10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended September 30, 2017.

or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period from                to

Commission File Number 001-32504

TreeHouse Foods, Inc.

(Exact name of the registrant as specified in its charter)

Delaware	20-2311383
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
2021 Spring Road, Suite 600
Oak Brook, IL	60523
(Address of principal executive offices)	(Zip Code)

(Registrant’s telephone number, including area code) (708) 483-1300

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting Company	☐
(Do not check if a smaller reporting company)
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ☐    No  ☒

Number of shares of Common Stock, $0.01 par value, outstanding as of October 31, 2017: 57,215,184

Table of Contents

	Page
Part I — Financial Information
Item 1 — Financial Statements (Unaudited)	3
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3 — Quantitative and Qualitative Disclosures About Market Risk	53
Item 4 — Controls and Procedures	54
Report of Independent Registered Public Accounting Firm	55
Part II — Other Information
Item 1 — Legal Proceedings	56
Item 1A — Risk Factors	56
Item 6 — Exhibits	57
Signatures	58

2

Part I — Financial Information

Item 1. Financial Statements

TREEHOUSE FOODS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per share data)

	September 30,			December 31,
	2017			2016
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	131.9		$	62.1
Investments		13.2			10.4
Receivables, net		432.1			429.0
Inventories		1,137.5			978.0
Assets held for sale		—			3.6
Prepaid expenses and other current assets		110.4			77.6
Total current assets		1,825.1			1,560.7
Property, plant, and equipment, net		1,289.8			1,359.3
Goodwill		2,459.2			2,447.2
Intangible assets, net		1,068.3			1,137.6
Other assets, net		43.2			41.0
Total assets	$	6,685.6		$	6,545.8
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	773.8		$	626.8
Current portion of long-term debt		72.1			66.4
Total current liabilities		845.9			693.2
Long-term debt		2,620.4			2,724.8
Deferred income taxes		421.4			422.2
Other long-term liabilities		200.6			202.3
Total liabilities		4,088.3			4,042.5
Commitments and contingencies (Note 15)
Stockholders’ equity:
Preferred stock, par value $0.01 per share, 10.0 shares authorized, none issued		—			—
Common stock, par value $0.01 per share, 90.0 shares authorized, 57.2 and 56.8    shares issued and outstanding, respectively		0.6			0.6
Additional paid-in capital		2,101.4			2,071.9
Retained earnings		554.9			532.1
Accumulated other comprehensive loss		(59.6	)		(101.3	)
Total stockholders’ equity		2,597.3			2,503.3
Total liabilities and stockholders’ equity	$	6,685.6		$	6,545.8

See Notes to Condensed Consolidated Financial Statements.

3

TREEHOUSE FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
	(Unaudited)						(Unaudited)
Net sales	$	1,548.8		$	1,586.9		$	4,607.2		$	4,398.5
Cost of sales		1,288.7			1,301.3			3,783.8			3,622.5
Gross profit		260.1			285.6			823.4			776.0
Operating expenses:
Selling and distribution		95.6			102.2			295.0			292.0
General and administrative		67.1			71.9			229.3			244.6
Amortization expense		28.5			28.6			85.8			80.9
Other operating expense, net		11.1			5.3			111.9			10.3
Total operating expenses		202.3			208.0			722.0			627.8
Operating income		57.8			77.6			101.4			148.2
Other expense:
Interest expense		31.4			30.8			92.9			88.0
Interest income		(0.4	)		(0.1	)		(3.5	)		(3.5	)
Gain on foreign currency exchange		(2.5	)		(1.1	)		(2.8	)		(6.0	)
Other (income) expense, net		(0.8	)		(4.6	)		1.0			(0.3	)
Total other expense		27.7			25.0			87.6			78.2
Income before income taxes		30.1			52.6			13.8			70.0
Income taxes		1.3			15.2			(9.0	)		16.8
Net income	$	28.8		$	37.4		$	22.8		$	53.2
Net earnings per common share:
Basic	$	0.50		$	0.66		$	0.40		$	0.96
Diluted	$	0.50		$	0.65		$	0.40		$	0.95
Weighted average common shares:
Basic		57.3			56.8			57.1			55.4
Diluted		57.7			57.6			57.7			56.2

See Notes to Condensed Consolidated Financial Statements.

4

TREEHOUSE FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME  

(In millions)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2017		2016			2017		2016
	(Unaudited)					(Unaudited)
Net income	$	28.8	$	37.4		$	22.8	$	53.2
Other comprehensive income:
Foreign currency translation adjustments		18.0		(7.3	)		34.5		21.6
Pension and postretirement reclassification adjustment (1)		0.1		0.3			7.2		0.8
Other comprehensive income (loss)		18.1		(7.0	)		41.7		22.4
Comprehensive income	$	46.9	$	30.4		$	64.5	$	75.6

(1) Net of tax of $0.1 million and $0.2 million for the three months ended September 30, 2017 and 2016, respectively, and $4.4 million and $0.5 million for the nine months ended September 30, 2017 and 2016, respectively.

See Notes to Condensed Consolidated Financial Statements.

5

TREEHOUSE FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

	Nine Months Ended
	September 30,
	2017			2016
	(Unaudited)
Cash flows from operating activities:
Net income	$	22.8		$	53.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		213.2			208.1
Stock-based compensation		25.2			22.8
Loss on divestiture		85.6			—
Other		0.7			(10.8	)
Changes in operating assets and liabilities, net of effect of acquisitions:
Receivables		0.2			(16.8	)
Inventories		(205.0	)		(8.1	)
Prepaid expenses and other assets		(39.2	)		(32.2	)
Accounts payable, accrued expenses, and other liabilities		159.9			82.2
Net cash provided by operating activities		263.4			298.4
Cash flows from investing activities:
Additions to property, plant, and equipment		(102.5	)		(131.9	)
Additions to intangible assets		(18.6	)		(10.9	)
Acquisitions, less cash acquired		—			(2,644.4	)
Proceeds from sale of fixed assets		7.2			1.5
Proceeds from divestiture		19.3			—
Other		(1.0	)		(1.4	)
Net cash used in investing activities		(95.6	)		(2,787.1	)
Cash flows from financing activities:
Borrowings under Revolving Credit Facility		584.5			239.3
Payments under Revolving Credit Facility		(634.5	)		(313.3	)
Proceeds from issuance of Term Loan A-2		—			1,025.0
Proceeds from issuance of 2024 Notes		—			775.0
Payments on capitalized lease obligations and other debt		(2.3	)		(2.6	)
Payment of deferred financing costs		—			(34.3	)
Payments on Term Loans		(50.8	)		(25.9	)
Net proceeds from issuance of common stock		—			835.1
Receipts related to stock-based award activities		11.1			7.6
Payments related to stock-based award activities		(6.7	)		(8.7	)
Net cash (used in) provided by financing activities		(98.7	)		2,497.2
Effect of exchange rate changes on cash and cash equivalents		0.7			3.8
Net increase in cash and cash equivalents		69.8			12.3
Cash and cash equivalents, beginning of period		62.1			34.9
Cash and cash equivalents, end of period	$	131.9		$	47.2
Supplemental cash flow disclosures
Interest paid	$	102.8		$	80.8
Income taxes paid		25.8			49.5
Non-cash investing activities:
Accrued purchase of property and equipment	$	20.9		$	15.5
Accrued other intangible assets		3.8			4.4

See Notes to Condensed Consolidated Financial Statements.

6

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the nine months ended September 30, 2017

(Unaudited)

1. BASIS OF PRESENTATION

The unaudited Condensed Consolidated Financial Statements included herein have been prepared by TreeHouse Foods, Inc. and its consolidated subsidiaries (the “Company,” “TreeHouse,” “we,” “us,” or “our”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to quarterly reporting on Form 10-Q. In our opinion, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted as permitted by such rules and regulations. Certain prior year amounts in the Condensed Consolidated Statements of Cash Flows have been reclassified to conform to the current period presentation. 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, 2016. Results of operations for interim periods are not necessarily indicative of annual results.

In the first quarter of 2017, the Company completed changes in its organizational structure that resulted in a change in how the Company manages its business and allocates resources. As a result, the Company revised its reportable segments to reflect how management currently reviews financial information and makes operating decisions. See Note 18 for additional details. All prior period amounts have been recast to reflect the change in reportable segments.  

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 (“Private Brands Business”) of ConAgra Foods, Inc. 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 Baked Goods, Condiments, Meals, and Snacks segments, as applicable.

The Private Brands Business was on a 4-4-5 fiscal calendar during the third quarter of 2016, and September 25, 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. In the fourth quarter of 2016, the Company changed the fiscal year end of the Private Brands Business to December 31. The Company did not retrospectively apply the effects of this change to the three and nine month periods ended September 30, 2016 due to impracticability, and believes the effects would be immaterial.

The preparation of our Condensed Consolidated Financial Statements in conformity with 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, 2016.

2. RESTRUCTURING AND MARGIN IMPROVEMENT ACTIVITIES

The Company’s restructuring and margin improvement activities are part of an enterprise-wide transformation to improve long-term profitability of the Company. Upon completion of our multi-year multi-phase programs, the projects are expected to deliver higher margin sales growth and reduced expenses resulting in margin expansion.

Expenses associated with these programs are primarily aggregated in the Other operating expense, net line of the Condensed Consolidated Statements of Operations, with the exception of asset-related costs, which are recorded in Cost of sales. During the three months ended September 30, 2017, the Company recorded total charges $20.7 million across all restructuring programs and margin improvement activities.  The charges included $10.2 million recorded in Cost of sales and $10.5 million recorded in Other operating expenses, net.  During the three months ended September 30, 2016, the Company recorded total charges of $5.9 million across all restructuring programs and margin improvement activities.  The charges included $1.0 million recorded in Cost of sales and $4.9 million recorded in Other operating expenses, net.  During the nine months ended September 30, 2017, the Company recorded charges of $39.5 million across all restructuring programs and margin improvement activities.  These charges included $13.5 million recorded in Cost of sales and $26.0 million recorded in Other operating expenses, net.  During the nine months ended September 30, 2016, the Company recorded charges of $12.9 million across all restructuring programs and margin improvement activities.  These charges included $3.9 million recorded in Cost of sales and $9.0 million recorded in Other operating expenses, net.  The Company does not allocate restructuring and margin improvement activities costs to reportable segments when evaluating the performance of its

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

segments.  As a result, restructuring and margin improvement activities costs by reportable segment has not been presented. See Note 18 for more information.

TreeHouse 2020

In the third quarter of 2017, the Company announced TreeHouse 2020, a program intended to accelerate long-term growth through optimization of our manufacturing network, transformation of our mixing centers and warehouse footprint, and leveraging of systems and processes to drive performance.  TreeHouse 2020 is expected to produce significant savings to achieve our operating margin expansion targets creating reinvestment opportunities to drive future growth.

This program will be executed in multiple phases over the next several years.  The key elements of Phase 1 include the closure of the Company’s Brooklyn Park, Minnesota and Plymouth, Indiana facilities, as well as the downsizing of the Dothan, Alabama facility.  Production at the Brooklyn Park, Minnesota and Plymouth, Indiana facilities is expected to cease in the fourth quarter of 2017.  The facility downsizing at Dothan, Alabama is expected to be complete in the third quarter of 2018.In addition, we have taken steps toward increasing our capacity utilization, operational margin expansion, and streamlining our plant structure to optimize our supply chain. 

Below is a summary of costs by type associated with TreeHouse 2020:

	ThreeMonths Ended		Nine Months Ended		Cumulative Costs		Total Expected
	September 30, 2017		September 30, 2017		To Date		Costs
	(In millions)
Asset-related	$	8.0	$	8.0	$	8.0	$	14.8
Employee-related		4.3		4.3		4.3		7.0
Other costs		2.4		2.4		2.4		22.7
Total	$	14.7	$	14.7	$	14.7	$	44.5

For the three months ended September 30, 2017 asset-related costs primarily consisted of accelerated depreciation; employee-related costs primarily consisted of severance; and other costs primarily consisted of third-party costs.  

8

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

OtherRestructuring and 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 facility closures are primarily aggregated in the Other operating expense, net line of the Condensed Consolidated Statements of Operations, 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	November18, 2015	First quarter of 2016	Third quarter of 2016	Liquid non-dairy creamer and refrigerated salad dressings	Beverages, Condiments	$	6.9	$	3.8
Ayer, Massachusetts	April 5, 2016	First quarter of 2017	Third quarter of 2017	Spoonable dressings	Condiments		5.9		4.1
Azusa,California	May 24, 2016	First quarter of 2017	Third quarter of 2017	Bars and snack products	Snacks		19.5		16.1
Ripon, Wisconsin	May 24, 2016	Fourth quarter of 2016	Fourth quarter of 2016	Sugar wafer cookies	Baked Goods		0.9		1.2
Delta, British Columbia	November 3, 2016	Fourth quarter of 2017	First quarter of 2018	Frozen griddle products	Baked Goods		3.7		2.7
Battle Creek, Michigan	November 3, 2016	(1)	(1)	Ready-to-eat cereal	Meals		10.4		2.8

(1) The downsizing of this facility began in January 2017 and is expected to last approximately 15 months.

Total expected costs to close the City of Industry, California, Ayer, Massachusetts, Ripon, Wisconsin, and Delta, British Columbia facilities have been reduced by approximately $4.9 million, $0.6 million, $1.2  million, and $1.5 million, respectively, since the initial announcements, while total expected costs to close the Azusa, California and Battle Creek, Michigan facilities have been increased by approximately $4.6 million and $0.9 million, respectively, since their initial announcement.

Below is a summary of the plant closing costs by type of cost:

	ThreeMonths Ended September 30,				Nine Months Ended September 30,				Cumulative Costs		Total Expected
	2017		2016		2017		2016		To Date		Costs
	(In millions)
Asset-related	$	0.8	$	1.0	$	4.3	$	2.5	$	14.5	$	16.6
Employee-related		0.2		2.2		2.9		4.1		10.2		11.9
Other closure costs		1.9		2.7		12.2		3.8		16.7		18.8
Total	$	2.9	$	5.9	$	19.4	$	10.4	$	41.4	$	47.3

For the three months ended September 30, 2017, asset-related costs primarily consisted of accelerated depreciation; employee-related costs primarily consisted of severance; and other costs primarily consisted of third-party costs.  

Other individually insignificant cost reduction activities not related to our plant closings above totaled $3.1 million for the three months ended September 30, 2017 and $5.4 million for the nine months ended September 30, 2017 and were primarily the result of a Private Brands plant closure initiated prior to TreeHouse’s acquisition.  Other cost reduction activities were insignificant for the three months ended September 30, 2016 and $2.5 million for the nine months ended September 30, 2016.  

9

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Liabilities recorded as of September 30, 2017 associated with total exit cost reserves relate to severance, the partial withdrawal from a multiemployer pension plan, and lease termination costs. The severance and lease termination liabilities were included in the Accounts payable and accrued expenses line of the Condensed Consolidated Balance Sheets, while the multiemployer pension plan withdrawal liability was 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 September 30, 2017:

	Severance			MultiemployerPension PlanWithdrawal		Other Costs			Total Liabilities
	(In millions)
Balance as of December 31, 2016	$	3.5		$	0.8	$	-		$	4.3
Expense		6.6			—		2.4			9.0
Payments		(4.2	)		—		(0.5	)		(4.7	)
Adjustments		(0.3	)		—		—			(0.3	)
Balance as of September 30, 2017	$	5.6		$	0.8	$	1.9		$	8.3

3. 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 $2,644.4 million, net of acquired cash.   

The Private Brands Business acquisition was accounted for under the acquisition method of accounting and the results of operations were included in our Condensed Consolidated Financial Statements from the date of acquisition in the Baked Goods, Condiments, Meals, and Snacks segments. Included in the Company’s Condensed Consolidated Statements of Operations are the Private Brands Business’s net sales of approximately $2,074.6 million and income before income taxes of $55.6 million from the date of acquisition through September 30, 2016. Integration costs of $7.5 million, which were included in the Cost of sales and General and administrative expense lines of the Condensed Consolidated Statements of Operations, were included in determining income before income taxes.

We have completed the purchase price allocation to net tangible and intangible assets acquired and liabilities assumed as follows:

	(In millions)
Cash	$	43.3
Receivables		162.7
Inventory		443.7
Property, plant, and equipment		809.6
Customer relationships		510.9
Trade names		33.0
Software		19.6
Formulas		23.2
Other assets		50.2
Goodwill		1,141.2
Assets acquired		3,237.4
Deferred taxes		(152.8	)
Assumed current liabilities		(246.6	)
Assumed long-term liabilities		(150.3	)
Total purchase price	$	2,687.7

The Company allocated $496.1 million to customer relationships with retail grocery customers, which have an estimated life of 13 years, and $14.8 million to customer relationships with food away from home customers, which have an estimated life of 10 years. The Company allocated $33.0 million to trade names, which have an estimated life of 10 years. The Company allocated $23.2 million to formulas, which have an estimated life of 5 years. The Company allocated $19.6 million to capitalized software with estimated lives

10

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

of 1 to 5 years, depending on expected use. The aforementioned intangibles will be amortized over their expected useful lives. Indemnification assets related to taxes of approximately $13.8 million were also recorded. 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 allocated $555.0 million, $73.3 million, $413.8 million, and $97.9 million of goodwill to the Baked Goods, Condiments, Meals, and Snacks 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 in 2016 and none in 2017. These costs are included in the General and administrative expense line of the Condensed Consolidated Statements of Operations.

The fair values for customer relationships at the acquisition date were determined using the excess earnings method under the income approach. Trade name fair values were determined using the relief from royalty method, while the fair value of formulas was determined using the cost approach. Real property fair values were determined using the cost and market approaches, while the fair value of personal property was determined using the indirect cost approach. The fair value measurements of intangible assets are based on significant unobservable inputs, and thus represent Level 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include discounted future cash flows, customer attrition rates, and royalty rates.

Since the preliminary purchase price allocation included in the Company’s Annual Report for the fiscal year ended December 31, 2016, the Company recorded purchase price adjustments related to taxes, resulting in an increase to goodwill of approximately $3.0 million in the first quarter of 2017. These adjustments did not impact the Condensed Consolidated Statements of Operations.

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, 2016. 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 were $35.2 million of costs incurred by the Company in connection with the acquisition. 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.

	NineMonths Ended September 30, 2016
	(In millions, except per share data)
Pro forma net sales	$	4,722.4
Pro forma net income	$	74.9
Pro forma basic earnings per common share	$	1.32
Pro forma diluted earnings per common share	$	1.30

4. INVENTORIES

	September 30,			December 31,
	2017			2016
	(In millions)
Raw materials and supplies	$	544.2		$	429.4
Finished goods		618.5			571.9
LIFO reserve		(25.2	)		(23.3	)
Total inventories	$	1,137.5		$	978.0

Inventory was generally accounted for under the FIFO method, and a portion was accounted for under the last-in, first-out (“LIFO”) method and the weighted average costing approach. Approximately $95.1 million and $105.9 million of our inventory was accounted for under the LIFO method of accounting at September 30, 2017 and December 31, 2016, respectively. Approximately $197.8 million and $116.2 million of our inventory was accounted for using the weighted average costing approach at September 30, 2017 and December 31, 2016, respectively.

11

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5. PROPERTY, PLANT, AND EQUIPMENT

	September 30,			December 31,
	2017			2016
	(In millions)
Land	$	70.3		$	71.2
Buildings and improvements		454.3			465.3
Machinery and equipment		1,278.4			1,324.5
Construction in progress		74.0			85.0
Total		1,877.0			1,946.0
Less accumulated depreciation		(587.2	)		(586.7	)
Property, plant, and equipment, net	$	1,289.8		$	1,359.3

Depreciation expense was $45.7 million and $46.7 million for the three months ended September 30, 2017 and 2016, respectively, and $127.4 million and $127.2 million for the nine months ended September 30, 2017 and 2016, respectively.

6. GOODWILL AND INTANGIBLE ASSETS

As a result of the changes in organizational structure completed in the first quarter of 2017, the Company has the following five operating segments, which are also its reporting units: Baked Goods, Beverages, Condiments, Meals, and Snacks. See Note 18 for more information.

The Company allocated the goodwill balance as of January 1, 2017 between the new reporting units using a relative fair value allocation approach. The change was considered a triggering event indicating a test for goodwill impairment was required as of January 1, 2017. The Company performed the first step of the impairment test, which did not result in the identification of any impairment losses. Changes in the carrying amount of goodwill for the nine months ended September 30, 2017 are as follows:

	Baked
	Goods		Beverages		Condiments		Meals		Snacks		Total
	(In millions)
Balance at January 1, 2017	$	554.2	$	713.2	$	433.1	$	470.6	$	276.1	$	2,447.2
Purchase price adjustments		1.4		—		0.2		1.1		0.3		3.0
Foreign currency exchange adjustments		—		3.8		5.2		—		—		9.0
Balance at September 30, 2017	$	555.6	$	717.0	$	438.5	$	471.7	$	276.4	$	2,459.2

The carrying amounts of our intangible assets with indefinite lives, other than goodwill, as of September 30, 2017 and December 31, 2016 are as follows:

	September 30, 2017		December 31, 2016
	(In millions)
Trademarks	$	22.8	$	21.6
Total indefinite lived intangibles	$	22.8	$	21.6

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

12

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The gross carrying amounts and accumulated amortization of intangible assets with finite lives as of September 30, 2017 and December 31, 2016 are as follows:

	September 30, 2017							December 31, 2016
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
	(In millions)							(In millions)
Intangible assets with finite lives:
Customer-related	$	1,266.6	$	(341.2	)	$	925.4	$	1,284.3	$	(293.3	)	$	991.0
Contractual agreements		2.8		(2.8	)		—		3.0		(2.9	)		0.1
Trademarks		69.6		(27.4	)		42.2		69.6		(23.6	)		46.0
Formulas/recipes		33.8		(16.9	)		16.9		33.7		(12.8	)		20.9
Computer software		130.8		(69.8	)		61.0		115.7		(57.7	)		58.0
Total finite lived intangibles	$	1,503.6	$	(458.1	)	$	1,045.5	$	1,506.3	$	(390.3	)	$	1,116.0

Total intangible assets, excluding goodwill, as of September 30, 2017 and December 31, 2016 were $1,068.3 million and $1,137.6 million, respectively. Amortization expense on intangible assets for the three months ended September 30, 2017 and 2016 was $28.5 million and $28.6 million, respectively, and $85.8 million and $80.9 million for the nine months ended September 30, 2017 and 2016, respectively. Estimated amortization expense on intangible assets for 2017 and the next four years is as follows:

	(In millions)
2017	$	114.7
2018		108.4
2019		105.9
2020		103.6
2021		94.1

7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

	September 30,		December 31,
	2017		2016
	(In millions)
Accounts payable	$	652.5	$	458.1
Payroll and benefits		58.2		78.5
Interest		7.4		24.1
Taxes		10.8		31.0
Health insurance, workers’ compensation, and other insurance costs		27.4		17.2
Marketing expenses		9.5		12.4
Other accrued liabilities		8.0		5.5
Total	$	773.8	$	626.8

8. INCOME TAXES

Income taxes were recorded at an effective rate of 4.3% and (65.2)% for the three and nine months ended September 30, 2017, respectively, compared to 28.9% and 24.0% for the three and nine months ended September 30, 2016, respectively. The changes in the effective tax rates for the three and nine months ended September 30, 2017 compared to September 30, 2016 was primarily a result of the income tax benefits related to share-based payments, the income tax benefit from the release of reserves for unrecognized tax benefits, and the income tax benefit derived from foreign tax credits.  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, the benefits associated with the federal domestic production activities deduction, and an intercompany financing structure entered into in

13

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

conjunction with the E.D. Smith Foods, Ltd. (“E.D. Smith”) acquisition in 2007. In addition, the Company’s effective tax rate for the nine months ended September 30, 2017 reflects a discrete benefit of approximately 17.7% attributable to the vesting and exercise of share-based awards.

The Internal Revenue Service (“IRS”) is currently examining the TreeHouse Foods, Inc. & Subsidiaries’ 2015 tax year. Our Canadian operations are under exam by the Canadian Revenue Agency (“CRA”) for tax years 2008 through 2015. These examinations are expected to be completed in 2017 or 2018. The Italian Agency of Revenue (“IAR”) is examining the 2007 through 2009 and 2013 tax years of our Italian operations. The IAR examinations are not expected to be completed prior to 2020 due to a backlog of appeals before the agency. The Company has examinations in process with various state taxing authorities, which are expected to be completed in 2017 and 2018.

Management estimates that it is reasonably possible that the total amount of unrecognized tax benefits could decrease by as much as $9.2 million within the next 12 months, primarily as a result of the resolution of audits currently in progress and the lapsing of statutes of limitations. Approximately $1.5 million of the $9.2 million would affect net income when settled.

9. LONG-TERM DEBT

	September 30,			December 31,
	2017			2016
	(In millions)
Revolving Credit Facility	$	120.0		$	170.0
Term Loan A		276.7			288.0
Term Loan A-1		172.5			180.0
Term Loan A-2		973.8			1,005.8
2022 Notes		400.0			400.0
2024 Notes		775.0			775.0
Other debt		3.0			5.7
Total outstanding debt		2,721.0			2,824.5
Deferred financing costs		(28.5	)		(33.3	)
Less current portion		(72.1	)		(66.4	)
Total long-term debt	$	2,620.4		$	2,724.8

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 (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, and (3) 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.   After satisfying all of the required collateral release conditions set forth in the Credit Agreement, the Credit Facility became unsecured in August 2017.  Amongst other conditions, the Company had to reach a leverage ratio of 3.5 as defined in the Credit Agreement and have no other pari-passu secured debt outstanding to become unsecured.

The Revolving Credit Facility, Term Loan A, Term Loan A-1, and Term Loan A-2 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 September 30, 2017 was 3.106%. Including the interest rate swap agreements described below with a weighted average fixed interest rate base of approximately 0.86% on $500 million, the average rate decreases to 2.99%.

Revolving Credit Facility — As of September 30, 2017, $729.5 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. In addition, as of September 30, 2017, there were $50.5 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.

10. 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.

14

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(In millions, except per share data)
Net income	$	28.8	$	37.4	$	22.8	$	53.2
Weighted average common shares outstanding		57.3		56.8		57.1		55.4
Assumed exercise/vesting of equity awards (1)		0.4		0.8		0.6		0.8
Weighted average diluted common shares outstanding		57.7		57.6		57.7		56.2
Net earnings per basic share	$	0.50	$	0.66	$	0.40	$	0.96
Net earnings per diluted share	$	0.50	$	0.65	$	0.40	$	0.95

(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 1.7 million and 1.4 million for the three and nine months ended September 30, 2017, respectively, and 0.4 million and 0.7 million for the three and nine months ended September 30, 2016, respectively.

11. STOCK-BASED COMPENSATION

The Board of Directors adopted, and the Company’s stockholders approved, the “TreeHouse Foods, Inc. Equity and Incentive Plan” (the “Plan”). On April 27, 2017, the Plan was amended and restated to increase the number of shares available for issuance under the Plan by 3.8 million shares, effective February 14, 2017. 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, will also 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 16.1 million, of which approximately 4.9 million remain available at September 30, 2017.

Income before income taxes for the three and nine month periods ended September 30, 2017 includes stock-based compensation expense of $6.6 million and $25.2 million, respectively. Stock-based compensation expense for the three and nine months ended September 30, 2016 was $8.5 million and $22.8 million, respectively. The tax benefit recognized related to the compensation cost of these share-based awards was approximately $2.4 million and $9.3 million for the three and nine months ended September 30, 2017, respectively, and $3.1 million and $8.3 million for the three and nine months ended September 30, 2016, respectively.

15

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stock Options — The following table summarizes stock option activity during the nine months ended September 30, 2017. Stock options generally vest in approximately three equal installments 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 millions)
Outstanding, at December 31, 2016		2,069			20		$	64.77		5.8	$	28.9
Granted		481			—			84.16
Forfeited		(87	)		—			87.85
Exercised		(257	)		(16	)		40.83
Expired		(2	)		—			87.83
Outstanding, at September 30, 2017		2,204			4			71.03		6.3		16.3
Vested/expected to vest, at September 30, 2017		2,140			4			70.57		6.2		16.3
Exercisable, at September 30, 2017		1,404			4			61.99		4.7		16.3

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(In millions)				(In millions)
Compensation expense	$	2.3	$	2.0	$	6.8	$	5.5
Intrinsic value of stock options exercised		0.9		0.1		11.0		6.1
Tax benefit recognized from stock option exercises		0.4		0.1		4.2		2.2

Compensation costs related to unvested options totaled $16.3 million at September 30, 2017 and will be recognized over the remaining vesting period of the grants, which averages 2.1 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 2017 include the following: weighted average expected volatility of 26.71%, expected term of six years, weighted average risk free rate of 2.07%, and no dividends. The weighted average grant date fair value of awards granted in 2017 was $24.41.

Restricted Stock Units — Employee restricted stock unit awards generally vest based on the passage of time. These awards generally vest in approximately three equal installments on each of the first three anniversaries 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 September 30, 2017, 100 thousand director restricted stock units have been earned and deferred.

The following table summarizes the restricted stock unit activity during the nine months ended September 30, 2017:

				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, 2016		516		$	87.03		104		$	57.78
Granted		316			82.60		17			84.66
Vested		(169	)		85.02		(4	)		100.30
Forfeited		(61	)		87.60		—			—
Outstanding, at September 30, 2017		602			85.19		117			60.21

16

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(In millions)				(In millions)
Compensation expense	$	5.5	$	4.9	$	17.3	$	12.9
Fair value of vested restricted stock units		0.7		2.8		13.7		15.9
Tax benefit recognized from vested restricted stock units		0.3		1.0		5.0		5.7

Future compensation costs related to restricted stock units are approximately $33.9 million as of September 30, 2017 and will be recognized on a weighted average basis over the next 2.0 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, 2017, based on an achievement of operating performance measures, 72,335 performance units were converted into 81,556 shares of stock, an average conversion of 1.13 shares for each performance unit. The following table summarizes the performance unit activity during the nine months ended September 30, 2017:

				Weighted
				Average
	Performance			Grant Date
	Units			Fair Value
	(In thousands)
Unvested, at December 31, 2016		246		$	85.16
Granted		114			86.66
Vested		(72	)		79.89
Forfeited		(18	)		87.02
Unvested, at September 30, 2017		270			86.23

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017		2016
	(In millions)						(In millions)
Compensation expense	$	(1.2	)	$	1.6		$	1.1	$	4.4
Fair value of vested performance units		—			(1.8	)		6.5		9.6
Tax benefit recognized from performance units vested		—			—			2.5		4.1

Future compensation costs related to the performance units are estimated to be approximately $6.2 million as of September 30, 2017, and are expected to be recognized over the next 2.2 years. The grant date fair value of the awards is equal to the Company’s closing stock price on the date of grant.

17

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

12. 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 millions)
Balance at December 31, 2016	$	(89.4	)	$	(11.9	)	$	(101.3	)
Other comprehensive income		34.5			—			34.5
Reclassifications from accumulated other comprehensive loss		—			7.2			7.2
Other comprehensive income		34.5			7.2			41.7
Balance at September 30, 2017	$	(54.9	)	$	(4.7	)	$	(59.6	)

				Unrecognized			Accumulated
	Foreign			Pension and			Other
	Currency			Postretirement			Comprehensive
	Translation (1)			Benefits (2)			Loss
	(In millions)
Balance at December 31, 2015	$	(100.5	)	$	(13.0	)	$	(113.5	)
Other comprehensive income		21.6			—			21.6
Reclassifications from accumulated other comprehensive loss		—			0.8			0.8
Other comprehensive income		21.6			0.8			22.4
Balance at September 30, 2016	$	(78.9	)	$	(12.2	)	$	(91.1	)

(1) The foreign currency translation adjustment is not net of tax, as the Company’s investments in its foreign subsidiaries are considered to be permanent.

(2) The unrecognized pension and postretirement benefits reclassification is presented net of tax of $4.4 million and $0.5 million for the nine months ended September 30, 2017 and 2016, respectively.

The Condensed Consolidated Statements of Operations 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 Operations
	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(In millions)				(In millions)
Amortization of defined benefit pension and postretirement items:
Prior service costs	$	—	$	—	$	0.1	$	0.2	(a)
Unrecognized net loss		0.1		0.4		0.7		1.1	(a)
Actuarial adjustment		—		—		2.1		—	(b)
Divestiture		—		—		8.7		—	Other operating expense, net
Total before tax		0.1		0.4		11.6		1.3
Income taxes		—		0.1		4.4		0.5	Income taxes
Net of tax	$	0.1	$	0.3	$	7.2	$	0.8

(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 Operations.

(b) Represents the actuarial adjustment that was recorded in conjunction with the divestiture of a pension plan and a postretirement benefit plan in the second quarter of 2017.

18

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

13. EMPLOYEE RETIREMENT AND POSTRETIREMENT BENEFITS

Pension, Profit Sharing, and Postretirement Benefits — Certain employees and retirees participate in pension and other postretirement benefit plans. Employee benefit plan obligations and expenses included in the Condensed Consolidated Financial Statements are determined based on plan assumptions, employee demographic data, including years of service and compensation, benefits and claims paid, and employer contributions. In connection with the divestiture of the canned soup and infant feeding (“SIF”) business in the second quarter of 2017, the Company divested a pension plan and a postretirement benefit plan. The net unfunded liability associated with these plans as of the closing date, which is included in the Other operating expense, net line of the Condensed Consolidated Statements of Operations, was $10.5 million.

Components of net periodic pension expense are as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
	(In millions)						(In millions)
Service cost	$	0.8		$	1.3		$	2.9		$	3.6
Interest cost		3.6			4.1			11.4			11.2
Expected return on plan assets		(4.2	)		(4.5	)		(13.3	)		(12.2	)
Amortization of unrecognized prior service cost		—			—			0.1			0.2
Amortization of unrecognized net loss		0.1			0.4			0.7			1.1
Net periodic pension cost	$	0.3		$	1.3		$	1.8		$	3.9

The Company does not expect to make any contributions to the pension plans in 2017.

Components of net periodic postretirement expense are as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
	(In millions)				(In millions)
Interest cost	$	0.3	$	0.3	$	0.9	$	0.9
Net periodic postretirement cost	$	0.3	$	0.3	$	0.9	$	0.9

The Company expects to contribute approximately $1.6 million to the postretirement health plans during 2017.

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

14. OTHER OPERATING EXPENSE, NET

The Company incurred other operating expense for the three and nine months ended September 30, 2017 and 2016, which consisted of the following:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
	(In millions)				(In millions)
Restructuring	$	10.5	$	4.9	$	26.0	$	9.0
Loss on divestiture		0.4		—		85.6		—
Other		0.2		0.4		0.3		1.3
Total other operating expense, net	$	11.1	$	5.3	$	111.9	$	10.3

On May 22, 2017, the Company completed the divestiture of its SIF business. The SIF business was based in Pittsburgh, Pennsylvania and produced private label condensed and ready-to-serve soup, baby food, and gravies for the Meals segment. The divestiture of this business did not meet the criteria to be presented as discontinued operations as it did not represent a strategic shift that would have a

19

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

major effect on the Company’s results of operations. The transaction remains subject to working capital adjustments that are expected to be finalized in the fourth quarter of 2017.

15. COMMITMENTS AND CONTINGENCIES

Litigation, Investigations, and Audits — On November 16, 2016, a purported TreeHouse shareholder filed a putative class action captioned Tarara v. TreeHouse Foods, Inc., et al., Case No. 1:16-cv-10632, in the United States District Court for the Northern District of Illinois against TreeHouse and certain of its officers. The complaint, amended on March 24, 2017, is purportedly brought on behalf of all purchasers of TreeHouse common stock from January 20, 2016 through and including November 2, 2016, asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and seeks, among other things, damages and costs and expenses. On December 22, 2016, another purported TreeHouse shareholder filed an action captioned Wells v. Reed, et al., Case No. 2016-CH-16359, in the Circuit Court of Cook County, Illinois, against TreeHouse and certain of its officers. This complaint, purportedly brought derivatively on behalf of TreeHouse, asserts state law claims against certain officers for breach of fiduciary duty, unjust enrichment, and corporate waste. On February 7, 2017, another purported TreeHouse shareholder filed an action captioned Lavin v. Reed, Case No. 17-cv-01014, in the Northern District of Illinois, against TreeHouse and certain of its officers. This complaint, like Wells, is purportedly brought derivatively on behalf of TreeHouse, and it asserts state law claims against certain officers for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and corporate waste.

All three complaints make substantially similar allegations (though the amended complaint in Tarara now contains additional detail). Essentially, the complaints allege that TreeHouse, under the authority and control of the individual defendants: (i) made certain false and misleading statements regarding the Company’s business, operations, and future prospects; and (ii) failed to disclose that (a) the Company’s private label business was underperforming; (b) the Company’s Flagstone business was underperforming; (c) the Company’s acquisition strategy was underperforming; (d) the Company had overstated its full-year 2016 guidance; and (e) TreeHouse’s statements lacked reasonable basis. The complaints allege that these actions artificially inflated the market price of TreeHouse common stock during the class period, thus purportedly harming investors. We believe that these claims are without merit and intend to defend against them vigorously.

