Company Quick10K Filing
Treehouse Foods
Price54.52 EPS-7
Shares56 P/E-8
MCap3,069 P/FCF67
Net Debt2,169 EBIT-349
TEV5,239 TEV/EBIT-15
TTM 2019-09-30, in MM, except price, ratios
10-K 2020-12-31 Filed 2021-02-11
10-Q 2020-09-30 Filed 2020-11-05
10-Q 2020-06-30 Filed 2020-08-06
10-Q 2020-03-31 Filed 2020-05-07
10-K 2019-12-31 Filed 2020-02-13
10-Q 2019-09-30 Filed 2019-11-07
10-Q 2019-06-30 Filed 2019-08-01
10-Q 2019-03-31 Filed 2019-05-02
10-K 2018-12-31 Filed 2019-02-14
10-Q 2018-09-30 Filed 2018-11-01
10-Q 2018-06-30 Filed 2018-08-02
10-Q 2018-03-31 Filed 2018-05-03
10-K 2017-12-31 Filed 2018-02-20
10-Q 2017-09-30 Filed 2017-11-02
10-Q 2017-06-30 Filed 2017-08-03
10-Q 2017-03-31 Filed 2017-05-04
10-K 2016-12-31 Filed 2017-02-16
10-Q 2016-09-30 Filed 2016-11-03
10-Q 2016-06-30 Filed 2016-08-04
10-Q 2016-03-31 Filed 2016-05-05
10-K 2015-12-31 Filed 2016-02-18
10-Q 2015-09-30 Filed 2015-11-05
10-Q 2015-06-30 Filed 2015-08-06
10-Q 2015-03-31 Filed 2015-05-07
10-K 2014-12-31 Filed 2015-02-19
10-Q 2014-09-30 Filed 2014-11-06
10-Q 2014-06-30 Filed 2014-08-07
10-Q 2014-03-31 Filed 2014-05-08
10-K 2013-12-31 Filed 2014-02-20
10-Q 2013-09-30 Filed 2013-11-07
10-Q 2013-06-30 Filed 2013-08-08
10-Q 2013-03-31 Filed 2013-05-09
10-K 2012-12-31 Filed 2013-02-21
10-Q 2012-09-30 Filed 2012-11-07
10-Q 2012-06-30 Filed 2012-08-08
10-Q 2012-03-31 Filed 2012-05-08
10-K 2011-12-31 Filed 2012-02-21
10-Q 2011-09-30 Filed 2011-11-04
10-Q 2011-06-30 Filed 2011-08-05
10-Q 2011-03-31 Filed 2011-05-06
10-K 2010-12-31 Filed 2011-02-15
10-Q 2010-09-30 Filed 2010-11-05
10-Q 2010-06-30 Filed 2010-08-06
10-Q 2010-03-31 Filed 2010-05-07
10-K 2009-12-31 Filed 2010-02-16
8-K 2020-11-24
8-K 2020-11-10
8-K 2020-11-05
8-K 2020-11-05
8-K 2020-09-09
8-K 2020-08-25
8-K 2020-08-25
8-K 2020-08-06
8-K 2020-05-07
8-K 2020-04-30
8-K 2020-04-06
8-K 2020-04-01
8-K 2020-02-26
8-K 2020-02-13
8-K 2020-01-13
8-K 2019-12-23
8-K 2019-11-07
8-K 2019-11-06
8-K 2019-10-22
8-K 2019-08-02
8-K 2019-08-01
8-K 2019-07-08
8-K 2019-05-02
8-K 2019-04-25
8-K 2019-02-19
8-K 2019-02-14
8-K 2019-02-01
8-K 2018-11-01
8-K 2018-09-04
8-K 2018-08-02
8-K 2018-06-11
8-K 2018-05-21
8-K 2018-05-03
8-K 2018-04-26
8-K 2018-03-02
8-K 2018-02-21
8-K 2018-02-20
8-K 2018-02-15

THS 10K Annual Report

Part I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
Part IV
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10 - K Summary
EX-10.21 a202010-kexhibit1021.htm
EX-21.1 a202010-kexhibit211.htm
EX-22 a202010-kexhibit22.htm
EX-23.1 a202010-kexhibit231.htm
EX-31.1 a202010-kexhibit311.htm
EX-31.2 a202010-kexhibit312.htm
EX-32.1 a202010-kexhibit321.htm
EX-32.2 a202010-kexhibit322.htm

Treehouse Foods Earnings 2020-12-31

Balance SheetIncome StatementCash Flow
10.08.06.04.02.00.02012201420172020
Assets, Equity
2.51.91.30.80.2-0.42012201420172020
Rev, G Profit, Net Income
2.61.81.00.2-0.6-1.42012201420172020
Ops, Inv, Fin

