10-Q

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

For the Quarterly Period Ended June 30, 2011.

or

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

For the Transition Period from            to

Commission File Number 001-32504

TreeHouse Foods, Inc.

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

Delaware
(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

2

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.

3

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.

4

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.

5

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.

6

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.

7

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.

8

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.

9

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

(1) Incremental shares from stock options, restricted stock, restricted stock units, and performance units are computed by the treasury stock method. Stock options, restricted stock, restricted stock units, and performance units excluded from our computation of diluted earnings per share because they were anti-dilutive, were 110,000 and 365,720 for the three and six months ended June 30, 2011, respectively, and 276,620 for the three and six months ended June 30, 2010.

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.

10

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.

11

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.

12

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.

13

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.

14

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.

15

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

16

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.

17

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

18

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

19

Condensed Supplemental Consolidating Statement of Income
Three Months Ended June 30, 2011
(In thousands)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	424,684		$	75,141		$	(7,205	)	$	492,620
Cost of sales		—			332,516			57,869			(7,205	)		383,180
Gross profit		—			92,168			17,272			—			109,440
Selling, general and administrative expense		14,587			43,646			7,927			—			66,160
Amortization		741			6,292			1,286			—			8,319
Other operating expense, net		—			1,348			—			—			1,348
Operating (loss) income		(15,328	)		40,882			8,059			—			33,613
Interest expense (income), net		12,571			(2,724	)		3,623			—			13,470
Other income, net		(331	)		26			(795	)		—			(1,100	)
(Loss) income before income taxes		(27,568	)		43,580			5,231			—			21,243
Income taxes (benefit)		(9,369	)		14,858			1,409			—			6,898
Equity in net income of subsidiaries		32,544			3,822			—			(36,366	)		—
Net income	$	14,345		$	32,544		$	3,822		$	(36,366	)	$	14,345

Condensed Supplemental Consolidating Statement of Income
Three Months Ended June 30, 2010
(In thousands)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	388,850		$	64,812		$	(7,467	)	$	446,195
Cost of sales		—			297,191			50,321			(7,467	)		340,045
Gross profit		—			91,659			14,491			—			106,150
Selling, general and administrative expense		9,911			39,813			6,247			—			55,971
Amortization		132			5,976			1,179			—			7,287
Other operating expense, net		—			2,019			—			—			2,019
Operating (loss) income		(10,043	)		43,851			7,065			—			40,873
Interest expense (income), net		11,710			(3,366	)		3,435			—			11,779
Other income, net		(1,235	)		(371	)		(1,557	)		—			(3,163	)
(Loss) income before income taxes		(20,518	)		47,588			5,187			—			32,257
Income taxes (benefit)		(7,420	)		16,455			1,570			—			10,605
Equity in net income of subsidiaries		34,750			3,617			—			(38,367	)		—
Net income	$	21,652		$	34,750		$	3,617		$	(38,367	)	$	21,652

20

Condensed Supplemental Consolidating Statement of Income
Six Months Ended June 30, 2011
(In thousands)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	862,020		$	139,271		$	(15,158	)	$	986,133
Cost of sales		—			663,068			107,857			(15,158	)		755,767
Gross profit		—			198,952			31,414			—			230,366
Selling, general and administrative expense		29,092			89,897			12,674			—			131,663
Amortization		1,305			12,516			2,547			—			16,368
Other operating expense, net		—			3,998			—			—			3,998
Operating (loss) income		(30,397	)		92,541			16,193			—			78,337
Interest expense (income), net		26,228			(6,044	)		7,137			—			27,321
Other (income) expense, net		(645	)		648			(165	)		—			(162	)
(Loss) income before income taxes		(55,980	)		97,937			9,221			—			51,178
Income taxes (benefit)		(21,089	)		35,639			2,475			—			17,025
Equity in net income of subsidiaries		69,044			6,746			—			(75,790	)		—
Net income	$	34,153		$	69,044		$	6,746		$	(75,790	)	$	34,153

Condensed Supplemental Consolidating Statement of Income
Six Months Ended June 30, 2010
(In thousands)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	734,801		$	122,969		$	(14,451	)	$	843,319
Cost of sales		—			563,833			99,009			(14,451	)		648,391
Gross profit		—			170,968			23,960			—			194,928
Selling, general and administrative expense		25,780			73,653			11,812			—			111,245
Amortization		263			9,144			2,327			—			11,734
Other operating income, net		—			(242	)		—			—			(242	)
Operating (loss) income		(26,043	)		88,413			9,821			—			72,191
Interest expense (income), net		18,338			(6,527	)		6,795			—			18,606
Other (income) expense, net		(1,926	)		1,388			(2,738	)		—			(3,276	)
(Loss) income before income taxes		(42,455	)		93,552			5,764			—			56,861
Income taxes (benefit)		(15,232	)		32,355			1,767			—			18,890
Equity in net income of subsidiaries		65,194			3,997			—			(69,191	)		—
Net income	$	37,971		$	65,194		$	3,997		$	(69,191	)	$	37,971

21

Condensed Supplemental Consolidating Statement of Cash Flows
Six Months Ended June 30, 2011
(In thousands)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	(34,017	)	$	108,219		$	(3,166	)	$	—	$	71,036
Cash flows from investing activities:
Additions to property, plant and equipment		(1,518	)		(26,873	)		(1,448	)		—		(29,839	)
Additions to other intangible assets		(4,035	)		(2,148	)		—			—		(6,183	)
Acquisition of business, net of cash acquired		—			3,243			—			—		3,243
Proceeds from sale of fixed assets		—			56			—			—		56
Net cash used in investing activities		(5,553	)		(25,722	)		(1,448	)		—		(32,723	)
Cash flows from financing activities:
Borrowings under revolving credit facility		125,600			—			—			—		125,600
Payments under revolving credit facility		(162,200	)		—			—			—		(162,200	)
Payments on capitalized lease obligations		—			(599	)		—			—		(599	)
Intercompany transfer		81,893			(81,893	)		—			—		—
Excess tax benefits from stock-based compensation		3,671			—			—			—		3,671
Net payments related to stock-based award activities		(9,394	)		—			—			—		(9,394	)
Net cash provided by financing activities		39,570			(82,492	)		—			—		(42,922	)
Effect of exchange rate changes on cash and cash equivalents		—			—			633			—		633
Net (decrease) increase in cash and cash equivalents		—			5			(3,981	)		—		(3,976	)
Cash and cash equivalents, beginning of period		—			6			6,317			—		6,323
Cash and cash equivalents, end of period	$	—		$	11		$	2,336		$	—	$	2,347

Condensed Supplemental Consolidating Statement of Cash Flows
Six Months Ended June 30, 2010
(In thousands)

	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	(16,357	)	$	129,783		$	3,336		$	—	$	116,762
Cash flows from investing activities:
Additions to property, plant and equipment		(17	)		(13,192	)		(3,416	)		—		(16,625	)
Additions to other intangible assets		(5,135	)		(15	)		(1,464	)		—		(6,614	)
Acquisition of business, net of cash acquired		—			(664,655	)		—			—		(664,655	)
Net cash used in investing activities		(5,152	)		(677,862	)		(4,880	)		—		(687,894	)
Cash flows from financing activities:
Proceeds from sale of fixed assets		400,000			—			—			—		400,000
Borrowings under revolving credit facility		270,900			—			—			—		270,900
Payments under revolving credit facility		(187,100	)		—			—			—		(187,100	)
Payments on capitalized lease obligations		—			(488	)		(99	)		—		(587	)
Intercompany transfer		(549,501	)		549,501			—			—		—
Proceeds from issuance of common stock, net of expenses		110,688			—			—			—		110,688
Payment of deferred financing costs		(10,783	)		—			—			—		(10,783	)
Excess tax (deficiency) benefits from stock-based payment arrangements		(440	)		—			—			—		(440	)
Net payments related to stock-based award activities		(12,256	)		—			—			—		(12,256	)
Net cash provided by financing activities		21,508			549,013			(99	)		—		570,422
Effect of exchange rate changes on cash and cash equivalents		—			—			(258	)		—		(258	)
Net decrease in cash and cash equivalents		(1	)		934			(1,901	)		—		(968	)
Cash and cash equivalents, beginning of period		1			8			4,406			—		4,415
Cash and cash equivalents, end of period	$	—		$	942		$	2,505		$	—	$	3,447

22

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. Its products include non-dairy powdered coffee creamers; canned soups; salad dressings and sauces; sugar free drink mixes and sticks; instant oatmeal and hot cereals; macaroni and cheese; skillet dinners; Mexican sauces; jams and pie fillings; pickles and related products; infant feeding products; aseptic sauces; refrigerated salad dressings; and liquid non-dairy creamer. TreeHouse believes it is the largest manufacturer of pickles and non-dairy powdered creamer in the United States and the largest manufacturer of private label salad dressings, 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, 2011 and 2010. 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, gross profit 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.

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; salad dressings and sauces; pickles and related products; Mexican sauces; jams and pie fillings; aseptic products; liquid non-dairy creamer; powdered drinks; hot cereals; macaroni and cheese and skillet dinners.

Our Food Away From Home segment sells non-dairy powdered creamers, pickle products, Mexican sauces, refrigerated dressings, aseptic products and hot cereals 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; pickles; Mexican sauces; infant feeding products and refrigerated dressings. Export sales are primarily to industrial customers outside of North America.

The Company continues its effort to focus on volume, cost containment and margin improvement. This strategy combined with the acquisitions of Sturm and S.T. Foods, has increased our net sales for the three and six months ended June 30, 2011 by approximately 10.4% and 16.9%, respectively, versus the same periods last year. However, the Company has been challenged by rising input and distribution costs that have caused in our direct operating income margins to decrease from 17.0% in the second quarter of 2010 to 15.2% in the second quarter of 2011. Direct operating income margins for the six months ended June 30, 2011 and 2010 were 16.3% and 16.5%, respectively. To offset rising costs, the Company increased prices and expects to realize them in the second half of the year.

23

Recent Developments

With the success to date of the Company’s ongoing ERP systems implementation, a decision was made to accelerate the conversion of the Sturm and S.T. Foods acquisitions to SAP, while maintaining an aggressive rollout to our distribution centers. This acceleration will require an additional investment of approximately $5.0 million.

On February 28, 2011, the Company announced plans to close its pickle plant in Springfield, Missouri. Production at the facility will cease in August 2011 and will be consolidated at other pickle facilities. Full plant closure is expected to occur by December 2011. 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, approximately $0.8 million in severance and other charges, and $0.3 million in costs to transfer inventory to other manufacturing facilities.