Since its initial docketing, the Tarara matter has been re-captioned as Public Employees’ Retirement Systems of Mississippi v. TreeHouse Foods, Inc., et al., in accordance with the Court’s order appointing Public Employees’ Retirement Systems of Mississippi as the lead plaintiff. The Public Employees’ defendants have filed a motion to dismiss, which has been fully briefed.

Additionally, due to the similarity of the complaints, the parties in Wells and Lavin have entered stipulations deferring the litigation until the earlier of (i) the court in Public Employees’ entering an order resolving defendants’ anticipated motion to dismiss therein or (ii) plaintiffs’ counsel receiving notification of a settlement of Public Employees’ or until otherwise agreed to by the Parties. The next status date in Wells is April 27, 2018.  There is no set status date in Lavin at this time, but the parties are directed to file a joint status report on the progress of the related litigation by October 26, 2017, after which point the Lavin court could set a new status date.

In addition, we are party to a variety of legal proceedings arising out of the conduct of our business. While the results of proceedings cannot be predicted with certainty, management believes that the final outcome of these proceedings will not have a material adverse effect on our consolidated financial statements, results of operations, or cash flows.

16. DERIVATIVE INSTRUMENTS

The Company is exposed to certain risks 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

20

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 Operations, 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 Operations, with their fair value recorded on the Condensed Consolidated Balance Sheets. As of September 30, 2017, the Company had $46.5 million of U.S. dollar foreign currency contracts outstanding, expiring throughout 2018.

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 Operations.

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 September 30, 2017, the Company had outstanding contracts for the purchase of 66,473 megawatts of electricity, expiring throughout 2017 and 2018; 8.8 million gallons of diesel, expiring throughout 2017 and early 2018; 1.9 million dekatherms of natural gas, expiring throughout 2017 and 2018; 0.1 million bushels of wheat, expiring throughout 2017 and early 2018; and 0.9 million bushels of corn, expiring throughout 2017 and early 2018.

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

		Fair Value
	Balance Sheet Location	September 30, 2017		December 31, 2016
		(In millions)
Asset Derivatives
Commodity contracts	Prepaid expenses and other current assets	$	2.5	$	1.0
Foreign currency contracts	Prepaid expenses and other current assets		0.6		0.7
Interest rate swap agreements	Prepaid expenses and other current assets		9.6		10.4
		$	12.7	$	12.1
Liability Derivatives
Commodity contracts	Accounts payable and accrued expenses	$	0.4	$	0.5
Foreign currency contracts	Accounts payable and accrued expenses		1.2		—
		$	1.6	$	0.5

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

		Three Months Ended						Nine Months Ended
	Location of Gain (Loss)	September 30,						September 30,
	Recognized in Net Income	2017			2016			2017			2016
		(In millions)						(In millions)
Mark-to-market unrealized gain (loss):
Commodity contracts	Other (income) expense, net	$	2.6		$	2.3		$	1.5		$	3.3
Foreign currency contracts	Other (income) expense, net		(0.5	)		2.1			(1.3	)		(0.2	)
Interest rate swap agreements	Other (income) expense, net		(0.3	)		2.4			(0.8	)		0.8
Total unrealized gain (loss)			1.8			6.8			(0.6	)		3.9
Realized gain (loss):
Commodity contracts	Manufacturing related to Cost of sales and transportation related to Selling and distribution		(0.2	)		0.1			(0.4	)		(0.9	)
Foreign currency contracts	Cost of sales		(1.3	)		(1.3	)		(0.1	)		(3.3	)
Interest rate swap agreements	Interest expense		0.5			—			0.6			—
Total realized (loss) gain			(1.0	)		(1.2	)		0.1			(4.2	)
Total gain (loss)		$	0.8		$	5.6		$	(0.5	)	$	(0.3	)

17. FAIR VALUE

The following table presents the carrying value and fair value of our financial instruments as of September 30, 2017 and December 31, 2016:

	September 30, 2017						December 31, 2016
	Carrying Value			Fair Value			Carrying Value			Fair Value			Level
	(In millions)						(In millions)
Not recorded at fair value (liability):
Revolving Credit Facility	$	(120.0	)	$	(118.8	)	$	(170.0	)	$	(167.1	)		2
Term Loan A		(276.7	)		(277.2	)		(288.0	)		(288.1	)		2
Term Loan A-1		(172.5	)		(172.8	)		(180.0	)		(180.3	)		2
Term Loan A-2		(973.8	)		(975.4	)		(1,005.8	)		(1,007.4	)		2
2022 Notes		(400.0	)		(411.0	)		(400.0	)		(410.0	)		2
2024 Notes		(775.0	)		(829.3	)		(775.0	)		(809.9	)		2
Recorded on a recurring basis at fair value    asset (liability):
Commodity contracts	$	2.1		$	2.1		$	0.5		$	0.5			2
Foreign currency contracts		(0.6	)		(0.6	)		0.7			0.7			2
Interest rate swap agreements		9.6			9.6			10.4			10.4			2
Investments		13.2			13.2			10.4			10.4			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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

18. SEGMENT AND GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS

In the first quarter of 2017, the Company completed changes in its organizational structure that resulted in a change in how the Company manages its business and allocates resources. Our reportable segments are now organized and managed by products: Baked Goods, Beverages, Condiments, Meals, and Snacks. Previously, our reportable segments were organized and managed by customer channels: North American Retail Grocery, Food Away From Home, and Industrial and Export. All prior period information has been recast to reflect this change.

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. Our segments are as follows:

Baked Goods – Our Baked Goods segment sells candy; cookies; crackers; in-store bakery products; pita chips; pretzels; refrigerated dough; and retail griddle waffles, pancakes, and French toast.

Beverages – Our Beverages segment sells broths; liquid non-dairy creamer; non-dairy powdered creamers; powdered drinks; single serve hot beverages; specialty teas, and sweeteners.

Condiments – Our Condiments segment sells aseptic cheese and pudding products; jams, preserves, and jellies; mayonnaise; Mexican, barbeque, and other sauces; pickles and related products; refrigerated and shelf stable dressings and sauces; and table and flavored syrups.

Meals – Our Meals segment sells baking and mix powders; powdered soups and gravies; macaroni and cheese; pasta; ready-to-eat and hot cereals; and skillet dinners. Condensed and ready to serve soup and infant feeding products were sold within the Meals segment through the divestiture of the SIF business on May 22, 2017.

Snacks – Our Snacks segment sells bars; dried fruit; snack nuts; trail mixes; and other wholesome snacks.

The Company evaluates the performance of its segments based on net sales dollars and direct operating income. In conjunction with the change in segments, the Company revised its calculation of direct operating income to include direct general and administrative expenses. Direct operating income is now defined as gross profit less freight out, sales commissions, and direct selling, general, and administrative expenses. All prior period information has been recast to reflect this change. The amounts in the following tables are obtained from reports used by senior management and do not include income taxes. Other expenses not allocated include unallocated selling, general, and administrative expenses, unallocated costs of sales, and unallocated corporate expenses (amortization expense and other operating expense). 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, 2016.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Financial information relating to the Company’s reportable segments is as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
	(In millions)						(In millions)
Net sales to external customers:
Baked Goods	$	351.2		$	329.4		$	1,016.6		$	871.8
Beverages		244.9			234.9			759.1			672.7
Condiments		333.8			322.9			988.8			959.0
Meals		284.6			347.9			897.0			937.3
Snacks		332.6			351.7			940.2			967.5
Unallocated		1.7			0.1			5.5			(9.8	)
Total	$	1,548.8		$	1,586.9		$	4,607.2		$	4,398.5
Direct operating income:
Baked Goods	$	46.9		$	33.8		$	121.3		$	97.4
Beverages		51.7			63.8			170.7			175.6
Condiments		34.4			38.0			102.2			115.0
Meals		32.1			33.1			99.9			88.9
Snacks		1.8			18.5			24.4			47.3
Total		166.9			187.2			518.5			524.2
Unallocated selling, general, and administrative expenses		(66.0	)		(74.3	)		(228.1	)		(254.2	)
Unallocated cost of sales (1)		(5.2	)		(1.5	)		3.2			(20.8	)
Unallocated corporate expense and other		(37.9	)		(33.8	)		(192.2	)		(101.0	)
Operating income		57.8			77.6			101.4			148.2
Other expense		(27.7	)		(25.0	)		(87.6	)		(78.2	)
Income before income taxes	$	30.1		$	52.6		$	13.8		$	70.0

(1) Includes charges related to restructuring and margin improvement activities, and other costs managed at corporate.

Geographic Information — The Company had revenues from customers outside of the United States of approximately 8.7% and 8.9% of total consolidated net sales in the nine months ended September 30, 2017 and 2016, respectively, with 6.9% and 7.1% of total consolidated net sales in Canada, respectively. The Company held 12.2% and 10.8% of its property, plant, and equipment outside of the United States as of September 30, 2017 and 2016, respectively.

Major Customers — Walmart Stores, Inc. and affiliates accounted for approximately 21.0% and 18.2% of consolidated net sales in the nine months ended September 30, 2017 and 2016, respectively.   Costco accounted for approximately 10.1% of consolidated net sales in the nine months ended September 30, 2017, with less than 10% for the same period in the prior year.  No other customer accounted for more than 10% of our consolidated net sales during these periods.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Product Information — The following table presents the Company’s net sales by major products for the three and nine months ended September 30, 2017 and 2016. In the first quarter of 2017, the Company changed the product categories to align with the changes in organizational structure described above. All prior period information has been recast to reflect this change.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
	(In millions)				(In millions)
Products:
Dressings and sauces	$	250.4	$	241.9	$	738.6	$	711.3
Snack nuts		224.9		207.0		609.1		555.0
Baked products		181.8		162.3		502.6		432.4
Retail bakery		169.4		167.1		514.0		439.4
Beverages		168.1		161.9		518.9		448.0
Pasta and dry dinners		147.8		146.6		420.6		384.0
Cereals and other meals		136.8		201.3		476.4		553.3
Trail mix and bars		109.4		144.8		336.6		402.7
Pickles		83.4		81.0		250.2		247.7
Beverage enhancers		76.8		73.0		240.2		224.7
Total net sales	$	1,548.8	$	1,586.9	$	4,607.2	$	4,398.5

19. RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted

In the fourth quarter of 2016, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No 2016-09, Improvements to Employee Share-Based Payment Accounting. Under this ASU, excess tax benefits and deficiencies are no longer recognized as additional paid-in capital in the Condensed Consolidated Balance Sheets. The ASU requires recognition of excess tax benefits and deficiencies in the Condensed Consolidated Statements of Operations. As the Company adopted the ASU in the fourth quarter, any related adjustments were required to be reflected as of the beginning of the fiscal year of adoption. The results for the three and nine months periods ended September 30, 2016 have been recast to reflect the adoption of the ASU as of January 1, 2016, resulting in income tax benefits of $0.2 million and $3.8 million, respectively, related to the recognition of excess tax benefits and deficiencies, which are included in the Income taxes line of the Condensed Consolidated Statements of Operations. The effect on basic net earnings per common share was $0.01 for the three months ended September 30, 2016, with no impact on diluted net earnings per common share.  The effect on basic and diluted net earnings per common share for the ninemonths ended September 30, 2016 was $0.07 and $0.06, respectively.   Additionally, the ASU requires excess tax benefits to be reported as a component of operating activities in the Condensed Consolidated Statements of Cash Flows. Excess tax benefits of $3.7 million were retrospectively reclassified from financing to operating activities in the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2016. The effects of the adoption of the other provisions of this ASU were immaterial.

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 on a prospective basis for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company prospectively adopted the ASU during the first quarter of 2017, the impact of which was not significant.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, to eliminate the second step of the goodwill impairment test. This ASU requires an entity to measure a goodwill impairment loss as the amount by which the carrying value of a reporting unit exceeds its fair value. Additionally, an entity should include the income tax effects from any tax deductible goodwill on the carrying value of the reporting unit when measuring a goodwill impairment loss, if applicable. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company early adopted the ASU during the third quarter of 2017, and will apply to any goodwill impairment losses prospectively.

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TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Recently Issued

In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which revises how employers that sponsor defined benefit pension and other postretirement plans present net periodic benefit cost. The ASU requires an employer to present the service cost component in the same income statement line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside of any subtotal of operating income. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The standard requires adoption on a retrospective basis for the presentation of net benefit cost components. The Company is currently assessing the impact that this standard will have upon adoption.

In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, to require that restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts on the statement of cash flows. The Company currently classifies changes in restricted cash as an investing activity in the Consolidated Statements of Cash Flows. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The standard requires adoption on a retrospective basis. The Company is currently assessing the impact that this standard will have upon adoption, which is not expected to be significant.

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 adoption of this ASU will result in a significant increase to the Company’s Balance Sheets for lease liabilities and lease assets, and the Company is currently assessing the impact that this standard will have upon adoption.

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 expects to use the modified retrospective method. 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 finalizing the impact that these standards will have on its accounting policies, processes, system requirements, internal controls, and disclosures using internal resources and the assistance of a third-party. The Company has established a project plan, completed an initial review of its customer contracts, and is updating policies and procedures. Based upon implementation procedures to date, the Company does not expect significant changes in its revenue recognition policies once the standard is adopted.

26

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

20. 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. The guarantees of the Guarantor Subsidiaries are subject to release in limited circumstances, only upon the occurrence of certain customary conditions. 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 September 30, 2017 and 2016, and for the three and nine months ended September 30, 2017 and 2016. 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.

Condensed Supplemental Consolidating Balance Sheet

September 30, 2017

(In millions)

	Parent			Guarantor		Non-Guarantor
	Company			Subsidiaries		Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	76.7		$	0.2	$	55.0	$	—		$	131.9
Investments		—			—		13.2		—			13.2
Accounts receivable, net		—			377.6		54.5		—			432.1
Inventories, net		—			1,008.3		129.2		—			1,137.5
Prepaid expenses and other current assets		71.7			17.6		21.1		—			110.4
Total current assets		148.4			1,403.7		273.0		—			1,825.1
Property, plant, and equipment, net		27.9			1,104.8		157.1		—			1,289.8
Goodwill		—			2,333.7		125.5		—			2,459.2
Investment in subsidiaries		5,212.5			572.0		—		(5,784.5	)		—
Intercompany accounts (payable) receivable, net		(152.7	)		137.4		15.3		—			—
Deferred income taxes		23.4			—		—		(23.4	)		—
Intangible and other assets, net		59.4			945.3		106.8		—			1,111.5
Total assets	$	5,318.9		$	6,496.9	$	677.7	$	(5,807.9	)	$	6,685.6
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	25.3		$	675.3	$	73.2	$	—		$	773.8
Current portion of long-term debt		70.8			1.2		0.1		—			72.1
Total current liabilities		96.1			676.5		73.3		—			845.9
Long-term debt		2,618.7			1.5		0.2		—			2,620.4
Deferred income taxes		—			418.7		26.1		(23.4	)		421.4
Other long-term liabilities		6.8			187.7		6.1		—			200.6
Stockholders’ equity		2,597.3			5,212.5		572.0		(5,784.5	)		2,597.3
Total liabilities and stockholders’ equity	$	5,318.9		$	6,496.9	$	677.7	$	(5,807.9	)	$	6,685.6

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Supplemental Consolidating Balance Sheet

December 31, 2016

(In millions)

	Parent		Guarantor			Non-Guarantor
	Company		Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	0.2		$	61.9		$	—		$	62.1
Investments		—		—			10.4			—			10.4
Accounts receivable, net		—		372.9			56.1			—			429.0
Inventories, net		—		869.6			108.4			—			978.0
Assets held for sale		—		3.6			—			—			3.6
Prepaid expenses and other current assets		23.6		36.7			17.3			—			77.6
Total current assets		23.6		1,283.0			254.1			—			1,560.7
Property, plant, and equipment, net		31.3		1,181.0			147.0			—			1,359.3
Goodwill		—		2,330.8			116.4			—			2,447.2
Investment in subsidiaries		5,031.5		519.4			—			(5,550.9	)		—
Intercompany accounts receivable (payable), net		199.6		(196.9	)		(2.7	)		—			—
Deferred income taxes		20.7		—			—			(20.7	)		—
Intangible and other assets, net		53.9		1,018.0			106.7			—			1,178.6
Total assets	$	5,360.6	$	6,135.3		$	621.5		$	(5,571.6	)	$	6,545.8
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	61.3	$	493.1		$	72.4		$	—		$	626.8
Current portion of long-term debt		63.1		3.2			0.1			—			66.4
Total current liabilities		124.4		496.3			72.5			—			693.2
Long-term debt		2,722.3		2.2			0.3			—			2,724.8
Deferred income taxes		—		418.3			24.6			(20.7	)		422.2
Other long-term liabilities		10.6		187.0			4.7			—			202.3
Stockholders’ equity		2,503.3		5,031.5			519.4			(5,550.9	)		2,503.3
Total liabilities and stockholders’ equity	$	5,360.6	$	6,135.3		$	621.5		$	(5,571.6	)	$	6,545.8

28

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Supplemental Consolidating Statement of Operations

Three Months Ended September 30, 2017

(In millions)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,458.0		$	175.9		$	(85.1	)	$	1,548.8
Cost of sales		—			1,221.5			152.3			(85.1	)		1,288.7
Gross profit		—			236.5			23.6			—			260.1
Selling, general, and administrative expense		23.9			128.5			10.3			—			162.7
Amortization expense		3.3			22.7			2.5			—			28.5
Other operating expense, net		2.4			8.0			0.7			—			11.1
Operating (loss) income		(29.6	)		77.3			10.1			—			57.8
Interest expense		31.3			0.1			3.8			(3.8	)		31.4
Interest income		—			(3.8	)		(0.4	)		3.8			(0.4	)
Other (income) expense, net		(2.4	)		(1.7	)		0.8			—			(3.3	)
(Loss) income before income taxes		(58.5	)		82.7			5.9			—			30.1
Income taxes		(22.4	)		22.7			1.0			—			1.3
Equity in net income (loss) of subsidiaries		64.9			4.9			—			(69.8	)		—
Net income (loss)	$	28.8		$	64.9		$	4.9		$	(69.8	)	$	28.8

Condensed Supplemental Consolidating Statement of Operations

Three Months Ended September 30, 2016

(In millions)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,501.8		$	167.0		$	(81.9	)	$	1,586.9
Cost of sales		—			1,240.2			143.0			(81.9	)		1,301.3
Gross profit		—			261.6			24.0			—			285.6
Selling, general, and administrative expense		23.5			134.5			16.1			—			174.1
Amortization expense		2.3			23.9			2.4			—			28.6
Other operating expense, net		—			4.7			0.6			—			5.3
Operating (loss) income		(25.8	)		98.5			4.9			—			77.6
Interest expense		31.0			(0.1	)		1.1			(1.2	)		30.8
Interest income		—			(1.0	)		(0.3	)		1.2			(0.1	)
Other (income) expense, net		—			(0.5	)		(5.2	)		—			(5.7	)
(Loss) income before income taxes		(56.8	)		100.1			9.3			—			52.6
Income taxes		(22.1	)		35.4			1.9			—			15.2
Equity in net income (loss) of subsidiaries		72.1			7.4			—			(79.5	)		—
Net income (loss)	$	37.4		$	72.1		$	7.4		$	(79.5	)	$	37.4

29

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Supplemental Consolidating Statement of Operations

Nine Months Ended September 30, 2017

(In millions)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	4,353.3		$	498.8		$	(244.9	)	$	4,607.2
Cost of sales		—			3,596.9			431.8			(244.9	)		3,783.8
Gross profit		—			756.4			67.0			—			823.4
Selling, general, and administrative expense		86.0			408.0			30.3			—			524.3
Amortization expense		9.4			69.2			7.2			—			85.8
Other operating expense, net		2.4			107.4			2.1			—			111.9
Operating (loss) income		(97.8	)		171.8			27.4			—			101.4
Interest expense		94.2			0.3			4.8			(6.4	)		92.9
Interest income		(2.2	)		(6.4	)		(1.3	)		6.4			(3.5	)
Other (income) expense, net		(0.8	)		(1.8	)		0.8			—			(1.8	)
(Loss) income before income taxes		(189.0	)		179.7			23.1			—			13.8
Income taxes		(72.6	)		59.2			4.4			—			(9.0	)
Equity in net income (loss) of subsidiaries		139.2			18.7			—			(157.9	)		—
Net income (loss)	$	22.8		$	139.2		$	18.7		$	(157.9	)	$	22.8

Condensed Supplemental Consolidating Statement of Operations

Nine Months Ended September 30, 2016

(In millions)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	4,161.1		$	459.8		$	(222.4	)	$	4,398.5
Cost of sales		—			3,448.0			396.9			(222.4	)		3,622.5
Gross profit		—			713.1			62.9			—			776.0
Selling, general, and administrative expense		100.1			394.1			42.4			—			536.6
Amortization expense		6.8			67.1			7.0			—			80.9
Other operating expense, net		—			8.8			1.5			—			10.3
Operating (loss) income		(106.9	)		243.1			12.0			—			148.2
Interest expense		87.4			0.2			4.0			(3.6	)		88.0
Interest income		(2.2	)		(3.9	)		(1.0	)		3.6			(3.5	)
Other (income), net		—			(2.5	)		(3.8	)		—			(6.3	)
(Loss) income before income taxes		(192.1	)		249.3			12.8			—			70.0
Income taxes		(73.4	)		90.1			0.1			—			16.8
Equity in net income (loss) of subsidiaries		171.9			12.7			—			(184.6	)		—
Net income (loss)	$	53.2		$	171.9		$	12.7		$	(184.6	)	$	53.2

30

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss)

Three Months Ended September 30, 2017

(In millions)

	Parent		Guarantor		Non-Guarantor
	Company		Subsidiaries		Subsidiaries		Eliminations			Consolidated
Net income (loss)	$	28.8	$	64.9	$	4.9	$	(69.8	)	$	28.8
Other comprehensive income:
Foreign currency translation adjustments		—		—		18.0		—			18.0
Pension and postretirement reclassification    adjustment, net of tax		—		0.1		—		—			0.1
Other comprehensive income		—		0.1		18.0		—			18.1
Equity in other comprehensive income (loss) of    subsidiaries		18.1		18.0		—		(36.1	)		—
Comprehensive income (loss)	$	46.9	$	83.0	$	22.9	$	(105.9	)	$	46.9

Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss)

Three Months Ended September 30, 2016

(In millions)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	37.4		$	72.1		$	7.4		$	(79.5	)	$	37.4
Other comprehensive income:
Foreign currency translation adjustments		—			—			(7.3	)		—			(7.3	)
Pension and postretirement reclassification    adjustment, net of tax		—			0.3			—			—			0.3
Other comprehensive income (loss)		—			0.3			(7.3	)		—			(7.0	)
Equity in other comprehensive (loss) income of    subsidiaries		(7.0	)		(7.3	)		—			14.3			—
Comprehensive income (loss)	$	30.4		$	65.1		$	0.1		$	(65.2	)	$	30.4

31

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss)

Nine Months Ended September 30, 2017

(In millions)

	Parent		Guarantor		Non-Guarantor
	Company		Subsidiaries		Subsidiaries		Eliminations			Consolidated
Net income (loss)	$	22.8	$	139.2	$	18.7	$	(157.9	)	$	22.8
Other comprehensive income:
Foreign currency translation adjustments		—		—		34.5		—			34.5
Pension and postretirement reclassification    adjustment, net of tax		—		7.2		—		—			7.2
Other comprehensive income		—		7.2		34.5		—			41.7
Equity in other comprehensive income (loss) of    subsidiaries		41.7		34.5		—		(76.2	)		—
Comprehensive income (loss)	$	64.5	$	180.9	$	53.2	$	(234.1	)	$	64.5

Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss)

Nine Months Ended September 30, 2016

(In millions)

	Parent		Guarantor		Non-Guarantor
	Company		Subsidiaries		Subsidiaries		Eliminations			Consolidated
Net income (loss)	$	53.2	$	171.9	$	12.7	$	(184.6	)	$	53.2
Other comprehensive income:
Foreign currency translation adjustments		—		—		21.6		—			21.6
Pension and postretirement reclassification    adjustment, net of tax		—		0.8		—		—			0.8
Other comprehensive income		—		0.8		21.6		—			22.4
Equity in other comprehensive income (loss) of    subsidiaries		22.4		21.6		—		(44.0	)		—
Comprehensive income (loss)	$	75.6	$	194.3	$	34.3	$	(228.6	)	$	75.6

32

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Supplemental Consolidating Statement of Cash Flows

Nine Months Ended September 30, 2017

(In millions)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating    activities	$	13.4		$	406.0		$	1.4		$	(157.4	)	$	263.4
Cash flows from investing activities:
Additions to property, plant, and equipment		(1.6	)		(87.4	)		(13.5	)		—			(102.5	)
Additions to intangible assets		(17.7	)		(0.8	)		(0.1	)		—			(18.6	)
Intercompany transfer		69.8			(128.2	)		—			58.4			—
Proceeds from sale of fixed assets		—			7.2			—			—			7.2
Proceeds from divestiture		—			19.0			0.3			—			19.3
Other		—			—			(1.0	)		—			(1.0	)
Net cash provided by (used in) investing    activities		50.5			(190.2	)		(14.3	)		58.4			(95.6	)
Cash flows from financing activities:
Net (repayment) borrowing of debt		(100.8	)		(2.2	)		(0.1	)		—			(103.1	)
Intercompany transfer		109.2			(213.6	)		5.4			99.0			—
Receipts related to stock-based award activities		11.1			—			—			—			11.1
Payments related to stock-based award activities		(6.7	)		—			—			—			(6.7	)
Net cash provided by (used in) financing    activities		12.8			(215.8	)		5.3			99.0			(98.7	)
Effect of exchange rate changes on cash and cash    equivalents		—			—			0.7			—			0.7
Increase (decrease) in cash and cash equivalents		76.7			—			(6.9	)		—			69.8
Cash and cash equivalents, beginning of period		—			0.2			61.9			—			62.1
Cash and cash equivalents, end of period	$	76.7		$	0.2		$	55.0		$	—		$	131.9

33

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Supplemental Consolidating Statement of Cash Flows

Nine Months Ended September 30, 2016

(In millions)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in)  operating    activities	$	94.2		$	398.7		$	(10.7	)	$	(183.8	)	$	298.4
Cash flows from investing activities:
Additions to property, plant, and equipment		(2.8	)		(119.9	)		(9.2	)		—			(131.9	)
Additions to intangible assets		(8.2	)		(2.7	)		—			—			(10.9	)
Intercompany transfer		32.4			(78.4	)		—			46.0			—
Acquisitions, less cash acquired		(2,687.7	)		0.3			43.0			—			(2,644.4	)
Proceeds from sale of fixed assets		—			1.5			—			—			1.5
Other		—			(0.6	)		(0.8	)		—			(1.4	)
Net cash (used in) provided by investing    activities		(2,666.3	)		(199.8	)		33.0			46.0			(2,787.1	)
Cash flows from financing activities:
Net borrowing (repayment) of debt		1,700.1			(2.6	)		—			—			1,697.5
Payment of deferred financing costs		(34.3	)		—			—			—			(34.3	)
Intercompany transfer		61.9			(196.4	)		(3.3	)		137.8			—
Net proceeds from issuance of common stock		835.1			—			—			—			835.1
Receipts related to stock-based award activities		7.6			—			—			—			7.6
Payments related to stock-based award activities		(8.7	)		—			—			—			(8.7	)
Net cash provided by (used in) financing    activities		2,561.7			(199.0	)		(3.3	)		137.8			2,497.2
Effect of exchange rate changes on cash and cash    equivalents		—			—			3.8			—			3.8
(Decrease) increase in cash and cash equivalents		(10.4	)		(0.1	)		22.8			—			12.3
Cash and cash equivalents, beginning of period		10.4			0.1			24.4			—			34.9
Cash and cash equivalents, end of period	$	—		$	—		$	47.2		$	—		$	47.2

21. SUBSEQUENT EVENTS

On November 2, 2017, the Company announced that the Board of Directors adopted a stock repurchase program. The stock repurchase program authorizes the Company to repurchase up to $400 million of the Company’s common stock at any time, or from time to time. Any repurchases under the program may be made by means of open market transactions, negotiated block transactions, or otherwise, including pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The size and timing of any repurchases will depend on price, market and business conditions, and other factors. Provided, however, that the Company is authorized to enter into an administrative repurchase plan for $50 million of the $400 million in the twelve months following November, 6 2017. The Company will repurchase shares opportunistically with a total annual cap of $150 million. Any shares repurchased will be held as treasury stock.

On October 29, 2017 Mr. Robert Aiken resigned as the Company’s President and Chief Operating Officer. The Company is in discussions with Mr. Aiken regarding the satisfaction of his monetary obligations to the Company under his employment agreement.

34

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business Overview

TreeHouse Foods, Inc. is a manufacturer of packaged foods and beverages with more than 50 manufacturing facilities across the United States, Canada, and Italy that focuses primarily on private label products for both retail grocery and food away from home customers. We manufacture shelf stable, refrigerated, frozen, and fresh products within our five segments (Baked goods, Beverages, Condiments, Meals, and Snacks). We have a comprehensive offering of packaging formats and flavor profiles, and we also offer natural, organic, and preservative free ingredients in many categories. We believe we are the largest manufacturer of private label snack nuts, trail mixes, refrigerated dough, retail griddle items, in-store bakery cookies, pretzels, pickles, salsa, macaroni and cheese dinners, non-dairy powdered creamer, ready-to-eat cereals, and dry pasta in the United States, the largest manufacturer of private label powdered drink mixes, salad dressings, and instant hot cereals in both the United States and Canada, and the largest manufacturer of private label jams in Canada, based on volume. We also believe we are one of the largest manufacturers of private label crackers, snack bars, table syrup, flavored syrup, barbeque sauce, preserves, and jellies in the United States, based on volume.

The following discussion and analysis presents the factors that had a material effect on our results of operations for the three and nine month periods ended September 30, 2017 and 2016. Also discussed is our financial position as of the end of the current period. This discussion should be read in conjunction with the Condensed Consolidated Financial Statements and the Notes to those Condensed Consolidated Financial Statements included elsewhere in this report. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. See Cautionary Statement Regarding Forward-Looking Statements on page 53 for a discussion of the uncertainties, risks, and assumptions associated with these statements.

Segments

In the first quarter of 2017, the Company completed changes in its organizational structure that resulted in a change in how the Company manages its business and allocates resources. Our reportable segments are now organized and managed by products: Baked Goods, Beverages, Condiments, Meals, and Snacks. Our reportable segments are discussed in greater detail in Note 18 within the Notes to Condensed Consolidated Financial Statements.  

Current Market Environment

Despite the overall improvement in the U.S. economy, consumer spending continues to remain challenged. Specifically, retail food volumes continue to be weak compared to overall consumer spending. September total retail food sales and volumes showed sequential declines month-to-month as consumers executed stock-up trips to stores in advance of early September hurricanes. On a quarterly basis, third quarter total retail food sales across the industry increased sequentially over the second quarter of 2017 with sales up nearly 0.6%. The sequential improvement in sales was mirrored, though to a lesser extent, in the third quarter year-over-year comparison. Total retail food sales across the industry increased 0.3% in the third quarter of 2017 compared to the same period last year as volume declines (-1.8%) were more than offset by price increases (+2.1%). Although volume softness continued in the industry, pricing actions have mostly offset this impact.  Branded products continue to be the hardest hit as volumes were 2.7% lower in the third quarter of 2017 compared to 2016 with pricing offsetting 2.5% of the decline. Comparatively, private label food volumes were down 0.1% for the third quarter year-over-year with a corresponding 2.7% increase in pricing. As such, comparatively stable industry volumes combined with similar pricing actions demonstrates private label products are well positioned against their branded counterparts.

While overall volume growth continues to be a challenge, certain retail sectors are experiencing growth as consumers continue to snack, with a focus on “healthy” and “better for you” foods. “Healthy” and “better for you” foods include items such as fresh or freshly prepared foods, natural, organic, or specialty foods, most of which are located in the perimeter of the store. Recent data shows that these product offerings are expected to be the primary growth area for both branded and private label products, and that growth in private label is expected to drive the overall growth in these product categories. These trends are prompting companies to increase or adjust their offerings, while retaining their commitment to provide products at reasonable prices. In an effort to respond to shifting consumer demand, the Company offers an increasing variety of snacks, natural, and organic products.

TreeHouse 2020 – Operating Margin Improvement Plan

On August 3, 2017, the Company announced the TreeHouse 2020 program, which is a comprehensive strategic blueprint intended to accelerate long-term growth through optimization of our manufacturing network, transformation of our mixing centers and warehouse footprint, and leveraging of systems and processes to drive performance.  TreeHouse 2020 is a multi-year plan to fully integrate the business and reduce its cost structure in order to invest in market-differentiated capabilities, including higher growth potential product categories to serve the rapidly evolving needs of customers which are strategically focused and highly committed to their corporate brands. TreeHouse 2020 is expected to produce significant savings to achieve our operating margin expansion targets creating reinvestment opportunities to drive future growth. Specifically, we are targeting to improve our operating margin structure by

35

approximately 300 basis points by the end of 2020. In the short-term, while we continue to execute on these margin improvement initiatives we might experience modest sales declines due to the rationalization of low margin business.

The TreeHouse 2020 program will be executed in multiple phases over the next several years.  The key elements of Phase 1 include the closure of the Company’s Brooklyn Park, Minnesota and Plymouth, Indiana facilities, as well as the downsizing of the Dothan, Alabama facility.  Production at the Brooklyn Park, Minnesota and Plymouth, Indiana facilities is expected to cease in the fourth quarter of 2017.  The facility downsizing at Dothan, Alabama is expected to be complete in the third quarter of 2018.In addition, we have taken steps toward increasing our capacity utilization, operational margin expansion, and streamlining our plant structure to optimize our supply chain. See Note 2 to our Condensed Consolidated Financial Statements for additional information regarding restructuring and margin improvement activities.

Recent Developments

Share Repurchase Authorization

On November 2, 2017, the Company announced that the Board of Directors adopted a stock repurchase program. The stock repurchase program authorizes the Company to repurchase up to $400 million of the Company’s common stock at any time, or from time to time. Any repurchases under the program may be made by means of open market transactions, negotiated block transactions, or otherwise, including pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The size and timing of any repurchases will depend on price, market and business conditions, and other factors. Provided, however, that the Company is authorized to enter into an administrative repurchase plan for $50 million of the $400 million in the twelve months following November, 6 2017. The Company will repurchase shares opportunistically with a total annual cap of $150 million. Any shares repurchased will be held as treasury stock.

Sale of the Soup and Infant Feeding Business

On April 25, 2017, the Company announced that it had entered into a definitive agreement to sell its canned soup and infant feeding (“SIF”) business. The SIF business is based in Pittsburgh, Pennsylvania and produces private label condensed and ready-to-serve soup, baby food, and gravies for the Meals segment. The transaction closed on May 22, 2017 and remains subject to working capital adjustments that are expected to be finalized in the fourth quarter of 2017.

Results of Operations

The following table presents certain information concerning our financial results, including information presented as a percentage of consolidated net sales:

	Three Months Ended September 30,												Nine Months Ended September 30,
	2017						2016						2017						2016
	Dollars			Percent			Dollars			Percent			Dollars			Percent			Dollars			Percent
	(Dollars in millions)												(Dollars in millions)
Net sales	$	1,548.8			100.0	%	$	1,586.9			100.0	%	$	4,607.2			100.0	%	$	4,398.5			100.0	%
Cost of sales		1,288.7			83.2			1,301.3			82.0			3,783.8			82.1			3,622.5			82.4
Gross profit		260.1			16.8			285.6			18.0			823.4			17.9			776.0			17.6
Operating expenses:
Selling and distribution		95.6			6.2			102.2			6.4			295.0			6.4			292.0			6.6
General and administrative		67.1			4.3			71.9			4.5			229.3			5.0			244.6			5.6
Amortization expense		28.5			1.8			28.6			1.8			85.8			1.9			80.9			1.8
Other operating expense, net		11.1			0.7			5.3			0.3			111.9			2.4			10.3			0.2
Total operating expenses		202.3			13.0			208.0			13.0			722.0			15.7			627.8			14.2
Operating income		57.8			3.8			77.6			5.0			101.4			2.2			148.2			3.4
Other expense:
Interest expense		31.4			2.0			30.8			1.9			92.9			2.0			88.0			2.0
Interest income		(0.4	)		—			(0.1	)		—			(3.5	)		(0.1	)		(3.5	)		(0.1	)
Gain on foreign currency exchange		(2.5	)		(0.2	)		(1.1	)		(0.1	)		(2.8	)		(0.1	)		(6.0	)		(0.1	)
Other (income) expense, net		(0.8	)		—			(4.6	)		(0.2	)		1.0			0.1			(0.3	)		—
Total other expense		27.7			1.8			25.0			1.6			87.6			1.9			78.2			1.8
Income before income taxes		30.1			2.0			52.6			3.4			13.8			0.3			70.0			1.6
Income taxes		1.3			0.1			15.2			1.0			(9.0	)		(0.2	)		16.8			0.4
Net income	$	28.8			1.9	%	$	37.4			2.4	%	$	22.8			0.5	%	$	53.2			1.2	%

36

Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016

Net Sales —
Third quarter net sales decreased by $38.1 million, or 2.4%, in 2017 compared to 2016. The change in net sales from the third quarter of 2016 to the third quarter of 2017 was due to the following:

	Dollars			Percent
	(Dollars in millions)
2016 Net sales	$	1,586.9
Volume/mix		1.4			0.1	%
Pricing		1.5			0.1
Product recalls		1.6			0.1
Acquisition/divestiture		(45.6	)		(2.9	)
Foreign currency		3.0			0.2
2017 Net sales	$	1,548.8			(2.4	)%

The change in net sales was more than explained by the divestiture of the SIF business which contributed 2.9% to the year-over-year decline. Volume/mix, pricing, and foreign exchange were slightly favorable compared to the prior year, partially offsetting the decline from the divestiture. Included in net sales was a $1.7 million product recall reimbursement, compared to a $0.1 million impact in 2016, that contributed an increase of 0.1% to net sales year-over-year.