ths-20201231
false2020FY0001320695us-gaap:AccountingStandardsUpdate201802Memberus-gaap:LongTermDebtAndCapitalLeaseObligationsus-gaap:LongTermDebtAndCapitalLeaseObligationsus-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortizationus-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortizationus-gaap:AccruedLiabilitiesCurrentus-gaap:AccruedLiabilitiesCurrentus-gaap:LongTermDebtAndCapitalLeaseObligationsCurrentus-gaap:LongTermDebtAndCapitalLeaseObligationsCurrent033.3333.3333.3333.3333.3433.3400013206952020-01-012020-12-31iso4217:USD00013206952020-06-30xbrli:shares00013206952021-01-2900013206952020-12-3100013206952019-12-31iso4217:USDxbrli:shares00013206952019-01-012019-12-3100013206952018-01-012018-12-3100013206952017-01-012017-12-310001320695us-gaap:CommonStockMember2017-12-310001320695us-gaap:AdditionalPaidInCapitalMember2017-12-310001320695us-gaap:RetainedEarningsMember2017-12-310001320695us-gaap:TreasuryStockMember2017-12-310001320695us-gaap:AccumulatedOtherComprehensiveIncomeMember2017-12-3100013206952017-12-310001320695us-gaap:RetainedEarningsMember2018-01-012018-12-310001320695us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-01-012018-12-310001320695us-gaap:TreasuryStockMember2018-01-012018-12-310001320695us-gaap:CommonStockMember2018-01-012018-12-310001320695us-gaap:AdditionalPaidInCapitalMember2018-01-012018-12-310001320695us-gaap:RetainedEarningsMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2017-12-310001320695us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2017-12-310001320695srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2017-12-310001320695us-gaap:CommonStockMember2018-12-310001320695us-gaap:AdditionalPaidInCapitalMember2018-12-310001320695us-gaap:RetainedEarningsMember2018-12-310001320695us-gaap:TreasuryStockMember2018-12-310001320695us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-12-3100013206952018-12-310001320695us-gaap:RetainedEarningsMember2019-01-012019-12-310001320695us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-012019-12-310001320695us-gaap:CommonStockMember2019-01-012019-12-310001320695us-gaap:AdditionalPaidInCapitalMember2019-01-012019-12-310001320695us-gaap:CommonStockMember2019-12-310001320695us-gaap:AdditionalPaidInCapitalMember2019-12-310001320695us-gaap:RetainedEarningsMember2019-12-310001320695us-gaap:TreasuryStockMember2019-12-310001320695us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001320695us-gaap:RetainedEarningsMember2020-01-012020-12-310001320695us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310001320695us-gaap:TreasuryStockMember2020-01-012020-12-310001320695us-gaap:CommonStockMember2020-01-012020-12-310001320695us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310001320695us-gaap:CommonStockMember2020-12-310001320695us-gaap:AdditionalPaidInCapitalMember2020-12-310001320695us-gaap:RetainedEarningsMember2020-12-310001320695us-gaap:TreasuryStockMember2020-12-310001320695us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-3100013206952019-01-012019-01-01xbrli:pure0001320695ths:ForeignJurisdictionsMember2020-12-310001320695ths:ForeignJurisdictionsMember2019-12-310001320695srt:MinimumMemberus-gaap:BuildingAndBuildingImprovementsMember2020-01-012020-12-310001320695us-gaap:BuildingAndBuildingImprovementsMembersrt:MaximumMember2020-01-012020-12-310001320695us-gaap:MachineryAndEquipmentMembersrt:MinimumMember2020-01-012020-12-310001320695us-gaap:MachineryAndEquipmentMembersrt:MaximumMember2020-01-012020-12-310001320695ths:EquipmentAndFurnitureMembersrt:MinimumMember2020-01-012020-12-310001320695ths:EquipmentAndFurnitureMembersrt:MaximumMember2020-01-012020-12-310001320695us-gaap:CustomerRelationshipsMembersrt:MinimumMember2020-01-012020-12-310001320695us-gaap:CustomerRelationshipsMembersrt:MaximumMember2020-01-012020-12-310001320695us-gaap:TrademarksMembersrt:MinimumMember2020-01-012020-12-310001320695us-gaap:TrademarksMembersrt:MaximumMember2020-01-012020-12-310001320695us-gaap:TradeSecretsMembersrt:MinimumMember2020-01-012020-12-310001320695us-gaap:TradeSecretsMembersrt:MaximumMember2020-01-012020-12-310001320695srt:MinimumMemberus-gaap:ComputerSoftwareIntangibleAssetMember2020-01-012020-12-310001320695us-gaap:ComputerSoftwareIntangibleAssetMembersrt:MaximumMember2020-01-012020-12-310001320695us-gaap:ShippingAndHandlingMember2020-01-012020-12-310001320695us-gaap:ShippingAndHandlingMember2019-01-012019-12-310001320695us-gaap:ShippingAndHandlingMember2018-01-012018-12-310001320695ths:RestructuringAndMarginImprovementActivitiesCategoriesMember2020-01-012020-12-310001320695ths:TreeHouse2020RestructuringPlanMemberths:RestructuringAndMarginImprovementActivitiesCategoriesMember2020-01-012020-12-310001320695ths:TreeHouse2020RestructuringPlanMemberths:RestructuringAndMarginImprovementActivitiesCategoriesMember2019-01-012019-12-310001320695ths:TreeHouse2020RestructuringPlanMemberths:RestructuringAndMarginImprovementActivitiesCategoriesMember2018-01-012018-12-310001320695ths:StructureToWinImprovementProgramMemberths:RestructuringAndMarginImprovementActivitiesCategoriesMember2020-01-012020-12-310001320695ths:StructureToWinImprovementProgramMemberths:RestructuringAndMarginImprovementActivitiesCategoriesMember2019-01-012019-12-310001320695ths:StructureToWinImprovementProgramMemberths:RestructuringAndMarginImprovementActivitiesCategoriesMember2018-01-012018-12-310001320695ths:OtherRestructuringAndPlantClosingCostsMemberths:RestructuringAndMarginImprovementActivitiesCategoriesMember2020-01-012020-12-310001320695ths:OtherRestructuringAndPlantClosingCostsMemberths:RestructuringAndMarginImprovementActivitiesCategoriesMember2019-01-012019-12-310001320695ths:OtherRestructuringAndPlantClosingCostsMemberths:RestructuringAndMarginImprovementActivitiesCategoriesMember2018-01-012018-12-310001320695ths:RestructuringAndMarginImprovementActivitiesCategoriesMember2019-01-012019-12-310001320695ths:RestructuringAndMarginImprovementActivitiesCategoriesMember2018-01-012018-12-310001320695us-gaap:CostOfSalesMember2020-01-012020-12-310001320695us-gaap:CostOfSalesMember2019-01-012019-12-310001320695us-gaap:CostOfSalesMember2018-01-012018-12-310001320695us-gaap:GeneralAndAdministrativeExpenseMember2020-01-012020-12-310001320695us-gaap:GeneralAndAdministrativeExpenseMember2019-01-012019-12-310001320695us-gaap:GeneralAndAdministrativeExpenseMember2018-01-012018-12-310001320695us-gaap:OtherOperatingIncomeExpenseMember2020-01-012020-12-310001320695us-gaap:OtherOperatingIncomeExpenseMember2019-01-012019-12-310001320695us-gaap:OtherOperatingIncomeExpenseMember2018-01-012018-12-310001320695ths:OtherRestructuringAndPlantClosingCostsMemberus-gaap:EmployeeSeveranceMember2019-12-310001320695ths:OtherRestructuringAndPlantClosingCostsMemberus-gaap:EmployeeSeveranceMember2020-01-012020-12-310001320695ths:OtherRestructuringAndPlantClosingCostsMemberus-gaap:EmployeeSeveranceMember2020-12-310001320695ths:TreeHouse2020RestructuringPlanMemberths:VisaliaCaliforniaFacilityClosureMember2019-01-012019-03-31ths:facility0001320695ths:TreeHouse2020RestructuringPlanMemberths:DothanAlabamaBattleCreekMichiganAndMinneapolisMinnesotaMember2020-01-012020-12-310001320695ths:TreeHouse2020RestructuringPlanMember2020-01-012020-12-310001320695ths:AssetRelatedCostsMemberths:TreeHouse2020RestructuringPlanMember2020-01-012020-12-310001320695ths:AssetRelatedCostsMemberths:TreeHouse2020RestructuringPlanMember2019-01-012019-12-310001320695ths:AssetRelatedCostsMemberths:TreeHouse2020RestructuringPlanMember2018-01-012018-12-310001320695ths:AssetRelatedCostsMemberths:TreeHouse2020RestructuringPlanMember2020-12-310001320695ths:EmployeeRelatedCostsMemberths:TreeHouse2020RestructuringPlanMember2020-01-012020-12-310001320695ths:EmployeeRelatedCostsMemberths:TreeHouse2020RestructuringPlanMember2019-01-012019-12-310001320695ths:EmployeeRelatedCostsMemberths:TreeHouse2020RestructuringPlanMember2018-01-012018-12-310001320695ths:EmployeeRelatedCostsMemberths:TreeHouse2020RestructuringPlanMember2020-12-310001320695ths:TreeHouse2020RestructuringPlanMemberus-gaap:OtherRestructuringMember2020-01-012020-12-310001320695ths:TreeHouse2020RestructuringPlanMemberus-gaap:OtherRestructuringMember2019-01-012019-12-310001320695ths:TreeHouse2020RestructuringPlanMemberus-gaap:OtherRestructuringMember2018-01-012018-12-310001320695ths:TreeHouse2020RestructuringPlanMemberus-gaap:OtherRestructuringMember2020-12-310001320695ths:TreeHouse2020RestructuringPlanMember2019-01-012019-12-310001320695ths:TreeHouse2020RestructuringPlanMember2018-01-012018-12-310001320695ths:TreeHouse2020RestructuringPlanMember2020-12-310001320695ths:StructureToWinImprovementProgramMember2020-01-012020-12-310001320695ths:AssetRelatedCostsMemberths:StructureToWinImprovementProgramMember2020-01-012020-12-310001320695ths:AssetRelatedCostsMemberths:StructureToWinImprovementProgramMember2019-01-012019-12-310001320695ths:AssetRelatedCostsMemberths:StructureToWinImprovementProgramMember2018-01-012018-12-310001320695ths:AssetRelatedCostsMemberths:StructureToWinImprovementProgramMember2020-12-310001320695ths:StructureToWinImprovementProgramMemberths:EmployeeRelatedCostsMember2020-01-012020-12-310001320695ths:StructureToWinImprovementProgramMemberths:EmployeeRelatedCostsMember2019-01-012019-12-310001320695ths:StructureToWinImprovementProgramMemberths:EmployeeRelatedCostsMember2018-01-012018-12-310001320695ths:StructureToWinImprovementProgramMemberths:EmployeeRelatedCostsMember2020-12-310001320695ths:StructureToWinImprovementProgramMemberus-gaap:OtherRestructuringMember2020-01-012020-12-310001320695ths:StructureToWinImprovementProgramMemberus-gaap:OtherRestructuringMember2019-01-012019-12-310001320695ths:StructureToWinImprovementProgramMemberus-gaap:OtherRestructuringMember2018-01-012018-12-310001320695ths:StructureToWinImprovementProgramMemberus-gaap:OtherRestructuringMember2020-12-310001320695ths:StructureToWinImprovementProgramMember2019-01-012019-12-310001320695ths:StructureToWinImprovementProgramMember2018-01-012018-12-310001320695ths:StructureToWinImprovementProgramMember2020-12-310001320695ths:StructureToWinImprovementProgramMember2019-12-310001320695ths:OtherRestructuringAndPlantClosingCostsMember2020-01-012020-12-310001320695ths:AssetRelatedCostsMemberths:OtherRestructuringAndPlantClosingCostsMember2018-01-012018-12-310001320695us-gaap:OtherRestructuringMemberths:OtherRestructuringAndPlantClosingCostsMember2018-01-012018-12-310001320695ths:OtherRestructuringAndPlantClosingCostsMember2018-01-012018-12-310001320695srt:MinimumMember2020-01-012020-12-310001320695srt:MaximumMember2020-01-012020-12-31ths:agreement0001320695ths:RivianaFoodsMember2020-12-112020-12-110001320695ths:RivianaFoodsMember2020-12-112020-12-310001320695ths:RivianaFoodsMember2020-12-110001320695ths:RivianaFoodsMemberus-gaap:CustomerRelationshipsMember2020-12-110001320695ths:RivianaFoodsMemberus-gaap:TradeNamesMember2020-12-110001320695ths:RivianaFoodsMemberus-gaap:TradeSecretsMember2020-12-110001320695ths:RivianaFoodsMemberus-gaap:CustomerRelationshipsMember2020-12-112020-12-110001320695ths:RivianaFoodsMemberus-gaap:TradeNamesMember2020-12-112020-12-110001320695ths:RivianaFoodsMemberus-gaap:TradeSecretsMember2020-12-112020-12-110001320695ths:RivianaFoodsMember2020-01-012020-12-310001320695ths:RivianaFoodsMemberus-gaap:CostOfSalesMember2020-01-012020-12-310001320695ths:RefrigeratedDoughAcquisitionMember2020-09-012020-09-010001320695ths:MealPreparationSegmentMemberths:RefrigeratedDoughAcquisitionMember2020-09-010001320695us-gaap:SegmentDiscontinuedOperationsMemberths:SnacksMember2019-04-012019-06-300001320695us-gaap:SegmentDiscontinuedOperationsMemberths:SnacksMemberus-gaap:PropertyPlantAndEquipmentMember2019-04-012019-06-300001320695us-gaap:DiscontinuedOperationsDisposedOfBySaleMemberths:SnacksMember2019-08-010001320695us-gaap:DiscontinuedOperationsDisposedOfBySaleMemberths:SnacksMember2019-01-012019-12-31ths:plant0001320695us-gaap:DiscontinuedOperationsDisposedOfBySaleMemberths:RTECerealMember2020-01-012020-12-310001320695us-gaap:DiscontinuedOperationsDisposedOfBySaleMemberths:RTECerealMember2019-01-012019-12-310001320695us-gaap:DiscontinuedOperationsDisposedOfBySaleMember2020-01-012020-12-310001320695us-gaap:DiscontinuedOperationsDisposedOfBySaleMember2019-01-012019-12-310001320695us-gaap:DiscontinuedOperationsDisposedOfBySaleMember2018-01-012018-12-310001320695us-gaap:DiscontinuedOperationsDisposedOfBySaleMember2020-12-310001320695us-gaap:DiscontinuedOperationsDisposedOfBySaleMember2019-12-310001320695us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberths:InStoreBakeryFacilitiesMember2019-10-012019-12-310001320695us-gaap:DiscontinuedOperationsDisposedOfBySaleMemberths:SnacksMember2020-04-170001320695us-gaap:DiscontinuedOperationsDisposedOfBySaleMemberths:MealsSegmentMemberths:InStoreBakeryFacilitiesMember2020-01-012020-12-310001320695us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberths:InStoreBakeryFacilitiesMember2019-12-310001320695us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberstpr:MNths:InStoreBakeryFacilitiesMember2019-12-310001320695ths:MealsSegmentMember2018-01-012018-12-310001320695us-gaap:LandMember2020-12-310001320695us-gaap:LandMember2019-12-310001320695us-gaap:BuildingAndBuildingImprovementsMember2020-12-310001320695us-gaap:BuildingAndBuildingImprovementsMember2019-12-310001320695us-gaap:MachineryAndEquipmentMember2020-12-310001320695us-gaap:MachineryAndEquipmentMember2019-12-310001320695us-gaap:ConstructionInProgressMember2020-12-310001320695us-gaap:ConstructionInProgressMember2019-12-310001320695ths:CookiesAndDryDinnerAssetGroupMember2019-01-012019-12-31ths:segment00013206952020-01-012020-03-310001320695ths:MealPreparationSegmentMember2018-12-310001320695ths:SnackingAndBeveragesSegmentMember2018-12-310001320695ths:MealPreparationSegmentMember2019-01-012019-12-310001320695ths:SnackingAndBeveragesSegmentMember2019-01-012019-12-310001320695ths:MealPreparationSegmentMember2019-12-310001320695ths:SnackingAndBeveragesSegmentMember2019-12-310001320695ths:MealPreparationSegmentMember2020-01-012020-12-310001320695ths:SnackingAndBeveragesSegmentMember2020-01-012020-12-310001320695ths:MealPreparationSegmentMember2020-12-310001320695ths:SnackingAndBeveragesSegmentMember2020-12-310001320695us-gaap:CustomerRelatedIntangibleAssetsMember2020-01-012020-12-310001320695us-gaap:CustomerRelatedIntangibleAssetsMember2020-12-310001320695us-gaap:CustomerRelatedIntangibleAssetsMember2019-12-310001320695us-gaap:ContractualRightsMember2020-12-310001320695us-gaap:ContractualRightsMember2019-12-310001320695us-gaap:TrademarksMember2020-01-012020-12-310001320695us-gaap:TrademarksMember2020-12-310001320695us-gaap:TrademarksMember2019-12-310001320695us-gaap:TradeSecretsMember2020-01-012020-12-310001320695us-gaap:TradeSecretsMember2020-12-310001320695us-gaap:TradeSecretsMember2019-12-310001320695us-gaap:ComputerSoftwareIntangibleAssetMember2020-01-012020-12-310001320695us-gaap:ComputerSoftwareIntangibleAssetMember2020-12-310001320695us-gaap:ComputerSoftwareIntangibleAssetMember2019-12-310001320695us-gaap:TrademarksMember2020-12-310001320695us-gaap:TrademarksMember2019-12-310001320695us-gaap:ContractualRightsMember2020-01-012020-12-310001320695ths:TermLoanAMember2020-12-310001320695ths:TermLoanAMember2019-12-310001320695ths:TermLoanA1FacilityMember2020-12-310001320695ths:TermLoanA1FacilityMember2019-12-310001320695ths:SeniorNotesDueTwentyTwentyTwoMember2020-12-310001320695ths:SeniorNotesDueTwentyTwentyTwoMember2020-08-260001320695ths:SeniorNotesDueTwentyTwentyFourMember2020-12-310001320695ths:SeniorNotesDueTwentyTwentyFourMember2019-12-310001320695ths:SeniorNotesDueTwentyTwentyEightMember2020-12-310001320695ths:SeniorNotesDueTwentyTwentyEightMember2019-12-310001320695us-gaap:LongTermDebtMember2020-12-310001320695us-gaap:LongTermDebtMember2019-12-31ths:term_loan0001320695us-gaap:RevolvingCreditFacilityMember2017-12-010001320695us-gaap:RevolvingCreditFacilityMember2017-11-300001320695us-gaap:RevolvingCreditFacilityMembersrt:MaximumMember2017-11-300001320695us-gaap:RevolvingCreditFacilityMembersrt:MinimumMember2017-12-0100013206952018-06-112018-06-110001320695ths:CreditFacilityRatablyThroughJanuary312025Member2018-06-110001320695ths:CreditFacilityRatablyThroughFebruary12023Member2018-06-1100013206952019-08-262019-08-2600013206952019-10-012019-12-310001320695us-gaap:InterestRateSwapMember2020-01-012020-12-310001320695us-gaap:RevolvingCreditFacilityMember2020-12-310001320695srt:MinimumMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMember2020-01-012020-12-310001320695us-gaap:RevolvingCreditFacilityMembersrt:MaximumMemberus-gaap:LondonInterbankOfferedRateLIBORMember2020-01-012020-12-310001320695us-gaap:BaseRateMembersrt:MinimumMemberus-gaap:RevolvingCreditFacilityMember2020-01-012020-12-310001320695us-gaap:BaseRateMemberus-gaap:RevolvingCreditFacilityMembersrt:MaximumMember2020-01-012020-12-310001320695ths:DirectAndIndirectGuarantorSubsidiariesMember2020-01-012020-12-310001320695ths:TermLoanAMember2017-12-010001320695ths:TermLoanAMembersrt:MinimumMemberus-gaap:LondonInterbankOfferedRateLIBORMember2017-12-012017-12-010001320695ths:TermLoanAMembersrt:MaximumMemberus-gaap:LondonInterbankOfferedRateLIBORMember2017-12-012017-12-010001320695us-gaap:BaseRateMemberths:TermLoanAMembersrt:MinimumMember2017-12-012017-12-010001320695us-gaap:BaseRateMemberths:TermLoanAMembersrt:MaximumMember2017-12-012017-12-010001320695ths:TermLoanA1FacilityMember2017-12-010001320695ths:SeniorNotesDueTwentyTwentyTwoMember2020-08-262020-08-260001320695ths:SeniorNotesDueTwentyTwentyFourMember2016-01-292016-01-290001320695ths:SeniorNotesDueTwentyTwentyFourMember2016-01-290001320695ths:SeniorNotesDueTwentyTwentyTwoMember2018-01-012018-12-310001320695ths:SeniorNotesDueTwentyTwentyFourMember2018-01-012018-12-310001320695ths:SeniorNotesDueTwentyTwentyFourMember2020-01-012020-12-310001320695ths:SeniorNotesDueTwentyTwentyEightMember2020-09-090001320695us-gaap:DebtInstrumentRedemptionPeriodOneMemberths:SeniorNotesDueTwentyTwentyEightMember2020-09-092020-09-090001320695us-gaap:DebtInstrumentRedemptionPeriodTwoMemberths:SeniorNotesDueTwentyTwentyEightMember2020-09-092020-09-090001320695ths:SeniorNotesDueTwentyTwentyEightMemberus-gaap:DebtInstrumentRedemptionPeriodThreeMember2020-09-092020-09-090001320695ths:SeniorNotesDueTwentyTwentyTwoAndTwentyTwentyFourMember2020-01-012020-12-310001320695us-gaap:InterestRateSwapMember2020-12-310001320695us-gaap:CommonStockMembersrt:MaximumMember2017-11-020001320695us-gaap:CommonStockMember2017-11-020001320695ths:EquityIncentivePlanMember2020-12-310001320695us-gaap:EmployeeStockOptionMember2018-01-012018-03-310001320695us-gaap:RestrictedStockMember2018-01-012018-03-310001320695us-gaap:PerformanceSharesMember2018-01-012018-03-310001320695us-gaap:EmployeeStockOptionMember2019-12-310001320695us-gaap:EmployeeStockOptionMember2019-01-012019-12-310001320695us-gaap:EmployeeStockOptionMember2020-01-012020-12-310001320695us-gaap:EmployeeStockOptionMember2020-12-310001320695ths:EmployeeAndDirectorStockOptionMember2020-01-012020-12-310001320695ths:EmployeeAndDirectorStockOptionMember2019-01-012019-12-310001320695ths:EmployeeAndDirectorStockOptionMember2018-01-012018-12-310001320695us-gaap:EmployeeStockOptionMember2018-01-012018-12-310001320695us-gaap:RestrictedStockUnitsRSUMember2019-12-310001320695ths:DirectorRestrictedStockUnitsMember2019-12-310001320695us-gaap:RestrictedStockUnitsRSUMember2020-01-012020-12-310001320695ths:DirectorRestrictedStockUnitsMember2020-01-012020-12-310001320695us-gaap:RestrictedStockUnitsRSUMember2020-12-310001320695ths:DirectorRestrictedStockUnitsMember2020-12-310001320695ths:EmployeeRestrictedStockUnitsAndDirectorRestrictedStockUnitsMember2020-01-012020-12-310001320695ths:EmployeeRestrictedStockUnitsAndDirectorRestrictedStockUnitsMember2019-01-012019-12-310001320695ths:EmployeeRestrictedStockUnitsAndDirectorRestrictedStockUnitsMember2018-01-012018-12-310001320695ths:EmployeeRestrictedStockUnitsAndDirectorRestrictedStockUnitsMember2020-12-31ths:performance_period0001320695us-gaap:PerformanceSharesMembersrt:MinimumMember2020-01-012020-12-310001320695us-gaap:PerformanceSharesMembersrt:MaximumMember2020-01-012020-12-310001320695us-gaap:PerformanceSharesMember2019-12-310001320695us-gaap:PerformanceSharesMember2020-01-012020-12-310001320695us-gaap:PerformanceSharesMember2020-12-310001320695us-gaap:PerformanceSharesMember2019-01-012019-12-310001320695us-gaap:PerformanceSharesMember2018-01-012018-12-310001320695us-gaap:ShareBasedCompensationAwardTrancheOneMemberus-gaap:EmployeeStockOptionMember2020-01-012020-12-310001320695us-gaap:ShareBasedCompensationAwardTrancheOneMemberus-gaap:RestrictedStockMember2020-01-012020-12-310001320695us-gaap:EmployeeStockOptionMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2020-01-012020-12-310001320695us-gaap:RestrictedStockMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2020-01-012020-12-310001320695us-gaap:EmployeeStockOptionMemberus-gaap:ShareBasedCompensationAwardTrancheThreeMember2020-01-012020-12-310001320695us-gaap:ShareBasedCompensationAwardTrancheThreeMemberus-gaap:RestrictedStockMember2020-01-012020-12-310001320695us-gaap:AccumulatedTranslationAdjustmentMember2017-12-310001320695us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2017-12-310001320695us-gaap:AccumulatedTranslationAdjustmentMember2018-01-012018-12-310001320695us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2018-01-012018-12-310001320695us-gaap:AccumulatedTranslationAdjustmentMember2018-12-310001320695us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2018-12-310001320695us-gaap:AccumulatedTranslationAdjustmentMember2019-01-012019-12-310001320695us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2019-01-012019-12-310001320695us-gaap:AccumulatedTranslationAdjustmentMember2019-12-310001320695us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2019-12-310001320695us-gaap:AccumulatedTranslationAdjustmentMember2020-01-012020-12-310001320695us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2020-01-012020-12-310001320695us-gaap:AccumulatedTranslationAdjustmentMember2020-12-310001320695us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2020-12-310001320695us-gaap:PensionPlansDefinedBenefitMember2020-12-310001320695us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2020-12-310001320695us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMember2020-12-310001320695us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FixedIncomeSecuritiesMember2020-12-310001320695us-gaap:PensionPlansDefinedBenefitMemberus-gaap:HedgeFundsMember2020-12-310001320695us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember2020-12-310001320695us-gaap:FairValueInputsLevel1Memberus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember2020-12-310001320695us-gaap:FairValueInputsLevel1Memberus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember2019-12-310001320695us-gaap:FairValueInputsLevel1Memberus-gaap:DefinedBenefitPlanEquitySecuritiesMember2020-12-310001320695us-gaap:FairValueInputsLevel1Memberus-gaap:DefinedBenefitPlanEquitySecuritiesMember2019-12-310001320695us-gaap:FairValueInputsLevel1Memberus-gaap:FixedIncomeFundsMember2020-12-310001320695us-gaap:FairValueInputsLevel1Memberus-gaap:FixedIncomeFundsMember2019-12-310001320695us-gaap:FairValueInputsLevel1Memberths:DefinedBenefitPlanAlternativeFundsMember2020-12-310001320695us-gaap:FairValueInputsLevel1Memberths:DefinedBenefitPlanAlternativeFundsMember2019-12-310001320695us-gaap:PensionPlansDefinedBenefitMember2019-12-310001320695us-gaap:PensionPlansDefinedBenefitMember2018-12-310001320695us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2019-12-310001320695us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2018-12-310001320695us-gaap:PensionPlansDefinedBenefitMember2020-01-012020-12-310001320695us-gaap:PensionPlansDefinedBenefitMember2019-01-012019-12-310001320695us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2020-01-012020-12-310001320695us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2019-01-012019-12-310001320695srt:MinimumMember2020-12-310001320695srt:MinimumMember2019-12-310001320695srt:MaximumMember2019-12-310001320695us-gaap:PensionPlansDefinedBenefitMember2018-01-012018-12-310001320695us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2018-01-012018-12-310001320695us-gaap:PensionPlansDefinedBenefitMembersrt:MinimumMember2020-01-012020-12-310001320695us-gaap:PensionPlansDefinedBenefitMembersrt:MaximumMember2020-01-012020-12-310001320695us-gaap:PensionPlansDefinedBenefitMembersrt:MinimumMember2019-01-012019-12-310001320695us-gaap:PensionPlansDefinedBenefitMembersrt:MaximumMember2019-01-012019-12-310001320695us-gaap:PensionPlansDefinedBenefitMembersrt:MinimumMember2018-01-012018-12-310001320695us-gaap:PensionPlansDefinedBenefitMembersrt:MaximumMember2018-01-012018-12-310001320695us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMembersrt:MaximumMember2020-12-310001320695ths:BakeryAndConfectioneryUnionAndIndustryInternationalPensionFundMember2020-01-012020-12-310001320695ths:BakeryAndConfectioneryUnionAndIndustryInternationalPensionFundMember2019-01-012019-12-310001320695ths:BakeryAndConfectioneryUnionAndIndustryInternationalPensionFundMember2018-01-012018-12-310001320695ths:CentralStatesSoutheastAndSouthwestAreasPensionFundMember2020-01-012020-12-310001320695ths:CentralStatesSoutheastAndSouthwestAreasPensionFundMember2019-01-012019-12-310001320695ths:CentralStatesSoutheastAndSouthwestAreasPensionFundMember2018-01-012018-12-310001320695ths:RetailWholesaleAndDepartmentStoreInternationalUnionAndIndustryPensionFundMember2020-01-012020-12-310001320695ths:RetailWholesaleAndDepartmentStoreInternationalUnionAndIndustryPensionFundMember2019-01-012019-12-310001320695ths:RetailWholesaleAndDepartmentStoreInternationalUnionAndIndustryPensionFundMember2018-01-012018-12-310001320695ths:RockfordAreaDairyIndustryTeamstersRetirementPensionPlanMember2020-01-012020-12-310001320695ths:RockfordAreaDairyIndustryTeamstersRetirementPensionPlanMember2019-01-012019-12-310001320695ths:RockfordAreaDairyIndustryTeamstersRetirementPensionPlanMember2018-01-012018-12-310001320695ths:WesternConferenceOfTeamstersPensionFundMember2020-01-012020-12-310001320695ths:WesternConferenceOfTeamstersPensionFundMember2019-01-012019-12-310001320695ths:WesternConferenceOfTeamstersPensionFundMember2018-01-012018-12-31ths:complaint0001320695ths:ClassActionsFiledByShareholdersMember2020-12-3100013206952019-12-162019-12-1600013206952020-03-102020-03-100001320695ths:Suchaneketalv.SturmFoodsInc.andTreeHouseIncMemberus-gaap:PendingLitigationMember2020-12-310001320695us-gaap:InterestRateSwapMembersrt:ScenarioForecastMember2025-12-310001320695us-gaap:ForeignExchangeContractMember2020-12-31utr:MW0001320695ths:ElectricityContractMember2020-12-31utr:gal0001320695ths:DieselFuelContractsMember2020-12-31ths:dekatherm0001320695ths:NaturalGasContractsMember2020-12-31utr:lb0001320695ths:CoffeeContractMember2020-12-310001320695ths:ResinContractMember2020-12-310001320695us-gaap:CommodityContractMember2020-12-310001320695us-gaap:CommodityContractMember2019-12-310001320695us-gaap:InterestRateSwapMember2019-12-310001320695us-gaap:ForeignExchangeContractMember2019-12-310001320695us-gaap:CommodityContractMemberus-gaap:OtherIncomeMember2020-01-012020-12-310001320695us-gaap:CommodityContractMemberus-gaap:OtherIncomeMember2019-01-012019-12-310001320695us-gaap:CommodityContractMemberus-gaap:OtherIncomeMember2018-01-012018-12-310001320695us-gaap:OtherIncomeMemberus-gaap:ForeignExchangeContractMember2020-01-012020-12-310001320695us-gaap:OtherIncomeMemberus-gaap:ForeignExchangeContractMember2019-01-012019-12-310001320695us-gaap:OtherIncomeMemberus-gaap:ForeignExchangeContractMember2018-01-012018-12-310001320695us-gaap:InterestRateSwapMemberus-gaap:OtherIncomeMember2020-01-012020-12-310001320695us-gaap:InterestRateSwapMemberus-gaap:OtherIncomeMember2019-01-012019-12-310001320695us-gaap:InterestRateSwapMemberus-gaap:OtherIncomeMember2018-01-012018-12-310001320695us-gaap:SellingAndMarketingExpenseMemberus-gaap:CommodityContractMember2020-01-012020-12-310001320695us-gaap:SellingAndMarketingExpenseMemberus-gaap:CommodityContractMember2019-01-012019-12-310001320695us-gaap:SellingAndMarketingExpenseMemberus-gaap:CommodityContractMember2018-01-012018-12-310001320695us-gaap:ForeignExchangeContractMemberus-gaap:CostOfSalesMember2020-01-012020-12-310001320695us-gaap:ForeignExchangeContractMemberus-gaap:CostOfSalesMember2019-01-012019-12-310001320695us-gaap:ForeignExchangeContractMemberus-gaap:CostOfSalesMember2018-01-012018-12-310001320695us-gaap:InterestRateSwapMemberus-gaap:InterestExpenseMember2020-01-012020-12-310001320695us-gaap:InterestRateSwapMemberus-gaap:InterestExpenseMember2019-01-012019-12-310001320695us-gaap:InterestRateSwapMemberus-gaap:InterestExpenseMember2018-01-012018-12-3100013206952020-01-012020-01-010001320695us-gaap:OperatingSegmentsMemberths:MealPreparationMember2020-01-012020-12-310001320695us-gaap:OperatingSegmentsMemberths:MealPreparationMember2019-01-012019-12-310001320695us-gaap:OperatingSegmentsMemberths:MealPreparationMember2018-01-012018-12-310001320695us-gaap:OperatingSegmentsMemberths:SnackingAndBeveragesMember2020-01-012020-12-310001320695us-gaap:OperatingSegmentsMemberths:SnackingAndBeveragesMember2019-01-012019-12-310001320695us-gaap:OperatingSegmentsMemberths:SnackingAndBeveragesMember2018-01-012018-12-310001320695us-gaap:MaterialReconcilingItemsMember2020-01-012020-12-310001320695us-gaap:MaterialReconcilingItemsMember2019-01-012019-12-310001320695us-gaap:MaterialReconcilingItemsMember2018-01-012018-12-310001320695us-gaap:OperatingSegmentsMember2020-01-012020-12-310001320695us-gaap:OperatingSegmentsMember2019-01-012019-12-310001320695us-gaap:OperatingSegmentsMember2018-01-012018-12-310001320695us-gaap:CorporateNonSegmentMember2020-01-012020-12-310001320695us-gaap:CorporateNonSegmentMember2019-01-012019-12-310001320695us-gaap:CorporateNonSegmentMember2018-01-012018-12-310001320695ths:CenterStoreGroceryMemberths:MealPreparationMember2020-01-012020-12-310001320695ths:CenterStoreGroceryMemberths:MealPreparationMember2019-01-012019-12-310001320695ths:CenterStoreGroceryMemberths:MealPreparationMember2018-01-012018-12-310001320695ths:MainCourseMemberths:MealPreparationMember2020-01-012020-12-310001320695ths:MainCourseMemberths:MealPreparationMember2019-01-012019-12-310001320695ths:MainCourseMemberths:MealPreparationMember2018-01-012018-12-310001320695ths:MealPreparationMember2020-01-012020-12-310001320695ths:MealPreparationMember2019-01-012019-12-310001320695ths:MealPreparationMember2018-01-012018-12-310001320695ths:SweetSavorySnacksMemberths:SnackingAndBeveragesMember2020-01-012020-12-310001320695ths:SweetSavorySnacksMemberths:SnackingAndBeveragesMember2019-01-012019-12-310001320695ths:SweetSavorySnacksMemberths:SnackingAndBeveragesMember2018-01-012018-12-310001320695ths:SnackingAndBeveragesMemberths:BeveragesAndDrinkMixesMember2020-01-012020-12-310001320695ths:SnackingAndBeveragesMemberths:BeveragesAndDrinkMixesMember2019-01-012019-12-310001320695ths:SnackingAndBeveragesMemberths:BeveragesAndDrinkMixesMember2018-01-012018-12-310001320695ths:SnackingAndBeveragesMember2020-01-012020-12-310001320695ths:SnackingAndBeveragesMember2019-01-012019-12-310001320695ths:SnackingAndBeveragesMember2018-01-012018-12-310001320695ths:RetailGroceryCustomersMember2020-01-012020-12-310001320695ths:RetailGroceryCustomersMember2019-01-012019-12-310001320695ths:RetailGroceryCustomersMember2018-01-012018-12-310001320695ths:FoodAwayFromHomeMember2020-01-012020-12-310001320695ths:FoodAwayFromHomeMember2019-01-012019-12-310001320695ths:FoodAwayFromHomeMember2018-01-012018-12-310001320695ths:IndustrialCoManufacturingAndOtherMember2020-01-012020-12-310001320695ths:IndustrialCoManufacturingAndOtherMember2019-01-012019-12-310001320695ths:IndustrialCoManufacturingAndOtherMember2018-01-012018-12-310001320695us-gaap:NonUsMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2020-01-012020-12-310001320695us-gaap:NonUsMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2019-01-012019-12-310001320695us-gaap:NonUsMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2018-01-012018-12-310001320695us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMembercountry:CA2020-01-012020-12-310001320695us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMembercountry:CA2019-01-012019-12-310001320695us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMembercountry:CA2018-01-012018-12-310001320695country:US2020-12-310001320695country:US2019-12-310001320695country:CA2020-12-310001320695country:CA2019-12-310001320695ths:OtherCountryMember2020-12-310001320695ths:OtherCountryMember2019-12-310001320695us-gaap:SalesRevenueNetMemberths:WalmartStoresIncAndAffiliatesMemberus-gaap:CustomerConcentrationRiskMember2020-01-012020-12-310001320695us-gaap:SalesRevenueNetMemberths:WalmartStoresIncAndAffiliatesMemberus-gaap:CustomerConcentrationRiskMember2019-01-012019-12-310001320695us-gaap:SalesRevenueNetMemberths:WalmartStoresIncAndAffiliatesMemberus-gaap:CustomerConcentrationRiskMember2018-01-012018-12-310001320695us-gaap:AccountsReceivableMemberths:WalmartIncMemberus-gaap:CustomerConcentrationRiskMember2020-01-012020-12-310001320695us-gaap:AccountsReceivableMemberths:CostcoMemberus-gaap:CustomerConcentrationRiskMember2019-01-012019-12-3100013206952020-04-012020-06-3000013206952020-07-012020-09-3000013206952020-10-012020-12-3100013206952019-01-012019-03-3100013206952019-04-012019-06-3000013206952019-07-012019-09-300001320695ths:SeniorNotesDueTwentyTwentyFourMemberus-gaap:SubsequentEventMember2021-01-150001320695ths:SeniorNotesDueTwentyTwentyFourMemberus-gaap:SubsequentEventMember2021-01-152021-01-150001320695us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2017-12-310001320695us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2018-01-012018-12-310001320695us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2018-12-310001320695us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2019-01-012019-12-310001320695us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2019-12-310001320695us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2020-01-012020-12-310001320695us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2020-12-31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2020
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
ths-20201231_g1.jpg
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 600Oak Brook, IL60523
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code (708) 483-1300
 