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,
	2011						2010						2011						2010
	Dollars			Percent			Dollars			Percent			Dollars			Percent			Dollars			Percent
				(Dollars in thousands)												(Dollars in thousands)
Net sales	$	492,620			100.0	%	$	446,195			100.0	%	$	986,133			100.0	%	$	843,319			100.0	%
Cost of sales		383,180			77.8			340,045			76.2			755,767			76.6			648,391			76.9
Gross profit		109,440			22.2			106,150			23.8			230,366			23.4			194,928			23.1
Operating expenses:
Selling and distribution		35,558			7.2			30,887			6.9			71,818			7.3			57,683			6.8
General and administrative		30,602			6.2			25,084			5.6			59,845			6.1			53,562			6.3
Other operating expense (income), net		1,348			0.3			2,019			0.5			3,998			0.4			(242	)		—
Amortization expense		8,319			1.7			7,287			1.7			16,368			1.7			11,734			1.4
Total operating expenses		75,827			15.4			65,277			14.7			152,029			15.5			122,737			14.5
Operating income		33,613			6.8			40,873			9.1			78,337			7.9			72,191			8.6
Other expenses (income):
Interest expense, net		13,470			2.7			11,779			2.6			27,321			2.7			18,606			2.2
(Gain) loss on foreign currency exchange		(875	)		(0.2	)		(2,170	)		(0.5	)		555			0.1			(2,070	)		(0.2	)
Other income, net		(225	)		—			(993	)		(0.2	)		(717	)		(0.1	)		(1,206	)		(0.1	)
Total other expense		12,370			2.5			8,616			1.9			27,159			2.7			15,330			1.9
Income before income taxes		21,243			4.3			32,257			7.2			51,178			5.2			56,861			6.7
Income taxes		6,898			1.4			10,605			2.4			17,025			1.7			18,890			2.2
Net income	$	14,345			2.9	%	$	21,652			4.8	%	$	34,153			3.5	%	$	37,971			4.5	%

Three Months Ended June 30, 2011 Compared to Three Months Ended June 30, 2010

Net Sales — Second quarter net sales increased 10.4% to $492.6 million in 2011 compared to $446.2 million in the second quarter of 2010. The increase is partially driven by the acquisition of S.T. Foods in 2010 and price increases to offset increasing input costs. Net sales by segment are shown in the following table:

	Three Months Ended June 30,
					$ Increase/			% Increase/
	2011		2010		(Decrease)			(Decrease)
			(Dollars in thousands)
North American Retail Grocery	$	350,861	$	307,526	$	43,335			14.1	%
Food Away From Home		79,179		80,269		(1,090	)		(1.4	)%
Industrial and Export		62,580		58,400		4,180			7.2	%
Total	$	492,620	$	446,195	$	46,425			10.4	%

24

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 77.8% in the second quarter of 2011 compared to 76.2% in 2010. Contributing to the increase in cost of sales, as a percent of net sales, is the increase in the cost of ingredients, packaging supplies and warehouse start-up costs associated with the consolidation of the Company’s distribution network.

Operating Expenses — Total operating expenses were $75.8 million during the second quarter of 2011 compared to $65.3 million in 2010. The increase in 2011 resulted from the following:

Selling and distribution expenses increased $4.7 million or 15.1% in the second quarter of 2011 compared to 2010 primarily due to the addition of S.T. Foods. Selling and distribution expenses as a percentage of total revenues increased to 7.2% in 2011 from 6.9% in 2010, mainly due to increases in distribution costs.

General and administrative expenses increased $5.5 million in the second quarter of 2011 compared to 2010. The increase is primarily related to incremental general and administrative costs of the S.T. Foods acquisition and costs related to the ERP systems implementation.

Other operating expenses were $1.3 million in the second quarter of 2011 consisting primarily of facility closing costs of the Springfield, Missouri pickle plant, compared to $2.0 million in 2010 due to the realignment of the infant feeding business.

Amortization expense increased $1.0 million in the second quarter of 2011 compared to 2010, due primarily to the additional intangible assets acquired in the S.T. Foods acquisition and amortization of capitalized ERP system costs.

Interest Expense, net — Interest expense increased to $13.5 million in the second quarter of 2011, compared to $11.8 million in 2010 primarily due to an increase in debt resulting from the S.T. Foods acquisition and higher borrowing costs.

Foreign Currency — The Company’s foreign currency gain was $0.5 million for the three months ended June 30, 2011 compared to a gain of $2.2 million in 2010, due to fluctuations in currency exchange rates between the U.S. and Canadian dollar.

Income Taxes — Income tax expense was recorded at an effective rate of 32.5% in the second quarter of 2011 compared to 32.9% in the prior year’s quarter.

Three Months Ended June 30, 2011 Compared to Three Months Ended June 30, 2010 — Results by Segment

North American Retail Grocery —

	Three Months Ended June 30,
	2011					2010
	Dollars		Percent			Dollars		Percent
			(Dollars in thousands)
Net sales	$	350,861		100.0	%	$	307,526		100.0	%
Cost of sales		268,627		76.6			231,763		75.4
Gross profit		82,234		23.4			75,763		24.6
Freight out and commissions		19,235		5.5			14,189		4.6
Direct selling and marketing		8,897		2.5			9,356		3.0
Direct operating income	$	54,102		15.4	%	$	52,218		17.0	%

Net sales in the North American Retail Grocery segment increased by $43.3 million, or 14.1% in the second quarter of 2011 compared to 2010. The change in net sales from 2010 to 2011 was due to the following:

	Dollars			Percent
	(Dollars in thousands)
2010 Net sales	$	307,526
Volume		11,191			3.6	%
Pricing		2,707			0.9
Acquisition		27,592			9.0
Foreign currency		3,406			1.1
Mix/other		(1,561	)		(0.5	)
2011 Net sales	$	350,861			14.1	%

25

The increase in net sales from 2010 to 2011 resulted primarily from the acquisition of S.T. Foods in 2010, higher volume, price increases and foreign currency fluctuations partially offset by an unfavorable product mix. Overall volume is higher in the second quarter of 2011 compared to that of 2010, primarily due to increases in the soup category.

Cost of sales as a percentage of net sales increased from 75.4% in the second quarter of 2010 to 76.6% in 2011 primarily due to higher ingredient and packaging costs and warehouse start-up costs partially offset by price increases.

Freight out and commissions paid to independent sales brokers were $19.2 million in the second quarter of 2011 compared to $14.2 million in 2010, an increase of 35.6%, primarily due to the addition of S.T. Foods and increases in distribution costs.

Direct selling and marketing expenses were approximately $8.9 million in the second quarter of 2011 and $9.4 million in 2010.

Food Away From Home —

	Three Months Ended June 30,
	2011					2010
	Dollars		Percent			Dollars		Percent
			(Dollars in thousands)
Net sales	$	79,179		100.0	%	$	80,269		100.0	%
Cost of sales		64,156		81.0			62,865		78.3
Gross profit		15,023		19.0			17,404		21.7
Freight out and commissions		3,103		4.0			2,732		3.4
Direct selling and marketing		1,831		2.3			2,064		2.6
Direct operating income	$	10,089		12.7	%	$	12,608		15.7	%

Net sales in the Food Away From Home segment decreased by $1.1 million, or 1.4%, in the second quarter of 2011 compared to the prior year. The change in net sales from 2010 to 2011 was due to the following:

	Dollars			Percent
	(Dollars in thousands)
2010 Net sales	$	80,269
Volume		(5,878	)		(7.3	)%
Pricing		325			0.4
Acquisition		278			0.3
Foreign currency		525			0.7
Mix/other		3,660			4.5
2011 Net sales	$	79,179			(1.4	)%

Net sales decreased during the second quarter of 2011 compared to 2010 primarily due to decreases in volume in our pickle category partially offset by a positive product mix.

Cost of sales as a percentage of net sales increased from 78.3% in the second quarter of 2010 to 81.0% in 2011 due to higher ingredient and packaging costs.

Freight out and commissions paid to independent sales brokers were $3.1 million in the second quarter of 2011 compared to $2.7 million in 2010, an increase of 13.6%, primarily due to increased distribution costs.

Direct selling and marketing was $1.8 million in the second quarter of 2011 and $2.1 million in 2010.

26

Industrial and Export —

	Three Months Ended June 30,
	2011					2010
	Dollars		Percent			Dollars		Percent
			(Dollars in thousands)
Net sales	$	62,580		100.0	%	$	58,400		100.0	%
Cost of sales		50,397		80.5			45,417		77.8
Gross profit		12,183		19.5			12,983		22.2
Freight out and commissions		1,048		1.7			1,363		2.3
Direct selling and marketing		543		0.9			462		0.8
Direct operating income	$	10,592		16.9	%	$	11,158		19.1	%

Net sales in the Industrial and Export segment increased $4.2 million or 7.2% in the second quarter of 2011 compared to the prior year. The change in net sales from 2010 to 2011 was due to the following:

	Dollars			Percent
	(Dollars in thousands)
2010 Net sales	$	58,400
Volume		(3,338	)		(5.7	)%
Pricing		3,499			6.0
Acquisition		—			—
Foreign currency		107			0.2
Mix/other		3,912			6.7
2011 Net sales	$	62,580			7.2	%

The increase in net sales is due to price increases and a favorable product mix, partially offset by lower volume in our co-pack soup business.

Cost of sales as a percentage of net sales increased from 77.8% in the second quarter of 2010 to 80.5% in 2011 primarily due to higher ingredient and packaging costs.

Freight out and commissions paid to independent sales brokers were $1.0 million in the second quarter of 2011 and $1.4 million 2010, a decrease of 23.1% due to the decrease in volume partially offset by increases in distribution costs.

Direct selling and marketing was $0.5 million in the second quarter of 2011 and 2010.

Six Months Ended June 30, 2011 Compared to Six Months Ended June 30, 2010

Net Sales — Net sales increased 16.9% to $986.1 million in the first six months of 2011 compared to $843.3 million in the first six months of 2010. The increase is driven by the acquisitions of Sturm and S.T. Foods in 2010, increases in pricing needed to offset higher input costs, favorable foreign currency exchange rates between the U.S. and Canadian dollar and a favorable product mix. Net sales by segment are shown in the following table:

	Six Months Ended June 30,
					$ Increase/			% Increase/
	2011		2010		(Decrease)			(Decrease)
			(Dollars in thousands)
North American Retail Grocery	$	704,324	$	569,105	$	135,219			23.8	%
Food Away From Home		153,406		153,747		(341	)		(0.2	)%
Industrial and Export		128,403		120,467		7,936			6.6	%
Total	$	986,133	$	843,319	$	142,814			16.9	%

27

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 76.6% in the first six months of 2011 compared to 76.9% in 2010. Contributing to the reduction in cost of sales, as a percent of net sales, is a favorable mix of sales from Sturm and S.T. Foods, partially offset by lower margins in legacy product categories resulting from an increase in ingredient and packaging costs and warehouse start-up costs associated with the consolidation of the Company’s distribution network. The underlying commodity cost of most raw materials and packaging supplies has increased in the six months ended June 30, 2011.

Operating Expenses — Total operating expenses were $152.0 million during the first six months of 2011 compared to $122.7 million in 2010. The increase in 2011 resulted from the following:

Selling and distribution expenses increased $14.1 million or 24.5% in the first six months of 2011 compared to 2010 primarily due to the addition of Sturm and S.T. Foods. Selling and distribution expenses as a percentage of total revenues increased to 7.3% in 2011 from 6.8% in 2010, mainly due to increases in distribution costs.

General and administrative expenses increased $6.3 million in the first six months of 2011 compared to 2010. The increase is primarily related to incremental general and administrative costs of Sturm and S.T. Foods and costs related to the ERP systems implementation.

Amortization expense increased $4.6 million in the first six months of 2011 compared to the first six months of 2010, due primarily to the additional intangible assets acquired in the Sturm and S.T. Foods acquisitions and amortization of capitalized SAP systems cost.

Other operating expense was $4.0 million in the first six months of 2011 compared to operating income of $0.2 million in the first six months of 2010. Expense in 2011 relates to facility closings, primarily the closing of the Springfield, Missouri pickle plant. Income in 2010 was primarily related to the postretirement benefit plan curtailment at our Dixon facility, offset by costs associated with the realignment of the infant feeding business.

Interest Expense, net — Interest expense increased to $27.3 million in the first six months of 2011, compared to $18.6 million in 2010, primarily due to an increase in debt resulting from the Sturm and S.T. Foods acquisitions and higher borrowing costs.

