Edgar Filing: TreeHouse Foods, Inc.

Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the Quarterly Period Ended June 30, 2013.

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

For the Transition Period from to

Commission File Number 001-32504

TreeHouse Foods, Inc.

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

LOGO


Delaware		20-2311383
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

2021 Spring Road, Suite 600
Oak Brook, IL		60523
(Address of principal executive offices)		(Zip Code)

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x 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 filer	x	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting Company	¨
(Do not check if a smaller reporting company)

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

Yes ¨ No x

Number of shares of Common Stock, $0.01 par value, outstanding as of July 31, 2013: 36,373,615

Table of Contents


	Page
Part I — Financial Information

Item 1 — Financial Statements (Unaudited)		3

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations		32

Item 3 — Quantitative and Qualitative Disclosures About Market Risk		46

Item 4 — Controls and Procedures		47

Report of Independent Registered Public Accounting Firm		48

Part II — Other Information

Item 1 — Legal Proceedings		49

Item 1A — Risk Factors		49

Item 5 — Other Information		49

Item 6 — Exhibits		49

Signatures		50

Part I — Financial Information

Item 1. Financial Statements

TREEHOUSE FOODS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)


	June 30, 2013			December 31, 2012
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	28,345		$	94,407
Investments		7,551			—
Receivables, net		115,604			124,648
Inventories, net		389,447			347,353
Deferred income taxes		8,245			7,998
Prepaid expenses and other current assets		20,044			14,005

Total current assets		569,236			588,411
Property, plant and equipment, net		419,872			425,307
Goodwill		1,067,068			1,073,191
Intangible assets, net		400,550			417,561
Other assets, net		19,757			21,403

Total assets	$	2,476,483		$	2,525,873


Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	195,410		$	185,086
Current portion of long-term debt		1,667			1,944

Total current liabilities		197,077			187,030
Long-term debt		813,224			898,100
Deferred income taxes		214,048			212,461
Other long-term liabilities		44,491			49,027

Total liabilities		1,268,840			1,346,618
Commitments and contingencies (Note 18)
Stockholders’ equity:
Preferred stock, par value $0.01 per share, 10,000 shares authorized, none issued		—			—
Common stock, par value $0.01 per share, 90,000 shares authorized, 36,350 and 36,197 shares issued and outstanding, respectively		363			362
Additional paid-in capital		732,058			726,582
Retained earnings		510,489			468,951
Accumulated other comprehensive loss		(35,267	)		(16,640	)

Total stockholders’ equity		1,207,643			1,179,255

Total liabilities and stockholders’ equity	$	2,476,483		$	2,525,873

See Notes to Condensed Consolidated Financial Statements.

TREEHOUSE FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)


	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(Unaudited)						(Unaudited)
Net sales	$	526,346		$	527,421		$	1,066,456		$	1,051,232
Cost of sales		416,778			420,830			842,716			829,709

Gross profit		109,568			106,591			223,740			221,523
Operating expenses:
Selling and distribution		31,394			33,858			63,796			68,152
General and administrative		29,106			22,704			56,579			49,308
Other operating (income) expense, net		(136	)		(49	)		1,282			411
Amortization expense		8,227			8,624			16,726			16,887

Total operating expenses		68,591			65,137			138,383			134,758

Operating income		40,977			41,454			85,357			86,765
Other expense (income):
Interest expense		12,230			12,452			25,008			25,664
Interest income		(322	)		(14	)		(1,000	)		(14	)
Loss (gain) on foreign currency exchange		841			(450	)		480			406
Other expense (income), net		345			1,970			(368	)		1,509

Total other expense		13,094			13,958			24,120			27,565

Income before income taxes		27,883			27,496			61,237			59,200
Income taxes		9,318			7,985			19,698			17,615

Net income	$	18,565		$	19,511		$	41,539		$	41,585


Net earnings per common share:
Basic	$	.51		$	.54		$	1.14		$	1.15
Diluted	$	.50		$	.53		$	1.11		$	1.12
Weighted average common shares:
Basic		36,337			36,057			36,323			36,038
Diluted		37,373			37,132			37,312			37,113

See Notes to Condensed Consolidated Financial Statements.

TREEHOUSE FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)


	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(Unaudited)						(Unaudited)
Net income	$	18,565		$	19,511		$	41,539		$	41,585

Other comprehensive (loss) income:
Foreign currency translation adjustments		(11,609	)		(9,271	)		(19,467	)		(1,784	)
Pension and post-retirement reclassification adjustment (1)		349			282			759			561
Derivative reclassification adjustment (2)		41			41			81			81

Other comprehensive (loss) income		(11,219	)		(8,948	)		(18,627	)		(1,142	)


Comprehensive income	$	7,346		$	10,563		$	22,912		$	40,443

(1)

Net of tax of $217 and $177 for the three months ended June 30, 2013 and 2012, respectively, and $435 and $353 for the six months ended June 30, 2013 and 2012, respectively.

(2)

Net of tax of $25 for the three months ended June 30, 2013 and 2012, respectively, and $51 for the six months ended June 30, 2013 and 2012, respectively.

See Notes to Condensed Consolidated Financial Statements.

TREEHOUSE FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Six Months Ended
	June 30,
	2013			2012
	(Unaudited)
Cash flows from operating activities:
Net income	$	41,539		$	41,585
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		38,412			26,064
Amortization		16,726			16,887
Mark to market (gain) loss on derivative contracts		(499	)		1,581
Mark to market gain on investments		(389	)		—
Excess tax benefits from stock-based compensation		(1,097	)		(2,440	)
Stock-based compensation		7,108			5,748
(Gain) loss on disposition of assets		(231	)		1,263
Deferred income taxes		2,138			3,387
Other		557			1,408
Changes in operating assets and liabilities, net of acquisitions:
Receivables		7,730			2,655
Inventories		(43,488	)		(12,285	)
Prepaid expenses and other assets		(4,728	)		2,399
Accounts payable, accrued expenses and other liabilities		6,264			6,366

Net cash provided by operating activities		70,042			94,618
Cash flows from investing activities:
Purchase of investments		(7,585	)		—
Additions to property, plant and equipment		(35,641	)		(30,019	)
Additions to other intangible assets		(3,255	)		(4,302	)
Acquisition of business, net of cash acquired		—			(25,000	)
Proceeds from sale of fixed assets		1,072			46

Net cash used in investing activities		(45,409	)		(59,275	)
Cash flows from financing activities:
Borrowings under revolving credit facility		111,800			198,900
Payments under revolving credit facility		(195,800	)		(160,400	)
Payments on capitalized lease obligations		(1,149	)		(1,033	)
Net receipts (payments) related to stock-based award activities		(1,192	)		(3,878	)
Excess tax benefits from stock-based compensation		1,097			2,440

Net cash (used in) provided by financing activities		(85,244	)		36,029
Effect of exchange rate changes on cash and cash equivalents		(5,451	)		(407	)

Net (decrease) increase in cash and cash equivalents		(66,062	)		70,965
Cash and cash equivalents, beginning of period		94,407			3,279

Cash and cash equivalents, end of period	$	28,345		$	74,244

See Notes to Condensed Consolidated Financial Statements.

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the six months ended June 30, 2013

(Unaudited)

1. Basis of Presentation

The unaudited Condensed Consolidated Financial Statements included herein have been prepared by TreeHouse Foods, Inc. (the “Company,” “we,” “us,” or “our”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to quarterly reporting on Form 10-Q. In our opinion, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as permitted by such rules and regulations. The Condensed Consolidated Financial Statements and related notes should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012. Results of operations for interim periods are not necessarily indicative of annual results. In the Condensed Consolidated Statements of Cash Flows, the Company reclassified the “loss (gain) on foreign currency exchange” into the “other” line in cash flows from operating activities, as the amounts are not material and this change will result in a presentation format that is consistent with others in our industry. This reclassification had no effect on operating cash flows, or total cash flows for the periods presented. In the Condensed Consolidated Balance Sheets, the Company reclassified the “Assets held for sale” line into the “Prepaid expenses and other current assets” line, as the amounts are not material. As a result of investing our excess cash in interest bearing accounts in 2013, we are earning interest income, and as a result, we have presented interest income as a separate line item in our Condensed Consolidated Statements of Income in 2013. To be consistent with the current year presentation, we have reclassified interest income, which had previously been presented net of interest expense. These reclassifications had no effect on reported net income, total assets, or cash flows.

The preparation of our Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to use our judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from these estimates.

A detailed description of the Company’s significant accounting policies can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

2. Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date, clarifying how entities are required to measure obligations resulting from joint and several liability arrangements and outlining the required disclosures around these liabilities. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company’s joint and several guarantees of indebtedness as discussed in Note 11, Long-Term Debt, are guaranteed by our 100 percent owned subsidiaries. The Company does not believe this ASU will have a significant impact on the Company’s financial statements.

In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which adds new disclosure requirements for items reclassified out of accumulated other comprehensive income (“AOCI”). This ASU expands the disclosure requirements by requiring an entity to disaggregate the total change of each component of other comprehensive income (“OCI”) and present separately any reclassification adjustments and current period OCI. This ASU also requires disclosure of the individual income statement line items affected by the amounts reclassified out of AOCI. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. This ASU does not change the accounting for AOCI, and only requires new disclosures. See Note 14 for the required disclosures.

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3. Restructuring

Soup restructuring - On August 7, 2012, following a strategic review of the soup category, the Company announced a restructuring plan that includes the closure of its Mendota, Illinois soup plant. Subsequently, the Company amended the plan to include reductions to the cost structure of the Pittsburgh, Pennsylvania facility by reorganizing and simplifying the soup business at the Pittsburgh facility. The restructuring is expected to reduce manufacturing costs by streamlining operations and transferring production to the Company’s Pittsburgh, Pennsylvania soup plant. Production at the Mendota facility was primarily related to the North American Retail Grocery segment. Production ended as of December 31, 2012, with full plant closure in the second quarter of 2013. Total costs are expected to be approximately $26.7 million as detailed below, of which $5.6 million is expected to be in cash. The total expected costs increased from $20.5 million as of March 31, 2013, as estimates were refined and the scope of the restructuring was expanded to include the Company’s conversion from the use of wells to city water. Expenses associated with the restructuring are primarily aggregated in the Other operating expense, net line of the Condensed Consolidated Statements of Income, with the exception of accelerated depreciation, which is recorded in Cost of sales.

Seaforth, Ontario, Canada - On August 7, 2012, the Company announced the closure of its salad dressing plant in Seaforth, Ontario, Canada and the transfer of production to facilities where the Company has lower production costs. Production at the Seaforth, Ontario facility is primarily related to the North American Retail Grocery segment and is expected to end in the fourth quarter of 2013, with full plant closure also expected in the fourth quarter of 2013. Total costs to close the Seaforth facility are expected to be approximately $12.3 million as detailed below, of which $5.6 million is expected to be in cash. The total expected costs decreased from $13.4 million, as of March 31, 2013, as estimates were refined. Expenses incurred associated with the facility closure are primarily aggregated in the Other operating expense, net line of the Condensed Consolidated Statements of Income. Certain costs, primarily accelerated depreciation, are recorded in Cost of sales.

During the third quarter of 2012, and concurrent with the restructurings as noted above, the Company reviewed the fixed assets for impairment at the product category level and no impairment was indicated. During the review, the useful lives of the related assets were reassessed and shortened to be consistent with the dates that production at the facilities were expected to end. The change in estimated useful lives related to the restructurings resulted in accelerated depreciation of $7.2 million and $12.7 million for the three and six months ended June 30, 2013, respectively.

Below is a summary of the restructuring costs:


	Soup Restructuring
	Three Months			Six Months			Cumulative		Total
	Ended			Ended			Costs		Expected
	June 30, 2013			June 30, 2013			To Date		Costs
	(In thousands)
Accelerated depreciation	$	5,833		$	9,981		$	16,684	$	21,088
Severance and outplacement		(44	)		(12	)		745		816
Other closure costs		(536	)		218			798		4,814

Total	$	5,253		$	10,187		$	18,227	$	26,718


	Seaforth Closure
	Three Months			Six Months			Cumulative		Total
	Ended			Ended			Costs		Expected
	June 30, 2013			June 30, 2013			To Date		Costs
	(In thousands)
Accelerated depreciation	$	1,356		$	2,716		$	6,724	$	6,736
Severance and outplacement		200			496			2,745		2,772
Other closure costs		874			1,347			1,825		2,789

Total	$	2,430		$	4,559		$	11,294	$	12,297

Naturally Fresh restructuring - As disclosed in Note 4, the Company acquired substantially all of the assets of Naturally Fresh, Inc. (“Naturally Fresh”) in the second quarter of 2012. Subsequent to the acquisition, during the third quarter of 2012, the Company closed the trucking operations of Naturally Fresh that were acquired in the purchase.