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, $.01 par valueTHSNew York Stock Exchange
Securities registered pursuant to section 12(g) of the Act:  None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes þ    No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes ¨    No þ
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 þ    No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes þ    No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerþAccelerated filer
¨
Non-accelerated filer
¨  
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 of revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes     No þ
The aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, 2020, based on the $43.80 per share closing price on the New York Stock Exchange on such date, was approximately $2,457.3 million. Shares of common stock held by executive officers and directors of the registrant have been excluded from this calculation because such persons may be deemed to be affiliates.
The number of shares of the registrant’s common stock outstanding as of January 29, 2021 was 55,892,015.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held on April 29, 2021 are incorporated by reference into Part III of this Form 10-K.



TABLE OF CONTENTS
 Page
   
   
  
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
   
  
Item 5
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B
   
  
Item 10
Item 11
Item 12
Item 13
Item 14
   
  
Item 15
Item 16
 
 

2


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain statements and information in this Form 10-K may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "1933 Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The words "believe," "estimate", "project", "expect," "anticipate," "plan," "intend," "foresee," "should," "would," "could" or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available. 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 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. Such factors include, but are not limited to: risks related to the impact of the ongoing COVID-19 outbreak on our business, suppliers, consumers, customers and employees; the success of our restructuring programs; our level of indebtedness and related obligations; disruptions in the financial markets; interest rates; changes in foreign currency exchange rates; customer concentration and consolidation; raw material and commodity costs; competition, disruptions or inefficiencies in our supply chain and/or operations, including from the ongoing COVID-19 outbreak; 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 customer preferences; the outcome of litigation and regulatory proceedings to which we may be a party; product recalls; changes in laws and regulations applicable to us; disruptions in or failures of our information technology systems; and labor strikes or work stoppages and other risks that are described in Part I, Item 1A – Risk Factors and our other reports filed from time to time with the Securities and Exchange Commission (the "SEC").
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date that such statements are made. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

3


PART I
 
Item 1.    Business
General Development of Business
References herein to "we", "us", "our", "Company", and "TreeHouse" refer to TreeHouse Foods, Inc. and its consolidated subsidiaries unless the context specifically states or implies otherwise.
TreeHouse is a leading manufacturer and distributor of private label packaged foods and beverages in North America. We have approximately 40 production facilities across North America and Italy, and our vision is to be the undisputed solutions leader for custom brands for our customers. Our extensive product portfolio includes snacking, beverages, and meal preparation products, available in shelf stable, refrigerated, frozen, and fresh formats. We have a comprehensive offering of packaging formats and flavor profiles, and we also offer clean label, organic, and preservative-free ingredients across almost our entire portfolio. Our purpose is to make high quality food and beverages affordable to all.
The Company was incorporated on January 25, 2005 by Dean Foods Company to accomplish a spin-off of certain specialty businesses to its shareholders, which was completed on June 27, 2005. Since the Company began operating as an independent entity, it has expanded its product offerings through a number of strategic and bolt-on acquisitions. We manufacture and sell the following:
private label products to retailers, such as supermarkets, mass merchandisers, and specialty retailers, for resale under the retailers’ own or controlled labels;
private label and branded products to the foodservice industry, including foodservice distributors and national restaurant operators;
branded products under our own proprietary brands, primarily on a regional basis to retailers;
branded products under co-pack agreements to other major branded companies for their distributions; and
products to our industrial customer base for repackaging in portion control packages and for use as ingredients by other food manufacturers.
We operate our business as Bay Valley Foods, LLC ("Bay Valley"), Sturm Foods, Inc., S.T. Specialty Foods, Inc., Associated Brands, Inc., TreeHouse Foods Services, LLC, Protenergy Natural Foods, Inc., TreeHouse Private Brands, Inc., American Italian Pasta Company, Linette Quality Chocolates, Inc., Ralcorp Frozen Bakery Products, Inc., Cottage Bakery, Inc., and The Carriage House Companies, Inc. in the United States, E.D. Smith Foods, Ltd., Associated Brands, Inc., Protenergy Natural Foods Corporation, BFG Canada Ltd., and Western Waffles Corp. in Canada, and Pasta Lensi, S.r.l. in Italy. Bay Valley is a Delaware limited liability company, and a 100% owned subsidiary of TreeHouse. All operating units are directly or indirectly 100% owned subsidiaries of Bay Valley.
4