Cost of Sales — Cost of sales as a percentage of net sales was 83.2% in the third quarter of 2017, compared to 82.0% in the third quarter of 2016. Included in cost of sales in the third quarter of 2017 was $1.5 million related to product recall reimbursement compared to expense of $0.2 million in the third quarter of 2016. Also included in cost of sales was $10.2 million of restructuring and other margin improvement activities in the third quarter of 2017 compared to $1.0 million in the prior year. These transactions, coupled with the product recall reimbursement outlined above in net sales, increased cost of sales as a percentage of net sales by 0.5% in the third quarter of 2017 and 0.1% in the third quarter of 2016. The remaining 0.8% increase in cost of sales as a percentage of net sales was primarily due to higher operating costs, higher commodity costs, and unfavorable mix, partially offset by a reduction in variable incentive compensation and depreciation.

Operating Expenses — Total operating expenses were $202.3 million in the third quarter of 2017 compared to $208.0 million in the third quarter of 2016. The decrease in 2017 resulted from the following:

Selling and distribution expenses decreased $6.6 million, or 6.5%, in the third quarter of 2017 compared to the third quarter of 2016. Selling and distribution expenses as a percentage of net sales decreased to 6.2% in the third quarter of 2017, compared to 6.4% in the third quarter of 2016.  The decrease was primarily related to lower volumes, a reduction in variable incentive compensation, and cost savings in 2017, partially offset by unfavorable freight rates.

General and administrative expenses decreased $4.8 million, or 6.7%, in the third quarter of 2017 compared to the third quarter of 2016. General and administrative expenses as a percentage of net sales decreased slightly to 4.3% in the third quarter of 2017, compared to 4.5% in the third quarter of 2016 mostly related to lower revenues and a reduction in variable incentive compensation.

Amortization expense was relatively flat in the third quarter of 2017 compared to the third quarter of 2016.

Other operating expense was $11.1 million in the third quarter of 2017 compared to $5.3 million in the third quarter of 2016. The increase was entirely due to higher costs associated with restructuring and other margin improvement activities that were announced in recent quarters with respect to the TreeHouse 2020 margin improvement plan and the Company’s closure of the Brooklyn Park, Minnesota; Plymouth, Indiana; City of Industry, California; Ayer, Massachusetts; Azusa, California; Delta, British Columbia (frozen griddle); and Ripon, Wisconsin facilities as well as the downsizing of the Dothan, Alabama and Battle Creek, Michigan facilities. See Note 2 to our Condensed Consolidated Financial Statements for additional information regarding restructuring and margin improvement activities.

Interest Expense — Interest expense increased to $31.4 million in the third quarter of 2017, compared to $30.8 million in 2016, primarily due to higher interest rates associated with Federal interest rate increases partially offset by lower net debt.

Interest Income – Interest income of $0.4 million primarily relates to cash held by our Canadian subsidiaries and gains on investments. Interest income increased slightly from the third quarter of 2016.

37

Foreign Currency — The Company’s foreign currency impact was a $2.5million gain for the third quarter of 2017, compared to a gain of $1.1 million in the third quarter of 2016, primarily due to fluctuations in currency exchange rates between the U.S. and Canadian dollar during the respective periods.

Other (Income) Expense, net — Other income was $0.8 million for the third quarter of 2017, compared to income of $4.6 million in the third quarter of 2016. The change was primarily due to lower gains from hedging activities, primarily foreign currency contracts, commodity contracts, and interest rate swaps.

Income Taxes — Income tax expense of $1.3 million was recorded in the third quarter of 2017 compared to expense of $15.2 million for the same period of 2016. The effective rate was 4.3% for the third quarter of 2017 compared to 28.9% for the third quarter of 2016. The change in the effective tax rate for the three months ended September 30, 2017 as compared to September 30, 2016 is primarily a result of the income tax benefit from the release of reserves for unrecognized tax benefits due to the lapse of statutes and a benefit from foreign tax credits on a year-over-year basis. 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, the benefits associated with the federal domestic production activities deduction, the excess tax benefits related to share-based payments, the benefit of an intercompany financing structure entered into in conjunction with the E.D. Smith Foods, Ltd. (“E.D. Smith”) acquisition in 2007, and the benefit derived from foreign tax credits.

Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016 — Results by Segment

Baked Goods

	Three Months Ended September 30,
	2017					2016
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)
Net sales	$	351.2		100.0	%	$	329.4		100.0	%
Cost of sales		275.1		78.3			267.0		81.1
Gross profit		76.1		21.7			62.4		18.9
Freight out and commissions		22.2		6.3			20.8		6.3
Direct selling, general, and administrative		7.0		2.0			7.8		2.3
Direct operating income	$	46.9		13.4	%	$	33.8		10.3	%

Net sales in the Baked Goods segment increased $21.8 million, or 6.6%, in the third quarter of 2017 compared to the third quarter of 2016. The change in net sales from 2016 to 2017 was due to the following:

	Dollars			Percent
	(Dollars in millions)
2016 Net sales	$	329.4
Volume/mix		21.7			6.6	%
Pricing		(0.7	)		(0.2	)
Foreign currency		0.8			0.2
2017 Net sales	$	351.2			6.6	%

Net sales increased during the third quarter of 2017 compared to the third quarter of 2016 primarily due to favorable volume/mix from increased distribution predominantly in the cracker and cookie categories, partially offset by unfavorable pricing from competitive pressure.

Cost of sales as a percentage of net sales decreased 2.8%, from 81.1% in the third quarter of 2016 to 78.3% in the third quarter of 2017, primarily due to lower commodity costs (flour, sugar, and eggs) and lower operating costs.

Freight out and commissions paid to independent sales brokers was $22.2 million in the third quarter of 2017, compared to $20.8 million in the third quarter of 2016.  Freight and commissions as a percentage of net sales was flat year-over-year.

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Direct selling, general, and administrative expenses were $7.0 million in the third quarter of 2017 compared to $7.8million in the third quarter of 2016. The decrease in direct selling, general, and administrative expenses as a percentage of net sales was primarily due to lower spend due to cost saving activities.

Beverages

	Three Months Ended September 30,
	2017					2016
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)
Net sales	$	244.9		100.0	%	$	234.9		100.0	%
Cost of sales		178.3		72.8			158.5		67.5
Gross profit		66.6		27.2			76.4		32.5
Freight out and commissions		10.3		4.2			6.9		2.9
Direct selling, general, and administrative		4.6		1.9			5.7		2.4
Direct operating income	$	51.7		21.1	%	$	63.8		27.2	%

Net sales in the Beverages segment increased $10.0 million, or 4.3%, in the third quarter of 2017 compared to the third quarter of 2016. The change in net sales from 2016 to 2017 was due to the following:

	Dollars			Percent
	(Dollars in millions)
2016 Net sales	$	234.9
Volume/mix		14.0			6.0	%
Pricing		(4.0	)		(1.7	)
2017 Net sales	$	244.9			4.3	%

Net sales increased during the third quarter of 2017 compared to the third quarter of 2016 primarily due to favorable volume/mix from increased distribution, principally in the single serve beverages, creamer, broth, and liquid beverages categories, partially offset by unfavorable pricing from competitive pressure.

Cost of sales as a percentage of net sales increased 5.3%, from 67.5% in the third quarter of 2016 to 72.8% in the third quarter of 2017, primarily due to higher operating costs and unfavorable commodity costs (primarily related to oils).

Freight out and commissions paid to independent sales brokers was $10.3 million in the third quarter of 2017, compared to $6.9 million in the third quarter of 2016. The increase is primarily related to increased volume year-over-year and a shift in mix from customer pick-up to delivery.

Direct selling, general, and administrative expenses were $4.6 million in the third quarter of 2017, compared to $5.7 million in the third quarter of 2016. The decrease in direct selling, general, and administrative expenses as a percentage of net sales was primarily due to cost saving activities.

Condiments

	Three Months Ended September 30,
	2017					2016
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)
Net sales	$	333.8		100.0	%	$	322.9		100.0	%
Cost of sales		278.8		83.5			263.6		81.6
Gross profit		55.0		16.5			59.3		18.4
Freight out and commissions		14.8		4.4			14.3		4.4
Direct selling, general, and administrative		5.8		1.8			7.0		2.2
Direct operating income	$	34.4		10.3	%	$	38.0		11.8	%

Net sales in the Condiments segment increased $10.9 million, or 3.4%, in the third quarter of 2017 compared to the third quarter of 2016. The change in net sales from 2016 to 2017 was due to the following:

39

	Dollars		Percent
	(Dollars in millions)
2016 Net sales	$	322.9
Volume/mix		5.4		1.7	%
Pricing		3.3		1.0
Foreign currency		2.2		0.7
2017 Net sales	$	333.8		3.4	%

Net sales increased during the third quarter of 2017 compared to the third quarter of 2016 primarily due to favorable volume/mix from increased distribution, predominantly in the pickles, dressings, cheese, and salsa categories, favorable pricing, and favorable foreign currency exchange rates.

Cost of sales as a percentage of net sales increased 1.9%, from 81.6% in the third quarter of 2016 to 83.5% in the third quarter of 2017, primarily due to higher commodity costs (soy bean oil and dairy) and higher operating costs.

Freight out and commissions paid to independent sales brokers was $14.8 million in the third quarter of 2017, compared to $14.3 million in the third quarter of 2016. Costs remained consistent with sales activity as freight out and commissions as a percentage of net sales was 4.4% for both the third quarter of 2017 and 2016.

Direct selling, general, and administrative expenses were $5.8 million in the third quarter of 2017 and $7.0 million in the third quarter of 2016. The decrease in direct selling, general, and administrative expenses as a percentage of net sales was primarily due to cost saving activities.

Meals

	Three Months Ended September 30,
	2017					2016
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)
Net sales	$	284.6		100.0	%	$	347.9		100.0	%
Cost of sales		233.7		82.1			291.6		83.8
Gross profit		50.9		17.9			56.3		16.2
Freight out and commissions		11.6		4.1			14.5		4.2
Direct selling, general, and administrative		7.2		2.5			8.7		2.5
Direct operating income	$	32.1		11.3	%	$	33.1		9.5	%

Net sales in the Meals segment decreased $63.3 million, or (18.2)%, in the third quarter of 2017 compared to the third quarter of 2016. The change in net sales from 2016 to 2017 was due to the following:

	Dollars			Percent
	(Dollars in millions)
2016 Net sales	$	347.9
Volume/mix		(14.6	)		(4.2	)%
Pricing		(3.1	)		(0.9	)
Acquisition/divestiture		(45.6	)		(13.1	)
2017 Net sales	$	284.6			(18.2	)%

Net sales decreased during the third quarter of 2017 compared to the third quarter of 2016 which is more than explained by the divestiture of the SIF business, unfavorable volume/mix from competitive pressure (principally in the ready-to-eat cereal category), and unfavorable pricing from competitive pressure.

Cost of sales as a percentage of net sales decreased 1.7%, from 83.8% in the third quarter of 2016 to 82.1% in the third quarter of 2017, primarily due to lower costs related to the SIF divestiture and favorable depreciation, partially offset by higher operating costs.

Freight out and commissions paid to independent sales brokers was $11.6 million in the third quarter of 2017, compared to $14.5 million in the third quarter of 2016. Freight out and commissions as a percentage of net sales was relatively flat in the third quarter of 2017 compared to the third quarter of 2016.

40

Direct selling, general, and administrative expenses were $7.2 million in the third quarter of 2017 compared to $8.7million in 2016. Direct selling, general, and administrative expenses as a percentage of net sales was flat to prior year as the costs associated with the divested business decreased proportionately with the decline in net sales.

Snacks

	Three Months Ended September 30,
	2017					2016
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)
Net sales	$	332.6		100.0	%	$	351.7		100.0	%
Cost of sales		317.6		95.5			319.1		90.7
Gross profit		15.0		4.5			32.6		9.3
Freight out and commissions		8.4		2.5			8.6		2.4
Direct selling, general, and administrative		4.8		1.5			5.5		1.6
Direct operating income	$	1.8		0.5	%	$	18.5		5.3	%

Net sales in the Snacks segment decreased $19.1 million, or (5.4)%, in the third quarter of 2017 compared to the third quarter of 2016. The change in net sales from 2016 to 2017 was due to the following:

	Dollars			Percent
	(Dollars in millions)
2016 Net sales	$	351.7
Volume/mix		(25.1	)		(7.1	)%
Pricing		6.0			1.7
2017 Net sales	$	332.6			(5.4	)%

Net sales decreased during the third quarter of 2017 compared to the third quarter of 2016 primarily due to unfavorable volume/mix from soft consumer trends and the exit of low margin co-pack business, partially offset by favorable pricing from commodity-based price increases.

Cost of sales as a percentage of net sales increased 4.8%, from 90.7% in the third quarter of 2016 to 95.5% in the third quarter of 2017, primarily due to higher commodity costs (predominantly in cashews), unfavorable mix, and higher operating costs. Contributing to higher operating costs in the third quarter was the launch of a large scale private label customer in snack nuts.

Freight out and commissions paid to independent sales brokers was $8.4 million in the third quarter of 2017, compared to $8.6 million in 2016. Freight out and commissions as a percentage of net sales was relatively flat in the third quarter of 2017 compared to the third quarter of 2016.

Direct selling, general, and administrative expenses were $4.8 million in the third quarter of 2017 compared to $5.5 million in the third quarter of 2016. Direct selling, general, and administrative expenses as a percentage of net sales decreased slightly year-over-year due to cost saving activities.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

Net Sales — Net sales increased by $208.7 million, or 4.7%, in the first nine months of 2017 compared to the first nine months of 2016. The change in net sales from 2016 to 2017 was due to the following:

	Dollars			Percent
	(Dollars in millions)
2016 Net sales	$	4,398.5
Volume/mix		2.9			0.1	%
Pricing		(12.9	)		(0.3	)
Product recalls		15.3			0.3
Acquisition/divestiture		201.2			4.6
Foreign currency		2.2			—
2017 Net sales	$	4,607.2			4.7	%

41

The change in net sales is primarily due to an additional month of sales from the 2016 acquisition of the Private Brands Business, partially offset by the divestiture of the SIF business in the second quarter of 2017 and unfavorable pricing. Volume/mix and foreign currency was relatively flat year-over-year. Included in net sales was $5.4 million of product recall reimbursement in the first nine months of 2017, compared to a $9.8 million cost in 2016, that contributed an increase of 0.3% to net sales year-over-year.

Cost of Sales — Cost of sales as a percentage of net sales was 82.1% in the first nine months of 2017, compared to 82.4% in the first nine months of 2016. Included in cost of sales in the first nine months of 2017 was $3.0 million related to product recall reimbursement compared to expense of $5.5 million in the first nine months of 2016. Also included in cost of sales was $13.5 million of restructuring and other margin improvement activities in the first nine months of 2017 compared to $3.9 million in the prior year. Finally, included in cost of sales for the nine months ended 2016 was $8.5 million of acquisition, integration, divestiture, and related costs compared to none in 2017. These transactions, coupled with the product recall reimbursement and costs outlined above in net sales, increased cost of sales as a percentage of net sales by 0.1% in the first nine months of 2017 and 0.6% in the first nine months of 2016. The remaining 0.2% increase in cost of sales as a percentage of net sales was primarily due to higher operating costs, higher commodity costs, and unfavorable mix, partially offset by a reduction in variable incentive compensation and depreciation.

Operating Expenses — Total operating expenses were $722.0 million in the first nine months of 2017 compared to $627.8 million in the first nine months of 2016. The increase in 2017 resulted from the following:

Selling and distribution expenses increased $3.0 million, or 1.0%, in the first nine months of 2017 compared to the first nine months of 2016. Selling and distribution expenses as a percentage of net sales decreased to 6.4% in the first nine months of 2017 compared to 6.6% in the first nine months of 2016.  The increase in selling and distribution expense dollars is primarily related to the additional month of Private Brands Business in 2017, while the decrease in selling and distribution expense as a percentage of net sales was primarily due to cost saving activities and reduced variable incentive compensation.

General and administrative expenses decreased by $15.3 million, or 6.3%, in the first nine months of 2017 compared to the first nine months of 2016. This decrease is primarily related to lower acquisition, integration, divestiture, and related costs in the first nine months of 2017 compared to the first nine months of 2016, partially offset by an additional month of Private Brands business in 2016. General and administrative expenses as a percentage of net sales decreased from 5.6% in the first nine months of 2016 to 5.0% in the first nine months of 2017 due to the change in acquisition, integration, divestiture, and related costs year-over-year. In the first nine months of 2016, the Company incurred approximately $42.0 million of acquisition, integration, divestiture, and related costs primarily related to the Private Brands Business acquisition, compared to $12.7 million in the first nine months of 2017. Excluding the impact of acquisition, integration, divestiture, and related costs, general and administrative expenses as a percentage of net sales was relatively flat year-over-year as an additional month of Private Brands business, increased stock compensation costs related to the shift of the annual grant period to the first quarter in 2017, and the build-out of the new segment structure was mostly offset by a reduction in variable incentive compensation.

Amortization expense increased $4.9 million in the first nine months of 2017 compared to the first nine months of 2016, primarily due to the amortization of intangible assets from the acquisition of Private Brands.

Other operating expense was $111.9 million in the first nine months of 2017 compared to $10.3 million in the first nine months of 2016. The increase was entirely due to a loss on the divestiture of the SIF business of $85.6 million and higher costs associated with restructuring and other margin improvement activities that were announced in recent quarters with respect to the TreeHouse 2020 margin improvement plan and the Company’s closure of the Brooklyn Park, Minnesota; Plymouth, Indiana; City of Industry, California; Ayer, Massachusetts; Azusa, California; Delta, British Columbia (frozen griddle); and Ripon, Wisconsin facilities as well as the downsizing of the Dothan, Alabama and Battle Creek, Michigan facilities. See Note 2 to our Condensed Consolidated Financial Statements for additional information regarding restructuring and margin improvement activities.

Interest Expense — Interest expense increased to $92.9 million in the first nine months of 2017, compared to $88.0 million in 2016, due to higher average interest rates from financing the acquisition and Federal interest rate increases.

Interest Income – Interest income of $3.5 million includes $1.6 million of interest income related to annual patronage refunds pertaining to Term Loan A. The patronage refund represents our participation in a capital plan related to our Term Loan A and is an annual payment based on a percentage of our average daily loan balance. The remaining $1.9 million in interest income primarily relates to cash held by our Canadian subsidiaries and gains on investments.

Foreign Currency — The Company’s foreign currency impact was a $2.8 million gain for the first nine months of 2017, compared to a gain of $6.0 million in the first nine months of 2016, primarily due to fluctuations in currency exchange rates between the U.S. and Canadian dollar during the respective periods.

42

Other (Income) Expense, net — Other expense was $1.0 million for the first nine months of 2017, compared to income of $0.3 million in the first nine months of 2016. The change was mostly due to hedging activities, primarily foreign currency contracts, commodity contracts, and interest rate swaps.

Income Taxes — Income tax benefit of $9.0 million was recorded in the first nine months of 2017 compared to expense of $16.8 million for the same period of 2016. The effective tax rate was (65.2)% for the first nine months of 2017 and 24.0% for the first nine months of 2016. The change in the effective tax rate for the nine months ended September 30, 2017 compared to September 30, 2016 is primarily a result of the income tax benefits related to share-based payments, the income tax benefit from the release of reserves for unrecognized tax benefits due to the lapse of statutes, and a benefit from foreign tax credits on a year-over-year basis. 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, the benefits associated with the federal domestic production activities deduction, the excess tax benefits related to share-based payments, the benefit of an intercompany financing structure entered into in conjunction with the E.D. Smith Foods, Ltd. (“E.D. Smith”) acquisition in 2007, and the benefit derived from foreign tax credits.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016 — Results by Segment

Baked Goods

	Nine Months Ended September 30,
	2017					2016
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)
Net sales	$	1,016.6		100.0	%	$	871.8		100.0	%
Cost of sales		807.6		79.4			698.2		80.1
Gross profit		209.0		20.6			173.6		19.9
Freight out and commissions		63.8		6.3			54.4		6.2
Direct selling, general, and administrative		23.9		2.4			21.8		2.5
Direct operating income	$	121.3		11.9	%	$	97.4		11.2	%

Net sales in the Baked Goods segment increased $144.8 million, or 16.6%, in the first nine months of 2017 compared to the first nine months of 2016. The change in net sales from 2016 to 2017 was due to the following:

	Dollars			Percent
	(Dollars in millions)
2016 Net sales	$	871.8
Volume/mix		10.0			1.1	%
Pricing		(5.7	)		(0.7	)
Acquisition/divestiture		140.0			16.1
Foreign currency		0.5			0.1
2017 Net sales	$	1,016.6			16.6	%

Net sales increased from 2016 to 2017 mostly due to an additional month of Private Brands Business in 2017 and favorable volume/mix (predominantly in the cracker, griddle, and dough categories), partially offset by unfavorable pricing mostly from competitive pressure.

Cost of sales as a percentage of net sales decreased 0.7%, from 80.1% in the first nine months of 2016 to 79.4% in the first nine months of 2017, primarily due to lower commodity costs (flour, sugar, and eggs), partially offset by higher operating costs and the non-repeat of a rebate received in the second quarter of 2016.

Freight out and commissions paid to independent sales brokers was $63.8 million in the first nine months of 2017, compared to $54.4 million in the first nine months of 2016. The increase is primarily associated with the additional month of Private Brands Business in 2017. Freight and commissions as a percentage of net sales was relatively flat year-over-year.

Direct selling, general, and administrative expenses were $23.9 million in the first nine months of 2017 compared to $21.8 million in the first nine months of 2016. The increase in direct selling, general, and administrative expenses was primarily due an additional

43

month of Private Brands Business in 2017. Direct selling, general, and administrative expenses as a percentage of net sales was relatively flat year-over-year.

Beverages

	Nine Months Ended September 30,
	2017					2016
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)
Net sales	$	759.1		100.0	%	$	672.7		100.0	%
Cost of sales		544.6		71.7			459.4		68.3
Gross profit		214.5		28.3			213.3		31.7
Freight out and commissions		28.3		3.8			20.0		3.0
Direct selling, general, and administrative		15.5		2.0			17.7		2.6
Direct operating income	$	170.7		22.5	%	$	175.6		26.1	%

Net sales in the Beverages segment increased $86.4 million, or 12.8%, in the first nine months of 2017 compared to the first nine months of 2016. The change in net sales from 2016 to 2017 was due to the following:

	Dollars			Percent
	(Dollars in millions)
2016 Net sales	$	672.7
Volume/mix		100.2			14.9	%
Pricing		(11.3	)		(1.7	)
Acquisition/divestiture		(2.5	)		(0.4	)
2017 Net sales	$	759.1			12.8	%

Net sales increased from 2016 to 2017 primarily due to favorable volume/mix associated with additional distribution, primarily in the single serve beverage, broth, non-dairy creamer, and tea categories, partially offset by unfavorable pricing due to competitive pressure and lower sales due to the sale of a part of the Tetra re-cart broth business associated with the divestiture of the SIF business in the second quarter of 2017.

Cost of sales as a percentage of net sales increased 3.4%, from 68.3% in the first nine months of 2016 to 71.7% in the first nine months of 2017, primarily due to higher commodity costs (primarily oils) and unfavorable mix.

Freight out and commissions paid to independent sales brokers was $28.3 million in the first nine months of 2017, compared to $20.0 million in the first nine months of 2016.  Freight out and commissions paid as a percentage of net sales increased year-over-year by 0.8%.  The increase is primarily related to increased volume year-over-year and a shift in mix from customer pick-up to delivery.

Direct selling, general, and administrative expenses were $15.5 million in the first nine months of 2017 and $17.7 million in the first nine months of 2016. The decrease in direct selling, general, and administrative expenses as a percentage of net sales (0.6%) was due to cost saving activities.

Condiments

	Nine Months Ended September 30,
	2017					2016
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)
Net sales	$	988.8		100.0	%	$	959.0		100.0	%
Cost of sales		824.5		83.4			780.3		81.4
Gross profit		164.3		16.6			178.7		18.6
Freight out and commissions		42.2		4.3			41.1		4.3
Direct selling, general, and administrative		19.9		2.0			22.6		2.3
Direct operating income	$	102.2		10.3	%	$	115.0		12.0	%

Net sales in the Condiments segment increased $29.8 million, or 3.1%, in the first nine months of 2017 compared to the first nine months of 2016. The change in net sales from 2016 to 2017 was due to the following:

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	Dollars		Percent
	(Dollars in millions)
2016 Net sales	$	959.0
Volume/mix		6.8		0.7	%
Pricing		1.5		0.1
Acquisition/divestiture		19.8		2.1
Foreign currency		1.7		0.2
2017 Net sales	$	988.8		3.1	%

Net sales increased from 2016 to 2017 mostly due to an additional month of Private Brands Business in 2017, favorable volume/mix from increased distribution (predominantly in the pickles and dressings categories), and favorable foreign currency and pricing.

Cost of sales as a percentage of net sales increased 2.0%, from 81.4% in the first nine months of 2016 to 83.4% in the first nine months of 2017, primarily due to higher operating costs and higher commodity costs primarily for soy bean oil, cucumbers, peppers, and packaging.

Freight out and commissions paid to independent sales brokers was $42.2 million in the first nine months of 2017, compared to $41.1 million in the first nine months of 2016. Costs remained consistent with sales activity as freight out and commissions as a percentage of net sales was 4.3% for both the first nine months of 2017 and 2016.

Direct selling, general, and administrative expenses were $19.9 million in the first nine months of 2017 and $22.6 million in the first nine months of 2016. The decrease in direct selling, general, and administrative expenses as a percentage of net sales (0.3%) was due to cost saving activities.

Meals

	Nine Months Ended September 30,
	2017					2016
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)
Net sales	$	897.0		100.0	%	$	937.3		100.0	%
Cost of sales		735.6		82.0			784.9		83.7
Gross profit		161.4		18.0			152.4		16.3
Freight out and commissions		39.2		4.4			39.4		4.2
Direct selling, general, and administrative		22.3		2.5			24.1		2.6
Direct operating income	$	99.9		11.1	%	$	88.9		9.5	%

Net sales in the Meals segment decreased $40.3 million, or (4.3)%, in the first nine months of 2017 compared to the first nine months of 2016. The change in net sales from 2016 to 2017 was due to the following:

	Dollars			Percent
	(Dollars in millions)
2016 Net sales	$	937.3
Volume/mix		(24.9	)		(2.6	)%
Pricing		(11.8	)		(1.3	)
Acquisition/divestiture		(3.6	)		(0.4	)
2017 Net sales	$	897.0			(4.3	)%

Net sales decreased from 2016 to 2017 primarily due to the divestiture of the SIF business, unfavorable volume/mix (predominantly in the cereal and pasta categories), and unfavorable pricing related to commodity-based price reductions and competitive pressure, partially offset by an additional month of Private Brands Business in 2017.

Cost of sales as a percentage of net sales decreased 1.7%, from 83.7% in the first nine months of 2016 to 82.0% in the first nine months of 2017, primarily due to an additional month of higher margin Private Brands Business and lower depreciation, commodity, and operating costs.

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Freight out and commissions paid to independent sales brokers was $39.2 million in the first nine months of 2017, compared to $39.4 million in the first nine months of 2016. Freight out and commissions as a percentage of net sales was 4.4% in the first nine months of 2017 compared to 4.2% in 2016. The increase is associated with temporarily higher freight costs associated with one customer primarily in the first quarter.

Direct selling, general, and administrative expenses were $22.3 million in the first nine months of 2017 compared to $24.1 million in the first nine months of 2016. Direct selling, general, and administrative expenses as a percentage of net sales was relatively flat in the first nine months of 2017 compared to the first nine months of 2016.

Snacks

	Nine Months Ended September 30,
	2017					2016
	Dollars		Percent			Dollars		Percent
	(Dollars in millions)
Net sales	$	940.2		100.0	%	$	967.5		100.0	%
Cost of sales		874.8		93.0			878.9		90.8
Gross profit		65.4		7.0			88.6		9.2
Freight out and commissions		22.2		2.4			23.5		2.5
Direct selling, general, and administrative		18.8		2.0			17.8		1.8
Direct operating income	$	24.4		2.6	%	$	47.3		4.9	%

Net sales in the Snacks segment decreased $27.3 million, or (2.8)%, in the first nine months of 2017 compared to the first nine months of 2016. The change in net sales from 2016 to 2017 was due to the following:

	Dollars			Percent
	(Dollars in millions)
2016 Net sales	$	967.5
Volume/mix		(89.2	)		(9.2	)%
Pricing		14.4			1.5
Acquisition/divestiture		47.5			4.9
2017 Net sales	$	940.2			(2.8	)%

Net sales decreased from 2016 to 2017 primarily due to unfavorable volume/mix from weak consumer trends in the first nine months of 2017 compared to the prior year and the exit from low margin co-pack business, partially offset by an additional month of Private Brands Business in 2017 and favorable pricing.

Cost of sales as a percentage of net sales increased 2.2%, from 90.8% in the first nine months of 2016 to 93.0% in the first nine months of 2017, primarily due to the impact of higher commodity costs (mostly in cashews) and higher operating costs, partially offset by lapping a 2016 quality issue.

Freight out and commissions paid to independent sales brokers decreased to $22.2 million in the first nine months of 2017, compared to $23.5 million in the first nine months of 2016 primarily due to lower volumes. Freight out and commissions as a percentage of net sales was relatively flat in the first nine months of 2017 compared to the first nine months of 2016.

Direct selling, general, and administrative expenses were $18.8 million in the first nine months of 2017 compared to $17.8 million in the first nine months of 2016. The increase in direct selling, general, and administrative expenses was primarily due to an additional month of Private Brands Business in 2017. Direct selling, general, and administrative expenses as a percentage of net sales increased slightly year-over-year due to the realignment of the Company’s organizational structure and the associated build-out of the Snacks segment.

Liquidity and Capital Resources

Cash Flow

Management assesses the Company’s liquidity in terms of its ability to generate cash to fund its operating, investing, and financing activities. The Company continues to generate substantial cash flow from operating activities and remains in a strong financial position, with resources available for reinvesting in existing businesses, conducting acquisitions, and managing its capital structure on a short and long-term basis. If additional borrowings are needed, approximately $729.5 million was available under the Revolving

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Credit Facility as of September 30, 2017. See Note 9 to our Condensed Consolidated Financial Statements for additional information regarding our Revolving Credit Facility. We believe that, given our cash flow from operating activities and our available credit capacity, we comply with the current terms of the Revolving Credit Facility and can meet foreseeable financial requirements.

The following table is derived from our Condensed Consolidated Statement of Cash Flows:

	Nine Months Ended September 30,
	2017			2016
	(In millions)
Net Cash Flows Provided By (Used In):
Operating activities	$	263.4		$	298.4
Investing activities		(95.6	)		(2,787.1	)
Financing activities		(98.7	)		2,497.2

Operating Activities

Our cash from operations was $263.4 million in the first nine months of 2017 compared to $298.4 million in 2016, a decrease of $35.0 million. The decrease in cash provided by operating activities was primarily due to lower net income of $30.4 million mostly due to higher operating and commodity costs. Cash provided by working capital declined $109.2 million primarily due to a build of inventory associated with recent distribution gains, partially offset by improved payable and cash management resulting in a reduction in accounts payable and accrued expenses.

Investing Activities

In the first nine months of 2017, cash used in investing activities decreased by $2.7 billion compared to 2016, due to the acquisition of the Private Brands Business in the first quarter of 2016.

We expect capital spending programs to be approximately $175 million in 2017. Capital spending in 2017 is focused on food safety, quality, productivity improvements, continued implementation of an Enterprise Resource Planning system, TreeHouse 2020, and routine equipment upgrades or replacements at our plants.  

Financing Activities

Net cash used in financing activities decreased by $2.6 billion in the first nine months of 2017 compared to 2016.  The Company reduced net debt by approximately $300 million since September 30, 2016 consistent with our objective of using available cash to pay down outstanding debt. The cash used in 2016 was related to the Company funding the acquisition of the Private Brands Business primarily through the issuance of common stock, the 2024 Notes, and Term Loan A-2 in the first quarter.

As of September 30, 2017, $55.0 million of cash held by our foreign subsidiaries as cash and cash equivalents is expected to be used for general corporate purposes in foreign jurisdictions, including capital projects and acquisitions. The cash relates to foreign earnings that, if repatriated, would result in a tax liability. As of September 30, 2017, $2.6 million of cash is restricted from use to meet certain insurance requirements.

Cash provided by operating activities is used to pay down debt and fund investments in property, plant, and equipment.

Our short-term financing needs are primarily for financing working capital. As discussed in “Seasonality”, our financing needs are generally highest in the second and third quarters due to inventory builds, while cash flow is highest in the fourth and first quarters following the corresponding sale of this built-up inventory. We expect our Revolving Credit Facility, plus cash flow from operations, to be adequate to provide liquidity for current operations. Our long-term financing needs depend largely on potential acquisition activity.

Free Cash Flow
In addition to measuring our cash flow generation and usage based upon the operating, investing, and financing classifications included in the Condensed Consolidated Statements of Cash Flows, we also measure free cash flow (a Non-GAAP measure) which represents net cash provided by operating activities less capital expenditures.  We believe free cash flow is an important measure of operating performance because it provides management and investors a measure of cash generated from operations that is available for mandatory payment obligations and investment opportunities such as funding acquisitions, repaying debt, and repurchasing our common stock.

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The following table reconciles our free cash flow to cash flow provided by operating activities, the most comparable GAAP measure:

	Nine Months Ended September 30,
Free Cash Flow	2017			2016
	(In millions)
Cash flow provided by operating activities	$	263.4		$	298.4
Less:  Capital expenditures		(121.1	)		(142.8	)
Free cash flow	$	142.3		$	155.6

For the nine months ended September 30, 2017, we generated free cash flow of $142.3 million.  Free cash flow in 2017 decreased $13.3 million over the prior year primarily due to lower cash flow provided by operations.

Debt Obligations

At September 30, 2017, we had $120.0 million in borrowings outstanding under our Revolving Credit Facility, $276.7 million outstanding under Term Loan A, $172.5 million outstanding under Term Loan A-1, $973.8 million outstanding under Term Loan A-2, $400.0 million of the 2022 Notes outstanding, $775.0 million of the 2024 Notes outstanding, and $3.0 million of other obligations. In addition, at September 30, 2017, there were $50.5 million in letters of credit under the Revolving Credit Facility that were issued but undrawn.

Also, at September 30, 2017, our Revolving Credit Facility provided for an aggregate commitment of $900 million, of which $729.5 million was available. Interest rates on debt outstanding under the Revolving Credit Facility, Term Loan A, Term Loan A-1, and Term Loan A-2 (collectively known as the “Amended and Restated Credit Agreement”) for the three months ended September 30, 2017 averaged 3.11%. Including the interest rate swap agreements with a weighted average fixed interest rate base of approximately 0.86% on $500 million, the average rate decreases to 2.99%.

We are in compliance with all applicable debt covenants as of September 30, 2017. From an interest coverage ratio perspective, the Company’s actual ratio as of September 30, 2017 is 105.0% higher than the minimum required level. As it relates to the leverage ratio, the Company was 2.86% below the maximum level.

See Note 9 to our Condensed Consolidated Financial Statements for additional information regarding our indebtedness and related agreements.

Seasonality

In the aggregate, our sales are slightly weighted toward the second half of the year, particularly the fourth quarter, with a more pronounced impact on profitability. As our product portfolio has grown, we have shifted to a higher percentage of cold weather products. Products that show a higher level of seasonality include non-dairy powdered creamer, coffee, specialty teas, cappuccinos, hot cereal, saltine and entertainment crackers, in-store bakery items, refrigerated dough products, and certain pasta products, all of which generally have higher sales in the first and fourth quarters. Additionally, sales of broths and snack nuts are generally higher in the fourth quarter. Warmer weather products such as dressings, pickles, and condiments typically have higher sales in the second quarter, while drink mixes generally show higher sales in the second and third quarters. As a result of our product portfolio and the related seasonality, our financing needs are generally highest in the second and third quarters due to inventory builds, while cash flow is highest in the fourth and first quarters following the seasonality of our sales.