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Liabilities recorded as of June 30, 2013 associated with the restructurings of the Soup category, Seaforth facility, and Naturally Fresh relate to severance and are included in the Accounts payable and accrued expenses line of the Condensed Consolidated Balance Sheets. The table below presents a reconciliation of the severance liability as of June 30, 2013.


	Severance Liability
	(In thousands)
Balance as of January 1, 2013	$	2,686
Expense		485
Payments		(2,088	)
Foreign exchange		(62	)
Adjustments		(43	)

Balance as of June 30, 2013	$	978

4. Acquisitions

On August 8, 2013, the Company announced it had entered into a definitive agreement to acquire all of the outstanding equity interests of Associated Brands Management Holdings Inc., Associated Brands Holdings Limited Partnership, Associated Brands GP Corporation and 6726607 Canada Ltd., (collectively, “Associated Brands”), a privately owned Canadian company and a leading private label manufacturer of powdered drinks, specialty teas and sweeteners, from TorQuest Partners LLC and other shareholders. The Company has agreed to pay CAD $187 million in cash for the business, subject to an adjustment for working capital. The acquisition of Associated Brands is expected to strengthen the Company’s retail presence in private label dry grocery and will introduce a line of specialty tea products to complement its fast growing single serve coffee business. The transaction is expected to close in the third quarter of 2013, subject to the satisfaction of customary closing conditions, and will be financed through borrowings under the Company’s existing $750 million credit facility.

On June 24, 2013, the Company announced it had entered into a definitive agreement to acquire all of the outstanding shares of Cains Foods, L.P. (“Cains”), a privately owned Ayer, Massachusetts based manufacturer of shelf stable mayonnaise, dressings and sauces. The Cains product portfolio offers retail and foodservice customers a wide array of packaging sizes, sold under both private label and branded products. The Company agreed to pay $35 million in cash for the business, subject to an adjustment for working capital and taxes. The acquisition is expected to expand the Company’s footprint in the Northeast United States, enhance its foodservice presence, and enrich its packaging capabilities. The transaction closed on July 1, 2013 and was financed through borrowings under the Company’s existing $750 million credit facility. The acquisition will be accounted for under the acquisition method of accounting. The required disclosures have not been provided as the initial accounting for the business combination was not complete prior to the issuance of these financial statements.

On November 30, 2012, the Company completed the acquisition of selected assets of the aseptic cheese and pudding business from Associated Milk Producers Inc. (“AMPI”), a dairy marketing cooperative based in New Ulm, Minnesota. The business was integrated into the Company’s existing aseptic operations within its Food Away From Home segment, and increased the Company’s presence in the aseptic category. The purchase price was $4 million. The acquisition was financed through borrowings under the Company’s existing $750 million credit facility. Components of the acquisition include fixed assets and intangible assets such as customer lists, formulas and goodwill. The acquisition is being accounted for under the acquisition method of accounting and the results of operations are included in our financial statements from the date of acquisition. There were no acquisition costs. Due to the size and timing of this acquisition, it did not have a material impact on the Company’s financial statements. As such, the Company has not presented pro forma disclosures. There have been no changes to the purchase price allocation in 2013.

On April 13, 2012, the Company completed its acquisition of substantially all the assets of Naturally Fresh, a privately owned Atlanta, Georgia based manufacturer of refrigerated dressings, sauces, marinades, dips and specialty items sold within each of our segments. The purchase price was approximately $26 million, net of cash. The acquisition was financed through borrowings under the Company’s existing $750 million credit facility. The acquisition expanded the Company’s refrigerated manufacturing and packaging capabilities, broadened its distribution footprint and further developed its presence within the growing category of fresh foods. Naturally Fresh’s Atlanta facility, coupled with the Company’s existing West Coast and Chicago based refrigerated food plants, is expected to allow the Company to more efficiently service customers from coast to coast. The acquisition is being accounted for under the acquisition method of accounting and the results of operations are included in our financial statements from the date of acquisition and are in each of our segments. Pro forma disclosures related to the transaction are not included since they are not considered material. There have been no changes to the purchase price allocation in 2013.

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5. Investments


	June 30, 2013
	(In thousands)
U.S. equity	$	4,284
Non-U.S. equity		1,392
Fixed income		1,875

Total investments	$	7,551

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

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

We consider temporary cash investments with an original maturity of three months or less to be cash equivalents. As of June 30, 2013 and December 31, 2012, $9.0 million and $94.1 million, respectively, represents cash and equivalents held in Canada in local currency, and is convertible into other currencies. The cash and equivalents held in Canada is expected to be used for general corporate purposes in Canada, including capital projects and acquisitions. During June 2013, the Company temporarily transferred $85.0 million from Canada to the U.S., a portion of which was used to pay down the revolving credit facility. In July 2013, the Company transferred the $85.0 million, plus interest, back to Canada.

For the six months ended June 30, 2013, we recognized net unrealized gains totaling $0.4 million that are included in the Interest income line of the Condensed Consolidated Statements of Income. For the three months ended June 30, 2013, we recognized an insignificant amount of net unrealized gains. Additionally, for the three and six months ended June 30, 2013, we recognized realized gains totaling $0.1 million that are included in the Interest income line of the Condensed Consolidated Statements of Income. When securities are sold, their cost is determined based on the first-in, first-out method.

6. Inventories


	June 30,			December 31,
	2013			2012
	(In thousands)
Raw materials and supplies	$	134,299		$	128,186
Finished goods		275,704			238,575
LIFO reserve		(20,556	)		(19,408	)

Total	$	389,447		$	347,353

Approximately $82.7 million and $77.7 million of our inventory was accounted for under the Last-in, First-out (“LIFO”) method of accounting at June 30, 2013 and December 31, 2012, respectively.

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7. Property, Plant and Equipment


	June 30,			December 31,
	2013			2012
	(In thousands)
Land	$	25,739		$	25,517
Buildings and improvements		179,623			177,824
Machinery and equipment		488,706			478,394
Construction in progress		37,238			31,335

Total		731,306			713,070
Less accumulated depreciation		(311,434	)		(287,763	)

Property, plant and equipment, net	$	419,872		$	425,307

Depreciation expense was $20.0 million and $13.6 million for the three months ended June 30, 2013 and 2012, respectively, and $38.4 million and $26.1 million for the six months ended June 30, 2013 and 2012, respectively. Included in depreciation expense for the three and six months ended June 30, 2013 is $7.2 million and $12.7 million of accelerated depreciation, respectively.

8. Goodwill and Intangible Assets

Changes in the carrying amount of goodwill for the six months ended June 30, 2013 are as follows:


	North American			Food Away			Industrial
	Retail Grocery			From Home			and Export		Total
	(In thousands)
Balance at December 31, 2012	$	845,216		$	94,393		$	133,582	$	1,073,191
Currency exchange adjustment		(5,355	)		(768	)		—		(6,123	)

Balance at June 30, 2013	$	839,861		$	93,625		$	133,582	$	1,067,068

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

The gross carrying amount and accumulated amortization of intangible assets other than goodwill as of June 30, 2013 and December 31, 2012 are as follows:


	June 30, 2013							December 31, 2012
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
	(In thousands)							(In thousands)
Intangible assets with indefinite lives:
Trademarks	$	31,363	$	—		$	31,363	$	32,805	$	—		$	32,805
Intangible assets with finite lives:
Customer-related		445,608		(119,359)			326,249		448,825		(107,761	)		341,064
Non-compete agreements		120		(30	)		90		120		(18	)		102
Trademarks		20,810		(6,358	)		14,452		20,810		(5,722	)		15,088
Formulas/recipes		6,945		(5,094	)		1,851		7,017		(4,631	)		2,386
Computer software		46,240		(19,695	)		26,545		43,339		(17,223	)		26,116

Total	$	551,086	$	(150,536	)	$	400,550	$	552,916	$	(135,355	)	$	417,561

Amortization expense on intangible assets for the three months ended June 30, 2013 and 2012 was $8.2 million and $8.6 million, respectively, and $16.7 million and $16.9 million for the six months ended June 30, 2013 and 2012, respectively. Estimated amortization expense on intangible assets for 2013 and the next four years is as follows:


	(In thousands)
2013	$	33,539
2014	$	32,827
2015	$	31,645
2016	$	31,450
2017	$	30,873

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

9. Accounts Payable and Accrued Expenses


	June 30,		December 31,
	2013		2012
	(In thousands)
Accounts payable	$	127,900	$	121,404
Payroll and benefits		32,710		26,661
Interest and taxes		15,215		16,205
Health insurance, workers’ compensation and other insurance costs		7,374		6,879
Marketing expenses		5,607		7,180
Other accrued liabilities		6,604		6,757

Total	$	195,410	$	185,086

10. Income Taxes

Income tax expense was recorded at an effective rate of 33.4% and 32.2% for the three and six months ended June 30, 2013, respectively, compared to 29.0% and 29.8% for the three and six months ended June 30, 2012, respectively. The Company’s effective tax rate is favorably impacted by an intercompany financing structure entered into in conjunction with the E.D. Smith Foods, Ltd. (“E.D. Smith”) acquisition in 2007. The increase in the effective tax rate for the three and six months ended June 30, 2013 as compared to 2012, is attributable to an increase in state tax expense and to the tax impact of a shift in revenues between tax jurisdictions.

During the second quarter of 2012, the IRS initiated an examination of TreeHouse Foods’ 2010 tax year and the Canadian Revenue Agency (“CRA”) initiated an examination of the E.D. Smith 2008, 2009, and 2010 tax years. During the second quarter of 2013, the IRS initiated an examination of TreeHouse Foods’ 2011 tax year. The TreeHouse Foods and E.D. Smith examinations are expected to be completed in 2013 or 2014. The Company has examinations in process with various state taxing authorities, which are expected to be completed in 2013 or 2014.

Management estimates that it is reasonably possible that the total amount of unrecognized tax benefits could decrease by as much as $9.4 million within the next 12 months, primarily as a result of the resolution of audits currently in progress and the lapsing of statutes of limitations.

11. Long-Term Debt


	June 30,			December 31,
	2013			2012
	(In thousands)
Revolving credit facility	$	309,000		$	393,000
High Yield Notes		400,000			400,000
Senior notes		100,000			100,000
Tax increment financing and other debt		5,891			7,044

Total debt outstanding		814,891			900,044
Less current portion		(1,667	)		(1,944	)

Total long-term debt	$	813,224		$	898,100

Revolving Credit Facility — The Company is party to an unsecured revolving credit facility with an aggregate commitment of $750 million, of which $430.2 million was available as of June 30, 2013. The revolving credit facility matures September 23, 2016. In addition, as of June 30, 2013, there were $10.8 million in letters of credit under the revolving credit facility that were issued but undrawn. Our revolving credit facility contains various financial and other restrictive covenants and requires that the Company maintains certain financial ratios, including a leverage and interest coverage ratio. The Company is in compliance with all applicable covenants as of June 30, 2013. The Company’s average interest rate on debt outstanding under its revolving credit facility for the three and six months ended June 30, 2013 was 1.53% and 1.60%, respectively.

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

High Yield Notes — The Company’s 7.75% High Yield Notes in aggregate principal amount of $400 million are due March 1, 2018 (the “High Yield Notes”). The High Yield Notes are guaranteed, jointly and severally, by the Company’s 100 percent owned subsidiary Bay Valley Foods, LLC (“Bay Valley”) and its 100 percent owned subsidiaries EDS Holdings, LLC; Sturm Foods, Inc. (“Sturm Foods”); and S.T. Specialty Foods. In addition, certain other of the Company’s subsidiaries may become guarantors from time to time in accordance with the applicable Indenture and may fully, jointly, severally and unconditionally guarantee the Company’s payment obligations under any series of debt securities offered. The Indenture governing the High Yield Notes provides, among other things, that the High Yield Notes will be senior unsecured obligations of the Company. The Indenture contains various restrictive covenants of which the Company is in compliance as of June 30, 2013.

