8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2008

TREEHOUSE FOODS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-32504	20-2311383
(State or other jurisdiction	(Commission file number)	( I.R.S. employer
of incorporation)		identification no.)
Two Westbrook Corporate Center
Suite 1070
Westchester, IL		60154
(Address of principal executive offices)		(Zip Code)

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

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On May 8, 2008, TreeHouse Foods, Inc. (NYSE: THS) (“TreeHouse”) issued a press release announcing its financial and operating results for the fiscal quarter ended March 31, 2008 and providing information relating to its previously announced webcast being held to discuss such results. A copy of this press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 8.01. Other Events

Effective January 1, 2008, we realigned the manner in which the business is managed and now focus on operating results based on channels of distribution. Previously, we managed our business based on product categories. Our change in focus from product to channel based is consistent with management’s long-term operating strategy and the manner in which the Company reports its results to the chief operating decision maker. Furthermore, this change was necessary due to the acquisitions that had occurred during 2007, as we added numerous products throughout the year. The change in reportable segments will also permit the Company to integrate future acquisitions more efficiently and provide our investors with greater comparability to our peer group, as many of them also present results based on distribution channels. As a result our new reportable segments are North American retail grocery, food away from home, and industrial and export. Segment performance is evaluated based on net sales dollars, gross profit and direct operating income (gross profit less freight out, sales commissions and direct segment expenses).

For comparability and investor analysis purposes, the Company is recasting the presentation of selected segment information by quarter for 2007 and 2006. These changes do not affect the Company’s Consolidated Statements of Income, Consolidated Balance Sheets, Consolidated Statements of Stockholders’ Equity and Parent’s Net Investment or Consolidated Statements of Cash Flows.

Item 9.01 on this Current Report on Form 8-K provides the segment information described above for the periods noted.

Item 9.01. Other Events

(c) Exhibits:

Exhibit		Exhibit
Number		Description
	99.1	Press Release dated May 8, 2008, announcing financial results for the fiscal quarter ended March 31, 2008
	99.2	Recast quarterly segment information for 2007 and 2006

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

TreeHouse Foods, Inc.
By:	/s/ Dennis F. Riordan
Name:	Dennis F. Riordan
	Senior Vice President and Chief Financial Officer

Date: May 8, 2008

Index to Exhibits

Exhibit		Exhibit
Number		Description
	99.1	Press Release dated May 8, 2008, announcing financial results for the fiscal quarter ended March 31, 2008
	99.2	Recast quarterly segment information for 2007 and 2006

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contact:	Investor Relations
	708.483.1300 ext 1331

TreeHouse Foods, Inc. Reports First Quarter 2008 Results

HIGHLIGHTS

• Adjusted earnings per share grows to $0.34 from $0.24 last year

• Net sales grow 39.2% year-over-year

• Adjusted EBITDA grows 35.3% to $37.3 million year-over-year

• SG&A as percentage of revenue down from 13.5% to 12.2%

• Plant closing costs, intercompany currency issues affect bottom line

Westchester, IL, May 8, 2008 — TreeHouse Foods, Inc. (NYSE: THS) today reported a 39.2% increase in first quarter net sales compared to last year, including a 4.7% increase in sales before acquisitions. Adjusted earnings per share before unusual items increased 41.7% over last year’s first quarter due to increased sales, lower interest rates and favorable tax rates associated with last year’s E.D. Smith acquisition.

“Our first quarter results exceeded our expectations, driven by strong top line growth before acquisitions and very good performance at E.D. Smith. In addition, our pricing and internal cost savings programs resulted in margins before acquisitions decreasing only 17 basis points, despite very large increases in our commodity costs. Retail grocers are now seeing consumers switch to value priced store brands, and we believe the TreeHouse product portfolio is well positioned to take advantage of these shifts,” commented Chairman of the Board and Chief Executive Officer, Mr. Sam K. Reed.