Non-GAAP Measures

We have included in this report measures of financial performance that are not defined by GAAP (“Non-GAAP”). A Non-GAAP financial measure is a numerical measure of financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in the Company’s Condensed Consolidated Financial Statements. We believe these measures provide useful information to the users of the financial statements as we also have included these measures in other communications and publications.

For each of these Non-GAAP financial measures, we provide a reconciliation between the Non-GAAP measure and the most directly comparable GAAP measure, an explanation of why management believes the Non-GAAP measure provides useful information to financial statement users, and any additional purposes for which management uses the Non-GAAP measure. This Non-GAAP

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financial information is provided as additional information for the financial statement users and is not in accordance with, or an alternative to, GAAP. These Non-GAAP measures may be different from similar measures used by other companies.

Adjusted Diluted Earnings Per Share, Adjusting for Certain Items Affecting Comparability

Adjusted earnings per fully diluted share (“Adjusted Diluted EPS”) reflects adjustments to GAAP earnings per fully diluted share to identify items that, in management’s judgment, significantly affect the assessment of earnings results between periods. This information is provided in order to allow investors to make meaningful comparisons of the Company’s earnings performance between periods and to view the Company’s business from the same perspective as Company management. This measure is also used as a component of the Board of Director’s measurement of the Company’s performance for incentive compensation purposes. As the Company cannot predict the timing and amount of charges that include, but are not limited to, items such as acquisition, integration, divestiture, and related costs, mark-to-market adjustments on derivative contracts, foreign currency exchange impact on the re-measurement of intercompany notes, or restructuring and margin improvement activities, management does not consider these costs when evaluating the Company’s performance, when making decisions regarding the allocation of resources, in determining incentive compensation for management, or in determining earnings estimates.

The reconciliation of Adjusted Diluted EPS, excluding certain items affecting comparability, to the relevant GAAP measure of diluted EPS as presented in the Condensed Consolidated Statements of Operations, is as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
	(unaudited)						(unaudited)
Diluted earnings per share per GAAP	$	0.50		$	0.65		$	0.40		$	0.95
Restructuring and margin improvement activities		0.35			0.10			0.68			0.23
Acquisition, integration, divestiture, and related costs		0.07			0.08			1.71			0.90
Mark-to-market adjustments		(0.03	)		(0.12	)		0.01			(0.07	)
Product recall (reimbursement) costs		(0.06	)		—			(0.15	)		0.27
Foreign currency (gain) loss on re-measurement of intercompany notes		(0.07	)		0.02			(0.13	)		(0.09	)
Taxes on adjusting items		(0.09	)		(0.03	)		(0.73	)		(0.39	)
Adjusted diluted EPS	$	0.67		$	0.70		$	1.79		$	1.80

During the three and nine months ended September 30, 2017 and 2016, the Company entered into transactions that affected the year-over-year comparison of its financial results that included acquisition, integration, divestiture, and related costs, mark-to-market adjustments, restructuring and margin improvement activities, product recall (reimbursement) costs, foreign currency (gains) loss on intercompany notes, and the related tax impact of these items.

As the Company continues to grow, consolidation, restructuring, and margin improvement activities are necessary. During the third quarter of 2017, the Company incurred approximately $20.7 million in costs versus $5.9 million last year. For the nine months ended September 30, 2017 and 2016, the Company incurred restructuring and margin improvement activity costs of approximately $39.5 million and $12.9 million, respectively.

The acquisition, integration, divestiture, and related costs line represents costs associated with completed and potential acquisitions, the related integration of the acquisitions, and divestitures. Costs incurred in the first nine months of 2017 primarily related to the divestiture of the SIF business, which closed on May 22, 2017, while costs incurred in the first nine months of 2016 primarily related to the acquisition and integration of the Private Brands Business, which was acquired on February 1, 2016. Costs associated with integrating businesses into the Company’s operations are also included in this line.

The Company’s derivative contracts are marked-to-market each period with the changes being recorded in the Condensed Consolidated Statements of Operations. These are non-cash charges. As the contracts are settled, realized gains and losses are recognized.

The Company has Canadian dollar denominated intercompany loans and incurred foreign currency gains of $4.2 million in the third quarter of 2017 versus foreign currency losses of $1.4 million in the prior year to re-measure the loans at quarter end. For the nine months ended September 30, 2017 and 2016, the Company incurred foreign currency gains of $7.6 million and $5.2 million, respectively. These charges are non-cash and the loans are eliminated in consolidation.

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The product recall (reimbursement) costs line primarily represents insurance proceeds related to an announced voluntary recall of products that may have been impacted by sunflower seeds contaminated with Listeria monocytogenes (L.mono) that were provided by a supplier. Product was distributed nationwide through retail stores. TreeHouse initiated the voluntary recall as a cautionary measure to protect public health. Related costs include, but are not limited to, customer fees, customer reimbursements, inventory write-offs, and other costs to manage the recall. The Company expects to be reimbursed for these costs and will exclude any gains from adjusted earnings in the period in which the proceeds are received, consistent with the Company’s exclusion from adjusted earnings of the costs incurred in 2016. In February 2017 and August 2017, the Company received a $4.0 million reimbursement ($8.0 million combined) and has included it in this line. Other product recalls during the first nine months of 2017 were insignificant.

The tax impact on adjusting items is calculated based upon the tax laws and statutory tax rates applicable in the tax jurisdiction of the underlying non-GAAP adjustments.

Adjusted Net Income and Adjusted EBITDAS, Adjusting for Certain Items Affecting Comparability

Adjusted net income represents GAAP net income as reported in the Condensed Consolidated Statements of Operations adjusted for items that, in management’s judgment, significantly affect the assessment of earnings results between periods as outlined in the Adjusted Diluted EPS section above. This information is provided in order to allow investors to make meaningful comparisons of the Company’s earnings performance between periods and to view the Company’s business from the same perspective as Company management. This measure is also used as a component of the Board of Director’s measurement of the Company’s performance for incentive compensation purposes and is the basis of calculating the Adjusted Diluted EPS metric outlined above.

Adjusted EBITDAS represents adjusted net income before interest expense, interest income, income tax expense, depreciation and amortization expense, and non-cash stock-based compensation expense. Adjusted EBITDAS is a performance measure commonly used by management to assess operating performance, and the Company believes it is commonly reported and widely used by investors and other interested parties as a measure of a company’s operating performance between periods.

The following table reconciles the Company’s net income as presented in the Condensed Consolidated Statements of Operations, the relevant GAAP measure, to Adjusted net income and Adjusted EBITDAS for the three and nine months ended September 30, 2017 and 2016:

		Three Months Ended September 30,						Nine Months Ended September 30,
		2017			2016			2017			2016
		(unaudited in millions)
Net income per GAAP		$	28.8		$	37.4		$	22.8		$	53.2
Product recall (reimbursement) costs	(1)		(3.2	)		0.1			(8.4	)		15.3
Foreign currency (gain) loss on re-measurement of    intercompany notes	(2)		(4.2	)		1.4			(7.6	)		(5.2	)
Mark-to-market adjustments	(3)		(1.9	)		(6.8	)		0.6			(3.9	)
Acquisition, integration, divestiture, and related costs	(4)		3.8			4.5			98.5			50.6
Restructuring and margin improvement activities	(5)		20.7			5.9			39.5			12.9
Less: Taxes on adjusting items			(5.1	)		(1.9	)		(42.0	)		(22.2	)
Adjusted net income			38.9			40.6			103.4			100.7
Interest expense			31.4			30.8			92.9			88.0
Interest income			(0.4	)		(0.1	)		(3.5	)		(3.5	)
Income taxes			1.3			15.2			(9.0	)		16.8
Depreciation and amortization	(6)		65.1			73.0			199.6			203.3
Stock-based compensation expense	(7)		6.6			8.2			25.2			22.2
Add: Taxes on adjusting items			5.1			1.9			42.0			22.2
Adjusted EBITDAS		$	148.0		$	169.6		$	450.6		$	449.7

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			Three Months Ended						Nine Months Ended
		Location in Condensed	September 30,						September 30,
		Consolidated Statements of Operations	2017			2016			2017			2016
			(unaudited in millions)
(1)	Product recall (reimbursement) costs	Net sales	$	(1.7	)	$	(0.1	)	$	(5.4	)	$	9.8
		Cost of sales		(1.5	)		0.2			(3.0	)		5.5
(2)	Foreign currency (gain) loss on re-measurement of    intercompany notes	Gain on foreign currency exchange		(4.2	)		1.4			(7.6	)		(5.2	)
(3)	Mark-to-market adjustments	Other (income) expense, net		(1.9	)		(6.8	)		0.6			(3.9	)
(4)	Acquisition, integration, divestiture, and related costs	General and administrative		3.4			4.5			12.7			42.0
		Other operating expense, net		0.6			—			85.8			—
		Other (income) expense, net		(0.2	)		—			—			0.1
		Cost of sales		—			—			—			8.5
(5)	Restructuring and margin improvement activities	Other operating expense, net		10.5			4.9			26.0			9.0
		Cost of sales		10.2			1.0			13.5			3.9
(6)	Depreciation and amortization included as an adjusting item	Cost of sales		9.1			2.3			13.3			4.8
		General and administrative		—			—			0.3			—
(7)	Stock-based compensation expense included in acquisition, integration, divestiture, and related costs	General and administrative		—			0.3			—			0.6

Other Commitments and Contingencies

We also have the following commitments and contingent liabilities, in addition to contingent liabilities related to the ordinary course of litigation, investigations, and tax audits:

• certain lease obligations, and

• selected levels of property and casualty risks, primarily related to employee health care, workers’ compensation claims, and other casualty losses.

See Note 15 to our Condensed Consolidated Financial Statements included herein and Note 19 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for more information about our commitments and contingent obligations.

Recent Accounting Pronouncements

Information regarding recent accounting pronouncements is provided in Note 19 to the Company’s Condensed Consolidated Financial Statements.

Critical Accounting Policies

A description of the Company’s critical accounting policies is contained in our Annual Report on Form 10-K for the year ended December 31, 2016. There were no material changes to our critical accounting policies in the nine months ended September 30, 2017.

As discussed in greater detail in our Annual Report on Form 10-K for the year ended December 31, 2016, the Company evaluates goodwill for impairment using an income approach, which is corroborated by a market approach. The Company believes the income approach is the most reliable indicator of the fair value of its reporting units. Key assumptions used in the income approach include growth and discount rates, margins, and the weighted average cost of capital. Historical performance and management estimates of future performance are used to determine margins and growth rates. Discount rates vary by reporting unit, with the weighted average

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of all discount rates approximating the Company’s total discount rate. Weighted average cost of capital is determined based on a review and assessment of market and capital structure assumptions.

As discussed in greater detail in Note 6 to our Condensed Consolidated Financial Statements in Part I – Item 1 of this Form 10-Q, the Company has the following five operating segments as of the first quarter of 2017, which are also its reporting units: Baked Goods, Beverages, Condiments, Meals, and Snacks. Reporting units are based on the components one level below operating segments. These components have been aggregated in determining the Company’s reporting units. The change in reporting units was considered a triggering event indicating a test for goodwill impairment was required as of January 1, 2017. The Company performed the first step of the impairment test, which did not result in the identification of any impairment losses.

The estimated fair value of the Snacks reporting unit exceeded its carrying value by approximately 18% as of January 1, 2017, and the reporting unit has allocated goodwill of $276.4 million. The reporting unit has not achieved the forecasted results for the nine months ended September 30, 2017.  The Company’s long-term commitment to the Snacks reporting unit remains consistent. If the reporting unit does not achieve forecasted results in future periods or if other key assumptions change, the estimated fair value of the reporting unit could decline, which may result in a material impairment in a subsequent period.

Off-Balance Sheet Arrangements

We do not have any obligations that meet the definition of an off-balance sheet arrangement, other than operating leases and letters of credit, which have or are reasonably likely to have a material effect on our Condensed Consolidated Financial Statements.

Cautionary Statement Regarding Forward Looking Statements

From time to time, we and our representatives may provide information, whether orally or in writing, including certain statements in this Quarterly Report on Form 10-Q, which are deemed to be “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Litigation Reform Act”). These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available.

The words “anticipate,” “believe,” “estimate,” “project,” “expect,” “intend,” “plan,” “should,” and similar expressions, as they relate to us, are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, or intended. We do not intend to update these forward-looking statements following the date of this report.

In accordance with the provisions of the Litigation Reform Act, we are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this Quarterly Report on Form 10-Q and other public statements we make. Such factors include, but are not limited to: our level of indebtedness and related obligations; disruptions in the financial markets; interest rates; changes in foreign currency exchange rates; customer consolidation; raw material and commodity costs; competition; integration of the Private Brands Business acquisition and our ability to continue to make acquisitions in accordance with our business strategy or effectively manage the growth from acquisitions; changes and developments affecting our industry, including consumer preferences; the outcome of litigation and regulatory proceedings to which we may be a party; product recalls; changes in laws and regulations; and other risks that are set forth in the Risk Factors section, the Legal Proceedings section, the Management’s Discussion and Analysis of Financial Condition and Results of Operations section, and other sections of this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the year ended December 31, 2016, and from time to time in our filings with the Securities and Exchange Commission.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Fluctuations

As of September 30, 2017, the Company was party to the Revolving Credit Facility with an aggregate commitment of $900 million, with an interest rate based on the Company’s consolidated leverage ratio, and determined by either LIBOR plus a margin ranging from 1.25% to 3.00%, or a base rate (as defined in the Amended and Restated Credit Agreement) plus a margin ranging from 0.25% to 2.00%. The Company was also party to Term Loan A, Term Loan A-1, and Term Loan A-2. Interest rates for the Term Loans are based on the Company’s consolidated leverage ratio and determined as follows: by either LIBOR plus a margin ranging from 1.25% to 3.00%, or a base rate (as defined in the Amended and Restated Credit Agreement) plus a margin ranging from 0.25% to 2.00%.

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.

We do not hold any derivative financial instruments, other than the interest rate swap agreements discussed above, which could expose us to significant interest rate market risk as of September 30, 2017. Our exposure to market risk for changes in interest rates relates primarily to the increase in the amount of interest expense we expect to pay with respect to our Amended and Restated Credit Agreement, which is tied to variable market rates. Based on our outstanding debt balance of $1,543.0 million under the Amended and Restated Credit Agreement at September 30, 2017, and adjusting for the impact of the $500 million in interest rate swap agreements that have a fixed interest rate base, each 1% rise in our interest rate would increase our annual interest expense by approximately $10.4 million.

Input Costs

The costs of raw materials, packaging materials, fuel, and energy have varied widely in recent years and future changes in such costs may cause our results of operations and our operating margins to fluctuate significantly. When comparing the third quarter of 2017 to the third quarter of 2016, price decreases in almonds, flour, rice, grains, sugars, and eggs were more than offset by price increases in cashews, coffee, soybean and other oils, dairy, corn sweeteners, and packaging materials. We expect the volatile nature of these costs to continue with an overall long-term upward trend.

We manage the cost of certain raw materials by entering into forward purchase contracts. Forward purchase contracts help us manage our business and reduce cost volatility. Some of these forward purchase contracts qualify as derivatives; however, the majority of commodity forward contracts are not derivatives. Those that are derivatives 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 Operations.

We use a significant volume of fruits, vegetables, and nuts in our operations as raw materials. Certain of these inputs are purchased under seasonal grower contracts with a variety of growers strategically located to supply our production facilities. Bad weather or disease in a particular growing area can damage or destroy the crop in that area. If we are unable to buy the inputs from local suppliers, we would purchase them from more distant locations, including other locations within the United States, Mexico, or India, thereby increasing our raw material costs. When entering into contracts for input costs, the Company generally seeks contract lengths between nine and twelve months.

Changes in the prices of our products may lag behind changes in the costs of our products. Competitive pressures also may limit our ability to quickly raise prices in response to increased raw materials, packaging, fuel, and energy costs. Accordingly, if we are unable to increase our prices to offset increasing costs, our operating profits and margins could be materially affected. In addition, in instances of declining input costs, customers may seek price reductions in situations where we are locked into input prices at higher costs.

Fluctuations in Foreign Currencies

The Company is exposed to fluctuations in foreign currency as a result of our Canadian and Italian subsidiaries, where the functional currency is the Canadian dollar and Euro, respectively. Items that give rise to foreign exchange transaction gains and losses primarily include foreign denominated intercompany loans and input costs. The foreign exchange gain or loss on intercompany loans and foreign denominated working capital balances are recorded in the Gain on foreign currency exchange line of the Condensed

53

Consolidated Statements of Operations where the Company recognizedgains of $2.8 million and $6.0 million for the nine months ended September 30, 2017 and 2016, respectively.

A significant portion of the Company’s Canadian operations purchase their inputs and packaging materials in U.S. dollars, resulting in higher costs when the U.S. dollar strengthens as compared to the Canadian dollar. The Company estimates the impact on input costs (and Cost of sales) to be approximately $2 million for each one cent change in the exchange rate between the U.S. and Canadian dollar.

Also impacted by foreign exchange is the translation of the Company’s Canadian and Italian financial statements. For the nine months ended September 30, 2017 and 2016, the Company recognized translation gains of $34.5 million and $21.6 million, respectively, as a component of Accumulated other comprehensive loss.

The Company enters into foreign currency contracts due to the exposure to Canadian/U.S. dollar currency fluctuations on cross border transactions. The Company does not apply hedge accounting to these contracts and records them at fair value on the Condensed Consolidated Balance Sheets. The contracts are entered into for the purchase of U.S. dollar denominated raw materials by our Canadian subsidiaries. As of September 30, 2017, the Company had $46.5 million of U.S. dollar foreign currency contracts outstanding.

Item 4. Controls and Procedures

The Company maintains a system of disclosure controls and procedures to give reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. These controls and procedures also give reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.

As of September 30, 2017, the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), together with management, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, the CEO and CFO concluded that these disclosure controls and procedures are effective.

There has been no change in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2017 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

54

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

TreeHouse Foods, Inc.

Oak Brook, Illinois

We have reviewed the accompanying condensed consolidated balance sheet of TreeHouse Foods, Inc. and subsidiaries (the "Company") as of September 30, 2017, and the related condensed consolidated statements of operations and comprehensive income (loss) for the three-month and nine-month periods ended September 30, 2017 and 2016, and of cash flows for the nine-month periods ended September 30, 2017 and 2016. This interim financial information is the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial information taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of TreeHouse Foods, Inc. and subsidiaries as of December 31, 2016, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 16, 2017, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2016 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois

November 2, 2017

55

Part II — Other Information

Item 1. Legal Proceedings

Litigation, Investigations and Audits — On November 16, 2016, a purported TreeHouse shareholder filed a putative class action captioned Tarara v. TreeHouse Foods, Inc., et al., Case No. 1:16-cv-10632, in the United States District Court for the Northern District of Illinois against TreeHouse and certain of its officers. The complaint, amended on March 24, 2017, is purportedly brought on behalf of all purchasers of TreeHouse common stock from January 20, 2016 through and including November 2, 2016, asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and seeks, among other things, damages and costs and expenses. On December 22, 2016, another purported TreeHouse shareholder filed an action captioned Wells v. Reed, et al., Case No. 2016-CH-16359, in the Circuit Court of Cook County, Illinois, against TreeHouse and certain of its officers. This complaint, purportedly brought derivatively on behalf of TreeHouse, asserts state law claims against certain officers for breach of fiduciary duty, unjust enrichment, and corporate waste. On February 7, 2017, another purported TreeHouse shareholder filed an action captioned Lavin v. Reed, Case No. 17-cv-01014, in the Northern District of Illinois, against TreeHouse and certain of its officers. This complaint, like Wells, is purportedly brought derivatively on behalf of TreeHouse, and it asserts state law claims against certain officers for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and corporate waste.

All three complaints make substantially similar allegations (though the amended complaint in Tarara now contains additional detail). Essentially, the complaints allege that TreeHouse, under the authority and control of the individual defendants: (i) made certain false and misleading statements regarding the Company’s business, operations, and future prospects; and (ii) failed to disclose that (a) the Company’s private label business was underperforming; (b) the Company’s Flagstone business was underperforming; (c) the Company’s acquisition strategy was underperforming; (d) the Company had overstated its full-year 2016 guidance; and (e) TreeHouse’s statements lacked reasonable basis. The complaints allege that these actions artificially inflated the market price of TreeHouse common stock during the class period, thus purportedly harming investors. We believe that these claims are without merit and intend to defend against them vigorously.

Since its initial docketing, the Tarara matter has been re-captioned as Public Employees’ Retirement Systems of Mississippi v. TreeHouse Foods, Inc., et al., in accordance with the Court’s order appointing Public Employees’ Retirement Systems of Mississippi as the lead plaintiff. The Public Employees’ defendants have filed a motion to dismiss, which has been fully briefed.

Additionally, due to the similarity of the complaints, the parties in Wells and Lavin have entered stipulations deferring the litigation until the earlier of (i) the court in Public Employees’ entering an order resolving defendants’ anticipated motion to dismiss therein or (ii) plaintiffs’ counsel receiving notification of a settlement of Public Employees’ or until otherwise agreed to by the Parties. The next status date in Wells is April 27, 2018.  There is no set status date in Lavin at this time, but the parties are directed to file a joint status report on the progress of the related litigation by October 26, 2017, after which point the Lavin court could set a new status date.

In addition, we are party to a variety of legal proceedings arising out of the conduct of our business. While the results of proceedings cannot be predicted with certainty, management believes that the final outcome of these proceedings will not have a material adverse effect on our consolidated financial statements, results of operations, or cash flows.

Item 1A. Risk Factors

Information regarding risk factors appears in Management’s Discussion and Analysis of Financial Condition and Results of Operations — Information Related to Forward-Looking Statements, in Part I — Item 2 of this Form 10-Q, and in Part I — Item 1A of the TreeHouse Foods, Inc. Annual Report on Form 10-K for the year ended December 31, 2016. There have been no material changes from the risk factors previously disclosed in the TreeHouse Foods, Inc. Annual Report on Form 10-K for the year ended December 31, 2016, with the exception of the following:

Our TreeHouse 2020 restructuring plan could result, from time to time, in the impairment of assets, including goodwill and other intangible assets, and we may not realize some or all of the anticipated benefits of this plan in the anticipated time frame or at all.

On August 3, 2017, the Company announced the TreeHouse 2020 restructuring plan, which will be executed in multiple phases over the next several years. The plan targets a 300 basis point operating margin improvement by the end of 2020 through a comprehensive program of category and customer portfolio management, as well as manufacturing and supply chain optimization. Phase 1 of TreeHouse 2020 consists of the closure of the Company’s Brooklyn Park, Minnesota and Plymouth, Indiana facilities as well as the downsizing of the Dothan, Alabama facility. TreeHouse 2020 could result, from time to time, in significant financial charges for the impairment of assets, including goodwill and other intangible assets. The calculation of anticipated charges, as well as cost savings and other benefits, resulting from our corporate restructuring are based on estimates and assumptions which are subject to

56

uncertainties. If any of our estimates or assumptions prove to be inaccurate, we may incur greater than expected charges, which could have a material adverse effect on our financial condition and results of operations.

Events and circumstances, such as financial or strategic difficulties, delays and unexpected costs may occur that could result in our not realizing all or any of the anticipated benefits on our expected timetable or at all, and there can be no assurance that any benefits we realize from these restructuring efforts will be sufficient to offset the restructuring charges and other costs that we expect to incur. If our restructuring measures are not successful, we may need to undertake additional cost reduction efforts, which could result in future charges. If we fail to realize the anticipated benefits from these measures, our financial condition and operating results may be adversely affected.

In addition, we expect that our restructuring plan will require a substantial amount of management and operational resources. These and related demands on our resources may divert the Company’s attention from existing core businesses, potentially disrupting our operations and adversely affecting our relationships with suppliers and customers. As a result, our financial condition, results of operations or cash flows may be adversely affected.

Item 6. Exhibits

12.1*	Computation of Ratio of Earnings to Fixed Charges.
15.1*	Awareness Letter from Deloitte & Touche LLP regarding unaudited financial information.
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.

*Filed herewith.

57

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TREEHOUSE FOODS, INC.

/s/ Matthew J. Foulston

Matthew J. Foulston

Executive Vice President and Chief Financial Officer

November 2, 2017

58

EX-12.1

Exhibit 12.1

TreeHouse Foods, Inc.

Computation of Ratio of Earnings to Fixed Charges

(Dollars in millions)

	Nine Months Ended			Year Ended
	September 30, 2017			December 31, 2016
Earnings:
Income (loss) before income taxes	$	13.8		$	(195.4	)
Add (deduct):
Fixed charges		127.6			154.8
Capitalization of interest, net of amortization		(0.2	)		(1.5	)
Earnings available for fixed charges (a)	$	141.2		$	(42.1	)
Fixed charges:
Interest expense	$	92.9		$	119.2
Capitalized interest and tax interest		1.6			2.5
One third of rental expense (1)		33.1			33.1
Total fixed charges (b)	$	127.6		$	154.8
Ratio of earnings to fixed charges (a/b) (2)		1.11			(0.27	)

(1) Considered to be representative of interest factor in rental expense.

(2) The Company incurred losses before income taxes for the year ended December 31, 2016. As a result, our earnings were less than our fixed charges by approximately $196.9 million.

EX-15.1

Exhibit 15.1

November 2, 2017

To the Board of Directors and Stockholders of

TreeHouse Foods, Inc.

2021 Spring Road

Suite 600

Oak Brook, Illinois 60523

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of TreeHouse Foods, Inc. and subsidiaries for the periods ended September 30, 2017, and 2016, as indicated in our report dated November 2, 2017; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, is incorporated by reference in Registration Statement Nos. 333-126161, 333-150053, 333-183321, and 333-206161 on Form S-8 and Registration Statement No. 333-217604 on Form S-3.

We are also aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Sam K. Reed, certify that:

1. I have reviewed this quarterly report on Form 10-Q of TreeHouse Foods, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 2, 2017

/s/ Sam K. Reed 

Sam K. Reed

Chairman of the Board and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Matthew J. Foulston, certify that:

1. I have reviewed this quarterly report on Form 10-Q of TreeHouse Foods, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 2, 2017

/s/ Matthew J. Foulston 

Matthew J. Foulston

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of TreeHouse Foods, Inc. (the “Company”) for the period ended September 30, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sam K. Reed, Chairman of the Board and Chief Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Sam K. Reed 

Sam K. Reed

Chairman of the Board and Chief Executive Officer

Date: November 2, 2017

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of TreeHouse Foods, Inc. (the “Company”) for the period ended September 30, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew J. Foulston, Executive Vice President and Chief Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Matthew J. Foulston 

Matthew J. Foulston

Executive Vice President and Chief Financial Officer

Date: November 2, 2017

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Oct. 31, 2017
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Trading Symbol	THS
Entity Registrant Name	TREEHOUSE FOODS, INC.
Entity Central Index Key	0001320695
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		57,215,184

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 131.9	$ 62.1
Investments	13.2	10.4
Receivables, net	432.1	429.0
Inventories	1,137.5	978.0
Assets held for sale		3.6
Prepaid expenses and other current assets	110.4	77.6
Total current assets	1,825.1	1,560.7
Property, plant, and equipment, net	1,289.8	1,359.3
Goodwill	2,459.2	2,447.2
Intangible assets, net	1,068.3	1,137.6
Other assets, net	43.2	41.0
Total assets	6,685.6	6,545.8
Current liabilities:
Accounts payable and accrued expenses	773.8	626.8
Current portion of long-term debt	72.1	66.4
Total current liabilities	845.9	693.2
Long-term debt	2,620.4	2,724.8
Deferred income taxes	421.4	422.2
Other long-term liabilities	200.6	202.3
Total liabilities	4,088.3	4,042.5
Commitments and contingencies (Note 15)
Stockholders’ equity:
Preferred stock, par value $0.01 per share, 10.0 shares authorized, none issued	0.0	0.0
Common stock, par value $0.01 per share, 90.0 shares authorized, 57.2 and 56.8 shares issued and outstanding, respectively	0.6	0.6
Additional paid-in capital	2,101.4	2,071.9
Retained earnings	554.9	532.1
Accumulated other comprehensive loss	(59.6)	(101.3)
Total stockholders’ equity	2,597.3	2,503.3
Total liabilities and stockholders’ equity	$ 6,685.6	$ 6,545.8

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Statement Of Financial Position [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	90,000,000	90,000,000
Common stock, shares issued	57,200,000	56,800,000
Common stock, shares outstanding	57,200,000	56,800,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Net sales	$ 1,548.8	$ 1,586.9	$ 4,607.2	$ 4,398.5
Cost of sales	1,288.7	1,301.3	3,783.8	3,622.5
Gross profit	260.1	285.6	823.4	776.0
Operating expenses:
Selling and distribution	95.6	102.2	295.0	292.0
General and administrative	67.1	71.9	229.3	244.6
Amortization expense	28.5	28.6	85.8	80.9
Other operating expense, net	11.1	5.3	111.9	10.3
Total operating expenses	202.3	208.0	722.0	627.8
Operating income	57.8	77.6	101.4	148.2
Other expense:
Interest expense	31.4	30.8	92.9	88.0
Interest income	(0.4)	(0.1)	(3.5)	(3.5)
Gain on foreign currency exchange	(2.5)	(1.1)	(2.8)	(6.0)
Other (income) expense, net	(0.8)	(4.6)	1.0	(0.3)
Total other expense	27.7	25.0	87.6	78.2
Income before income taxes	30.1	52.6	13.8	70.0
Income taxes	1.3	15.2	(9.0)	16.8
Net income	$ 28.8	$ 37.4	$ 22.8	$ 53.2
Net earnings per common share:
Basic	$ 0.50	$ 0.66	$ 0.40	$ 0.96
Diluted	$ 0.50	$ 0.65	$ 0.40	$ 0.95
Weighted average common shares:
Basic	57.3	56.8	57.1	55.4
Diluted	57.7	57.6	57.7	56.2

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Statement Of Income And Comprehensive Income [Abstract]
Net income		$ 28.8	$ 37.4	$ 22.8	$ 53.2
Other comprehensive income:
Foreign currency translation adjustments		18.0	(7.3)	34.5	21.6
Pension and postretirement reclassification adjustment	[1]	0.1	0.3	7.2	0.8
Other comprehensive income (loss)		18.1	(7.0)	41.7	22.4
Comprehensive income		$ 46.9	$ 30.4	$ 64.5	$ 75.6

[1] Net of tax of $0.1 million and $0.2 million for the three months ended September 30, 2017 and 2016, respectively, and $4.4 million and $0.5 million for the nine months ended September 30, 2017 and 2016, respectively.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Statement Of Income And Comprehensive Income [Abstract]
Pension and postretirement reclassification adjustment, tax	$ 0.1	$ 0.2	$ 4.4	$ 0.5

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net income	$ 22.8	$ 53.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	213.2	208.1
Stock-based compensation	25.2	22.8
Loss on divestiture	85.6
Other	0.7	(10.8)
Changes in operating assets and liabilities, net of effect of acquisitions:
Receivables	0.2	(16.8)
Inventories	(205.0)	(8.1)
Prepaid expenses and other assets	(39.2)	(32.2)
Accounts payable, accrued expenses, and other liabilities	159.9	82.2
Net cash provided by operating activities	263.4	298.4
Cash flows from investing activities:
Additions to property, plant, and equipment	(102.5)	(131.9)
Additions to intangible assets	(18.6)	(10.9)
Acquisitions, less cash acquired		(2,644.4)
Proceeds from sale of fixed assets	7.2	1.5
Proceeds from divestiture	19.3
Other	(1.0)	(1.4)
Net cash (used in) provided by investing activities	(95.6)	(2,787.1)
Cash flows from financing activities:
Borrowings under Revolving Credit Facility	584.5	239.3
Payments under Revolving Credit Facility	(634.5)	(313.3)
Proceeds from issuance of Term Loan A-2		1,025.0
Proceeds from issuance of 2024 Notes		775.0
Payments on capitalized lease obligations and other debt	(2.3)	(2.6)
Payment of deferred financing costs		(34.3)
Payments on Term Loans	(50.8)	(25.9)
Net proceeds from issuance of common stock		835.1
Receipts related to stock-based award activities	11.1	7.6
Payments related to stock-based award activities	(6.7)	(8.7)
Net cash (used in) provided by financing activities	(98.7)	2,497.2
Effect of exchange rate changes on cash and cash equivalents	0.7	3.8
Net increase in cash and cash equivalents	69.8	12.3
Cash and cash equivalents, beginning of period	62.1	34.9
Cash and cash equivalents, end of period	131.9	47.2
Supplemental cash flow disclosures
Interest paid	102.8	80.8
Income taxes paid	25.8	49.5
Non-cash investing activities:
Accrued purchase of property and equipment	20.9	15.5
Accrued other intangible assets	$ 3.8	$ 4.4

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Basis of Presentation

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Basis of Presentation

1. BASIS OF PRESENTATION

The unaudited Condensed Consolidated Financial Statements included herein have been prepared by TreeHouse Foods, Inc. and its consolidated subsidiaries (the “Company,” “TreeHouse,” “we,” “us,” or “our”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to quarterly reporting on Form 10-Q. In our opinion, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted as permitted by such rules and regulations. Certain prior year amounts in the Condensed Consolidated Statements of Cash Flows have been reclassified to conform to the current period presentation. 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, 2016. Results of operations for interim periods are not necessarily indicative of annual results.

In the first quarter of 2017, the Company completed changes in its organizational structure that resulted in a change in how the Company manages its business and allocates resources. As a result, the Company revised its reportable segments to reflect how management currently reviews financial information and makes operating decisions. See Note 18 for additional details. All prior period amounts have been recast to reflect the change in reportable segments.  

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 (“Private Brands Business”) of ConAgra Foods, Inc. 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 Baked Goods, Condiments, Meals, and Snacks segments, as applicable.

The Private Brands Business was on a 4-4-5 fiscal calendar during the third quarter of 2016, and September 25, 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. In the fourth quarter of 2016, the Company changed the fiscal year end of the Private Brands Business to December 31. The Company did not retrospectively apply the effects of this change to the three and nine month periods ended September 30, 2016 due to impracticability, and believes the effects would be immaterial.

The preparation of our Condensed Consolidated Financial Statements in conformity with 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, 2016.

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Restructuring and Margin Improvement Activities

9 Months Ended

Sep. 30, 2017

Restructuring And Related Activities [Abstract]

Restructuring and Margin Improvement Activities

2. RESTRUCTURING AND MARGIN IMPROVEMENT ACTIVITIES

The Company’s restructuring and margin improvement activities are part of an enterprise-wide transformation to improve long-term profitability of the Company. Upon completion of our multi-year multi-phase programs, the projects are expected to deliver higher margin sales growth and reduced expenses resulting in margin expansion.

Expenses associated with these programs are primarily aggregated in the Other operating expense, net line of the Condensed Consolidated Statements of Operations, with the exception of asset-related costs, which are recorded in Cost of sales. During the three months ended September 30, 2017, the Company recorded total charges $20.7 million across all restructuring programs and margin improvement activities.  The charges included $10.2 million recorded in Cost of sales and $10.5 million recorded in Other operating expenses, net.  During the three months ended September 30, 2016, the Company recorded total charges of $5.9 million across all restructuring programs and margin improvement activities.  The charges included $1.0 million recorded in Cost of sales and $4.9 million recorded in Other operating expenses, net.  During the nine months ended September 30, 2017, the Company recorded charges of $39.5 million across all restructuring programs and margin improvement activities.  These charges included $13.5 million recorded in Cost of sales and $26.0 million recorded in Other operating expenses, net.  During the nine months ended September 30, 2016, the Company recorded charges of $12.9 million across all restructuring programs and margin improvement activities.  These charges included $3.9 million recorded in Cost of sales and $9.0 million recorded in Other operating expenses, net.  The Company does not allocate restructuring and margin improvement activities costs to reportable segments when evaluating the performance of its segments.  As a result, restructuring and margin improvement activities costs by reportable segment has not been presented. See Note 18 for more information.

TreeHouse 2020

In the third quarter of 2017, the Company announced TreeHouse 2020, a program intended to accelerate long-term growth through optimization of our manufacturing network, transformation of our mixing centers and warehouse footprint, and leveraging of systems and processes to drive performance.  TreeHouse 2020 is expected to produce significant savings to achieve our operating margin expansion targets creating reinvestment opportunities to drive future growth.

This program will be executed in multiple phases over the next several years.  The key elements of Phase 1 include the closure of the Company’s Brooklyn Park, Minnesota and Plymouth, Indiana facilities, as well as the downsizing of the Dothan, Alabama facility.  Production at the Brooklyn Park, Minnesota and Plymouth, Indiana facilities is expected to cease in the fourth quarter of 2017.  The facility downsizing at Dothan, Alabama is expected to be complete in the third quarter of 2018.In addition, we have taken steps toward increasing our capacity utilization, operational margin expansion, and streamlining our plant structure to optimize our supply chain. 

