving Credit Facility \| Base Rate Margin \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.00%

Long-Term Debt - Additional Information - Term Loan A (Detail) - Term Loan A - USD ($) $ in Thousands	Feb. 01, 2016	May 06, 2014	Jun. 30, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Term loan maturity date	Feb. 01, 2021
Term loan - issuance amount		$ 300,000
Frequency of payments		Quarterly
Term loans			$ 291,750	$ 295,500
Prior Credit Agreement
Debt Instrument [Line Items]
Term loan maturity date		May 06, 2021
London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Description of interest rate options		The interest rates applicable to Term Loan A are based on the Company's consolidated leverage ratio
London Interbank Offered Rate (LIBOR) \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		1.25%
London Interbank Offered Rate (LIBOR) \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		3.00%
Base Rate Margin
Debt Instrument [Line Items]
Description of interest rate options		The interest rates applicable to Term Loan A are based on the Company's consolidated leverage ratio
Base Rate Margin \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		0.25%
Base Rate Margin \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		2.00%

Long-Term Debt - Additional Information - Term Loan A-1 (Detail) - Term Loan A-1 - USD ($) $ in Thousands	Feb. 01, 2016	Jul. 29, 2014	Jun. 30, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Term loan maturity date	Feb. 01, 2021
Term loan - issuance amount		$ 200,000
Term loans			$ 185,000	$ 190,000
Payment frequency		Quarterly
London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Description of interest rate options		The interest rates applicable to Term Loan A-1 are based on the Company's consolidated leverage ratio
London Interbank Offered Rate (LIBOR) \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		1.25%
London Interbank Offered Rate (LIBOR) \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		3.00%
Base Rate Margin
Debt Instrument [Line Items]
Description of interest rate options		The interest rates applicable to Term Loan A-1 are based on the Company's consolidated leverage ratio
Base Rate Margin \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		0.25%
Base Rate Margin \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		2.00%
Prior Credit Agreement
Debt Instrument [Line Items]
Term loan maturity date		May 06, 2019

Long-Term Debt - Additional Information - Term Loan A-2 (Detail) - Term Loan A 2 - USD ($) $ in Thousands	Feb. 01, 2016	Jun. 30, 2016
Debt Instrument [Line Items]
Term loan maturity date	Feb. 01, 2021
Term loan - issuance amount	$ 1,025,000
Term loans		$ 1,018,594
Payment frequency	Quarterly
Payment start date	Jun. 30, 2016
London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Description of interest rate options	The interest rates applicable to Term Loan A-2 are based on the Company's consolidated leverage ratio
London Interbank Offered Rate (LIBOR) \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.25%
London Interbank Offered Rate (LIBOR) \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	3.00%
Base Rate Margin
Debt Instrument [Line Items]
Description of interest rate options	The interest rates applicable to Term Loan A-2 are based on the Company's consolidated leverage ratio
Base Rate Margin \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.25%
Base Rate Margin \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.00%

Long-Term Debt - Additional Information - 2022 Notes (Detail) - USD ($) $ in Millions		3 Months Ended	6 Months Ended
	Mar. 11, 2014	Mar. 31, 2014	Jun. 30, 2016
2022 Notes
Debt Instrument [Line Items]
Gross proceeds from issuance of debt	$ 400
Underwriting discount	6
Net proceeds from issuance of debt	$ 394
Stated debt interest rate	4.875%
Effective interest rate on senior notes	4.99%
Term loan maturity date	Mar. 15, 2022
Redemption prices, plus accrued and unpaid interest, Percentage			101.00%
Senior notes, early redemption description			In the event of a change in control of the Company, the Company will be required to make an offer to purchase the 2022 Notes at a purchase price equal to 101% of the principal amount of the 2022 Notes, plus accrued and unpaid interest up to the purchase date.
2018 Notes
Debt Instrument [Line Items]
Stated debt interest rate	7.75%	7.75%
Term loan maturity date		Mar. 01, 2018
Debt Instrument, Redemption, Period One \| 2022 Notes
Debt Instrument [Line Items]
Redemption prices, plus accrued and unpaid interest, Percentage			100.00%
Senior notes, early redemption end date			Mar. 15, 2017
Senior notes, early redemption description			The Company may redeem some or all of the 2022 Notes at any time prior to March 15, 2017 at a price equal to 100% of the principal amount of the 2022 Notes redeemed, plus an applicable "make-whole" premium.
Debt Instrument, Redemption, Period Two \| 2022 Notes
Debt Instrument [Line Items]
Redemption prices, plus accrued and unpaid interest, Percentage			104.875%
Senior notes, early redemption end date			Mar. 15, 2017
Senior notes, early redemption description			In addition, at any time prior to March 15, 2017, the Company may redeem up to 35% of the 2022 Notes at a redemption price of 104.875% of the principal amount of the 2022 Notes redeemed with the net cash proceeds of certain equity offerings.
Senior notes, redemption rate of principal amount			35.00%
Debt Instrument, Redemption, Period Three \| 2022 Notes
Debt Instrument [Line Items]
Senior notes, early redemption description			On or after March 15, 2017, the Company may redeem some or all of the 2022 Notes at redemption prices set forth in the Indenture.
Senior notes, early redemption start date			Mar. 15, 2017