Foreign Currency — The Company’s foreign currency loss was $0.9 million for the six months ended June 30, 2011 compared to a gain of $2.1 million in 2010, due to fluctuations in currency exchange rates between the U.S. and Canadian dollar.

Income Taxes — Income tax expense was recorded at an effective rate of 33.3% in the first six months of 2011 compared to 33.2% in 2010. The Company’s effective tax rate is favorably impacted by an intercompany financing structure with E.D. Smith.

Six Months Ended June 30, 2011 Compared to Six Months Ended June 30, 2010 — Results by Segment

North American Retail Grocery —

	Six Months Ended June 30,
	2011					2010
	Dollars		Percent			Dollars		Percent
			(Dollars in thousands)
Net sales	$	704,324		100.0	%	$	569,105		100.0	%
Cost of sales		530,670		75.4			431,932		75.9
Gross profit		173,654		24.6			137,173		24.1
Freight out and commissions		38,766		5.5			27,366		4.8
Direct selling and marketing		17,842		2.5			15,688		2.8
Direct operating income	$	117,046		16.6	%	$	94,119		16.5	%

Net sales in the North American Retail Grocery segment increased by $135.2 million, or 23.8% in the first six months of 2011 compared to the first quarter of 2010. The change in net sales from 2010 to 2011 was due to the following:

28

	Dollars			Percent
	(Dollars in thousands)
2010 Net sales	$	569,105
Volume		16,965			3.0	%
Pricing		1,392			0.2
Acquisition		116,346			20.5
Foreign currency		5,951			1.1
Mix/other		(5,435	)		(1.0	)
2011 Net sales	$	704,324			23.8	%

The increase in net sales from 2010 to 2011 resulted from the acquisition of Sturm and S.T. Foods, foreign currency fluctuations, and higher unit sales offset by an unfavorable product mix. Overall volume is higher in the first six months of 2011 compared to that of 2010, primarily due to increases in the soup category.

Cost of sales as a percentage of net sales decreased from 75.9% in the first six months of 2010 to 75.4% in 2011 primarily due to a favorable mix of sales from Sturm and S.T. Foods partially offset by higher ingredient and packaging costs and warehouse start-up costs.

Freight out and commissions paid to independent sales brokers were $38.8 million in the first six months of 2011 compared to $27.4 million in 2010, an increase of 41.7%, primarily due to the addition of Sturm and S.T. Foods and increases in distribution costs.

Direct selling and marketing expenses increased $2.2 million, or 13.7% in the first six months of 2011 compared to 2010 primarily due to the Sturm and S.T. Foods acquisitions.

Food Away From Home —

	Six Months Ended June 30,
	2011					2010
	Dollars		Percent			Dollars		Percent
			(Dollars in thousands)
Net sales	$	153,406		100.0	%	$	153,747		100.0	%
Cost of sales		123,582		80.6			122,597		79.7
Gross profit		29,824		19.4			31,150		20.3
Freight out and commissions		5,670		3.7			5,162		3.4
Direct selling and marketing		4,013		2.6			3,868		2.5
Direct operating income	$	20,141		13.1	%	$	22,120		14.4	%

Net sales in the Food Away From Home segment decreased by $0.3 million, or 0.2%, in the first six months of 2011 compared to the prior year. The change in net sales from 2010 to 2011 was due to the following:

	Dollars			Percent
	(Dollars in thousands)
2010 Net sales	$	153,747
Volume		(10,866	)		(7.1	)%
Pricing		(65	)		—
Acquisition		3,170			2.1
Foreign currency		916			0.6
Mix/other		6,504			4.2
2011 Net sales	$	153,406			(0.2	)%

29

Net sales decreased during the first six months of 2011 compared to 2010 primarily due to decreases in volume in our pickle category partially offset by the acquisition of Sturm, foreign currency fluctuations and a positive product mix.

Cost of sales as a percentage of net sales increased from 79.7% in the first six months of 2010 to 80.6% in 2011, due to increases in raw material, ingredient and packaging costs.

Freight out and commissions paid to independent sales brokers were $5.7 million in the first six months of 2011 compared to $5.2 million in 2010 due to the addition of Sturm and increased distribution costs.

Direct selling and marketing was $4.0 million in the first six months of 2011 compared to $3.9 million in 2010.

Industrial and Export —

	Six Months Ended June 30,
	2011					2010
	Dollars		Percent			Dollars		Percent
			(Dollars in thousands)
Net sales	$	128,403		100.0	%	$	120,467		100.0	%
Cost of sales		101,515		79.1			93,862		77.9
Gross profit		26,888		20.9			26,605		22.1
Freight out and commissions		2,399		1.9			2,724		2.3
Direct selling and marketing		1,075		0.8			891		0.7
Direct operating income	$	23,414		18.2	%	$	22,990		19.1	%

Net sales in the Industrial and Export segment increased $7.9 million or 6.6% in the first six months of 2011 compared to the prior year. The change in net sales from 2010 to 2011 was due to the following:

	Dollars			Percent
	(Dollars in thousands)
2010 Net sales	$	120,467
Volume		(7,976	)		(6.6	)%
Pricing		7,029			5.8
Acquisition		1,963			1.6
Foreign currency		192			0.2
Mix/other		6,728			5.6
2011 Net sales	$	128,403			6.6	%

The increase in net sales is primarily due to price increases, a favorable product mix and the addition of the Sturm co-pack business. The lower volume is mainly due to a decrease in the co-pack soup business.

Cost of sales, as a percentage of net sales, increased from 77.9% in the first six months of 2010 to 79.1% in 2011 primarily due to cost increases in raw material, ingredient and packaging costs.

Freight out and commissions paid to independent sales brokers were $2.4 million in the first six months of 2011 compared to $2.7 million in 2010, a decrease of 11.9%, due to the decrease in sales volume partially offset by increases in distribution costs.

Direct selling and marketing was $1.1 million in the first six months of 2011 compared to $0.9 million in 2010.

30

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 $304.8 million was available under the revolving credit facility as of June 30, 2011. See Note 10 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 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,
	2011			2010
	(In thousands)
Cash flows from operating activities:
Net income	$	34,153		$	37,971
Depreciation and amortization		40,347			32,497
Stock-based compensation		9,449			7,798
Loss on foreign currency exchange		720			668
Write-down of tangible assets		2,330			—
Curtailment of postretirement benefit obligation		—			(2,357	)
Deferred income taxes		907			7,199
Changes in operating assets and liabilities, net of acquisitions		(12,710	)		32,455
Other		(4,160	)		531
Net cash provided by operating activities	$	71,036		$	116,762

Our cash from operations was $71.0 million in the first six months of 2011 compared to $116.8 million 2010, a decrease of $45.8 million. The decrease in cash from operating activities is due to an increase in working capital, primarily resulting from higher input costs of our inventories.

	Six Months Ended
	June 30,
	2011			2010
	(In thousands)
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	)
Other		56			—
Net cash used in investing activities	$	(32,723	)	$	(687,894	)

In the first six months of 2011, cash used in investing activities decreased by $655.2 million compared to 2010 primarily due to the acquisition of Sturm in 2010 for $664.7 million.

We expect capital spending programs to be approximately $85 million in 2011. Capital spending in 2011 will focus on food safety, quality, productivity improvements, improvements to our San Antonio facility, installation of an Enterprise Resource Planning system (ERP) and routine equipment upgrades or replacements at our plants, and will be funded with cash from operations.

31

	Six Months Ended
	June 30,
	2011			2010
	(In thousands)
Cash flows from financing activities:
Proceeds from issuance of debt for acquisitions	$	—		$	400,000
Borrowings under revolving credit facility		125,600			270,900
Payments under revolving credit facility		(162,200	)		(187,100	)
Proceeds from issuance of common stock, net of expenses		—			110,688
Payment of deferred financing costs		—			(10,783	)
Net payments related to stock-based award activities		(9,394	)		(12,256	)
Other		3,072			(1,027	)
Net cash (used in) provided by financing activities	$	(42,922	)	$	570,422

Net cash used in financing activities in 2011 was $43.0 million compared to $570.4 million provided by financing activities in 2010. In the first six months of 2010, we issued $400.0 million of new debt, common stock in the net amount of $110.7 million and borrowings under our revolving credit facility to finance the Sturm acquisition. The first six months of 2011 consisted of only normal borrowings and repayments under our line of credit.

Cash provided by operating activities is used to pay down debt and fund additions to property, plant and equipment and intangible assets.

Our short-term financing needs are primarily for financing working capital during the year. Due to the seasonality of pickle and fruit production, driven by harvest cycles which occur primarily during late spring and summer, inventories generally are at a low point in late spring and at a high point during the fall, increasing our working capital requirements. In addition, we build inventories of salad dressings in the spring and soup in the late summer months in anticipation of large seasonal shipments that begin late in the second and third quarters, respectively. 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, 2011, we had $436.0 million in borrowings outstanding under our revolving credit facility, 7.75% High Yield Notes due 2018 of $400 million outstanding, Senior Notes of $100 million outstanding and $5.6 million of tax increment financing and other obligations. In addition, at 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 provides for an aggregate commitment of $750 million, of which $304.8 million was available at June 30, 2011. Interest rates on debt outstanding under our revolving credit facility as of June 30, 2011 averaged 2.18%.

We are in compliance with applicable debt covenants as of June 30, 2011.

See Note 10 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 17 to our Condensed Consolidated Financial Statements and Note 19 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 for more information about our commitments and contingent obligations.

32

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, 2010. There were no material changes to our critical accounting policies in the six months ended June 30, 2011.

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.

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, 2010 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 1.25% to 2.05% or a base rate (as defined in the revolving credit facility) plus a margin ranging from 0.25% to 1.05%.

The Company has a $50 million interest rate swap agreement with a termination date of August 19, 2011 with 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.

33

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, providing an effective interest rate of 6.29% over the term of our senior notes.

We do not utilize financial instruments for trading purposes or hold any derivative financial instruments, which could expose us to significant interest rate market risk, other than our interest rate swap agreement, as of June 30, 2011. 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 $436.0 million under our revolving credit facility at June 30, 2011, and adjusting for the $50 million fixed rate swap amount, as of June 30, 2011, each 1% rise in our interest rate would increase our interest expense by approximately $3.9 million annually.

Input Costs

The costs of raw materials, packaging materials and fuel, have varied widely in recent years and future changes in such costs may cause our results of operations and our operating margins to fluctuate significantly. We experienced increases in costs of most raw materials, ingredients, and packaging materials in the first six months of 2011 compared to 2010. In addition, fuel costs, which represent the most important factor affecting utility costs at our production facilities, as well as our transportation costs rose significantly in the first six months of 2011. 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.

The most important raw material used in our pickle operations is cucumbers. We purchase cucumbers 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, which would impair crop yields. If we are not able to buy cucumbers from local suppliers, we would likely either purchase cucumbers from foreign sources, such as Mexico or India, or ship cucumbers from other growing areas in the United States, thereby increasing our production costs.

Changes in the prices of our products may lag behind changes in the costs of our products. We experienced a lag in our pricing in the second quarter relative to increased input costs. Although we expect the trend of increased input costs to continue, we anticipate that we will realize the impact of our pricing efforts in the second half of the year, which will partially offset such increased costs. Competitive pressures also may limit our ability to quickly raise prices in response to increased raw materials, packaging and fuel costs. Accordingly, if we are unable to increase our prices to offset increasing raw material, packaging and fuel costs, our operating profits and margins could be materially adversely 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, 2011 the Company recognized a net gain of $6.8 million, of which a gain of $7.4 million was recorded as a component of Accumulated other comprehensive loss and a loss of $0.6 million was recorded on the Company’s Condensed Consolidated Statements of Income within the Loss on foreign currency exchange. For the six months ended June 30, 2010, the Company recognized a net foreign currency exchange gain of $2.8 million, of which a gain of $0.7 million was recorded as a component of Accumulated other comprehensive loss and a gain of $2.1 million was recorded on the Company’s Condensed Consolidated Statements of Income within the Loss on foreign currency exchange.