Below is a summary of costs by type associated with TreeHouse 2020:

	ThreeMonths Ended		Nine Months Ended		Cumulative Costs		Total Expected
	September 30, 2017		September 30, 2017		To Date		Costs
	(In millions)
Asset-related	$	8.0	$	8.0	$	8.0	$	14.8
Employee-related		4.3		4.3		4.3		7.0
Other costs		2.4		2.4		2.4		22.7
Total	$	14.7	$	14.7	$	14.7	$	44.5

For the three months ended September 30, 2017 asset-related costs primarily consisted of accelerated depreciation; employee-related costs primarily consisted of severance; and other costs primarily consisted of third-party costs.  

 Other Restructuring and 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 facility closures are primarily aggregated in the Other operating expense, net line of the Condensed Consolidated Statements of Operations, 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	November18, 2015	First quarter of 2016	Third quarter of 2016	Liquid non-dairy creamer and refrigerated salad dressings	Beverages, Condiments	$	6.9	$	3.8
Ayer, Massachusetts	April 5, 2016	First quarter of 2017	Third quarter of 2017	Spoonable dressings	Condiments		5.9		4.1
Azusa,California	May 24, 2016	First quarter of 2017	Third quarter of 2017	Bars and snack products	Snacks		19.5		16.1
Ripon, Wisconsin	May 24, 2016	Fourth quarter of 2016	Fourth quarter of 2016	Sugar wafer cookies	Baked Goods		0.9		1.2
Delta, British Columbia	November 3, 2016	Fourth quarter of 2017	First quarter of 2018	Frozen griddle products	Baked Goods		3.7		2.7
Battle Creek, Michigan	November 3, 2016	(1)	(1)	Ready-to-eat cereal	Meals		10.4		2.8

(1) The downsizing of this facility began in January 2017 and is expected to last approximately 15 months.

Total expected costs to close the City of Industry, California, Ayer, Massachusetts, Ripon, Wisconsin, and Delta, British Columbia facilities have been reduced by approximately $4.9 million, $0.6 million, $1.2  million, and $1.5 million, respectively, since the initial announcements, while total expected costs to close the Azusa, California and Battle Creek, Michigan facilities have been increased by approximately $4.6 million and $0.9 million, respectively, since their initial announcement.

Below is a summary of the plant closing costs by type of cost:

	ThreeMonths Ended September 30,				Nine Months Ended September 30,				Cumulative Costs		Total Expected
	2017		2016		2017		2016		To Date		Costs
	(In millions)
Asset-related	$	0.8	$	1.0	$	4.3	$	2.5	$	14.5	$	16.6
Employee-related		0.2		2.2		2.9		4.1		10.2		11.9
Other closure costs		1.9		2.7		12.2		3.8		16.7		18.8
Total	$	2.9	$	5.9	$	19.4	$	10.4	$	41.4	$	47.3

For the three months ended September 30, 2017, asset-related costs primarily consisted of accelerated depreciation; employee-related costs primarily consisted of severance; and other costs primarily consisted of third-party costs.  

Other individually insignificant cost reduction activities not related to our plant closings above totaled $3.1 million for the three months ended September 30, 2017 and $5.4 million for the nine months ended September 30, 2017 and were primarily the result of a Private Brands plant closure initiated prior to TreeHouse’s acquisition.  Other cost reduction activities were insignificant for the three months ended September 30, 2016 and $2.5 million for the nine months ended September 30, 2016.  

Liabilities recorded as of September 30, 2017 associated with total exit cost reserves relate to severance, the partial withdrawal from a multiemployer pension plan, and lease termination costs. The severance and lease termination liabilities were included in the Accounts payable and accrued expenses line of the Condensed Consolidated Balance Sheets, while the multiemployer pension plan withdrawal liability was 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 September 30, 2017:

	Severance			MultiemployerPension PlanWithdrawal		Other Costs			Total Liabilities
	(In millions)
Balance as of December 31, 2016	$	3.5		$	0.8	$	-		$	4.3
Expense		6.6			—		2.4			9.0
Payments		(4.2	)		—		(0.5	)		(4.7	)
Adjustments		(0.3	)		—		—			(0.3	)
Balance as of September 30, 2017	$	5.6		$	0.8	$	1.9		$	8.3

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Acquisitions

9 Months Ended

Sep. 30, 2017

Business Combinations [Abstract]

Acquisitions

3. 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 $2,644.4 million, net of acquired cash.   

The Private Brands Business acquisition was accounted for under the acquisition method of accounting and the results of operations were included in our Condensed Consolidated Financial Statements from the date of acquisition in the Baked Goods, Condiments, Meals, and Snacks segments. Included in the Company’s Condensed Consolidated Statements of Operations are the Private Brands Business’s net sales of approximately $2,074.6 million and income before income taxes of $55.6 million from the date of acquisition through September 30, 2016. Integration costs of $7.5 million, which were included in the Cost of sales and General and administrative expense lines of the Condensed Consolidated Statements of Operations, were included in determining income before income taxes.

We have completed the purchase price allocation to net tangible and intangible assets acquired and liabilities assumed as follows:

	(In millions)
Cash	$	43.3
Receivables		162.7
Inventory		443.7
Property, plant, and equipment		809.6
Customer relationships		510.9
Trade names		33.0
Software		19.6
Formulas		23.2
Other assets		50.2
Goodwill		1,141.2
Assets acquired		3,237.4
Deferred taxes		(152.8	)
Assumed current liabilities		(246.6	)
Assumed long-term liabilities		(150.3	)
Total purchase price	$	2,687.7

The Company allocated $496.1 million to customer relationships with retail grocery customers, which have an estimated life of 13 years, and $14.8 million to customer relationships with food away from home customers, which have an estimated life of 10 years. The Company allocated $33.0 million to trade names, which have an estimated life of 10 years. The Company allocated $23.2 million to formulas, which have an 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 over their expected useful lives. Indemnification assets related to taxes of approximately $13.8 million were also recorded. 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 allocated $555.0 million, $73.3 million, $413.8 million, and $97.9 million of goodwill to the Baked Goods, Condiments, Meals, and Snacks 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 in 2016 and none in 2017. These costs are included in the General and administrative expense line of the Condensed Consolidated Statements of Operations.

The fair values for customer relationships at the acquisition date were determined using the excess earnings method under the income approach. Trade name fair values were determined using the relief from royalty method, while the fair value of formulas was determined using the cost approach. Real property fair values were determined using the cost and market approaches, while the fair value of personal property was determined using the indirect cost approach. The fair value measurements of intangible assets are based on significant unobservable inputs, and thus represent Level 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include discounted future cash flows, customer attrition rates, and royalty rates.

Since the preliminary purchase price allocation included in the Company’s Annual Report for the fiscal year ended December 31, 2016, the Company recorded purchase price adjustments related to taxes, resulting in an increase to goodwill of approximately $3.0 million in the first quarter of 2017. These adjustments did not impact the Condensed Consolidated Statements of Operations.

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, 2016. 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 were $35.2 million of costs incurred by the Company in connection with the acquisition. 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.

	NineMonths Ended September 30, 2016
	(In millions, except per share data)
Pro forma net sales	$	4,722.4
Pro forma net income	$	74.9
Pro forma basic earnings per common share	$	1.32
Pro forma diluted earnings per common share	$	1.30

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Inventories

9 Months Ended

Sep. 30, 2017

Inventory Disclosure [Abstract]

Inventories

4. INVENTORIES

	September 30,			December 31,
	2017			2016
	(In millions)
Raw materials and supplies	$	544.2		$	429.4
Finished goods		618.5			571.9
LIFO reserve		(25.2	)		(23.3	)
Total inventories	$	1,137.5		$	978.0

Inventory was generally accounted for under the FIFO method, and a portion was accounted for under the last-in, first-out (“LIFO”) method and the weighted average costing approach. Approximately $95.1 million and $105.9 million of our inventory was accounted for under the LIFO method of accounting at September 30, 2017 and December 31, 2016, respectively. Approximately $197.8 million and $116.2 million of our inventory was accounted for using the weighted average costing approach at September 30, 2017 and December 31, 2016, respectively.

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Property, Plant, and Equipment

9 Months Ended

Sep. 30, 2017

Property Plant And Equipment [Abstract]

Property, Plant, and Equipment

5. PROPERTY, PLANT, AND EQUIPMENT

	September 30,			December 31,
	2017			2016
	(In millions)
Land	$	70.3		$	71.2
Buildings and improvements		454.3			465.3
Machinery and equipment		1,278.4			1,324.5
Construction in progress		74.0			85.0
Total		1,877.0			1,946.0
Less accumulated depreciation		(587.2	)		(586.7	)
Property, plant, and equipment, net	$	1,289.8		$	1,359.3

Depreciation expense was $45.7 million and $46.7 million for the three months ended September 30, 2017 and 2016, respectively, and $127.4 million and $127.2 million for the nine months ended September 30, 2017 and 2016, respectively.

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Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2017

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

6. GOODWILL AND INTANGIBLE ASSETS

As a result of the changes in organizational structure completed in the first quarter of 2017, the Company has the following five operating segments, which are also its reporting units: Baked Goods, Beverages, Condiments, Meals, and Snacks. See Note 18 for more information.

The Company allocated the goodwill balance as of January 1, 2017 between the new reporting units using a relative fair value allocation approach. The change was considered a triggering event indicating a test for goodwill impairment was required as of January 1, 2017. The Company performed the first step of the impairment test, which did not result in the identification of any impairment losses. Changes in the carrying amount of goodwill for the nine months ended September 30, 2017 are as follows:

	Baked
	Goods		Beverages		Condiments		Meals		Snacks		Total
	(In millions)
Balance at January 1, 2017	$	554.2	$	713.2	$	433.1	$	470.6	$	276.1	$	2,447.2
Purchase price adjustments		1.4		—		0.2		1.1		0.3		3.0
Foreign currency exchange adjustments		—		3.8		5.2		—		—		9.0
Balance at September 30, 2017	$	555.6	$	717.0	$	438.5	$	471.7	$	276.4	$	2,459.2

The carrying amounts of our intangible assets with indefinite lives, other than goodwill, as of September 30, 2017 and December 31, 2016 are as follows:

	September 30, 2017		December 31, 2016
	(In millions)
Trademarks	$	22.8	$	21.6
Total indefinite lived intangibles	$	22.8	$	21.6

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 September 30, 2017 and December 31, 2016 are as follows:

	September 30, 2017							December 31, 2016
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
	(In millions)							(In millions)
Intangible assets with finite lives:
Customer-related	$	1,266.6	$	(341.2	)	$	925.4	$	1,284.3	$	(293.3	)	$	991.0
Contractual agreements		2.8		(2.8	)		—		3.0		(2.9	)		0.1
Trademarks		69.6		(27.4	)		42.2		69.6		(23.6	)		46.0
Formulas/recipes		33.8		(16.9	)		16.9		33.7		(12.8	)		20.9
Computer software		130.8		(69.8	)		61.0		115.7		(57.7	)		58.0
Total finite lived intangibles	$	1,503.6	$	(458.1	)	$	1,045.5	$	1,506.3	$	(390.3	)	$	1,116.0

Total intangible assets, excluding goodwill, as of September 30, 2017 and December 31, 2016 were $1,068.3 million and $1,137.6 million, respectively. Amortization expense on intangible assets for the three months ended September 30, 2017 and 2016 was $28.5 million and $28.6 million, respectively, and $85.8 million and $80.9 million for the nine months ended September 30, 2017 and 2016, respectively. Estimated amortization expense on intangible assets for 2017 and the next four years is as follows:

	(In millions)
2017	$	114.7
2018		108.4
2019		105.9
2020		103.6
2021		94.1

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Accounts Payable and Accrued Expenses

9 Months Ended

Sep. 30, 2017

Payables And Accruals [Abstract]

Accounts Payable and Accrued Expenses

7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

	September 30,		December 31,
	2017		2016
	(In millions)
Accounts payable	$	652.5	$	458.1
Payroll and benefits		58.2		78.5
Interest		7.4		24.1
Taxes		10.8		31.0
Health insurance, workers’ compensation, and other insurance costs		27.4		17.2
Marketing expenses		9.5		12.4
Other accrued liabilities		8.0		5.5
Total	$	773.8	$	626.8

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Income Taxes

9 Months Ended

Sep. 30, 2017

Income Tax Disclosure [Abstract]

Income Taxes

8. INCOME TAXES

Income taxes were recorded at an effective rate of 4.3% and (65.2)% for the three and nine months ended September 30, 2017, respectively, compared to 28.9% and 24.0% for the three and nine months ended September 30, 2016, respectively. The changes in the effective tax rates for the three and nine months ended September 30, 2017 compared to September 30, 2016 was primarily a result of the income tax benefits related to share-based payments, the income tax benefit from the release of reserves for unrecognized tax benefits, and the income tax benefit derived from foreign tax credits.  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, 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. In addition, the Company’s effective tax rate for the nine months ended September 30, 2017 reflects a discrete benefit of approximately 17.7% attributable to the vesting and exercise of share-based awards.

The Internal Revenue Service (“IRS”) is currently examining the TreeHouse Foods, Inc. & Subsidiaries’ 2015 tax year. Our Canadian operations are under exam by the Canadian Revenue Agency (“CRA”) for tax years 2008 through 2015. These examinations are expected to be completed in 2017 or 2018. The Italian Agency of Revenue (“IAR”) is examining the 2007 through 2009 and 2013 tax years of our Italian operations. The IAR examinations are not expected to be completed prior to 2020 due to a backlog of appeals before the agency. The Company has examinations in process with various state taxing authorities, which are expected to be completed in 2017 and 2018.

Management estimates that it is reasonably possible that the total amount of unrecognized tax benefits could decrease by as much as $9.2 million within the next 12 months, primarily as a result of the resolution of audits currently in progress and the lapsing of statutes of limitations. Approximately $1.5 million of the $9.2 million would affect net income when settled.

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Long-Term Debt

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Long-Term Debt

9. LONG-TERM DEBT

	September 30,			December 31,
	2017			2016
	(In millions)
Revolving Credit Facility	$	120.0		$	170.0
Term Loan A		276.7			288.0
Term Loan A-1		172.5			180.0
Term Loan A-2		973.8			1,005.8
2022 Notes		400.0			400.0
2024 Notes		775.0			775.0
Other debt		3.0			5.7
Total outstanding debt		2,721.0			2,824.5
Deferred financing costs		(28.5	)		(33.3	)
Less current portion		(72.1	)		(66.4	)
Total long-term debt	$	2,620.4		$	2,724.8

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 (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, and (3) 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.   After satisfying all of the required collateral release conditions set forth in the Credit Agreement, the Credit Facility became unsecured in August 2017.  Amongst other conditions, the Company had to reach a leverage ratio of 3.5 as defined in the Credit Agreement and have no other pari-passu secured debt outstanding to become unsecured.

The Revolving Credit Facility, Term Loan A, Term Loan A-1, and Term Loan A-2 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 September 30, 2017 was 3.106%. Including the interest rate swap agreements described below with a weighted average fixed interest rate base of approximately 0.86% on $500 million, the average rate decreases to 2.99%.

Revolving Credit Facility — As of September 30, 2017, $729.5 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. In addition, as of September 30, 2017, there were $50.5 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.

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Earnings Per Share

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

Earnings Per Share

10. 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 September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(In millions, except per share data)
Net income	$	28.8	$	37.4	$	22.8	$	53.2
Weighted average common shares outstanding		57.3		56.8		57.1		55.4
Assumed exercise/vesting of equity awards (1)		0.4		0.8		0.6		0.8
Weighted average diluted common shares outstanding		57.7		57.6		57.7		56.2
Net earnings per basic share	$	0.50	$	0.66	$	0.40	$	0.96
Net earnings per diluted share	$	0.50	$	0.65	$	0.40	$	0.95

(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 1.7 million and 1.4 million for the three and nine months ended September 30, 2017, respectively, and 0.4 million and 0.7 million for the three and nine months ended September 30, 2016, respectively.

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Stock-Based Compensation

9 Months Ended

Sep. 30, 2017

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

11. STOCK-BASED COMPENSATION

The Board of Directors adopted, and the Company’s stockholders approved, the “TreeHouse Foods, Inc. Equity and Incentive Plan” (the “Plan”). On April 27, 2017, the Plan was amended and restated to increase the number of shares available for issuance under the Plan by 3.8 million shares, effective February 14, 2017. 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, will also 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 16.1 million, of which approximately 4.9 million remain available at September 30, 2017.

Income before income taxes for the three and nine month periods ended September 30, 2017 includes stock-based compensation expense of $6.6 million and $25.2 million, respectively. Stock-based compensation expense for the three and nine months ended September 30, 2016 was $8.5 million and $22.8 million, respectively. The tax benefit recognized related to the compensation cost of these share-based awards was approximately $2.4 million and $9.3 million for the three and nine months ended September 30, 2017, respectively, and $3.1 million and $8.3 million for the three and nine months ended September 30, 2016, respectively.

 Stock Options — The following table summarizes stock option activity during the nine months ended September 30, 2017. Stock options generally vest in approximately three equal installments 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 millions)
Outstanding, at December 31, 2016		2,069			20		$	64.77		5.8	$	28.9
Granted		481			—			84.16
Forfeited		(87	)		—			87.85
Exercised		(257	)		(16	)		40.83
Expired		(2	)		—			87.83
Outstanding, at September 30, 2017		2,204			4			71.03		6.3		16.3
Vested/expected to vest, at September 30, 2017		2,140			4			70.57		6.2		16.3
Exercisable, at September 30, 2017		1,404			4			61.99		4.7		16.3

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(In millions)				(In millions)
Compensation expense	$	2.3	$	2.0	$	6.8	$	5.5
Intrinsic value of stock options exercised		0.9		0.1		11.0		6.1
Tax benefit recognized from stock option exercises		0.4		0.1		4.2		2.2

Compensation costs related to unvested options totaled $16.3 million at September 30, 2017 and will be recognized over the remaining vesting period of the grants, which averages 2.1 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 2017 include the following: weighted average expected volatility of 26.71%, expected term of six years, weighted average risk free rate of 2.07%, and no dividends. The weighted average grant date fair value of awards granted in 2017 was $24.41.

Restricted Stock Units — Employee restricted stock unit awards generally vest based on the passage of time. These awards generally vest in approximately three equal installments on each of the first three anniversaries 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 September 30, 2017, 100 thousand director restricted stock units have been earned and deferred.

The following table summarizes the restricted stock unit activity during the nine months ended September 30, 2017:

				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, 2016		516		$	87.03		104		$	57.78
Granted		316			82.60		17			84.66
Vested		(169	)		85.02		(4	)		100.30
Forfeited		(61	)		87.60		—			—
Outstanding, at September 30, 2017		602			85.19		117			60.21

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(In millions)				(In millions)
Compensation expense	$	5.5	$	4.9	$	17.3	$	12.9
Fair value of vested restricted stock units		0.7		2.8		13.7		15.9
Tax benefit recognized from vested restricted stock units		0.3		1.0		5.0		5.7

Future compensation costs related to restricted stock units are approximately $33.9 million as of September 30, 2017 and will be recognized on a weighted average basis over the next 2.0 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, 2017, based on an achievement of operating performance measures, 72,335 performance units were converted into 81,556 shares of stock, an average conversion of 1.13 shares for each performance unit. The following table summarizes the performance unit activity during the nine months ended September 30, 2017:

				Weighted
				Average
	Performance			Grant Date
	Units			Fair Value
	(In thousands)
Unvested, at December 31, 2016		246		$	85.16
Granted		114			86.66
Vested		(72	)		79.89
Forfeited		(18	)		87.02
Unvested, at September 30, 2017		270			86.23

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017		2016
	(In millions)						(In millions)
Compensation expense	$	(1.2	)	$	1.6		$	1.1	$	4.4
Fair value of vested performance units		—			(1.8	)		6.5		9.6
Tax benefit recognized from performance units vested		—			—			2.5		4.1

Future compensation costs related to the performance units are estimated to be approximately $6.2 million as of September 30, 2017, and are expected to be recognized over the next 2.2 years. The grant date fair value of the awards is equal to the Company’s closing stock price on the date of grant.

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Accumulated Other Comprehensive Loss

9 Months Ended

Sep. 30, 2017

Equity [Abstract]

Accumulated Other Comprehensive Loss

12. ACCUMULATED OTHER COMPREHENSIVE LOSS

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

				Unrecognized			Accumulated
	Foreign			Pension and			Other
	Currency			Postretirement			Comprehensive
	Translation (1)			Benefits (2)			Loss
	(In millions)
Balance at December 31, 2016	$	(89.4	)	$	(11.9	)	$	(101.3	)
Other comprehensive income		34.5			—			34.5
Reclassifications from accumulated other comprehensive loss		—			7.2			7.2
Other comprehensive income		34.5			7.2			41.7
Balance at September 30, 2017	$	(54.9	)	$	(4.7	)	$	(59.6	)

				Unrecognized			Accumulated
	Foreign			Pension and			Other
	Currency			Postretirement			Comprehensive
	Translation (1)			Benefits (2)			Loss
	(In millions)
Balance at December 31, 2015	$	(100.5	)	$	(13.0	)	$	(113.5	)
Other comprehensive income		21.6			—			21.6
Reclassifications from accumulated other comprehensive loss		—			0.8			0.8
Other comprehensive income		21.6			0.8			22.4
Balance at September 30, 2016	$	(78.9	)	$	(12.2	)	$	(91.1	)

(1) The foreign currency translation adjustment is not net of tax, as the Company’s investments in its foreign subsidiaries are considered to be permanent.

(2) The unrecognized pension and postretirement benefits reclassification is presented net of tax of $4.4 million and $0.5 million for the nine months ended September 30, 2017 and 2016, respectively.

The Condensed Consolidated Statements of Operations 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 Operations
	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(In millions)				(In millions)
Amortization of defined benefit pension and postretirement items:
Prior service costs	$	—	$	—	$	0.1	$	0.2	(a)
Unrecognized net loss		0.1		0.4		0.7		1.1	(a)
Actuarial adjustment		—		—		2.1		—	(b)
Divestiture		—		—		8.7		—	Other operating expense, net
Total before tax		0.1		0.4		11.6		1.3
Income taxes		—		0.1		4.4		0.5	Income taxes
Net of tax	$	0.1	$	0.3	$	7.2	$	0.8

(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 Operations.

(b) Represents the actuarial adjustment that was recorded in conjunction with the divestiture of a pension plan and a postretirement benefit plan in the second quarter of 2017.

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Employee Retirement and Postretirement Benefits

9 Months Ended

Sep. 30, 2017

Compensation And Retirement Disclosure [Abstract]

Employee Retirement and Postretirement Benefits

13. EMPLOYEE RETIREMENT AND POSTRETIREMENT BENEFITS

Pension, Profit Sharing, and Postretirement Benefits — Certain employees and retirees participate in pension and other postretirement benefit plans. Employee benefit plan obligations and expenses included in the Condensed Consolidated Financial Statements are determined based on plan assumptions, employee demographic data, including years of service and compensation, benefits and claims paid, and employer contributions. In connection with the divestiture of the canned soup and infant feeding (“SIF”) business in the second quarter of 2017, the Company divested a pension plan and a postretirement benefit plan. The net unfunded liability associated with these plans as of the closing date, which is included in the Other operating expense, net line of the Condensed Consolidated Statements of Operations, was $10.5 million.

Components of net periodic pension expense are as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
	(In millions)						(In millions)
Service cost	$	0.8		$	1.3		$	2.9		$	3.6
Interest cost		3.6			4.1			11.4			11.2
Expected return on plan assets		(4.2	)		(4.5	)		(13.3	)		(12.2	)
Amortization of unrecognized prior service cost		—			—			0.1			0.2
Amortization of unrecognized net loss		0.1			0.4			0.7			1.1
Net periodic pension cost	$	0.3		$	1.3		$	1.8		$	3.9

The Company does not expect to make any contributions to the pension plans in 2017.

Components of net periodic postretirement expense are as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
	(In millions)				(In millions)
Interest cost	$	0.3	$	0.3	$	0.9	$	0.9
Net periodic postretirement cost	$	0.3	$	0.3	$	0.9	$	0.9

The Company expects to contribute approximately $1.6 million to the postretirement health plans during 2017.

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

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Other Operating Expense, Net

9 Months Ended

Sep. 30, 2017

Other Income And Expenses [Abstract]

Other Operating Expense, Net

14. OTHER OPERATING EXPENSE, NET

The Company incurred other operating expense for the three and nine months ended September 30, 2017 and 2016, which consisted of the following:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
	(In millions)				(In millions)
Restructuring	$	10.5	$	4.9	$	26.0	$	9.0
Loss on divestiture		0.4		—		85.6		—
Other		0.2		0.4		0.3		1.3
Total other operating expense, net	$	11.1	$	5.3	$	111.9	$	10.3

On May 22, 2017, the Company completed the divestiture of its SIF business. The SIF business was based in Pittsburgh, Pennsylvania and produced private label condensed and ready-to-serve soup, baby food, and gravies for the Meals segment. The divestiture of this business did not meet the criteria to be presented as discontinued operations as it did not represent a strategic shift that would have a major effect on the Company’s results of operations. The transaction remains subject to working capital adjustments that are expected to be finalized in the fourth quarter of 2017.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2017

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

15. COMMITMENTS AND CONTINGENCIES

Litigation, Investigations, and Audits — On November 16, 2016, a purported TreeHouse shareholder filed a putative class action captioned Tarara v. TreeHouse Foods, Inc., et al., Case No. 1:16-cv-10632, in the United States District Court for the Northern District of Illinois against TreeHouse and certain of its officers. The complaint, amended on March 24, 2017, is purportedly brought on behalf of all purchasers of TreeHouse common stock from January 20, 2016 through and including November 2, 2016, asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and seeks, among other things, damages and costs and expenses. On December 22, 2016, another purported TreeHouse shareholder filed an action captioned Wells v. Reed, et al., Case No. 2016-CH-16359, in the Circuit Court of Cook County, Illinois, against TreeHouse and certain of its officers. This complaint, purportedly brought derivatively on behalf of TreeHouse, asserts state law claims against certain officers for breach of fiduciary duty, unjust enrichment, and corporate waste. On February 7, 2017, another purported TreeHouse shareholder filed an action captioned Lavin v. Reed, Case No. 17-cv-01014, in the Northern District of Illinois, against TreeHouse and certain of its officers. This complaint, like Wells, is purportedly brought derivatively on behalf of TreeHouse, and it asserts state law claims against certain officers for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and corporate waste.

All three complaints make substantially similar allegations (though the amended complaint in Tarara now contains additional detail). Essentially, the complaints allege that TreeHouse, under the authority and control of the individual defendants: (i) made certain false and misleading statements regarding the Company’s business, operations, and future prospects; and (ii) failed to disclose that (a) the Company’s private label business was underperforming; (b) the Company’s Flagstone business was underperforming; (c) the Company’s acquisition strategy was underperforming; (d) the Company had overstated its full-year 2016 guidance; and (e) TreeHouse’s statements lacked reasonable basis. The complaints allege that these actions artificially inflated the market price of TreeHouse common stock during the class period, thus purportedly harming investors. We believe that these claims are without merit and intend to defend against them vigorously.

Since its initial docketing, the Tarara matter has been re-captioned as Public Employees’ Retirement Systems of Mississippi v. TreeHouse Foods, Inc., et al., in accordance with the Court’s order appointing Public Employees’ Retirement Systems of Mississippi as the lead plaintiff. The Public Employees’ defendants have filed a motion to dismiss, which has been fully briefed.

Additionally, due to the similarity of the complaints, the parties in Wells and Lavin have entered stipulations deferring the litigation until the earlier of (i) the court in Public Employees’ entering an order resolving defendants’ anticipated motion to dismiss therein or (ii) plaintiffs’ counsel receiving notification of a settlement of Public Employees’ or until otherwise agreed to by the Parties. The next status date in Wells is April 27, 2018.  There is no set status date in Lavin at this time, but the parties are directed to file a joint status report on the progress of the related litigation by October 26, 2017, after which point the Lavin court could set a new status date.

In addition, we are party to a variety of legal proceedings arising out of the conduct of our business. While the results of proceedings cannot be predicted with certainty, management believes that the final outcome of these proceedings will not have a material adverse effect on our consolidated financial statements, results of operations, or cash flows.

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Derivative Instruments

9 Months Ended

Sep. 30, 2017

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivative Instruments

16. DERIVATIVE INSTRUMENTS

The Company is exposed to certain risks 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 Operations, 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 Operations, with their fair value recorded on the Condensed Consolidated Balance Sheets. As of September 30, 2017, the Company had $46.5 million of U.S. dollar foreign currency contracts outstanding, expiring throughout 2018.

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 Operations.

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 September 30, 2017, the Company had outstanding contracts for the purchase of 66,473 megawatts of electricity, expiring throughout 2017 and 2018; 8.8 million gallons of diesel, expiring throughout 2017 and early 2018; 1.9 million dekatherms of natural gas, expiring throughout 2017 and 2018; 0.1 million bushels of wheat, expiring throughout 2017 and early 2018; and 0.9 million bushels of corn, expiring throughout 2017 and early 2018.

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

		Fair Value
	Balance Sheet Location	September 30, 2017		December 31, 2016
		(In millions)
Asset Derivatives
Commodity contracts	Prepaid expenses and other current assets	$	2.5	$	1.0
Foreign currency contracts	Prepaid expenses and other current assets		0.6		0.7
Interest rate swap agreements	Prepaid expenses and other current assets		9.6		10.4
		$	12.7	$	12.1
Liability Derivatives
Commodity contracts	Accounts payable and accrued expenses	$	0.4	$	0.5
Foreign currency contracts	Accounts payable and accrued expenses		1.2		—
		$	1.6	$	0.5

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

		Three Months Ended						Nine Months Ended
	Location of Gain (Loss)	September 30,						September 30,
	Recognized in Net Income	2017			2016			2017			2016
		(In millions)						(In millions)
Mark-to-market unrealized gain (loss):
Commodity contracts	Other (income) expense, net	$	2.6		$	2.3		$	1.5		$	3.3
Foreign currency contracts	Other (income) expense, net		(0.5	)		2.1			(1.3	)		(0.2	)
Interest rate swap agreements	Other (income) expense, net		(0.3	)		2.4			(0.8	)		0.8
Total unrealized gain (loss)			1.8			6.8			(0.6	)		3.9
Realized gain (loss):
Commodity contracts	Manufacturing related to Cost of sales and transportation related to Selling and distribution		(0.2	)		0.1			(0.4	)		(0.9	)
Foreign currency contracts	Cost of sales		(1.3	)		(1.3	)		(0.1	)		(3.3	)
Interest rate swap agreements	Interest expense		0.5			—			0.6			—
Total realized (loss) gain			(1.0	)		(1.2	)		0.1			(4.2	)
Total gain (loss)		$	0.8		$	5.6		$	(0.5	)	$	(0.3	)

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Fair Value

9 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

Fair Value

17. FAIR VALUE

The following table presents the carrying value and fair value of our financial instruments as of September 30, 2017 and December 31, 2016:

	September 30, 2017						December 31, 2016
	Carrying Value			Fair Value			Carrying Value			Fair Value			Level
	(In millions)						(In millions)
Not recorded at fair value (liability):
Revolving Credit Facility	$	(120.0	)	$	(118.8	)	$	(170.0	)	$	(167.1	)		2
Term Loan A		(276.7	)		(277.2	)		(288.0	)		(288.1	)		2
Term Loan A-1		(172.5	)		(172.8	)		(180.0	)		(180.3	)		2
Term Loan A-2		(973.8	)		(975.4	)		(1,005.8	)		(1,007.4	)		2
2022 Notes		(400.0	)		(411.0	)		(400.0	)		(410.0	)		2
2024 Notes		(775.0	)		(829.3	)		(775.0	)		(809.9	)		2
Recorded on a recurring basis at fair value    asset (liability):
Commodity contracts	$	2.1		$	2.1		$	0.5		$	0.5			2
Foreign currency contracts		(0.6	)		(0.6	)		0.7			0.7			2
Interest rate swap agreements		9.6			9.6			10.4			10.4			2
Investments		13.2			13.2			10.4			10.4			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.

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Segment and Geographic Information and Major Customers

9 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

Segment and Geographic Information and Major Customers

18. SEGMENT AND GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS

In the first quarter of 2017, the Company completed changes in its organizational structure that resulted in a change in how the Company manages its business and allocates resources. Our reportable segments are now organized and managed by products: Baked Goods, Beverages, Condiments, Meals, and Snacks. Previously, our reportable segments were organized and managed by customer channels: North American Retail Grocery, Food Away From Home, and Industrial and Export. All prior period information has been recast to reflect this change.

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. Our segments are as follows:

Baked Goods – Our Baked Goods segment sells candy; cookies; crackers; in-store bakery products; pita chips; pretzels; refrigerated dough; and retail griddle waffles, pancakes, and French toast.

Beverages – Our Beverages segment sells broths; liquid non-dairy creamer; non-dairy powdered creamers; powdered drinks; single serve hot beverages; specialty teas, and sweeteners.

Condiments – Our Condiments segment sells aseptic cheese and pudding products; jams, preserves, and jellies; mayonnaise; Mexican, barbeque, and other sauces; pickles and related products; refrigerated and shelf stable dressings and sauces; and table and flavored syrups.

Meals – Our Meals segment sells baking and mix powders; powdered soups and gravies; macaroni and cheese; pasta; ready-to-eat and hot cereals; and skillet dinners. Condensed and ready to serve soup and infant feeding products were sold within the Meals segment through the divestiture of the SIF business on May 22, 2017.

Snacks – Our Snacks segment sells bars; dried fruit; snack nuts; trail mixes; and other wholesome snacks.

The Company evaluates the performance of its segments based on net sales dollars and direct operating income. In conjunction with the change in segments, the Company revised its calculation of direct operating income to include direct general and administrative expenses. Direct operating income is now defined as gross profit less freight out, sales commissions, and direct selling, general, and administrative expenses. All prior period information has been recast to reflect this change. The amounts in the following tables are obtained from reports used by senior management and do not include income taxes. Other expenses not allocated include unallocated selling, general, and administrative expenses, unallocated costs of sales, and unallocated corporate expenses (amortization expense and other operating expense). 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, 2016.

Financial information relating to the Company’s reportable segments is as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
	(In millions)						(In millions)
Net sales to external customers:
Baked Goods	$	351.2		$	329.4		$	1,016.6		$	871.8
Beverages		244.9			234.9			759.1			672.7
Condiments		333.8			322.9			988.8			959.0
Meals		284.6			347.9			897.0			937.3
Snacks		332.6			351.7			940.2			967.5
Unallocated		1.7			0.1			5.5			(9.8	)
Total	$	1,548.8		$	1,586.9		$	4,607.2		$	4,398.5
Direct operating income:
Baked Goods	$	46.9		$	33.8		$	121.3		$	97.4
Beverages		51.7			63.8			170.7			175.6
Condiments		34.4			38.0			102.2			115.0
Meals		32.1			33.1			99.9			88.9
Snacks		1.8			18.5			24.4			47.3
Total		166.9			187.2			518.5			524.2
Unallocated selling, general, and administrative expenses		(66.0	)		(74.3	)		(228.1	)		(254.2	)
Unallocated cost of sales (1)		(5.2	)		(1.5	)		3.2			(20.8	)
Unallocated corporate expense and other		(37.9	)		(33.8	)		(192.2	)		(101.0	)
Operating income		57.8			77.6			101.4			148.2
Other expense		(27.7	)		(25.0	)		(87.6	)		(78.2	)
Income before income taxes	$	30.1		$	52.6		$	13.8		$	70.0

(1) Includes charges related to restructuring and margin improvement activities, and other costs managed at corporate.

Geographic Information — The Company had revenues from customers outside of the United States of approximately 8.7% and 8.9% of total consolidated net sales in the nine months ended September 30, 2017 and 2016, respectively, with 6.9% and 7.1% of total consolidated net sales in Canada, respectively. The Company held 12.2% and 10.8% of its property, plant, and equipment outside of the United States as of September 30, 2017 and 2016, respectively.

Major Customers — Walmart Stores, Inc. and affiliates accounted for approximately 21.0% and 18.2% of consolidated net sales in the nine months ended September 30, 2017 and 2016, respectively.   Costco accounted for approximately 10.1% of consolidated net sales in the nine months ended September 30, 2017, with less than 10% for the same period in the prior year.  No other customer accounted for more than 10% of our consolidated net sales during these periods.