Senior Notes — The Company has outstanding $100 million in aggregate principal amount of 6.03% senior notes due September 30, 2013, issued in a private placement pursuant to a note purchase agreement (the “Note Purchase Agreement”) among the Company and a group of purchasers. The Note Purchase Agreement contains covenants that limit the ability of the Company and its subsidiaries to, among other things, merge with other entities, change the nature of the business, create liens, incur additional indebtedness or sell assets. The Note Purchase Agreement also requires the Company to maintain certain financial ratios. The Company is in compliance with the applicable covenants as of June 30, 2013. The Company will continue to classify these notes as long term, as the Company has the ability and intent to refinance them on a long-term basis using our revolving credit facility or other long-term financing arrangements.

Tax Increment Financing —The Company owes $1.8 million related to redevelopment bonds pursuant to a Tax Increment Financing Plan and has agreed to make certain payments with respect to the principal amount of the bonds through May 2019.

12. Earnings Per Share

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

The following table summarizes the effect of the share-based compensation awards on the weighted average number of shares outstanding used in calculating diluted earnings per share:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
	(In thousands)				(In thousands)
Weighted average common shares outstanding		36,337		36,057		36,323		36,038
Assumed exercise/vesting of equity awards (1)		1,036		1,075		989		1,075

Weighted average diluted common shares outstanding		37,373		37,132		37,312		37,113

(1)

Incremental shares from stock-based compensation awards (equity awards) are computed by the treasury stock method. Equity awards, excluded from our computation of diluted earnings per share because they were anti-dilutive, were 0.7 million for the three and six months ended June 30, 2013, and 0.6 million for the three and six months ended June 30, 2012, respectively.

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

13. Stock-Based Compensation

Income before income taxes for the three and six month periods ended June 30, 2013 includes share-based compensation expense of $3.7 million and $7.1 million, respectively. Share-based compensation expense for the three and six month periods ended June 30, 2012 was $3.1 million and $5.7 million, respectively. The tax benefit recognized related to the compensation cost of these share-based awards was approximately $1.3 million and $2.6 million for the three and six months ended June 30, 2013, respectively, and $1.0 million and $1.8 million for the three and six month periods ended June 30, 2012, respectively.

The following table summarizes stock option activity during the six months ended June 30, 2013. Stock options are granted under our long-term incentive plan, and generally have a three year vesting schedule, which vest one-third on each of the first three anniversaries of the grant date. Stock options expire ten years from the grant date.


								Weighted
						Weighted		Average
						Average		Remaining		Aggregate
	Employee			Director		Exercise		Contractual		Intrinsic
	Options			Options		Price		Term (yrs)		Value
	(In thousands)									(In thousands)
Outstanding, December 31, 2012		2,468			72	$	33.19		4.4	$	50,809
Granted		277			—	$	65.96
Forfeited		(3	)		—	$	61.41
Exercised		(36	)		—	$	25.80

Outstanding, June 30, 2013		2,706			72	$	36.52		4.5	$	80,738

Vested/expected to vest, at June 30, 2013		2,623			72	$	35.65		4.4	$	80,657

Exercisable, June 30, 2013		2,203			72	$	30.63		3.5	$	79,437

Compensation costs related to unvested options totaled $8.4 million at June 30, 2013 and will be recognized over the remaining vesting period of the grants, which averages 2.4 years. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used to calculate the fair value of stock options issued in 2013 include the following: expected volatility of 30.21%, expected term of six years, risk free rate of 0.995% and no dividends. The average grant date fair value of stock options granted in the six months ended June 30, 2013 was $20.46. Stock options issued during the six months ended June 30, 2013 totaled 277 thousand. The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2013 and 2012 was approximately $1.3 million and $1.7 million, respectively. The tax benefit recognized from stock option exercises was $0.5 million and $0.6 million for the six months ended June 30, 2013 and 2012, respectively.

In addition to stock options, the Company also has outstanding restricted stock units and performance unit awards. These awards are granted under our long-term incentive plan. Employee restricted stock unit awards vest based on the passage of time, and generally vest one-third on each anniversary of the grant date. Director restricted stock units generally vest on the first anniversary of the grant date. Certain directors have deferred receipt of their awards until their departure from the Board of Directors, or a specified date. The following table summarizes the restricted stock unit activity during the six months ended June 30, 2013.


				Weighted					Weighted
	Employee			Average		Director			Average
	Restricted			Grant Date		Restricted			Grant Date
	Stock Units			Fair Value		Stock Units			Fair Value
	(In thousands)					(In thousands)
Outstanding, at December 31, 2012		353		$	53.62		78		$	39.88
Granted		118		$	65.91		19		$	65.97
Vested		(142	)	$	52.72		(2	)	$	61.41
Forfeited		(14	)	$	57.77		-		$	-

Outstanding, at June 30, 2013		315		$	58.45		95		$	44.27

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Future compensation costs related to restricted stock units is approximately $14.7 million as of June 30, 2013, and will be recognized on a weighted average basis, over the next 2.2 years. The grant date fair value of the awards granted in 2013 is equal to the Company’s closing stock price on the grant date. Vested awards during the six months ended June 30, 2013 and 2012 had a fair value on the vest date of $9.3 million and $8.5 million, respectively.

Performance unit awards are granted to certain members of management. These awards contain service and performance conditions. For each of the three performance periods, one third of the units will accrue, multiplied by a predefined percentage between 0% and 200%, depending on the achievement of certain operating performance measures. Additionally, for the cumulative performance period, a number of units will accrue, equal to the number of units granted, multiplied by a predefined percentage between 0% and 200%, depending on the achievement of certain operating performance measures, less any units previously accrued. Accrued units will be converted to stock or cash, at the discretion of the Compensation Committee, generally, on the third anniversary of the grant date. The Company intends to settle these awards in stock and has the shares available to do so. On March 2, 2013, based on achievement of operating performance measures, 1,225 performance units were converted into 2,450 shares of stock, a two to one conversion ratio. On June 28, 2013, based on achievement of operating performance measures, 32,371 performance units were converted into 28,308 shares of stock, an average conversion ratio of 0.87 shares for each performance unit. The following table summarizes the performance unit activity during the six months ended June 30, 2013:


				Weighted
				Average
	Performance			Grant Date
	Units			Fair Value
	(In thousands)
Unvested, at December 31, 2012		165		$	56.57
Granted		89		$	65.65
Vested		(29	)	$	46.31
Forfeited		(4	)	$	46.46

Unvested, at June 30, 2013		221		$	61.91

Future compensation cost related to the performance units is estimated to be approximately $12.3 million as of June 30, 2013, and is expected to be recognized over the next 2.7 years. The grant fair value of the awards is equal to the Company’s closing stock price on the date of grant.

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

14. Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss consists of the following components, all of which are net of tax, except for the foreign currency translation adjustment:


				Unrecognized						Accumulated
	Foreign			Pension and			Derivative			Other
	Currency			Postretirement			Financial			Comprehensive
	Translation (1)			Benefits (2)			Instrument (3)			Loss
	(In thousands)
Balance at December 31, 2012	$	(2,007	)	$	(14,525	)	$	(108	)	$	(16,640	)
Other comprehensive loss		(19,467	)		—			—			(19,467	)
Reclassifications from accumulated other comprehensive loss		—			759			81			840

Other comprehensive (loss) income		(19,467	)		759			81			(18,627	)

Balance at June 30, 2013	$	(21,474	)	$	(13,766	)	$	(27	)	$	(35,267	)


Balance at December 31, 2011	$	(10,268	)	$	(11,825	)	$	(269	)	$	(22,362	)
Other comprehensive loss		(1,784	)		—			—			(1,784	)
Reclassifications from accumulated other comprehensive loss		—			561			81			642

Other comprehensive (loss) income		(1,784	)		561			81			(1,142	)

Balance at June 30, 2012	$	(12,052	)	$	(11,264	)	$	(188	)	$	(23,504	)

(1)

The foreign currency translation adjustment is not net of tax, as it pertains to the Company’s permanent investment in its Canadian subsidiary, E.D. Smith.

(2)

The unrecognized pension and post-retirement benefits reclassification is presented net of tax of $435 and $353 for the six months ended June 30, 2013 and 2012, respectively.

(3)

The derivative financial instrument reclassification is presented net of tax of $51 for the six months ended June 30, 2013 and 2012.

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Condensed Consolidated Statements of Income lines impacted by reclassifications out of Accumulated Other Comprehensive Loss are outlined below:


									Affected line in
	Reclassifications from Accumulated								The Condensed Consolidated
	Other Comprehensive Loss								Statements of Income
	Three months ended June 30,				Six months ended June 30,
	2013		2012		2013		2012
	(In thousands)				(In thousands)
Derivative financial instrument	$	66	$	66	$	132	$	132	Interest expense
Income taxes		25		25		51		51	Income taxes

Net of tax	$	41	$	41	$	81	$	81


Amortization of defined benefit pension items:
Prior service costs	$	96	$	133	$	193	$	268	(a)
Unrecognized net loss		470		326		940		646	(a)
Other		—		—		61		—

Total before tax		566		459		1,194		914
Income taxes		217		177		435		353	Income taxes

Net of tax	$	349	$	282	$	759	$	561

(a)

These accumulated other comprehensive income components are included in the computation of net periodic pension cost. See Note 15 for additional details.

15. Employee Retirement and Postretirement Benefits

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

Components of net periodic pension expense are as follows:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
	(In thousands)
Service cost	$	647		$	633		$	1,295		$	1,266
Interest cost		628			591			1,255			1,182
Expected return on plan assets		(643	)		(581	)		(1,285	)		(1,162	)
Amortization of prior service costs		114			151			228			302
Amortization of unrecognized net loss		459			309			917			618

Net periodic pension cost	$	1,205		$	1,103		$	2,410		$	2,206

The Company contributed $4.9 million to the pension plans in the first six months of 2013. The Company does not expect to make additional contributions to the plans in 2013.

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Components of net periodic postretirement expense are as follows:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
	(In thousands)
Service cost	$	5		$	8		$	10		$	16
Interest cost		37			39			72			78
Amortization of prior service costs		(18	)		(18	)		(35	)		(36	)
Amortization of unrecognized net loss		11			14			23			28

Net periodic postretirement cost	$	35		$	43		$	70		$	86

The Company expects to contribute approximately $0.2 million to the postretirement health plans during 2013.

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

16. Other Operating (Income) Expense, Net

The Company incurred other operating (income) expense for the three and six months ended June 30, 2013 and 2012, which consisted of the following:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013		2012
	(In thousands)						(In thousands)
Restructuring	$	(136	)	$	(8	)	$	1,282	$	419
Other expense		—			(41	)		—		(8	)

Total other operating (income) expense, net	$	(136	)	$	(49	)	$	1,282	$	411

17. Supplemental Cash Flow Information


	Six Months Ended
	June 30,
	2013		2012
	(In thousands)
Interest paid	$	23,136	$	24,166
Income taxes paid	$	26,206	$	17,482
Accrued purchase of property and equipment	$	4,795	$	3,187
Accrued other intangible assets	$	584	$	1,333
Accrued purchase price	$	—	$	956

Non-cash financing activities for the six months ended June 30, 2013 and 2012 include the settlement of 150,777 shares and 224,259 shares, respectively, of restricted stock, restricted stock units and performance units, where shares were withheld to satisfy the minimum statuary tax withholding requirements.

18. Commitments and Contingencies

Litigation, Investigations and Audits — The Company is party in the ordinary course of business to certain claims, litigation, audits and investigations. The Company believes that it has established adequate reserves to satisfy any liability that may be incurred in connection with any such currently pending or threatened matters, none of which are significant. The settlement of any such currently pending or threatened matters is not expected to have a material impact on our financial position, annual results of operations or cash flows.

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

19. Derivative Instruments

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

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

Due to the Company’s operations in Canada, we are exposed to foreign currency risks. The Company enters into foreign currency contracts to manage the risk associated with foreign currency cash flows. The Company’s objective in using foreign currency contracts is to establish a fixed foreign currency exchange rate for the net cash flow requirements for purchases that are denominated in U.S. dollars. These contracts do not qualify for hedge accounting and changes in their fair value are recorded in the Condensed Consolidated Statements of Income, with their fair value recorded on the Condensed Consolidated Balance Sheets. As of June 30, 2013 and 2012, the Company did not have any foreign currency contracts outstanding.

Certain commodities we use in the production and distribution of our products are exposed to market price risk. The Company utilizes a combination of derivative contracts, purchase orders and various short and long-term supply arrangements to manage commodity price risk. The majority of commodity forward contracts are not derivatives, and those that are, generally qualify for the normal purchase exception under the guidance for derivative instruments and hedging activities, and therefore are not subject to its provisions.

