UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

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

Commission File Number 001-32504

TreeHouse Foods, Inc.

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

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

2021 Spring Road, Suite 600 Oak Brook, IL (Address of principal executive offices)		60523 (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       þ       No       o

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       þ       No       o

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		þ		Accelerated filer		o
		Non-accelerated filer		o		Smaller reporting Company		o
		(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       o       No       þ

Number of shares of Common Stock, $0.01 par value, outstanding as of July 22, 2011: 35,873,741

 

 

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			23
Item 3 — Quantitative and Qualitative Disclosures About Market Risk			33
Item 4 — Controls and Procedures			35
Report of Independent Registered Public Accounting Firm			36
Part II — Other Information
Item 1 — Legal Proceedings			37
Item 1A — Risk Factors			37
Item 6 — Exhibits			37
Signatures			38
EX-12.1
EX-15.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

Part I — Financial Information

Item 1.		Financial Statements

TREEHOUSE FOODS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)

		June 30,				December 31,
		2011				2010
		(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	2,347			$	6,323
Receivables, net			117,005				126,644
Inventories, net			320,672				287,395
Deferred income taxes			3,360				3,499
Prepaid expenses and other current assets			10,685				12,861
Assets held for sale			4,081				4,081
Total current assets			458,150				440,803
Property, plant and equipment, net			392,255				386,191
Goodwill, net			1,079,301				1,076,321
Intangible assets, net			454,908				463,617
Other assets, net			23,105				24,316
Total assets		$	2,407,719			$	2,391,248
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses		$	205,500			$	202,384
Current portion of long-term debt			1,232				976
Total current liabilities			206,732				203,360
Long-term debt			940,324				976,452
Deferred income taxes			195,451				194,917
Other long-term liabilities			41,512				38,553
Total liabilities			1,384,019				1,413,282
Commitments and contingencies (Note 17)
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, 35,868 and 35,440 shares issued and outstanding, respectively			359				354
Additional paid-in capital			707,249				703,465
Retained earnings			320,333				286,181
Accumulated other comprehensive loss			(4,241	)			(12,034	)
Total stockholders’ equity			1,023,700				977,966
Total liabilities and stockholders’ equity		$	2,407,719			$	2,391,248

See Notes to Condensed Consolidated Financial Statements.

TREEHOUSE FOODS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2011				2010				2011				2010
		(Unaudited)								(Unaudited)
Net sales		$	492,620			$	446,195			$	986,133			$	843,319
Cost of sales			383,180				340,045				755,767				648,391
Gross profit			109,440				106,150				230,366				194,928
Operating expenses:
Selling and distribution			35,558				30,887				71,818				57,683
General and administrative			30,602				25,084				59,845				53,562
Other operating expense (income), net			1,348				2,019				3,998				(242	)
Amortization expense			8,319				7,287				16,368				11,734
Total operating expenses			75,827				65,277				152,029				122,737
Operating income			33,613				40,873				78,337				72,191
Other expense (income):
Interest expense, net			13,470				11,779				27,321				18,606
(Gain) loss on foreign currency exchange			(875	)			(2,170	)			555				(2,070	)
Other income, net			(225	)			(993	)			(717	)			(1,206	)
Total other expense			12,370				8,616				27,159				15,330
Income before income taxes			21,243				32,257				51,178				56,861
Income taxes			6,898				10,605				17,025				18,890
Net income		$	14,345			$	21,652			$	34,153			$	37,971
Weighted average common shares:
Basic			35,600				34,814				35,566				34,465
Diluted			36,950				35,994				36,871				35,588
Net earnings per common share:
Basic		$	.40			$	.62			$	.96			$	1.10
Diluted		$	.39			$	.60			$	.93			$	1.07

See Notes to Condensed Consolidated Financial Statements.