Long-Term Debt - Additional Information - 2024 Notes (Detail) - USD ($) $ in Millions		6 Months Ended
	Jan. 29, 2016	Jun. 30, 2016
2024 Notes
Debt Instrument [Line Items]
Aggregate principal amount	$ 775.0
Stated debt interest rate	6.00%
Term loan maturity date	Feb. 15, 2024
Net proceeds from the issuance of the 2024 Notes	$ 760.7
Effective interest rate on senior notes	6.23%
Interest payment dates of 2024 Notes	February 15 and August 15 of each year, beginning August 15, 2016
Senior notes, redemption rate of principal amount		101.00%
2024 Notes \| Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Senior notes, early redemption description		The Company may redeem some or all of the 2024 Notes at any time on or after February 15, 2019 at the applicable redemption prices described in the Indenture plus accrued and unpaid interest, if any, up to but not including the redemption date
Senior notes, early redemption start date		Feb. 15, 2019
2024 Notes \| Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Senior notes, early redemption description		In addition, prior to February 15, 2019, the Company may redeem all or a portion of the 2024 Notes at a price equal to 100% of the principal amount plus the "make-whole" premium set forth in the Indenture plus accrued and unpaid interest, if any, up to but not including the redemption date.
Senior notes, redemption rate of principal amount		100.00%
Senior notes, early redemption end date		Feb. 15, 2019
2024 Notes \| Debt Instrument, Redemption, Period Three
Debt Instrument [Line Items]
Senior notes, early redemption description		The Company may also redeem up to 40% of the 2024 Notes prior to February 15, 2019 with the net cash proceeds received from certain equity offerings at the redemption price set forth in the Indenture.
Senior notes, early redemption end date		Feb. 15, 2019
Senior notes, redemption rate of principal amount		40.00%
2022 Notes and 2024 Notes
Debt Instrument [Line Items]
Indenture accreted amount due and payable percentage		25.00%

Long-Term Debt - Additional Information - Tax Increment Financing (Detail) - Tax Increment Financing - USD ($) $ in Millions		6 Months Ended
	Dec. 15, 2001	Jun. 30, 2016
Debt Instrument [Line Items]
Tax Increment Financing - issuance amount	$ 4.0
Maturity Date		May 01, 2019
Tax increment financing		$ 1.0
Stated debt interest rate		7.16%
Discussion on use of funds	On December 15, 2001, the Urban Redevelopment Authority of Pittsburgh ("URA") issued $4.0 million of redevelopment bonds, pursuant to a "Tax Increment Financing Plan" to assist with certain aspects of the development and construction of the Company's Pittsburgh, Pennsylvania facilities. The agreement was transferred to the Company as part of the acquisition of the soup and infant feeding business.

Identification of the lender and information about a contractual promise to repay a short-term or long-term obligation, which includes borrowings under lines of credit, notes payable, commercial paper, bonds payable, debentures, and other contractual obligations for payment. This may include rationale for entering into the arrangement, significant terms of the arrangement, which may include amount, repayment terms, priority, collateral required, debt covenants, borrowing capacity, call features, participation rights, conversion provisions, sinking-fund requirements, voting rights, basis for conversion if convertible and remarketing provisions. The description may be provided for individual debt instruments, rational groupings of debt instruments, or by debt in total.

Schedule of Weighted Average Number of Diluted Shares Outstanding [Line Items]

Long-Term Debt - Additional Information - Interest Rate Swap Agreements (Detail) - Interest rate swap	1 Months Ended
	Jun. 30, 2016 USD ($)
Debt Instrument [Line Items]
Derivative notional amount	$ 500,000,000
Weighted average fixed interest rate	0.86%
Derivative contract, term	37 months
Derivative contract, date entered	Jan. 31, 2017
Derivative contract, date matures	Feb. 28, 2020
Minimum
Debt Instrument [Line Items]
Borrowing cost percentage on swapped principal	2.11%
Maximum
Debt Instrument [Line Items]
Borrowing cost percentage on swapped principal	3.86%

Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands			6 Months Ended
	Feb. 01, 2016	Jan. 26, 2016	Jun. 30, 2016	Dec. 31, 2015
Stockholders Equity Note [Line Items]
Common stock, shares authorized			90,000,000	90,000,000
Common stock, par value			$ 0.01	$ 0.01
Proceeds from issuance of stock			$ 835,131
Net proceeds recorded in additional paid-in capital			$ 2,059,247	$ 1,207,167
Common stock, shares issued			56,702,000	43,126,000
Common stock, shares outstanding			56,702,000	43,126,000
Preferred stock, shares authorized			10,000,000	10,000,000
Preferred stock, par value			$ 0.01	$ 0.01
Private brands business of ConAgra Foods
Stockholders Equity Note [Line Items]
Shares issuable, in relation to the acquisition, shares		13,269,230
Shares issuable, in relation to the acquisition, price per share		$ 65.00
Shares issuable, in relation to the acquisition, value		$ 862,500
Proceeds from issuance of stock	$ 835,100	835,100
Net proceeds recorded in additional paid-in capital		835,000
Net proceeds recorded in common stock at par value		$ 100

Summary of Effect of Share-Based Compensation Awards on Weighted Average Number of Shares Outstanding Used in Calculating Diluted Earnings Per Share (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Jun. 30, 2016

Jun. 30, 2015

Net income

$ 15,648

$ 31,362

$ 12,302

$ 49,214

Weighted average common shares outstanding

56,555

42,974

54,625

42,922

Assumed exercise/vesting of equity awards

^[1]

775

705

711

732

Weighted average diluted common shares outstanding

57,330

43,679

55,336

43,654

Net earnings per basic share

$ 0.28

$ 0.73

$ 0.23

$ 1.15

Net earnings per diluted share

$ 0.27

$ 0.72

$ 0.22

$ 1.13

[1]

Incremental shares from equity awards are computed using the treasury stock method. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 0.7 million and 1.0 million for the three and six months ended June 30, 2016, respectively, and 0.8 million and 0.7 million for the three and six months ended June 30, 2015, respectively.