The Company’s derivative commodity contracts may include contracts for diesel, oil, plastics, natural gas, electricity, and other commodity contracts that do not meet the requirements for the normal purchase exception.

The Company’s diesel contracts are used to manage the Company’s risk associated with the underlying cost of diesel fuel used to deliver products. The contracts for oil and plastics are used to manage the Company’s risk associated with the underlying commodity cost of a significant component used in packaging materials. Contracts for natural gas and electricity are used to manage the Company’s risk associated with the utility costs of its manufacturing facilities, and commodity contracts that are derivatives, that do not meet the normal purchase exception are used to manage the price risk associated with raw material costs. As of June 30, 2013, the Company had outstanding contracts for the purchase of 20,079 megawatts of electricity, expiring throughout 2013 and outstanding contracts for the purchase of 903,356 dekatherms of natural gas, expiring throughout 2013. As of June 30, 2013, there were 3.0 million gallons of outstanding diesel fuel contracts that expire in the second half of 2013.

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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


		Fair Value
	Balance Sheet Location	June 30, 2013		December 31, 2012
		(In thousands)
Liability Derivative:
Commodity contracts	Accounts payable and accrued expenses	$	430	$	929

		$	430	$	929

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


		Three Months Ended						Six Months Ended
	Location of (Loss) Gain	June 30,						June 30,
	Recognized in Income	2013			2012			2013			2012
		(In thousands)						(In thousands)
Mark to market unrealized (loss) gain:
Commodity contracts	Other expense (income), net	$	(274	)	$	(2,098	)	$	499		$	(1,581	)

Total unrealized (loss) gain			(274	)		(2,098	)		499			(1,581	)
Realized (loss) gain
Commodity contracts	Cost of sales		—			(187	)		—			28
Commodity contracts	Selling and distribution		(163	)		15			(129	)		73

Total realized (loss) gain			(163	)		(172	)		(129	)		101

Total (loss) gain		$	(437	)	$	(2,270	)	$	370		$	(1,480	)

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

20. Fair Value

The following table presents the carrying value and fair value of our financial instruments as of June 30, 2013 and December 31, 2012:


	June 30, 2013						December 31, 2012
	Carrying			Fair			Carrying			Fair
	Value			Value			Value			Value			Level
	(In thousands)						(In thousands)
Not recorded at fair value (liability):
Revolving credit facility	$	(309,000	)	$	(307,151	)	$	(393,000	)	$	(393,353	)		2
Senior notes	$	(100,000	)	$	(101,099	)	$	(100,000	)	$	(102,341	)		2
High Yield Notes	$	(400,000	)	$	(435,520	)	$	(400,000	)	$	(433,500	)		2

Recorded on a recurring basis at fair value (liability) asset:
Commodity contracts	$	(430	)	$	(430	)	$	(929	)	$	(929	)		2
Investments	$	7,551		$	7,551		$	—		$	—			1

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

The fair value of the revolving credit facility, senior notes, High Yield Notes and commodity contracts are determined using Level 2 inputs. Level 2 inputs are inputs other than quoted market prices that are observable for an asset or liability, either directly or indirectly. The fair value of the revolving credit facility and senior notes were estimated using present value techniques and market based interest rates and credit spreads. The fair value of the Company’s High Yield Notes was estimated based on quoted market prices for similar instruments, where the inputs are considered Level 2, due to their infrequent trading volume.

The fair value of the commodity contracts are based on an analysis comparing the contract rates to the forward curve rates throughout the term of the contracts. The commodity contracts are recorded at fair value on the Condensed Consolidated Balance Sheets.

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

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

21. Segment and Geographic Information and Major Customers

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

The Company evaluates the performance of its segments based on net sales dollars and direct operating income (gross profit less freight out, sales commissions and direct selling and marketing expenses). The amounts in the following tables are obtained from reports used by senior management and do not include income taxes. Other expenses not allocated include unallocated selling and distribution expenses, unallocated costs of sales and unallocated corporate expenses. The accounting policies of the Company’s segments are the same as those described in the summary of significant accounting policies set forth in Note 1 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2012.

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
	(In thousands)						(In thousands)
Net sales to external customers:
North American Retail Grocery	$	375,744		$	371,500		$	761,825		$	750,541
Food Away From Home		85,675			87,885			167,488			163,234
Industrial and Export		64,927			68,036			137,143			137,457

Total	$	526,346		$	527,421		$	1,066,456		$	1,051,232

Direct operating income:
North American Retail Grocery	$	61,140		$	54,899		$	126,449		$	116,504
Food Away From Home		11,958			10,479			22,858			20,276
Industrial and Export		13,509			8,302			25,914			19,300

Total		86,607			73,680			175,221			156,080
Unallocated selling and distribution expenses		(1,323	)		(947	)		(2,739	)		(2,709	)
Unallocated costs of sales (1)		(7,110	)		—			(12,538	)		—
Unallocated corporate expense		(37,197	)		(31,279	)		(74,587	)		(66,606	)

Operating income		40,977			41,454			85,357			86,765
Other expense		(13,094	)		(13,958	)		(24,120	)		(27,565	)

Income before income taxes	$	27,883		$	27,496		$	61,237		$	59,200

(1)

Primarily related to accelerated depreciation and other charges related to restructurings.

Geographic Information — The Company had revenues to customers outside of the United States of approximately 13.4% and 13.3% of total consolidated net sales in the six months ended June 30, 2013 and 2012, respectively, with 12.1% and 12.1% going to Canada, respectively.

Major Customers — Wal-Mart Stores, Inc. and affiliates accounted for approximately 19.5% and 20.0% of consolidated net sales in the six months ended June 30, 2013 and 2012, respectively. No other customer accounted for more than 10% of our consolidated net sales.

Product Information — The following table presents the Company’s net sales by major products for the three and six months ended June 30, 2013 and 2012.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
	(In thousands)				(In thousands)
Products
Non-dairy creamer	$	79,963	$	83,738	$	171,137	$	172,897
Pickles		85,466		88,624		156,376		159,500
Salad Dressings		81,503		77,529		154,282		140,646
Powdered drinks		71,419		52,340		140,114		105,673
Mexican and other sauces		63,234		63,428		121,405		115,069
Soup and Infant Feeding		36,926		52,684		92,004		124,623
Hot cereals		33,981		33,801		81,770		76,969
Dry dinners		28,586		28,189		57,780		61,364
Aseptic products		23,753		24,519		47,682		48,686
Jams		14,266		15,007		29,121		31,544
Other Products		7,249		7,562		14,785		14,261

Total net sales	$	526,346	$	527,421	$	1,066,456	$	1,051,232

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

22. Guarantor and Non-Guarantor Financial Information

The Company’s High Yield Notes are guaranteed by its 100 percent owned subsidiary Bay Valley and its 100 percent owned subsidiaries EDS Holdings, LLC, Sturm Foods and S.T. Specialty Foods. There are no significant restrictions on the ability of the parent company or any guarantor to obtain funds from its subsidiaries by dividend or loan. The following condensed supplemental consolidating financial information presents the results of operations, financial position and cash flows of the parent company, its guarantor subsidiaries, its non-guarantor subsidiaries and the eliminations necessary to arrive at the information for the Company on a consolidated basis as of June 30, 2013 and 2012, and for the three and six months ended June 30, 2013, and 2012. The equity method has been used with respect to investments in subsidiaries. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.

Condensed Supplemental Consolidating Balance Sheet

June 30, 2013

(In thousands)


	Parent		Guarantor			Non- Guarantor
	Company		Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	18,809	$	542		$	8,994		$	—		$	28,345
Investments		—		—			7,551			—			7,551
Receivables, net		132		96,783			18,689			—			115,604
Inventories, net		—		340,259			49,188			—			389,447
Deferred income taxes		—		8,115			130			—			8,245
Prepaid expenses and other current assets		26,782		11,564			2,026			(20,328	)		20,044

Total current assets		45,723		457,263			86,578			(20,328	)		569,236
Property, plant and equipment, net		14,088		373,157			32,627			—			419,872
Goodwill		—		959,440			107,628			—			1,067,068
Investment in subsidiaries		1,785,869		201,249			—			(1,987,118	)		—
Intercompany accounts receivable (payable) net		143,225		(78,377	)		(64,848	)		—			—
Deferred income taxes		14,061		—			—			(14,061	)		—
Identifiable intangible and other assets, net		47,459		304,136			68,712			—			420,307

Total assets	$	2,050,425	$	2,216,868		$	230,697		$	(2,021,507	)	$	2,476,483


Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	18,557	$	181,858		$	15,323		$	(20,328	)	$	195,410
Current portion of long-term debt		—		1,664			3			—			1,667

Total current liabilities		18,557		183,522			15,326			(20,328	)		197,077
Long-term debt		809,000		4,204			20			—			813,224
Deferred income taxes		2,181		211,826			14,102			(14,061	)		214,048
Other long-term liabilities		13,044		31,447			—			—			44,491
Stockholders’ equity		1,207,643		1,785,869			201,249			(1,987,118	)		1,207,643

Total liabilities and stockholders’ equity	$	2,050,425	$	2,216,868		$	230,697		$	(2,021,507	)	$	2,476,483

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Supplemental Consolidating Balance Sheet

December 31, 2012

(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	269		$	94,138		$	—		$	94,407
Accounts receivable, net		113			104,622			19,913			—			124,648
Inventories, net		—			301,286			46,067			—			347,353
Deferred income taxes		—			7,860			138			—			7,998
Prepaid expenses and other current assets		1,276			11,857			872			—			14,005

Total current assets		1,389			425,894			161,128			—			588,411
Property, plant and equipment, net		14,427			374,215			36,665			—			425,307
Goodwill		—			959,440			113,751			—			1,073,191
Investment in subsidiaries		1,740,451			209,833			—			(1,950,284	)		—
Intercompany accounts receivable (payable), net		267,016			(118,778	)		(148,238	)		—			—
Deferred income taxes		13,275			—			—			(13,275	)		—
Identifiable intangible and other assets, net		48,797			315,258			74,909			—			438,964

Total assets	$	2,085,355		$	2,165,862		$	238,215		$	(1,963,559	)	$	2,525,873


Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	(3,579	)	$	175,139		$	13,526		$	—		$	185,086
Current portion of long-term debt		—			1,938			6			—			1,944

Total current liabilities		(3,579	)		177,077			13,532			—			187,030
Long-term debt		893,000			5,079			21			—			898,100
Deferred income taxes		2,413			208,494			14,829			(13,275	)		212,461
Other long-term liabilities		14,266			34,761			—			—			49,027
Shareholders’ equity		1,179,255			1,740,451			209,833			(1,950,284	)		1,179,255

Total liabilities and shareholders’ equity	$	2,085,355		$	2,165,862		$	238,215		$	(1,963,559	)	$	2,525,873

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Supplemental Consolidating Statement of Income

Three Months Ended June 30, 2013

(In thousands)


	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	471,138		$	76,086		$	(20,878	)	$	526,346
Cost of sales		—			374,912			62,744			(20,878	)		416,778

Gross profit		—			96,226			13,342			—			109,568
Selling, general and administrative expense		10,216			43,963			6,321			—			60,500
Amortization		1,321			5,756			1,150			—			8,227
Other operating income, net		—			(517	)		381			—			(136	)

Operating (loss) income		(11,537	)		47,024			5,490			—			40,977
Interest expense		12,085			154			3,521			(3,530	)		12,230
Interest income		—			(3,530	)		(322	)		3,530			(322	)
Other income, net		(2	)		543			645			—			1,186

(Loss) income before income taxes		(23,620	)		49,857			1,646			—			27,883
Income taxes (benefit)		(15,812	)		24,611			519			—			9,318
Equity in net income of subsidiaries		26,373			1,127			—			(27,500	)		—

Net income	$	18,565		$	26,373		$	1,127		$	(27,500	)	$	18,565

Condensed Supplemental Consolidating Statement of Income

Three Months Ended June 30, 2012

(In thousands)


	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	463,960		$	74,659		$	(11,198	)	$	527,421
Cost of sales		—			373,332			58,696			(11,198	)		420,830

Gross profit		—			90,628			15,963			—			106,591
Selling, general and administrative expense		10,664			39,862			6,036			—			56,562
Amortization		1,190			6,201			1,233			—			8,624
Other operating expense, net		—			(49	)		—			—			(49	)

Operating (loss) income		(11,854	)		44,614			8,694			—			41,454
Interest expense		12,391			60			3,556			(3,555	)		12,452
Interest income		—			(3,555	)		(14	)		3,555			(14	)
Other (income) expense, net		—			2,346			(826	)		—			1,520

