10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the Quarterly Period Ended March 31, 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	20-2311383
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
2021 Spring Road, Suite 600
Oak Brook, IL	60523
(Address of principal executive offices)	(Zip Code)

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

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

Number of shares of Common Stock, $0.01 par value, outstanding as of April 29, 2011: 35,502,778

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	30
Item 4 — Controls and Procedures	31
Report of Independent Registered Public Accounting Firm	32
Part II — Other Information
Item 1 — Legal Proceedings	33
Item 1A — Risk Factors	33
Item 6 — Exhibits	33
Signatures	34

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Part I — Financial Information

Item 1. Financial Statements

TREEHOUSE FOODS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

	March 31,			December 31,
	2011			2010
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	2,375		$	6,323
Receivables, net		129,472			126,644
Inventories, net		299,153			287,395
Deferred income taxes		3,627			3,499
Prepaid expenses and other current assets		12,071			12,861
Assets held for sale		4,081			4,081
Total current assets		450,779			440,803
Property, plant and equipment, net		381,219			386,191
Goodwill		1,079,671			1,076,321
Intangible assets, net		461,764			463,617
Other assets, net		23,753			24,316
Total assets	$	2,397,186		$	2,391,248
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	195,899		$	202,384
Current portion of long-term debt		974			976
Total current liabilities		196,873			203,360
Long-term debt		951,865			976,452
Deferred income taxes		195,526			194,917
Other long-term liabilities		40,927			38,553
Total liabilities		1,385,191			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, 35,502 and 35,440 shares issued and outstanding, respectively		355			354
Additional paid-in capital		708,674			703,465
Retained earnings		305,988			286,181
Accumulated other comprehensive loss		(3,022	)		(12,034	)
Total stockholders’ equity		1,011,995			977,966
Total liabilities and stockholders’ equity	$	2,397,186		$	2,391,248

See Notes to Condensed Consolidated Financial Statements.

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TREEHOUSE FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

	Three Months Ended
	March 31,
	2011				2010
	(Unaudited)
Net sales	$	493,513		$		397,124
Cost of sales		372,587				308,346
Gross profit		120,926				88,778
Operating expenses:
Selling and distribution		36,260				26,796
General and administrative		29,243				28,478
Other operating expense (income), net		2,650				(2,261	)
Amortization expense		8,049				4,447
Total operating expenses		76,202				57,460
Operating income		44,724				31,318
Other expense (income):
Interest expense, net		13,851				6,827
Loss on foreign currency exchange		1,430				100
Other income, net		(492	)			(213	)
Total other expense		14,789				6,714
Income before income taxes		29,935				24,604
Income taxes		10,127				8,285
Net income	$	19,808		$		16,319
Weighted average common shares:
Basic		35,534				33,553
Diluted		36,785				34,614
Net earnings per common share:
Basic	$	.56		$		.49
Diluted	$	.54		$		.47

See Notes to Condensed Consolidated Financial Statements.

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TREEHOUSE FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Three Months Ended
	March 31,
	2011			2010
	(Unaudited)
Cash flows from operating activities:
Net income	$	19,808		$	16,319
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		11,787			9,670
Amortization		8,049			4,447
Loss on foreign currency exchange		800			1,281
Mark to market adjustment on derivative contracts		(575	)		(691	)
Excess tax benefits from stock-based compensation		(422	)		(276	)
Stock-based compensation		4,774			3,354
Write-down of tangible assets		2,352			—
Deferred income taxes		463			2,254
Curtailment of postretirement benefit obligation		—			(2,357	)
Other		31			90
Changes in operating assets and liabilities, net of acquisitions:
Receivables		(3,782	)		20,548
Inventories		(10,693	)		14,182
Prepaid expenses and other assets		1,748			(1,703	)
Accounts payable, accrued expenses and other liabilities		(1,592	)		(13,006	)
Net cash provided by operating activities		32,748			54,112
Cash flows from investing activities:
Additions to property, plant and equipment		(10,578	)		(6,546	)
Additions to other intangible assets		(4,150	)		(4,396	)
Acquisition of business, net of cash acquired		1,401			(664,655	)
Proceeds from sale of fixed assets		33			—
Net cash used in investing activities		(13,294	)		(675,597	)
Cash flows from financing activities:
Proceeds from issuance of debt		—			400,000
Borrowings under revolving credit facility		80,600			237,700
Payments under revolving credit facility		(105,000	)		(119,300	)
Payments on capitalized lease obligations		(196	)		(169	)
Proceeds from issuance of common stock, net of expenses		—			110,688
Payment of deferred financing costs		—			(9,296	)
Net (payments) proceeds related to stock-based award activities		(18	)		1,167
Excess tax benefits from stock-based compensation		422			276
Net cash (used in) provided by financing activities		(24,192	)		621,066
Effect of exchange rate changes on cash and cash equivalents		790			101
Net decrease in cash and cash equivalents		(3,948	)		(318	)
Cash and cash equivalents, beginning of period		6,323			4,415
Cash and cash equivalents, end of period	$	2,375		$	4,097

See Notes to Condensed Consolidated Financial Statements.

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TREEHOUSE FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the three months ended March 31, 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

In December 2010, the FASB issued ASU No. 2010-29, Disclosure of Supplementary Pro Forma Information for Business Combinations to specify that if a company presents comparative financial statements, it should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current period, occurred at the beginning of the comparable prior annual reporting period only.  This guidance is effective prospectively for business combinations for which the acquisition date is, on or after the beginning of the first annual reporting period beginning on or after December 15, 2010.  We will apply this guidance to business combinations for which the acquisition date is on or after January 1, 2011.  It will not have a significant impact on the Company.