TREEHOUSE FOODS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

		Six Months Ended
		June 30,
		2011				2010
		(Unaudited)
Cash flows from operating activities:
Net income		$	34,153			$	37,971
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			23,979				20,763
Amortization			16,368				11,734
Loss on foreign currency exchange			720				668
Mark to market adjustment on derivative contracts			(753	)			(1,710	)
Excess tax (benefits) deficiency from stock-based compensation			(3,671	)			440
Stock-based compensation			9,449				7,798
Loss on disposition of assets, net			237				1,720
Write-down of tangible assets			2,330				—
Deferred income taxes			907				7,199
Curtailment of postretirement benefit obligation			—				(2,357	)
Other			27				81
Changes in operating assets and liabilities, net of acquisitions:
Receivables			6,763				20,556
Inventories			(32,427	)			16,875
Prepaid expenses and other assets			3,610				(11,898	)
Accounts payable, accrued expenses and other liabilities			9,344				6,922
Net cash provided by operating activities			71,036				116,762
Cash flows from investing activities:
Additions to property, plant and equipment			(29,839	)			(16,625	)
Additions to other intangible assets			(6,183	)			(6,614	)
Acquisition of business, net of cash acquired			3,243				(664,655	)
Proceeds from sale of fixed assets			56				—
Net cash used in investing activities			(32,723	)			(687,894	)
Cash flows from financing activities:
Proceeds from issuance of debt			—				400,000
Borrowings under revolving credit facility			125,600				270,900
Payments under revolving credit facility			(162,200	)			(187,100	)
Payments on capitalized lease obligations			(599	)			(587	)
Proceeds from issuance of common stock, net of expenses			—				110,688
Payment of deferred financing costs			—				(10,783	)
Net (payments) proceeds related to stock-based award activities			(9,394	)			(12,256	)
Excess tax benefits (deficiency) from stock-based compensation			3,671				(440	)
Net cash (used in) provided by financing activities			(42,922	)			570,422
Effect of exchange rate changes on cash and cash equivalents			633				(258	)
Net decrease in cash and cash equivalents			(3,976	)			(968	)
Cash and cash equivalents, beginning of period			6,323				4,415
Cash and cash equivalents, end of period		$	2,347			$	3,447

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, 2011
(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. Certain product sales, as disclosed in Note 20, from prior year have been reclassified and certain line items on the Condensed Consolidated Statements of Cash Flows for the prior year have been combined to conform to the current period presentation. These reclassifications had no effect on reported net income, total assets, or cash flows. 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, 2010. Results of operations for interim periods are not necessarily indicative of annual results.

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, 2010.

2. Recent Accounting Pronouncements

On June 16, 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-05, Presentation of Comprehensive Income which revises the manner in which entities present comprehensive income in their financial statements. This ASU removes the current presentation guidance and requires comprehensive income to be presented either in a single continuous statement of comprehensive income or two separate but consecutive statements. This guidance is effective for fiscal years and interim periods within those years, beginning after December 15, 2011. ASU 2011-05 does not change current accounting and therefore is not expected to have a significant impact on the Company.

On May 12, 2011, the FASB issued ASU 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This ASU provides converged guidance on how (not when) to measure fair value. The ASU provides expanded disclosure requirements and other amendments, including those that eliminate unnecessary wording differences between U.S. GAAP and IFRSs. This ASU is effective for interim and annual periods beginning after December 15, 2011 and is not expected to have a significant impact on the Company’s disclosures or fair value measurements.

3. Facility Closings

On February 28, 2011, the Company announced plans to close its pickle plant in Springfield, Missouri. Production will cease in August 2011 and will be transferred to other pickle facilities. Full plant closure is expected to occur by December 2011. For the three and six months ended June 30, 2011, the Company recorded costs of $0.8 million and $3.2 million, respectively. For the three months ended June 30, 2011, costs consisted of $0.2 million for severance and $0.6 million for disposal costs. For the six months ended June 30, 2011, costs relating to this closure consisted of a fixed asset impairment charge of $2.3 million to reduce the carrying value of the facility to net realizable value, $0.3 million for severance and $0.6 million for disposal costs. These costs are included in Other operating expense (income), net line in our Condensed Consolidated Statements of Income. Total costs are expected to be approximately $4.7 million. Components of the charges include $3.6 million for asset write-offs and removal of certain manufacturing equipment, $0.8 million in severance and other charges, and $0.3 million in costs to transfer inventory to other manufacturing facilities. The Company estimates that approximately $2.4 million of the charges will be in cash and incurred in 2011. The Company has accrued severance costs of approximately $0.2 million at June 30, 2011.

4. Acquisitions

On October 28, 2010, the Company acquired S.T. Specialty Foods, Inc (S.T. Foods), a wholly owned subsidiary of STSF Holdings, Inc. (“Holdings”) by acquiring all of the outstanding securities of Holdings for approximately $180 million in cash. The acquisition was funded by the Company’s revolving credit facility. S.T. Foods, has annual net sales of approximately $100 million and is a manufacturer of private label macaroni and cheese, skillet dinners and other value-added side dishes. The acquisition added additional categories to our product portfolio for the retail grocery channel.

On March 2, 2010, the Company acquired Sturm Foods, Inc. (“Sturm”), a private label manufacturer of hot cereals and powdered soft drink mixes that services retail and foodservice customers in the United States. The acquisition of Sturm has strengthened the Company’s presence in private label dry grocery categories.