(Loss) income before income taxes		(24,245	)		45,763			5,978			—			27,496
Income taxes (benefit)		(9,225	)		15,629			1,581			—			7,985
Equity in net income of subsidiaries		34,531			4,397			—			(38,928	)		—

Net income	$	19,511		$	34,531		$	4,397		$	(38,928	)	$	19,511

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Supplemental Consolidating Statement of Income

Six Months Ended June 30, 2013

(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	957,072		$	147,433		$	(38,049	)	$	1,066,456
Cost of sales		—			759,288			121,477			(38,049	)		842,716

Gross profit		—			197,784			25,956			—			223,740
Selling, general and administrative expense		24,617			83,151			12,607			—			120,375
Amortization		2,599			11,808			2,319			—			16,726
Other operating expense, net		—			419			863			—			1,282

Operating (loss) income		(27,216	)		102,406			10,167			—			85,357
Interest expense		24,579			438			7,045			(7,054	)		25,008
Interest income		—			(7,054	)		(1,000	)		7,054			(1,000	)
Other (income) expense, net		(2	)		(146	)		260			—			112

(Loss) income before income taxes		(51,793	)		109,168			3,862			—			61,237
Income taxes (benefit)		(29,204	)		47,808			1,094			—			19,698
Equity in net income of subsidiaries		64,128			2,768			—			(66,896	)		—

Net income	$	41,539		$	64,128		$	2,768		$	(66,896	)	$	41,539

Condensed Supplemental Consolidating Statement of Income

Six Months Ended June 30, 2012

(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	927,591		$	146,587		$	(22,946	)	$	1,051,232
Cost of sales		—			738,184			114,471			(22,946	)		829,709

Gross profit		—			189,407			32,116			—			221,523
Selling, general and administrative expense		24,643			80,286			12,531			—			117,460
Amortization		2,226			12,187			2,474			—			16,887
Other operating expense, net		—			411			—			—			411

Operating (loss) income		(26,869	)		96,523			17,111			—			86,765
Interest expense		25,326			332			7,132			(7,126	)		25,664
Interest income		—			(7,126	)		(14	)		7,126			(14	)
Other (income) expense, net		—			1,535			380			—			1,915

(Loss) income before income taxes		(52,195	)		101,782			9,613			—			59,200
Income taxes (benefit)		(19,861	)		34,955			2,521			—			17,615
Equity in net income of subsidiaries		73,919			7,092			—			(81,011	)		—

Net income	$	41,585		$	73,919		$	7,092		$	(81,011	)	$	41,585

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Supplemental Consolidating Statement of Comprehensive Income

Three Months Ended June 30, 2013

(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net income	$	18,565		$	26,373		$	1,127		$	(27,500	)	$	18,565

Other comprehensive income:
Foreign currency translation adjustments		—			(4,828	)		(6,781	)		—			(11,609	)
Pension and post-retirement reclassification adjustment, net of tax		—			349			—			—			349
Derivatives reclassification adjustment, net of tax		41			—			—			—			41

Other comprehensive income		41			(4,479	)		(6,781	)		—			(11,219	)
Equity in other comprehensive income of subsidiaries		(11,260	)		(6,781	)		—			18,041			—

Comprehensive income	$	7,346		$	15,113		$	(5,654	)	$	(9,459	)	$	7,346

Condensed Supplemental Consolidating Statement of Comprehensive Income

Three Months Ended June 30, 2012

(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net income	$	19,511		$	34,531		$	4,397		$	(38,928	)	$	19,511

Other comprehensive income (loss):
Foreign currency translation adjustments		—			(4,081	)		(5,190	)		—			(9,271	)
Pension and post-retirement reclassification adjustment, net of tax		—			282			—			—			282
Derivative reclassification adjustment, net of tax		41			—			—			—			41

Other comprehensive income (loss)		41			(3,799	)		(5,190	)		—			(8,948	)
Equity in other comprehensive income of subsidiaries		(8,989	)		(5,190	)		—			14,179			—

Comprehensive income	$	10,563		$	25,542		$	(793	)	$	(24,749	)	$	10,563

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Supplemental Consolidating Statement of Comprehensive Income

Six Months Ended June 30, 2013

(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net income	$	41,539		$	64,128		$	2,768		$	(66,896	)	$	41,539

Other comprehensive income (loss):
Foreign currency translation adjustments		—			(8,115	)		(11,352	)		—			(19,467	)
Pension and post-retirement reclassification adjustment, net of tax		—			759			—			—			759
Derivative reclassification adjustment, net of tax		81			—			—			—			81

Other comprehensive income (loss)		81			(7,356	)		(11,352	)		—			(18,627	)
Equity in other comprehensive income of subsidiaries		(18,708	)		(11,352	)		—			30,060			—

Comprehensive income	$	22,912		$	45,420		$	(8,584	)	$	(36,836	)	$	22,912

Condensed Supplemental Consolidating Statement of Comprehensive Income

Six Months Ended June 30, 2012

(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net income	$	41,585		$	73,919		$	7,092		$	(81,011	)	$	41,585

Other comprehensive income (loss):
Foreign currency translation adjustments		—			(735	)		(1,049	)		—			(1,784	)
Pension and post-retirement reclassification adjustment, net of tax		—			561			—			—			561
Derivative reclassification adjustment, net of tax		81			—			—			—			81

Other comprehensive income (loss)		81			(174	)		(1,049	)		—			(1,142	)
Equity in other comprehensive income of subsidiaries		(1,223	)		(1,049	)		—			2,272			—

Comprehensive income	$	40,443		$	72,696		$	6,043		$	(78,739	)	$	40,443

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Supplemental Consolidating Statement of Cash Flows

Six Months Ended June 30, 2013

(In thousands)


	Parent			Guarantor			Non- Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	(15,554	)	$	153,551		$	(67,955	)	$	—	$	70,042
Cash flows from investing activities:
Purchase of investments		—			—			(7,585	)		—		(7,585	)
Additions to property, plant and equipment		(156	)		(31,175	)		(4,310	)		—		(35,641	)
Additions to other intangible assets		(2,407	)		(848	)		—			—		(3,255	)
Proceeds from sale of fixed assets		—			915			157			—		1,072

Net cash used in investing activities		(2,563	)		(31,108	)		(11,738	)		—		(45,409	)
Cash flows from financing activities:
Borrowings under revolving credit facility		111,800			—			—			—		111,800
Payments under revolving credit facility		(195,800	)		—			—			—		(195,800	)
Payments on capitalized lease obligations		—			(1,149	)		—			—		(1,149	)
Intercompany transfer		121,021			(121,021	)		—			—		—
Net payments related to stock-based award activities		(1,192	)		—			—			—		(1,192	)
Excess tax benefits from stock-based compensation		1,097			—			—			—		1,097

Net cash provided by financing activities		36,926			(122,170	)		—			—		(85,244	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(5,451	)		—		(5,451	)

Net increase in cash and cash equivalents		18,809			273			(85,144	)		—		(66,062	)
Cash and cash equivalents, beginning of period		—			269			94,138			—		94,407

Cash and cash equivalents, end of period	$	18,809		$	542		$	8,994		$	—	$	28,345

TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Supplemental Consolidating Statement of Cash Flows

Six Months Ended June 30, 2012

(In thousands)


	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	(22,807	)	$	41,104		$	76,321		$	—	$	94,618
Cash flows from investing activities:
Additions to property, plant and equipment		607			(25,526	)		(5,100	)		—		(30,019	)
Additions to other intangible assets		(4,302	)		—			—			—		(4,302	)
Acquisition of business, net of cash acquired		—			(25,000	)		—			—		(25,000	)
Proceeds from sale of fixed assets		—			46			—			—		46

Net cash used in investing activities		(3,695	)		(50,480	)		(5,100	)		—		(59,275	)
Cash flows from financing activities:
Borrowings under revolving credit facility		198,900			—			—			—		198,900
Payments under revolving credit facility		(160,400	)		—			—			—		(160,400	)
Payments on capitalized lease obligations		—			(1,033	)		—			—		(1,033	)
Intercompany transfer		(10,560	)		10,560			—			—		—
Excess tax benefits from stock-based compensation		2,440			—			—			—		2,440
Net payments related to stock-based award activities		(3,878	)		—			—			—		(3,878	)

Net cash provided by financing activities		26,502			9,527			—			—		36,029
Effect of exchange rate changes on cash and cash equivalents		—			—			(407	)		—		(407	)

Net increase in cash and cash equivalents		—			151			70,814			—		70,965
Cash and cash equivalents, beginning of period		—			6			3,273			—		3,279

Cash and cash equivalents, end of period	$	—		$	157		$	74,087		$	—	$	74,244

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

Business Overview

TreeHouse is a food manufacturer servicing primarily the retail grocery and foodservice distribution channels. Our products include non-dairy powdered creamers, private label canned soups, refrigerated and shelf stable salad dressings and sauces, powdered drink mixes, single serve hot beverages, hot cereals, macaroni and cheese, skillet dinners, Mexican sauces, jams and pie fillings, pickles and related products, aseptic sauces, and liquid non-dairy creamer. We believe we are the largest manufacturer of pickles and non-dairy powdered creamer in the United States, and the largest manufacturer of private label salad dressings, powdered drink mixes, and instant hot cereals in the United States and Canada, based on sales volume.

The following discussion and analysis presents the factors that had a material effect on our results of operations for the three and six months ended June 30, 2013 and 2012. Also discussed is our financial position as of the end of those periods. This discussion should be read in conjunction with the Condensed Consolidated Financial Statements and the Notes to those Condensed Consolidated Financial Statements included elsewhere in this report. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

We discuss the following segments in this Management’s Discussion and Analysis of Financial Condition and Results of Operations: North American Retail Grocery, Food Away From Home, and Industrial and Export. The key performance indicators of our segments are net sales dollars and direct operating income, which is gross profit less the cost of transporting products to customer locations (referred to in the tables below as “freight out”), commissions paid to independent sales brokers, and direct selling and marketing expenses. The segment results are presented on a consistent basis with the manner in which the Company reports its results to the chief operating decision maker, and does not include an allocation of taxes and other corporate expenses, including those associated with restructurings. See Note 21 of the Condensed Consolidated Financial Statements for additional information on the presentation of our reportable segments.

Our current operations consist of the following:

Our North American Retail Grocery segment sells branded and private label products to customers within the United States and Canada. These products include non-dairy powdered creamers; condensed and ready to serve soups, broths and gravies; refrigerated and shelf stable salad dressings and sauces; pickles and related products; Mexican sauces; jams and pie fillings; aseptic products; liquid non-dairy creamer; powdered drinks and single serve hot beverages; hot cereals; macaroni and cheese and skillet dinners.

Our Food Away From Home segment sells non-dairy powdered creamers; pickles and related products; Mexican sauces; refrigerated dressings; aseptic products; hot cereals; powdered drinks and single serve hot beverages to foodservice customers, including restaurant chains and food distribution companies, within the United States and Canada.

Our Industrial and Export segment includes the Company’s co-pack business and non-dairy powdered creamer sales to industrial customers for use in industrial applications, including products for repackaging in portion control packages and for use as ingredients by other food manufacturers. The most common products sold in this segment include pickles and related products; Mexican sauces; infant feeding products; refrigerated dressings and single serve hot beverages. Export sales are primarily to industrial customers outside of North America.

The industry environment the Company operates in continues to be one that is challenged by the overall state of the economy, increased competition, and inconsistent volumes. These dynamics have manifested themselves in the operating results of TreeHouse and our peers, where the overall industry is experiencing continued volatility in sales and volumes.

Despite the challenging operating environment, the Company achieved a 1.4% increase in net sales for the six months ended June 30, 2013 as compared to the same period last year, due to additional sales from acquisitions and price increases. This increase was partially offset by a decrease in volume/mix driven primarily by the loss of certain soup business for a particular customer that will be reflected in the Company’s results throughout the remainder of the year. For the three months ended June 30, 2013, the Company experienced a 0.2% decrease in net sales compared to the same period last year, due to decreased volume/mix, partially offset by additional sales from acquisitions and price increases. As previously stated, the decrease in volume/mix was primarily related to the loss of certain soup business for a particular customer. The loss of the soup business negatively impacted our net sales attributed to volume/mix by approximately 2.1% and 2.3% for the three and six months ended June 30, 2013, respectively. If not for the negative impact of the partial loss of soup business for a particular customer, the Company’s consolidated change in net sales due to volume/mix would have been positive.