Our Strategy
We make high quality food and beverages affordable to all. Our vision is to be the undisputed solutions leader for custom brands. Our mission is to create value as our customers’ preferred manufacturing and distribution partner, providing thought leadership, superior innovation and a relentless focus on execution. To achieve our mission we have developed a four point, customer-centric enterprise strategy, as depicted graphically and explained further below:
ths-20201231_g2.jpg
Commercial Excellence. An unrelenting focus on the customer must be at the heart of everything we do. To be a solutions provider, we must: understand our customers' needs and challenges; execute flawlessly; ensure products meet quality and safety standards and are competitively priced; and continue to innovate. We believe that our go-to-market platform will lead us to stronger and more valuable partnerships with our customers. During 2020, we partnered closely with our customers to prioritize and service the unprecedented retail demand as a result of the COVID-19 pandemic, while also driving forward new innovation in both our Snacking & Beverages and Meal Preparation divisions.
Operational Excellence. We strive to be the supplier of choice and a world-class partner to our customers, a great investment to our shareholders, and a great place to work for our employees. We are building a high performance culture, as we communicate and engage our people with common metrics and operate with a continuous improvement mindset whereby the status quo is challenged. During 2020, the agility of our network of manufacturing and distribution facilities was evident in our response to the COVID-19 pandemic, as we swiftly and effectively implemented new social distancing and safety protocols to keep our frontline employees safe and facilities operating. Our swift actions coupled with the structural work we have completed over the last several years to drive operational excellence resulted in increased efficiency and profitability, and enabled us to differentiate through our ability to support customers and deliver on consumer needs.
Optimized Portfolio. We periodically review our portfolio in an attempt to identify areas of optimization. As part of this review, we may identify specific businesses (typically lower growth and lower margin) which may be better served by a fundamental change in tactics, strategy, or ownership. Optimizing our portfolio will allow us to focus our resources on fewer businesses in order to drive improved results and future cash generation. During 2020, we further optimized our portfolio with the divestitures of two In-Store Bakery facilities located in Fridley, Minnesota, and Lodi, California in the second quarter, and capitalized on an opportunity to strengthen our portfolio with the acquisition of Ebro's Riviana (as defined below) branded pasta business in the fourth quarter.
People & Talent. We continue to build a performance-based culture by communicating clear goals and fostering decision ownership. Our goal is to align and incentivize our people and celebrate our successes together. In 2020, we prioritized the health, safety, and welfare of our employees and their families as we responded to the COVID-19 pandemic.


5


Recent Acquisitions and Divestitures

On December 11, 2020, the Company completed the acquisition of the majority of the U.S. branded pasta portfolio as well as a manufacturing facility in St. Louis, Missouri of Riviana Foods, Inc. ("Riviana Foods"), a subsidiary of Ebro Foods, S.A. ("Ebro Foods"). The pasta acquisition is included in the Meal Preparation reporting segment.
On April 17, 2020, the Company completed the sale of two of its In-Store Bakery facilities located in Fridley, Minnesota and Lodi, California, which manufacture breads, rolls, and cakes for in-store retail bakeries and food-away-from-home customers. These two facilities were included within the Snacking & Beverages reporting segment.

Refer to Note 7 to our Consolidated Financial Statements for additional information.

Narrative Description of the Business

Our Segments

We manage and report our operating results through two divisions, which are our reportable segments: Meal Preparation and Snacking & Beverages.

Effective January 1, 2020, our reportable segments, and the principal products that comprise each segment, are as follows
ths-20201231_g3.jpg
Meal Preparation - Our Meal Preparation segment is focused on productivity, efficiency and cash flow. Operational progress is driven by continuous improvement and value engineering. The organizational focus allows the Company to apply resources that better align with customers’ goals for driving value within the center of the retail grocery store. This segment includes center of the store grocery items (single-serve coffee, powdered creamer, dressings, dips, sauces, salsas, syrups, pasta sauces, jams and jellies, pickles, and cheese sauces) and main course meal items (dough, dry dinners, hot cereals, and pasta) in shelf stable and refrigerated formats for retail, food-away-from-home, industrial, ingredient, export and co-pack customers. We play a private label leadership role in several categories and offer clean label, organic, or better-for-you formulas in nearly every category.
Snacking & Beverages - Our Snacking and Beverages segment is focused on revenue growth, and research, development and commercialization is geared toward evolving consumer trends. The organizational focus enables the Company to apply the proper resources to meet its retail customers’ goals around experience, uniqueness and differentiation in private label. This segment produces and sells a comprehensive portfolio of sweet and savory baked food items (cookies, crackers, frozen waffles, pita chips, pretzels, snack bars and unique candy products) and beverages and drink mixes (powdered drinks, broths/stocks, ready-to-drink beverages, coffee/tea concentrates and bagged specialty tea) for retail, food-away-from-home and co-pack customers in shelf stable, refrigerated and frozen formats. Across many of our categories, we have a private label leadership role and can offer our customer partners a range of value and nutritional solutions, including clean label, organic and gluten free, so that they can meet the unique needs of their consumers.
6



See Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 21 to the Consolidated Financial Statements for financial information by segment.

Sales

We sell our products through various distribution channels, including grocery retailers, foodservice distributors, and industrial and export, which includes food manufacturers and repackagers of foodservice products. We have an internal sales force that manages customer relationships and a broker network for sales to retail, food-away-from-home, and export accounts. Industrial food products are generally sold directly to customers without the use of a broker. Most of our customers purchase products from us either by purchase order or pursuant to contracts that generally are terminable at will.

Products are shipped from our production facilities directly to customers, or from warehouse distribution centers where products are consolidated for shipment to customers if an order includes products manufactured in more than one production facility or product category. We believe this consolidation of products enables us to improve customer service by offering our customers a single order, invoice, and shipment. Some customers also pick up their orders at our production facilities or distribution centers.
We sell our products to a diverse customer base, including the leading grocery retailers and foodservice operators in the United States and Canada. Also, a variety of our customers purchase bulk products for industrial food applications. We currently supply approximately 800 total customers in North America, including 42 of the 74 largest non-convenience food retailers.
A relatively limited number of customers account for a large percentage of our consolidated net sales. For the year ended December 31, 2020, our ten largest customers accounted for approximately 58.5% of our consolidated net sales. For the years ended December 31, 2020, 2019 and 2018, our largest customer, Walmart Inc. and its affiliates, accounted for approximately 23.9%, 24.4%, and 23.6%, respectively, of our consolidated net sales. No other customer accounted for 10% or more of the Company’s consolidated net sales.

Markets

Our business faces intense competition from large branded manufacturers and highly competitive private label and foodservice manufacturers. In some instances, large branded companies manufacture private label products. The industries in which we compete are expected to remain highly competitive for the foreseeable future.

There has been significant consolidation in the retail grocery and foodservice industries in recent years resulting in mass merchandisers and non-traditional grocers, such as those offering a limited assortment of products, gaining market share. As our customer base continues to consolidate, we expect competition to intensify as we compete for the business of fewer large customers. Additionally, the introduction of e-commerce grocers brings new opportunities and risks. There can be no assurance that we will be able to keep our existing customers or gain new customers. Our customers do not typically commit to buy predetermined amounts of products, and many retailers utilize bidding procedures to select vendors. As the consolidation of the retail grocery and foodservice industry continues, we could lose sales and profits if any one or more of our existing customers were to be sold, or if limited assortment stores reduce the variety of products that we sell. Both the difficult economic environment and the increased competitive environment in the retail and food-away-from-home channels have caused competition to become increasingly intense in our business.

We have several competitors in each of our channels. For sales of private label products to retailers, the principal competitive factors are product quality, reliability of service, and price. For sales of products to food-away-from-home, industrial, and export customers, the principal competitive factors are price, product quality, specifications, and reliability of service.

Competition to obtain shelf space for our branded products with retailers generally is based on the expected or historical performance of our product sales relative to our competitors. The principal competitive factors for sales of our branded products to consumers are brand recognition and loyalty, product quality, promotion, and price. Some of our branded competitors have significantly greater resources and brand recognition than we do.

Recent trends impacting competition include an increase in snacking and awareness of healthier and "better for you" foods. These trends, together with a surge of specialty retailers who cater to consumers looking for either the highest quality ingredients, unique packaging, products to satisfy particular dietary needs, or value offerings where consumers are looking to maximize their food purchasing power, create pressure on manufacturers to provide a full array of products to meet customer and consumer demand.
7



We believe our strategies for competing in each of our business segments, which include providing superior product quality, effective cost control, an efficient supply chain, successful innovation programs, and competitive pricing, allow us to compete effectively.

Demand for our products is impacted by consumer behavior and preferences. The COVID-19 pandemic changed consumer behavior and changed preferences during 2020 to more at-home consumption instead of food-away-from-home consumption. This was a result of government shutdowns at restaurants and other public venues, as well as the general public's emphasis on personal safety. The Company's sales channels are primarily through the retail grocery channel, with approximately 80% of the net sales sold through this channel. As such, the Company has benefited from the increased consumer preference for at-home consumption and retail grocery shopping. Our food-away-from-home sales channel has historically accounted for approximately 10% of our net sales. The change in consumption patterns has adversely impacted sales in this channel. The majority of food-away-from home channel sales are within our Meal Preparation segment, and the impact of the COVID-19 pandemic has mostly offset the benefit from retail grocery within this segment. However, our Snacking & Beverages segment is mostly comprised of retail grocery, and therefore, this segment has mostly benefited from the at-home consumption as a result of the COVID-19 pandemic.

For additional discussion for trends in market demand due to the COVID-19 pandemic, see Part II, Item 7 - Recent Developments - COVID-19.

Resources

Raw Materials and Supplies: Our raw materials consist of ingredients and packaging materials. Principal ingredients used in our operations include casein, cheese, cocoa, coconut oil, coffee, corn and corn syrup, cucumbers, eggs, fruit, non-fat dry milk, almonds, oats, palm oil, peppers, rice, soybean oil, sugar, tea, tomatoes, and wheat (including durum wheat). These ingredients are generally purchased under supply contracts. We believe these ingredients generally are available from a number of suppliers. The cost of raw materials used in our products may fluctuate due to weather conditions, regulations, fuel prices, energy costs, labor disputes, transportation delays, political unrest, industry, general U.S. and global economic conditions, or other unforeseen circumstances. The most important packaging materials and supplies used in our operations are cartons, composite cans, corrugated containers, glass, metal cans, metal closures, and plastic. Most packaging materials are purchased under long-term supply contracts. We believe these packaging materials are generally available from a number of suppliers. Volatility in the cost of our raw materials and packaging supplies can adversely affect our performance, as price changes often lag behind changes in costs, and we are not always able to adjust our pricing to reflect changes in raw material and supply costs.

For additional discussion of the risks associated with the raw materials used in our operations, see Part I, Item 1A – Risk Factors and Part II, Item 7 - Known Trends and Uncertainties.

Trademarks: We own a number of registered trademarks. While we consider our trademarks to be valuable assets, we do not consider any trademark to be of such material importance that its absence would cause a material disruption of our business.
8


Seasonality
In the aggregate, our sales are generally weighted slightly 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 broth 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.
During 2020, due to shelter-in-place and social distancing measures as a result of the COVID-19 pandemic, we saw significant changes in product consumption patterns on our seasonality as consumers stocked their pantries and modified their purchasing habits in response to the pandemic. For additional discussion on product consumption patterns due to the COVID-19 pandemic, see Part II, Item 7 - Recent Developments - COVID-19.
Our short-term financing needs are primarily for financing working capital and are generally highest in the first and third quarters as inventory levels increase relative to other quarters, due to the seasonal nature of our business. As a result of our product portfolio and the related seasonality, our financing needs are generally highest in the first and third quarters, while cash flow is highest in the second and fourth quarters following the seasonality of our sales.
Government Regulation
The conduct of our businesses, and the production, distribution, sale, labeling, safety, transportation, and use of our products, are subject to various laws and regulations administered by federal, state, and local governmental agencies in the United States, as well as to foreign laws and regulations administered by government entities and agencies in markets where we operate.
We are subject to national and local environmental laws in the United States and in foreign countries in which we do business including laws relating to water consumption and treatment, air quality, waste handling and disposal, and other regulations intended to protect public health and the environment. We are committed to meeting all applicable environmental compliance requirements.
Changes in these laws or regulations, or the introduction of new laws or regulations, could increase the costs of doing business for the Company, our customers, or suppliers, or restrict our actions, causing our results of operations to be adversely affected.
Human Capital
People & Talent is one of our four pillars of our enterprise strategy. Investing in people ensures our talent is capable of delivering upon our enterprise strategy. Our human capital initiatives are grounded in our set of values called The TreeHouse Way, which includes: Own It, Commit to Excellence, Be Agile, Speak Up, and Better Together. Aligning to these values enables our people to more effectively collaborate, execute, and take advantage of the growth opportunities for our business. We drive our culture and human capital strategies by embedding these values across the employee management process by operationalizing these values in our hiring practices, performance management processes, and our approach to leadership development and management training. Key areas of focus for the Company include:

Health and Safety: The safety of our employees is our number one priority. Our business could not operate without our team members, and our plant employees are essential to the success of our company. Employee health and safety is vital to achieving our mission, as is the health, safety, and well-being of all our employees and team members. We have enhanced our corporate resources to better support and ensure the safety of our people. We deployed Environmental, Health, Safety, Security, and Risk Management ("EHS&RM") systems, realigned and hired talented EHS&RM Managers and Divisional Directors, and integrated safety into our management operating system to increase accountability and reinforce the commitment to safety as a value. As a result, we saw a 40% reduction in the occupational injury rate ("OIR") from 2019 to 2020 and we continue to see performance improvement year over year in key EHS performance metrics for safety and risk management.
Diversity, Equity, & Inclusion: The diversity of thought, background, and experience of our people has been and will continue to be a key driver of our ongoing success and ability to generate value for all of our stakeholders. We are developing a Diversity, Equity, & Inclusion ("DEI") strategic plan, which will contain four interconnected future work streams to focus on increasing black, indigenous, and people of color ("BIPOC") representation across our salaried workforce. These four work streams include developing enterprise infrastructure, expanding workforce representation, ensuring an equitable workplace, and stakeholder hiring partnerships and collaboration. As of December 31, 2020, 37% and 46% of our hourly and salaried workforce, respectively, were women, and 37% and 15% of our hourly and salaried workforce, respectively, were BIPOC.
9


COVID-19 Response: Our COVID-19 management plan was built around the need to support all employees in managing their personal and professional challenges. Frequent and transparent communications were the focus at every level of the organization including those on the front lines to those in our corporate offices. To operationalize this commitment, we enacted the following measures:
We established a dedicated COVID-19 response team, established a communication plan and an internal intranet site with weekly leadership communications to stay connected frequently and transparently with all employees. We partnered with medical professionals to inform our decisions, allocated resources, and established task forces to support and manage our company-wide response.
For front line employees at our facilities, we added enhanced safety measures, published protocols, implemented social distancing, and added physical barriers to minimize exposure throughout our facilities. Our response included providing face masks to all employees at all locations, temperature screening, the installation of additional hand washing and hand sanitizing stations, and increased the frequency of enhanced cleaning procedures. We also provided incentives for our essential employees, including supplemental pay and additional paid leave.
We instituted work from home for all office employees, provided additional IT resources, suspended all non-essential business travel, and established a task force to ensure employee safety.
Because of our collective efforts, we have been able to adapt to a rapidly changing environment, maintain our operations safely and meet the needs of our customers and consumers.
As of December 31, 2020, our work force consisted of approximately 10,900 full-time employees, with 9,000 in the United States, 1,800 in Canada, and 100 in Italy. Approximately 2,500 were salaried, and 8,400 were hourly employees. Approximately 2,400 were union, and 8,500 were non-union employees. We have not experienced any material interruptions of operations due to disputes with our employees and consider our relations with our employees to be satisfactory.