The Company has entered 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 were entered into for the purchase of U.S. dollar denominated raw materials by our Canadian subsidiary. As of June 30, 2011, the Company had a liability of $0.1 million and realized a gain of approximately $0.1 million in the six months ended June 30, 2011.

34

Item 4. Controls and Procedures

Evaluations were carried out under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon those evaluations, the Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2011, these disclosure controls and procedures were effective. We have excluded S.T. Foods from our evaluation of disclosure controls and procedures, as of June 30, 2011, because S.T. Foods was acquired by the Company in October of 2010. The net sales and total assets of S.T. Foods represented approximately 4.9%, and, 9.0%, respectively, of the related Condensed Consolidated Financial Statement amounts as of and for the quarter ended June 30, 2011.

During the second quarter of 2011, we continued migrating certain financial processing systems to an enterprise resource planning system. This software implementation is part of our ongoing business transformation initiative, and we plan to continue implementing such software and related process throughout our businesses over the course of the next few years. In connection with this implementation and resulting business process changes, we continue to enhance the design and documentation of our internal control processes to ensure suitable controls over our financial reporting.

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2011 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

35

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
TreeHouse Foods, Inc.
Oak Brook, IL

We have reviewed the accompanying condensed consolidated balance sheet of TreeHouse Foods, Inc. and subsidiaries (the “Company”) as of June 30, 2011, and the related condensed consolidated statements of income for the three and six month periods ended June 30, 2011 and 2010 and of cash flows for the six month periods ended June 30, 2011 and 2010. These interim financial statements are 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 statements 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 statements for them 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, 2010, and the related consolidated statements of income, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 14, 2011, 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, 2010 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 5, 2011

36

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, 2010. 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, 2010.

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.

*Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statement of Income for the three and six months ended June 30, 2011 and 2010, (ii) the Condensed Consolidated Balance Sheet at June 30, 2011 and December 31, 2010, (iii) the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2011 and 2010, and (iv) Notes to Condensed Consolidated Financial Statements for the six months ended June 30, 2011. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

37

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 5, 2011

38

EX-12.1

Exhibit 12.1

TreeHouse Foods, Inc.
Computation of Ratio of Earnings to Fixed Charges
(Dollars in thousands)

	Six Months Ended			Year Ended
	June 30, 2011			December 31, 2010
Earnings:
Income before income taxes	$	51,178		$	136,400
Add:
Fixed charges		34,281			56,955
Amortization of interest, net of capitalized interest		(102	)		(66	)
Other		43			66
Earnings available for fixed charges (a)	$	85,400		$	193,355
Fixed charges:
Interest expense	$	27,321		$	45,691
Capitalized interest and tax interest		240			237
One third of rental expense (1)		6,720			11,027
Total fixed charges (b)	$	34,281		$	56,955
Ratio of earnings to fixed charges (a/b)		2.49			3.39

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

EX-15.1

Exhibit 15.1

August 5, 2011

TreeHouse Foods, Inc.
2021 Spring Road
Suite 600
Oak Brook, IL 60523

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of TreeHouse Foods, Inc. and subsidiaries for the three and six month periods ended June 30, 2011 and 2010, as indicated in our report dated August 5, 2011; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, is incorporated by reference in Registration Statement Nos. 333-126161 and 333-150053 on Form S-8 and Registration Statement No. 333-164903 on Form S-3.

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

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Sam K. Reed, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of TreeHouse Foods, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2011

/s/ Sam K. Reed  

Sam K. Reed 

Chairman of the Board and Chief Executive Officer 

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Dennis F. Riordan, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of TreeHouse Foods, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2011

/s/ Dennis F. Riordan  

Dennis F. Riordan 

Executive Vice President and Chief Financial Officer 

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of TreeHouse Foods, Inc. (the “Company”) for the period ended June 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sam K. Reed, Chairman of the Board and Chief Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/ Sam K. Reed  

Sam K. Reed 

Chairman of the Board and Chief Executive Officer 

Date: August 5, 2011

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of TreeHouse Foods, Inc. (the “Company”) for the period ended June 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis F. Riordan, Senior Vice President and Chief Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/ Dennis F. Riordan  

Dennis F. Riordan 

Executive Vice President and Chief Financial Officer 

Date: August 5, 2011

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Accounts Payable and Accrued Expenses (Detail) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Accounts Payable and Accrued Liabilities [Line Items]
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

XML



CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Per Share data	Jun. 30, 2011	Dec. 31, 2010
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000	10,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	90,000	90,000
Common stock, shares issued	35,868	35,440
Common stock, shares outstanding	35,868	35,440

XML



CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
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 (loss) income	33,613	40,873	78,337	72,191
Other expense (income):
Interest expense (income), 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
(Loss) 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	35,599,737	34,814,309	35,566,370	34,464,990
Diluted	36,949,995	35,993,591	36,870,610	35,588,471
Net earnings per common share:
Basic	$ 0.40	$ 0.62	$ 0.96	$ 1.10
Diluted	$ 0.39	$ 0.60	$ 0.93	$ 1.07

XML



Performance of Segments (Detail) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Segment Reporting Information [Line Items]
Net sales	$ 492,620	$ 446,195	$ 986,133	$ 843,319
Direct operating income	74,783	75,984	160,601	139,229
Selling and distribution expenses	(35,558)	(30,887)	(71,818)	(57,683)
Operating (loss) income	33,613	40,873	78,337	72,191
Other expense	(12,370)	(8,616)	(27,159)	(15,330)
(Loss) income before income taxes	21,243	32,257	51,178	56,861
North American Retail Grocery
Segment Reporting Information [Line Items]
Net sales	350,861	307,526	704,324	569,105
Direct operating income	54,102	52,218	117,046	94,119
Food Away From Home
Segment Reporting Information [Line Items]
Net sales	79,179	80,269	153,406	153,747
Direct operating income	10,089	12,608	20,141	22,120
Industrial and Export
Segment Reporting Information [Line Items]
Net sales	62,580	58,400	128,403	120,467
Direct operating income	10,592	11,158	23,414	22,990
Unallocated Amount to Segment
Segment Reporting Information [Line Items]
Selling and distribution expenses	(901)	(721)	(2,053)	(1,984)
Corporate expense	$ (40,269)	$ (34,390)	$ (80,211)	$ (65,054)

XML



Long-Term Debt - Additional Information (Detail) (USD $)	3 Months Ended	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2011	Dec. 31, 2010
Debt Instrument [Line Items]
Unsecured revolving credit facility, aggregate commitment	$ 750,000,000	$ 750,000,000
Revolving credit facility available	304,800,000	304,800,000
Revolving credit facility maturity date		2015-10-27
Letters of credit facility issued but undrawn	9,200,000	9,200,000
Average interest rate on debt outstanding under revolving credit facility	2.13%	2.16%
Aggregate principal amount of high yield notes	400,000,000	400,000,000	400,000,000
Senior notes	100,000,000	100,000,000	100,000,000
Outstanding amount of redevelopment bonds	5,556,000	5,556,000	4,828,000
High Yield Notes
Debt Instrument [Line Items]
Stated debt interest rate	7.75%	7.75%
Debt, maturity date		Mar. 01, 2018
Net proceeds of high yield notes		391,000,000
Underwriting discount	9,000,000	9,000,000
Effective interest rate	8.03%	8.03%
Senior Notes
Debt Instrument [Line Items]
Stated debt interest rate	6.03%	6.03%
Debt, maturity date		Sep. 30, 2013
Tax Increment Financing
Debt Instrument [Line Items]
Outstanding amount of redevelopment bonds	2,300,000	2,300,000
Maturity Date	2019-05	2019-05
Interest Rate Swap
Debt Instrument [Line Items]
Floating rate debt, amount of hedge item	$ 50,000,000	$ 50,000,000
Derivative maturity period		Aug. 19, 2011
Derivative fixed interest rate	2.90%	2.90%
Maximum percentage in all-in borrowing cost on swapped principal during life of swap agreement	4.95%	4.95%

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Derivative Instruments

6 Months Ended

Jun. 30, 2011

Derivative Instruments

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.

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

XML



Document and Entity Information	6 Months Ended
	Jun. 30, 2011	Jul. 22, 2011
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Trading Symbol	THS
Entity Registrant Name	TreeHouse Foods, Inc.
Entity Central Index Key	0001320695
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		35,873,741

XML



Goodwill and Intangible Assets - Additional Information (Detail) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 8,319	$ 7,287	$ 16,368	$ 11,734

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Guarantor and Non-Guarantor Financial Information

6 Months Ended

Jun. 30, 2011

Guarantor and Non-Guarantor Financial Information

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 Company		Guarantor Subsidiaries			Non-Guarantor 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 Company		Subsidiary Guarantors			Non-Guarantor 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

Condensed Supplemental Consolidating Statement of Income

Three Months Ended June 30, 2011

(In thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	424,684		$	75,141		$	(7,205	)	$	492,620
Cost of sales		—			332,516			57,869			(7,205	)		383,180
Gross profit		—			92,168			17,272			—			109,440
Selling, general and administrative expense		14,587			43,646			7,927			—			66,160
Amortization		741			6,292			1,286			—			8,319
Other operating expense, net		—			1,348			—			—			1,348
Operating (loss) income		(15,328	)		40,882			8,059			—			33,613
Interest expense (income), net		12,571			(2,724	)		3,623			—			13,470
Other income, net		(331	)		26			(795	)		—			(1,100	)
(Loss) income before income taxes		(27,568	)		43,580			5,231			—			21,243
Income taxes (benefit)		(9,369	)		14,858			1,409			—			6,898
Equity in net income of subsidiaries		32,544			3,822			—			(36,366	)		—
Net income	$	14,345		$	32,544		$	3,822		$	(36,366	)	$	14,345

Condensed Supplemental Consolidating Statement of Income

Three Months Ended June 30, 2010

(In thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	388,850		$	64,812		$	(7,467	)	$	446,195
Cost of sales		—			297,191			50,321			(7,467	)		340,045
Gross profit		—			91,659			14,491			—			106,150
Selling, general and administrative expense		9,911			39,813			6,247			—			55,971
Amortization		132			5,976			1,179			—			7,287
Other operating expense, net		—			2,019			—			—			2,019
Operating (loss) income		(10,043	)		43,851			7,065			—			40,873
Interest expense (income), net		11,710			(3,366	)		3,435			—			11,779
Other income, net		(1,235	)		(371	)		(1,557	)		—			(3,163	)
(Loss) income before income taxes		(20,518	)		47,588			5,187			—			32,257
Income taxes (benefit)		(7,420	)		16,455			1,570			—			10,605
Equity in net income of subsidiaries		34,750			3,617			—			(38,367	)		—
Net income	$	21,652		$	34,750		$	3,617		$	(38,367	)	$	21,652