The Company’s purchase price allocation as set forth in the Company’s Annual Report of Form 10-K for the fiscal year ended December 31, 2010 is preliminary and subject to tax adjustments that are expected to be completed during the third quarter of 2011.

5. Inventories

		June 30,				December 31,
		2011				2010
		(In thousands)
Raw materials and supplies		$	113,204			$	111,376
Finished goods			226,807				194,558
LIFO reserve			(19,339	)			(18,539	)
Total		$	320,672			$	287,395

Approximately $59.9 million and $84.8 million of our inventory was accounted for under the LIFO method of accounting at June 30, 2011 and December 31, 2010, respectively.

6. Property, Plant and Equipment

		June 30,				December 31,
		2011				2010
		(In thousands)
Land		$	15,840			$	15,851
Buildings and improvements			148,304				148,616
Machinery and equipment			400,212				390,907
Construction in progress			44,226				21,067
Total			608,582				576,441
Less accumulated depreciation			(216,327	)			(190,250	)
Property, plant and equipment, net		$	392,255			$	386,191

7. Goodwill and Intangible Assets

Changes in the carrying amount of goodwill for the six months ended June 30, 2011 are as follows:

		North American				Food Away				Industrial
		Retail Grocery				From Home				and Export				Total
		(In thousands)
Balance at December 31, 2010		$	850,593			$	92,146			$	133,582			$	1,076,321
Currency exchange adjustment			2,155				561				—				2,716
Purchase price adjustment			273				(9	)			—				264
Balance at June 30, 2011		$	853,021			$	92,698			$	133,582			$	1,079,301

Purchase price adjustments are related to working capital, tax and other adjustments for the Sturm and S.T. Foods acquisitions. The Company has not incurred any goodwill impairments since its inception.

TREEHOUSE FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The gross carrying amount and accumulated amortization of intangible assets other than goodwill as of June 30, 2011 and December 31, 2010 are as follows:

		June 30, 2011												December 31, 2010
		Gross								Net				Gross								Net
		Carrying				Accumulated				Carrying				Carrying				Accumulated				Carrying
		Amount				Amortization				Amount				Amount				Amortization				Amount
										(In thousands)
Intangible assets with indefinite lives:
Trademarks		$	33,313			$	—			$	33,313			$	32,673			$	—			$	32,673
Intangible assets with finite lives:
Customer-related			447,538				(70,499	)			377,039				445,578				(57,480	)			388,098
Non-compete agreement			1,000				(1,000	)			—				1,000				(967	)			33
Trademarks			20,010				(3,989	)			16,021				20,010				(3,393	)			16,617
Formulas/recipes			6,856				(2,672	)			4,184				6,825				(1,972	)			4,853
Computer software			31,447				(7,096	)			24,351				26,007				(4,664	)			21,343
Total		$	540,164			$	(85,256	)		$	454,908			$	532,093			$	(68,476	)		$	463,617

Amortization expense on intangible assets for the three months ended June 30, 2011 and 2010 was $8.3 million and $7.3 million, respectively, and $16.4 million and $11.7 million for the six months ended June 30, 2011 and 2010, respectively. Estimated amortization expense on intangible assets for 2011 and the next four years is as follows:

		(In thousands)
2011			33,827
2012			32,029
2013			30,679
2014			30,450
2015			29,518

8. Accounts Payable and Accrued Expenses

		June 30,				December 31,
		2011				2010
		(In thousands)
Accounts payable		$	135,515			$	112,638
Payroll and benefits			32,444				33,730
Interest and taxes			19,198				21,019
Health insurance, workers’ compensation and other insurance costs			5,757				4,855
Marketing expenses			5,247				10,165
Other accrued liabilities			7,339				19,977
Total		$	205,500			$	202,384

9. Income Taxes

Income tax expense was recorded at an effective rate of 32.5% and 33.3% for the three and six months ended June 30, 2011, respectively, compared to 32.9% and 33.2% for the three and six months ended June 30, 2010, respectively. The Company’s effective tax rate is favorably impacted by an intercompany financing structure entered into in conjunction with the E.D. Smith Canadian acquisition.

As of June 30, 2011, the Company does not believe that its gross recorded unrecognized tax benefits will materially change within the next 12 months.

The Company or one of its subsidiaries files income tax returns in the U.S., Canada and various state jurisdictions. The Company has various state tax examinations in process, which are expected to be completed in 2011 or 2012. The outcome of the various state tax examinations is unknown at this time.