Summary of Effect of Share-Based Compensation Awards on Weighted Average Number of Shares Outstanding Used in Calculating Diluted Earnings Per Share (Parenthetical) (Detail) - shares shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Schedule of Weighted Average Number of Diluted Shares Outstanding [Line Items]
Equity awards, excluded from computation of diluted earnings	0.7	0.8	1.0	0.7

Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
	Jun. 27, 2016	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense		$ 8,100	$ 4,500	$ 14,324	$ 10,463
Tax benefit recognized related to the compensation cost of share-based awards		3,000	$ 1,600	$ 5,200	$ 3,700
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation arrangement, award vesting period				3 years
Share based compensation arrangement, award expiration period				10 years
Compensation costs, unrecognized		$ 17,500		$ 17,500
Compensation costs, recognition weighted average remaining period (in years)				2 years 4 months 24 days
Weighted average expected volatility				25.12%
Weighted average risk-free interest rate				1.16%
Expected term				6 years
Expected dividends				0.00%
Weighted average grant date fair				$ 26.02
Employee Stock Option \| Year One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation arrangement, award vesting percentage				33.33%
Employee Stock Option \| Year Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation arrangement, award vesting percentage				33.33%
Employee Stock Option \| Year Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation arrangement, award vesting percentage				33.33%
Employee Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock units, vested				117,000
Employee Restricted Stock Units \| Year One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation arrangement, award vesting percentage				33.33%
Employee Restricted Stock Units \| Year Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation arrangement, award vesting percentage				33.33%
Employee Restricted Stock Units \| Year Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation arrangement, award vesting percentage				33.33%
Director Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted stock units, earned and deferred		91,000		91,000
Stock units, vested				20,000
Employee Restricted Stock Units and Director Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation costs, unrecognized		$ 40,300		$ 40,300
Compensation costs, recognition weighted average remaining period (in years)				2 years 4 months 24 days
Performance Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation arrangement, award vesting period				3 years
Compensation costs, unrecognized		$ 15,500		$ 15,500
Compensation costs, recognition weighted average remaining period (in years)				2 years 6 months
Performance units converted into shares of common stock	110,468
Stock units, vested	84,897			85,000
Conversion ratio of awards vesting	130.00%
Performance Units \| Each of the three performance periods \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Predefined percentage for calculation of performance unit awards				0.00%
Performance Units \| Each of the three performance periods \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Predefined percentage for calculation of performance unit awards				200.00%
Performance Units \| Cumulative performance period \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Predefined percentage for calculation of performance unit awards				0.00%
Performance Units \| Cumulative performance period \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Predefined percentage for calculation of performance unit awards				200.00%
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		12,300,000		12,300,000
Shares available		2,000,000		2,000,000

Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Employee And Director Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding, Beginning Balance	$ 57.18
Granted	96.88
Forfeited	70.75
Exercised	49.94
Outstanding, Ending Balance	65.45	$ 57.18
Vested/expected to vest, at June 30, 2016	64.57
Exercisable, at June 30, 2016	$ 52.16
Outstanding, Ending Balance	6 years 7 months 6 days	6 years 2 months 12 days
Vested/expected to vest, at June 30, 2016	6 years 6 months
Exercisable, at June 30, 2016	5 years
Outstanding, Ending Balance	$ 82,015	$ 41,793
Vested/expected to vest, at June 30, 2016	81,125
Exercisable, at June 30, 2016	$ 70,223
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding, Beginning Balance	1,918
Granted	448
Forfeited	(41)
Exercised	(140)
Outstanding, Ending Balance	2,185	1,918
Vested/expected to vest, at June 30, 2016	2,110
Exercisable, at June 30, 2016	1,371
Director Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding, Beginning Balance	20
Outstanding, Ending Balance	20	20
Vested/expected to vest, at June 30, 2016	20
Exercisable, at June 30, 2016	20

Summary of Employee and Director Stock Option Highlights (Detail) - Employee And Director Stock Option - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 1.9	$ 1.8	$ 3.5	$ 3.3
Intrinsic value of stock options exercised	4.7	2.4	6.0	13.4
Tax benefit recognized from stock option exercises	$ 1.7	$ 0.9	$ 2.1	$ 5.1

Summary of Restricted Stock and Restricted Stock Unit Activity (Detail) shares in Thousands	6 Months Ended
	Jun. 30, 2016 $ / shares shares
Employee Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning Balance \| shares	312
Granted \| shares	380
Vested \| shares	(117)
Forfeited \| shares	(12)
Ending Balance \| shares	563
Beginning Balance \| $ / shares	$ 76.36
Granted \| $ / shares	91.28
Vested \| $ / shares	74.34
Forfeited \| $ / shares	77.10
Ending Balance \| $ / shares	$ 86.82
Director Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning Balance \| shares	111
Granted \| shares	13
Vested \| shares	(20)
Ending Balance \| shares	104
Beginning Balance \| $ / shares	$ 52.60
Granted \| $ / shares	98.28
Vested \| $ / shares	58.91
Ending Balance \| $ / shares	$ 56.95