Condensed Supplemental Consolidating Statement of Income

Six Months Ended June 30, 2011

(In thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	862,020		$	139,271		$	(15,158	)	$	986,133
Cost of sales		—			663,068			107,857			(15,158	)		755,767
Gross profit		—			198,952			31,414			—			230,366
Selling, general and administrative expense		29,092			89,897			12,674			—			131,663
Amortization		1,305			12,516			2,547			—			16,368
Other operating expense, net		—			3,998			—			—			3,998
Operating (loss) income		(30,397	)		92,541			16,193			—			78,337
Interest expense (income), net		26,228			(6,044	)		7,137			—			27,321
Other (income) expense, net		(645	)		648			(165	)		—			(162	)
(Loss) income before income taxes		(55,980	)		97,937			9,221			—			51,178
Income taxes (benefit)		(21,089	)		35,639			2,475			—			17,025
Equity in net income of subsidiaries		69,044			6,746			—			(75,790	)		—
Net income	$	34,153		$	69,044		$	6,746		$	(75,790	)	$	34,153

Condensed Supplemental Consolidating Statement of Income

Six Months Ended June 30, 2010

(In thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	734,801		$	122,969		$	(14,451	)	$	843,319
Cost of sales		—			563,833			99,009			(14,451	)		648,391
Gross profit		—			170,968			23,960			—			194,928
Selling, general and administrative expense		25,780			73,653			11,812			—			111,245
Amortization		263			9,144			2,327			—			11,734
Other operating income, net		—			(242	)		—			—			(242	)
Operating (loss) income		(26,043	)		88,413			9,821			—			72,191
Interest expense (income), net		18,338			(6,527	)		6,795			—			18,606
Other (income) expense, net		(1,926	)		1,388			(2,738	)		—			(3,276	)
(Loss) income before income taxes		(42,455	)		93,552			5,764			—			56,861
Income taxes (benefit)		(15,232	)		32,355			1,767			—			18,890
Equity in net income of subsidiaries		65,194			3,997			—			(69,191	)		—
Net income	$	37,971		$	65,194		$	3,997		$	(69,191	)	$	37,971

Condensed Supplemental Consolidating Statement of Cash Flows

Six Months Ended June 30, 2011

(In thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	(34,017	)	$	108,219		$	(3,166	)	$	—	$	71,036
Cash flows from investing activities:
Additions to property, plant and equipment		(1,518	)		(26,873	)		(1,448	)		—		(29,839	)
Additions to other intangible assets		(4,035	)		(2,148	)		—			—		(6,183	)
Acquisition of business, net of cash acquired		—			3,243			—			—		3,243
Proceeds from sale of fixed assets		—			56			—			—		56
Net cash used in investing activities		(5,553	)		(25,722	)		(1,448	)		—		(32,723	)
Cash flows from financing activities:
Borrowings under revolving credit facility		125,600			—			—			—		125,600
Payments under revolving credit facility		(162,200	)		—			—			—		(162,200	)
Payments on capitalized lease obligations		—			(599	)		—			—		(599	)
Intercompany transfer		81,893			(81,893	)		—			—		—
Excess tax benefits from stock-based compensation		3,671			—			—			—		3,671
Net payments related to stock-based award activities		(9,394	)		—			—			—		(9,394	)
Net cash provided by financing activities		39,570			(82,492	)		—			—		(42,922	)
Effect of exchange rate changes on cash and cash equivalents		—			—			633			—		633
Net (decrease) increase in cash and cash equivalents		—			5			(3,981	)		—		(3,976	)
Cash and cash equivalents, beginning of period		—			6			6,317			—		6,323
Cash and cash equivalents, end of period	$	—		$	11		$	2,336		$	—	$	2,347

Condensed Supplemental Consolidating Statement of Cash Flows

Six Months Ended June 30, 2010

(In thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	(16,357	)	$	129,783		$	3,336		$	—	$	116,762
Cash flows from investing activities:
Additions to property, plant and equipment		(17	)		(13,192	)		(3,416	)		—		(16,625	)
Additions to other intangible assets		(5,135	)		(15	)		(1,464	)		—		(6,614	)
Acquisition of business, net of cash acquired		—			(664,655	)		—			—		(664,655	)
Net cash used in investing activities		(5,152	)		(677,862	)		(4,880	)		—		(687,894	)
Cash flows from financing activities:
Proceeds from sale of fixed assets		400,000			—			—			—		400,000
Borrowings under revolving credit facility		270,900			—			—			—		270,900
Payments under revolving credit facility		(187,100	)		—			—			—		(187,100	)
Payments on capitalized lease obligations		—			(488	)		(99	)		—		(587	)
Intercompany transfer		(549,501	)		549,501			—			—		—
Proceeds from issuance of common stock, net of expenses		110,688			—			—			—		110,688
Payment of deferred financing costs		(10,783	)		—			—			—		(10,783	)
Excess tax (deficiency) benefits from stock-based payment arrangements		(440	)		—			—			—		(440	)
Net payments related to stock-based award activities		(12,256	)		—			—			—		(12,256	)
Net cash provided by financing activities		21,508			549,013			(99	)		—		570,422
Effect of exchange rate changes on cash and cash equivalents		—			—			(258	)		—		(258	)
Net decrease in cash and cash equivalents		(1	)		934			(1,901	)		—		(968	)
Cash and cash equivalents, beginning of period		1			8			4,406			—		4,415
Cash and cash equivalents, end of period	$	—		$	942		$	2,505		$	—	$	3,447

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Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill (Detail) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Goodwill and Intangible Assets Disclosure [Line Items]
Gross carrying amount	$ 540,164	$ 532,093
Accumulated amortization	(85,256)	(68,476)
Net carrying amount	454,908	463,617
Trademarks
Goodwill and Intangible Assets Disclosure [Line Items]
Gross carrying amount	33,313	32,673
Net carrying amount	33,313	32,673
Gross carrying amount	20,010	20,010
Accumulated amortization	(3,989)	(3,393)
Net carrying amount	16,021	16,617
Customer related
Goodwill and Intangible Assets Disclosure [Line Items]
Gross carrying amount	447,538	445,578
Accumulated amortization	(70,499)	(57,480)
Net carrying amount	377,039	388,098
Non-compete Agreements
Goodwill and Intangible Assets Disclosure [Line Items]
Gross carrying amount	1,000	1,000
Accumulated amortization	(1,000)	(967)
Net carrying amount		33
Formulas
Goodwill and Intangible Assets Disclosure [Line Items]
Gross carrying amount	6,856	6,825
Accumulated amortization	(2,672)	(1,972)
Net carrying amount	4,184	4,853
Computer Software, Intangible Asset
Goodwill and Intangible Assets Disclosure [Line Items]
Gross carrying amount	31,447	26,007
Accumulated amortization	(7,096)	(4,664)
Net carrying amount	$ 24,351	$ 21,343

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Condensed Supplemental Consolidating Statement of Cash Flows (Detail) (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Condensed Financial Statements, Captions [Line Items]
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)
Excess tax benefits (deficiency) from stock-based compensation	3,671	(440)
Net (payments) proceeds related to stock-based award activities	(9,394)	(12,256)
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) increase 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
Parent Company
Condensed Financial Statements, Captions [Line Items]
Net cash provided by operating activities	(34,017)	(16,357)
Cash flows from investing activities:
Additions to property, plant and equipment	(1,518)	(17)
Additions to other intangible assets	(4,035)	(5,135)
Net cash used in investing activities	(5,553)	(5,152)
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)
Intercompany transfer	81,893	(549,501)
Proceeds from issuance of common stock, net of expenses		110,688
Payment of deferred financing costs		(10,783)
Excess tax benefits (deficiency) from stock-based compensation	3,671	(440)
Net (payments) proceeds related to stock-based award activities	(9,394)	(12,256)
Net cash (used in) provided by financing activities	39,570	21,508
Net (decrease) increase in cash and cash equivalents		(1)
Cash and cash equivalents, beginning of period		1
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net cash provided by operating activities	108,219	129,783
Cash flows from investing activities:
Additions to property, plant and equipment	(26,873)	(13,192)
Additions to other intangible assets	(2,148)	(15)
Acquisition of business, net of cash acquired	3,243	(664,655)
Proceeds from sale of fixed assets	56
Net cash used in investing activities	(25,722)	(677,862)
Cash flows from financing activities:
Payments on capitalized lease obligations	(599)	(488)
Intercompany transfer	(81,893)	549,501
Net cash (used in) provided by financing activities	(82,492)	549,013
Net (decrease) increase in cash and cash equivalents	5	934
Cash and cash equivalents, beginning of period	6	8
Cash and cash equivalents, end of period	11	942
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net cash provided by operating activities	(3,166)	3,336
Cash flows from investing activities:
Additions to property, plant and equipment	(1,448)	(3,416)
Additions to other intangible assets		(1,464)
Net cash used in investing activities	(1,448)	(4,880)
Cash flows from financing activities:
Payments on capitalized lease obligations		(99)
Net cash (used in) provided by financing activities		(99)
Effect of exchange rate changes on cash and cash equivalents	633	(258)
Net (decrease) increase in cash and cash equivalents	(3,981)	(1,901)
Cash and cash equivalents, beginning of period	6,317	4,406
Cash and cash equivalents, end of period	$ 2,336	$ 2,505

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Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2011

Goodwill and Intangible Assets

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 Retail Grocery		Food Away From Home			Industrial 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.

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 Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying 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

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Inventories (Tables)

6 Months Ended

Jun. 30, 2011

Inventories

	June 30, 2011			December 31, 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

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Inventories (Detail) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Inventory Disclosure [Line Items]
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

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Derivative Instruments (Tables)

6 Months Ended

Jun. 30, 2011

Derivative, its Fair Value, and Location on the Condensed Consolidated Balance Sheets

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

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Segment Information

6 Months Ended

Jun. 30, 2011

Segment Information

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.

	Three Months Ended June 30,						Six Months Ended 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 June 30,				Six Months Ended 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

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2011

Stock-Based Compensation

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.

	Employee Options			Director Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (yrs)		Aggregate Intrinsic 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.

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:

	Employee Restricted Stock			Weighted Average Grant Date Fair Value		Employee Restricted Stock Units			Weighted Average Grant Date Fair Value		Director Restricted Stock Units		Weighted Average Grant Date 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:

	Performance Units			Weighted Average Grant Date 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.

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Facility Closings

6 Months Ended

Jun. 30, 2011

Facility Closings

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.

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Employee Retirement and Postretirement Benefits (Tables)

6 Months Ended

Jun. 30, 2011

Pension Plans Defined Benefit

Components of Net Periodic Costs

Components of net periodic pension expense are as follows:

	Three Months Ended June 30,						Six Months Ended 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

Other Postretirement Benefit Plans Defined Benefit

Components of Net Periodic Costs

Components of net periodic postretirement expenses are as follows:

	Three Months Ended June 30,						Six Months Ended 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

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Income Taxes

6 Months Ended

Jun. 30, 2011

Income Taxes

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.

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Employee Retirement and Postretirement Benefits

6 Months Ended

Jun. 30, 2011

Employee Retirement and Postretirement Benefits

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 June 30,						Six Months Ended 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.

Components of net periodic postretirement expenses are as follows:

	Three Months Ended June 30,						Six Months Ended 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.