TREEHOUSE FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

10. Long-Term Debt

		June 30,				December 31,
		2011				2010
		(In thousands)
Revolving credit facility		$	436,000			$	472,600
High yield notes			400,000				400,000
Senior notes			100,000				100,000
Tax increment financing and other debt			5,556				4,828
Total debt outstanding			941,556				977,428
Less current portion			(1,232	)			(976	)
Total long-term debt		$	940,324			$	976,452

Revolving Credit Facility — The Company is party to an unsecured revolving credit facility with an aggregate commitment of $750 million, of which $304.8 million was available as of June 30, 2011. The revolving credit facility matures October 27, 2015. In addition, as of June 30, 2011, there were $9.2 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, 2011. The Company’s average interest rate on debt outstanding under our revolving credit facility for the three and six months ended June 30, 2011 was 2.13% and 2.16%, respectively.

High Yield Notes — On March 2, 2010, the Company completed its offering of $400 million in aggregate principal amount of 7.75% high yield notes due March 1, 2018 (the “Notes”). The net proceeds of $391.0 million ($400.0 million notes less underwriting discount of $9.0 million providing an effective interest rate of 8.03%) were used as partial payment in the acquisition of all of the issued and outstanding stock of Sturm. The Notes are guaranteed by the Company’s wholly owned subsidiaries Bay Valley Foods, LLC; EDS Holdings, LLC; Sturm Foods, Inc.; STSF Holdings, Inc. and S.T. Specialty Foods, Inc. and certain other of our subsidiaries that may become guarantors from time to time in accordance with the applicable indenture and may fully, jointly, severally and unconditionally guarantee our payment obligations under any series of debt securities offered. The Indenture provides, among other things, that the Notes will be senior unsecured obligations of the Company. Interest is payable on the Notes on March 1 and September 1 of each year.

Senior Notes — The Company maintains a private placement of $100 million in aggregate principal of 6.03% senior notes due September 30, 2013, pursuant to a Note Purchase Agreement among the Company and a group of purchasers. The Note Purchase Agreement contains covenants that will 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, 2011.

Swap Agreement — The Company has a $50 million interest rate swap agreement with a termination date of August 19, 2011 and a fixed 2.9% interest rate. Under the terms of the Company’s revolving credit agreement, and in conjunction with our credit spread, this will result in an all-in borrowing cost on the swapped principal of $50 million being no more than 4.95% until August 19, 2011. The Company did not apply hedge accounting to this swap.

Tax Increment Financing — As part of the acquisition of the soup and infant feeding business in 2006, the Company assumed the payments related to redevelopment bonds pursuant to a Tax Increment Financing Plan. The Company has agreed to make certain payments with respect to the principal amount of the redevelopment bonds through May 2019. As of June 30, 2011, $2.3 million remains outstanding.

11. 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 outstanding stock options, restricted stock, restricted stock units and performance units.

TREEHOUSE FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2011				2010				2011				2010
Weighted average common shares outstanding			35,599,737				34,814,309				35,566,370				34,464,990
Assumed exercise/vesting of equity awards (1)			1,350,258				1,179,282				1,304,240				1,123,481
Weighted average diluted common shares outstanding			36,949,995				35,993,591				36,870,610				35,588,471

12. Stock-Based Compensation

Income before income taxes for the three and six month periods ended June 30, 2011 and 2010 includes share-based compensation expense of $4.7 million, $9.4 million, $4.4 million and $7.8 million, respectively. The tax benefit recognized related to the compensation cost of these share-based awards was approximately $1.8 million, $3.7 million, $1.7 million and $3.0 million for the three and six month periods ended June 30, 2011 and 2010, respectively.

The following table summarizes stock option activity during the six months ended June 30, 2011. Stock options are granted under our long-term incentive plan, and 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
Outstanding, December 31, 2010			2,256,735				94,796			$	28.38				5.6			$	53,400,867
Granted			110,000				—			$	54.90				—				—
Forfeited			—				—			$	—				—				—
Exercised			(78,933	)			—			$	25.48				—				—
Outstanding, June 30, 2011			2,287,802				94,796			$	29.70				5.3			$	59,378,742
Vested/expected to vest, at June 30, 2011			2,281,668				94,796			$	29.65				5.3			$	59,358,924
Exercisable, June 30, 2011			2,090,770				94,796			$	27.77				5.0			$	58,670,301

Compensation costs related to unvested options totaled $3.8 million at June 30, 2011 and will be recognized over the remaining vesting period of the grants, which averages 2.6 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 2011 include the following: expected volatility of 33.35%, expected term of six years, risk free rate of 2.57% and no dividends. The average grant date fair value of stock options granted in the six months ended June 30, 2011 was $20.36. The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2011 was approximately $2.3 million.