Summary of Employee and Director Restricted Stock and Restricted Stock Highlights (Detail) - Employee Restricted Stock Units and Director Restricted Stock Units - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 4.5	$ 3.4	$ 8.0	$ 6.0
Fair value of vested restricted stock units	12.9	12.3	13.1	12.9
Tax benefit recognized from vested restricted stock units	$ 4.6	$ 4.4	$ 4.7	$ 4.5

Summary of Performance Unit Activity (Detail) - Performance Units - $ / shares		6 Months Ended
	Jun. 27, 2016	Jun. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning Balance		271,000
Granted		100,000
Vested	(84,897)	(85,000)
Forfeited		(6,000)
Ending Balance		280,000
Beginning Balance		$ 74.13
Granted		98.28
Vested		66.01
Forfeited		74.80
Ending Balance		$ 85.11

Summary of Performance Unit Highlights (Detail) - Performance Units - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 1.7	$ (0.7)	$ 2.8	$ 1.2
Fair value of vested performance units	11.4	4.5	11.4	4.5
Tax benefit recognized from performance units vested	$ 4.1	$ 1.7	$ 4.1	$ 1.7

Components of Accumulated Other Comprehensive Loss Net of Tax Except for Foreign Currency Translation Adjustment (Detail) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Jun. 30, 2016

Jun. 30, 2015

Accumulated Other Comprehensive Income (Loss) [Line Items]

Other comprehensive income (loss)

$ 1,854,859

28,883

$ (20,318)

Reclassifications from accumulated other comprehensive loss

$ 258

$ 256

516

512

4,875

6,475

29,399

(19,806)

Foreign Currency Translation

2,748,776

Accumulated Other Comprehensive Income (Loss) [Line Items]

Other comprehensive income (loss)

^[1]

(100,512)

(51,326)

^[1]

28,883

(20,318)

^[1]

28,883

(20,318)

Unrecognized Pension and Postretirement Benefits

^[1]

(71,629)

(71,644)

(71,629)

(71,644)

Accumulated Other Comprehensive Income (Loss) [Line Items]

Reclassifications from accumulated other comprehensive loss

^[2]

(12,956)

(13,005)

^[2]

516

512

^[2]

516

512

Accumulated Other Comprehensive Loss

^[2]

(12,440)

(12,493)

(12,440)

(12,493)

Accumulated Other Comprehensive Income (Loss) [Line Items]

(113,468)

(64,331)

Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]

$ (84,069)

$ (84,137)

$ (84,069)

$ (84,137)

[1]	The foreign currency translation adjustment is not net of tax, as it pertains to the Company's permanent investments in its Canadian and Italian subsidiaries.
[2]	The unrecognized pension and postretirement benefits reclassification is presented net of tax of $316 thousand for the six months ended June 30, 2016 and 2015. The reclassification is included in the computation of net periodic pension and postretirement cost, which is recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Income.

Components of Accumulated Other Comprehensive Loss Net of Tax Except for Foreign Currency Translation Adjustment (Parenthetical) (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Accumulated Other Comprehensive Income (Loss) [Line Items]
Pension and postretirement reclassification adjustment, tax	$ 157	$ 158	$ 316	$ 316

Reclassifications from Accumulated Other Comprehensive Loss (Detail) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Jun. 30, 2016

Jun. 30, 2015

Reclassifications from accumulated other comprehensive loss, Net of tax

$ 258

$ 256

$ 516

$ 512

Prior service costs

Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]

Reclassifications from accumulated other comprehensive loss, before tax

^[1]

35

36

70

73

Unrecognized net loss

Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]

Reclassifications from accumulated other comprehensive loss, before tax

^[1]

380

378

762

755

Unrecognized Pension and Postretirement Benefits

Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]

Reclassifications from accumulated other comprehensive loss, before tax

415

414

832

828

Income taxes

$ 157

$ 158

316

Reclassifications from accumulated other comprehensive loss, Net of tax

^[2]

$ 516

$ 512

[1]	These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement cost, and are recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Income.
[2]	The unrecognized pension and postretirement benefits reclassification is presented net of tax of $316 thousand for the six months ended June 30, 2016 and 2015. The reclassification is included in the computation of net periodic pension and postretirement cost, which is recorded in the Cost of sales and General and administrative lines of the Condensed Consolidated Statements of Income.