Reported net income was $2.1 million or $0.07 per share compared to net income of $7.4 million or $0.24 per share for the same quarter last year, due to costs associated with the previously announced closing of the Portland, Oregon pickle plant and an exchange loss on Canadian denominated intercompany debt. Excluding these unusual items, earnings per share would have been $0.34, a 41.7% increase over last year. The following table reconciles the reported earnings per share to adjusted earnings per share excluding unusual items.

ITEMS AFFECTING DILUTED EPS COMPARABILITY:

	Three Months Ended
	March 31
	2008		2007
	(unaudited)
EPS as reported	$	0.07	$	0.24
Plant closing costs		0.24		—
Loss on currency translation and other		0.03		—
Adjusted EPS	$	0.34	$	0.24

The year-over-year improvement was largely due to the contribution of the 2007 acquisitions of E.D. Smith, San Antonio Farms and DeGraffenreid LLC; lower stock compensation expense; and a lower tax rate in the first quarter of 2008.

Adjusted operating earnings before interest, taxes, depreciation, amortization and unusual items (Adjusted EBITDA, reconciled to net income, the most directly comparable GAAP measure, on the attached schedule) increased 35.3% to $37.3 million in the first quarter compared to $27.6 million in the same period last year. The increase is due primarily to the addition of the San Antonio Farms and E.D. Smith acquisitions. As expected, adjusted EBITDA growth of 35.3% lagged the 39.2% year-over-year growth in total revenues due to the mix of lower margin new businesses acquired last year.

Net sales for the quarter totaled $360.6 million, an increase of 39.2% over the first quarter of 2007 due to the acquisitions of San Antonio Farms, E.D. Smith and DeGraffenreid. Excluding acquisitions, sales improved 4.7%. Gross margins for the quarter decreased slightly from 20.1% to 19.5% due to the addition of lower margin E.D. Smith related revenues. Excluding new acquisitions, margins were down only slightly despite rapidly rising input costs. This stability was due to aggressive pricing to counteract increases in raw materials such as corn syrup and soybean as well as energy costs.

Selling, distribution, general and administrative expenses were $43.9 million for the quarter, an increase from $35.0 million in the first quarter of 2007. The increase was due to the growth of the Company from new acquisitions in 2007. Selling, general and administrative expenses as a percent of sales improved to 12.2% of sales in the first quarter of 2008 compared to 13.5% last year as we continue to realize synergies from acquired companies.

Other operating expense included a charge of $10.4 million or $0.24 per share in the first quarter of 2008 for costs associated with the previously announced closure of the Portland, Oregon pickle plant. The total closure costs are estimated at $22.0 million or $0.44 per share. The plant closure should be completed before the end of the third quarter of 2008.

Interest expense in the quarter was $7.7 million compared to $3.8 million last year due to higher bank debt used to fund the E.D. Smith and San Antonio Farms acquisitions. On a sequential basis, interest expense decreased from $9.1 million in the fourth quarter of 2007 as a result of lower debt from positive cash flows and lower interest rates during the quarter. The effective income tax rate of 26.3% in the first quarter was significantly lower than last year’s rate of 38.9%. The lower effective tax rate is due to the financing structure established for the E.D. Smith Canadian and U.S. businesses. In addition, the Company recorded a one-time Canadian tax benefit relating to interest expense in the quarter. This one-time item produced a 6.4% decrease in the quarter’s tax rate.

CHANGE IN SEGMENT REPORTING

Effective January 1, 2008, the Company realigned the manner in which the business is managed and now focuses on operating results based on channels of distribution, which has resulted in a change to the operating and reportable segments. Previously, the Company managed its business based on product categories. The change in operating and reportable segments from product to channel based is consistent with management’s long-term operating strategy. The Company has identified three reportable segments:

1.	North American Retail Grocery — This segment sells branded and private label products to customers within the United States and Canada. These products include pickles, peppers, relishes, condensed and ready to serve soup, broths, gravies, jams, jellies, salad dressings, sauces, non-dairy powdered creamer, salsa, aseptic products, and baby food.
2.	Food Away From Home — This segment sells to food service customers, including restaurant chains and food distribution companies, within the United States and Canada.
3.	Industrial and Export — This segment includes the Company’s co-pack business and non-dairy powdered creamer sales to industrial customers for use in industrial applications, including for repackaging in portion control packages and for use as an ingredient by other food manufacturers. Export sales are primarily to industrial customers.