Consistent with 2012, the Company continues to see sales and volumes shift to alternate retail channels, such as limited assortment and discount stores; however, the pace of the shift has slowed in the current year. The Company expects this trend to continue throughout 2013. In response to this continued shift, the Company has focused on lowering our “cost to serve” and aligned our offerings with shifting customer demands.

Total direct operating income, the measure of our segment profitability, improved to 16.5% and 16.4% of net sales for the three and six months ended June 30, 2013, respectively, representing a 250 and 160 basis point improvement for the respective periods as compared to the same periods last year. The increase in profitability is due to sales mix, pricing, cost containment, and reduced freight rates. The Company continues to experience volatility in energy and commodity prices, and expects that the volatility will continue with an overall upward trend.

Recent Developments

On August 8, 2013, the Company announced it had entered into a definitive agreement to acquire all of the outstanding equity interests of Associated Brands Management Holdings Inc., Associated Brands Holdings Limited Partnership, Associated Brands GP Corporation and 6726607 Canada Ltd., (collectively, “Associated Brands”), a privately owned Canadian company and a leading private label manufacturer of powdered drinks, specialty teas and sweeteners, from TorQuest Partners LLC and other shareholders. The Company has agreed to pay CAD $187 million in cash for the business, subject to an adjustment for working capital. The acquisition of Associated Brands is expected to strengthen the Company’s retail presence in private label dry grocery and will introduce a line of specialty tea products to complement its fast growing single serve coffee business. Associated Brands has approximately $200 million in annual revenue. The transaction is expected to close in the third quarter of 2013, subject to the satisfaction of customary closing conditions, and will be financed through borrowings under the Company’s existing $750 million credit facility.

On June 24, 2013, the Company announced it had entered into a definitive agreement to acquire all of the outstanding shares of Cains Foods, L.P. (“Cains”), a privately owned Ayer, Massachusetts based manufacturer of shelf stable mayonnaise, dressings and sauces, with approximately $80 million in annual revenue. The Cains’ product portfolio offers retail and foodservice customers a wide array of packaging sizes, sold under both private label and branded products. The Company agreed to pay $35 million in cash for the business, subject to an adjustment for working capital and taxes. The acquisition is expected to expand the Company’s footprint in the Northeast United States, enhance its foodservice presence, and enrich its packaging capabilities. The transaction closed on July 1, 2013 and was financed through borrowings under the Company’s existing $750 million credit facility.

The Company continues to monitor the soup restructuring and Seaforth closure. Total expected costs of the soup restructuring increased from $20.5 million as of March 31, 2013 to $26.7 million as of June 30, 2013, as estimates were refined and modifications to the plan were made to include the Company’s conversion from Company owned and maintained wells to city water. Total expected costs of the Seaforth closure decreased to $12.3 million as of June 30, 2013 from $13.4 million as of March 31, 2013, as estimates were refined. While there were no significant changes in the plan, the expected closure date of the Seaforth facility has been extended to the fourth quarter of this year.

Results of Operations

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


	Three Months Ended June 30,												Six Months Ended June 30,
	2013						2012						2013						2012
	Dollars			Percent			Dollars			Percent			Dollars			Percent			Dollars			Percent
	(Dollars in thousands)												(Dollars in thousands)
Net sales	$	526,346			100.0	%	$	527,421			100.0	%	$	1,066,456			100.0	%	$	1,051,232			100.0	%
Cost of sales		416,778			79.2			420,830			79.8			842,716			79.0			829,709			78.9

Gross profit		109,568			20.8			106,591			20.2			223,740			21.0			221,523			21.1
Operating expenses:
Selling and distribution		31,394			6.0			33,858			6.4			63,796			6.0			68,152			6.5
General and administrative		29,106			5.5			22,704			4.3			56,579			5.3			49,308			4.7
Other operating (income) expense, net		(136	)		—			(49	)		—			1,282			0.1			411			—
Amortization expense		8,227			1.5			8,624			1.6			16,726			1.6			16,887			1.6

Total operating expenses		68,591			13.0			65,137			12.3			138,383			13.0			134,758			12.8

Operating income		40,977			7.8			41,454			7.9			85,357			8.0			86,765			8.3
Other expenses (income):
Interest expense		12,230			2.3			12,452			2.4			25,008			2.4			25,664			2.5
Interest income		(322	)		(0.1	)		(14	)		—			(1,000	)		(0.1	)		(14	)		—
Loss (gain) on foreign currency exchange		841			0.2			(450	)		(0.1	)		480			—			406			—
Other expense (income), net		345			0.1			1,970			0.4			(368	)		—			1,509			0.2

Total other expense		13,094			2.5			13,958			2.7			24,120			2.3			27,565			2.7

Income before income taxes		27,883			5.3			27,496			5.2			61,237			5.7			59,200			5.6
Income taxes		9,318			1.8			7,985			1.5			19,698			1.8			17,615			1.6

Net income	$	18,565			3.5	%	$	19,511			3.7	%	$	41,539			3.9	%	$	41,585			4.0	%

Three Months Ended June 30, 2013 Compared to Three Months Ended June 30, 2012

Net Sales — Second quarter net sales decreased 0.2%, to $526.3 million in 2013, compared to $527.4 million in the second quarter of 2012. The decrease is primarily driven by reductions in volume/mix related to the loss of certain soup business for a particular customer and volume/mix reductions in the aseptic products and pickles categories, partially offset by powdered drinks. This decrease in sales was partially offset by acquisitions and pricing activities. Net sales by segment are shown in the following table:


	Three Months Ended June 30,
	2013		2012		$ Increase/ (Decrease)			% Increase/ (Decrease)
	(Dollars in thousands)
North American Retail Grocery	$	375,744	$	371,500	$	4,244			1.1	%
Food Away From Home		85,675		87,885		(2,210	)		(2.5	)
Industrial and Export		64,927		68,036		(3,109	)		(4.6	)

Total	$	526,346	$	527,421	$	(1,075	)		(0.2	)%

Cost of Sales — All expenses incurred to bring a product to completion are included in cost of sales. These costs include raw material and packaging costs, labor costs, facility and equipment costs, costs to operate and maintain our warehouses, and costs associated with transporting our finished products from our manufacturing facilities to distribution centers. Cost of sales as a percentage of net sales was 79.2% in the second quarter of 2013, compared to 79.8% in 2012. Contributing to the decrease in cost of sales as a percent of net sales was continued realization of favorable sales mix and operating efficiencies, partially offset by increased costs associated with sweeteners and thickeners, and $7.8 million of costs associated with restructurings and facility consolidations.

Operating Expenses — Total operating expenses were $68.6 million in the second quarter of 2013, compared to $65.1 million in 2012.

Operating expenses in 2013 resulted from the following:

Selling and distribution expenses decreased $2.5 million, or 7.3%, in the second quarter of 2013 compared to 2012. This decrease was primarily due to decreased distribution and delivery costs resulting from efficiencies such as increased utilization of existing shipping capacity, strategic product positioning to reduce distribution expense, and greater use of rail shipments. Also contributing to the decrease were lower freight rates and volumes.

General and administrative expenses increased by $6.4 million in the second quarter of 2013 compared to 2012. This is primarily related to higher incentive compensation as incentive costs returned to normalized levels. Incentive compensation costs in 2012 were lower due to the Company’s performance.

Other operating income in the second quarter of 2013 was $0.1 million, compared to an insignificant amount in 2012. The increase was primarily due to gains on the sale of equipment, partially offset by costs associated with the soup restructuring and Seaforth closure.

Amortization expense decreased $0.4 million in the second quarter of 2013 compared to 2012, due primarily to the complete amortization of several assets and projects, partially offset by the amortization of additional ERP system costs and intangible assets acquired in acquisitions.

Interest Expense — Interest expense decreased slightly to $12.2 million in the second quarter of 2013, compared to $12.5 million in 2012, due to lower interest rates and debt levels.

Interest Income – Interest income of $0.3 million relates to interest earned on the cash held by our Canadian subsidiary and gains on investments as discussed in Note 5 to our Condensed Consolidated Financial Statements.

Foreign Currency — The Company’s foreign currency impact was a $0.8 million loss for the second quarter of 2013, compared to a gain of $0.5 million in 2012, primarily due to fluctuations in currency exchange rates between the U.S. and Canadian dollar.

Other Expense (Income), Net — Other expense was $0.3 million for the second quarter of 2013, compared to expense of $2.0 million in 2012, primarily consisting of mark to market losses on derivative contracts.

Income Taxes — Income tax expense was recorded at an effective rate of 33.4% in the second quarter of 2013, compared to 29.0% in 2012. The increase in the effective tax rate for the three months ended June 30, 2013 as compared to 2012 is attributable to an increase in state tax expense and to the tax impact of a shift in revenues between tax jurisdictions.

Three Months Ended June 30, 2013 Compared to Three Months Ended June 30, 2012 — Results by Segment

North American Retail Grocery —


	Three Months Ended June 30,
	2013					2012
	Dollars		Percent			Dollars		Percent
	(Dollars in thousands)
Net sales	$	375,744		100.0	%	$	371,500		100.0	%
Cost of sales		291,193		77.5			291,373		78.4

Gross profit		84,551		22.5			80,127		21.6
Freight out and commissions		15,342		4.1			16,407		4.4
Direct selling and marketing		8,069		2.1			8,821		2.4

Direct operating income	$	61,140		16.3	%	$	54,899		14.8	%

Net sales in the North American Retail Grocery segment increased by $ 4.2 million, or 1.1%, in the second quarter of 2013 compared to 2012. The change in net sales from 2012 to 2013 was due to the following:


	Dollars			Percent
	(Dollars in thousands)
2012 Net sales	$	371,500
Volume/mix		2,531			0.7	%
Pricing		968			0.3
Acquisitions		1,498			0.4
Foreign currency		(753	)		(0.3	)

2013 Net sales	$	375,744			1.1	%

The increase in net sales from 2012 to 2013 resulted primarily from increases in volume/mix and acquisitions. During the second quarter, the Company experienced volume/mix increases in the powdered drinks, Mexican sauces, and dressings categories, partially offset by volume/mix decreases in the soup and pickles categories. The lost volume/mix in the soup category is the most significant and accounts for approximately a 2.9% loss in the North American Retail Grocery volume/mix, and relates to the partial loss of business for a particular customer. The remainder of the categories account for a 3.6% gain in volume/mix.

Cost of sales as a percentage of net sales in the second quarter of 2013 decreased when compared to the second quarter of 2012, as a favorable sales mix and cost savings from operating efficiencies were partially offset by an increase in input costs such as sweeteners and thickeners. Cost of sales in the second quarter of 2013 was relatively flat on a dollar basis as compared to the second quarter of 2012.

Freight out and commissions paid to independent sales brokers were $15.3 million in the second quarter of 2013, compared to $16.4 million in 2012, a decrease of 6.5%, primarily due to increased efficiencies such as increased utilization of existing shipping capacity, strategic product positioning to reduce distribution expense, and greater use of rail shipments. Also contributing to the decrease were lower freight rates.

Direct selling and marketing expenses were $8.1 million in the second quarter of 2013, and $8.8 million in 2012.

Food Away From Home —


	Three Months Ended June 30,
	2013					2012
	Dollars		Percent			Dollars		Percent
	(Dollars in thousands)
Net sales	$	85,675		100.0	%	$	87,885		100.0	%
Cost of sales		68,754		80.2			71,996		81.9

Gross profit		16,921		19.8			15,889		18.1
Freight out and commissions		3,024		3.5			3,125		3.6
Direct selling and marketing		1,939		2.3			2,285		2.6

Direct operating income	$	11,958		14.0	%	$	10,479		11.9	%

Net sales in the Food Away From Home segment decreased by $2.2 million, or 2.5%, in the second quarter of 2013 compared to the prior year. The change in net sales from 2012 to 2013 was due to the following:


	Dollars			Percent
	(Dollars in thousands)
2012 Net sales	$	87,885
Volume/mix		(7,294	)		(8.3	)%
Pricing		1,559			1.8
Acquisitions		3,657			4.2
Foreign currency		(132	)		(0.2	)

2013 Net sales	$	85,675			(2.5	)%

Net sales decreased during the second quarter of 2013, compared to 2012, primarily due to lower volume/mix in the aseptic and pickles categories, partially offset by acquisitions and increases in pricing.

Cost of sales as a percentage of net sales decreased to 80.2% in the second quarter of 2013, as compared to 81.9% in the second quarter of 2012, reflecting the rationalization of low margin aseptic business and cost savings from operating efficiencies that continued to be realized. The decrease in cost of sales in the second quarter of 2013 of $3.2 million is primarily related to decreased volumes.