Employee Retirement and Postretirement Benefits - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2016 USD ($)	Feb. 01, 2016 USD ($) plan
Private brands business of ConAgra Foods
Defined Benefit Plan Disclosure [Line Items]
Number of pension plans acquired \| plan		3
Number of postretirement benefit plan acquired \| plan		1
Net unfunded liability associated with pension and postretirement benefit plans		$ (76,100,000)
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Contribution to pension plans	$ 2,400,000
Expected contribution for benefit plans in the remaining current fiscal year	0
Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Expected contribution for benefit plans in the remaining current fiscal year	$ 200,000

Components of Net Periodic Costs (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Pension Benefits
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	$ 1,279	$ 621	$ 2,328	$ 1,243
Interest cost	4,091	713	7,071	1,425
Expected return on plan assets	(4,468)	(765)	(7,694)	(1,530)
Amortization of unrecognized prior service cost	52	52	105	105
Amortization of unrecognized net loss	382	365	765	730
Net periodic pension cost	1,336	986	2,575	1,973
Postretirement Benefits
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	22	5	38	10
Interest cost	347	37	590	75
Amortization of unrecognized prior service cost	(17)	(16)	(35)	(32)
Amortization of unrecognized net loss	(2)	13	(3)	25
Net periodic pension cost	$ 350	$ 39	$ 590	$ 78

Other Operating Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Other Operating Expense (Detail) - USD ($) $ in Thousands	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Other Operating Income Expense Net [Line Items]
Restructuring	$ 2,447	$ 135	$ 4,083	$ 350
Other	858		916
Total other operating expense, net	$ 3,305	$ 135	$ 4,999	$ 350

Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Schedule of Cash Flow, Supplemental [Line Items]
Interest paid	$ 33,343	$ 21,332
Income taxes paid	46,426	20,211
Accrued purchase of property and equipment	11,492	8,008
Accrued other intangible assets	$ 3,027	$ 2,550

Supplemental Cash Flow Information - Additional Information (Detail) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Schedule of Cash Flow, Supplemental [Line Items]
Restricted stock, restricted stock units and performance units, vesting shares	$ 24.0	$ 17.4

Derivative Instruments - Additional Information (Detail)	1 Months Ended	6 Months Ended
	Jun. 30, 2016 USD ($) gal MW lb DTH bu	Jun. 30, 2016 USD ($) gal MW lb DTH bu
Foreign Currency Contract
Derivative [Line Items]
Derivative notional amount \| $	$ 57,300,000	$ 57,300,000
Derivative, expiration period		Expiring throughout 2016
Electricity Contract
Derivative [Line Items]
Derivative, expiration period		Throughout 2016
Notional amount outstanding \| MW	29,940	29,940
Diesel Contract
Derivative [Line Items]
Derivative, expiration period		Throughout 2016
Notional amount outstanding \| gal	1,400,000	1,400,000
Natural Gas Contract
Derivative [Line Items]
Derivative, expiration period		Throughout 2016
Notional amount outstanding \| DTH	1,100,000	1,100,000
Cucumber Contract
Derivative [Line Items]
Derivative, expiration period		Throughout 2016
Notional amount outstanding	600,000	600,000
Flour Contract
Derivative [Line Items]
Derivative, expiration period		Throughout 2016
Notional amount outstanding	1,700,000	1,700,000
Plastics Contracts
Derivative [Line Items]
Derivative, expiration period		Throughout 2016
Notional amount outstanding \| lb	12,600,000	12,600,000
Interest rate swap
Derivative [Line Items]
Derivative notional amount \| $	$ 500,000,000	$ 500,000,000
Weighted average fixed interest rate	0.86%	0.86%
Derivative contract, term	37 months
Derivative contract, date entered	Jan. 31, 2017
Derivative contract, date matures	Feb. 28, 2020
Corn Contract
Derivative [Line Items]
Derivative, expiration period		Throughout 2016 and early 2017
Notional amount outstanding	900,000	900,000

Derivative, Fair Value, and Location on Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Derivatives, Fair Value [Line Items]
Asset derivative, fair value	$ 606	$ 1,356
Liability derivative, fair value	5,998	3,778
Commodity contracts \| Accounts payable and accrued expenses
Derivatives, Fair Value [Line Items]
Liability derivative, fair value	2,835	3,778
Foreign Currency Contract \| Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset derivative, fair value	606	$ 1,356
Foreign Currency Contract \| Accounts payable and accrued expenses
Derivatives, Fair Value [Line Items]
Liability derivative, fair value	1,569
Interest rate swap \| Accounts payable and accrued expenses
Derivatives, Fair Value [Line Items]
Liability derivative, fair value	$ 1,594

Gains and Losses on Derivative Contracts (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Derivative Instruments, Gain (Loss) [Line Items]
Mark to market unrealized gain (loss), commodity	$ 1,733	$ 1,987	$ (2,970)	$ 2,404
Realized (loss) gain	(2,764)	(468)	(2,950)	(1,298)
Total (loss) gain	(1,031)	1,519	(5,920)	1,106
Commodity contracts \| Other (income) expense, net
Derivative Instruments, Gain (Loss) [Line Items]
Mark to market unrealized gain (loss), commodity	521	1,098	943	1,041
Commodity contracts \| Selling and distribution
Derivative Instruments, Gain (Loss) [Line Items]
Realized (loss) gain	(29)	(929)	(1,015)	(1,759)
Foreign Currency Contract \| Other (income) expense, net
Derivative Instruments, Gain (Loss) [Line Items]
Mark to market unrealized gain (loss), Derivative	2,806	889	(2,319)	1,363
Foreign Currency Contract \| Cost of sales
Derivative Instruments, Gain (Loss) [Line Items]
Realized (loss) gain	(2,735)	$ 461	(1,935)	$ 461
Interest rate swap \| Other (income) expense, net
Derivative Instruments, Gain (Loss) [Line Items]
Mark to market unrealized gain (loss), Derivative	$ (1,594)		$ (1,594)