Product Information — The following table presents the Company’s net sales by major products for the three and nine months ended September 30, 2017 and 2016. In the first quarter of 2017, the Company changed the product categories to align with the changes in organizational structure described above. All prior period information has been recast to reflect this change.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
	(In millions)				(In millions)
Products:
Dressings and sauces	$	250.4	$	241.9	$	738.6	$	711.3
Snack nuts		224.9		207.0		609.1		555.0
Baked products		181.8		162.3		502.6		432.4
Retail bakery		169.4		167.1		514.0		439.4
Beverages		168.1		161.9		518.9		448.0
Pasta and dry dinners		147.8		146.6		420.6		384.0
Cereals and other meals		136.8		201.3		476.4		553.3
Trail mix and bars		109.4		144.8		336.6		402.7
Pickles		83.4		81.0		250.2		247.7
Beverage enhancers		76.8		73.0		240.2		224.7
Total net sales	$	1,548.8	$	1,586.9	$	4,607.2	$	4,398.5

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Recent Accounting Pronouncements

9 Months Ended

Sep. 30, 2017

New Accounting Pronouncements And Changes In Accounting Principles [Abstract]

Recent Accounting Pronouncements

19. RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted

In the fourth quarter of 2016, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No 2016-09, Improvements to Employee Share-Based Payment Accounting. Under this ASU, excess tax benefits and deficiencies are no longer recognized as additional paid-in capital in the Condensed Consolidated Balance Sheets. The ASU requires recognition of excess tax benefits and deficiencies in the Condensed Consolidated Statements of Operations. As the Company adopted the ASU in the fourth quarter, any related adjustments were required to be reflected as of the beginning of the fiscal year of adoption. The results for the three and nine months periods ended September 30, 2016 have been recast to reflect the adoption of the ASU as of January 1, 2016, resulting in income tax benefits of $0.2 million and $3.8 million, respectively, related to the recognition of excess tax benefits and deficiencies, which are included in the Income taxes line of the Condensed Consolidated Statements of Operations. The effect on basic net earnings per common share was $0.01 for the three months ended September 30, 2016, with no impact on diluted net earnings per common share.  The effect on basic and diluted net earnings per common share for the ninemonths ended September 30, 2016 was $0.07 and $0.06, respectively.   Additionally, the ASU requires excess tax benefits to be reported as a component of operating activities in the Condensed Consolidated Statements of Cash Flows. Excess tax benefits of $3.7 million were retrospectively reclassified from financing to operating activities in the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2016. The effects of the adoption of the other provisions of this ASU were immaterial.

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 on a prospective basis for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company prospectively adopted the ASU during the first quarter of 2017, the impact of which was not significant.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, to eliminate the second step of the goodwill impairment test. This ASU requires an entity to measure a goodwill impairment loss as the amount by which the carrying value of a reporting unit exceeds its fair value. Additionally, an entity should include the income tax effects from any tax deductible goodwill on the carrying value of the reporting unit when measuring a goodwill impairment loss, if applicable. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company early adopted the ASU during the third quarter of 2017, and will apply to any goodwill impairment losses prospectively.

Recently Issued

In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which revises how employers that sponsor defined benefit pension and other postretirement plans present net periodic benefit cost. The ASU requires an employer to present the service cost component in the same income statement line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside of any subtotal of operating income. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The standard requires adoption on a retrospective basis for the presentation of net benefit cost components. The Company is currently assessing the impact that this standard will have upon adoption.

In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, to require that restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts on the statement of cash flows. The Company currently classifies changes in restricted cash as an investing activity in the Consolidated Statements of Cash Flows. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The standard requires adoption on a retrospective basis. The Company is currently assessing the impact that this standard will have upon adoption, which is not expected to be significant.

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 adoption of this ASU will result in a significant increase to the Company’s Balance Sheets for lease liabilities and lease assets, and the Company is currently assessing the impact that this standard will have upon adoption.

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 expects to use the modified retrospective method. 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 finalizing the impact that these standards will have on its accounting policies, processes, system requirements, internal controls, and disclosures using internal resources and the assistance of a third-party. The Company has established a project plan, completed an initial review of its customer contracts, and is updating policies and procedures. Based upon implementation procedures to date, the Company does not expect significant changes in its revenue recognition policies once the standard is adopted.

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GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

9 Months Ended

Sep. 30, 2017

Organization Consolidation And Presentation Of Financial Statements [Abstract]

GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

20. 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. The guarantees of the Guarantor Subsidiaries are subject to release in limited circumstances, only upon the occurrence of certain customary conditions. 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 September 30, 2017 and 2016, and for the three and nine months ended September 30, 2017 and 2016. 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.

Condensed Supplemental Consolidating Balance Sheet

September 30, 2017

(In millions)

	Parent			Guarantor		Non-Guarantor
	Company			Subsidiaries		Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	76.7		$	0.2	$	55.0	$	—		$	131.9
Investments		—			—		13.2		—			13.2
Accounts receivable, net		—			377.6		54.5		—			432.1
Inventories, net		—			1,008.3		129.2		—			1,137.5
Prepaid expenses and other current assets		71.7			17.6		21.1		—			110.4
Total current assets		148.4			1,403.7		273.0		—			1,825.1
Property, plant, and equipment, net		27.9			1,104.8		157.1		—			1,289.8
Goodwill		—			2,333.7		125.5		—			2,459.2
Investment in subsidiaries		5,212.5			572.0		—		(5,784.5	)		—
Intercompany accounts (payable) receivable, net		(152.7	)		137.4		15.3		—			—
Deferred income taxes		23.4			—		—		(23.4	)		—
Intangible and other assets, net		59.4			945.3		106.8		—			1,111.5
Total assets	$	5,318.9		$	6,496.9	$	677.7	$	(5,807.9	)	$	6,685.6
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	25.3		$	675.3	$	73.2	$	—		$	773.8
Current portion of long-term debt		70.8			1.2		0.1		—			72.1
Total current liabilities		96.1			676.5		73.3		—			845.9
Long-term debt		2,618.7			1.5		0.2		—			2,620.4
Deferred income taxes		—			418.7		26.1		(23.4	)		421.4
Other long-term liabilities		6.8			187.7		6.1		—			200.6
Stockholders’ equity		2,597.3			5,212.5		572.0		(5,784.5	)		2,597.3
Total liabilities and stockholders’ equity	$	5,318.9		$	6,496.9	$	677.7	$	(5,807.9	)	$	6,685.6

Condensed Supplemental Consolidating Balance Sheet

December 31, 2016

(In millions)

	Parent		Guarantor			Non-Guarantor
	Company		Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	0.2		$	61.9		$	—		$	62.1
Investments		—		—			10.4			—			10.4
Accounts receivable, net		—		372.9			56.1			—			429.0
Inventories, net		—		869.6			108.4			—			978.0
Assets held for sale		—		3.6			—			—			3.6
Prepaid expenses and other current assets		23.6		36.7			17.3			—			77.6
Total current assets		23.6		1,283.0			254.1			—			1,560.7
Property, plant, and equipment, net		31.3		1,181.0			147.0			—			1,359.3
Goodwill		—		2,330.8			116.4			—			2,447.2
Investment in subsidiaries		5,031.5		519.4			—			(5,550.9	)		—
Intercompany accounts receivable (payable), net		199.6		(196.9	)		(2.7	)		—			—
Deferred income taxes		20.7		—			—			(20.7	)		—
Intangible and other assets, net		53.9		1,018.0			106.7			—			1,178.6
Total assets	$	5,360.6	$	6,135.3		$	621.5		$	(5,571.6	)	$	6,545.8
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	61.3	$	493.1		$	72.4		$	—		$	626.8
Current portion of long-term debt		63.1		3.2			0.1			—			66.4
Total current liabilities		124.4		496.3			72.5			—			693.2
Long-term debt		2,722.3		2.2			0.3			—			2,724.8
Deferred income taxes		—		418.3			24.6			(20.7	)		422.2
Other long-term liabilities		10.6		187.0			4.7			—			202.3
Stockholders’ equity		2,503.3		5,031.5			519.4			(5,550.9	)		2,503.3
Total liabilities and stockholders’ equity	$	5,360.6	$	6,135.3		$	621.5		$	(5,571.6	)	$	6,545.8

Condensed Supplemental Consolidating Statement of Operations

Three Months Ended September 30, 2017

(In millions)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,458.0		$	175.9		$	(85.1	)	$	1,548.8
Cost of sales		—			1,221.5			152.3			(85.1	)		1,288.7
Gross profit		—			236.5			23.6			—			260.1
Selling, general, and administrative expense		23.9			128.5			10.3			—			162.7
Amortization expense		3.3			22.7			2.5			—			28.5
Other operating expense, net		2.4			8.0			0.7			—			11.1
Operating (loss) income		(29.6	)		77.3			10.1			—			57.8
Interest expense		31.3			0.1			3.8			(3.8	)		31.4
Interest income		—			(3.8	)		(0.4	)		3.8			(0.4	)
Other (income) expense, net		(2.4	)		(1.7	)		0.8			—			(3.3	)
(Loss) income before income taxes		(58.5	)		82.7			5.9			—			30.1
Income taxes		(22.4	)		22.7			1.0			—			1.3
Equity in net income (loss) of subsidiaries		64.9			4.9			—			(69.8	)		—
Net income (loss)	$	28.8		$	64.9		$	4.9		$	(69.8	)	$	28.8

Condensed Supplemental Consolidating Statement of Operations

Three Months Ended September 30, 2016

(In millions)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,501.8		$	167.0		$	(81.9	)	$	1,586.9
Cost of sales		—			1,240.2			143.0			(81.9	)		1,301.3
Gross profit		—			261.6			24.0			—			285.6
Selling, general, and administrative expense		23.5			134.5			16.1			—			174.1
Amortization expense		2.3			23.9			2.4			—			28.6
Other operating expense, net		—			4.7			0.6			—			5.3
Operating (loss) income		(25.8	)		98.5			4.9			—			77.6
Interest expense		31.0			(0.1	)		1.1			(1.2	)		30.8
Interest income		—			(1.0	)		(0.3	)		1.2			(0.1	)
Other (income) expense, net		—			(0.5	)		(5.2	)		—			(5.7	)
(Loss) income before income taxes		(56.8	)		100.1			9.3			—			52.6
Income taxes		(22.1	)		35.4			1.9			—			15.2
Equity in net income (loss) of subsidiaries		72.1			7.4			—			(79.5	)		—
Net income (loss)	$	37.4		$	72.1		$	7.4		$	(79.5	)	$	37.4

Condensed Supplemental Consolidating Statement of Operations

Nine Months Ended September 30, 2017

(In millions)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	4,353.3		$	498.8		$	(244.9	)	$	4,607.2
Cost of sales		—			3,596.9			431.8			(244.9	)		3,783.8
Gross profit		—			756.4			67.0			—			823.4
Selling, general, and administrative expense		86.0			408.0			30.3			—			524.3
Amortization expense		9.4			69.2			7.2			—			85.8
Other operating expense, net		2.4			107.4			2.1			—			111.9
Operating (loss) income		(97.8	)		171.8			27.4			—			101.4
Interest expense		94.2			0.3			4.8			(6.4	)		92.9
Interest income		(2.2	)		(6.4	)		(1.3	)		6.4			(3.5	)
Other (income) expense, net		(0.8	)		(1.8	)		0.8			—			(1.8	)
(Loss) income before income taxes		(189.0	)		179.7			23.1			—			13.8
Income taxes		(72.6	)		59.2			4.4			—			(9.0	)
Equity in net income (loss) of subsidiaries		139.2			18.7			—			(157.9	)		—
Net income (loss)	$	22.8		$	139.2		$	18.7		$	(157.9	)	$	22.8

Condensed Supplemental Consolidating Statement of Operations

Nine Months Ended September 30, 2016

(In millions)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	4,161.1		$	459.8		$	(222.4	)	$	4,398.5
Cost of sales		—			3,448.0			396.9			(222.4	)		3,622.5
Gross profit		—			713.1			62.9			—			776.0
Selling, general, and administrative expense		100.1			394.1			42.4			—			536.6
Amortization expense		6.8			67.1			7.0			—			80.9
Other operating expense, net		—			8.8			1.5			—			10.3
Operating (loss) income		(106.9	)		243.1			12.0			—			148.2
Interest expense		87.4			0.2			4.0			(3.6	)		88.0
Interest income		(2.2	)		(3.9	)		(1.0	)		3.6			(3.5	)
Other (income), net		—			(2.5	)		(3.8	)		—			(6.3	)
(Loss) income before income taxes		(192.1	)		249.3			12.8			—			70.0
Income taxes		(73.4	)		90.1			0.1			—			16.8
Equity in net income (loss) of subsidiaries		171.9			12.7			—			(184.6	)		—
Net income (loss)	$	53.2		$	171.9		$	12.7		$	(184.6	)	$	53.2

Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss)

Three Months Ended September 30, 2017

(In millions)

	Parent		Guarantor		Non-Guarantor
	Company		Subsidiaries		Subsidiaries		Eliminations			Consolidated
Net income (loss)	$	28.8	$	64.9	$	4.9	$	(69.8	)	$	28.8
Other comprehensive income:
Foreign currency translation adjustments		—		—		18.0		—			18.0
Pension and postretirement reclassification    adjustment, net of tax		—		0.1		—		—			0.1
Other comprehensive income		—		0.1		18.0		—			18.1
Equity in other comprehensive income (loss) of    subsidiaries		18.1		18.0		—		(36.1	)		—
Comprehensive income (loss)	$	46.9	$	83.0	$	22.9	$	(105.9	)	$	46.9

Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss)

Three Months Ended September 30, 2016

(In millions)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	37.4		$	72.1		$	7.4		$	(79.5	)	$	37.4
Other comprehensive income:
Foreign currency translation adjustments		—			—			(7.3	)		—			(7.3	)
Pension and postretirement reclassification    adjustment, net of tax		—			0.3			—			—			0.3
Other comprehensive income (loss)		—			0.3			(7.3	)		—			(7.0	)
Equity in other comprehensive (loss) income of    subsidiaries		(7.0	)		(7.3	)		—			14.3			—
Comprehensive income (loss)	$	30.4		$	65.1		$	0.1		$	(65.2	)	$	30.4

Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss)

Nine Months Ended September 30, 2017

(In millions)

	Parent		Guarantor		Non-Guarantor
	Company		Subsidiaries		Subsidiaries		Eliminations			Consolidated
Net income (loss)	$	22.8	$	139.2	$	18.7	$	(157.9	)	$	22.8
Other comprehensive income:
Foreign currency translation adjustments		—		—		34.5		—			34.5
Pension and postretirement reclassification    adjustment, net of tax		—		7.2		—		—			7.2
Other comprehensive income		—		7.2		34.5		—			41.7
Equity in other comprehensive income (loss) of    subsidiaries		41.7		34.5		—		(76.2	)		—
Comprehensive income (loss)	$	64.5	$	180.9	$	53.2	$	(234.1	)	$	64.5

Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss)

Nine Months Ended September 30, 2016

(In millions)

	Parent		Guarantor		Non-Guarantor
	Company		Subsidiaries		Subsidiaries		Eliminations			Consolidated
Net income (loss)	$	53.2	$	171.9	$	12.7	$	(184.6	)	$	53.2
Other comprehensive income:
Foreign currency translation adjustments		—		—		21.6		—			21.6
Pension and postretirement reclassification    adjustment, net of tax		—		0.8		—		—			0.8
Other comprehensive income		—		0.8		21.6		—			22.4
Equity in other comprehensive income (loss) of    subsidiaries		22.4		21.6		—		(44.0	)		—
Comprehensive income (loss)	$	75.6	$	194.3	$	34.3	$	(228.6	)	$	75.6

Condensed Supplemental Consolidating Statement of Cash Flows

Nine Months Ended September 30, 2017

(In millions)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating    activities	$	13.4		$	406.0		$	1.4		$	(157.4	)	$	263.4
Cash flows from investing activities:
Additions to property, plant, and equipment		(1.6	)		(87.4	)		(13.5	)		—			(102.5	)
Additions to intangible assets		(17.7	)		(0.8	)		(0.1	)		—			(18.6	)
Intercompany transfer		69.8			(128.2	)		—			58.4			—
Proceeds from sale of fixed assets		—			7.2			—			—			7.2
Proceeds from divestiture		—			19.0			0.3			—			19.3
Other		—			—			(1.0	)		—			(1.0	)
Net cash provided by (used in) investing    activities		50.5			(190.2	)		(14.3	)		58.4			(95.6	)
Cash flows from financing activities:
Net (repayment) borrowing of debt		(100.8	)		(2.2	)		(0.1	)		—			(103.1	)
Intercompany transfer		109.2			(213.6	)		5.4			99.0			—
Receipts related to stock-based award activities		11.1			—			—			—			11.1
Payments related to stock-based award activities		(6.7	)		—			—			—			(6.7	)
Net cash provided by (used in) financing    activities		12.8			(215.8	)		5.3			99.0			(98.7	)
Effect of exchange rate changes on cash and cash    equivalents		—			—			0.7			—			0.7
Increase (decrease) in cash and cash equivalents		76.7			—			(6.9	)		—			69.8
Cash and cash equivalents, beginning of period		—			0.2			61.9			—			62.1
Cash and cash equivalents, end of period	$	76.7		$	0.2		$	55.0		$	—		$	131.9

Condensed Supplemental Consolidating Statement of Cash Flows

Nine Months Ended September 30, 2016

(In millions)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in)  operating    activities	$	94.2		$	398.7		$	(10.7	)	$	(183.8	)	$	298.4
Cash flows from investing activities:
Additions to property, plant, and equipment		(2.8	)		(119.9	)		(9.2	)		—			(131.9	)
Additions to intangible assets		(8.2	)		(2.7	)		—			—			(10.9	)
Intercompany transfer		32.4			(78.4	)		—			46.0			—
Acquisitions, less cash acquired		(2,687.7	)		0.3			43.0			—			(2,644.4	)
Proceeds from sale of fixed assets		—			1.5			—			—			1.5
Other		—			(0.6	)		(0.8	)		—			(1.4	)
Net cash (used in) provided by investing    activities		(2,666.3	)		(199.8	)		33.0			46.0			(2,787.1	)
Cash flows from financing activities:
Net borrowing (repayment) of debt		1,700.1			(2.6	)		—			—			1,697.5
Payment of deferred financing costs		(34.3	)		—			—			—			(34.3	)
Intercompany transfer		61.9			(196.4	)		(3.3	)		137.8			—
Net proceeds from issuance of common stock		835.1			—			—			—			835.1
Receipts related to stock-based award activities		7.6			—			—			—			7.6
Payments related to stock-based award activities		(8.7	)		—			—			—			(8.7	)
Net cash provided by (used in) financing    activities		2,561.7			(199.0	)		(3.3	)		137.8			2,497.2
Effect of exchange rate changes on cash and cash    equivalents		—			—			3.8			—			3.8
(Decrease) increase in cash and cash equivalents		(10.4	)		(0.1	)		22.8			—			12.3
Cash and cash equivalents, beginning of period		10.4			0.1			24.4			—			34.9
Cash and cash equivalents, end of period	$	—		$	—		$	47.2		$	—		$	47.2

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Subsequent Events

9 Months Ended

Sep. 30, 2017

Subsequent Events [Abstract]

Subsequent Events

21. SUBSEQUENT EVENTS

On November 2, 2017, the Company announced that the Board of Directors adopted a stock repurchase program. The stock repurchase program authorizes the Company to repurchase up to $400 million of the Company’s common stock at any time, or from time to time. Any repurchases under the program may be made by means of open market transactions, negotiated block transactions, or otherwise, including pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The size and timing of any repurchases will depend on price, market and business conditions, and other factors. Provided, however, that the Company is authorized to enter into an administrative repurchase plan for $50 million of the $400 million in the twelve months following November, 6 2017. The Company will repurchase shares opportunistically with a total annual cap of $150 million. Any shares repurchased will be held as treasury stock.

On October 29, 2017 Mr. Robert Aiken resigned as the Company’s President and Chief Operating Officer. The Company is in discussions with Mr. Aiken regarding the satisfaction of his monetary obligations to the Company under his employment agreement.

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Restructuring and Margin Improvement Activities (Tables)

9 Months Ended

Sep. 30, 2017

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	November18, 2015	First quarter of 2016	Third quarter of 2016	Liquid non-dairy creamer and refrigerated salad dressings	Beverages, Condiments	$	6.9	$	3.8
Ayer, Massachusetts	April 5, 2016	First quarter of 2017	Third quarter of 2017	Spoonable dressings	Condiments		5.9		4.1
Azusa,California	May 24, 2016	First quarter of 2017	Third quarter of 2017	Bars and snack products	Snacks		19.5		16.1
Ripon, Wisconsin	May 24, 2016	Fourth quarter of 2016	Fourth quarter of 2016	Sugar wafer cookies	Baked Goods		0.9		1.2
Delta, British Columbia	November 3, 2016	Fourth quarter of 2017	First quarter of 2018	Frozen griddle products	Baked Goods		3.7		2.7
Battle Creek, Michigan	November 3, 2016	(1)	(1)	Ready-to-eat cereal	Meals		10.4		2.8

(1) The downsizing of this facility began in January 2017 and is expected to last approximately 15 months.

Reconciliation of Liabilities

The table below presents a reconciliation of the liabilities as of September 30, 2017:

	Severance			MultiemployerPension PlanWithdrawal		Other Costs			Total Liabilities
	(In millions)
Balance as of December 31, 2016	$	3.5		$	0.8	$	-		$	4.3
Expense		6.6			—		2.4			9.0
Payments		(4.2	)		—		(0.5	)		(4.7	)
Adjustments		(0.3	)		—		—			(0.3	)
Balance as of September 30, 2017	$	5.6		$	0.8	$	1.9		$	8.3

TreeHouse 2020 Restructuring Plan

Aggregate Expenses Incurred Associated with Facility Closure

Below is a summary of costs by type associated with TreeHouse 2020:

	ThreeMonths Ended		Nine Months Ended		Cumulative Costs		Total Expected
	September 30, 2017		September 30, 2017		To Date		Costs
	(In millions)
Asset-related	$	8.0	$	8.0	$	8.0	$	14.8
Employee-related		4.3		4.3		4.3		7.0
Other costs		2.4		2.4		2.4		22.7
Total	$	14.7	$	14.7	$	14.7	$	44.5

Restructuring Plans Other Than TreeHouse 2020

Aggregate Expenses Incurred Associated with Facility Closure

Below is a summary of the plant closing costs by type of cost:

	ThreeMonths Ended September 30,				Nine Months Ended September 30,				Cumulative Costs		Total Expected
	2017		2016		2017		2016		To Date		Costs
	(In millions)
Asset-related	$	0.8	$	1.0	$	4.3	$	2.5	$	14.5	$	16.6
Employee-related		0.2		2.2		2.9		4.1		10.2		11.9
Other closure costs		1.9		2.7		12.2		3.8		16.7		18.8
Total	$	2.9	$	5.9	$	19.4	$	10.4	$	41.4	$	47.3

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Acquisitions (Tables) - Private brands business of ConAgra Foods

9 Months Ended

Sep. 30, 2017

Purchase Price Allocation to Net Tangible and Intangible Assets Acquired and Liabilities Assumed

We have completed the purchase price allocation to net tangible and intangible assets acquired and liabilities assumed as follows:

	(In millions)
Cash	$	43.3
Receivables		162.7
Inventory		443.7
Property, plant, and equipment		809.6
Customer relationships		510.9
Trade names		33.0
Software		19.6
Formulas		23.2
Other assets		50.2
Goodwill		1,141.2
Assets acquired		3,237.4
Deferred taxes		(152.8	)
Assumed current liabilities		(246.6	)
Assumed long-term liabilities		(150.3	)
Total purchase price	$	2,687.7

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, 2016. 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 were $35.2 million of costs incurred by the Company in connection with the acquisition. 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.

	NineMonths Ended September 30, 2016
	(In millions, except per share data)
Pro forma net sales	$	4,722.4
Pro forma net income	$	74.9
Pro forma basic earnings per common share	$	1.32
Pro forma diluted earnings per common share	$	1.30

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Inventories (Tables)

9 Months Ended

Sep. 30, 2017

Inventory Disclosure [Abstract]

Inventories

	September 30,			December 31,
	2017			2016
	(In millions)
Raw materials and supplies	$	544.2		$	429.4
Finished goods		618.5			571.9
LIFO reserve		(25.2	)		(23.3	)
Total inventories	$	1,137.5		$	978.0

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Property, Plant, and Equipment (Tables)

9 Months Ended

Sep. 30, 2017

Property Plant And Equipment [Abstract]

Property, Plant, and Equipment

	September 30,			December 31,
	2017			2016
	(In millions)
Land	$	70.3		$	71.2
Buildings and improvements		454.3			465.3
Machinery and equipment		1,278.4			1,324.5
Construction in progress		74.0			85.0
Total		1,877.0			1,946.0
Less accumulated depreciation		(587.2	)		(586.7	)
Property, plant, and equipment, net	$	1,289.8		$	1,359.3

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Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2017

Goodwill And Intangible Assets Disclosure [Abstract]

Changes in Carrying Amount of Goodwill

Changes in the carrying amount of goodwill for the nine months ended September 30, 2017 are as follows:

	Baked
	Goods		Beverages		Condiments		Meals		Snacks		Total
	(In millions)
Balance at January 1, 2017	$	554.2	$	713.2	$	433.1	$	470.6	$	276.1	$	2,447.2
Purchase price adjustments		1.4		—		0.2		1.1		0.3		3.0
Foreign currency exchange adjustments		—		3.8		5.2		—		—		9.0
Balance at September 30, 2017	$	555.6	$	717.0	$	438.5	$	471.7	$	276.4	$	2,459.2

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 September 30, 2017 and December 31, 2016 are as follows:

	September 30, 2017		December 31, 2016
	(In millions)
Trademarks	$	22.8	$	21.6
Total indefinite lived intangibles	$	22.8	$	21.6

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 September 30, 2017 and December 31, 2016 are as follows:

	September 30, 2017							December 31, 2016
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
	(In millions)							(In millions)
Intangible assets with finite lives:
Customer-related	$	1,266.6	$	(341.2	)	$	925.4	$	1,284.3	$	(293.3	)	$	991.0
Contractual agreements		2.8		(2.8	)		—		3.0		(2.9	)		0.1
Trademarks		69.6		(27.4	)		42.2		69.6		(23.6	)		46.0
Formulas/recipes		33.8		(16.9	)		16.9		33.7		(12.8	)		20.9
Computer software		130.8		(69.8	)		61.0		115.7		(57.7	)		58.0
Total finite lived intangibles	$	1,503.6	$	(458.1	)	$	1,045.5	$	1,506.3	$	(390.3	)	$	1,116.0

Estimated Amortization Expense on Intangible Assets

Estimated amortization expense on intangible assets for 2017 and the next four years is as follows:

	(In millions)
2017	$	114.7
2018		108.4
2019		105.9
2020		103.6
2021		94.1

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Accounts Payable and Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2017

Payables And Accruals [Abstract]

Accounts Payable and Accrued Expenses

	September 30,		December 31,
	2017		2016
	(In millions)
Accounts payable	$	652.5	$	458.1
Payroll and benefits		58.2		78.5
Interest		7.4		24.1
Taxes		10.8		31.0
Health insurance, workers’ compensation, and other insurance costs		27.4		17.2
Marketing expenses		9.5		12.4
Other accrued liabilities		8.0		5.5
Total	$	773.8	$	626.8

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Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Long-Term Debt

	September 30,			December 31,
	2017			2016
	(In millions)
Revolving Credit Facility	$	120.0		$	170.0
Term Loan A		276.7			288.0
Term Loan A-1		172.5			180.0
Term Loan A-2		973.8			1,005.8
2022 Notes		400.0			400.0
2024 Notes		775.0			775.0
Other debt		3.0			5.7
Total outstanding debt		2,721.0			2,824.5
Deferred financing costs		(28.5	)		(33.3	)
Less current portion		(72.1	)		(66.4	)
Total long-term debt	$	2,620.4		$	2,724.8

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

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 September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(In millions, except per share data)
Net income	$	28.8	$	37.4	$	22.8	$	53.2
Weighted average common shares outstanding		57.3		56.8		57.1		55.4
Assumed exercise/vesting of equity awards (1)		0.4		0.8		0.6		0.8
Weighted average diluted common shares outstanding		57.7		57.6		57.7		56.2
Net earnings per basic share	$	0.50	$	0.66	$	0.40	$	0.96
Net earnings per diluted share	$	0.50	$	0.65	$	0.40	$	0.95

(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 1.7 million and 1.4 million for the three and nine months ended September 30, 2017, respectively, and 0.4 million and 0.7 million for the three and nine months ended September 30, 2016, respectively.

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Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2017

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Stock Option Activity

The following table summarizes stock option activity during the nine months ended September 30, 2017.

									Weighted
							Weighted		Average
							Average		Remaining		Aggregate
	Employee			Director			Exercise		Contractual		Intrinsic
	Options			Options			Price		Term (yrs)		Value
	(In thousands)										(In millions)
Outstanding, at December 31, 2016		2,069			20		$	64.77		5.8	$	28.9
Granted		481			—			84.16
Forfeited		(87	)		—			87.85
Exercised		(257	)		(16	)		40.83
Expired		(2	)		—			87.83
Outstanding, at September 30, 2017		2,204			4			71.03		6.3		16.3
Vested/expected to vest, at September 30, 2017		2,140			4			70.57		6.2		16.3
Exercisable, at September 30, 2017		1,404			4			61.99		4.7		16.3

Highlight of Stock Options Activity

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(In millions)				(In millions)
Compensation expense	$	2.3	$	2.0	$	6.8	$	5.5
Intrinsic value of stock options exercised		0.9		0.1		11.0		6.1
Tax benefit recognized from stock option exercises		0.4		0.1		4.2		2.2

Summary of Restricted Stock Unit Activity

The following table summarizes the restricted stock unit activity during the nine months ended September 30, 2017:

				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, 2016		516		$	87.03		104		$	57.78
Granted		316			82.60		17			84.66
Vested		(169	)		85.02		(4	)		100.30
Forfeited		(61	)		87.60		—			—
Outstanding, at September 30, 2017		602			85.19		117			60.21

Highlights of Restricted Stock Unit Activity

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(In millions)				(In millions)
Compensation expense	$	5.5	$	4.9	$	17.3	$	12.9
Fair value of vested restricted stock units		0.7		2.8		13.7		15.9
Tax benefit recognized from vested restricted stock units		0.3		1.0		5.0		5.7

Summary of Performance Unit Activity

The following table summarizes the performance unit activity during the nine months ended September 30, 2017:

				Weighted
				Average
	Performance			Grant Date
	Units			Fair Value
	(In thousands)
Unvested, at December 31, 2016		246		$	85.16
Granted		114			86.66
Vested		(72	)		79.89
Forfeited		(18	)		87.02
Unvested, at September 30, 2017		270			86.23

Highlight of Performance Unit Activity

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017		2016
	(In millions)						(In millions)
Compensation expense	$	(1.2	)	$	1.6		$	1.1	$	4.4
Fair value of vested performance units		—			(1.8	)		6.5		9.6
Tax benefit recognized from performance units vested		—			—			2.5		4.1

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Accumulated Other Comprehensive Loss (Tables)

9 Months Ended

Sep. 30, 2017

Equity [Abstract]

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 millions)
Balance at December 31, 2016	$	(89.4	)	$	(11.9	)	$	(101.3	)
Other comprehensive income		34.5			—			34.5
Reclassifications from accumulated other comprehensive loss		—			7.2			7.2
Other comprehensive income		34.5			7.2			41.7
Balance at September 30, 2017	$	(54.9	)	$	(4.7	)	$	(59.6	)

				Unrecognized			Accumulated
	Foreign			Pension and			Other
	Currency			Postretirement			Comprehensive
	Translation (1)			Benefits (2)			Loss
	(In millions)
Balance at December 31, 2015	$	(100.5	)	$	(13.0	)	$	(113.5	)
Other comprehensive income		21.6			—			21.6
Reclassifications from accumulated other comprehensive loss		—			0.8			0.8
Other comprehensive income		21.6			0.8			22.4
Balance at September 30, 2016	$	(78.9	)	$	(12.2	)	$	(91.1	)

(1) The foreign currency translation adjustment is not net of tax, as the Company’s investments in its foreign subsidiaries are considered to be permanent.

(2) The unrecognized pension and postretirement benefits reclassification is presented net of tax of $4.4 million and $0.5 million for the nine months ended September 30, 2017 and 2016, respectively.

Reclassifications from Accumulated Other Comprehensive Loss

The Condensed Consolidated Statements of Operations 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 Operations
	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(In millions)				(In millions)
Amortization of defined benefit pension and postretirement items:
Prior service costs	$	—	$	—	$	0.1	$	0.2	(a)
Unrecognized net loss		0.1		0.4		0.7		1.1	(a)
Actuarial adjustment		—		—		2.1		—	(b)
Divestiture		—		—		8.7		—	Other operating expense, net
Total before tax		0.1		0.4		11.6		1.3
Income taxes		—		0.1		4.4		0.5	Income taxes
Net of tax	$	0.1	$	0.3	$	7.2	$	0.8

(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 Operations.

(b) Represents the actuarial adjustment that was recorded in conjunction with the divestiture of a pension plan and a postretirement benefit plan in the second quarter of 2017.

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Employee Retirement and Postretirement Benefits (Tables)

9 Months Ended

Sep. 30, 2017

Compensation And Retirement Disclosure [Abstract]

Summary of Net Periodic Cost of Pension and Postretirement Benefit Plans

Components of net periodic pension expense are as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
	(In millions)						(In millions)
Service cost	$	0.8		$	1.3		$	2.9		$	3.6
Interest cost		3.6			4.1			11.4			11.2
Expected return on plan assets		(4.2	)		(4.5	)		(13.3	)		(12.2	)
Amortization of unrecognized prior service cost		—			—			0.1			0.2
Amortization of unrecognized net loss		0.1			0.4			0.7			1.1
Net periodic pension cost	$	0.3		$	1.3		$	1.8		$	3.9

The Company does not expect to make any contributions to the pension plans in 2017.

Components of net periodic postretirement expense are as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
	(In millions)				(In millions)
Interest cost	$	0.3	$	0.3	$	0.9	$	0.9
Net periodic postretirement cost	$	0.3	$	0.3	$	0.9	$	0.9

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Other Operating Expense, Net (Tables)

9 Months Ended

Sep. 30, 2017

Other Income And Expenses [Abstract]

Other Operating Expense, Net

The Company incurred other operating expense for the three and nine months ended September 30, 2017 and 2016, which consisted of the following:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
	(In millions)				(In millions)
Restructuring	$	10.5	$	4.9	$	26.0	$	9.0
Loss on divestiture		0.4		—		85.6		—
Other		0.2		0.4		0.3		1.3
Total other operating expense, net	$	11.1	$	5.3	$	111.9	$	10.3

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Derivative Instruments (Tables)

9 Months Ended

Sep. 30, 2017

Derivative Instruments And Hedging Activities Disclosure [Abstract]

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	September 30, 2017		December 31, 2016
		(In millions)
Asset Derivatives
Commodity contracts	Prepaid expenses and other current assets	$	2.5	$	1.0
Foreign currency contracts	Prepaid expenses and other current assets		0.6		0.7
Interest rate swap agreements	Prepaid expenses and other current assets		9.6		10.4
		$	12.7	$	12.1
Liability Derivatives
Commodity contracts	Accounts payable and accrued expenses	$	0.4	$	0.5
Foreign currency contracts	Accounts payable and accrued expenses		1.2		—
		$	1.6	$	0.5

Gains and Losses on Derivative Contracts

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

		Three Months Ended						Nine Months Ended
	Location of Gain (Loss)	September 30,						September 30,
	Recognized in Net Income	2017			2016			2017			2016
		(In millions)						(In millions)
Mark-to-market unrealized gain (loss):
Commodity contracts	Other (income) expense, net	$	2.6		$	2.3		$	1.5		$	3.3
Foreign currency contracts	Other (income) expense, net		(0.5	)		2.1			(1.3	)		(0.2	)
Interest rate swap agreements	Other (income) expense, net		(0.3	)		2.4			(0.8	)		0.8
Total unrealized gain (loss)			1.8			6.8			(0.6	)		3.9
Realized gain (loss):
Commodity contracts	Manufacturing related to Cost of sales and transportation related to Selling and distribution		(0.2	)		0.1			(0.4	)		(0.9	)
Foreign currency contracts	Cost of sales		(1.3	)		(1.3	)		(0.1	)		(3.3	)
Interest rate swap agreements	Interest expense		0.5			—			0.6			—
Total realized (loss) gain			(1.0	)		(1.2	)		0.1			(4.2	)
Total gain (loss)		$	0.8		$	5.6		$	(0.5	)	$	(0.3	)

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Fair Value (Tables)

9 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

Carrying Value and Fair Value of Financial Instruments

The following table presents the carrying value and fair value of our financial instruments as of September 30, 2017 and December 31, 2016:

	September 30, 2017						December 31, 2016
	Carrying Value			Fair Value			Carrying Value			Fair Value			Level
	(In millions)						(In millions)
Not recorded at fair value (liability):
Revolving Credit Facility	$	(120.0	)	$	(118.8	)	$	(170.0	)	$	(167.1	)		2
Term Loan A		(276.7	)		(277.2	)		(288.0	)		(288.1	)		2
Term Loan A-1		(172.5	)		(172.8	)		(180.0	)		(180.3	)		2
Term Loan A-2		(973.8	)		(975.4	)		(1,005.8	)		(1,007.4	)		2
2022 Notes		(400.0	)		(411.0	)		(400.0	)		(410.0	)		2
2024 Notes		(775.0	)		(829.3	)		(775.0	)		(809.9	)		2
Recorded on a recurring basis at fair value    asset (liability):
Commodity contracts	$	2.1		$	2.1		$	0.5		$	0.5			2
Foreign currency contracts		(0.6	)		(0.6	)		0.7			0.7			2
Interest rate swap agreements		9.6			9.6			10.4			10.4			2
Investments		13.2			13.2			10.4			10.4			1

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Segment and Geographic Information and Major Customers (Tables)

9 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

Financial Information Relating to Reportable Segments

Financial information relating to the Company’s reportable segments is as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
	(In millions)						(In millions)
Net sales to external customers:
Baked Goods	$	351.2		$	329.4		$	1,016.6		$	871.8
Beverages		244.9			234.9			759.1			672.7
Condiments		333.8			322.9			988.8			959.0
Meals		284.6			347.9			897.0			937.3
Snacks		332.6			351.7			940.2			967.5
Unallocated		1.7			0.1			5.5			(9.8	)
Total	$	1,548.8		$	1,586.9		$	4,607.2		$	4,398.5
Direct operating income:
Baked Goods	$	46.9		$	33.8		$	121.3		$	97.4
Beverages		51.7			63.8			170.7			175.6
Condiments		34.4			38.0			102.2			115.0
Meals		32.1			33.1			99.9			88.9
Snacks		1.8			18.5			24.4			47.3
Total		166.9			187.2			518.5			524.2
Unallocated selling, general, and administrative expenses		(66.0	)		(74.3	)		(228.1	)		(254.2	)
Unallocated cost of sales (1)		(5.2	)		(1.5	)		3.2			(20.8	)
Unallocated corporate expense and other		(37.9	)		(33.8	)		(192.2	)		(101.0	)
Operating income		57.8			77.6			101.4			148.2
Other expense		(27.7	)		(25.0	)		(87.6	)		(78.2	)
Income before income taxes	$	30.1		$	52.6		$	13.8		$	70.0

(1) Includes charges related to restructuring and margin improvement activities, and other costs managed at corporate.