TREEHOUSE FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In addition to stock options, the Company also grants restricted stock, restricted stock units and performance unit awards. These awards are granted under our long-term incentive plan. Employee restricted stock and restricted stock unit awards generally vest based on the passage of time. These awards generally vest one-third on each anniversary of the grant date. Director restricted stock units vest over thirteen months. Certain directors have deferred receipt of their awards until their departure from the Board. A complete description of restricted stock and restricted stock unit awards is presented in the Company’s annual report on Form 10-K for the year ended December 31, 2010. The following table summarizes the restricted stock and restricted stock unit activity during the six months ended June 30, 2011:

						Weighted								Weighted								Weighted
		Employee				Average				Employee				Average				Director				Average
		Restricted				Grant Date				Restricted				Grant Date				Restricted				Grant Date
		Stock				Fair Value				Stock Units				Fair Value				Stock Units				Fair Value
Outstanding, at December 31, 2010			291,628			$	24.32				419,876			$	39.22				62,270			$	32.24
Granted			—				—				126,760			$	54.88				13,230			$	54.90
Vested			(274,292	)		$	24.20				(137,729	)		$	38.08				—				—
Forfeited			(590	)		$	25.46				(8,608	)		$	43.01				—				—
Outstanding, at June 30, 2011			16,746			$	26.34				400,299			$	44.49				75,500			$	36.21

Future compensation costs related to restricted stock and restricted stock units is approximately $15.7 million as of June 30, 2011, and will be recognized on a weighted average basis, over the next 2.1 years. The grant date fair value of the awards granted in 2011 is equal to the Company’s closing stock price on the grant date.

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. As of June 30, 2011, based on achievement of operating performance measures, 72,900 performance units were converted into 145,800 shares of stock. Conversion of these shares was based on attainment of at least 120% of the target performance goals, and resulted in the vesting awards being converted into two shares of stock for each performance unit. The following table summarizes the performance unit activity during the six months ended June 30, 2011:

						Weighted
						Average
		Performance				Grant Date
		Units				Fair Value
Unvested, at December 31, 2010			165,060			$	30.87
Granted			43,050			$	54.90
Vested			(72,900	)			24.06
Forfeited			(1,512	)			28.47
Unvested, at June 30, 2011			133,698			$	42.35

Future compensation cost related to the performance units is estimated to be approximately $5.1 million as of June 30, 2011, and is expected to be recognized over the next 2.3 years.

TREEHOUSE FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

13. Comprehensive Income

The following table sets forth the components of comprehensive income:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2011				2010				2011				2010
		(In thousands)								(In thousands)
Net income		$	14,345			$	21,652			$	34,153			$	37,971
Foreign currency translation adjustment			(1,428	)			(7,773	)			7,375				749
Amortization of pension and postretirement prior service costs and net loss, net of tax			169				137				338				315
Curtailment of postretirement plan, net of tax			—				—				—				862
Amortization of swap loss, net of tax			40				40				80				80
Comprehensive income		$	13,126			$	14,056			$	41,946			$	39,977

The Company expects to amortize $0.7 million of prior service costs and net loss, net of tax and $0.2 million of swap loss, net of tax from other comprehensive income into earnings during 2011.

14. 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.

Effective March 31, 2010, the Company negotiated the transfer of the postretirement union retiree medical plan at the Dixon production facility to the Central States multiemployer plan. The Company transferred its liability to the multiemployer plan and no longer carries a liability for the accumulated benefit obligation of the employees covered under that plan, resulting in a plan curtailment. The curtailment resulted in a gain of $2.4 million, $1.4 million net of tax, which is included in Other operating expense (income), net on the Condensed Consolidated Statements of Income for the six months ended June 30, 2010.

Components of net periodic pension expense are as follows:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2011				2010				2011				2010
		(In thousands)								(In thousands)
Service cost		$	560			$	515			$	1,120			$	1,030
Interest cost			560				551				1,120				1,102
Expected return on plan assets			(592	)			(549	)			(1,184	)			(1,098	)
Amortization of unrecognized net loss			144				124				288				248
Amortization of prior service costs			151				151				302				302
Net periodic pension cost		$	823			$	792			$	1,646			$	1,584

The Company contributed $1.2 million to the pension plans in the first six months of 2011 and expects to contribute approximately $3.6 million in 2011.

TREEHOUSE FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Components of net periodic postretirement expenses are as follows:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2011				2010				2011				2010
		(In thousands)								(In thousands)
Service cost		$	9			$	12			$	18			$	66
Interest cost			31				35				62				84
Amortization of prior service credit			(17	)			(18	)			(35	)			(36	)
Amortization of unrecognized net loss			(3	)			(10	)			(5	)			(11	)
Net periodic postretirement cost		$	20			$	19			$	40			$	103

The Company expects to contribute approximately $0.2 million to the postretirement health plans during 2011.