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Net Sale by Major Products (Detail) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Segment Reporting Information [Line Items]
Net sales	$ 492,620	$ 446,195	$ 986,133	$ 843,319
Pickles
Segment Reporting Information [Line Items]
Net sales	87,682	91,367	158,136	165,756
Non-Dairy Creamer
Segment Reporting Information [Line Items]
Net sales	74,372	68,321	156,402	152,613
Soup and Infant Feeding
Segment Reporting Information [Line Items]
Net sales	59,094	59,369	132,493	137,129
Powdered Drinks
Segment Reporting Information [Line Items]
Net sales	57,918	51,990	113,806	66,380
Salad Dressing
Segment Reporting Information [Line Items]
Net sales	61,297	57,296	112,650	107,482
Mexican and Other Sauces
Segment Reporting Information [Line Items]
Net sales	52,489	51,655	99,679	97,416
Hot Cereals
Segment Reporting Information [Line Items]
Net sales	30,971	25,516	71,725	34,921
Dry Dinners
Segment Reporting Information [Line Items]
Net sales	24,032		52,802
Aseptic Products
Segment Reporting Information [Line Items]
Net sales	23,083	21,764	45,019	43,617
Jams
Segment Reporting Information [Line Items]
Net sales	19,200	15,116	35,304	30,060
Other products
Segment Reporting Information [Line Items]
Net sales	$ 2,482	$ 3,801	$ 8,117	$ 7,945

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Long-Term Debt

6 Months Ended

Jun. 30, 2011

Long-Term Debt

10. Long-Term Debt

	June 30, 2011			December 31, 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.

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2011

Summary of Effect of Share-Based Compensation Awards on Weighted Average Number of Shares Outstanding Used in Calculating Diluted Earnings Per Share

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

	Three Months Ended June 30,				Six Months Ended 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

(1) Incremental shares from stock options, restricted stock, restricted stock units, and performance units are computed by the treasury stock method. Stock options, restricted stock, restricted stock units, and performance units excluded from our computation of diluted earnings per share because they were anti-dilutive, were 110,000 and 365,720 for the three and six months ended June 30, 2011, respectively, and 276,620 for the three and six months ended June 30, 2010.

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Accounts Payable and Accrued Expenses

6 Months Ended

Jun. 30, 2011

Accounts Payable and Accrued Expenses

8. Accounts Payable and Accrued Expenses

	June 30, 2011		December 31, 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

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Long-Term Debt (Detail) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Debt Instrument [Line Items]
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

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Basis of Presentation

6 Months Ended

Jun. 30, 2011

Basis of Presentation

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.

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Acquisitions

6 Months Ended

Jun. 30, 2011

Acquisitions

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.

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Guarantor and Non-Guarantor Financial Information (Tables)

6 Months Ended

Jun. 30, 2011

Condensed Supplemental Consolidating Balance Sheet

Condensed Supplemental Consolidating Balance Sheet

June 30, 2011

(In thousands)

	Parent Company		Guarantor Subsidiaries			Non-Guarantor 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 Company		Subsidiary Guarantors			Non-Guarantor 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

Condensed Supplemental Consolidating Statement of Income

Condensed Supplemental Consolidating Statement of Income

Three Months Ended June 30, 2011

(In thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	424,684		$	75,141		$	(7,205	)	$	492,620
Cost of sales		—			332,516			57,869			(7,205	)		383,180
Gross profit		—			92,168			17,272			—			109,440
Selling, general and administrative expense		14,587			43,646			7,927			—			66,160
Amortization		741			6,292			1,286			—			8,319
Other operating expense, net		—			1,348			—			—			1,348
Operating (loss) income		(15,328	)		40,882			8,059			—			33,613
Interest expense (income), net		12,571			(2,724	)		3,623			—			13,470
Other income, net		(331	)		26			(795	)		—			(1,100	)
(Loss) income before income taxes		(27,568	)		43,580			5,231			—			21,243
Income taxes (benefit)		(9,369	)		14,858			1,409			—			6,898
Equity in net income of subsidiaries		32,544			3,822			—			(36,366	)		—
Net income	$	14,345		$	32,544		$	3,822		$	(36,366	)	$	14,345

Condensed Supplemental Consolidating Statement of Income

Three Months Ended June 30, 2010

(In thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	388,850		$	64,812		$	(7,467	)	$	446,195
Cost of sales		—			297,191			50,321			(7,467	)		340,045
Gross profit		—			91,659			14,491			—			106,150
Selling, general and administrative expense		9,911			39,813			6,247			—			55,971
Amortization		132			5,976			1,179			—			7,287
Other operating expense, net		—			2,019			—			—			2,019
Operating (loss) income		(10,043	)		43,851			7,065			—			40,873
Interest expense (income), net		11,710			(3,366	)		3,435			—			11,779
Other income, net		(1,235	)		(371	)		(1,557	)		—			(3,163	)
(Loss) income before income taxes		(20,518	)		47,588			5,187			—			32,257
Income taxes (benefit)		(7,420	)		16,455			1,570			—			10,605
Equity in net income of subsidiaries		34,750			3,617			—			(38,367	)		—
Net income	$	21,652		$	34,750		$	3,617		$	(38,367	)	$	21,652

Condensed Supplemental Consolidating Statement of Income

Six Months Ended June 30, 2011

(In thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	862,020		$	139,271		$	(15,158	)	$	986,133
Cost of sales		—			663,068			107,857			(15,158	)		755,767
Gross profit		—			198,952			31,414			—			230,366
Selling, general and administrative expense		29,092			89,897			12,674			—			131,663
Amortization		1,305			12,516			2,547			—			16,368
Other operating expense, net		—			3,998			—			—			3,998
Operating (loss) income		(30,397	)		92,541			16,193			—			78,337
Interest expense (income), net		26,228			(6,044	)		7,137			—			27,321
Other (income) expense, net		(645	)		648			(165	)		—			(162	)
(Loss) income before income taxes		(55,980	)		97,937			9,221			—			51,178
Income taxes (benefit)		(21,089	)		35,639			2,475			—			17,025
Equity in net income of subsidiaries		69,044			6,746			—			(75,790	)		—
Net income	$	34,153		$	69,044		$	6,746		$	(75,790	)	$	34,153

Condensed Supplemental Consolidating Statement of Income

Six Months Ended June 30, 2010

(In thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	734,801		$	122,969		$	(14,451	)	$	843,319
Cost of sales		—			563,833			99,009			(14,451	)		648,391
Gross profit		—			170,968			23,960			—			194,928
Selling, general and administrative expense		25,780			73,653			11,812			—			111,245
Amortization		263			9,144			2,327			—			11,734
Other operating income, net		—			(242	)		—			—			(242	)
Operating (loss) income		(26,043	)		88,413			9,821			—			72,191
Interest expense (income), net		18,338			(6,527	)		6,795			—			18,606
Other (income) expense, net		(1,926	)		1,388			(2,738	)		—			(3,276	)
(Loss) income before income taxes		(42,455	)		93,552			5,764			—			56,861
Income taxes (benefit)		(15,232	)		32,355			1,767			—			18,890
Equity in net income of subsidiaries		65,194			3,997			—			(69,191	)		—
Net income	$	37,971		$	65,194		$	3,997		$	(69,191	)	$	37,971

Condensed Supplemental Consolidating Statement of Cash Flows

Condensed Supplemental Consolidating Statement of Cash Flows

Six Months Ended June 30, 2011

(In thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	(34,017	)	$	108,219		$	(3,166	)	$	—	$	71,036
Cash flows from investing activities:
Additions to property, plant and equipment		(1,518	)		(26,873	)		(1,448	)		—		(29,839	)
Additions to other intangible assets		(4,035	)		(2,148	)		—			—		(6,183	)
Acquisition of business, net of cash acquired		—			3,243			—			—		3,243
Proceeds from sale of fixed assets		—			56			—			—		56
Net cash used in investing activities		(5,553	)		(25,722	)		(1,448	)		—		(32,723	)
Cash flows from financing activities:
Borrowings under revolving credit facility		125,600			—			—			—		125,600
Payments under revolving credit facility		(162,200	)		—			—			—		(162,200	)
Payments on capitalized lease obligations		—			(599	)		—			—		(599	)
Intercompany transfer		81,893			(81,893	)		—			—		—
Excess tax benefits from stock-based compensation		3,671			—			—			—		3,671
Net payments related to stock-based award activities		(9,394	)		—			—			—		(9,394	)
Net cash provided by financing activities		39,570			(82,492	)		—			—		(42,922	)
Effect of exchange rate changes on cash and cash equivalents		—			—			633			—		633
Net (decrease) increase in cash and cash equivalents		—			5			(3,981	)		—		(3,976	)
Cash and cash equivalents, beginning of period		—			6			6,317			—		6,323
Cash and cash equivalents, end of period	$	—		$	11		$	2,336		$	—	$	2,347

Condensed Supplemental Consolidating Statement of Cash Flows

Six Months Ended June 30, 2010

(In thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	(16,357	)	$	129,783		$	3,336		$	—	$	116,762
Cash flows from investing activities:
Additions to property, plant and equipment		(17	)		(13,192	)		(3,416	)		—		(16,625	)
Additions to other intangible assets		(5,135	)		(15	)		(1,464	)		—		(6,614	)
Acquisition of business, net of cash acquired		—			(664,655	)		—			—		(664,655	)
Net cash used in investing activities		(5,152	)		(677,862	)		(4,880	)		—		(687,894	)
Cash flows from financing activities:
Proceeds from sale of fixed assets		400,000			—			—			—		400,000
Borrowings under revolving credit facility		270,900			—			—			—		270,900
Payments under revolving credit facility		(187,100	)		—			—			—		(187,100	)
Payments on capitalized lease obligations		—			(488	)		(99	)		—		(587	)
Intercompany transfer		(549,501	)		549,501			—			—		—
Proceeds from issuance of common stock, net of expenses		110,688			—			—			—		110,688
Payment of deferred financing costs		(10,783	)		—			—			—		(10,783	)
Excess tax (deficiency) benefits from stock-based payment arrangements		(440	)		—			—			—		(440	)
Net payments related to stock-based award activities		(12,256	)		—			—			—		(12,256	)
Net cash provided by financing activities		21,508			549,013			(99	)		—		570,422
Effect of exchange rate changes on cash and cash equivalents		—			—			(258	)		—		(258	)
Net decrease in cash and cash equivalents		(1	)		934			(1,901	)		—		(968	)
Cash and cash equivalents, beginning of period		1			8			4,406			—		4,415
Cash and cash equivalents, end of period	$	—		$	942		$	2,505		$	—	$	3,447

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2011

Long-Term Debt

	June 30, 2011			December 31, 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

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Summary of Restricted Stock and Restricted Stock Unit Activity (Detail) (USD $)	6 Months Ended
	Jun. 30, 2011
Employee Restricted Stock
Number of shares and units
Outstanding, beginning balance	291,628
Vested	(274,292)
Forfeited	(590)
Outstanding, ending balance	16,746
Weighted Average Grant Date Fair Value
Outstanding, beginning balance	$ 24.32
Vested	$ 24.20
Forfeited	$ 25.46
Outstanding, ending balance	$ 26.34
Employee Restricted Stock Units
Number of shares and units
Outstanding, beginning balance	419,876
Granted	126,760
Vested	(137,729)
Forfeited	(8,608)
Outstanding, ending balance	400,299
Weighted Average Grant Date Fair Value
Outstanding, beginning balance	$ 39.22
Granted	$ 54.88
Vested	$ 38.08
Forfeited	$ 43.01
Outstanding, ending balance	$ 44.49
Director Restricted Stock Units
Number of shares and units
Outstanding, beginning balance	62,270
Granted	13,230
Outstanding, ending balance	75,500
Weighted Average Grant Date Fair Value
Outstanding, beginning balance	$ 32.24
Granted	$ 54.90
Outstanding, ending balance	$ 36.21

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Components of Comprehensive Income (Detail) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
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

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Income Taxes - Additional Information (Detail)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Income Taxes [Line Items]
Effective Income Tax Rate	32.50%	32.90%	33.30%	33.20%

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Components of Net Periodic Postretirement Expenses (Detail) (Other Postretirement Benefit Plans Defined Benefit, USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Other Postretirement Benefit Plans Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
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 cost	$ 20	$ 19	$ 40	$ 103

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Inventories

6 Months Ended

Jun. 30, 2011

Inventories

5. Inventories

	June 30, 2011			December 31, 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.