The direct operating income for our segments is determined by deducting manufacturing costs from net sales and deducting direct operating costs such as freight to customers, commissions, brokerage fees as well as direct selling and marketing expenses. General sales and administrative expenses, including restructuring charges, are not allocated to our business segments as these costs are managed at the corporate level.

North American Retail Grocery net sales for the first quarter increased by 49.8% from $146.6 million to $219.6 million compared to the same quarter last year primarily due to the acquisitions of San Antonio Farms and E.D. Smith. Excluding these acquisitions, net sales decreased 0.6% due to lower sales of branded baby food. Direct operating income as a percent of sales declined from 12.7% to 11.6% due to lower sales of higher margin baby food and the mix of lower margin salad dressings.

Food Away From Home segment sales increased by 28.5% from $55.2 million to $70.9 million compared to the same quarter last year due to the addition of the foodservice businesses of San Antonio Farms and DeGraffenreid. Excluding acquisitions, sales grew 4.2% as pricing contributed to the gain. Direct operating income declined only slightly from 10.8% to 10.7%.

Industrial and Export segment sales increased 22.5% from $57.2 million last year to $70.1 million this year due to higher co-pack sales and pass through pricing offsetting higher commodity costs. Direct operating income improved from 11.3% of net sales to 13.7% due to pricing and better manufacturing efficiencies in our co-packed businesses.

GUIDANCE FOR 2008

Commenting on the outlook for 2008, Sam K. Reed said, “We are very pleased with our strong start to the year. While we are still cautious regarding the continuing escalation in input costs, we believe the combination of second half pricing and on-going cost savings programs, along with a continuation of favorable interest rates, will help mitigate the input cost environment. As such, we are confident in reaffirming our full year 2008 guidance of adjusted earnings per share of $1.50 to $1.55. In regard to the second quarter, we expect earnings to be in the range of $0.29 to $0.32 as our latest pricing programs will be fully realized in the third and fourth quarters.”

COMPARISON OF ADJUSTED INFORMATION TO GAAP INFORMATION

The adjusted financial results contained in this press release are from continuing operations and are adjusted to eliminate the net expense or net gain related to items identified below. This information is provided in order to allow investors to make meaningful comparisons of the Company’s operating performance between periods and to view the Company’s business from the same perspective as Company management. Because the Company cannot predict the timing and amount of charges associated with non-recurring items or facility closings and reorganizations, management does not consider these costs when evaluating the Company’s performance, when making decisions regarding the allocation of resources, in determining incentive compensation for management, or in determining earnings estimates. These costs are not recorded in any of the Company’s operating segments. Adjusted EBITDA represents net income before interest expense, income tax expense, depreciation and amortization expense, and non-recurring items. Adjusted EBITDA is a performance measure and liquidity measure used by our management, and we believe is commonly reported and widely used by investors and other interested parties, as a measure of a company’s operating performance and ability to incur and service debt. This non-GAAP financial information is provided as additional information for investors and is not in accordance with or an alternative to GAAP. These non-GAAP measures may be different from similar measures used by other companies. A full reconciliation table between earnings for the three month periods ended March 31, 2008 and March 31, 2007 calculated according to GAAP and Adjusted EBITDA is attached.

CONFERENCE CALL WEBCAST

A webcast to discuss the Company’s financial results will be held at 9:00 a.m. (Eastern Daylight Time) today and may be accessed by visiting the “Investor Overview” page through the “Investor Relations” menu of the Company’s website at http://www.treehousefoods.com.

ABOUT TREEHOUSE FOODS

TreeHouse is a food manufacturer servicing primarily the retail grocery and foodservice channels. Its products include non-dairy powdered coffee creamer; canned soup, salad dressings and sauces; salsa and Mexican sauces; jams, jellies and pie fillings under the E.D. Smith brand name; pickles and related products; infant feeding products; and other food products including 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 in the United States and Canada based on sales volume.