15. Other Operating Expense (Income), Net

The Company incurred Other operating expense (income), for the three and six months ended June 30, 2011 and 2010, respectively, which consisted of the following:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2011				2010				2011				2010
		(In thousands)								(In thousands)
Facility closing costs		$	1,368			$	—			$	4,065			$	—
Gain on postretirement plan curtailment			—				—				—				(2,357	)
Realignment of infant feeding business			—				1,915				—				1,915
Other			(20	)			104				(67	)			200
Total other operating expense (income), net		$	1,348			$	2,019			$	3,998			$	(242	)

16. Supplemental Cash Flow Information

		Six Months Ended,
		June 30,
		2011				2010
		(In thousands)
Interest paid		$	26,005			$	7,790
Income taxes paid		$	19,582			$	23,012
Accrued purchase of property and equipment		$	5,083			$	3,626
Accrued other intangible assets		$	1,101			$	2,158

Non cash financing activities for the six months ended June 30, 2011 and 2010 include the settlement of 555,322 shares and 890,488, shares, respectively, of restricted stock, restricted stock units and performance units, where shares were withheld to satisfy the minimum statuary tax withholding requirements.

17. 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. The settlement of any such currently pending or threatened matters is not expected to have a material adverse impact on our financial position, annual results of operations or cash flows.

TREEHOUSE FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

18. 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.

Interest rate swaps are entered into to manage interest rate risk associated with the Company’s $750 million revolving credit facility. Interest on our credit facility is variable and use of interest rate swaps establishes a fixed rate over the term of a portion of the facility. The Company’s objective in using an interest rate swap is to establish a fixed interest rate, thereby enabling the Company to predict and manage interest expense and cash flows in a more efficient and effective manner.

The Company’s $50 million interest rate swap agreement swaps floating rate debt for a fixed rate of 2.9% and expires August 19, 2011. The Company did not apply hedge accounting and recorded the fair value of this instrument on its Condensed Consolidated Balance Sheets. The Company recorded income of $0.3 million, $0.6 million, $1.2 million and $1.9 million related to the mark to market adjustment in the three and six months ended June 30, 2011 and 2010, respectively, within the Other expense (income) line of the Condensed Consolidated Statements of Income.

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, within the loss on foreign currency exchange line. The Company realized a gain of approximately $0.5 million and $0.1 million in the three and six months ended June 30, 2011. As of June 30, 2011, the Company had three foreign currency contracts for the purchase of U.S. dollars, all expiring by the end of the third quarter in 2011. The total contracted U.S. dollar amount as of June 30, 2011 is $15.0 million.

Commodity price risk is managed, in part, by using derivatives such as commodity swaps, the objective of which is to establish a fixed commodity cost over the term of the contracts.

As of June 30, 2011, the Company had two types of commodity swap contracts outstanding, one for diesel fuel and one for high density polyethylene (“HDPE”). The Company entered into diesel fuel swap contracts on June 30, 2011 to manage the Company’s risk associated with the underlying cost of diesel fuel used to deliver products. These contracts expire in the third and fourth quarters of 2011. The contract for HDPE is used to manage the Company’s risk associated with the underlying commodity cost of a significant component used in packaging materials.

As of June 30, 2011, the Company had 1.8 million gallons outstanding under diesel contracts, with 0.9 million gallons settling in the third and fourth quarters of 2011. As of June 30, 2011, the company had 1.8 million pounds outstanding under the HDPE swap with 0.3 million pounds settling on a monthly basis. The contract expires on December 31, 2011.

The Company did not apply hedge accounting to the commodity swaps, and they are recorded at fair value on the Company’s Condensed Consolidated Balance Sheets. For the three months ended June 30, 2011 and 2010, the Company realized a loss of $0.2 million, and for the six months ended June 30, 2011 and 2010 a gain of $0.1 million, and a loss of $0.2 million, respectively, related to mark to market adjustments, which are recorded in the Condensed Consolidated Statement of Income, within the Other expense (income) line.