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Condensed Supplemental Consolidating Statement of Income (Detail) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Condensed Financial Statements, Captions [Line Items]
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
Selling, general and administrative expense	66,160	55,971	131,663	111,245
Amortization	8,319	7,287	16,368	11,734
Other operating expense (income), net	1,348	2,019	3,998	(242)
Operating (loss) income	33,613	40,873	78,337	72,191
Interest expense (income), net	13,470	11,779	27,321	18,606
Other (income) expense, net	(1,100)	(3,163)	(162)	(3,276)
(Loss) income before income taxes	21,243	32,257	51,178	56,861
Income taxes (benefit)	6,898	10,605	17,025	18,890
Net income	14,345	21,652	34,153	37,971
Parent Company
Condensed Financial Statements, Captions [Line Items]
Selling, general and administrative expense	14,587	9,911	29,092	25,780
Amortization	741	132	1,305	263
Operating (loss) income	(15,328)	(10,043)	(30,397)	(26,043)
Interest expense (income), net	12,571	11,710	26,228	18,338
Other (income) expense, net	(331)	(1,235)	(645)	(1,926)
(Loss) income before income taxes	(27,568)	(20,518)	(55,980)	(42,455)
Income taxes (benefit)	(9,369)	(7,420)	(21,089)	(15,232)
Equity in net income of subsidiaries	32,544	34,750	69,044	65,194
Net income	14,345	21,652	34,153	37,971
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net sales	424,684	388,850	862,020	734,801
Cost of sales	332,516	297,191	663,068	563,833
Gross profit	92,168	91,659	198,952	170,968
Selling, general and administrative expense	43,646	39,813	89,897	73,653
Amortization	6,292	5,976	12,516	9,144
Other operating expense (income), net	1,348	2,019	3,998	(242)
Operating (loss) income	40,882	43,851	92,541	88,413
Interest expense (income), net	(2,724)	(3,366)	(6,044)	(6,527)
Other (income) expense, net	26	(371)	648	1,388
(Loss) income before income taxes	43,580	47,588	97,937	93,552
Income taxes (benefit)	14,858	16,455	35,639	32,355
Equity in net income of subsidiaries	3,822	3,617	6,746	3,997
Net income	32,544	34,750	69,044	65,194
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net sales	75,141	64,812	139,271	122,969
Cost of sales	57,869	50,321	107,857	99,009
Gross profit	17,272	14,491	31,414	23,960
Selling, general and administrative expense	7,927	6,247	12,674	11,812
Amortization	1,286	1,179	2,547	2,327
Operating (loss) income	8,059	7,065	16,193	9,821
Interest expense (income), net	3,623	3,435	7,137	6,795
Other (income) expense, net	(795)	(1,557)	(165)	(2,738)
(Loss) income before income taxes	5,231	5,187	9,221	5,764
Income taxes (benefit)	1,409	1,570	2,475	1,767
Net income	3,822	3,617	6,746	3,997
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net sales	(7,205)	(7,467)	(15,158)	(14,451)
Cost of sales	(7,205)	(7,467)	(15,158)	(14,451)
Equity in net income of subsidiaries	(36,366)	(38,367)	(75,790)	(69,191)
Net income	$ (36,366)	$ (38,367)	$ (75,790)	$ (69,191)

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Acquisitions - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010 STSF Holdings Inc	Oct. 28, 2010 STSF Holdings Inc
Business Acquisition [Line Items]
Business acquisition, cost of acquired entity, cash paid						$ 180,000,000
Annual approximate net sale of S.T. Foods, a wholly owned subsidiary of Holdings	$ 492,620,000	$ 446,195,000	$ 986,133,000	$ 843,319,000	$ 100,000,000

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Property, Plant and Equipment (Tables)

6 Months Ended

Jun. 30, 2011

Property, Plant and Equipment

	June 30, 2011			December 31, 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

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Supplemental Cash Flow Information (Detail) (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Schedule of Cash Flow, Supplemental [Line Items]
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

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Employee Retirement and Postretirement Benefits - Additional Information (Detail) (USD $)	6 Months Ended			6 Months Ended
	Jun. 30, 2010	Jun. 30, 2010 Other Postretirement Benefit Plans Defined Benefit	Jun. 30, 2011 Other Postretirement Benefit Plans Defined Benefit	Jun. 30, 2011 Pension Plans Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Gain on curtailment of plan, before tax	$ 2,357,000	$ 2,400,000
Gain on curtailment of plan, net of tax	(2,357,000)	1,400,000
Contribution to benefit plans				1,200,000
Expected contribution for benefit plans in the current fiscal year			$ 200,000	$ 3,600,000

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Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2011

Summary Stock Option Activity

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.

	Employee Options			Director Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (yrs)		Aggregate Intrinsic 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

Summary of Restricted Stock and Restricted Stock Unit Activity

December 31, 2010. The following table summarizes the restricted stock and restricted stock unit activity during the six months ended June 30, 2011:

	Employee Restricted Stock			Weighted Average Grant Date Fair Value		Employee Restricted Stock Units			Weighted Average Grant Date Fair Value		Director Restricted Stock Units		Weighted Average Grant Date 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

Summary of Performance Unit Activity

The following table summarizes the performance unit activity during the six months ended June 30, 2011:

	Performance Units			Weighted Average Grant Date 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

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Facility Closings - Additional Information (Detail) (USD $)	3 Months Ended	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2011
Restructuring Cost and Reserve [Line Items]
Total plant closure cost	$ 1,368,000	$ 4,065,000
Pickle Plant Springfield
Restructuring Cost and Reserve [Line Items]
Total plant closure cost	800,000	3,200,000
Severance cost included in plant closure cost	200,000	300,000
Disposal cost included in plant closure cost	600,000	600,000
Fixed asset impairment charge related to plant closure		2,300,000
Restructuring and Related Cost, Expected Cost		4,700,000
Estimated cash charges on plant closure in 2011		2,400,000
Accrued severance costs related to plant closure	200,000	200,000
Pickle Plant Springfield | Asset write-offs and removal of certain manufacturing equipment
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Expected Cost		3,600,000
Pickle Plant Springfield | Severance and other charges
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Expected Cost		800,000
Pickle Plant Springfield | Transfer of inventory to other manufacturing facilities
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Expected Cost		$ 300,000

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Accounts Payable and Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2011

Accounts Payable and Accrued Expenses

	June 30, 2011		December 31, 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

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Comprehensive Income

6 Months Ended

Jun. 30, 2011

Comprehensive Income

13. Comprehensive Income

The following table sets forth the components of comprehensive income:

	Three Months Ended June 30,						Six Months Ended 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.

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Stock-Based Compensation - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011 Year	Jun. 30, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 4,700,000	$ 4,400,000	$ 9,449,000	$ 7,798,000
Tax benefit recognized related to the compensation cost of share-based awards	1,800,000	1,700,000	3,700,000	3,000,000
Long-term incentive plan, vesting schedule			3Y
Expiration of options			10Y
Expected volatility assumed to calculate the fair value of stock options issued			33.35%
Expected term assumed to calculate the fair value of stock options issued (in years)			6
Assumed risk free rate to calculate the fair value of stock options issued			2.57%
Average grant date fair value of stock options granted			$ 20.36
Aggregate intrinsic value of stock options exercised during the period			2,300,000
Director restricted stock units vesting period (in months)			13M
Employee Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation costs, unrecognized	3,800,000		3,800,000
Compensation costs, recognition weighted average remaining period (in years)			2.6
Restricted Stock and Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation costs, unrecognized	15,700,000		15,700,000
Compensation costs, recognition weighted average remaining period (in years)			2.1
Performance Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation costs, unrecognized	$ 5,100,000		$ 5,100,000
Compensation costs, recognition weighted average remaining period (in years)			2.3
Performance units converted into stock (in shares)			72,900
Shares of stock converted from Performance units			145,800
Minimum Percentage of performance goals attainment			120.00%
Conversion ratio of awards vesting			2
Performance Units | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Predefined percentage for calculation of performance unit awards			0.00%
Performance Units | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Predefined percentage for calculation of performance unit awards			200.00%

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Guarantor and Non-Guarantor Financial Information - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified			6 Months Ended
	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2011 High Yield Notes
Condensed Financial Statements, Captions [Line Items]
Aggregate principal amount of high yield notes	$ 400,000	$ 400,000
Stated debt interest rate			7.75%
Debt, maturity date			Mar. 01, 2018

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Comprehensive Income - Additional Information (Detail) (USD $) In Millions	6 Months Ended
	Jun. 30, 2011
Expected amortization of prior service cost and net loss, net of tax	$ 0.7
Expected amortization of swap loss , net of tax	$ 0.2

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Property, Plant and Equipment

6 Months Ended

Jun. 30, 2011

Property, Plant and Equipment

6. Property, Plant and Equipment

	June 30, 2011			December 31, 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

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Supplemental Cash Flow Information

6 Months Ended

Jun. 30, 2011

Supplemental Cash Flow Information

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.

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Other Operating Expense (Income) (Detail) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Component of Operating Other Cost and Expense [Line Items]
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
Other operating expense (income), net	$ 1,348	$ 2,019	$ 3,998	$ (242)

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Components of Net Periodic Pension Expense (Detail) (Pension Plans Defined Benefit, USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Pension Plans Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
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 cost	$ 823	$ 792	$ 1,646	$ 1,584

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2011

Performance of Segments

The accounting policies of the Company’s segments are the same as those described in the summary of significant accounting policies set forth in Note 1 to our 2010 Consolidated Financial Statements contained in our Annual Report on Form 10-K.

	Three Months Ended June 30,						Six Months Ended 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

Net Sales by Major Products

The following table presents the Company’s net sales by major products for the three and six months ended June 30, 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 June 30,				Six Months Ended 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

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Fair Value of Financial Instruments - Additional Information (Detail) (USD $)			6 Months Ended
	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2011 High Yield Notes	Jun. 30, 2011 Interest Rate Swap	Jun. 30, 2011 Commodity Contract	Jun. 30, 2011 Foreign Exchange Contract
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Revolving credit facility	$ 436,000,000	$ 472,600,000
Revolving credit facility, fair value	448,300,000
Senior notes	100,000,000	100,000,000
Senior notes, fair value	98,600,000
High yield notes	400,000,000	400,000,000
High yield notes, fair value	427,000,000
Stated debt interest rate			7.75%
Debt, maturity date			Mar. 01, 2018
Derivative liabilities, fair value				200,000		100,000
Derivative, Fixed Interest Rate				2.90%
Derivatives asset, fair value					$ 500,000

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2011

Changes in Carrying Amount of Goodwill

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

	North American Retail Grocery		Food Away From Home			Industrial 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

Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill

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 Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying 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

Estimated Amortization Expense on Intangible Assets

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

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
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) increase 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

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2011

Commitments and Contingencies

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.

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Inventories - Additional Information (Detail) (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010
Inventory Disclosure [Line Items]
LIFO inventory	$ 59.9	$ 84.8

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Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2011

Fair Value of Financial Instruments

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.