Carrying Value and Fair Value of Financial Instruments (Detail) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liability	$ (5,998)	$ (3,778)
Carrying Value \| Fair Value, Inputs, Level 2 \| Revolving Credit Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Revolving Credit Facility	(271,000)	(353,000)
Carrying Value \| Fair Value, Inputs, Level 2 \| Term Loan A
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Term Loan	(291,750)	(295,500)
Carrying Value \| Fair Value, Inputs, Level 2 \| Term Loan A-1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Term Loan	(185,000)	(190,000)
Carrying Value \| Fair Value, Inputs, Level 2 \| Term Loan A 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Term Loan	(1,018,594)
Carrying Value \| Fair Value, Inputs, Level 2 \| 2022 Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes	(400,000)	(400,000)
Carrying Value \| Fair Value, Inputs, Level 2 \| Senior Notes Due Two Thousand Twenty Four [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes	(775,000)
Carrying Value \| Fair Value, Measurements, Recurring \| Fair Value, Inputs, Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments	9,641	8,388
Carrying Value \| Fair Value, Measurements, Recurring \| Commodity contracts \| Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liability	(2,835)	(3,778)
Carrying Value \| Fair Value, Measurements, Recurring \| Foreign Currency Contract \| Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative assets (liability)	(963)	1,356
Carrying Value \| Fair Value, Measurements, Recurring \| Interest rate swap \| Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liability	(1,594)
Fair Value \| Fair Value, Inputs, Level 2 \| Revolving Credit Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Revolving Credit Facility	(266,349)	(352,932)
Fair Value \| Fair Value, Inputs, Level 2 \| Term Loan A
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Term Loan	(291,956)	(294,327)
Fair Value \| Fair Value, Inputs, Level 2 \| Term Loan A-1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Term Loan	(185,257)	(190,200)
Fair Value \| Fair Value, Inputs, Level 2 \| Term Loan A 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Term Loan	(1,020,010)
Fair Value \| Fair Value, Inputs, Level 2 \| 2022 Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes	(409,500)	(383,000)
Fair Value \| Fair Value, Inputs, Level 2 \| Senior Notes Due Two Thousand Twenty Four [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes	(819,563)
Fair Value \| Fair Value, Measurements, Recurring \| Fair Value, Inputs, Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments	9,641	8,388
Fair Value \| Fair Value, Measurements, Recurring \| Commodity contracts \| Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liability	(2,835)	(3,778)
Fair Value \| Fair Value, Measurements, Recurring \| Foreign Currency Contract \| Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative assets (liability)	(963)	$ 1,356
Fair Value \| Fair Value, Measurements, Recurring \| Interest rate swap \| Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liability	$ (1,594)

Financial Information Relating to Reportable Segments (Detail) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Jun. 30, 2016

Jun. 30, 2015

$ 1,541,389

$ 759,208

$ 2,811,562

$ 1,542,353

selling and distribution expenses

187,531

109,892

352,491

220,537

(104,363)

(42,797)

(189,835)

(88,595)

Costs of sales

(1,275,583)

(607,837)

(2,321,193)

(1,238,545)

Operating (loss) income

51,593

54,521

70,520

101,217

Other expense

(29,418)

(6,734)

(53,125)

(27,629)

Income (loss) before income taxes

22,175

47,787

17,395

73,588

North American Retail Grocery

1,274,324

578,750

2,293,634

1,171,163

155,678

81,256

283,633

158,356

Food Away From Home

124,736

97,848

237,333

186,125

19,050

14,539

34,965

26,562

Industrial and Export

152,270

82,610

290,536

185,065

Unallocated Amount to Segment

12,803

14,097

33,893

35,619

selling and distribution expenses

(9,941)

(9,469)

(1,964)

(22,698)

(5,121)

Costs of sales

^[1]

(6,678)

646

(19,318)

(203)

Unallocated corporate expense and other

$ (119,791)

$ (54,053)

$ (239,955)

$ (113,996)

[1]	Includes charges related to restructurings and other costs managed at corporate.

Segment and Geographic Information and Major Customers - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Walmart Stores, Inc. and affiliates \| Sales Revenue, Net \| Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	18.70%	20.90%
Outside of the United States \| Sales Revenue, Net \| Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	9.00%	11.20%
Outside of the United States \| Property, Plant and Equipment \| Geographic Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	11.20%	8.80%
Canada \| Sales Revenue, Net \| Geographic Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	7.10%	10.20%

Net Sale by Major Products (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Segment Reporting Information [Line Items]
Net sales	$ 1,541,389	$ 759,208	$ 2,811,562	$ 1,542,353
Snack Nuts
Segment Reporting Information [Line Items]
Net sales	351,398	165,381	611,395	311,880
Retail Bakery
Segment Reporting Information [Line Items]
Net sales	159,060		271,863
Cereals
Segment Reporting Information [Line Items]
Net sales	139,205	34,247	251,177	77,287
Beverages
Segment Reporting Information [Line Items]
Net sales	117,812	92,670	225,405	203,670
Cookies and Crackers
Segment Reporting Information [Line Items]
Net sales	159,340		263,239
Pasta and Dry Dinners
Segment Reporting Information [Line Items]
Net sales	133,637	29,524	235,548	62,935
Salad Dressings
Segment Reporting Information [Line Items]
Net sales	103,914	100,178	197,589	184,344
Soup and infant feeding
Segment Reporting Information [Line Items]
Net sales	61,291	59,514	146,141	158,322
Beverage Enhancers
Segment Reporting Information [Line Items]
Net sales	71,007	78,416	153,046	164,529
Sauces
Segment Reporting Information [Line Items]
Net sales	87,027	58,795	163,683	117,226
Pickles
Segment Reporting Information [Line Items]
Net sales	92,598	86,407	166,928	157,469
Aseptic products
Segment Reporting Information [Line Items]
Net sales	24,533	29,092	51,365	53,970
Jams
Segment Reporting Information [Line Items]
Net sales	28,910	12,273	49,866	24,222
Other products
Segment Reporting Information [Line Items]
Net sales	$ 11,657	$ 12,711	$ 24,317	$ 26,499