Supplemental Disclosure of Information about our Executive Officers
Executive OfficerAgeTitle
Steven Oakland 59Chief Executive Officer and President since March 2018.
William J. Kelley Jr. 56Executive Vice President and Chief Financial Officer since February 2020.
Thomas E. O'Neill65Executive Vice President since July 2011. General Counsel, Chief Administrative Officer and Corporate Secretary since January 2005.
C. Shay Braun53Senior Vice President, Chief Operations Officer since January 2019.
Lori G. Roberts60Senior Vice President, Human Resources since January 2015. Senior Vice President, Chief Human Resources Officer since January 2019.
Amit R. Philip43Senior Vice President, Chief Strategy Officer since September 2019.
Kevin G. Jackson54Senior Vice President, Division President, Snacking & Beverages since February 2020. Interim Chief Commercial Officer since January 2021.
Mark A. Fleming50Senior Vice President, Division President, Meal Preparation since February 2020.
Triona C. Schmelter51Senior Vice President, Chief Transformation Officer since February 2020.
Available Information
We make available, free of charge, through the "Investors" link then "Financials" then "SEC Filings" on our Internet website at www.treehousefoods.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. We use our Internet website, through the "Investors" link, as a channel for routine distribution of important information, including news releases, analyst presentations, and financial information. We are not, however, including the information contained on our website, or information that may be accessed through links to our website, as part of, or incorporating such information by reference into, this Form 10-K. Copies of any materials the Company files with the SEC can be obtained free of charge through the SEC’s website at http://www.sec.gov.

10


Item 1A.    Risk Factors

In addition to the factors discussed elsewhere in this Report, the following risks and uncertainties could materially and adversely affect the Company’s business, financial condition, results of operations, and cash flows. Additional risks and uncertainties not presently known to the Company also may impair the Company’s business operations and financial condition.

Business and Operating Risks

Our business, results of operations, and financial condition may be adversely affected by pandemic infectious diseases, particularly the novel coronavirus strain known as COVID-19.

Pandemic infectious diseases, such as the current COVID-19 strain, may adversely impact our business, consolidated results of operations, and financial condition. The COVID-19 pandemic has negatively impacted the global economy and created significant volatility and disruption of financial markets. This volatility has impacted and could continue to impact our operations in a variety of ways, including as follows:

If a significant percentage of our workforce is unable to work, including because of illness or travel or government restrictions in connection with COVID-19, our operations may be negatively impacted;
A shutdown of one or multiple of our manufacturing facilities due to government restrictions or illness in connection with COVID-19;
Decreased demand in the food-away-from-home business (including due to COVID-19) may adversely affect our operations within this channel;
Volatility in commodity and other input costs could substantially impact our results of operations;
A fluctuation in foreign currency exchange rates or interest rates could result from market uncertainties;
Supply chain disruptions due to COVID-19 could impair our ability to manufacture or sell our products;
An increase in regulatory restrictions or continued market volatility could hinder our ability to execute strategic business activities including acquisitions and divestitures; and
It may become more costly or difficult to obtain debt or equity financing to fund operations or investment opportunities, or to refinance our debt in the future, in each case on terms and within a time period acceptable to us.

Additionally, COVID-19 could negatively affect our internal controls over financial reporting as a portion of our workforce is required to work from home and therefore new processes, procedures, and controls could be required to respond to changes in our business environment. Further, should any key employees become ill from the coronavirus and unable to work, the attention of the management team could be diverted.

These and other impacts of the COVID-19 pandemic could also have the effect of heightening many of the other risk factors included below in this Item 1A. The ultimate impact depends on the severity and duration of the ongoing COVID-19 pandemic and actions taken by governmental authorities and other third parties in response, each of which is uncertain, rapidly changing and difficult to predict. Any of these disruptions could adversely impact our business, results of operations and financial condition.

We operate in the highly competitive and rapidly changing food industry.

The food industry is highly competitive, and faces increased competition as a result of consolidation, channel proliferation and the growth of online food retailers and new market participants. We face competition across our product lines from other companies that have varying abilities to withstand changes in market conditions. Some of our competitors have substantial financial, marketing, and other resources, and competition with them in our various business segments and product lines could cause us to reduce prices, increase capital, marketing or other expenditures, or lose sales, which could have a material adverse effect on our business and financial results. Category sales and growth could also be adversely impacted if we are not successful in introducing new products.

Some customer buying decisions are based on a periodic bidding process in which the successful bidder is reasonably assured of the sale of its selected product to the food retailer, super center, mass merchandiser, or food-away-from-home distributors, until the next bidding process. Our sales volume may decrease significantly if our offer is too high and we lose the ability to sell products through these channels, even temporarily. Alternatively, we risk reducing our margins if our offer is successful but below our desired price point. Either of these outcomes may adversely affect our results of operations. Additionally, competition can impact our ability to pass on increased costs or otherwise increase prices.

11


As new and evolving distribution channels acquire greater attention with consumers, we will need to evaluate whether our business methods and processes can be utilized or adopted in a manner that permits us to successfully serve these distribution channels. Our inability to offer competitive products to these customer segments could have an adverse impact on our results of operations.

As we are dependent upon a limited number of customers, the loss of a significant customer or consolidation of our customer base could adversely affect our operating results.

A limited number of customers represent a large percentage of our consolidated net sales. Our operating results are contingent on our ability to maintain our sales to these customers. The competition to supply products to these high-volume customers is very strong. We expect that a significant portion of our net sales will continue to arise from a small number of customers, consisting primarily of traditional grocery retailers, mass merchandisers, and foodservice operators. For the year ended December 31, 2020, our ten largest customers accounted for approximately 58.5% of our consolidated net sales, and our largest customer, Walmart Inc. and its affiliates, accounted for approximately 23.9% of our consolidated net sales. No other customer accounted for 10% or more of the Company’s consolidated net sales. These customers typically do not enter into written contracts with fixed purchase commitments, and the contracts that they do enter into generally are terminable at will. Our customers make purchase decisions based on a combination of price, product quality, and customer service performance. If our product sales to one or more of these customers decline, this reduction may have a material adverse effect on our business, results of operations, and financial condition.

Further, over the past several years, the retail grocery and foodservice industries have experienced a consolidation trend, which has resulted in mass merchandisers and non-traditional grocers, such as ecommerce grocers with direct-to-consumer channels, gaining market share. As our customer base continues to consolidate, we expect competition to intensify as we compete for the business of fewer large customers. As this trend continues and such customers grow larger, they may seek to use their position to improve their profitability through improved efficiency, lower pricing, or increased promotional programs. If we are unable to use our scale, product innovation, and category leadership positions to respond to these demands, our profitability or volume growth could be negatively impacted. Additionally, if the surviving entity of a consolidation or similar transaction is not a current customer of the Company, we may lose significant business once held with the acquired retailer.

Consolidation also increases the risk that adverse changes in our customers' business operations or financial performance will have a corresponding material adverse effect on us. For example, if our customers cannot access sufficient funds or financing, then they may delay, decrease, or cancel purchases of our products, or delay or fail to pay us for previous purchases.

If we are unable to attract, hire or retain key employees or a highly skilled and diverse global workforce, it could have an adverse impact on our business, financial condition, and results of operations.

The competitive environment requires us to attract, hire, retain and develop key employees, including our executive officers and senior management team, and maintain a highly skilled and diverse global workforce. We compete to attract and hire highly skilled employees and our own employees are highly sought after by our competitors and other companies. Competition could cause us to lose talented employees, and unplanned turnover could deplete our institutional knowledge and result in increased costs due to increased competition for employees.

Disruption of our supply chain or distribution capabilities could have an adverse effect on our business, financial condition, and results of operations.

Our ability to manufacture, move, and sell products is critical to our success. We are subject to damage or disruption to raw material supplies or our manufacturing or distribution capabilities (in particular, to the extent that our raw materials are sourced globally) due to weather, including any potential effects of climate change, natural disaster, fire, terrorism, adverse changes in political conditions or political unrest, pandemic, strikes, import restrictions, or other factors that could impair our ability to manufacture or sell our products. Failure to take adequate steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, could adversely affect our business, financial condition, and results of operations, as well as require additional resources to restore our supply chain.

We are dependent upon third party suppliers and manufacturers for the manufacturing and packaging of our products. Our operating results may be adversely affected if we do not manage our supply chain effectively.

The success of our business depends, in part, on maintaining a strong sourcing and manufacturing platform. The inability of any supplier of raw materials or packaging, independent co-packer, or third-party distributor to deliver or perform for us in a timely or cost-effective manner could cause our operating costs to increase and our profit margins to decrease, especially as it relates to
12


our products that have a short shelf life. We must continuously monitor our inventory and product mix against forecasted demand or risk having inadequate supplies to meet consumer demand as well as having too much inventory on hand that may reach its expiration date and become unsaleable.

Our business operations could be disrupted if our information technology systems fail to perform adequately or are breached.

The efficient operation of our business depends on our information technology systems. We rely on our information technology systems, including the internet, to effectively manage our business data, communications, supply chain, order entry and fulfillment, and other business processes. These information technology systems, some of which are dependent on services provided by third parties, may be susceptible to damage, invasions, disruptions, or shutdowns due to hardware failures, computer viruses, hacker attacks, and other cybersecurity risks, telecommunication failures, user errors, employee error or malfeasance, catastrophic events, natural disasters, fire or other factors. If we are unable to prevent or adequately respond to and resolve these breaches, disruptions or failures, our business may be disrupted, and we may suffer other adverse consequences such as data loss, financial or reputational damage or penalties, legal claims or proceedings, remediation costs, or the loss of sales or customers.

Potential liabilities and costs from litigation could adversely affect our business.

There is no guarantee that we will be successful in defending ourselves in civil, criminal, or regulatory actions, including under general, commercial, employment, environmental, data privacy or security, intellectual property, food quality and safety, anti-trust and trade, advertising and claims, and environmental laws and regulations, or in asserting our rights under various laws. For example, our claims could face allegations of false or deceptive advertising or other criticisms which could end up in litigation and result in potential liabilities or costs. In addition, we could incur substantial costs and fees in defending ourselves or in asserting our rights in these actions or meeting new legal requirements. The costs and other effects of potential and pending litigation and administrative actions against us, and new legal requirements, cannot be determined with certainty and may differ from expectations.

Our private label and regionally branded products may not be able to compete successfully with nationally branded products.

For sales of private label products to retailers, the principal competitive factors are price, product quality, and quality of service. For sales of private label products to consumers, the principal competitive factors are price and product quality. In many cases, competitors with nationally branded products have a competitive advantage over private label products due to name recognition. In addition, when branded competitors focus on price and promotion, the environment for private label producers becomes more challenging because the price differential between private label products and branded products may become less significant.

Competition to obtain shelf space for our branded products with retailers is primarily based on the expected or historical performance of our product sales relative to our competitors. The principal competitive factors for sales of our branded products to consumers are brand recognition and loyalty, product quality, promotion, and price. Some of our branded competitors have significantly greater resources and brand recognition than we do.

Competitive pressures or other factors could cause us to lose sales, which may require us to lower prices, increase the use of discounting or promotional programs, or increase marketing expenditures, each of which would adversely affect our margins and could result in a decrease in our operating results and profitability.

The recognition of impairment charges on goodwill or long-lived assets could adversely impact our future financial reporting and results of operations.

As of December 31, 2020, we have $2,178.7 million of goodwill and $615.0 million of other intangible assets. Additionally, we have $1,070.0 million of property, plant, and equipment and $160.7 million of operating lease right-of-use assets as of December 31, 2020.

We perform an annual impairment assessment for goodwill and our indefinite-lived intangible assets, and as necessary, for other long-lived assets. If the results of such assessments were to show that the fair value of these assets were less than the carrying values, we could be required to recognize a charge for impairment of goodwill or long-lived assets, and the amount of the impairment charge could be material. Factors which could result in an impairment include, but are not limited to, (i) reduced
13


demand for our products, (ii) higher commodity prices, (iii) lower prices for our products or increased marketing as a result of increased competition, and (iv) significant disruptions to our operations as a result of both internal and external events.

In 2020, on a discontinued operations basis, we incurred a total of $51.2 million of non-cash impairment charges for the expected disposal loss on the RTE Cereal transaction. This impairment and any future impairments on goodwill or long-lived assets could adversely impact our future financial position and results of operations.

Multiemployer pension plans could adversely affect our business.

We participate in various multiemployer pension plans administered by labor unions representing some of our employees. We make periodic contributions to these plans to allow them to meet their pension benefit obligations to their participants. Our required contributions to these funds could increase because of a shrinking contribution base as a result of the insolvency or withdrawal of other companies that currently contribute to these funds, inability or failure of withdrawing companies to pay their withdrawal liability, lower than expected returns on pension fund assets or other funding deficiencies. In the event that we withdraw from participation in one of these plans, then applicable law could require us to make an additional lump-sum contribution ("withdrawal liability") to the plan, and we would have to reflect that as an expense in our results of operations. Our withdrawal liability for any multiemployer plan would depend on the extent of the plan’s funding of vested benefits. In the ordinary course of our renegotiation of collective bargaining agreements with labor unions that maintain these plans, we may decide to discontinue participation in a plan, and in that event, we could face a withdrawal liability.

Our business could be harmed by strikes or work stoppages by our employees.

Currently, collective bargaining agreements cover a significant number of our full-time distribution, production, and maintenance employees. A dispute with a union or employees represented by a union could result in production interruptions caused by work stoppages. If a strike or work stoppage were to occur, our results of operations could be adversely affected.

Market and Other External Risks

Increases in input costs, such as ingredients, packaging materials, and fuel costs, could adversely affect earnings.

The costs of raw materials, packaging materials, and fuel 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. We are also subject to delays caused by interruptions in production of raw materials based on conditions not within our control. Such conditions include job actions or strikes by employees of suppliers, weather, crop conditions, transportation shortages and interruptions, natural disasters, sustainability issues or other catastrophic events. While individual input cost changes varied throughout the year, with certain costs increasing and others decreasing, input costs were in the aggregate unfavorable in 2020 compared to 2019. We expect the volatile nature of these costs to continue with an overall long-term upward trend.

We manage the impact of increases in the costs of raw materials, wherever possible, by locking in prices on quantities required to meet our production requirements. The price of oil has been particularly volatile recently and there can be no assurance that our hedging activities will result in the optimal price. In addition, we attempt to offset the effect of such increases by raising prices to our customers. However, changes in the prices of our products may lag behind changes in the costs of our materials. Competitive pressures may also limit our ability to quickly raise prices in response to increased raw materials, packaging, and fuel costs. Accordingly, if we are unable to increase our prices to offset increasing raw material, packaging, and fuel costs, our operating profits and margins could be materially affected. In addition, in instances of declining input costs, customers may look for price reductions in situations where we have locked into purchases at higher costs.

We may be unable to anticipate changes in consumer preferences, which may result in decreased demand for our products.

Our success depends in part on our ability to anticipate the tastes, quality demands, eating habits, and overall purchasing trends of consumers and to offer products that appeal to their preferences. Consumer preferences change from time to time, and our failure to anticipate, identify, or react to these changes could result in reduced demand for our products, which would adversely affect our operating results and profitability.

New laws or regulations or changes in existing laws or regulations could adversely affect our business.