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 months ended March 31, 2011, the Company recorded costs of $2.4 million relating to this closure, which consisted of a fixed asset impairment charge of $2.3 million to reduce the carrying value of the facility to net realizable value and $0.1 million for severance.  These costs are included in Other operating expense (income) line in our Condensed Consolidated Statements of Income.  Total costs are expected to be approximately $4.8 million. Components of the charges include $3.5 million for asset write-offs and removal of certain manufacturing equipment, $0.9 million in severance and other charges, and $0.4 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 $0.1 million at March 31, 2011.

4. Acquisitions

On October 28, 2010, the Company acquired all of the outstanding securities of STSF Holdings, Inc. (“Holdings”) for approximately $180 million in cash (subject to adjustment) plus up to an additional $15 million in cash (“earn out”) if S.T. Specialty Foods, Inc. (“S.T. Foods”) achieved certain earnings targets for the twelve month period ending December 31, 2010.  The earnings targets were not met; therefore, no additional payment was required.  The acquisition was funded by the Company’s revolving credit facility.  S.T. Foods, a wholly owned subsidiary of Holdings, 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.

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TREEHOUSE FOODS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.  There were no adjustments to the purchase price allocation during the first quarter 2011.

On March 2, 2010, the Company acquired Sturm Foods, Inc. (“Sturm”), a private label manufacturer of hot cereals and powdered soft drink mixes that serves retail and foodservice customers in the United States with annual sales of approximately $340 million.  The acquisition of Sturm has strengthened the Company’s presence in private label dry grocery categories.

5. Inventories

	March 31,			December 31,
	2011			2010
	(In thousands)
Raw materials and supplies	$	111,099		$	111,376
Finished goods		206,593			194,558
LIFO reserve		(18,539	)		(18,539	)
Total	$	299,153		$	287,395

Approximately $65.1 million and $84.8 million of our inventory was accounted for under the LIFO method of accounting at March 31, 2011 and December 31, 2010, respectively.

6. Property, Plant and Equipment

	March 31,			December 31,
	2011			2010
	(In thousands)
Land	$	15,847		$	15,851
Buildings and improvements		147,864			148,616
Machinery and equipment		396,867			390,907
Construction in progress		25,449			21,067
Total		586,027			576,441
Less accumulated depreciation		(204,808	)		(190,250	)
Property, plant and equipment, net	$	381,219		$	386,191

7. Goodwill and Intangible Assets

Changes in the carrying amount of goodwill for the three months ended March 31, 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		2,601			625				—			3,226
Purchase price adjustment		133			(9	)			—			124
Balance at March 31, 2011	$	853,327		$	92,762			$	133,582		$	1,079,671

Purchase price adjustments are primarily related to working capital and tax adjustments for the Sturm acquisition.  The Company has not incurred any goodwill impairments since its inception.

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TREEHOUSE FOODS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

	March 31, 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	$	33,433	$	—		$	33,433	$	32,673	$	—		$	32,673
Intangible assets with finite lives:
Customer-related		447,547		(64,296	)		383,251		445,578		(57,480	)		388,098
Non-compete agreement		1,000		(1,000	)		—		1,000		(967	)		33
Trademarks		20,010		(3,690	)		16,320		20,010		(3,393	)		16,617
Formulas/recipes		6,862		(2,337	)		4,525		6,825		(1,972	)		4,853
Computer software		29,944		(5,709	)		24,235		26,007		(4,664	)		21,343
Total	$	538,796	$	(77,032	)	$	461,764	$	532,093	$	(68,476	)	$	463,617

Amortization expense on intangible assets for the three months ended March 31, 2011 and 2010 was $8.0 million and $4.4 million, respectively.  Estimated amortization expense on intangible assets for 2011 and the next four years is as follows:

	(In thousands)
2011	32,663
2012	32,746
2013	30,624
2014	30,269
2015	29,375

8. Accounts Payable and Accrued Expenses

	March 31,			December 31,
	2011			2010
	(In thousands)
Accounts payable	$	127,235	$		112,638
Payroll and benefits		28,091			33,730
Interest and taxes		20,622			21,019
Health insurance, workers’ compensation and other insurance costs		5,772			4,855
Marketing expenses		4,501			10,165
Other accrued liabilities		9,678			19,977
Total	$	195,899	$		202,384

9. Income Taxes

Income tax expense was recorded at an effective rate of 33.8% and 33.7% for the three months ended March 31, 2011 and 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 March 31, 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.  During the quarter ended March 31, 2010, the Company settled with the Internal Revenue Service an audit related to its 2007 federal income tax return.  The audit resulted in a small refund to the Company.  During the second quarter of 2010, the Canada Revenue Agency (CRA) completed an income tax audit for E.D. Smith’s 2006 and 2007 income tax years.  The Company did not incur any material adjustments as a result of the tax audit.  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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TREEHOUSE FOODS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

10. Long-Term Debt

	March 31,			December 31,
	2011			2010
	(In thousands)
Revolving credit facility	$	448,200		$	472,600
High yield notes		400,000			400,000
Senior notes		100,000			100,000
Tax increment financing and other		4,639			4,828
Total debt outstanding		952,839			977,428
Less current portion		(974	)		(976	)
Total long-term debt	$	951,865		$	976,452

Revolving Credit Facility — The Company is party to an unsecured revolving credit facility with an aggregate commitment of $750 million, of which $292.6 million was available as of March 31, 2011.  The revolving credit facility matures October 27, 2015.  In addition, as of March 31, 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 March 31, 2011.  The Company’s average interest rate on debt outstanding under our revolving credit facility at March 31, 2011 was 2.30%.