Freight out and commissions paid to independent sales brokers were slightly lower in the second quarter of 2013, compared to 2012. Lower volume and reduced freight rates resulted in reduced costs. Freight costs did not decrease as much for Food Away From Home as they did for North American Retail Grocery, because most customers in the Food Away From Home segment pick up their products.

Direct selling and marketing was $1.9 million in the second quarter of 2013, and $2.3 million in 2012.

Industrial and Export —


	Three Months Ended June 30,
	2013					2012
	Dollars		Percent			Dollars		Percent
	(Dollars in thousands)
Net sales	$	64,927		100.0	%	$	68,036		100.0	%
Cost of sales		49,721		76.6			57,461		84.5

Gross profit		15,206		23.4			10,575		15.5
Freight out and commissions		1,270		2.0			1,855		2.7
Direct selling and marketing		427		0.6			418		0.6

Direct operating income	$	13,509		20.8	%	$	8,302		12.2	%

Net sales in the Industrial and Export segment decreased $3.1 million, or 4.6%, in the second quarter of 2013, compared to the prior year. The change in net sales from 2012 to 2013 was due to the following:


	Dollars			Percent
	(Dollars in thousands)
2012 Net sales	$	68,036
Volume/mix		(4,634	)		(6.8	)%
Pricing		135			0.2
Acquisitions		1,403			2.0
Foreign currency		(13	)		—

2013 Net sales	$	64,927			(4.6	)%

The decrease in net sales is primarily due to decreases in volume/mix, partially offset by acquisitions. Lower sales in the non-dairy powdered creamer and soup and infant feeding categories, were partially offset by higher sales in the powdered drink category.

Cost of sales as a percentage of net sales decreased from 84.5% in the second quarter of 2012, to 76.6% in 2013, due to a shift in sales mix to higher margin products and lower operating costs resulting from plant efficiencies.

Freight out and commissions paid to independent sales brokers were $1.3 million in the second quarter of 2013, and $1.9 million 2012. This decrease was primarily due to lower volume.

Direct selling and marketing was $0.4 million in the second quarter of 2013, and $0.4 million in 2012.

Six Months Ended June 30, 2013 Compared to Six Months Ended June 30, 2012

Net Sales — Net sales increased 1.4% to $1,066.5 million in the first six months of 2013, compared to $1,051.2 million in the first six months of 2012. The increase is primarily driven by increases in pricing and the acquisitions. Net sales by segment are shown in the following table:


	Six Months Ended June 30,
					$ Increase/			% Increase/
	2013		2012		(Decrease)			(Decrease)
	(Dollars in thousands)
North American Retail Grocery	$	761,825	$	750,541	$	11,284			1.5	%
Food Away From Home		167,488		163,234		4,254			2.6	%
Industrial and Export		137,143		137,457		(314	)		(0.2	)%

Total	$	1,066,456	$	1,051,232	$	15,224			1.4	%

Cost of Sales — All expenses incurred to bring a product to completion are included in cost of sales. These costs include raw materials, ingredient and packaging costs, labor costs, facility and equipment costs, costs to operate and maintain our warehouses, and costs associated with transporting our finished products from our manufacturing facilities to distribution centers. Cost of sales as a percentage of net sales was 79.0% in the first six months of 2013, compared to 78.9% in 2012. Contributing to the increase in cost of sales, as a percent of net sales, was $13.7 million of costs associated with restructurings and facility consolidations, and lower than average margins associated with the Naturally Fresh acquisition, partially offset by operating efficiencies and lower input costs.

Operating Expenses — Total operating expenses were $138.4 million during the first six months of 2013, compared to $134.8 million in 2012. The increase in 2013 resulted from the following:

Selling and distribution expenses decreased $4.4 million, or 6.4%, in the first six months of 2013 compared to 2012, primarily due to decreased distribution and delivery costs resulting from efficiencies such as increased utilization of existing shipping capacity, strategic product positioning to reduce distribution expense, and greater use of rail shipments. Also contributing to the decrease were lower freight rates and volume, partially offset by the acquisition of Naturally Fresh.

General and administrative expenses increased $7.3 million in the first six months of 2013, compared to 2012. The increase is primarily related to increases in incentive based compensation expense as incentive costs returned to normalized levels and the acquisition of Naturally Fresh.

Amortization expense decreased $0.2 million in the first six months of 2013, compared to the first six months of 2012, due primarily to the complete amortization of several assets and projects, partially offset by additional amortization from intangibles acquired in acquisitions.

Other operating expense was $1.3 million in the first six months of 2013, compared to $0.4 million in the first six months of 2012. Expenses in the first six months of 2013 primarily consist of costs related to restructurings and facility closures. Expenses in 2012 were primarily due to executor costs related to previously closed facilities.

Interest Expense — Interest expense decreased to $25.0 million in the first six months of 2013, compared to $25.7 million in 2012, due to a decrease in interest rates and lower debt levels.

Interest Income – Interest income of $1.0 million relates to interest earned on the cash held by our Canadian subsidiary and gains on investments as discussed in Note 5 to our Condensed Consolidated Financial Statements.

Foreign Currency — The Company’s foreign currency loss was $0.5 million for the six months ended June 30, 2013 compared to a loss of $0.4 million in 2012, due to fluctuations in currency exchange rates between the U.S. and Canadian dollar.

Other Expense (Income), Net — Other income was $0.4 million in the first six months of 2013 compared to expense of $1.5 million in 2012, primarily due to mark to market gain on commodity contracts.

Income Taxes — Income tax expense was recorded at an effective rate of 32.2% in the first six months of 2013, compared to 29.8% in 2012. The increase in the effective tax rate for the six months ended June 30, 2013 as compared to 2012 is attributable to an increase in state tax expense and to the tax impact of a shift in revenues between tax jurisdictions.

Six Months Ended June 30, 2013 Compared to Six Months Ended June 30, 2012 — Results by Segment

North American Retail Grocery —


	Six Months Ended June 30,
	2013					2012
	Dollars		Percent			Dollars		Percent
	(Dollars in thousands)
Net sales	$	761,825		100.0	%	$	750,541		100.0	%
Cost of sales		587,918		77.2			582,733		77.6

Gross profit		173,907		22.8			167,808		22.4
Freight out and commissions		30,786		4.0			34,639		4.6
Direct selling and marketing		16,672		2.2			16,665		2.3

Direct operating income	$	126,449		16.6	%	$	116,504		15.5	%

Net sales in the North American Retail Grocery segment increased by $11.3 million, or 1.5% in the first six months of 2013, compared to the first six months of 2012. The change in net sales from 2012 to 2013 was due to the following:


	Dollars			Percent
	(Dollars in thousands)
2012 Net sales	$	750,541
Volume/mix		(229	)		—	%
Pricing		1,778			0.2
Acquisition		10,803			1.4
Foreign currency		(1,068	)		(0.1	)

2013 Net sales	$	761,825			1.5	%

The increase in net sales from 2012 to 2013 is primarily due to the acquisition of Naturally Fresh and increased pricing. Volume/mix decreased slightly in 2013 compared to 2012 as decreases in the soup, dry dinners, jams, and dressings categories were partially offset by increases in the powdered drinks, hot cereals, and Mexican sauces categories. The lost volume/mix in the soup category is the most significant and accounts for approximately a 3.2% loss of volume/mix and relates to the partial loss of business for a customer.

Cost of sales as a percentage of net sales decreased from 77.6% in the first six months of 2012, to 77.2% in 2013, due to sales mix, cost savings from operating efficiencies, and lower ingredient and energy costs, partially offset by higher packaging costs.

Freight out and commissions paid to independent sales brokers were $30.8 million in the first six months of 2013, compared to $34.6 million in 2012, a decrease of 11.1%, due to efficiencies such as increased utilization of existing shipping capacity, strategic product positioning to reduce distribution expense, and greater use of rail shipments. Also contributing to the decrease were lower freight rates and volume, partially offset by the acquisition of Naturally Fresh.

Direct selling and marketing expenses were $16.7 million in the first six months of 2013, compared to $16.7 million in 2012.

Food Away From Home —


	Six Months Ended June 30,
	2013					2012
	Dollars		Percent			Dollars		Percent
	(Dollars in thousands)
Net sales	$	167,488		100.0	%	$	163,234		100.0	%
Cost of sales		134,844		80.5			132,790		81.3

Gross profit		32,644		19.5			30,444		18.7
Freight out and commissions		5,797		3.5			5,967		3.7
Direct selling and marketing		3,989		2.4			4,201		2.6

Direct operating income	$	22,858		13.6	%	$	20,276		12.4	%

Net sales in the Food Away From Home segment increased by $4.3 million, or 2.6%, in the first six months of 2013 compared to the prior year. The change in net sales from 2012 to 2013 was due to the following:


	Dollars			Percent
	(Dollars in thousands)
2012 Net sales	$	163,234
Volume/mix		(15,966	)		(9.8	)%
Pricing		3,465			2.1
Acquisition		16,944			10.4
Foreign currency		(189	)		(0.1	)

2013 Net sales	$	167,488			2.6	%

Net sales increased during the first six months of 2013, compared to 2012, as a result of the acquisition of Naturally Fresh and price increases, partially offset by volume/mix decreases in our aseptic, pickles, and Mexican sauces categories.

Cost of sales as a percentage of net sales decreased from 81.3% in the first six months of 2012, to 80.5% in 2013, due to the rationalization of low margin aseptic business, lower ingredient and energy costs, and cost savings from operating efficiencies, partially offset by higher packaging costs.

Freight out and commissions paid to independent sales brokers were $5.8 million in the first six months of 2013, compared to $6.0 million in 2012, due to decreased freight costs primarily driven by lower freight rates and lower volume. Freight and commissions were 3.5% of net sales, a slight decrease from 2012.

Direct selling and marketing was $4.0 million in the first six months of 2013, compared to $4.2 million in 2012.

Industrial and Export —


	Six Months Ended June 30,
	2013					2012
	Dollars		Percent			Dollars		Percent
			(Dollars in thousands)
Net sales	$	137,143		100.0	%	$	137,457		100.0	%
Cost of sales		107,416		78.3			114,186		83.1

Gross profit		29,727		21.7			23,271		16.9
Freight out and commissions		2,915		2.1			3,162		2.3
Direct selling and marketing		898		0.7			809		0.6

Direct operating income	$	25,914		18.9	%	$	19,300		14.0	%

Net sales in the Industrial and Export segment decreased $0.3 million, or 0.2%, in the first six months of 2013 compared to the prior year. The change in net sales from 2012 to 2013 was due to the following:


	Dollars			Percent
	(Dollars in thousands)
2012 Net sales	$	137,457
Volume/mix		(3,716	)		(2.7	)%
Pricing		333			0.2
Acquisition		3,086			2.3
Foreign currency		(17	)		—

2013 Net sales	$	137,143			(0.2	)%

The decrease in net sales is primarily due to volume/mix decreases, partially offset by acquisitions. Volume/mix decreases were primarily in the soup and infant feeding categories, partially offset by increases in the powdered drinks category.

Cost of sales, as a percentage of net sales, decreased from 83.1% in the first six months of 2012, to 78.3% in 2013, primarily due to sales mix, cost savings from operating efficiencies and lower ingredient and energy costs, partially offset by higher packaging costs.

Freight out and commissions paid to independent sales brokers were $2.9 million in the first six months of 2013, compared to $3.2 million in 2012. This decrease is due to the decrease in volume, partially offset by acquisitions.

Direct selling and marketing was $0.9 million in the first six months of 2013, compared to $0.8 million in 2012.

Liquidity and Capital Resources

Cash Flow

Management assesses the Company’s liquidity in terms of its ability to generate cash to fund its operating, investing and financing activities. The Company continues to generate substantial cash flow from operating activities and remains in a strong financial position, with resources available for reinvestment in existing businesses, acquisitions and managing its capital structure on a short and long-term basis. If additional borrowings are needed, approximately $430.2 million was available under the revolving credit facility as of June 30, 2013. See Note 11 to our Condensed Consolidated Financial Statements for additional information regarding our revolving credit facility. We believe that, given our cash flow from operating activities and our available credit capacity, we can comply with the current terms of the revolving credit facility and meet our foreseeable financial requirements.