Net Sales by Major Products

Product Information — The following table presents the Company’s net sales by major products for the three and nine months ended September 30, 2017 and 2016. In the first quarter of 2017, the Company changed the product categories to align with the changes in organizational structure described above. All prior period information has been recast to reflect this change.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
	(In millions)				(In millions)
Products:
Dressings and sauces	$	250.4	$	241.9	$	738.6	$	711.3
Snack nuts		224.9		207.0		609.1		555.0
Baked products		181.8		162.3		502.6		432.4
Retail bakery		169.4		167.1		514.0		439.4
Beverages		168.1		161.9		518.9		448.0
Pasta and dry dinners		147.8		146.6		420.6		384.0
Cereals and other meals		136.8		201.3		476.4		553.3
Trail mix and bars		109.4		144.8		336.6		402.7
Pickles		83.4		81.0		250.2		247.7
Beverage enhancers		76.8		73.0		240.2		224.7
Total net sales	$	1,548.8	$	1,586.9	$	4,607.2	$	4,398.5

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GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Tables)

9 Months Ended

Sep. 30, 2017

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Condensed Supplemental Consolidating Balance Sheet

Condensed Supplemental Consolidating Balance Sheet

September 30, 2017

(In millions)

	Parent			Guarantor		Non-Guarantor
	Company			Subsidiaries		Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	76.7		$	0.2	$	55.0	$	—		$	131.9
Investments		—			—		13.2		—			13.2
Accounts receivable, net		—			377.6		54.5		—			432.1
Inventories, net		—			1,008.3		129.2		—			1,137.5
Prepaid expenses and other current assets		71.7			17.6		21.1		—			110.4
Total current assets		148.4			1,403.7		273.0		—			1,825.1
Property, plant, and equipment, net		27.9			1,104.8		157.1		—			1,289.8
Goodwill		—			2,333.7		125.5		—			2,459.2
Investment in subsidiaries		5,212.5			572.0		—		(5,784.5	)		—
Intercompany accounts (payable) receivable, net		(152.7	)		137.4		15.3		—			—
Deferred income taxes		23.4			—		—		(23.4	)		—
Intangible and other assets, net		59.4			945.3		106.8		—			1,111.5
Total assets	$	5,318.9		$	6,496.9	$	677.7	$	(5,807.9	)	$	6,685.6
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	25.3		$	675.3	$	73.2	$	—		$	773.8
Current portion of long-term debt		70.8			1.2		0.1		—			72.1
Total current liabilities		96.1			676.5		73.3		—			845.9
Long-term debt		2,618.7			1.5		0.2		—			2,620.4
Deferred income taxes		—			418.7		26.1		(23.4	)		421.4
Other long-term liabilities		6.8			187.7		6.1		—			200.6
Stockholders’ equity		2,597.3			5,212.5		572.0		(5,784.5	)		2,597.3
Total liabilities and stockholders’ equity	$	5,318.9		$	6,496.9	$	677.7	$	(5,807.9	)	$	6,685.6

Condensed Supplemental Consolidating Balance Sheet

December 31, 2016

(In millions)

	Parent		Guarantor			Non-Guarantor
	Company		Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	0.2		$	61.9		$	—		$	62.1
Investments		—		—			10.4			—			10.4
Accounts receivable, net		—		372.9			56.1			—			429.0
Inventories, net		—		869.6			108.4			—			978.0
Assets held for sale		—		3.6			—			—			3.6
Prepaid expenses and other current assets		23.6		36.7			17.3			—			77.6
Total current assets		23.6		1,283.0			254.1			—			1,560.7
Property, plant, and equipment, net		31.3		1,181.0			147.0			—			1,359.3
Goodwill		—		2,330.8			116.4			—			2,447.2
Investment in subsidiaries		5,031.5		519.4			—			(5,550.9	)		—
Intercompany accounts receivable (payable), net		199.6		(196.9	)		(2.7	)		—			—
Deferred income taxes		20.7		—			—			(20.7	)		—
Intangible and other assets, net		53.9		1,018.0			106.7			—			1,178.6
Total assets	$	5,360.6	$	6,135.3		$	621.5		$	(5,571.6	)	$	6,545.8
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	61.3	$	493.1		$	72.4		$	—		$	626.8
Current portion of long-term debt		63.1		3.2			0.1			—			66.4
Total current liabilities		124.4		496.3			72.5			—			693.2
Long-term debt		2,722.3		2.2			0.3			—			2,724.8
Deferred income taxes		—		418.3			24.6			(20.7	)		422.2
Other long-term liabilities		10.6		187.0			4.7			—			202.3
Stockholders’ equity		2,503.3		5,031.5			519.4			(5,550.9	)		2,503.3
Total liabilities and stockholders’ equity	$	5,360.6	$	6,135.3		$	621.5		$	(5,571.6	)	$	6,545.8

Condensed Supplemental Consolidating Statement of Operations

Condensed Supplemental Consolidating Statement of Operations

Three Months Ended September 30, 2017

(In millions)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,458.0		$	175.9		$	(85.1	)	$	1,548.8
Cost of sales		—			1,221.5			152.3			(85.1	)		1,288.7
Gross profit		—			236.5			23.6			—			260.1
Selling, general, and administrative expense		23.9			128.5			10.3			—			162.7
Amortization expense		3.3			22.7			2.5			—			28.5
Other operating expense, net		2.4			8.0			0.7			—			11.1
Operating (loss) income		(29.6	)		77.3			10.1			—			57.8
Interest expense		31.3			0.1			3.8			(3.8	)		31.4
Interest income		—			(3.8	)		(0.4	)		3.8			(0.4	)
Other (income) expense, net		(2.4	)		(1.7	)		0.8			—			(3.3	)
(Loss) income before income taxes		(58.5	)		82.7			5.9			—			30.1
Income taxes		(22.4	)		22.7			1.0			—			1.3
Equity in net income (loss) of subsidiaries		64.9			4.9			—			(69.8	)		—
Net income (loss)	$	28.8		$	64.9		$	4.9		$	(69.8	)	$	28.8

Condensed Supplemental Consolidating Statement of Operations

Three Months Ended September 30, 2016

(In millions)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,501.8		$	167.0		$	(81.9	)	$	1,586.9
Cost of sales		—			1,240.2			143.0			(81.9	)		1,301.3
Gross profit		—			261.6			24.0			—			285.6
Selling, general, and administrative expense		23.5			134.5			16.1			—			174.1
Amortization expense		2.3			23.9			2.4			—			28.6
Other operating expense, net		—			4.7			0.6			—			5.3
Operating (loss) income		(25.8	)		98.5			4.9			—			77.6
Interest expense		31.0			(0.1	)		1.1			(1.2	)		30.8
Interest income		—			(1.0	)		(0.3	)		1.2			(0.1	)
Other (income) expense, net		—			(0.5	)		(5.2	)		—			(5.7	)
(Loss) income before income taxes		(56.8	)		100.1			9.3			—			52.6
Income taxes		(22.1	)		35.4			1.9			—			15.2
Equity in net income (loss) of subsidiaries		72.1			7.4			—			(79.5	)		—
Net income (loss)	$	37.4		$	72.1		$	7.4		$	(79.5	)	$	37.4

Condensed Supplemental Consolidating Statement of Operations

Nine Months Ended September 30, 2017

(In millions)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	4,353.3		$	498.8		$	(244.9	)	$	4,607.2
Cost of sales		—			3,596.9			431.8			(244.9	)		3,783.8
Gross profit		—			756.4			67.0			—			823.4
Selling, general, and administrative expense		86.0			408.0			30.3			—			524.3
Amortization expense		9.4			69.2			7.2			—			85.8
Other operating expense, net		2.4			107.4			2.1			—			111.9
Operating (loss) income		(97.8	)		171.8			27.4			—			101.4
Interest expense		94.2			0.3			4.8			(6.4	)		92.9
Interest income		(2.2	)		(6.4	)		(1.3	)		6.4			(3.5	)
Other (income) expense, net		(0.8	)		(1.8	)		0.8			—			(1.8	)
(Loss) income before income taxes		(189.0	)		179.7			23.1			—			13.8
Income taxes		(72.6	)		59.2			4.4			—			(9.0	)
Equity in net income (loss) of subsidiaries		139.2			18.7			—			(157.9	)		—
Net income (loss)	$	22.8		$	139.2		$	18.7		$	(157.9	)	$	22.8

Condensed Supplemental Consolidating Statement of Operations

Nine Months Ended September 30, 2016

(In millions)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	4,161.1		$	459.8		$	(222.4	)	$	4,398.5
Cost of sales		—			3,448.0			396.9			(222.4	)		3,622.5
Gross profit		—			713.1			62.9			—			776.0
Selling, general, and administrative expense		100.1			394.1			42.4			—			536.6
Amortization expense		6.8			67.1			7.0			—			80.9
Other operating expense, net		—			8.8			1.5			—			10.3
Operating (loss) income		(106.9	)		243.1			12.0			—			148.2
Interest expense		87.4			0.2			4.0			(3.6	)		88.0
Interest income		(2.2	)		(3.9	)		(1.0	)		3.6			(3.5	)
Other (income), net		—			(2.5	)		(3.8	)		—			(6.3	)
(Loss) income before income taxes		(192.1	)		249.3			12.8			—			70.0
Income taxes		(73.4	)		90.1			0.1			—			16.8
Equity in net income (loss) of subsidiaries		171.9			12.7			—			(184.6	)		—
Net income (loss)	$	53.2		$	171.9		$	12.7		$	(184.6	)	$	53.2

Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss)

Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss)

Three Months Ended September 30, 2017

(In millions)

	Parent		Guarantor		Non-Guarantor
	Company		Subsidiaries		Subsidiaries		Eliminations			Consolidated
Net income (loss)	$	28.8	$	64.9	$	4.9	$	(69.8	)	$	28.8
Other comprehensive income:
Foreign currency translation adjustments		—		—		18.0		—			18.0
Pension and postretirement reclassification    adjustment, net of tax		—		0.1		—		—			0.1
Other comprehensive income		—		0.1		18.0		—			18.1
Equity in other comprehensive income (loss) of    subsidiaries		18.1		18.0		—		(36.1	)		—
Comprehensive income (loss)	$	46.9	$	83.0	$	22.9	$	(105.9	)	$	46.9

Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss)

Three Months Ended September 30, 2016

(In millions)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	37.4		$	72.1		$	7.4		$	(79.5	)	$	37.4
Other comprehensive income:
Foreign currency translation adjustments		—			—			(7.3	)		—			(7.3	)
Pension and postretirement reclassification    adjustment, net of tax		—			0.3			—			—			0.3
Other comprehensive income (loss)		—			0.3			(7.3	)		—			(7.0	)
Equity in other comprehensive (loss) income of    subsidiaries		(7.0	)		(7.3	)		—			14.3			—
Comprehensive income (loss)	$	30.4		$	65.1		$	0.1		$	(65.2	)	$	30.4

Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss)

Nine Months Ended September 30, 2017

(In millions)

	Parent		Guarantor		Non-Guarantor
	Company		Subsidiaries		Subsidiaries		Eliminations			Consolidated
Net income (loss)	$	22.8	$	139.2	$	18.7	$	(157.9	)	$	22.8
Other comprehensive income:
Foreign currency translation adjustments		—		—		34.5		—			34.5
Pension and postretirement reclassification    adjustment, net of tax		—		7.2		—		—			7.2
Other comprehensive income		—		7.2		34.5		—			41.7
Equity in other comprehensive income (loss) of    subsidiaries		41.7		34.5		—		(76.2	)		—
Comprehensive income (loss)	$	64.5	$	180.9	$	53.2	$	(234.1	)	$	64.5

Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss)

Nine Months Ended September 30, 2016

(In millions)

	Parent		Guarantor		Non-Guarantor
	Company		Subsidiaries		Subsidiaries		Eliminations			Consolidated
Net income (loss)	$	53.2	$	171.9	$	12.7	$	(184.6	)	$	53.2
Other comprehensive income:
Foreign currency translation adjustments		—		—		21.6		—			21.6
Pension and postretirement reclassification    adjustment, net of tax		—		0.8		—		—			0.8
Other comprehensive income		—		0.8		21.6		—			22.4
Equity in other comprehensive income (loss) of    subsidiaries		22.4		21.6		—		(44.0	)		—
Comprehensive income (loss)	$	75.6	$	194.3	$	34.3	$	(228.6	)	$	75.6

Condensed Supplemental Consolidating Statement of Cash Flows

Condensed Supplemental Consolidating Statement of Cash Flows

Nine Months Ended September 30, 2017

(In millions)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating    activities	$	13.4		$	406.0		$	1.4		$	(157.4	)	$	263.4
Cash flows from investing activities:
Additions to property, plant, and equipment		(1.6	)		(87.4	)		(13.5	)		—			(102.5	)
Additions to intangible assets		(17.7	)		(0.8	)		(0.1	)		—			(18.6	)
Intercompany transfer		69.8			(128.2	)		—			58.4			—
Proceeds from sale of fixed assets		—			7.2			—			—			7.2
Proceeds from divestiture		—			19.0			0.3			—			19.3
Other		—			—			(1.0	)		—			(1.0	)
Net cash provided by (used in) investing    activities		50.5			(190.2	)		(14.3	)		58.4			(95.6	)
Cash flows from financing activities:
Net (repayment) borrowing of debt		(100.8	)		(2.2	)		(0.1	)		—			(103.1	)
Intercompany transfer		109.2			(213.6	)		5.4			99.0			—
Receipts related to stock-based award activities		11.1			—			—			—			11.1
Payments related to stock-based award activities		(6.7	)		—			—			—			(6.7	)
Net cash provided by (used in) financing    activities		12.8			(215.8	)		5.3			99.0			(98.7	)
Effect of exchange rate changes on cash and cash    equivalents		—			—			0.7			—			0.7
Increase (decrease) in cash and cash equivalents		76.7			—			(6.9	)		—			69.8
Cash and cash equivalents, beginning of period		—			0.2			61.9			—			62.1
Cash and cash equivalents, end of period	$	76.7		$	0.2		$	55.0		$	—		$	131.9

Condensed Supplemental Consolidating Statement of Cash Flows

Nine Months Ended September 30, 2016

(In millions)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in)  operating    activities	$	94.2		$	398.7		$	(10.7	)	$	(183.8	)	$	298.4
Cash flows from investing activities:
Additions to property, plant, and equipment		(2.8	)		(119.9	)		(9.2	)		—			(131.9	)
Additions to intangible assets		(8.2	)		(2.7	)		—			—			(10.9	)
Intercompany transfer		32.4			(78.4	)		—			46.0			—
Acquisitions, less cash acquired		(2,687.7	)		0.3			43.0			—			(2,644.4	)
Proceeds from sale of fixed assets		—			1.5			—			—			1.5
Other		—			(0.6	)		(0.8	)		—			(1.4	)
Net cash (used in) provided by investing    activities		(2,666.3	)		(199.8	)		33.0			46.0			(2,787.1	)
Cash flows from financing activities:
Net borrowing (repayment) of debt		1,700.1			(2.6	)		—			—			1,697.5
Payment of deferred financing costs		(34.3	)		—			—			—			(34.3	)
Intercompany transfer		61.9			(196.4	)		(3.3	)		137.8			—
Net proceeds from issuance of common stock		835.1			—			—			—			835.1
Receipts related to stock-based award activities		7.6			—			—			—			7.6
Payments related to stock-based award activities		(8.7	)		—			—			—			(8.7	)
Net cash provided by (used in) financing    activities		2,561.7			(199.0	)		(3.3	)		137.8			2,497.2
Effect of exchange rate changes on cash and cash    equivalents		—			—			3.8			—			3.8
(Decrease) increase in cash and cash equivalents		(10.4	)		(0.1	)		22.8			—			12.3
Cash and cash equivalents, beginning of period		10.4			0.1			24.4			—			34.9
Cash and cash equivalents, end of period	$	—		$	—		$	47.2		$	—		$	47.2

XML

Restructuring and Margin Improvement Activities - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 20.7	$ 5.9	$ 39.5	$ 12.9
Restructuring costs other than facility closing	3.1		5.4	2.5
TreeHouse 2020 Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Restructuring charges	14.7		$ 14.7
Description of restructuring plan			In the third quarter of 2017, the Company announced TreeHouse 2020, a program intended to accelerate long-term growth through optimization of our manufacturing network, transformation of our mixing centers and warehouse footprint, and leveraging of systems and processes to drive performance. TreeHouse 2020 is expected to produce significant savings to achieve our operating margin expansion targets creating reinvestment opportunities to drive future growth.
TreeHouse 2020 Restructuring Plan | Facility Closing
Restructuring Cost and Reserve [Line Items]
Description of restructuring plan			The key elements of Phase 1 include the closure of the Company’s Brooklyn Park, Minnesota and Plymouth, Indiana facilities, as well as the downsizing of the Dothan, Alabama facility. Production at the Brooklyn Park, Minnesota and Plymouth, Indiana facilities is expected to cease in the fourth quarter of 2017
Restructuring and related activities, completion date			Dec. 31, 2017
TreeHouse 2020 Restructuring Plan | Employee Severance
Restructuring Cost and Reserve [Line Items]
Description of restructuring plan			The facility downsizing at Dothan, Alabama is expected to be complete in the third quarter of 2018.
Restructuring and related activities, completion date			Sep. 30, 2018
Restructuring Plans Other than Project 2020 | City Of Industry California Facility Closure
Restructuring Cost and Reserve [Line Items]
Plant closure, (reduction) increase in expected costs			$ (4.9)
Restructuring Plans Other than Project 2020 | Ayer Massachusetts Facility Closure
Restructuring Cost and Reserve [Line Items]
Plant closure, (reduction) increase in expected costs			(0.6)
Restructuring Plans Other than Project 2020 | Ripon Wisconsin Facility Closure
Restructuring Cost and Reserve [Line Items]
Plant closure, (reduction) increase in expected costs			(1.2)
Restructuring Plans Other than Project 2020 | Delta British Columbia Facility Closure
Restructuring Cost and Reserve [Line Items]
Plant closure, (reduction) increase in expected costs			(1.5)
Restructuring Plans Other than Project 2020 | Azusa California Facility Closure
Restructuring Cost and Reserve [Line Items]
Plant closure, (reduction) increase in expected costs			4.6
Restructuring Plans Other than Project 2020 | Battle Creek Michigan Facility Downsizing
Restructuring Cost and Reserve [Line Items]
Plant closure, (reduction) increase in expected costs			0.9
Cost of Sales
Restructuring Cost and Reserve [Line Items]
Restructuring charges	10.2	1.0	13.5	3.9
Other Operating Expenses, Net
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 10.5	$ 4.9	$ 26.0	$ 9.0

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Aggregate Expenses Incurred Associated with Facility Closure (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 20.7	$ 5.9	$ 39.5	$ 12.9
TreeHouse 2020 Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Restructuring charges	14.7		14.7
Cumulative costs to date	14.7		14.7
Total expected costs	44.5		44.5
TreeHouse 2020 Restructuring Plan | Asset Related Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	8.0		8.0
Cumulative costs to date	8.0		8.0
Total expected costs	14.8		14.8
TreeHouse 2020 Restructuring Plan | Employee Related Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	4.3		4.3
Cumulative costs to date	4.3		4.3
Total expected costs	7.0		7.0
TreeHouse 2020 Restructuring Plan | Other Restructuring Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	2.4		2.4
Cumulative costs to date	2.4		2.4
Total expected costs	22.7		22.7
Restructuring Plans Other Than TreeHouse 2020
Restructuring Cost and Reserve [Line Items]
Restructuring charges	2.9	5.9	19.4	10.4
Cumulative costs to date	41.4		41.4
Total expected costs	47.3		47.3
Restructuring Plans Other Than TreeHouse 2020 | Asset Related Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0.8	1.0	4.3	2.5
Cumulative costs to date	14.5		14.5
Total expected costs	16.6		16.6
Restructuring Plans Other Than TreeHouse 2020 | Employee Related Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0.2	2.2	2.9	4.1
Cumulative costs to date	10.2		10.2
Total expected costs	11.9		11.9
Restructuring Plans Other Than TreeHouse 2020 | Other Restructuring Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	1.9	$ 2.7	12.2	$ 3.8
Cumulative costs to date	16.7		16.7
Total expected costs	$ 18.8		$ 18.8

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Schedule of Facility Closures (Detail) - Restructuring Plans Other Than TreeHouse 2020 $ in Millions	9 Months Ended
	Sep. 30, 2017 USD ($)
Restructuring Cost and Reserve [Line Items]
Total Costs to Close	$ 47.3
City Of Industry California Facility Closure
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	Beverages, Condiments
Total Costs to Close	$ 6.9
Total Cash Costs (Proceeds) to Close	$ 3.8
Ayer Massachusetts Facility Closure
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	Condiments
Total Costs to Close	$ 5.9
Total Cash Costs (Proceeds) to Close	$ 4.1
Azusa California Facility Closure
Restructuring Cost and Reserve [Line Items]
Facility Location	Azusa, California
Date of Closure Announcement	May 24, 2016
End of Production	First quarter of 2017
Full Facility Closure	Third quarter of 2017
Primary Products Produced	Bars and snack products
Primary Segment(s) Affected	Snacks
Total Costs to Close	$ 19.5
Total Cash Costs (Proceeds) to Close	$ 16.1
Ripon Wisconsin Facility Closure
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	Baked Goods
Total Costs to Close	$ 0.9
Total Cash Costs (Proceeds) to Close	$ 1.2
Delta British Columbia Facility Closure
Restructuring Cost and Reserve [Line Items]
Facility Location	Delta, British Columbia
Date of Closure Announcement	Nov. 03, 2016
End of Production	Fourth quarter of 2017
Full Facility Closure	First quarter of 2018
Primary Products Produced	Frozen griddle products
Primary Segment(s) Affected	Baked Goods
Total Costs to Close	$ 3.7
Total Cash Costs (Proceeds) to Close	$ 2.7
Battle Creek Michigan Facility Downsizing
Restructuring Cost and Reserve [Line Items]
Facility Location	Battle Creek, Michigan
Date of Closure Announcement	Nov. 03, 2016
End of Production	-	[1]
Full Facility Closure	-	[1]
Primary Products Produced	Ready-to-eat cereal
Primary Segment(s) Affected	Meals
Total Costs to Close	$ 10.4
Total Cash Costs (Proceeds) to Close	$ 2.8

[1] The downsizing of this facility began in January 2017 and is expected to last approximately 15 months.

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Schedule of Facility Closures (Parenthetical) (Detail) - Battle Creek Michigan Facility Downsizing	9 Months Ended
	Sep. 30, 2017
Restructuring Cost and Reserve [Line Items]
Initiation month year	2017-01
Restructuring period	15 months

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Reconciliation of Liabilities (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Restructuring Cost and Reserve [Line Items]
Expense	$ 20.7	$ 5.9	$ 39.5	$ 12.9
Restructuring Plans Other Than TreeHouse 2020
Restructuring Cost and Reserve [Line Items]
Expense	2.9	5.9	19.4	10.4
Restructuring Plans Other Than TreeHouse 2020 | Employee Severance
Restructuring Cost and Reserve [Line Items]
Balance as of December 31, 2016			3.5
Payments			(4.2)
Adjustments			(0.3)
Balance as of September 30, 2017	5.6		5.6
Restructuring Plans Other Than TreeHouse 2020 | Employee Severance | Member Units
Restructuring Cost and Reserve [Line Items]
Expense			6.6
Restructuring Plans Other Than TreeHouse 2020 | Multi-employer Pension Plan Withdrawal
Restructuring Cost and Reserve [Line Items]
Balance as of December 31, 2016			0.8
Balance as of September 30, 2017	0.8		0.8
Restructuring Plans Other Than TreeHouse 2020 | Other Costs
Restructuring Cost and Reserve [Line Items]
Expense	1.9	2.7	12.2	3.8
Payments			(0.5)
Balance as of September 30, 2017	1.9		1.9
Restructuring Plans Other Than TreeHouse 2020 | Other Costs | Member Units
Restructuring Cost and Reserve [Line Items]
Expense			2.4
Restructuring Plans Other Than TreeHouse 2020 | Employee Related Costs
Restructuring Cost and Reserve [Line Items]
Balance as of December 31, 2016			4.3
Expense	0.2	$ 2.2	2.9	$ 4.1
Payments			(4.7)
Adjustments			(0.3)
Balance as of September 30, 2017	$ 8.3		8.3
Restructuring Plans Other Than TreeHouse 2020 | Employee Related Costs | Member Units
Restructuring Cost and Reserve [Line Items]
Expense			$ 9.0

XML

Acquisitions - Additional Information (Detail) - USD ($)		3 Months Ended			8 Months Ended	9 Months Ended
	Feb. 01, 2016	Sep. 30, 2017	Mar. 31, 2017	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Business Acquisition [Line Items]
Business acquisition, cost of acquired entity, purchase price, net of cash							$ 2,644,400,000
Cost of sales		$ 1,288,700,000		$ 1,301,300,000		$ 3,783,800,000	$ 3,622,500,000
Goodwill		2,459,200,000				2,459,200,000		$ 2,447,200,000
Purchase price adjustments						3,000,000
Baked Goods
Business Acquisition [Line Items]
Goodwill		555,600,000				555,600,000		554,200,000
Purchase price adjustments						1,400,000
Condiments
Business Acquisition [Line Items]
Goodwill		438,500,000				438,500,000		433,100,000
Purchase price adjustments						200,000
Meals
Business Acquisition [Line Items]
Goodwill		471,700,000				471,700,000		470,600,000
Purchase price adjustments						1,100,000
Snacks
Business Acquisition [Line Items]
Goodwill		$ 276,400,000				276,400,000		$ 276,100,000
Purchase price adjustments						300,000
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 sales					$ 2,074,600,000
Income before income taxes					55,600,000
Integration costs					$ 7,500,000
Indemnification assets	13,800,000
Goodwill	1,141,200,000
Business acquisition related costs	35,200,000					$ 0
Purchase price adjustments			$ 3,000,000
Private brands business of ConAgra Foods | Fair Value Adjustment to Inventory
Business Acquisition [Line Items]
Cost of sales	8,400,000
Private brands business of ConAgra Foods | Customer relationships
Business Acquisition [Line Items]
Intangible asset	510,900,000
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	$ 19,600,000
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
Private brands business of ConAgra Foods | Retail Grocery Customers | Customer relationships
Business Acquisition [Line Items]
Intangible asset	$ 496,100,000
Finite-lived intangible assets, useful life	13 years
Private brands business of ConAgra Foods | Food Away From Home Customers | Customer relationships
Business Acquisition [Line Items]
Intangible asset	$ 14,800,000
Finite-lived intangible assets, useful life	10 years
Private brands business of ConAgra Foods | Baked Goods
Business Acquisition [Line Items]
Goodwill	$ 555,000,000
Private brands business of ConAgra Foods | Condiments
Business Acquisition [Line Items]
Goodwill	73,300,000
Private brands business of ConAgra Foods | Meals
Business Acquisition [Line Items]
Goodwill	413,800,000
Private brands business of ConAgra Foods | Snacks
Business Acquisition [Line Items]
Goodwill	$ 97,900,000

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Purchase Price Allocation to Net Tangible and Intangible Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Millions	Sep. 30, 2017	Dec. 31, 2016	Feb. 01, 2016
Business Acquisition [Line Items]
Goodwill	$ 2,459.2	$ 2,447.2
Private brands business of ConAgra Foods
Business Acquisition [Line Items]
Cash			$ 43.3
Receivables			162.7
Inventory			443.7
Property, plant, and equipment			809.6
Other assets			50.2
Goodwill			1,141.2
Assets acquired			3,237.4
Deferred taxes			(152.8)
Assumed current liabilities			(246.6)
Assumed long-term liabilities			(150.3)
Total purchase price			2,687.7
Private brands business of ConAgra Foods | Customer relationships
Business Acquisition [Line Items]
Intangible asset			510.9
Private brands business of ConAgra Foods | Trade names
Business Acquisition [Line Items]
Intangible asset			33.0
Private brands business of ConAgra Foods | Computer software
Business Acquisition [Line Items]
Intangible asset			19.6
Private brands business of ConAgra Foods | Formulas/recipes
Business Acquisition [Line Items]
Intangible asset			$ 23.2

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Business Acquisition Pro Forma Information (Detail) - Private brands business of ConAgra Foods $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2016 USD ($) $ / shares
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Pro forma net sales | $	$ 4,722.4
Pro forma net income | $	$ 74.9
Pro forma basic earnings per common share | $ / shares	$ 1.32
Pro forma diluted earnings per common share | $ / shares	$ 1.30

XML

Inventories (Detail) - USD ($) $ in Millions	Sep. 30, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
Raw materials and supplies	$ 544.2	$ 429.4
Finished goods	618.5	571.9
LIFO reserve	(25.2)	(23.3)
Total inventories	$ 1,137.5	$ 978.0

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Inventories - Additional Information (Detail) - USD ($) $ in Millions	Sep. 30, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
LIFO inventory	$ 95.1	$ 105.9
Inventory accounted for under the weighted average cost method	$ 197.8	$ 116.2

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Property, Plant, and Equipment (Detail) - USD ($) $ in Millions	Sep. 30, 2017	Dec. 31, 2016
Property Plant And Equipment [Abstract]
Land	$ 70.3	$ 71.2
Buildings and improvements	454.3	465.3
Machinery and equipment	1,278.4	1,324.5
Construction in progress	74.0	85.0
Total	1,877.0	1,946.0
Less accumulated depreciation	(587.2)	(586.7)
Property, plant, and equipment, net	$ 1,289.8	$ 1,359.3

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Property, Plant, and Equipment - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Property Plant And Equipment [Abstract]
Depreciation expense	$ 45.7	$ 46.7	$ 127.4	$ 127.2

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Goodwill and Intangible Assets - Additional Information (Detail) $ in Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2017 USD ($)	Mar. 31, 2017 Segment	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Dec. 31, 2016 USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]
Number of operating segments | Segment		5
Total intangible assets, excluding goodwill	$ 1,068.3			$ 1,068.3		$ 1,137.6
Amortization expense on intangible assets	$ 28.5		$ 28.6	$ 85.8	$ 80.9

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Changes in Carrying Amount of Goodwill (Detail) $ in Millions	9 Months Ended
	Sep. 30, 2017 USD ($)
Goodwill [Line Items]
Beginning Balance	$ 2,447.2
Purchase price adjustments	3.0
Foreign currency exchange adjustments	9.0
Ending Balance	2,459.2
Baked Goods
Goodwill [Line Items]
Beginning Balance	554.2
Purchase price adjustments	1.4
Ending Balance	555.6
Beverages
Goodwill [Line Items]
Beginning Balance	713.2
Foreign currency exchange adjustments	3.8
Ending Balance	717.0
Condiments
Goodwill [Line Items]
Beginning Balance	433.1
Purchase price adjustments	0.2
Foreign currency exchange adjustments	5.2
Ending Balance	438.5
Meals
Goodwill [Line Items]
Beginning Balance	470.6
Purchase price adjustments	1.1
Ending Balance	471.7
Snacks
Goodwill [Line Items]
Beginning Balance	276.1
Purchase price adjustments	0.3
Ending Balance	$ 276.4

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Carrying Amounts of Intangible Assets with Indefinite Lives Other Than Goodwill (Detail) - USD ($) $ in Millions	Sep. 30, 2017	Dec. 31, 2016
Indefinite-lived Intangible Assets [Line Items]
Indefinite lived intangibles	$ 22.8	$ 21.6
Trademarks
Indefinite-lived Intangible Assets [Line Items]
Indefinite lived intangibles	$ 22.8	$ 21.6

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Gross Carrying Amounts and Accumulated Amortization of Intangible Assets, with Finite Lives (Detail) - USD ($) $ in Millions	Sep. 30, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,503.6	$ 1,506.3
Accumulated Amortization	(458.1)	(390.3)
Net Carrying Amount	1,045.5	1,116.0
Customer-related Intangible Assets
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,266.6	1,284.3
Accumulated Amortization	(341.2)	(293.3)
Net Carrying Amount	925.4	991.0
Contractual agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2.8	3.0
Accumulated Amortization	(2.8)	(2.9)
Net Carrying Amount		0.1
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	69.6	69.6
Accumulated Amortization	(27.4)	(23.6)
Net Carrying Amount	42.2	46.0
Formulas/recipes
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	33.8	33.7
Accumulated Amortization	(16.9)	(12.8)
Net Carrying Amount	16.9	20.9
Computer software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	130.8	115.7
Accumulated Amortization	(69.8)	(57.7)
Net Carrying Amount	$ 61.0	$ 58.0

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Estimated Amortization Expense on Intangible Assets (Detail) $ in Millions	Dec. 31, 2016 USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]
2017	$ 114.7
2018	108.4
2019	105.9
2020	103.6
2021	$ 94.1

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Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Millions	Sep. 30, 2017	Dec. 31, 2016
Payables And Accruals [Abstract]
Accounts payable	$ 652.5	$ 458.1
Payroll and benefits	58.2	78.5
Interest	7.4	24.1
Taxes	10.8	31.0
Health insurance, workers’ compensation, and other insurance costs	27.4	17.2
Marketing expenses	9.5	12.4
Other accrued liabilities	8.0	5.5
Total	$ 773.8	$ 626.8

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Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Tax Disclosure [Abstract]
Effective income tax rate	4.30%	28.90%	(65.20%)	24.00%
Effective income tax rate discrete benefit attributable to vesting and exercise of share based awards			17.70%
Decrease in total amount of unrecognized tax benefits within the next 12 months	$ 9.2		$ 9.2
Decrease in unrecognized tax benefits is reasonably possible	$ 1.5		$ 1.5

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Long-Term Debt (Detail) - USD ($) $ in Millions	Sep. 30, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Other debt	$ 3.0	$ 5.7
Total outstanding debt	2,721.0	2,824.5
Deferred financing costs	(28.5)	(33.3)
Less current portion	(72.1)	(66.4)
Total long-term debt	2,620.4	2,724.8
Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility	120.0	170.0
Term Loan A
Debt Instrument [Line Items]
Term Loan	276.7	288.0
Term Loan A-1
Debt Instrument [Line Items]
Term Loan	172.5	180.0
Term Loan A 2
Debt Instrument [Line Items]
Term Loan	973.8	1,005.8
2022 Notes
Debt Instrument [Line Items]
Senior notes	400.0	400.0
2024 Notes
Debt Instrument [Line Items]
Senior notes	$ 775.0	$ 775.0

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Long-Term Debt - Additional Information (Detail) - USD ($)		3 Months Ended	9 Months Ended
	Feb. 01, 2016	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2016	Jun. 30, 2016
Debt Instrument [Line Items]
Average interest rate on debt outstanding		3.106%
Credit agreement interest rate including effect of interest rate swaps			2.99%
Interest rate swap
Debt Instrument [Line Items]
Weighted average fixed interest rate		0.86%	0.86%	0.86%	0.86%
Derivative notional amount		$ 500,000,000	$ 500,000,000	$ 500,000,000	$ 500,000,000
Term Loan A 2
Debt Instrument [Line Items]
Debt instrument, leverage ratio	350.00%
Term loan maturity date	Feb. 01, 2021

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Long-Term Debt - Revolving Credit Facility - Additional Information (Detail) - Revolving Credit Facility - USD ($)	9 Months Ended
	Sep. 30, 2017	Feb. 01, 2016
Debt Instrument [Line Items]
Revolving credit facility available	$ 729,500,000
Revolving credit facility - maximum borrowing capacity		$ 900,000,000
Letters of credit facility issued but undrawn	$ 50,500,000
Revolving credit availability reduced by undrawn letters of credit	In addition, as of September 30, 2017, there were $50.5 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.