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 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 March 31, 2011.

Swap Agreement — 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.

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 March 31, 2011, $2.5 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 options, restricted stock, restricted stock units and performance units.

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TREEHOUSE FOODS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In March 2010, the Company issued 2,702,500 shares of common stock in connection with the acquisition of Sturm.  For the three months ended March 31, 2010, these shares have been included on a weighted average basis in basic shares outstanding.

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
	March 31,
	2011		2010
Weighted average common shares outstanding		35,534,492		33,552,646
Assumed exercise of stock options (1)		793,423		675,841
Assumed vesting of restricted stock, restricted stock units and performance units (1)		456,599		385,336
Weighted average diluted common shares outstanding		36,784,514		34,613,823

(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 131,090 for the three months ended March 31, 2011 and 94,539 for the three months ended March 31, 2010.

12. Stock-Based Compensation

Income before income taxes for the three month periods ended March 31, 2011 and 2010 includes share-based compensation expense of $4.8 million and $3.4 million, respectively.  The tax benefit recognized related to the compensation cost of these share-based awards was approximately $1.8 million and $1.3 million for the three month periods ended March 31, 2011 and 2010, respectively.

The following table summarizes stock option activity during the three months ended March 31, 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	—		—	$	—	—		—
Forfeited	—		—	$	—	—		—
Exercised	(31,798	)	—	$	25.17	—		—
Outstanding, March 31, 2011	2,224,937		94,796	$	28.43	5.4	$	65,984,632
Vested/expected to vest, at March 31, 2011	2,220,757		94,796	$	28.39	5.4	$	65,941,160
Exercisable, March 31, 2011	1,951,464		94,363	$	27.58	5.0	$	59,924,629

Compensation costs related to unvested options totaled $2.1 million at March 31, 2011 and will be recognized over the remaining vesting period of the grants, which averages 2.0 years.  The Company uses the Black-Scholes option pricing model to value its stock option awards.  No stock options were issued during the three months ended March 31, 2011.  The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2011was approximately $0.9 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 three months ended March 31, 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		—			—		1,380		$	52.43		—	$	—
Vested		(16,440	)	$	26.35		(29,248	)	$	44.50		—		—
Forfeited		(430	)	$	25.13		(7,315	)	$	47.19		—		—
Outstanding, at March 31, 2011		274,758		$	24.20		384,693		$	38.79		62,270	$	32.24

Future compensation costs related to restricted stock and restricted stock units is approximately $12.0 million as of March 31, 2011, and will be recognized on a weighted average basis, over the next 1.7 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.  The following table summarizes the performance unit activity during the three months ended March 31, 2011:

		Weighted
		Average
	Performance	Grant Date
	Units	Fair Value
Unvested, at December 31, 2010	165,060	$	30.87
Granted	—	$	—
Vested	—		—
Forfeited	—		—
Unvested, at March 31, 2011	165,060	$	30.87

Future compensation cost related to the performance units is estimated to be approximately $3.4 million as of March 31, 2011, and is expected to be recognized over the next 1.7 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
	March 31,
	2011		2010
	(In thousands)
Net income	$	19,808	$	16,319
Foreign currency translation adjustment		8,803		8,522
Amortization of pension and postretirement
prior service costs and net loss, net of tax		169		178
Curtailment of postretirement plan		—		862
Amortization of swap loss, net of tax		40		40
Comprehensive income	$	28,820	$	25,921

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 three months ended March 31, 2010.

Components of net periodic pension expense are as follows:

	Three Months Ended
	March 31,
	2011			2010
	(In thousands)
Service cost	$	560		$	515
Interest cost		560			551
Expected return on plan assets		(592	)		(549	)
Amortization of unrecognized net loss		144			124
Amortization of prior service costs		151			151
Net periodic pension cost	$	823		$	792

The Company contributed $0.4 million to the pension plans in the first three 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
	March 31,
	2011			2010
	(In thousands)
Service cost	$	9		$	54
Interest cost		31			49
Amortization of prior service credit		(18	)		(18	)
Amortization of unrecognized net loss		(2	)		(1	)
Net periodic postretirement cost	$	20		$	84

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), net of $2.7 million and $(2.3) million, for the three months ended March 31, 2011 and 2010, respectively, and consisted of the following:

	Three Months Ended
	March 31,
	2011			2010
	(In thousands)
Facility closing costs	$	2,697		$	—
Gain on postretirement plan curtailment		—			(2,357	)
Other		(47	)		96
Total other operating expense (income), net	$	2,650		$	(2,261	)

16. Supplemental Cash Flow Information

	Three Months Ended,
	March 31,
		2011		2010
	(In thousands)
Interest paid	$	22,151	$	5,202
Income taxes paid	$	6,010	$	7,523
Accrued purchase of property and equipment	$	2,194	$	2,358
Accrued other intangible assets	$	1,400	$	1,022

Non cash financing activities for the three months ended March 31, 2011 and 2010 include the settlement of 44,949 and 19,120 shares, respectively, of restricted stock and restricted stock 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.