Condensed Supplemental Consolidating Balance Sheet (Detail) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 51,591	$ 34,919	$ 44,564	$ 51,981
Investments	9,641	8,388
Accounts receivable, net	362,461	203,198
Inventories, net	989,406	584,115
Assets held for sale	2,674
Prepaid expenses and other current assets	85,998	16,583
Total current assets	1,501,771	847,203
Property, plant, and equipment, net	1,361,270	541,528
Goodwill	2,788,023	1,649,794
Intangible and other assets, net	1,247,539	664,271
Total assets	6,898,603	3,702,796
Current liabilities:
Accounts payable and accrued expenses	606,423	260,580
Current portion of long-term debt	49,929	14,893
Total current liabilities	656,352	275,473
Long-term debt	2,859,502	1,221,741
Deferred income taxes	413,358	279,108
Other long-term liabilities	220,615	71,615
Stockholders' equity	2,748,776	1,854,859
Total liabilities and stockholders' equity	6,898,603	3,702,796
Eliminations
Current assets:
Prepaid expenses and other current assets		(16,618)
Total current assets		(16,618)
Investment in subsidiaries	(5,728,039)	(2,750,381)
Deferred income taxes	(18,649)	(18,092)
Total assets	(5,746,688)	(2,785,091)
Current liabilities:
Accounts payable and accrued expenses		(16,618)
Total current liabilities		(16,618)
Deferred income taxes	(18,649)	(18,092)
Stockholders' equity	(5,728,039)	(2,750,381)
Total liabilities and stockholders' equity	(5,746,688)	(2,785,091)
Parent Company
Current assets:
Cash and cash equivalents		10,384	12,116	18,706
Accounts receivable, net	1,342	17
Prepaid expenses and other current assets	43,042	17,625
Total current assets	44,384	28,026
Property, plant, and equipment, net	26,679	26,294
Investment in subsidiaries	5,220,809	2,411,532
Intercompany accounts receivable (payable), net	368,086	582,267
Deferred income taxes	18,649	18,092
Intangible and other assets, net	50,956	46,041
Total assets	5,729,563	3,112,252
Current liabilities:
Accounts payable and accrued expenses	66,006	16,526
Current portion of long-term debt	46,552	11,621
Total current liabilities	112,558	28,147
Long-term debt	2,858,093	1,219,011
Other long-term liabilities	10,136	10,235
Stockholders' equity	2,748,776	1,854,859
Total liabilities and stockholders' equity	5,729,563	3,112,252
Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	741	91	436	1,690
Accounts receivable, net	314,970	182,524
Inventories, net	877,991	510,255
Assets held for sale	2,674
Prepaid expenses and other current assets	20,466	6,608
Total current assets	1,216,842	699,478
Property, plant, and equipment, net	1,181,805	470,639
Goodwill	2,655,511	1,526,004
Investment in subsidiaries	507,230	338,849
Intercompany accounts receivable (payable), net	(341,516)	(553,408)
Intangible and other assets, net	1,063,531	504,127
Total assets	6,283,403	2,985,689
Current liabilities:
Accounts payable and accrued expenses	485,611	239,316
Current portion of long-term debt	3,222	3,116
Total current liabilities	488,833	242,432
Long-term debt	1,121	2,398
Deferred income taxes	384,349	272,910
Other long-term liabilities	188,291	56,417
Stockholders' equity	5,220,809	2,411,532
Total liabilities and stockholders' equity	6,283,403	2,985,689
Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	50,850	24,444	$ 32,012	$ 31,585
Investments	9,641	8,388
Accounts receivable, net	46,149	20,657
Inventories, net	111,415	73,860
Prepaid expenses and other current assets	22,490	8,968
Total current assets	240,545	136,317
Property, plant, and equipment, net	152,786	44,595
Goodwill	132,512	123,790
Intercompany accounts receivable (payable), net	(26,570)	(28,859)
Intangible and other assets, net	133,052	114,103
Total assets	632,325	389,946
Current liabilities:
Accounts payable and accrued expenses	54,806	21,356
Current portion of long-term debt	155	156
Total current liabilities	54,961	21,512
Long-term debt	288	332
Deferred income taxes	47,658	24,290
Other long-term liabilities	22,188	4,963
Stockholders' equity	507,230	338,849
Total liabilities and stockholders' equity	$ 632,325	$ 389,946