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Segment Information - Additional information (Detail)	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Foreign
Segment Reporting Information [Line Items]
Percentage of total consolidated net sales	12.90%	13.90%
CANADA
Segment Reporting Information [Line Items]
Percentage of total consolidated net sales	12.10%	13.10%
Wal-Mart Stores, Inc. and Affiliates
Segment Reporting Information [Line Items]
Percentage of total consolidated net sales	20.00%	17.80%

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Derivative Instruments - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Derivative [Line Items]
Unsecured revolving credit facility, maximum commitment	$ 750		$ 750
Interest Rate Swap
Derivative [Line Items]
Floating rate debt, amount of hedge item	50.0		50.0
Derivative, Fixed Interest Rate	2.90%		2.90%
Derivative maturity period			Aug. 19, 2011
Mark to market adjustment	0.3	1.2	0.6	1.9
Foreign Exchange Contract
Derivative [Line Items]
Derivative instruments, gain (loss) recognized in income, net	0.5		0.1
Number of foreign currency contracts	3		3
Derivative instruments, expiring period			by the end of the third quarter in 2011
Floating rate debt, amount of hedge item	15.0		15.0
Commodity Contract
Derivative [Line Items]
Derivative instruments, gain (loss) recognized in income, net	$ (0.2)	$ (0.2)	$ 0.1	$ (0.2)
Number of types of commodity swap contracts	2		2
Derivative instruments, expiring period			in the third and fourth quarters of 2011
Diesel Fuel
Derivative [Line Items]
Notional amount of derivative instrument	1,800,000		1,800,000
Swap contract settling in the third and fourth quarters of 2011	900,000		900,000
HDPE Swap
Derivative [Line Items]
Notional amount of derivative instrument	1,800,000		1,800,000
HDPE contract settling on a monthly basis	300,000		300,000
Derivative maturity period			Dec. 31, 2011

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Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2011

Recent Accounting Pronouncements

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.

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Earnings Per Share

6 Months Ended

Jun. 30, 2011

Earnings Per Share

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.

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 June 30,				Six Months Ended 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

(1) Incremental shares from stock options, restricted stock, restricted stock units, and performance units are computed by the treasury stock method. Stock options, restricted stock, restricted stock units, and performance units excluded from our computation of diluted earnings per share because they were anti-dilutive, were 110,000 and 365,720 for the three and six months ended June 30, 2011, respectively, and 276,620 for the three and six months ended June 30, 2010.

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Summary of Effect of Share-Based Compensation Awards on Weighted Average Number of Shares Outstanding Used in Calculating Diluted Earnings Per Share (Parenthetical) (Detail)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Schedule of Weighted Average Number of Diluted Shares Outstanding [Line Items]
Stock options, restricted stock, restricted stock units, and performance units excluded from computation of diluted earnings	110,000	276,620	365,720	276,620

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Summary of Performance Unit Activity (Detail) (Performance Units, USD $)	6 Months Ended
	Jun. 30, 2011
Performance Units
Performance Units
Outstanding, beginning balance	165,060
Granted	43,050
Vested	(72,900)
Forfeited	(1,512)
Outstanding, ending balance	133,698
Weighted Average Grant Date Fair Value
Outstanding, beginning balance	$ 30.87
Granted	$ 54.90
Vested	$ 24.06
Forfeited	$ 28.47
Outstanding, ending balance	$ 42.35

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Derivative, its Fair Value, and Location on the Condensed Consolidated Balance Sheets (Detail) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Derivatives, Fair Value [Line Items]
Liability derivatives, fair value	$ 322	$ 1,058
Asset derivatives, fair value	468	360
Interest Rate Swap | Accounts Payable and Accrued Liabilities
Derivatives, Fair Value [Line Items]
Liability derivatives, fair value	229	874
Foreign Exchange Contract | Accounts Payable and Accrued Liabilities
Derivatives, Fair Value [Line Items]
Liability derivatives, fair value	93	184
Commodity Contract | Prepaid Expenses and Other Current Assets
Derivatives, Fair Value [Line Items]
Asset derivatives, fair value	$ 468	$ 360

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Comprehensive Income (Tables)

6 Months Ended

Jun. 30, 2011

Components of Comprehensive Income

The following table sets forth the components of comprehensive income:

	Three Months Ended June 30,						Six Months Ended 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

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Other Operating Expense (Income), Net

6 Months Ended

Jun. 30, 2011

Other Operating Expense (Income), Net

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 June 30,					Six Months Ended 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	)

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
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
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

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Other Operating Expense (Income), Net (Tables)

6 Months Ended

Jun. 30, 2011

Other Operating Expense (Income)

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 June 30,					Six Months Ended 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	)

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Condensed Supplemental Consolidating Balance Sheet (Detail) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2010	Dec. 31, 2009
Current assets:
Cash and cash equivalents	$ 2,347	$ 6,323	$ 3,447	$ 4,415
Receivables, net	117,005	126,644
Inventories, net	320,672	287,395
Deferred income taxes	3,360	3,499
Assets held for sale	4,081	4,081
Prepaid expenses and other current assets	10,685	12,861
Total current assets	458,150	440,803
Property, plant and equipment, net	392,255	386,191
Goodwill	1,079,301	1,076,321
Identifiable intangible and other assets, net	478,013	487,933
Total assets	2,407,719	2,391,248
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
Stockholders' equity	1,023,700	977,966
Total liabilities and stockholders' equity	2,407,719	2,391,248
Parent Company
Current assets:
Cash and cash equivalents				1
Receivables, net	50	3,381
Deferred income taxes	339	339
Prepaid expenses and other current assets	1,240	1,299
Total current assets	1,629	5,019
Property, plant and equipment, net	13,793	12,722
Investment in subsidiaries	1,293,373	1,216,618
Intercompany accounts receivable, net	625,248	703,283
Deferred income taxes	13,106	13,179
Identifiable intangible and other assets, net	47,460	45,005
Total assets	1,994,609	1,995,826
Current liabilities:
Accounts payable and accrued expenses	20,689	33,363
Total current liabilities	20,689	33,363
Long-term debt	925,633	963,014
Deferred income taxes	6,438	6,210
Other long-term liabilities	18,149	15,273
Stockholders' equity	1,023,700	977,966
Total liabilities and stockholders' equity	1,994,609	1,995,826
Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	11	6	942	8
Receivables, net	93,635	104,227
Inventories, net	280,851	251,993
Deferred income taxes	2,846	2,916
Assets held for sale	4,081	4,081
Prepaid expenses and other current assets	8,912	10,997
Total current assets	390,336	374,220
Property, plant and equipment, net	343,421	337,634
Goodwill	963,400	963,031
Investment in subsidiaries	165,674	140,727
Intercompany accounts receivable, net	(523,780)	(586,789)
Identifiable intangible and other assets, net	346,919	358,805
Total assets	1,685,970	1,587,628
Current liabilities:
Accounts payable and accrued expenses	167,642	147,889
Current portion of long-term debt	1,226	976
Total current liabilities	168,868	148,865
Long-term debt	14,691	13,438
Deferred income taxes	185,675	185,427
Other long-term liabilities	23,363	23,280
Stockholders' equity	1,293,373	1,216,618
Total liabilities and stockholders' equity	1,685,970	1,587,628
Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	2,336	6,317	2,505	4,406
Receivables, net	23,320	19,036
Inventories, net	39,821	35,402
Deferred income taxes	175	244
Prepaid expenses and other current assets	533	565
Total current assets	66,185	61,564
Property, plant and equipment, net	35,041	35,835
Goodwill	115,901	113,290
Intercompany accounts receivable, net	(101,468)	(116,494)
Identifiable intangible and other assets, net	83,634	84,123
Total assets	199,293	178,318
Current liabilities:
Accounts payable and accrued expenses	17,169	21,132
Current portion of long-term debt	6
Total current liabilities	17,175	21,132
Deferred income taxes	16,444	16,459
Stockholders' equity	165,674	140,727
Total liabilities and stockholders' equity	199,293	178,318
Eliminations
Current assets:
Investment in subsidiaries	(1,459,047)	(1,357,345)
Deferred income taxes	(13,106)	(13,179)
Total assets	(1,472,153)	(1,370,524)
Current liabilities:
Deferred income taxes	(13,106)	(13,179)
Stockholders' equity	(1,459,047)	(1,357,345)
Total liabilities and stockholders' equity	$ (1,472,153)	$ (1,370,524)

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Estimated Amortization Expense on Intangible Assets (Detail) (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011
Finite-Lived Intangible Assets [Line Items]
2011	$ 33,827
2012	32,029
2013	30,679
2014	30,450
2015	$ 29,518

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Summary Stock Option Activity (Detail) (USD $)	6 Months Ended
	Jun. 30, 2011 Year
Weighted average exercise price
Outstanding, beginning balance	$ 28.38
Granted	$ 54.90
Forfeited
Exercised	$ 25.48
Outstanding, ending balance	$ 29.70
Vested/expected to vest, at June 30, 2011	$ 29.65
Exercisable, June 30, 2011	$ 27.77
Weighted Average Remaining Contractual Term (yrs)
Outstanding, beginning balance	5.6
Outstanding, ending balance	5.3
Vested/expected to vest, at June 30, 2011	5.3
Exercisable, June 30, 2011	5.0
Aggregate Intrinsic Value
Outstanding, beginning balance	$ 53,400,867
Granted
Forfeited
Exercised	2,300,000
Outstanding, ending balance	59,378,742
Vested/expected to vest, at June 30, 2011	59,358,924
Exercisable, June 30, 2011	$ 58,670,301
Employee Options
Options
Outstanding, beginning balance	2,256,735
Granted	110,000
Forfeited
Exercised	(78,933)
Outstanding, ending balance	2,287,802
Vested/expected to vest, at June 30, 2011	2,281,668
Exercisable, June 30, 2011	2,090,770
Director Options
Options
Outstanding, beginning balance	94,796
Forfeited
Outstanding, ending balance	94,796
Vested/expected to vest, at June 30, 2011	94,796
Exercisable, June 30, 2011	94,796

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Supplemental Cash Flow Information - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Schedule of Cash Flow, Supplemental [Line Items]
Restricted stock and units, vesting shares	555,322	890,488

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Property, Plant and Equipment (Detail) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Property, Plant and Equipment [Line Items]
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

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Changes in Carrying Amount of Goodwill (Detail) (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2011 North American Retail Grocery	Jun. 30, 2011 Food Away From Home	Jun. 30, 2011 Industrial and Export	Dec. 31, 2010 Industrial and Export
Goodwill [Line Items]
Beginning Balance	$ 1,076,321	$ 850,593	$ 92,146	$ 133,582	$ 133,582
Currency exchange adjustment	2,716	2,155	561
Purchase price adjustment	264	273	(9)
Ending Balance	$ 1,079,301	$ 853,021	$ 92,698	$ 133,582	$ 133,582

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Summary of Effect of Share-Based Compensation Awards on Weighted Average Number of Shares Outstanding Used in Calculating Diluted Earnings Per Share (Detail)	3 Months Ended				6 Months Ended
	Jun. 30, 2011		Jun. 30, 2010		Jun. 30, 2011		Jun. 30, 2010
Schedule of Weighted Average Number of Diluted Shares Outstanding [Line Items]
Weighted average common shares outstanding	35,599,737		34,814,309		35,566,370		34,464,990
Assumed exercise/vesting of equity awards	1,350,258	[1]	1,179,282	[1]	1,304,240	[1]	1,123,481	[1]
Weighted average diluted common shares outstanding	36,949,995		35,993,591		36,870,610		35,588,471

[1] Incremental shares from stock options, restricted stock, restricted stock units, and performance units are computed by the treasury stock method. Stock options, restricted stock, restricted stock units, and performance units excluded from our computation of diluted earnings per share because they were anti-dilutive, were 110,000 and 365,720 for the three and six months ended June 30, 2011, respectively, and 276,620 for the three and six months ended June 30, 2010.

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Supplemental Cash Flow Information (Tables)

6 Months Ended

Jun. 30, 2011

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