During 2008, the Company entered into a $200 million long-term interest rate swap agreement with an effective date of November 19, 2008 to lock into a fixed LIBOR interest rate base.  Under the terms of the agreement, $200 million in floating rate debt was swapped for a fixed rate of 2.9% interest rate base for a period of 24 months, amortizing to $50 million for an additional nine months at the same 2.9% interest rate.  As of March 31, 2011 the swap amount was $50 million.  The Company did not apply hedge accounting and recorded the fair value of this instrument on its Condensed Consolidated Balance Sheets.  The fair value of the swap at March 31, 2011 and December 31, 2010 was a liability of approximately $0.6 million and $0.9 million, respectively.  The Company recorded income of $0.3 million and $0.7 million related to the mark to market adjustment in the three months ended March 31, 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 certain Canadian raw material purchases that are denominated in U.S. dollars, thereby enabling the Company to manage its foreign currency exchange rate risk.  These contracts do not qualify for hedge accounting and changes in their fair value are recorded through the Condensed Consolidated Statements of Income, within the loss on foreign currency exchange line. As of March 31, 2011 and December 31, 2010, we had a liability of approximately $0.6 million and $0.2 million, respectively, for foreign exchange contracts.  There were no foreign exchange contracts issued or outstanding as of and for the three months ended March 31, 2010.  The Company realized a loss of approximately $0.4 million in the three months ended March 31, 2011.

In the second quarter of 2010, the Company entered into a commodity swap contract for 5.4 million pounds of High Density Polyethylene (“HDPE”) to manage the Company’s risk associated with the underlying commodity cost of a significant component used in packaging materials.  The objective in using this swap is to establish a fixed commodity cost over the term of the contract.

The trade date was June 3, 2010, with an effective date of July 1, 2010 and an expiration date of December 31, 2011.  The Company settles 0.3 million pounds on a monthly basis over the term of the contract.  The Company did not apply hedge accounting to the commodity swap, and it is recorded at fair value on the Company’s Condensed Consolidated Balance Sheets.  As of March 31, 2011 and December 31, 2010, the Company had an asset of approximately $0.6 million and $0.4 million, respectively, associated with the commodity swap contract.  For the three months ended March 31, 2011, the Company realized a gain of $0.3 million on this contract which is 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	March 31, 2011		December 31, 2010
Liability Derivatives:		(In thousands)
Interest rate swap	Accounts payable and accrued expenses	$	560	$	874
Foreign exchange contract	Accounts payable and accrued expenses		574		184
		$	1,134	$	1,058
Asset Derivative:
Commodity contract	Prepaid expenses and other current assets	$	621	$	360
		$	621	$	360

-14-

TREEHOUSE FOODS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 March 31, 2011, the outstanding balance of the Company’s variable rate debt (revolving credit facility) was $448.2 million, the fair value of which is estimated to be $449.8 million, using a present value technique and market based interest rates and credit spreads.  As of March 31, 2011, the carrying value of the Company’s fixed rate senior notes was $100.0 million and fair value was estimated to be $99.4 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 2018, with an outstanding balance of $400.0 million as of March 31, 2011, was estimated at $429.0 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 $0.6 million as of March 31, 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 contract as described in Note 18 was an asset of approximately $0.6 million as of March 31, 2011.  The fair value of the commodity contract was 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 $0.6 million as of March 31, 2011, using level 2 inputs, comparing the foreign exchange rate of our contract to the spot rate as of March 31, 2011.

20. Business and Geographic Information and Major Customers

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

The Company evaluates the performance of its segments based on net sales dollars, 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 warehouse start-up costs, unallocated selling and distribution expenses and corporate expenses which consist of general and administrative expenses, amortization expense, other operating (income) expense, interest expense, interest income, foreign currency exchange and other (income) expense.  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
	March 31,
	2011			2010
	(In thousands)
Net sales to external customers:
North American Retail Grocery	$	353,463		$	261,800
Food Away From Home		74,227			73,427
Industrial and Export		65,823			61,897
Total	$	493,513		$	397,124
Direct operating income:
North American Retail Grocery	$	65,521		$	42,122
Food Away From Home		10,762			9,461
Industrial and Export		12,830			11,662
Total		89,113			63,245
Unallocated selling and distribution expenses		(4,447	)		(1,263	)
Unallocated corporate expense		(39,942	)		(30,664	)
Operating income		44,724			31,318
Other expense		14,789			6,714
Income before income taxes	$	29,935		$	24,604

Geographic Information — The Company had revenues to customers outside of the United States of approximately 12.2% and 13.4% of total consolidated net sales in the three months ended March 31, 2011 and 2010, respectively, with 11.3% and 12.6% going to Canada, respectively.

Major Customers — Wal-Mart Stores, Inc. and affiliates accounted for approximately 20.5% and 16.5% of consolidated net sales in the three months ended March 31, 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 months ended March 31, 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 SAP software system.