The food industry is subject to a variety of federal, state, local, and foreign laws and regulations, including those related to food safety, food labeling (including the Nutrition Labeling and Education Act (NLEA) and Bioengineered (BE) Labeling
14


Declaration), and environmental matters. Governmental regulations also affect taxes and levies, healthcare costs, energy usage, international trade, immigration, and other labor issues, all of which may have a direct or indirect effect on our business or those of our customers or suppliers. Changes in these laws or regulations, or the introduction of new laws or regulations, could increase the costs of doing business for the Company, our customers, or suppliers, or restrict our actions, causing our results of operations to be adversely affected.

Our indebtedness and our ability to service our debt could adversely affect our business and financial condition.

As of December 31, 2020, we had $2,233.0 million of outstanding indebtedness, including a $453.4 million term loan ("Term Loan A") maturing on January 31, 2025, a $672.6 million term loan ("Term Loan A-1" and, together with Term Loan A, the "Term Loans") maturing on February 1, 2023, $602.9 million of 6.0% notes due February 15, 2024 (the "2024 Notes"), $500.0 million of 4.0% notes due September 1, 2028 (the "2028 Notes"), and $4.1 million of finance lease obligations. The Revolving Credit Facility (as defined in Note 12) and the Term Loans are known collectively as the "Credit Agreement." The degree to which we are leveraged could have adverse consequences to us, limiting management's choices in responding to business, economic, regulatory and other competitive conditions. In addition, our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures, dispose of material assets or operations, seek additional debt or equity capital, or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. In addition, we and our subsidiaries may be able to incur significant additional indebtedness in the future. Although the agreements governing our indebtedness contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness. If new debt is added to our current debt levels, the risks described herein would increase.

The terms of the agreements governing our indebtedness may restrict our current and future operations.

The agreements governing our indebtedness contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to: incur additional indebtedness and guarantee indebtedness; pay dividends or make other distributions or repurchase or redeem our capital stock; prepay, redeem, or repurchase certain subordinated debt; issue certain preferred stock or similar equity securities; make loans and investments; sell assets; incur liens; enter into transactions with affiliates; enter into agreements restricting our subsidiaries’ ability to pay dividends; and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets.

In addition, our Credit Agreement requires us to maintain a certain consolidated net leverage ratio tested on a quarterly basis. Our ability to meet these financial covenants can be affected by events beyond our control, and we may be unable to meet the required ratio.

A breach of the covenants or restrictions under the agreements governing our indebtedness could result in an event of default under the applicable indebtedness. Such default may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross acceleration or cross default provision applies. In addition, an event of default under the Credit Agreement may permit our lenders to terminate all commitments to extend further credit under those facilities. In the event our lenders or noteholders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness. As a result of these restrictions, we may be:

limited in how we conduct our business;
unable to raise additional debt or equity financing to operate during general economic or business downturns; or
unable to compete effectively or to take advantage of new business opportunities.

These restrictions may affect our ability to grow in accordance with our strategy. In addition, our financial results, substantial indebtedness and credit ratings could materially adversely affect the availability and terms of our financing.
15


Disruptions in the financial markets could impair our ability to fund our operations or limit our ability to expand our business.

United States capital credit markets have experienced volatility, dislocations, and liquidity disruptions that caused tightened access to capital markets and other sources of funding. Capital and credit markets and the U.S. and global economies could be affected by additional volatility or economic downturns in the future. Events affecting the credit markets could have an adverse effect on other financial markets in the United States, which may make it more difficult or costly for us to raise capital through the issuance of common stock or other equity securities. There can be no assurance that future volatility or disruption in the capital and credit markets will not impair our liquidity or increase our costs of borrowing. Our business could also be negatively impacted if our suppliers or customers experience disruptions resulting from tighter capital and credit markets, or a slowdown in the general economy. Any of these risks could impair our ability to fund our operations or limit our ability to expand our business and could possibly increase our interest expense, which could have a material adverse effect on our financial results.

Increases in interest rates may negatively affect earnings.

As of December 31, 2020, the aggregate principal amount of our debt instruments with exposure to interest rate risk was approximately $1,126.0 million, based on the outstanding debt balance of our Credit Agreement. As a result, higher interest rates will increase the cost of servicing our financial instruments with exposure to interest rate risk, and could materially reduce our profitability and cash flows. Certain of our variable rate debt currently uses LIBOR as a benchmark for establishing the interest rate. LIBOR is the subject of recent proposals for reform. These reforms and other pressures may cause LIBOR to disappear entirely or to perform differently than in the past. The consequences of these developments with respect to LIBOR cannot be entirely predicted but could result in a change in the cost of our variable rate debt. As of December 31, 2020, the Company had entered into $875.0 million of long-term interest rate swap agreements to lock into a fixed LIBOR interest rate base. Each one percentage point change in LIBOR rates would result in an approximate $2.5 million change in the annual cash interest expense, before any principal payment, on our financial instruments with exposure to interest rate risk, including the impact of the $875.0 million in interest rate swap agreements that were effective in 2020.

As mentioned, the interest rates on some of our debt is tied to LIBOR. In July 2017, the head of the United Kingdom’s Financial Conduct Authority announced its intention to phase out the use of LIBOR by the end of 2021. The uncertainty regarding the future of LIBOR, as well as the transition from LIBOR to another benchmark rate or rates could have adverse impacts on our outstanding debt that currently use LIBOR as a benchmark rate, and ultimately, adversely affect our financial condition and results of operations.

Fluctuations in foreign currencies may adversely affect earnings.

The Company is exposed to fluctuations in foreign currency exchange rates. The Company’s foreign subsidiaries purchase and sell various inputs that are based in U.S. dollars; accordingly, the profitability of the foreign subsidiaries are subject to foreign currency transaction gains and losses that affect earnings. We manage the impact of foreign currency fluctuations related to raw material purchases and sales of finished foods using foreign currency contracts. We are also exposed to fluctuations in the value of our foreign currency investment in our Canadian subsidiaries, which includes Canadian dollar denominated intercompany notes. We translate the Canadian and Italian assets, liabilities, revenues and expenses into U.S. dollars at applicable exchange rates. Accordingly, we are exposed to volatility in the translation of foreign currency denominated earnings due to fluctuations in the values of the Canadian dollar and Euro, which may negatively impact the Company’s results of operations and financial position.

Changes in weather conditions, natural disasters, and other events beyond our control could adversely affect our results of operations.

Changes in weather conditions, climate changes, and natural disasters such as floods, droughts, frosts, earthquakes, hurricanes, fires, or pestilence, may affect the cost and supply of commodities and raw materials. Additionally, these events could result in reduced supplies of raw materials. Our competitors may be affected differently by weather conditions and natural disasters depending on the location of their suppliers and operations. Further, changes in weather could impact consumer demand and our earnings may be affected by seasonal factors including the seasonality of our supplies and such changes in consumer demand. Damage or disruption to our production or distribution capabilities due to weather, natural disaster, fire, terrorism, pandemic, strikes, or other reasons could impair our ability to manufacture or sell our products. Failure to take adequate steps to reduce the likelihood or mitigate the potential impact of such events, or to effectively manage such events if they occur, particularly when a product is sourced from a single location, could adversely affect our business and results of operations, as well as require additional resources to restore our supply chain.

16



Strategic Risks

Our operations are subject to the general risks associated with acquisitions and divestitures.

We have made several acquisitions and divestitures in recent years that align with our strategic initiative of delivering long-term value to shareholders including our recent pasta acquisition from Riviana Foods completed on December 11, 2020. The Company regularly reviews strategic opportunities to grow through acquisitions and to divest non-strategic assets. Potential risks associated with these transactions include the inability to consummate a transaction on favorable terms, the diversion of management’s attention from other business concerns, the potential loss of key employees and customers of current or acquired companies, the inability to integrate or divest operations successfully, the possible assumptions of unknown liabilities, potential disputes with buyers or sellers, potential impairment charges if purchase assumptions are not achieved, and the inherent risks in entering markets or lines of business in which the Company has limited or no prior experience. Any or all of these risks could impact the Company’s financial results and business reputation. In addition, acquisitions outside the United States may present unique challenges and increase the Company’s exposure to the risks associated with foreign operations. The success of our recent pasta acquisition from Riviana Foods will depend, in part, upon our ability to realize the anticipated growth opportunities and cost synergies through the successful integration of the business with our existing business.

We may not realize some or all of the anticipated benefits of our restructuring plans in the anticipated time frame or at all.

We depend on our ability to evolve and grow, and as changes in our business environments occur, we may adjust our business plans by introducing new restructuring programs, from time to time, to meet these changes, such as TreeHouse 2020, a long-term growth and margin improvement strategy involving plants and distribution locations, and Structure to Win, a sales, general, and administrative expenses improvement and alignment program. During 2020, the Company incurred approximately $73.2 million in restructuring program costs. See Note 3 of the Consolidated Financial Statements for additional information. Restructuring programs often require a substantial amount of management and operational resources, which may divert the Company’s attention from existing core businesses, potentially disrupting our operations and adversely affecting our relationships with suppliers and customers. In addition, 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.

Item 1B.    Unresolved Staff Comments
None.
17


Item 2.    Properties
We operate the following production facilities, the majority of which we own, as shown below. We lease our principal executive offices in Oak Brook, Illinois and other office space in Green Bay, Wisconsin. We also maintain a network of owned and leased distribution facilities. We believe our owned and leased facilities are suitable for our operations and provide sufficient capacity to meet our requirements for the foreseeable future. See Note 3 to the Consolidated Financial Statements for information regarding restructuring programs including facility closures. The following chart lists the location and principal products produced (by segment) at our production facilities as of December 31, 2020:
Meal Preparation:
Tolleson, Arizona
(Dry pasta)
Atlanta, Georgia
(Dressings, sauces, and dips)
Forest Park, Georgia
(Refrigerated dough)
Chicago, Illinois
(Refrigerated foodservice pickles)
Dixon, Illinois
(Aseptic cheese sauces, puddings, and gravies)
Pecatonica, Illinois
(Non-dairy powdered creamer)
Cedar Rapids, Iowa
(Hot cereal)
New Hampton, Iowa
(Non-dairy powdered creamer)
Fara Gera d'Adda, Bergamo, Italy*
(Dry pasta)
Verolanuova, Brescia, Italy
(Dry pasta)
Buckner, Kentucky
(Syrups, mayonnaise, preserves, jams, barbeque, and other sauces)
Wayland, Michigan
(Non-dairy powdered creamer)
Excelsior Springs, Missouri
(Dry pasta)
St. Louis, Missouri
(Dry pasta)
Medina, New York (1)
(Dry dinners and dry soup)
Faison, North Carolina
(Pickles, peppers, relish, and sauces)
Winona, Ontario, Canada
(Jams, pie fillings, and specialty sauces)
North East, Pennsylvania
(Salad dressings and mayonnaise)
Columbia, South Carolina
(Dry pasta)
Carrollton, Texas
(Refrigerated dough)
Dallas, Texas*
(Single serve hot beverages)
San Antonio, Texas
(Mexican sauces)
Green Bay, Wisconsin
(Pickles, peppers, relish, and sauces)
Kenosha, Wisconsin
(Macaroni and cheese and skillet dinners)
Manawa, Wisconsin (1)
(Single serve hot beverages and hot cereals)
 
Snacking & Beverages: 
Delta, British Columbia, Canada*
(Specialty tea)
Brantford, Ontario, Canada
(Frozen griddle)
Georgetown, Ontario, Canada
(Crackers)
Kitchener, Ontario, Canada
(Crackers)
Richmond Hill, Ontario, Canada*
(Broth)
South Beloit, Illinois
(Cookies)
Princeton, Kentucky
(Crackers)
Cambridge, Maryland*
(Broth and ready-to-drink beverages)
Lakeville, Minnesota
(Bars)
Medina, New York (1)
(Beverages and beverage enhancers)
Tonawanda, New York
(Cookies)
Hanover, Pennsylvania
(Pretzels)
Lancaster, Pennsylvania
(Pretzels)
Womelsdorf, Pennsylvania
(Candy)
Ogden, Utah*
(In-store bakery and frozen griddle)
Manawa, Wisconsin (1)
(Powdered drinks)
Milwaukee, Wisconsin
(Pita chips)
*The Company leases these facilities.
(1)Production facility crosses multiple segments; principal products produced for each segment included within the above table.

As of December 31, 2020, the Company also owns facilities in Sparks, Nevada and Lancaster, Ohio related to its Ready-to-eat ("RTE") Cereal business. These facilities were classified as discontinued operations; therefore, they are excluded from the table above.

Item 3.    Legal Proceedings

Information regarding legal proceedings is available in Note 19 to the Consolidated Financial Statements in this report.

18


Item 4.    Mine Safety Disclosures

Not applicable.

PART II

Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
The Company’s common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "THS."
On January 29, 2021, there were 1,984 shareholders of record of our common stock.
We have not paid any cash dividends on the common stock and currently anticipate that, for the foreseeable future, we will retain any earnings for the development of our business. Accordingly, no dividends are expected to be declared or paid on the common stock. The declaration of dividends is at the discretion of our board of directors ("Board of Directors").
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
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 Exchange Act. The size and timing of any repurchases will depend on price, market and business conditions, and other factors. The Company has the ability to make discretionary repurchases up to an annual cap of $150 million under the $400 million total authorization. Any shares repurchased will be held as treasury stock.
The following table presents the total number of shares of common stock purchased during the fourth quarter of 2020, the average price paid per share, the number of shares that were purchased as part of a publicly announced repurchase program, and the approximate dollar value of the maximum number of shares that may yet be purchased under the share repurchase program:
PeriodWeighted Average Price Paid per ShareTotal Number of Shares PurchasedTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Maximum Number of Shares that may not yet be Purchased under the Program
(In millions)
October 1 through October 31, 2020$— — — $316.7 
November 1 through November 30, 202038.64 0.6 0.6 291.7 
December 1 through December 31, 2020— — — 291.7 
For the Quarter Ended December 31, 2020$38.64 0.6 0.6 $291.7 
For the quarter ended December 31, 2020, the Company repurchased approximately 0.6 million shares of common stock for a total of $25.0 million.
Performance Graph
The price information reflected for our common stock in the following performance graph and accompanying table represents the closing sales prices of the common stock for the period from December 31, 2015 through December 31, 2020. The graph and accompanying table compare the cumulative total stockholders’ return on our common stock with the cumulative total return of the S&P MidCap 400 Index, the S&P Food & Beverage Select Index, and the Peer Group.
The Peer Group includes the following companies: General Mills, Inc.; Kellogg Co.; Conagra Brands, Inc.; Post Holdings, Inc.; Snyder's-Lance Inc. (included through March 26, 2018 when it was acquired by the Campbell Soup Co); Campbell Soup Co.; McCormick & Co., Inc.; Pinnacle Foods, Inc. (included through October 25, 2018 when it was acquired by Conagra Brands, Inc.); JM Smucker Co.; Primo Water Corporation (formerly Cott Corp.); Lancaster Colony Corp.; Flowers Foods, Inc.; The Hain Celestial Group, Inc.; J&J Snack Foods Corp.; B&G Foods, Inc.; Farmer Bros. Co.; and Dean Foods. Going forward, the Peer Group will be removed from this performance graph and will be replaced by the S&P Food & Beverage Select Index to provide a broader representation of our industry peers.
19


The graph assumes an investment of $100 on December 31, 2015 in each of TreeHouse Foods’ common stock, the stocks comprising the S&P MidCap 400 Index, the S&P Food & Beverage Select Index, and the Peer Group.
Comparison of Cumulative Total Return of $100 among TreeHouse Foods, Inc., S&P MidCap 400 Index, S&P Food & Beverage Select Index, and the Peer Group
ths-20201231_g4.jpg
Base
Period
INDEXED RETURNS
Years Ending
Company Name/Index12/31/201512/31/201612/31/201712/31/201812/31/201912/31/2020
TreeHouse Foods, Inc.100$92.01 $63.04 $64.63 $61.81 $54.15 
S&P MidCap 400 Index100120.74 140.35 124.80 157.49 179.00 
S&P Food & Beverage Select Index100112.16 125.38 113.84 139.24 166.76 
Peer Group100112.55 110.86 93.74 122.70 132.37 

The performance graph and related table above is furnished and not filed for purposes of Section 18 of the Exchange Act and will not be incorporated by reference into any registration statement filed under the 1933 Act unless specifically identified therein as being incorporated therein by reference. The performance graph is not soliciting material subject to Regulation 14A.