The Company’s cash flows from operating, investing and financing activities, as reflected in the Condensed Consolidated Statements of Cash Flows are summarized in the following tables:


	Six Months Ended June 30,
	2013			2012
	(In thousands)
Cash flows from operating activities:
Net income	$	41,539		$	41,585
Depreciation and amortization		55,138			42,951
Mark to market gain on investments		(389	)		—
Stock-based compensation		7,108			5,748
Gain on disposition of assets		(231	)		—
Deferred income taxes		2,138			3,387
Changes in operating assets and liabilities, net of acquisitions		(34,222	)		(865	)
Other		(1,039	)		1,812

Net cash provided by operating activities	$	70,042		$	94,618

Our cash provided by operations was $70.0 million in the first six months of 2013, compared to $94.6 million in 2012, a decrease of $24.6 million. The Company continues to generate consistent net income. The decrease in cash provided by operations was mainly attributable to changes in operating assets and liabilities, specifically a higher inventory balance as of June 30, 2013 as compared to the same period in the prior year. The increased inventory levels resulted from lower than expected sales volumes, as volatility in customer purchases continued. This decrease was partially offset by an increase in depreciation and amortization relating to non-cash charges associated with the restructurings and acquisitions.


	Six Months Ended June 30,
	2013			2012
	(In thousands)
Cash flows from investing activities:
Purchase of investments	$	(7,585	)	$	—
Additions to property, plant and equipment		(35,641	)		(30,019	)
Additions to other intangible assets		(3,255	)		(4,302	)
Acquisition of business, net of cash acquired		—			(25,000	)
Other		1,072			46

Net cash used in investing activities	$	(45,409	)	$	(59,275	)

In the first six months of 2013, cash used in investing activities decreased by $13.9 million, compared to 2012. The decrease in cash used in investing activities was mainly attributable to the acquisition of Naturally Fresh in 2012, partially offset by the purchase of investments with a portion of our cash in Canada and increased investments in property, plant and equipment in 2013.

We expect capital spending programs to be approximately $90 million in 2013. Capital spending in 2013 is focused on food safety, quality, productivity improvements, product line expansions at our North East, Pennsylvania facility, continued implementation of an Enterprise Resource Planning system, and routine equipment upgrades or replacements at our plants.


	Six Months Ended June 30,
	2013			2012
	(In thousands)
Cash flows from financing activities:
Borrowings under revolving credit facility	$	111,800		$	198,900
Payments under revolving credit facility		(195,800	)		(160,400	)
Net payments related to stock-based award activities		(1,192	)		(3,878	)
Other		(52	)		1,407

Net cash (used in) provided by financing activities	$	(85,244	)	$	36,029

Net cash flow used in financing activities was $85.2 million in the first six months of 2013, compared to net cash provided by financing activities of $36.0 million in 2012. The Company’s first six months is typically a strong cash flow generating period that allows the Company to pay down our revolving credit facility. When comparing the year over year borrowings under the revolving credit facility, 2013 is comparable to 2012 after considering the 2012 borrowings of $67.7 million for the repayment of cross border intercompany loans as well another $25 million for the acquisition of Naturally Fresh. When comparing the payments under our revolving credit facility, the year over year payments are comparable after considering the temporary transfer of $85 million of cash from Canada to the U.S., of which $40 million was used to pay down the revolving credit facility. In July 2013, the Company transferred the $85.0 million, plus interest, back to Canada, by drawing funds from its revolving credit facility. After considering the events described above, the Company would have had net cash used in financing activities of $45.2 million in 2013 and $56.7 million in 2012, reflecting net pay downs in our revolving credit facility resulting from our consistent net income and operating cash flows.

The cash held by E.D. Smith as cash and cash equivalents and short term investments is expected to be used for general corporate purposes in Canada, including capital projects and acquisitions. The cash relates to foreign earnings that, if repatriated, would result in a tax liability.

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

The Company’s short-term financing needs are primarily to finance working capital during the year. As the Company continues to add new product categories to our portfolio, spikes in financing needs are lessened. Vegetable and fruit production are driven by harvest cycles, which occur primarily during the spring and summer as inventories of pickles and jams generally are at a low point in late spring and at a high point during the fall, increasing our working capital requirements. In addition, the Company builds inventories of salad dressings in the spring and soup in the summer months in anticipation of large seasonal shipments that begin in the second and third quarters, respectively. Non-dairy creamer inventory builds in the fall for the expected winter sales. Our long-term financing needs will depend largely on potential acquisition activity. We expect our revolving credit facility, plus cash flow from operations, to be adequate to provide liquidity for current operations.

Debt Obligations

At June 30, 2013, we had $309.0 million in borrowings outstanding under our revolving credit facility, $400 million of 7.75% High Yield Notes outstanding, $100 million of senior notes outstanding, and $5.9 million of tax increment financing and other obligations. In addition, at June 30, 2013, there were $10.8 million in letters of credit under the revolving credit facility that were issued but undrawn.

Our revolving credit facility provides for an aggregate commitment of $750 million, of which $430.2 million was available at June 30, 2013. Interest rates on debt outstanding under our revolving credit facility for the six months ended June 30, 2013 averaged 1.60%.

Our $100 million outstanding senior notes are due on September 30, 2013. The Company will continue to classify these notes as long-term, as the Company has the ability and intent to refinance them on a long-term basis, using the revolving credit facility or other long-term financing arrangements.

We are in compliance with applicable debt covenants as of June 30, 2013. From an interest coverage ratio perspective, the Company’s actual ratio as of June 30, 2013 is nearly 50% higher than the minimum required level. As it relates to the leverage ratio, the Company was nearly 22.9% below the maximum level (where the maximum level is not increased in the event of an acquisition).

See Note 11 to our Condensed Consolidated Financial Statements for additional information regarding our indebtedness and related agreements.

Other Commitments and Contingencies

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

•

certain lease obligations, and

•

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

See Note 18 to our Condensed Consolidated Financial Statements in Part I — Item 1 of this Form 10-Q and Note 17 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 for more information about our commitments and contingent obligations.

Recent Accounting Pronouncements

Information regarding recent accounting pronouncements is provided in Note 2 to the Company’s Condensed Consolidated Financial Statements.

Critical Accounting Policies

A description of the Company’s critical accounting policies is contained in our Annual Report on Form 10-K for the year ended December 31, 2012. There were no material changes to our critical accounting policies in the six months ended June 30, 2013.

Off-Balance Sheet Arrangements

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

Forward Looking Statements

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

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

In accordance with the provisions of the Litigation Reform Act, we are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this Quarterly Report on Form 10-Q and other public statements we make. Such factors include, but are not limited to: the outcome of litigation and regulatory proceedings to which we may be a party; the impact of product recalls; actions of competitors; changes and developments affecting our industry; quarterly or cyclical variations in financial results; our ability to obtain suitable pricing for our products; development of new products and services; our level of indebtedness; the availability of financing on commercially reasonable terms; cost of borrowing; our ability to maintain and improve cost efficiency of operations; changes in foreign currency exchange rates; interest rates; raw material and commodity costs; changes in economic conditions; political conditions; reliance on third parties for manufacturing of products and provision of services; general U.S. and global economic conditions; the financial condition of our customers and suppliers; consolidations in the retail grocery and foodservice industries; our ability to continue to make acquisitions in accordance with our business strategy or effectively manage the growth from acquisitions; and other risks that are set forth in the Risk Factors section, the Legal Proceedings section, the Management’s Discussion and Analysis of Financial Condition and Results of Operations section and other sections of this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the year ended December 31, 2012 and from time to time in our filings with the Securities and Exchange Commission.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Fluctuations

The Company is party to an unsecured revolving credit facility with an aggregate commitment of $750 million. The interest rate under the revolving credit facility is based on the Company’s consolidated leverage ratio, and will be determined by either LIBOR plus a margin ranging from 1.00% to 1.60%, or a base rate (as defined in the revolving credit facility) plus a margin ranging from 0.00% to 0.60%.

In July 2006, we entered into a forward interest rate swap transaction for a notional amount of $100 million as a hedge of the forecasted private placement of $100 million senior notes. The interest rate swap transaction was terminated on August 31, 2006, which resulted in a pre-tax loss of $1.8 million. The unamortized loss is reflected, net of tax, in Accumulated other comprehensive loss in our Condensed Consolidated Balance Sheets. The loss is reclassified ratably to our Condensed Consolidated Statements of Income as an increase to interest expense over the term of the senior notes (that expire in September 2013), providing an effective interest rate of 6.29%.

We do not hold any derivative financial instruments which could expose us to significant interest rate market risk, as of June 30, 2013. Our exposure to market risk for changes in interest rates relates primarily to the increase in the amount of interest expense we expect to pay with respect to our revolving credit facility, which is tied to variable market rates. Based on our outstanding debt balance of $309.0 million under our revolving credit facility at June 30, 2013, each 1% rise in our interest rate would increase our interest expense by approximately $3.1 million annually.

Input Costs

The costs of raw materials, packaging materials, fuel, and energy have varied widely in recent years and future changes in such costs may cause our results of operations and our operating margins to fluctuate significantly. When comparing the second quarter of 2013 to the second quarter of 2012, price increases in packaging and commodity costs such as corn sweeteners and thickeners, were offset by price decreases in transportation and energy costs such as natural gas and diesel. We expect the volatile nature of these costs to continue with an overall upward trend.

We manage the cost of certain raw materials by entering into forward purchase contracts. Forward purchase contracts help us manage our business and reduce cost volatility.

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

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

Fluctuations in Foreign Currencies

The Company is exposed to fluctuations in the value of our foreign currency investment in E.D. Smith, located in Canada. Input costs for certain Canadian sales are denominated in U.S. dollars, further impacting the effect foreign currency fluctuations may have on the Company.

The Company’s financial statements are presented in U.S. dollars, which require the Canadian assets, liabilities, revenues, and expenses to be translated into U.S. dollars at the applicable exchange rates. Accordingly, we are exposed to volatility in the translation of foreign currency earnings due to fluctuations in the value of the Canadian dollar, which may negatively impact the Company’s results of operations and financial position. For the six months ended June 30, 2013 the Company recognized a net loss of $20.0 million, of which a loss of $19.5 million was recorded as a component of Accumulated other comprehensive loss and a loss of $0.5 million was recorded on the Company’s Condensed Consolidated Statements of Income within the Loss (gain) on foreign currency exchange line. For the six months ended June 30, 2012 the Company recognized a net loss of $2.2 million, of which a loss of $1.8 million was recorded as a component of Accumulated other comprehensive loss and a loss of $0.4 million was recorded on the Company’s Condensed Consolidated Statements of Income within the Loss on foreign currency exchange line.

The Company enters into foreign currency contracts due to the exposure to Canadian/U.S. dollar currency fluctuations on cross border transactions. The Company does not apply hedge accounting to these contracts and records them at fair value on the Condensed Consolidated Balance Sheets. The contracts are entered into for the purchase of U.S. dollar denominated raw materials by our Canadian subsidiary. The Company had no foreign currency contracts outstanding as of June 30, 2013, or June 30, 2012.

Item 4. Controls and Procedures

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

As of June 30, 2013, the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), together with management, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, the CEO and CFO concluded that these disclosure controls and procedures are effective.

There has been no change in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2013 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

TreeHouse Foods, Inc.

Oak Brook, Illinois

We have reviewed the accompanying condensed consolidated balance sheet of TreeHouse Foods, Inc. and subsidiaries (the “Company”) as of June 30, 2013, and the related condensed consolidated statements of income and comprehensive income for the three and six month periods ended June 30, 2013 and 2012, and of cash flows for the six-month periods ended June 30, 2013 and 2012. This interim financial information is the responsibility of the Company’s management.

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

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

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of TreeHouse Foods, Inc. and subsidiaries as of December 31, 2012, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 21, 2013, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2012 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois

August 8, 2013

Part II — Other Information

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

Information regarding risk factors appears in Management’s Discussion and Analysis of Financial Condition and Results of Operations — Information Related to Forward-Looking Statements, in Part I — Item 2 of this Form 10-Q and in Part I — Item 1A of the TreeHouse Foods, Inc. Annual Report on Form 10-K for the year ended December 31, 2012. There have been no material changes from the risk factors previously disclosed in the TreeHouse Foods, Inc. Annual Report on Form 10-K for the year ended December 31, 2012.

Item 5. Other Information

None

Item 6. Exhibits


12.1		Computation of Ratio of Earnings to Fixed Changes.

15.1		Awareness Letter from Deloitte & Touche LLP regarding unaudited financial information.

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

SIGNATURES

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

TREEHOUSE FOODS, INC.

/s/ Dennis F. Riordan

Dennis F. Riordan

Executive Vice President and Chief Financial Officer

August 8, 2013