TREEHOUSE FOODS, INC.
NOTES TO 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, 2011				December 31, 2010
						(In thousands)
Liability Derivatives:
Interest rate swap		Accounts payable and accrued expenses				$	229			$	874
Foreign exchange contract		Accounts payable and accrued expenses					93				184
						$	322			$	1,058
Asset Derivative:
Commodity contracts		Prepaid expenses and other current assets				$	468			$	360
						$	468			$	360

19. Fair Value of Financial Instruments

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. As of June 30, 2011, the outstanding balance of the Company’s variable rate debt (revolving credit facility) was $436.0 million, the fair value of which is estimated to be $448.3 million, using a present value technique and market based interest rates and credit spreads. As of June 30, 2011, the carrying value of the Company’s fixed rate senior notes was $100.0 million and fair value was estimated to be $98.6 million based on a present value technique using market based interest rates and credit spreads. The fair value of the Company’s 7.75% high yield notes due March 1, 2018, with an outstanding balance of $400.0 million as of June 30, 2011, was estimated at $427.0 million, based on quoted market prices.

The fair value of the Company’s interest rate swap agreement, as described in Notes 10 and 18, was a liability of approximately $0.2 million as of June 30, 2011. The fair value of the swap was determined using Level 2 inputs, which are inputs other than quoted prices that are observable for an asset or liability, either directly or indirectly. The fair value is based on a market approach, comparing the fixed rate of 2.9% to the current and forward one month LIBOR rates throughout the term of the swap agreement.

The fair value of the Company’s commodity contracts as described in Note 18 was an asset of approximately $0.5 million as of June 30, 2011. The fair value of the commodity contracts were determined using Level 1 inputs. Level 1 inputs are those inputs where quoted prices in active markets for identical assets or liabilities are available.

The fair value of the Company’s foreign exchange contract as described in Note 18 was a liability of $0.1 million as of June 30, 2011, using level 2 inputs, comparing the foreign exchange rate of our contract to the spot rate as of June 30, 2011.

20. Segment Information

The Company manages operations on a company-wide basis, thereby making determinations as to the allocation of resources in total rather than on a segment-level basis. The Company has designated reportable segments based on how management views its business. The Company does not segregate assets between segments for internal reporting. Therefore, asset-related information has not been presented. The 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, gross profit 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 allocated income taxes. Other expenses not allocated include unallocated selling and distribution expenses and corporate expenses which consist of general and administrative expenses, amortization expense, other operating (income) expense, and other expense (income). 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 our 2010 Consolidated Financial Statements contained in our Annual Report on Form 10-K.

TREEHOUSE FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2011				2010				2011				2010
		(In thousands)								(In thousands)
Net sales to external customers:
North American Retail Grocery		$	350,861			$	307,526			$	704,324			$	569,105
Food Away From Home			79,179				80,269				153,406				153,747
Industrial and Export			62,580				58,400				128,403				120,467
Total		$	492,620			$	446,195			$	986,133			$	843,319
Direct operating income:
North American Retail Grocery		$	54,102			$	52,218			$	117,046			$	94,119
Food Away From Home			10,089				12,608				20,141				22,120
Industrial and Export			10,592				11,158				23,414				22,990
Total			74,783				75,984				160,601				139,229
Unallocated selling and distribution expenses			(901	)			(721	)			(2,053	)			(1,984	)
Unallocated corporate expense			(40,269	)			(34,390	)			(80,211	)			(65,054	)
Operating income			33,613				40,873				78,337				72,191
Other expense			(12,370	)			(8,616	)			(27,159	)			(15,330	)
Income before income taxes		$	21,243			$	32,257			$	51,178			$	56,861

Geographic Information — The Company had revenues to customers outside of the United States of approximately 12.9% and 13.9% of total consolidated net sales in the six months ended June 30, 2011 and 2010, respectively, with 12.1% and 13.1% going to Canada, respectively.

Major Customers — Wal-Mart Stores, Inc. and affiliates accounted for approximately 20.0% and 17.8% of consolidated net sales in the six months ended June 30, 2011 and 2010, 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, 2011 and 2010. Certain product sales for 2010 have been reclassified to conform to the current period presentation due to enhanced information reporting available with the new enterprise resource planning (“ERP”) software system.

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2011				2010				2011				2010
		(In thousands)								(In thousands)
Products:
Pickles		$	87,682			$	91,367			$	158,136			$	165,756
Non-dairy creamer			74,372				68,321				156,402				152,613
Soup and infant feeding			59,094				59,369				132,493				137,129
Powdered drinks			57,918				51,990				113,806				66,380
Salad dressing			61,297				57,296				112,650				107,482
Mexican and other sauces			52,489				51,655				99,679				97,416
Hot cereals			30,971				25,516				71,725				34,921
Dry dinners			24,032				—				52,802				—
Aseptic products			23,083				21,764				45,019				43,617
Jams			19,200				15,116				35,304				30,060
Other products			2,482				3,801				8,117				7,945
Total net sales		$	492,620			$	446,195			$	986,133			$	843,319