20


Item 6.    Selected Financial Data
The following table provides selected financial data as of and for each of the five years in the period ended December 31, 2020. The selected financial data should be read in conjunction with Item 7, and our Consolidated Financial Statements and related Notes.

On April 1, 2019, the Company changed its method of valuing its Pickle inventory in its Meal Preparation segment from the last-in, first-out (LIFO) method to the first-in, first-out (FIFO) method. After adopting the change, all of the Company's inventory is now valued using the FIFO method. The FIFO method has been applied retrospectively and is reflected in the Consolidated Statements of Operations for the years ended December 31, 2020, 2019, 2018, and 2017 and Consolidated Balance Sheets for the years ended December 31, 2020, 2019, and 2018. Additional periods in the table below were not recast for the change in inventory method because such information is not available without unreasonable effort or expense.

Beginning in the third quarter of 2019, the Company determined that both its Snacks division (through the date of sale) and its RTE Cereal business met the discontinued operations criteria in Accounting Standards Codification 205-20-45 and were classified as discontinued operations. The results of these businesses have been reflected as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019, 2018, and 2017. The assets and liabilities of these businesses have been reflected in assets and liabilities of discontinued operations in the Consolidated Balance Sheets as of December 31, 2020, 2019, and 2018. Additional periods in the table below were not recast for discontinued operations because such information is not available without unreasonable effort or expense. Refer to Note 7 to the Consolidated Financial Statements for additional information regarding discontinued operations.

 Year Ended December 31,
 20202019201820172016
 (In millions, except per share data)
Operating data:     
Net sales$4,349.7 $4,288.9 $4,587.8 $4,852.6 $6,175.1 
Operating income (loss)149.1 (16.1)83.4 79.2 (95.5)
Net income (loss) from continuing operations49.2 (110.3)(46.2)111.3 — 
Net loss from discontinued operations(35.4)(250.7)(18.2)(390.8)— 
Net income (loss)13.8 (361.0)(64.4)(279.5)(228.6)
Earnings (loss) per basic share from continuing operations$0.87 $(1.96)$(0.83)$1.95 $— 
Earnings (loss) per basic share$0.24 $(6.42)$(1.15)$(4.89)$(4.10)
Earnings (loss) per diluted share from continuing operations$0.87 $(1.96)$(0.83)$1.93 $— 
Earnings (loss) per diluted share$0.24 $(6.42)$(1.15)$(4.85)$(4.10)
Weighted average shares -- basic56.5 56.2 56.0 57.1 55.7 
Weighted average shares -- diluted56.7 56.2 56.0 57.6 55.7 
Other data:     
Balance sheet data (at end of period):     
Total assets$5,485.7 $5,139.4 $5,629.3 $5,779.3 $6,545.8 
Long-term debt, excluding current portion2,199.0 2,091.7 2,297.4 2,535.7 2,724.8 
Other long-term liabilities128.2 143.4 168.2 202.1 202.3 
Total stockholders’ equity1,865.0 1,830.9 2,160.0 2,263.3 2,503.3 
Cash flow data:
Net cash provided by operating activities$416.7 $307.7 $505.8 $506.0 $478.6 
Capital expenditures105.7 146.8 177.4 161.6 187.0 



21


Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Overview
We manage and report our operating results through two divisions, which are our reportable segments: Meal Preparation and Snacking & Beverages.
The following discussion and analysis presents the factors that had a material effect on our financial condition, changes in financial condition, and results of operations for the years ended December 31, 2020, 2019, and 2018. This should be read in conjunction with the Consolidated Financial Statements and the Notes to those 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 Information for a discussion of the uncertainties, risks, and assumptions associated with these statements.

Recent Developments

Pasta Acquisition

On December 11, 2020, the Company completed the acquisition of the majority of the U.S. branded pasta portfolio as well as a manufacturing facility in St. Louis, Missouri of Riviana Foods, a subsidiary of Ebro Foods for a purchase price of approximately $239.2 million in cash, subject to customary purchase price adjustments. Ebro Foods is a Spanish-based multinational food group operating primarily in the pasta and rice sectors. The acquisition includes the following regional brands: Skinner, No Yolks, American Beauty, Creamette, San Giorgio, Prince, Light ‘n Fluffy, Mrs. Weiss’, Wacky Mac, P&R Procino-Rossi, and New Mill. The acquisition is expected to strengthen the Company's portfolio and expand its scale to better serve its national and regional customers. The transaction was funded from the Company’s existing cash resources. Refer to Note 7 to our Consolidated Financial Statements for additional information.

Debt Refinancing

On September 9, 2020, the Company completed its public offering the 2028 Notes. The Company used the net proceeds of $491.7 million (after deducting the underwriting discount and offering expenses) from the offering of the 2028 Notes to fund the redemption of all of the $375.9 million outstanding principal amount of the previously issued 2022 Notes, to pay transaction-related fees and expenses of the 2022 Notes redemption, and for general corporate purposes. Refer to Note 12 to our Consolidated Financial Statements for additional information.

COVID-19

In December 2019, COVID-19 was first reported and subsequently characterized by the World Health Organization ("WHO") as a pandemic in March 2020. In an effort to reduce the global transmission of COVID-19, various policies and initiatives have been implemented by governments around the world, including orders to close businesses not deemed "essential", shelter-in-place orders enacted by state and local governments, and the practice of social distancing measures when engaging in essential activities.

Local, state, and national governments continue to emphasize the importance of the food supply during this pandemic and asked that food manufacturers and retailers remain open to meet the needs of our communities. Our number one priority continues to be the health and safety of our employees and others we may come in contact with as we serve our purpose of making high quality food and beverages affordable to all. We have taken numerous steps to keep our employees safe including increased sanitation stations, implementation of physical barriers and social distancing protocols at our manufacturing operations, masks and personal protective equipment for employees across our facilities, preventative temperature screenings across all manufacturing locations, incentives for employees, including supplemental pay and additional paid leave, and remote work arrangements for administrative support functions. Our cross-functional task force continues to monitor and coordinate the Company's response to COVID-19.

Consumers have modified their purchasing habits to more food-at-home in response to the pandemic. As a result, we have experienced favorable revenue and earnings impacts within our retail grocery business, which comprises approximately 80% of total net sales. These favorable impacts within our retail grocery channel more than offset the unfavorable impacts due to the prolonged weakness in demand within the food-away-from-home channel. To date, there have not been material disruptions to
22


our supply chain network, including the supply of our ingredients, packaging, or other sourced materials, though it is possible that more significant disruptions could occur if the duration and severity of COVID-19 continues to increase within North America or Italy. However, there have been production limitations as a result of a tighter labor market, and the COVID-19 environment has caused freight rates to increase during 2020 compared to 2019 due to tighter capacity and stronger demand in the trucking market with the higher shipping volume of products and groceries at-home. These trends have affected our ability to service certain categories.

With the vaccination programs just now beginning, we expect the consumption trends to continue to favor retail grocery as people continue to stay at home. As the vaccination rollout comes to an end, we believe consumers could shift to their historical consumption patterns.

Change in Segments

On January 1, 2020, the Company changed how it manages its business, allocates resources, and goes to market, which resulted in modifications to its organizational and segment structure. As a result, the Company reorganized from a three segment structure previously organized by product category (Baked Goods, Beverages, and Meal Solutions) to a two segment structure organized by market dynamics (Snacking & Beverages and Meal Preparation). All prior period information has been recast to reflect this change in reportable segments. Refer to Note 21 to our Consolidated Financial Statements for additional information.

Results of Operations
The following table presents certain information concerning our financial results, including information presented as a percentage of consolidated net sales:
 Year Ended December 31,
 202020192018
 DollarsPercentDollarsPercentDollarsPercent
 (Dollars in millions)
Net sales$4,349.7 100.0 %$4,288.9 100.0 %$4,587.8 100.0 %
Cost of sales3,547.5 81.6 3,492.1 81.4 3,695.6 80.6 
Gross profit802.2 18.4 796.8 18.6 892.2 19.4 
Operating expenses:      
Selling and distribution263.0 6.0 256.9 6.0 328.5 7.2 
General and administrative248.3 5.7 253.2 5.9 264.4 5.7 
Amortization expense70.7 1.6 74.1 1.8 80.2 1.7 
Asset impairment— — 129.1 3.0 — — 
Other operating expense, net71.1 1.6 99.6 2.3 135.7 3.0 
Total operating expenses653.1 14.9 812.9 19.0 808.8 17.6 
Operating income (loss)149.1 3.5 (16.1)(0.4)83.4 1.8 
Other expense (income):      
Interest expense104.8 2.4 102.4 2.4 105.4 2.4 
Loss on extinguishment of debt1.2 — — — 6.6 0.1 
(Gain) loss on foreign currency exchange(1.7)— (3.5)(0.1)8.6 0.2 
Other expense, net27.7 0.6 40.8 1.0 20.4 0.4 
Total other expense132.0 3.0 139.7 3.3 141.0 3.1 
Income (loss) before income taxes17.1 0.5 (155.8)(3.7)(57.6)(1.3)
Income tax benefit(32.1)(0.7)(45.5)(1.1)(11.4)(0.3)
Net income (loss) from continuing operations49.2 1.2 (110.3)(2.6)(46.2)(1.0)
Net loss from discontinued operations(35.4)(0.8)(250.7)(5.8)(18.2)(0.4)
Net income (loss)$13.8 0.4 %$(361.0)(8.4)%$(64.4)(1.4)%
23



Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
Continuing Operations
Net Sales – Consolidated net sales increased 1.4% to $4,349.7 million for the year ended December 31, 2020, compared to $4,288.9 million for the year ended December 31, 2019. The change in net sales from 2019 to 2020 was due to the following:
 DollarsPercent
 (In millions)
2019 Net sales$4,288.9  
Volume/mix excluding SKU rationalization, divestitures, and acquisitions115.5 2.7 %
Pricing(0.8)— 
Volume/mix related to divestitures(59.4)(1.4)
Acquisition11.6 0.3 
SKU rationalization(3.4)(0.1)
Foreign currency(2.7)(0.1)
2020 Net sales$4,349.7 1.4 %
Volume/mix related to divestitures1.4 
Acquisition(0.3)
SKU rationalization0.1 
Foreign currency0.1 
Percent change in organic net sales (1)2.7 %

(1) Organic net sales is a Non-GAAP financial measure. Refer to the definition within the "Non-GAAP Measures" section.

Organic net sales increased 2.7% for the year ended December 31, 2020 driven by:

Volume/mix excluding SKU rationalization, divestitures, and acquisitions was favorable 2.7% year-over-year primarily due to distribution gains, new items, and increased retail demand as a result of the COVID-19 pandemic, which outpaced the impact of carryover distribution losses and decreased food-away-from-home demand.
Pricing was flat during 2020 compared to 2019.

The year-over-year increase in organic net sales was partially offset by the divestiture of the two In-Store Bakery facilities, which was unfavorable 1.4%. The inclusion of the business from the pasta acquisition was favorable by 0.3%. Our efforts to simplify and rationalize low margin SKUs from our product portfolio was unfavorable 0.1% within our Snacking & Beverages segment and foreign exchange was unfavorable 0.1% year-over-year.

Gross Profit  — Gross profit as a percentage of net sales was 18.4% for the year ended December 31, 2020 compared to 18.6% for the year ended December 31, 2019, a decrease of 0.2 percentage points. The decrease is primarily due to incremental costs incurred in response to the COVID-19 pandemic, including increased production shifts, supplemental pay, protective equipment for employees, additional sanitation measures, and higher employee expenses. This was partially offset by higher operational throughput at our network of manufacturing and distribution facilities.
Total Operating Expenses — Total operating expenses as a percentage of net sales was 14.9% for the year ended December 31, 2020 compared to 19.0% for the year ended December 31, 2019, a decrease of 4.1 percentage points. The decrease is primarily attributable to 2019 non-recurring impairment charges of $88.0 million related to long-lived assets in the Cookies and Dry Dinners categories, within the Snacking & Beverages and Meal Preparation segments, respectively, and 2019 the non-recurring impairment charge of $41.1 million related to the sale of the Fridley, Minnesota and Lodi, California In-Store Bakery facilities. Additionally, there were lower restructuring expenses as the Company completed certain restructuring programs.
Total Other Expense Total other expense decreased by $7.7 million to $132.0 million in 2020 compared to $139.7 million in 2019. The decrease is primarily due to lower non-cash mark-to-market expense from hedging activities, driven by foreign
24


currency contracts, interest rate swaps, and commodity contracts. The decrease was partially offset by unfavorable currency exchange rates between the U.S. and Canadian dollar during the respective periods, a loss on extinguishment of debt, and higher interest expense driven by the realized loss on swap contracts.
Income Taxes - Income tax benefit was recorded at an effective rate of (187.7)% in 2020 compared to 29.2% in 2019. The change in the Company’s effective tax rate year-over-year is primarily due to benefits recognized in 2020 related to the net operating loss carryback provisions of the CARES Act, a change in the amount of valuation allowance recorded against certain deferred tax assets, and the one-time tax benefit recognized in 2019 associated with the repatriation of the U.S. customer based intangibles formerly held by our Canadian subsidiaries.

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.

Discontinued Operations

Net loss from discontinued operations decreased $215.3 million in the year ended December 31, 2020 compared to 2019. The decrease is primarily related to a non-recurring impairment charge recognized in 2019 related to long-lived assets in the Snacks division, a greater impairment charge related to the expected loss on disposal of the Ready-to-eat Cereal business recognized in 2019 compared to that recognized in 2020, and a non-recurring loss on the sale of the Snacks division recognized in 2019. Additionally, the Snacks division had a non-recurring operating loss in 2019. Refer to Note 7 of our Consolidated Financial Statements for additional details.

Year Ended December 31, 2020 Compared to Year Ended December 31, 2019 — Results by Segment
 Year Ended December 31, 2020
 Meal PreparationSnacking & Beverages
 DollarsPercentDollarsPercent
 (Dollars in millions)
Net sales$2,701.4 100.0 %$1,649.4 100.0 %
Cost of sales2,197.7 81.4 1,313.8 79.7 
Gross profit503.7 18.6 335.6 20.3 
Freight out and commissions105.2 3.9 78.4 4.8 
Direct selling, general, and administrative27.9 1.0 22.6 1.3 
Direct operating income$370.6 13.7 %$234.6 14.2 %

 Year Ended December 31, 2019
 Meal PreparationSnacking & Beverages
 DollarsPercentDollarsPercent
 (Dollars in millions)
Net sales$2,680.7 100.0 %$1,608.2 100.0 %
Cost of sales2,162.4 80.7 1,313.2 81.7 
Gross profit518.3 19.3 295.0 18.3 
Freight out and commissions102.6 3.8 79.5 4.9 
Direct selling, general, and administrative34.4 1.3 22.7 1.4 
Direct operating income$381.3 14.2 %$192.8 12.0 %

The change in net sales from the year ended December 31, 2019 to year ended December 31, 2020 was due to the following:
25


Year Ended December 31,
Meal PreparationSnacking & Beverages
 DollarsPercentDollarsPercent
 (Dollars in millions)
2019 Net Sales$2,680.7  $1,608.2 
Volume/mix excluding SKU rationalization, divestitures, and acquisitions14.5 0.5 %101.0 6.3 %
Pricing(3.2)(0.1)3.5 0.2 
Volume/mix related to divestitures— — (59.4)(3.7)
Acquisition11.6 0.5 — — 
SKU rationalization— — (3.4)(0.2)
Foreign currency(2.2)(0.1)(0.5)— 
2020 Net sales$2,701.4 0.8 %$1,649.4 2.6 %
Volume/mix related to divestitures— 3.7 
Acquisition(0.5)— 
SKU rationalization— 0.2 
Foreign currency0.1 — 
Percent change in organic net sales0.4 %6.5 %

Meal Preparation
Net sales in the Meal Preparation segment increased $20.7 million or 0.8% in the year ended December 31, 2020 compared to the year ended December 31, 2019. The change in net sales was due to recent distribution gains and stronger retail demand as a result of the COVID-19 pandemic, which outpaced the impact of carryover distribution losses and decreased food-away-from-home demand. Additionally, the inclusion of the business from the pasta acquisition increased net sales. This was partially offset by unfavorable pricing due to the impact of pricing adjustments and unfavorable foreign currency. Organic net sales in the Meal Preparation segment increased 0.4% year-over-year.
Direct operating income as a percentage of net sales decreased 0.5 percentage points in the year ended December 31, 2020 compared to the year ended December 31, 2019. The decrease is primarily due to COVID-19 increased operational costs primarily from labor shortages, unfavorable pricing, and higher freight costs due to reduced market capacity and an increase in spot market usage. These declines were partially offset by favorable SG&A as a result of continued discipline and favorable channel mix.
Snacking & Beverages
Net sales in the Snacking & Beverages segment increased $41.2 million or 2.6% in the year ended December 31, 2020 compared to the year ended December 31, 2019. The change in net sales was due to favorable volume/mix mostly from increased retail demand as a result of the COVID-19 pandemic and favorable pricing, which outpaced the impact of carryover distribution losses and lower volume due to the divestiture of the two In-Store Bakery facilities. This was partially offset by efforts to simplify and rationalize low margin SKUs and unfavorable foreign currency. Organic net sales in the Snacking & Beverages segment increased 6.5% year-over-year.
Direct operating income as a percentage of net sales increased 2.2 percentage points in the year ended December 31, 2020 compared to the year ended December 31, 2019. The increase primarily resulted from productivity gains associated with higher operational throughput at our network of manufacturing and distribution facilities in response to the increased demand due to COVID-19. The increase was partially offset by higher freight costs due to reduced market capacity and an increase in spot market usage.