FORWARD LOOKING STATEMENTS

This press release contains “forward-looking statements.” Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “may,” “should,” “could,” “expects,” “seek to,” “anticipates,” “plans,” “believes,” “estimates,” “intends,” “predicts,” “projects,” “potential” or “continue” or the negative of such terms and other comparable terminology. These statements are only predictions. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties and other factors that may cause the Company or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievement expressed or implied by these forward-looking statements. TreeHouse’s Form 10-K for the year ended December 31, 2007 and its subsequent quarterly reports discuss some of the factors that could contribute to these differences. You are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented in this presentation. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in its expectations with regard thereto, or any other change in events, conditions or circumstances on which any statement is based.

FINANCIAL INFORMATION

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

	Three Months Ended
	March 31
	2008			2007
	(unaudited)
Net sales	$	360,623		$	258,984
Cost of sales		290,234			206,895
Gross profit		70,389			52,089
Operating expenses:
Selling and distribution		28,664			21,466
General and administrative		15,242			13,580
Other operating expense, net		10,922			—
Amortization expense		3,487			1,066
Total operating expenses		58,315			36,112
Operating income		12,074			15,977
Other (income) expense:
Interest expense		7,731			3,870
Interest income		(20	)		(46	)
Loss on foreign currency exchange		1,860
Other		(294	)		—
Total other expense		9,277			3,824
Income from continuing operations before income taxes		2,797			12,153
Income taxes		736			4,730
Income from continuing operations		2,061			7,423
Income (loss) from discontinued operations, net of tax		—			(9	)
Net income	$	2,061		$	7,414
Weighted average common shares:
Basic		31,204			31,202
Diluted		31,308			31,313
Basic earnings per common share:
Income from continuing operations	$	0.07		$	0.24
Income from discontinued operations, net of tax		—			—
Net income	$	0.07		$	0.24
Diluted earnings per common share:
Income from continuing operations	$	0.07		$	0.24
Income from discontinued operations, net of tax		—			—
Net income	$	0.07		$	0.24
Supplemental Information:
Depreciation and Amortization		11,973			7,817
Expense under FAS123R, before tax		2,781			3,712
Segment Information:
North American Retail
Net Sales		219,640			146,588
Direct Operating Income		25,492			18,605
Direct Operating Income Percentage		11.6	%		12.7	%
Food Away From Home
Net Sales		70,926			55,191
Direct Operating Income		7,568			5,947
Direct Operating Income Percentage		10.7	%		10.8	%
Industrial and Export
Net Sales		70,057			57,205
Direct Operating Income		9,603			6,488
Direct Operating Income Percentage		13.7	%		11.3	%

The following table reconciles our net income to adjusted EBITDA for the three months ended March 31, 2008 and 2007:

TREEHOUSE FOODS, INC.
RECONCILIATION OF REPORTED EARNINGS TO ADJUSTED EBITDA
(In thousands, except per share data)

	Three Months Ended
	March 31
	2008			2007
	(unaudited)
Net income as reported	$	2,061		$	7,414
Interest expense		7,731			3,870
Interest income		(20	)		(46	)
Income taxes		736			4,730
Discontinued operations		—			9
Depreciation and amortization		11,973			7,817
Stock option expense		2,781			3,712
Loss on currency translation and other		1,541
Acquisition integration and accounting adjustments		83
Plant shut-down costs and asset sales of closed facilities		10,436			79
Adjusted EBITDA	$	37,322		$	27,585

EX-99.2

Exhibit 99.2

TreeHouse Foods, Inc.
Segment Realignment — Net Revenues
Quarterly 2007
($ in thousands) (Unaudited)