	Three Months Ended
	March 31,
	2011		2010
	(In thousands)
Products:
Non-dairy creamer	$	82,030	$	84,292
Soup and infant feeding		73,399		77,760
Pickles		70,454		74,389
Powdered drinks		55,888		14,390
Salad dressing		51,353		50,186
Mexican and other sauces		47,190		45,761
Hot cereals		40,754		9,405
Dry dinners		28,770		—
Aseptic products		21,936		21,853
Jams		16,104		14,944
Other products		5,635		4,144
Total net sales	$	493,513	$	397,124

-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 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 March 31, 2011 and 2010 and for the three months ended March 31, 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
March 31, 2011
(In thousands)
	Parent		Guarantor			Non-Guarantor
	Company		Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	11		$	2,364		$	—		$	2,375
Receivables, net		1,410		110,239			17,823			—			129,472
Inventories, net		—		258,721			40,432			—			299,153
Deferred income taxes		339		3,112			176			—			3,627
Assets held for sale		—		4,081			—			—			4,081
Prepaid expenses and other current assets		932		10,691			448			—			12,071
Total current assets		2,681		386,855			61,243			—			450,779
Property, plant and equipment, net		11,445		333,840			35,934			—			381,219
Goodwill		—		963,260			116,411			—			1,079,671
Investment in subsidiaries		1,262,089		162,605			—			(1,424,694	)		—
Intercompany accounts receivable, net		654,136		(551,851	)		(102,285	)		—			—
Deferred income taxes		13,889		—			—			(13,889	)		—
Identifiable intangible and other assets, net		47,726		352,510			85,281			—			485,517
Total assets	$	1,991,966	$	1,647,219		$	196,584		$	(1,438,583	)	$	2,397,186
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	18,655	$	159,788		$	17,456		$	—		$	195,899
Current portion of long-term debt		—		967			7			—			974
Total current liabilities		18,655		160,755			17,463			—			196,873
Long-term debt		938,212		13,653			—			—			951,865
Deferred income taxes		6,286		186,613			16,516			(13,889	)		195,526
Other long-term liabilities		16,818		24,109			—			—			40,927
Stockholders’ equity		1,011,995		1,262,089			162,605			(1,424,694	)		1,011,995
Total liabilities and stockholders’ equity	$	1,991,966	$	1,647,219		$	196,584		$	(1,438,583	)	$	2,397,186

-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 March 31, 2011
(In thousands)
		Parent			Guarantor			Non-Guarantor
		Company			Subsidiaries			Subsidiaries		Eliminations			Consolidated
Net sales	$	—		$	437,336		$	64,130	$	(7,953	)	$	493,513
Cost of sales		—			330,552			49,988		(7,953	)		372,587
Gross profit		—			106,784			14,142		—			120,926
Selling, general and administrative expense		14,505			46,251			4,747		—			65,503
Amortization		564			6,224			1,261		—			8,049
Other operating expense, net		—			2,650			—		—			2,650
Operating (loss) income		(15,069	)		51,659			8,134		—			44,724
Interest expense (income), net		13,657			(3,320	)		3,514		—			13,851
Other income, net		(314	)		622			630		—			938
(Loss) income from continuing operations, before income taxes		(28,412	)		54,357			3,990		—			29,935
Income taxes (benefit)		(11,720	)		20,781			1,066		—			10,127
Equity in net income of subsidiaries		36,500			2,924			—		(39,424	)		—
Net income	$	19,808		$	36,500		$	2,924	$	(39,424	)	$	19,808

Condensed Supplemental Consolidating Statement of Income
Three Months Ended March 31, 2010
(In thousands)
		Parent			Guarantor			Non-Guarantor
		Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	345,951		$	58,157		$	(6,984	)	$	397,124
Cost of sales		—			266,642			48,688			(6,984	)		308,346
Gross profit		—			79,309			9,469			—			88,778
Selling, general and administrative expense		15,869			33,840			5,565			—			55,274
Amortization		131			3,168			1,148			—			4,447
Other operating expense (income), net		—			(2,261	)		—			—			(2,261	)
Operating (loss) income		(16,000	)		44,562			2,756			—			31,318
Interest expense (income), net		6,628			(3,161	)		3,360			—			6,827
Other (income) expense, net		(691	)		1,759			(1,181	)		—			(113	)
(Loss) income from continuing operations, before income taxes		(21,937	)		45,964			577			—			24,604
Income taxes (benefit)		(7,812	)		15,900			197			—			8,285
Equity in net income of subsidiaries		30,444			380			—			(30,824	)		—
Net income	$	16,319		$	30,444		$	380		$	(30,824	)	$	16,319

-20-

Condensed Supplemental Consolidating Statement of Cash Flows
Three Months Ended March 31, 2011
(In thousands)
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	(26,843	)	$	63,451		$	(3,860	)	$	—	$	32,748
Cash flows from investing activities:
Additions to property, plant and equipment		1,073			(10,768	)		(883	)		—		(10,578	)
Additions to other intangible assets		(2,628	)		(1,522	)		—			—		(4,150	)
Acquisition of business, net of cash acquired		1,401			—			—			—		1,401
Proceeds from sale of fixed assets		—			33			—			—		33
Net cash used in investing activities		(154	)		(12,257	)		(883	)		—		(13,294	)
Cash flows from financing activities:
Borrowings under revolving credit facility		80,600			—			—			—		80,600
Payments under revolving credit facility		(105,000	)		—			—			—		(105,000	)
Payments on capitalized lease obligations		—			(196	)		—			—		(196	)
Intercompany transfer		50,993			(50,993	)		—			—		—
Excess tax benefits from stock-based compensation		422			—			—			—		422
Net payments related to stock-based award activities		(18	)		—			—			—		(18	)
Net cash provided by financing activities		26,997			(51,189	)		—			—		(24,192	)
Effect of exchange rate changes on cash and cash equivalents		—			—			790			—		790
Net (decrease) increase in cash and cash equivalents		—			5			(3,953	)		—		(3,948	)
Cash and cash equivalents, beginning of period		—			6			6,317			—		6,323
Cash and cash equivalents, end of period	$	—		$	11		$	2,364		$	—	$	2,375