26


Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
Continuing Operations

Net Sales – Consolidated net sales decreased 6.5% to $4,288.9 million for the year ended December 31, 2019, compared to $4,587.8 million for the year ended December 31, 2018. The change in net sales from 2018 to 2019 was due to the following:
 
 DollarsPercent
 (In millions)
2018 Net sales$4,587.8  
Volume/mix excluding SKU rationalization(256.5)(5.6)%
Pricing27.5 0.6 
SKU rationalization(60.2)(1.3)
Divestiture(4.5)(0.1)
Foreign currency(5.2)(0.1)
2019 Net sales$4,288.9 (6.5)%
SKU rationalization1.3 
Divestiture0.1 
Foreign currency0.1 
Percent change in organic net sales(5.0)%

Organic net sales decreased 5.0% for the year ended December 31, 2019 driven by:

Volume/mix was unfavorable 5.6% year-over-year across both segments primarily due to distribution lost as a result of pricing actions taken in 2018.
Pricing was favorable 0.6% during 2019 compared to 2018 driven by pricing actions executed in 2019 to cover commodity, freight, and packaging inflation, partially offset by competitive pressure in Single serve hot beverages.

Our efforts to simplify and rationalize low margin SKUs from our product portfolio contributed 1.3% to the overall year-over-year decline in net sales, primarily within our Snacking & Beverages segment. The divestiture of the McCann's business in July 2018 and unfavorable foreign currency exchange each contributed 0.1% to the year-over-year decline in net sales.

Gross Profit  — Gross profit as a percentage of net sales was 18.6% for the year ended December 31, 2019 compared to 19.4% for the year ended December 31, 2018, a decrease of 0.8 percentage points. The decrease is primarily due to lower volumes and the related costs impacts, $11.4 million of expenses related to regulatory compliance with upcoming nutrition label requirements and $4.3 million related to the multiemployer pension plan withdrawal recognized in 2019. This is partially offset by lower expenses associated with our restructuring programs of $4.4 million in 2019 compared to $13.3 million in 2018.

Total Operating Expenses - Total operating expenses as a percentage of net sales was 19.0% for the year ended December 31, 2019 compared to 17.6% for the year ended December 31, 2018, an increase of 1.4 percentage points. The increase is primarily due to non-cash impairment charges of $129.1 million related to the Cookies and Dry Dinners asset groups, within the Snacking & Beverages and Meal Preparation segments, respectively, and two In-Store Bakery facilities in 2019, and $13.4 million of acquisition, integration, divestiture and related gains mostly related to the divestiture of the McCann's business in 2018 compared to $0.6 million expense in 2019. This is partially offset by lower restructuring expenses of $99.3 million in 2019, compared to $149.1 million in 2018, lower freight costs due to increased market capacity and reduced spot market usage, and lower variable incentive compensation.

Total Other Expense - Total other expense decreased by $1.3 million to $139.7 million in 2019 compared to $141.0 million in 2018. The decrease was primarily due to favorable fluctuations in the currency exchange rates between the U.S. and Canadian dollar during the respective periods and lower interest expense. The lower interest expense reflects lower net debt compared to the prior year, partially offset by the year-over-year increase in the LIBOR interest rate. This decrease in total other expense is partially offset by unrealized losses of $47.0 million related to mark-to-market derivative contracts in 2019, compared to unrealized losses of $22.5 million in 2018.
27



Income Taxes - Income tax benefit was recorded at an effective rate of 29.2% in 2019 compared to 19.8% in 2018. The change in the Company’s effective tax rate year-over-year is primarily due to a one-time tax benefit in 2019 associated with the repatriation of the U.S. customer based intangibles formerly held by our Canadian subsidiaries, a change in the valuation allowance recorded against certain deferred tax assets, and a change in the amount of executive compensation that is non-deductible for tax purposes.
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.

Discontinued Operations

Net loss from discontinued operations increased $232.5 million in the year ended December 31, 2019 compared to 2018. The increase is primarily the result of the non-cash pre-tax loss on the divestiture of the Snacks division of $98.4 million and expected disposal loss on the RTE Cereal business recognized as an impairment charge of $74.5 million during the twelve months ended December 31, 2019.

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018 — Results by Segment
 Year Ended December 31, 2019
 Meal PreparationSnacking & Beverages
 DollarsPercentDollarsPercent
 (Dollars in millions)
Net sales$2,680.7 100.0 %$1,608.2 100.0 %
Cost of sales2,162.4 80.7 1,313.2 81.7 
Gross profit518.3 19.3 295.0 18.3 
Freight out and commissions102.6 3.8 79.5 4.9 
Direct selling, general, and administrative34.4 1.3 22.7 1.4 
Direct operating income$381.3 14.2 %$192.8 12.0 %

 Year Ended December 31, 2018
 Meal PreparationSnacking & Beverages
 DollarsPercentDollarsPercent
 (Dollars in millions)
Net sales$2,871.6 100.0 %$1,716.2 100.0 %
Cost of sales2,287.6 79.7 1,396.9 81.4 
Gross profit584.0 20.3 319.3 18.6 
Freight out and commissions127.0 4.4 113.3 6.6 
Direct selling, general, and administrative38.1 1.3 25.8 1.5 
Direct operating income$418.9 14.6 %$180.2 10.5 %
28


The change in net sales from the year ended December 31, 2018 to year ended December 31, 2019 was due to the following:
Year Ended December 31,
Meal PreparationSnacking & Beverages
 DollarsPercentDollarsPercent
 (Dollars in millions)
2018 Net Sales$2,871.6  $1,716.2 
     SKU rationalization(15.3)(0.5)%(44.9)(2.6)%
     Volume/mix excluding SKU rationalization(174.6)(6.1)(81.9)(4.8)
     Pricing7.3 0.3 20.2 1.2 
     Divestiture(4.5)(0.2)— — 
     Foreign currency(3.8)(0.1)(1.4)(0.1)
2019 Net sales$2,680.7 (6.6)%$1,608.2 (6.3)%
SKU rationalization0.5 2.6 
Divestiture0.2 — 
Foreign currency0.1 0.1 
Percent change in organic net sales(5.8)%(3.6)%
Meal Preparation
Net sales in the Meal Preparation segment decreased $190.9 million or 6.6% in the year ended December 31, 2019 compared to the year ended December 31, 2018 due to unfavorable volume/mix primarily from lost distribution mostly in Pasta, Pickles, Powdered Creamers, and Single serve hot beverages, the continued impact of lower pricing on Single serve hot beverages due to competitive pressure, ongoing efforts to simplify and rationalize low margin SKUs, the divestiture of the McCann's business, and unfavorable foreign currency. These declines were partially offset by pricing actions taken to recover commodity, freight, and packaging inflation.

Direct operating income as a percentage of net sales decreased 0.4 percentage points in the year ended December 31, 2019 compared to the year ended December 31, 2018. This decrease is primarily due to lost distribution, the continued impact of lower pricing on Single serve hot beverages due to competitive pressure, and higher operating costs. These declines were partially offset by pricing actions taken in response to commodity, freight, and packaging inflation and lower freight costs due to increased market capacity and reduced spot market usage.
Snacking & Beverages
Net sales in the Snacking & Beverages segment decreased $108.0 million or 6.3% in the year ended December 31, 2019 compared to the year ended December 31, 2018 due to unfavorable volume/mix primarily from lost distribution mostly in Broth, In-Store Bakery, Crackers and Bars, ongoing efforts to simplify and rationalize low margin SKUs, and unfavorable foreign currency. These declines were partially offset by pricing actions taken to recover commodity, freight, and packaging inflation.

Direct operating income as a percentage of net sales increased 1.5 percentage points in the year ended December 31, 2019 compared to the year ended December 31, 2018. This increase is primarily due to lower freight costs as a result of increased market capacity and reduced spot market usage, cost savings due to TreeHouse 2020 and Structure to Win initiatives, pricing actions taken to recover commodity, freight, and packaging inflation, and favorable mix due to the rationalization of low margin business. This was partially offset by lower volume.
29



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 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 $727.1 million was available under the Revolving Credit Facility as of December 31, 2020. See Note 12 to our Consolidated Financial Statements for additional information regarding our Revolving Credit Facility. We are in compliance with the terms of the Revolving Credit Facility and expect to meet foreseeable financial requirements.

COVID-19

At this time, COVID-19 has not had a material adverse impact on our operations, and we anticipate our current cash balances, cash flows from operations, and our available sources of liquidity will be sufficient to meet our cash requirements. We expect that the provisions included within the CARES Act will help offset incremental cash expenses incurred by the Company as we respond to the COVID-19 pandemic. Under the CARES Act, we deferred the payment of $22.8 million in payroll taxes as of December 31, 2020, which will be paid equally in the fourth quarters of 2021 and 2022. We filed a refund claim from the Internal Revenue Service of $73.5 million related to the net operating loss carryback provisions of the CARES Act for the 2019 federal tax loss and received $71.4 million in the fourth quarter of 2020. We will file an additional $14.1 million refund claim for the 2020 estimated federal tax loss. In addition, we are actively monitoring the collectability of all of our outstanding trade receivables, including those within our food-away-from-home channel, which comprises less than 10% of our revenue. Given the dynamic nature of COVID-19, we will continue to assess our liquidity needs while additionally managing our discretionary spending and investment strategies.

Notice of Partial Redemption of the 2024 Notes

On January 15, 2021 the Company, through Wells Fargo Bank, National Association, as trustee (the "Trustee"), issued a notice of redemption to redeem $200.0 million of its outstanding 6.000% Senior Notes due 2024 (the "2024 Notes"). The redemption of the 2024 Notes is expected to occur on February 16, 2021 (the "Redemption Date"). The 2024 Notes were issued under an indenture dated as of March 2, 2010, by and among the Company, the guarantors signatory thereto and the Trustee, as supplemented and amended (the "Indenture"). The Notes will be redeemed pursuant to Sections 3.01 and 3.02 of the Indenture at a redemption price equal to 101.50% of the aggregate principal amount of the Notes being redeemed (the "Redemption Price"), plus accrued and unpaid interest to, but not including the Redemption Date. The redemption of the 2024 Notes will be funded using the Company's available cash resources, and it is not subject to any conditions. On and after the Redemption Date, the Redemption Price will become due and payable upon each such Note to be redeemed and, unless the Company defaults in making such redemption payment, interest thereon will cease to accrue on and after that date.

The following table is derived from our Consolidated Statement of Cash Flows:
 Year Ended December 31,
 202020192018
 (In millions)
Net Cash Flows Provided By (Used In):   
Operating activities of continuing operations$403.6 $263.9 $472.1 
Investing activities of continuing operations(330.4)(139.3)(142.4)
Financing activities of continuing operations74.0 (206.9)(311.0)
Cash flows from discontinued operations 11.1 115.0 15.2 

Operating Activities From Continuing Operations

Our cash provided by operating activities of continuing operations was $403.6 million in 2020 compared to $263.9 million in 2019, an increase of $139.7 million. The increase is primarily attributable to higher cash earnings and the cash benefits from the CARES Act.

Our cash provided by operating activities of continuing operations was $263.9 million in 2019 compared to $472.1 million in 2018, a decrease of $208.2 million. The decrease is primarily attributable to lower accounts payable and higher incentive
30


compensation payments partially offset by lower receivables due to the higher use of the Receivables Sales Program (refer to Note 5 to the Consolidated Financial statements for additional information). Accounts payable decreased largely due to the settlement of payables retained as part of the divestiture of the Snacks division.

The Company's working capital management emphasis continues to be focused on reducing inventory, driving faster collection of receivables, and extending vendor terms.

Investing Activities From Continuing Operations

Cash used in investing activities of continuing operations was $330.4 million in 2020 compared to $139.3 million in 2019, an increase in cash used of $191.1 million, driven by the pasta and refrigerated dough business acquisitions. This was partially offset by proceeds received from the sale of the In-Store Bakery facilities in 2020 and lower capital expenditures related to non-recurring manufacturing plant expansion projects in 2019 primarily at our Single serve hot beverage Dallas, Texas and Ready-to-drink beverage Cambridge, Maryland locations.

Cash used in investing activities of continuing operations was $139.3 million in 2019 compared to $142.4 million in 2018, a decrease in cash used of $3.1 million, driven by lower capital expenditures in 2019 compared to 2018, partially offset by the proceeds from the sale of the McCann's business in 2018.

Financing Activities From Continuing Operations

Net cash provided by financing activities of continuing operations was $74.0 million in 2020 compared to net cash used of $206.9 million in 2019, an increase in cash provided of $280.9 million. The increase is primarily attributable to early payments made on the Company's term loan during 2019, which did not recur in 2020, and debt refinancing activity during 2020. This debt refinancing resulted in an increase in cash due to the issuance of 2028 Notes which was partially offset by the redemption of the 2022 Notes. The increase in cash provided was partially offset by the common stock repurchases.

Net cash used in financing activities of continuing operations was $206.9 million in 2019 compared to $311.0 million in 2018, a decrease in cash used of $104.1 million. The decrease is primarily attributable to repurchases of the 2022 Notes and 2024 Notes (refer to Note 12) and common stock repurchases, which did not recur in 2019, partially offset by early payments of $200.0 million on the Company's term loans during 2019.

Cash Flows From Discontinued Operations

Our cash provided by discontinued operations was $11.1 million in 2020 compared to $115.0 million in 2019, a decrease in cash provided of $103.9 million. The decrease in cash flow during 2020 compared to 2019 is primarily attributable to non-recurring proceeds from the sale of the Snacks division in 2019 and non-recurring cash flows from operations from the Snacks division in 2019. This was partially offset by higher cash earnings from the RTE Cereal business and lower capital expenditures during 2020.  

Our cash provided by discontinued operations was $115.0 million in 2019 compared to cash provided of $15.2 million in 2018, an increase in cash provided of $99.8 million. The increase in cash flow during 2019 compared to 2018 is primarily attributable to proceeds received from the sale of the Snacks division and lower inventory.

Free Cash Flow From Continuing Operations

In addition to measuring our cash flow generation and