	Q1		Q2		Q3		Q4		Total
Net Sales to external customers — As Reported
Pickles	$	72,440	$	94,296	$	81,375	$	81,575	$	329,686
Non-dairy powdered creamer		71,814		65,642		70,019		91,716		299,191
Soup and infant feeding		85,784		61,279		79,960		95,200		322,223
Other		28,946		34,814		40,597		102,445		206,802
Total	$	258,984	$	256,031	$	271,951	$	370,936	$	1,157,902
Net Sales to external customers — As Recast
North American retail grocery	$	146,588	$	138,211	$	145,936	$	232,771	$	663,506
Food away from home		55,191		64,013		65,736		69,640		254,580
Industrial and export		57,205		53,807		60,279		68,525		239,816
Total	$	258,984	$	256,031	$	271,951	$	370,936	$	1,157,902

TreeHouse Foods, Inc.
Segment Realignment — Operating Income
Quarterly 2007
($ in thousands) (Unaudited)

	Q1		Q2		Q3		Q4		Total
Operating income — As Reported
Pickles	$	7,976	$	10,596	$	11,209	$	10,682	$	40,463
Non-dairy powdered creamer		12,334		12,710		14,119		18,491		57,654
Soup and infant feeding		12,932		9,660		11,994		13,521		48,107
Other		4,870		6,360		6,952		11,839		30,021
Segment adjusted gross margin		38,112		39,326		44,274		54,533		176,245
Other operating expenses		22,135		20,177		22,335		26,654		91,301
Operating income	$	15,977	$	19,149	$	21,939	$	27,879	$	84,944
Operating income — As Recast
North American retail grocery	$	18,605	$	17,727	$	21,088	$	27,873	$	85,293
Food away from home		5,947		7,330		7,647		7,396		28,320
Industrial and export		6,488		7,199		8,499		10,517		32,703
Direct operating income		31,040		32,256		37,234		45,786		146,316
Other operating expenses		15,063		13,107		15,295		17,907		61,372
Operating income	$	15,977	$	19,149	$	21,939	$	27,879	$	84,944

Exhibit 99.2

TreeHouse Foods, Inc.
Segment Realignment — Net Revenues
Quarterly 2006
($ in thousands) (Unaudited)

	Q1		Q2		Q3		Q4		Total
Net Sales to external customers — As Reported
Pickles	$	74,141	$	98,291	$	78,528	$	75,353	$	326,313
Non-dairy powdered creamer		66,838		60,775		63,860		75,912		267,385
Soup and infant feeding		—		42,659		78,736		102,794		224,189
Other		31,745		30,393		30,560		28,811		121,509
Total	$	172,724	$	232,118	$	251,684	$	282,870	$	939,396
Net Sales to external customers — As Recast
North American retail grocery	$	73,594	$	124,700	$	138,670	$	165,823	$	502,787
Food away from home		57,126		63,876		62,727		57,049		240,778
Industrial and export		42,004		43,542		50,287		59,998		195,831
Total	$	172,724	$	232,118	$	251,684	$	282,870	$	939,396

TreeHouse Foods, Inc.
Segment Realignment — Operating Income
Quarterly 2006
($ in thousands) (Unaudited)

	Q1		Q2		Q3		Q4			Total
Operating income — As Reported
Pickles	$	11,833	$	12,877	$	8,684	$	9,480		$	42,874
Non-dairy powdered creamer		13,159		11,226		11,863		14,574			50,822
Soup and infant feeding		—		4,355		13,301		12,719			30,375
Other		5,894		6,561		5,951		5,156			23,562
Segment adjusted gross margin		30,886		35,019		39,799		41,929			147,633
Other operating expenses		18,779		20,985		22,515		1,000			63,279
Operating income	$	12,107	$	14,034	$	17,284	$	40,929		$	84,354
Operating income — As Recast
North American retail grocery	$	10,773	$	16,358	$	21,686	$	22,753		$	71,570
Food away from home		9,324		8,122		7,045		6,069			30,560
Industrial and export		7,799		6,495		6,739		8,041			29,074
Direct operating income		27,896		30,975		35,470		36,863			131,204
Other operating expenses		15,789		16,941		18,186		(4,066	)		46,850
Operating income	$	12,107	$	14,034	$	17,284	$	40,929		$	84,354