-21-

Condensed Supplemental Consolidating Statement of Cash Flows
Three Months Ended March 31, 2010
(In thousands)
		Parent			Guarantor			Non-Guarantor
		Company			Subsidiaries			Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	(35,429	)	$	88,650		$	891		$	—	$	54,112
Cash flows from investing activities:
Additions to property, plant and equipment		(15	)		(5,397	)		(1,134	)		—		(6,546	)
Additions to other intangible assets		(2,932	)		—			(1,464	)		—		(4,396	)
Acquisition of business, net of cash acquired		(664,655	)		—			—			—		(664,655	)
Net cash used in investing activities		(667,602	)		(5,397	)		(2,598	)		—		(675,597	)
Cash flows from financing activities:
Proceeds from issuance of debt		400,000			—			—			—		400,000
Borrowings under revolving credit facility		237,700			—			—			—		237,700
Payments under revolving credit facility		(119,300	)		—			—			—		(119,300	)
Payments on capitalized lease obligations		—			(120	)		(49	)		—		(169	)
Intercompany transfer		81,795			(82,295	)		500			—		—
Proceeds from issuance of common stock, net of expenses		110,688			—			—			—		110,688
Payment of deferred financing costs		(9,296	)		—			—			—		(9,296	)
Excess tax benefits from stock-based compensation		276			—			—			—		276
Net proceeds related to stock-based award activities		1,167			—			—			—		1,167
Net cash provided by financing activities		703,030			(82,415	)		451			—		621,066
Effect of exchange rate changes on cash and cash equivalents		—			—			101			—		101
Net (decrease) increase in cash and cash equivalents		(1	)		838			(1,155	)		—		(318	)
Cash and cash equivalents, beginning of period		1			8			4,406			—		4,415
Cash and cash equivalents, end of period	$	—		$	846		$	3,251		$	—	$	4,097

-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 months ended March 31, 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.

Current economic conditions remain constrained and the Company has continued to focus its efforts on volume, cost containment and margin improvement.  This strategy, along with the addition of Sturm and S.T. Foods in 2010, has resulted in net sales and direct operating income growth of approximately 24% and 41%, respectively, for the three months ended March 31, 2011, when compared to the three months ended March 31, 2010.

Recent Developments

With the success to date of the Company’s ongoing SAP systems implementation in the first quarter of 2011, a decision has been 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 $4.8 million.  Components of the charges include $3.5 million for asset write-offs and removal of certain manufacturing equipment, approximately $0.9 million in severance and other charges, and $0.4 million in costs to transfer inventory to other manufacturing facilities.

-23-

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 March 31,
	2011						2010
	Dollars			Percent			Dollars			Percent
	(Dollars in thousands)
Net sales	$	493,513			100.0	%	$	397,124			100.0	%
Cost of sales		372,587			75.5			308,346			77.6
Gross profit		120,926			24.5			88,778			22.4
Operating expenses:
Selling and distribution		36,260			7.4			26,796			6.8
General and administrative		29,243			5.9			28,478			7.2
Other operating expenses (income), net		2,650			0.5			(2,261	)		(0.6	)
Amortization expense		8,049			1.6			4,447			1.1
Total operating expenses		76,202			15.4			57,460			14.5
Operating income		44,724			9.1			31,318			7.9
Other expenses (income):
Interest expense, net		13,851			2.8			6,827			1.7
Gain on foreign currency exchange		1,430			0.3			100			—
Other income, net		(492	)		(0.1	)		(213	)		—
Total other expense		14,789			3.0			6,714			1.7
Income before income taxes		29,935			6.1			24,604			6.2
Income taxes		10,127			2.1			8,285			2.1
Net income	$	19,808			4.0	%	$	16,319			4.1	%

Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010

Net Sales — First quarter net sales increased 24.3% to $493.5 million in 2011 compared to $397.1 million in the first quarter of 2010.  The increase is driven primarily by the acquisition of Sturm and S.T. Foods in 2010.  Net sales by segment are shown in the following table:

	Three Months Ended March 31,
					$ Increase/		% Increase/
	2011		2010		(Decrease)		(Decrease)
	(Dollars in thousands)
North American Retail Grocery	$	353,463	$	261,800	$	91,663	35.0	%
Food Away From Home		74,227		73,427		800	1.1	%
Industrial and Export		65,823		61,897		3,926	6.3	%
Total	$	493,513	$	397,124	$	96,389	24.3	%

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 75.5% in the first quarter of 2011 compared to 77.6% 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 input costs.  The underlying commodity cost of raw materials and packaging supplies has begun to trend higher.

Operating Expenses — Total operating expenses were $76.2 million during the first quarter of 2011 compared to $57.5 million in 2010.  The increase in 2011 resulted from the following:

Selling and distribution expenses increased $9.5 million or 35.3% in the first quarter 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 7.4% in 2011 from 6.8% in 2010, mainly due to increases in distribution costs.

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General and administrative expenses increased $0.8 million in the first quarter of 2011 compared to 2010.  The increase is primarily related to incremental general and administrative costs of the Sturm and S.T. Foods acquisitions and costs related to the SAP systems implementation offset by a decrease in acquisition costs incurred in the first quarter of 2010.

Other operating expenses were $2.7 million in the first quarter of 2011 primarily due to facility closing costs of the Springfield, Missouri pickle plant compared to income of $2.3 million in 2010 due to the gain on the postretirement plan curtailment.

Amortization expense increased $3.6 million in the first quarter of 2011 compared to 2010, due primarily to the additional intangible assets acquired in the Sturm and S.T. Foods acquisitions and amortization of capitalized SAP system costs.