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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 Millions, $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Earnings Per Share [Abstract]
Net income		$ 28.8	$ 37.4	$ 22.8	$ 53.2
Weighted average common shares outstanding		57.3	56.8	57.1	55.4
Assumed exercise/vesting of equity awards	[1]	0.4	0.8	0.6	0.8
Weighted average diluted common shares outstanding		57.7	57.6	57.7	56.2
Net earnings per basic share		$ 0.50	$ 0.66	$ 0.40	$ 0.96
Net earnings per diluted share		$ 0.50	$ 0.65	$ 0.40	$ 0.95

[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 1.7 million and 1.4 million for the three and nine months ended September 30, 2017, respectively, and 0.4 million and 0.7 million for the three and nine months ended September 30, 2016, respectively.

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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		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Earnings Per Share [Abstract]
Equity awards, excluded from computation of diluted earnings	1.7	0.4	1.4	0.7

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Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended		9 Months Ended
	Jun. 27, 2017	Feb. 14, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation			$ 6.6	$ 8.5	$ 25.2	$ 22.8
Tax benefit recognized related to the compensation cost of share-based awards			2.4	3.1	9.3	8.3
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation costs, unrecognized			$ 16.3		$ 16.3
Compensation costs, recognition weighted average remaining period (in years)					2 years 1 month 7 days
Weighted average expected volatility					26.71%
Expected term					6 years
Weighted average risk-free interest rate					2.07%
Weighted average grant date fair					$ 24.41
Director Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted stock units, earned and deferred			100,000		100,000
Stock units, vested					4,000
Employee Restricted Stock Units and Director Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation			$ 5.5	4.9	$ 17.3	12.9
Compensation costs, unrecognized			33.9		$ 33.9
Compensation costs, recognition weighted average remaining period (in years)					2 years
Performance Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation			(1.2)	$ 1.6	$ 1.1	$ 4.4
Compensation costs, unrecognized			$ 6.2		$ 6.2
Compensation costs, recognition weighted average remaining period (in years)					2 years 2 months 13 days
Share based compensation arrangement, award vesting period					3 years
Performance units converted into shares of common stock	72,335
Stock units, vested	81,556				72,000
Conversion ratio of awards vesting	113.00%
Performance Units | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Predefined percentage for calculation of performance unit awards					0.00%
Performance Units | 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]
Equity and Incentive Plan, additional shares available for issuance		3,800,000
Maximum number of shares available to be awarded			16,100,000		16,100,000
Shares available			4,900,000		4,900,000

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Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Beginning Balance	2,069
Options, Granted	481
Options, Forfeited	(87)
Options, Exercised	(257)
Options, Expired	(2)
Options Outstanding, Ending Balance	2,204	2,069
Options, Vested/expected to vest, at September 30, 2017	2,140
Options, Exercisable, at September 30, 2017	1,404
Director Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Outstanding, Beginning Balance	20
Options, Exercised	(16)
Options Outstanding, Ending Balance	4	20
Options, Vested/expected to vest, at September 30, 2017	4
Options, Exercisable, at September 30, 2017	4
Employee And Director Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted Average Exercise Price, Outstanding, Beginning Balance	$ 64.77
Weighted Average Exercise Price, Granted	84.16
Weighted Average Exercise Price, Forfeited	87.85
Weighted Average Exercise Price, Exercised	40.83
Weighted Average Exercise Price, Expired	87.83
Weighted Average Exercise Price, Outstanding, Ending Balance	71.03	$ 64.77
Weighted Average Exercise Price, Vested/expected to vest, at September 30, 2017	70.57
Weighted Average Exercise Price, Exercisable, at September 30, 2017	$ 61.99
Weighted Average Remaining Contractual Term, Outstanding	6 years 3 months 19 days	5 years 9 months 18 days
Weighted Average Remaining Contractual Term, Vested/expected to vest	6 years 2 months 12 days
Weighted Average Remaining Contractual Term, Exercisable	4 years 8 months 12 days
Aggregate Intrinsic Value, Outstanding	$ 16.3	$ 28.9
Aggregate Intrinsic Value, Vested/expected to vest, at September 30, 2017	16.3
Aggregate Intrinsic Value, Exercisable, at September 30, 2017	$ 16.3

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Summary of Employee and Director Stock Option Highlights (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 6.6	$ 8.5	$ 25.2	$ 22.8
Employee And Director Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	2.3	2.0	6.8	5.5
Intrinsic value of stock options exercised	0.9	0.1	11.0	6.1
Tax benefit recognized from stock option exercises	$ 0.4	$ 0.1	$ 4.2	$ 2.2

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Summary of Restricted Stock and Restricted Stock Unit Activity (Detail) shares in Thousands	9 Months Ended
	Sep. 30, 2017 $ / shares shares
Employee Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Units, Outstanding, Beginning Balance | shares	516
Stock Units, Granted | shares	316
Stock Units, Vested | shares	(169)
Stock Units, Forfeited | shares	(61)
Stock Units, Outstanding, Ending Balance | shares	602
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance | $ / shares	$ 87.03
Weighted Average Grant Date Fair Value, Granted | $ / shares	82.60
Weighted Average Grant Date Fair Value, Vested | $ / shares	85.02
Weighted Average Grant Date Fair Value, Forfeited | $ / shares	87.60
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance | $ / shares	$ 85.19
Director Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Units, Outstanding, Beginning Balance | shares	104
Stock Units, Granted | shares	17
Stock Units, Vested | shares	(4)
Stock Units, Outstanding, Ending Balance | shares	117
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance | $ / shares	$ 57.78
Weighted Average Grant Date Fair Value, Granted | $ / shares	84.66
Weighted Average Grant Date Fair Value, Vested | $ / shares	100.30
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance | $ / shares	$ 60.21

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Summary of Employee and Director Restricted Stock and Restricted Stock Highlights (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 6.6	$ 8.5	$ 25.2	$ 22.8
Employee Restricted Stock Units and Director Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	5.5	4.9	17.3	12.9
Fair value of vested restricted stock units	0.7	2.8	13.7	15.9
Tax benefit recognized from vested restricted stock units	$ 0.3	$ 1.0	$ 5.0	$ 5.7

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Summary of Performance Unit Activity (Detail) - Performance Units - $ / shares		9 Months Ended
	Jun. 27, 2017	Sep. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Units, Outstanding, Beginning Balance		246,000
Stock Units, Granted		114,000
Stock Units, Vested	(81,556)	(72,000)
Stock Units, Forfeited		(18,000)
Stock Units, Outstanding, Ending Balance		270,000
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance		$ 85.16
Weighted Average Grant Date Fair Value, Granted		86.66
Weighted Average Grant Date Fair Value, Vested		79.89
Weighted Average Grant Date Fair Value, Forfeited		87.02
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance		$ 86.23

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Summary of Performance Unit Highlights (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 6.6	$ 8.5	$ 25.2	$ 22.8
Performance Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	(1.2)	1.6	1.1	4.4
Fair value of vested performance units	0.0	(1.8)	6.5	9.6
Tax benefit recognized from performance units vested	$ 0.0	$ 0.0	$ 2.5	$ 4.1

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Components of Accumulated Other Comprehensive Loss Net of Tax Except for Foreign Currency Translation Adjustment (Detail) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017		Sep. 30, 2016
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance				$ 2,503.3
Other comprehensive income (loss)		$ 18.1	$ (7.0)	41.7		$ 22.4
Ending Balance		2,597.3		2,597.3
Foreign Currency Translation
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	[1]			(89.4)		(100.5)
Other comprehensive income	[1]			34.5		21.6
Other comprehensive income (loss)	[1]			34.5		21.6
Ending Balance	[1]	(54.9)	(78.9)	(54.9)		(78.9)
Unrecognized Pension and Postretirement Benefits
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	[2]			(11.9)		(13.0)
Reclassifications from accumulated other comprehensive loss		0.1	0.3	7.2	[2]	0.8	[2]
Other comprehensive income (loss)	[2]			7.2		0.8
Ending Balance	[2]	(4.7)	(12.2)	(4.7)		(12.2)
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance				(101.3)		(113.5)
Other comprehensive income				34.5		21.6
Reclassifications from accumulated other comprehensive loss				7.2		0.8
Other comprehensive income (loss)				41.7		22.4
Ending Balance		$ (59.6)	$ (91.1)	$ (59.6)		$ (91.1)

[1] The foreign currency translation adjustment is not net of tax, as the Company’s investments in its foreign subsidiaries are considered to be permanent.

[2] The unrecognized pension and postretirement benefits reclassification is presented net of tax of $4.4 million and $0.5 million for the nine months ended September 30, 2017 and 2016, respectively.

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Components of Accumulated Other Comprehensive Loss Net of Tax Except for Foreign Currency Translation Adjustment (Parenthetical) (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Equity [Abstract]
Pension and postretirement reclassification adjustment, tax	$ 0.1	$ 0.2	$ 4.4	$ 0.5

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Reclassifications from Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017		Sep. 30, 2016
Prior service costs
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Reclassifications from accumulated other comprehensive loss, before tax	[1]			$ 0.1		$ 0.2
Unrecognized net loss
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Reclassifications from accumulated other comprehensive loss, before tax	[1]	$ 0.1	$ 0.4	0.7		1.1
Actuarial Adjustment
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Reclassifications from accumulated other comprehensive loss, before tax	[2]			2.1
Divestiture
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Reclassifications from accumulated other comprehensive loss, before tax				8.7
Unrecognized Pension and Postretirement Benefits
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Reclassifications from accumulated other comprehensive loss, before tax		0.1	0.4	11.6		1.3
Income taxes			0.1	4.4		0.5
Reclassifications from accumulated other comprehensive loss, Net of tax		$ 0.1	$ 0.3	$ 7.2	[3]	$ 0.8	[3]

[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 Operations.

[2] Represents the actuarial adjustment that was recorded in conjunction with the divestiture of a pension plan and a postretirement benefit plan in the second quarter of 2017.

[3] The unrecognized pension and postretirement benefits reclassification is presented net of tax of $4.4 million and $0.5 million for the nine months ended September 30, 2017 and 2016, respectively.

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Employee Retirement and Postretirement Benefits - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Defined Benefit Plan Disclosure [Line Items]
Other operating expense, net	$ (11.1)	$ (5.3)	$ (111.9)	$ (10.3)
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Expected contribution for benefit plans in the remaining current fiscal year	0.0		0.0
Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Expected contribution for benefit plans in the remaining current fiscal year	$ 1.6		1.6
Net Unfunded Liability
Defined Benefit Plan Disclosure [Line Items]
Other operating expense, net			$ 10.5

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Summary of Net Periodic Cost of Pension and Postretirement Benefit Plans (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Pension Benefits
Components of net periodic costs:
Service cost	$ 0.8	$ 1.3	$ 2.9	$ 3.6
Interest cost	3.6	4.1	11.4	11.2
Expected return on plan assets	(4.2)	(4.5)	(13.3)	(12.2)
Amortization of unrecognized prior service cost			0.1	0.2
Amortization of unrecognized net loss	0.1	0.4	0.7	1.1
Net periodic pension cost	0.3	1.3	1.8	3.9
Postretirement Benefits
Components of net periodic costs:
Interest cost	0.3	0.3	0.9	0.9
Net periodic pension cost	$ 0.3	$ 0.3	$ 0.9	$ 0.9

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Other Operating Expense, Net (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Other Income And Expenses [Abstract]
Restructuring	$ 10.5	$ 4.9	$ 26.0	$ 9.0
Loss on divestiture	0.4		85.6
Other	0.2	0.4	0.3	1.3
Total other operating expense, net	$ 11.1	$ 5.3	$ 111.9	$ 10.3

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Derivative Instruments - Additional Information (Detail)	1 Months Ended	9 Months Ended
	Jun. 30, 2016 USD ($)	Sep. 30, 2017 USD ($) MW gal DTH bsh	Sep. 30, 2016 USD ($)
Interest rate swap
Derivative [Line Items]
Derivative notional amount | $	$ 500,000,000	$ 500,000,000	$ 500,000,000
Weighted average fixed interest rate	0.86%	0.86%	0.86%
Derivative contract, term	37 months
Derivative contract, date entered	Jan. 31, 2017
Derivative contract, date matures	Feb. 28, 2020
Foreign Currency Contract
Derivative [Line Items]
Derivative notional amount | $		$ 46,500,000
Derivative, expiration period		Throughout 2018
Electricity Contract
Derivative [Line Items]
Derivative, expiration period		Throughout 2017 and 2018
Notional amount outstanding | MW		66,473
Diesel Contract
Derivative [Line Items]
Derivative, expiration period		Throughout 2017 and early 2018
Notional amount outstanding | gal		8,800,000
Natural Gas Contract
Derivative [Line Items]
Derivative, expiration period		Throughout 2017 and 2018
Notional amount outstanding | DTH		1,900,000
Wheat Contract
Derivative [Line Items]
Derivative, expiration period		Throughout 2017 and early 2018
Notional amount outstanding | bsh		100,000
Corn Contract
Derivative [Line Items]
Derivative, expiration period		Throughout 2017 and early 2018
Notional amount outstanding | bsh		900,000

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Derivative, Fair Value, and Location on Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Millions	Sep. 30, 2017	Dec. 31, 2016
Derivatives, Fair Value [Line Items]
Asset derivative, fair value	$ 12.7	$ 12.1
Liability derivative, fair value	1.6	0.5
Foreign Currency Contract | Accounts payable and accrued expenses
Derivatives, Fair Value [Line Items]
Liability derivative, fair value	1.2
Foreign Currency Contract | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset derivative, fair value	0.6	0.7
Commodity contracts | Accounts payable and accrued expenses
Derivatives, Fair Value [Line Items]
Liability derivative, fair value	0.4	0.5
Commodity contracts | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset derivative, fair value	2.5	1.0
Interest rate swap | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset derivative, fair value	$ 9.6	$ 10.4

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Gains and Losses on Derivative Contracts (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Derivative Instruments, Gain (Loss) [Line Items]
Mark to market unrealized gain (loss), commodity and derivative	$ 1.8	$ 6.8	$ (0.6)	$ 3.9
Realized gain (loss)	(1.0)	(1.2)	0.1	(4.2)
Total gain (loss)	0.8	5.6	(0.5)	(0.3)
Commodity contracts | Other expense (income), net
Derivative Instruments, Gain (Loss) [Line Items]
Mark to market unrealized gain (loss), commodity	2.6	2.3	1.5	3.3
Commodity contracts | Selling and distribution
Derivative Instruments, Gain (Loss) [Line Items]
Realized gain (loss)	(0.2)	0.1	(0.4)	(0.9)
Foreign Currency Contract | Other expense (income), net
Derivative Instruments, Gain (Loss) [Line Items]
Mark to market unrealized gain (loss), derivative	(0.5)	2.1	(1.3)	(0.2)
Foreign Currency Contract | Cost of Sales
Derivative Instruments, Gain (Loss) [Line Items]
Realized gain (loss)	(1.3)	(1.3)	(0.1)	(3.3)
Interest rate swap | Other expense (income), net
Derivative Instruments, Gain (Loss) [Line Items]
Mark to market unrealized gain (loss), derivative	(0.3)	$ 2.4	(0.8)	$ 0.8
Interest rate swap | Interest expense
Derivative Instruments, Gain (Loss) [Line Items]
Realized gain (loss)	$ 0.5		$ 0.6

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Carrying Value and Fair Value of Financial Instruments (Detail) - USD ($) $ in Millions	Sep. 30, 2017	Dec. 31, 2016
Carrying Value | Fair Value, Inputs, Level 2 | Revolving Credit Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Revolving Credit Facility	$ (120.0)	$ (170.0)
Carrying Value | Fair Value, Inputs, Level 2 | Term Loan A
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Term Loan	(276.7)	(288.0)
Carrying Value | Fair Value, Inputs, Level 2 | Term Loan A-1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Term Loan	(172.5)	(180.0)
Carrying Value | Fair Value, Inputs, Level 2 | Term Loan A 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Term Loan	(973.8)	(1,005.8)
Carrying Value | Fair Value, Inputs, Level 2 | 2022 Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes	(400.0)	(400.0)
Carrying Value | Fair Value, Inputs, Level 2 | 2024 Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes	(775.0)	(775.0)
Carrying Value | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments	13.2	10.4
Carrying Value | Fair Value, Measurements, Recurring | Commodity contracts | Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative assets (liability)	2.1	0.5
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)	(0.6)	0.7
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 assets (liability)	9.6	10.4
Fair Value | Fair Value, Inputs, Level 2 | Revolving Credit Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Revolving Credit Facility	(118.8)	(167.1)
Fair Value | Fair Value, Inputs, Level 2 | Term Loan A
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Term Loan	(277.2)	(288.1)
Fair Value | Fair Value, Inputs, Level 2 | Term Loan A-1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Term Loan	(172.8)	(180.3)
Fair Value | Fair Value, Inputs, Level 2 | Term Loan A 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Term Loan	(975.4)	(1,007.4)
Fair Value | Fair Value, Inputs, Level 2 | 2022 Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes	(411.0)	(410.0)
Fair Value | Fair Value, Inputs, Level 2 | 2024 Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes	(829.3)	(809.9)
Fair Value | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments	13.2	10.4
Fair Value | Fair Value, Measurements, Recurring | Commodity contracts | Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative assets (liability)	2.1	0.5
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)	(0.6)	0.7
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 assets (liability)	$ 9.6	$ 10.4

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Financial Information Relating to Reportable Segments (Detail) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Segment Reporting Information [Line Items]
Net sales		$ 1,548.8	$ 1,586.9	$ 4,607.2	$ 4,398.5
Direct operating income		166.9	187.2	518.5	524.2
Selling, general, and administrative expenses		(162.7)	(174.1)	(524.3)	(536.6)
Cost of sales		(1,288.7)	(1,301.3)	(3,783.8)	(3,622.5)
Operating income		57.8	77.6	101.4	148.2
Other expense		(27.7)	(25.0)	(87.6)	(78.2)
Income before income taxes		30.1	52.6	13.8	70.0
Baked Goods
Segment Reporting Information [Line Items]
Net sales		351.2	329.4	1,016.6	871.8
Direct operating income		46.9	33.8	121.3	97.4
Beverages
Segment Reporting Information [Line Items]
Net sales		244.9	234.9	759.1	672.7
Direct operating income		51.7	63.8	170.7	175.6
Condiments
Segment Reporting Information [Line Items]
Net sales		333.8	322.9	988.8	959.0
Direct operating income		34.4	38.0	102.2	115.0
Meals
Segment Reporting Information [Line Items]
Net sales		284.6	347.9	897.0	937.3
Direct operating income		32.1	33.1	99.9	88.9
Snacks
Segment Reporting Information [Line Items]
Net sales		332.6	351.7	940.2	967.5
Direct operating income		1.8	18.5	24.4	47.3
Unallocated Amount to Segment
Segment Reporting Information [Line Items]
Net sales		1.7	0.1	5.5	(9.8)
Selling, general, and administrative expenses		(66.0)	(74.3)	(228.1)	(254.2)
Cost of sales	[1]	(5.2)	(1.5)	3.2	(20.8)
Unallocated corporate expense and other		$ (37.9)	$ (33.8)	$ (192.2)	$ (101.0)

[1] Includes charges related to restructuring and margin improvement activities, and other costs managed at corporate.

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Segment and Geographic Information and Major Customers - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Customer Concentration Risk | Sales Revenue, Net | Walmart Stores, Inc. and affiliates
Segment Reporting Information [Line Items]
Concentration risk, percentage	21.00%	18.20%
Customer Concentration Risk | Sales Revenue, Net | Costco
Segment Reporting Information [Line Items]
Concentration risk, percentage	10.10%
Customer Concentration Risk | Sales Revenue, Net | Costco | Minimum
Segment Reporting Information [Line Items]
Concentration risk, percentage		10.00%
Customer Concentration Risk | Sales Revenue, Net | Outside of the United States
Segment Reporting Information [Line Items]
Concentration risk, percentage	8.70%	8.90%
Geographic Concentration Risk | Sales Revenue, Net | Canada
Segment Reporting Information [Line Items]
Concentration risk, percentage	6.90%	7.10%
Geographic Concentration Risk | Property, Plant and Equipment | Outside of the United States
Segment Reporting Information [Line Items]
Concentration risk, percentage	12.20%	10.80%

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Net Sale by Major Products (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Segment Reporting Information [Line Items]
Net sales	$ 1,548.8	$ 1,586.9	$ 4,607.2	$ 4,398.5
Dressings and Sauces
Segment Reporting Information [Line Items]
Net sales	250.4	241.9	738.6	711.3
Snacks
Segment Reporting Information [Line Items]
Net sales	224.9	207.0	609.1	555.0
Baked Products
Segment Reporting Information [Line Items]
Net sales	181.8	162.3	502.6	432.4
Retail Bakery
Segment Reporting Information [Line Items]
Net sales	169.4	167.1	514.0	439.4
Beverages
Segment Reporting Information [Line Items]
Net sales	168.1	161.9	518.9	448.0
Pasta and Dry Dinners
Segment Reporting Information [Line Items]
Net sales	147.8	146.6	420.6	384.0
Cereals and Other Meals
Segment Reporting Information [Line Items]
Net sales	136.8	201.3	476.4	553.3
Trail Mix and Bars
Segment Reporting Information [Line Items]
Net sales	109.4	144.8	336.6	402.7
Pickles
Segment Reporting Information [Line Items]
Net sales	83.4	81.0	250.2	247.7
Beverage Enhancers
Segment Reporting Information [Line Items]
Net sales	$ 76.8	$ 73.0	$ 240.2	$ 224.7

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Recent Accounting Pronouncements - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Income tax benefits on recast to reflect the adoption of the ASU	$ 1.3	$ 15.2	$ (9.0)	$ 16.8
Net earnings per basic share	$ 0.50	$ 0.66	$ 0.40	$ 0.96
Net earnings per diluted share	$ 0.50	$ 0.65	$ 0.40	$ 0.95
Accounting Standards Update 2016-09 | Restatement Adjustment
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Income tax benefits on recast to reflect the adoption of the ASU		$ (0.2)		$ (3.8)
Net earnings per basic share		$ 0.01		$ 0.07
Net earnings per diluted share				$ 0.06
Excess tax benefits retrospectively reclassified from financing to operating activities				$ (3.7)
Excess tax benefits retrospectively reclassified from financing to operating activities				$ 3.7

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Condensed Supplemental Consolidating Balance Sheet (Detail) - USD ($) $ in Millions	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 131.9	$ 62.1	$ 47.2	$ 34.9
Investments	13.2	10.4
Accounts receivable, net	432.1	429.0
Inventories	1,137.5	978.0
Assets held for sale		3.6
Prepaid expenses and other current assets	110.4	77.6
Total current assets	1,825.1	1,560.7
Property, plant, and equipment, net	1,289.8	1,359.3
Goodwill	2,459.2	2,447.2
Intangible and other assets, net	1,111.5	1,178.6
Total assets	6,685.6	6,545.8
Current liabilities:
Accounts payable and accrued expenses	773.8	626.8
Current portion of long-term debt	72.1	66.4
Total current liabilities	845.9	693.2
Long-term debt	2,620.4	2,724.8
Deferred income taxes	421.4	422.2
Other long-term liabilities	200.6	202.3
Stockholders’ equity	2,597.3	2,503.3
Total liabilities and stockholders’ equity	6,685.6	6,545.8
Eliminations
Current assets:
Investment in subsidiaries	(5,784.5)	(5,550.9)
Deferred income taxes	(23.4)	(20.7)
Total assets	(5,807.9)	(5,571.6)
Current liabilities:
Deferred income taxes	(23.4)	(20.7)
Stockholders’ equity	(5,784.5)	(5,550.9)
Total liabilities and stockholders’ equity	(5,807.9)	(5,571.6)
Parent Company
Current assets:
Cash and cash equivalents	76.7			10.4
Prepaid expenses and other current assets	71.7	23.6
Total current assets	148.4	23.6
Property, plant, and equipment, net	27.9	31.3
Investment in subsidiaries	5,212.5	5,031.5
Intercompany accounts (payable) receivable, net	(152.7)	199.6
Deferred income taxes	23.4	20.7
Intangible and other assets, net	59.4	53.9
Total assets	5,318.9	5,360.6
Current liabilities:
Accounts payable and accrued expenses	25.3	61.3
Current portion of long-term debt	70.8	63.1
Total current liabilities	96.1	124.4
Long-term debt	2,618.7	2,722.3
Other long-term liabilities	6.8	10.6
Stockholders’ equity	2,597.3	2,503.3
Total liabilities and stockholders’ equity	5,318.9	5,360.6
Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	0.2	0.2		0.1
Accounts receivable, net	377.6	372.9
Inventories	1,008.3	869.6
Assets held for sale		3.6
Prepaid expenses and other current assets	17.6	36.7
Total current assets	1,403.7	1,283.0
Property, plant, and equipment, net	1,104.8	1,181.0
Goodwill	2,333.7	2,330.8
Investment in subsidiaries	572.0	519.4
Intercompany accounts (payable) receivable, net	137.4	(196.9)
Intangible and other assets, net	945.3	1,018.0
Total assets	6,496.9	6,135.3
Current liabilities:
Accounts payable and accrued expenses	675.3	493.1
Current portion of long-term debt	1.2	3.2
Total current liabilities	676.5	496.3
Long-term debt	1.5	2.2
Deferred income taxes	418.7	418.3
Other long-term liabilities	187.7	187.0
Stockholders’ equity	5,212.5	5,031.5
Total liabilities and stockholders’ equity	6,496.9	6,135.3
Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	55.0	61.9	$ 47.2	$ 24.4
Investments	13.2	10.4
Accounts receivable, net	54.5	56.1
Inventories	129.2	108.4
Prepaid expenses and other current assets	21.1	17.3
Total current assets	273.0	254.1
Property, plant, and equipment, net	157.1	147.0
Goodwill	125.5	116.4
Intercompany accounts (payable) receivable, net	15.3	(2.7)
Intangible and other assets, net	106.8	106.7
Total assets	677.7	621.5
Current liabilities:
Accounts payable and accrued expenses	73.2	72.4
Current portion of long-term debt	0.1	0.1
Total current liabilities	73.3	72.5
Long-term debt	0.2	0.3
Deferred income taxes	26.1	24.6
Other long-term liabilities	6.1	4.7
Stockholders’ equity	572.0	519.4
Total liabilities and stockholders’ equity	$ 677.7	$ 621.5

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Condensed Supplemental Consolidating Statement of Operations (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Condensed Financial Statements, Captions [Line Items]
Net sales	$ 1,548.8	$ 1,586.9	$ 4,607.2	$ 4,398.5
Cost of sales	1,288.7	1,301.3	3,783.8	3,622.5
Gross profit	260.1	285.6	823.4	776.0
Selling, general, and administrative expense	162.7	174.1	524.3	536.6
Amortization expense	28.5	28.6	85.8	80.9
Other operating expense, net	11.1	5.3	111.9	10.3
Operating income	57.8	77.6	101.4	148.2
Interest expense	31.4	30.8	92.9	88.0
Interest income	(0.4)	(0.1)	(3.5)	(3.5)
Other (income) expense, net	(3.3)	(5.7)	(1.8)	(6.3)
Income before income taxes	30.1	52.6	13.8	70.0
Income taxes	1.3	15.2	(9.0)	16.8
Net income	28.8	37.4	22.8	53.2
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net sales	(85.1)	(81.9)	(244.9)	(222.4)
Cost of sales	(85.1)	(81.9)	(244.9)	(222.4)
Interest expense	(3.8)	(1.2)	(6.4)	(3.6)
Interest income	3.8	1.2	6.4	3.6
Equity in net income (loss) of subsidiaries	(69.8)	(79.5)	(157.9)	(184.6)
Net income	(69.8)	(79.5)	(157.9)	(184.6)
Parent Company
Condensed Financial Statements, Captions [Line Items]
Selling, general, and administrative expense	23.9	23.5	86.0	100.1
Amortization expense	3.3	2.3	9.4	6.8
Other operating expense, net	2.4		2.4
Operating income	(29.6)	(25.8)	(97.8)	(106.9)
Interest expense	31.3	31.0	94.2	87.4
Interest income			(2.2)	(2.2)
Other (income) expense, net	(2.4)		(0.8)
Income before income taxes	(58.5)	(56.8)	(189.0)	(192.1)
Income taxes	(22.4)	(22.1)	(72.6)	(73.4)
Equity in net income (loss) of subsidiaries	64.9	72.1	139.2	171.9
Net income	28.8	37.4	22.8	53.2
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net sales	1,458.0	1,501.8	4,353.3	4,161.1
Cost of sales	1,221.5	1,240.2	3,596.9	3,448.0
Gross profit	236.5	261.6	756.4	713.1
Selling, general, and administrative expense	128.5	134.5	408.0	394.1
Amortization expense	22.7	23.9	69.2	67.1
Other operating expense, net	8.0	4.7	107.4	8.8
Operating income	77.3	98.5	171.8	243.1
Interest expense	0.1	(0.1)	0.3	0.2
Interest income	(3.8)	(1.0)	(6.4)	(3.9)
Other (income) expense, net	(1.7)	(0.5)	(1.8)	(2.5)
Income before income taxes	82.7	100.1	179.7	249.3
Income taxes	22.7	35.4	59.2	90.1
Equity in net income (loss) of subsidiaries	4.9	7.4	18.7	12.7
Net income	64.9	72.1	139.2	171.9
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net sales	175.9	167.0	498.8	459.8
Cost of sales	152.3	143.0	431.8	396.9
Gross profit	23.6	24.0	67.0	62.9
Selling, general, and administrative expense	10.3	16.1	30.3	42.4
Amortization expense	2.5	2.4	7.2	7.0
Other operating expense, net	0.7	0.6	2.1	1.5
Operating income	10.1	4.9	27.4	12.0
Interest expense		1.1		4.0
Interest expense	3.8		4.8
Interest income	(0.4)	(0.3)	(1.3)	(1.0)
Other (income) expense, net	0.8	(5.2)	0.8	(3.8)
Income before income taxes	5.9	9.3	23.1	12.8
Income taxes	1.0	1.9	4.4	0.1
Net income	$ 4.9	$ 7.4	$ 18.7	$ 12.7

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Condensed Supplemental Consolidating Statement of Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Condensed Financial Statements, Captions [Line Items]
Net income		$ 28.8	$ 37.4	$ 22.8	$ 53.2
Other comprehensive income:
Foreign currency translation adjustments		18.0	(7.3)	34.5	21.6
Pension and postretirement reclassification adjustment, net of tax	[1]	0.1	0.3	7.2	0.8
Other comprehensive income (loss)		18.1	(7.0)	41.7	22.4
Comprehensive income		46.9	30.4	64.5	75.6
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net income		(69.8)	(79.5)	(157.9)	(184.6)
Other comprehensive income:
Equity in other comprehensive income (loss) of subsidiaries		(36.1)	14.3	(76.2)	(44.0)
Comprehensive income		(105.9)	(65.2)	(234.1)	(228.6)
Parent Company
Condensed Financial Statements, Captions [Line Items]
Net income		28.8	37.4	22.8	53.2
Other comprehensive income:
Equity in other comprehensive income (loss) of subsidiaries		18.1	(7.0)	41.7	22.4
Comprehensive income		46.9	30.4	64.5	75.6
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net income		64.9	72.1	139.2	171.9
Other comprehensive income:
Pension and postretirement reclassification adjustment, net of tax		0.1	0.3	7.2	0.8
Other comprehensive income (loss)		0.1	0.3	7.2	0.8
Equity in other comprehensive income (loss) of subsidiaries		18.0	(7.3)	34.5	21.6
Comprehensive income		83.0	65.1	180.9	194.3
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net income		4.9	7.4	18.7	12.7
Other comprehensive income:
Foreign currency translation adjustments		18.0	(7.3)	34.5	21.6
Other comprehensive income (loss)		18.0	(7.3)	34.5	21.6
Comprehensive income		$ 22.9	$ 0.1	$ 53.2	$ 34.3

[1] Net of tax of $0.1 million and $0.2 million for the three months ended September 30, 2017 and 2016, respectively, and $4.4 million and $0.5 million for the nine months ended September 30, 2017 and 2016, respectively.

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Condensed Supplemental Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$ 263.4	$ 298.4
Cash flows from investing activities:
Additions to property, plant, and equipment	(102.5)	(131.9)
Additions to intangible assets	(18.6)	(10.9)
Acquisitions, less cash acquired		(2,644.4)
Proceeds from sale of fixed assets	7.2	1.5
Proceeds from divestiture	19.3
Other	(1.0)	(1.4)
Net cash (used in) provided by investing activities	(95.6)	(2,787.1)
Cash flows from financing activities:
Net (repayment) borrowing of debt	(103.1)	1,697.5
Payment of deferred financing costs		(34.3)
Net proceeds from issuance of common stock		835.1
Receipts related to stock-based award activities	11.1	7.6
Payments related to stock-based award activities	(6.7)	(8.7)
Net cash (used in) provided by financing activities	(98.7)	2,497.2
Effect of exchange rate changes on cash and cash equivalents	0.7	3.8
Net increase in cash and cash equivalents	69.8	12.3
Cash and cash equivalents, beginning of period	62.1	34.9
Cash and cash equivalents, end of period	131.9	47.2
Eliminations
Cash flows from operating activities:
Net cash provided by (used in) operating activities	(157.4)	(183.8)
Cash flows from investing activities:
Intercompany transfer	58.4	46.0
Net cash (used in) provided by investing activities	58.4	46.0
Cash flows from financing activities:
Intercompany transfer	99.0	137.8
Net cash (used in) provided by financing activities	99.0	137.8
Parent Company
Cash flows from operating activities:
Net cash provided by (used in) operating activities	13.4	94.2
Cash flows from investing activities:
Additions to property, plant, and equipment	(1.6)	(2.8)
Additions to intangible assets	(17.7)	(8.2)
Intercompany transfer	69.8	32.4
Acquisitions, less cash acquired		(2,687.7)
Net cash (used in) provided by investing activities	50.5	(2,666.3)
Cash flows from financing activities:
Net (repayment) borrowing of debt	(100.8)	1,700.1
Payment of deferred financing costs		(34.3)
Intercompany transfer	109.2	61.9
Net proceeds from issuance of common stock		835.1
Receipts related to stock-based award activities	11.1	7.6
Payments related to stock-based award activities	(6.7)	(8.7)
Net cash (used in) provided by financing activities	12.8	2,561.7
Net increase in cash and cash equivalents	76.7	(10.4)
Cash and cash equivalents, beginning of period		10.4
Cash and cash equivalents, end of period	76.7
Guarantor Subsidiaries
Cash flows from operating activities:
Net cash provided by (used in) operating activities	406.0	398.7
Cash flows from investing activities:
Additions to property, plant, and equipment	(87.4)	(119.9)
Additions to intangible assets	(0.8)	(2.7)
Intercompany transfer	(128.2)	(78.4)
Acquisitions, less cash acquired		0.3
Proceeds from sale of fixed assets	7.2	1.5
Proceeds from divestiture	19.0
Other		(0.6)
Net cash (used in) provided by investing activities	(190.2)	(199.8)
Cash flows from financing activities:
Net (repayment) borrowing of debt	(2.2)	(2.6)
Intercompany transfer	(213.6)	(196.4)
Net cash (used in) provided by financing activities	(215.8)	(199.0)
Net increase in cash and cash equivalents		(0.1)
Cash and cash equivalents, beginning of period	0.2	0.1
Cash and cash equivalents, end of period	0.2
Non-Guarantor Subsidiaries
Cash flows from operating activities:
Net cash provided by (used in) operating activities	1.4	(10.7)
Cash flows from investing activities:
Additions to property, plant, and equipment	(13.5)	(9.2)
Additions to intangible assets	(0.1)
Acquisitions, less cash acquired		43.0
Proceeds from divestiture	0.3
Other	(1.0)	(0.8)
Net cash (used in) provided by investing activities	(14.3)	33.0
Cash flows from financing activities:
Net (repayment) borrowing of debt	(0.1)
Intercompany transfer	5.4	(3.3)
Net cash (used in) provided by financing activities	5.3	(3.3)
Effect of exchange rate changes on cash and cash equivalents	0.7	3.8
Net increase in cash and cash equivalents	(6.9)	22.8
Cash and cash equivalents, beginning of period	61.9	24.4
Cash and cash equivalents, end of period	$ 55.0	$ 47.2

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Subsequent Events - Additional Information (Detail) - Common Stock - USD ($)	12 Months Ended
	Nov. 06, 2018	Nov. 02, 2017
Scenario, Forecast
Subsequent Event [Line Items]
Stock repurchase program, authorized amount under administrative repurchase plan	$ 50,000,000
Subsequent Event
Subsequent Event [Line Items]
Stock repurchase program, expected annual cap		$ 150,000,000
Subsequent Event | Maximum
Subsequent Event [Line Items]
Stock repurchase program, authorized amount		$ 400,000,000