TREEHOUSE FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

21. Guarantor and Non-Guarantor Financial Information

On March 2, 2010, the Company issued $400 million 7.75% high yield notes due March 1, 2018, which are guaranteed by its wholly owned subsidiaries Bay Valley Foods, LLC; EDS Holdings, LLC; Sturm Foods, Inc.; STSF Holdings, Inc. and S.T. Specialty Foods, Inc. and certain other of our subsidiaries that may become guarantors from time to time in accordance with the applicable indenture and may fully, jointly, severally and unconditionally guarantee our payment obligations under any series of debt securities offered. 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 consolidating financial information presents the results of operations, financial position and cash flows of TreeHouse Foods, Inc., 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, 2011 and 2010 and for the three and six months ended June 30, 2011 and 2010. 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, 2011
(In thousands)

		Parent				Guarantor				Non-Guarantor
		Company				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Assets
Current assets:
Cash and cash equivalents		$	—			$	11			$	2,336			$	—			$	2,347
Receivables, net			50				93,635				23,320				—				117,005
Inventories, net			—				280,851				39,821				—				320,672
Deferred income taxes			339				2,846				175				—				3,360
Assets held for sale			—				4,081				—				—				4,081
Prepaid expenses and other current assets			1,240				8,912				533				—				10,685
Total current assets			1,629				390,336				66,185				—				458,150
Property, plant and equipment, net			13,793				343,421				35,041				—				392,255
Goodwill			—				963,400				115,901				—				1,079,301
Investment in subsidiaries			1,293,373				165,674				—				(1,459,047	)			—
Intercompany accounts receivable, net			625,248				(523,780	)			(101,468	)			—				—
Deferred income taxes			13,106				—				—				(13,106	)			—
Identifiable intangible and other assets, net			47,460				346,919				83,634				—				478,013
Total assets		$	1,994,609			$	1,685,970			$	199,293			$	(1,472,153	)		$	2,407,719
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses		$	20,689			$	167,642			$	17,169			$	—			$	205,500
Current portion of long-term debt			—				1,226				6				—				1,232
Total current liabilities			20,689				168,868				17,175				—				206,732
Long-term debt			925,633				14,691				—				—				940,324
Deferred income taxes			6,438				185,675				16,444				(13,106	)			195,451
Other long-term liabilities			18,149				23,363				—				—				41,512
Stockholders’ equity			1,023,700				1,293,373				165,674				(1,459,047	)			1,023,700
Total liabilities and stockholders’ equity		$	1,994,609			$	1,685,970			$	199,293			$	(1,472,153	)		$	2,407,719

Condensed Supplemental Consolidating Balance Sheet
December 31, 2010
(In thousands)

		Parent				Subsidiary				Non-Guarantor
		Company				Guarantors				Subsidiaries				Eliminations				Consolidated
Assets
Current assets:
Cash and cash equivalents		$	—			$	6			$	6,317			$	—			$	6,323
Accounts receivable, net			3,381				104,227				19,036				—				126,644
Inventories, net			—				251,993				35,402				—				287,395
Deferred income taxes			339				2,916				244				—				3,499
Assets held for sale			—				4,081				—				—				4,081
Prepaid expenses and other current assets			1,299				10,997				565				—				12,861
Total current assets			5,019				374,220				61,564				—				440,803
Property, plant and equipment, net			12,722				337,634				35,835				—				386,191
Goodwill			—				963,031				113,290				—				1,076,321
Investment in subsidiaries			1,216,618				140,727				—				(1,357,345	)			—
Intercompany accounts receivable, net			703,283				(586,789	)			(116,494	)			—				—
Deferred income taxes			13,179				—				—				(13,179	)			—
Identifiable intangible and other assets, net			45,005				358,805				84,123				—				487,933
Total assets		$	1,995,826			$	1,587,628			$	178,318			$	(1,370,524	)		$	2,391,248
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued expenses		$	33,363			$	147,889			$	21,132			$	—			$	202,384
Current portion of long-term debt			—				976				—				—				976
Total current liabilities			33,363				148,865				21,132				—				203,360
Long-term debt			963,014				13,438				—				—				976,452
Deferred income taxes			6,210				185,427				16,459				(13,179	)			194,917
Other long-term liabilities			15,273				23,280				—				—				38,553
Shareholders’ equity			977,966				1,216,618				140,727				(1,357,345	)			977,966
Total liabilities and shareholders’ equity		$	1,995,826			$	1,587,628			$	178,318			$	(1,370,524	)		$	2,391,248