Interest Expense, net — Interest expense increased to $13.9 million in the first quarter of 2011, compared to $6.8 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 $1.4 for the three months ended March 31, 2011 compared to a loss of $0.1 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 33.8% in the first quarter of 2011 compared to 33.7% in the prior year’s quarter.

Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010 — Results by Segment

North American Retail Grocery —

	Three Months Ended March 31,
	2011					2010
	Dollars		Percent			Dollars		Percent
	(Dollars in thousands)
Net sales	$	353,463		100.0	%	$	261,800		100.0	%
Cost of sales		262,042		74.1			200,169		76.5
Gross profit		91,421		25.9			61,631		23.5
Freight out and commissions		19,530		5.6			13,177		5.0
Direct selling and marketing		6,370		1.8			6,332		2.4
Direct operating income	$	65,521		18.5	%	$	42,122		16.1	%

Net sales in the North American Retail Grocery segment increased by $91.7 million, or 35.0% in the first 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	$	261,800
Volume		5,704			2.2	%
Pricing		(1,315	)		(0.5	)
Acquisition		88,754			33.9
Foreign currency		2,545			0.9
Mix/other		(4,025	)		(1.5	)
2011 Net sales	$	353,463			35.0	%

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

Cost of sales as a percentage of net sales decreased from 76.5% in the first quarter of 2010 to 74.1% in 2011 primarily due to a favorable mix of sales from Sturm and S.T. Foods, partially offset by lower margins in legacy product categories resulting from higher input costs and reduced pricing.

Freight out and commissions paid to independent sales brokers were $19.5 million in the first quarter of 2011 compared to $13.2 million in 2010, an increase of 48.2%, primarily due the addition of Sturm and S.T. Foods and increases in distribution costs.

Direct selling and marketing expenses were approximately $6.4 million in the first quarter of 2011 and $6.3 million in 2010.

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Food Away From Home —

	Three Months Ended March 31,
	2011					2010
	Dollars		Percent			Dollars		Percent
	(Dollars in thousands)
Net sales	$	74,227		100.0	%	$	73,427		100.0	%
Cost of sales		59,424		80.0			59,732		81.3
Gross profit		14,803		20.0			13,695		18.7
Freight out and commissions		2,567		3.5			2,430		3.3
Direct selling and marketing		1,474		2.0			1,804		2.5
Direct operating income	$	10,762		14.5	%	$	9,461		12.9	%

Net sales in the Food Away From Home segment increased by $0.8 million, or 1.1%, in the first 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	$	73,427
Volume		(4,480	)		(6.0	)%
Pricing		(353	)		(0.5	)
Acquisition		2,892			3.9
Foreign currency		391			0.5
Mix/other		2,350			3.2
2011 Net sales	$	74,227			1.1	%

Net sales increased during the first quarter of 2011 compared to 2010 primarily due to the addition of Sturm and a positive product mix, offset by decreases in volume in our legacy product categories.

Cost of sales as a percentage of net sales decreased from 81.3% in the first quarter of 2010 to 80.0% in 2011, due to a favorable mix of sales from Sturm.

Freight out and commissions paid to independent sales brokers were $2.6 million in the first quarter of 2011 compared to $2.4 million in 2010, an increase of 5.6%, primarily due to the addition of Sturm.

Direct selling and marketing was $1.5 million in the first quarter of 2011 and $1.8 million in the first quarter of 2010.

Industrial and Export —

	Three Months Ended March 31,
	2011					2010
	Dollars		Percent			Dollars		Percent
			(Dollars in thousands)
Net sales	$	65,823		100.0	%	$	61,897		100.0	%
Cost of sales		51,121		77.7			48,445		78.3
Gross profit		14,702		22.3			13,452		21.7
Freight out and commissions		1,352		2.0			1,361		2.2
Direct selling and marketing		520		0.8			429		0.7
Direct operating income	$	12,830		19.5	%	$	11,662		18.8	%

-26-

Net sales in the Industrial and Export segment increased $3.9 million or 6.3% in the first 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	$	61,897
Volume		(4,629	)		(7.5	)%
Pricing		3,529			5.7
Acquisition		1,963			3.2
Foreign currency		85			0.1
Mix/other		2,978			4.8
2011 Net sales	$	65,823			6.3	%

The increase in net sales is due to the addition of Sturm in 2010, price increases and a favorable product mix, offset by an unfavorable volume.

Cost of sales as a percentage of net sales decreased from 78.3% in the first quarter of 2010 to 77.7% in 2011 primarily due to increased pricing, partially offset by higher input costs.

Freight out and commissions paid to independent sales brokers were $1.4 million in the first quarter of 2011 and 2010.

Direct selling and marketing was $0.5 million in the first quarter of 2011 and $0.4 million in 2010.

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 $292.6 million was available under the revolving credit facility as of March 31, 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:

	Three Months Ended March 31,
	2011			2010
	(In thousands)
Cash flows from operating activities:
Net income	$	19,808		$	16,319
Depreciation and amortization		19,836			14,117
Stock-based compensation		4,774			3,354
Loss on foreign currency exchange		800			1,281
Write-down of tangible assets		2,352			—
Curtailment of postretirement benefit obligation		—			(2,357	)
Changes in operating assets and liabilities, net of acquisitions		(14,319	)		20,021
Other		(503	)		1,377
Net cash provided by operating activities	$	32,748		$	54,112

-27-

Our cash from operations was $32.8 million in the first three months of 2011 compared to $54.1 million in the first three months of 2010, a decrease of $21.4 million.  The decrease in cash from operating activities is due to an increase in working capital, primarily receivables and inventories, partially offset by an increase in net income plus depreciation and amortization.