Condensed Supplemental Consolidating Statement of Income (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Condensed Financial Statements, Captions [Line Items]
Net sales	$ 1,541,389	$ 759,208	$ 2,811,562	$ 1,542,353
Cost of sales	1,275,583	607,837	2,321,193	1,238,545
Gross profit	265,806	151,371	490,369	303,808
Selling, general and administrative expense	182,430	81,164	362,536	171,362
Amortization expense	28,478	15,551	52,314	30,879
Other operating expense, net	3,305	135	4,999	350
Operating (loss) income	51,593	54,521	70,520	101,217
Interest expense	31,538	11,372	57,206	23,064
Interest income	(642)	(194)	(3,461)	(1,963)
Other expense (income), net	1,478	(4,444)	620	(6,528)
Income (loss) before income taxes	22,175	47,787	17,395	73,588
Income taxes (benefit)	6,527	16,425	5,093	24,374
Net income	15,648	31,362	12,302	49,214
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net sales	(72,077)	(51,353)	(140,458)	(117,535)
Cost of sales	(72,077)	(51,353)	(140,458)	(117,535)
Interest expense	(1,218)	(1,471)	(2,366)	(2,916)
Interest income	1,218	1,471	2,366	2,916
Equity in net income (loss) of subsidiaries	(56,670)	(47,235)	(101,662)	(83,502)
Net income	(56,670)	(47,235)	(101,662)	(83,502)
Parent Company
Condensed Financial Statements, Captions [Line Items]
Selling, general and administrative expense	22,900	15,276	76,616	33,041
Amortization expense	2,256	2,044	4,459	3,871
Operating (loss) income	(25,156)	(17,320)	(81,075)	(36,912)
Interest expense	31,076	10,900	56,429	22,430
Interest income	(1)	(1)	(2,228)	(1,431)
Other expense (income), net	(1)	2	(2)	2
Income (loss) before income taxes	(56,232)	(28,221)	(135,278)	(57,909)
Income taxes (benefit)	(21,231)	(10,777)	(51,261)	(22,113)
Equity in net income (loss) of subsidiaries	50,649	48,806	96,319	85,010
Net income	15,648	31,362	12,302	49,214
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net sales	1,454,403	712,052	2,659,193	1,447,818
Cost of sales	1,210,669	569,470	2,207,789	1,168,660
Gross profit	243,734	142,582	451,404	279,158
Selling, general and administrative expense	143,242	56,767	259,656	117,928
Amortization expense	23,842	10,914	43,230	21,792
Other operating expense, net	2,763	135	4,095	350
Operating (loss) income	73,887	74,766	144,423	139,088
Interest expense	344	220	291	382
Interest income	(1,587)	(1,471)	(2,923)	(2,916)
Other expense (income), net	(2,599)	(3,287)	2,066	(5,791)
Income (loss) before income taxes	72,531	79,304	149,121	135,831
Income taxes (benefit)	27,903	28,927	58,145	49,313
Equity in net income (loss) of subsidiaries	6,021	(1,571)	5,343	(1,508)
Net income	50,649	48,806	96,319	85,010
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net sales	159,063	98,509	292,827	212,070
Cost of sales	136,991	89,720	253,862	187,420
Gross profit	22,072	8,789	38,965	24,650
Selling, general and administrative expense	16,288	9,121	26,264	20,393
Amortization expense	2,380	2,593	4,625	5,216
Other operating expense, net	542		904
Operating (loss) income	2,862	(2,925)	7,172	(959)
Interest expense	1,336	1,723	2,852	3,168
Interest income	(272)	(193)	(676)	(532)
Other expense (income), net	4,078	(1,159)	(1,444)	(739)
Income (loss) before income taxes	5,876	(3,296)	3,552	(4,334)
Income taxes (benefit)	(145)	(1,725)	(1,791)	(2,826)
Net income	$ 6,021	$ (1,571)	$ 5,343	$ (1,508)

Condensed Supplemental Consolidating Statement of Comprehensive Income (Detail) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Jun. 30, 2016

Jun. 30, 2015

Condensed Financial Statements, Captions [Line Items]

$ 15,648

$ 31,362

$ 12,302

$ 49,214

Foreign currency translation adjustments

4,617

6,219

28,883

(20,318)

Pension and postretirement reclassification adjustment, net of tax

^[1]

258

256

516

512

4,875

6,475

29,399

(19,806)

Condensed Financial Statements, Captions [Line Items]

20,523

37,837

41,701

29,408

Eliminations

(56,670)

(47,235)

(101,662)

(83,502)

Equity in other comprehensive (loss) income of subsidiaries

(9,492)

(12,694)

(58,282)

40,124

Condensed Financial Statements, Captions [Line Items]

(66,162)

(59,929)

(159,944)

(43,378)

Parent Company

15,648

31,362

12,302

49,214

Equity in other comprehensive (loss) income of subsidiaries

4,875

6,475

29,399

(19,806)

Condensed Financial Statements, Captions [Line Items]

20,523

37,837

41,701

29,408

Guarantor Subsidiaries

50,649

48,806

96,319

85,010

Pension and postretirement reclassification adjustment, net of tax

258

256

516

512

Equity in other comprehensive (loss) income of subsidiaries

258

256

516

512

4,617

6,219

28,883

(20,318)

Non-Guarantor Subsidiaries

55,524

55,281

125,718

65,204

Condensed Financial Statements, Captions [Line Items]

6,021

(1,571)

5,343

(1,508)

Foreign currency translation adjustments

4,617

6,219

28,883

(20,318)

4,617

6,219

28,883

(20,318)