	Three Months Ended March 31,
	2011			2010
	(In thousands)
Cash flows from investing activities:
Additions to property, plant and equipment	$	(10,578	)	$	(6,546	)
Additions to other intangible assets		(4,150	)		(4,396	)
Acquisition of business, net of cash acquired		1,401			(664,655	)
Other		33			—
Net cash used in investing activities	$	(13,294	)	$	(675,597	)

In the first three months of 2011, cash used in investing activities decreased by $662.3 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 (SAP) and routine equipment upgrades or replacements at our plants and will be funded with cash from operations.

	Three Months Ended March 31,
	2011			2010
	(In thousands)
Cash flows from financing activities:
Proceeds from issuance of debt for acquisitions	$	—		$	400,000
Borrowings under revolving credit facility		80,600			237,700
Payments under revolving credit facility		(105,000	)		(119,300	)
Proceeds from issuance of common stock, net of expenses		—			110,688
Payment of deferred financing costs		—		$	(9,296	)
Net (payments) proceeds related to stock-based award activities		(18	)		1,167
Other		226			107
Net cash (used in) provided by financing activities		(24,192	)		621,066

Net cash flow from financing activities decreased from $621.1 million in the first three months of 2010 to a use of $24.2 million in 2011.  In the first quarter 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 quarter 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.

-28-

Debt Obligations

At March 31, 2011, we had $448.2 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 $4.6 million of tax increment financing and other obligations.  In addition, at March 31, 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 $292.6 million was available at March 31, 2011.  Interest rates on debt outstanding under our revolving credit facility as of March 31, 2011 averaged 2.30%.

We are in compliance with applicable debt covenants as of March 31, 2011.

See Notes 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 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.

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 three months ended March 31, 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.

-29-

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 .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.

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 March 31, 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 $448.2 million under our revolving credit facility at March 31, 2011, and adjusting for the $50 million fixed rate swap amount, as of March 31, 2011, each 1% rise in our interest rate would increase our interest expense by approximately $4.0 million annually.

Input Costs

The costs of raw materials, as well as 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 quarter 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 quarter 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.

-30-

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 materials.  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 three months ended March 31, 2011 the Company recognized a net gain of $7.4 million, of which a gain of $8.8 million was recorded as a component of Accumulated other comprehensive loss and a loss of $1.4 million was recorded on the Company’s Condensed Consolidated Statements of Income within the Loss on foreign currency exchange.  For the three months ended March 31, 2010, the Company recognized a net foreign currency exchange gain of $8.4 million, of which a gain of $8.5 million was recorded as a component of Accumulated other comprehensive loss and a loss of $0.1 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 March 31, 2011, the Company had a liability of $0.6 million and realized a loss of approximately $0.4 million in the three months ended March 31, 2011.

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 March 31, 2011, these disclosure controls and procedures were effective.  We have excluded S.T. Foods from our evaluation of disclosure controls and procedures, as of March 31, 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 5.8%, and, 9.1%, respectively, of the related Condensed Consolidated Financial Statement amounts as of and for the quarter ended March 31, 2011.

During the first quarter of 2011, we began migrating certain financial processing systems to SAP software.  This software implementation is part of our ongoing business transformation initiative, and we plan to continue implementing such software throughout our businesses over the course of the next few years.  In connection with the SAP 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 March 31, 2011 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

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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 March 31, 2011, and the related condensed consolidated statements of income and of cash flows for the three month periods ended March 31, 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

May 6, 2011

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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

3.1	Amended and Restated Certificate of Incorporation of TreeHouse Foods, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 28, 2011).
3.2	Amended and Restated By-Laws of TreeHouse Foods, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on April 28, 2011).
10.1	Consulting Agreement, dated February 10, 2011, between TreeHouse Foods, Inc. and David B Vermylen (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on February 11, 2011).
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

*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 months ended March 31, 2011and 2010, (ii) the Condensed Consolidated Balance Sheet at March 31, 2011and December 31, 2010, (iii) the Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2011and 2010, and (iv) Notes to Condensed Consolidated Financial Statements for the three months ended March 31, 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.

-33-

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

Senior Vice President and Chief Financial Officer

May 6, 2011

-34-

EX-12.1

Exhibit 12.1

TreeHouse Foods, Inc.

Computation of Ratio of Earnings to Fixed Charges

(Dollars in thousands)

	Three Months Ended			Year Ended
	March 31, 2011			December 31, 2010
Earnings:
Income before income taxes	$	29,935		$	136,400
Add:
Fixed charges		16,909			56,955
Amortization of interest, net of capitalized interest		(32	)		(66	)
Other		65			66
Earnings available for fixed charges (a)	$	46,877		$	193,355
Fixed charges:
Interest expense	$	13,851		$	45,691
Capitalized interest and tax interest		87			237
One third of rental expense (1)		2,971			11,027
Total fixed charges (b)	$	16,909		$	56,955
Ratio of earnings to fixed charges (a/b)		2.77			3.39

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

EX-15.1

Exhibit 15.1

May 6, 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 periods ended March 31, 2011 and 2010, as indicated in our report dated May 6, 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 March 31, 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: May 6, 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: May 6, 2011

/s/ Dennis F. Riordan

Dennis F. Riordan

Senior 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 March 31, 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: May 6, 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 March 31, 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

Senior Vice President and Chief Financial Officer

Date: May 6, 2011