q12009_form10q.htm


 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q
(Mark One)

 
þ
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
For the Quarterly Period Ended March 31, 2009.
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.)
     
Two Westbrook Corporate Center, Suite 1070
   
Westchester, IL
 
60154
(Address of principal executive offices)
 
(Zip Code)

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

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

Indicate by check mark weather 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 o      No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or 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. (Check one)

Large accelerated filer
þ
 
Accelerated filer
o
         
Non-accelerated filer
o
 
Smaller reporting Company
o
(Do not check if a smaller reporting company)
       
         
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o      No þ

There were 31,549,158 shares of Common Stock, par value $0.01 per share, outstanding as of April 30, 2009.
 

 



Table of Contents

 
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26
   
26
   
27
   
 
   
 
   
 
   
 
   
 

-2-


Part I — Financial Information


Item 1. Financial Statements

TREEHOUSE FOODS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
                 
   
March 31,
   
December 31,
 
   
2009
   
2008
 
   
(Unaudited)
 
Assets
               
Current assets:
               
Cash and cash equivalents
 
$
2,148
   
$
2,687
 
Receivables, net
   
81,740
     
86,837
 
Inventories, net
   
255,206
     
245,790
 
Deferred income taxes
   
7,026
     
6,769
 
Prepaid expenses and other current assets
   
7,379
     
10,315
 
Assets held for sale
   
4,081
     
4,081
 
Total current assets
   
357,580
     
356,479
 
Property, plant and equipment, net
   
275,483
     
270,664
 
Goodwill
   
558,269
     
560,874
 
Identifiable intangible and other assets, net
   
162,631
     
167,665
 
Total assets
 
$
1,353,963
   
$
1,355,682
 
                 
Liabilities and Stockholders’ Equity
               
Current liabilities:
               
Accounts payable and accrued expenses
 
$
172,528
   
$
187,795
 
Current portion of long-term debt
   
535
     
475
 
Total current liabilities
   
173,063
     
188,270
 
Long-term debt
   
480,346
     
475,233
 
Deferred income taxes
   
31,045
     
27,485
 
Other long-term liabilities
   
37,909
     
44,563
 
Commitments and contingencies (Note 17)
               
Stockholders’ equity:
               
Preferred stock, par value $0.01 per share, 10,000,000 shares authorized, none issued
   
     
 
Common stock, par value $0.01 per share, 40,000,000 shares authorized, 31,549,158 and
31,544,515 shares issued and outstanding, respectively
   
315
     
315
 
Additional paid-in capital
   
572,264
     
569,262
 
Retained earnings
   
126,684
     
113,948
 
Accumulated other comprehensive loss
   
(67,663
)
   
(63,394
)
Total stockholders’ equity
   
631,600
     
620,131
 
Total liabilities and stockholders’ equity
 
$
1,353,963
   
$
1,355,682
 

See Notes to Condensed Consolidated Financial Statements.

-3-


TREEHOUSE FOODS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
                 
   
Three Months Ended
 
   
March 31,
 
   
2009
   
2008
 
   
(Unaudited)
 
Net sales
 
$
355,396
   
$
360,623
 
Cost of sales
   
283,685
     
290,234
 
Gross profit
   
71,711
     
70,389
 
Operating expenses:
               
Selling and distribution
   
25,781
     
28,664
 
General and administrative
   
15,773
     
15,242
 
Other operating expense, net
   
242
     
10,922
 
Amortization expense
   
3,258
     
3,487
 
Total operating expenses
   
45,054
     
58,315
 
Operating income
   
26,657
     
12,074
 
Other (income) expense:
               
Interest expense
   
4,498
     
7,731
 
Interest income
   
     
(20
)
Loss on foreign currency exchange
   
2,060
     
1,860
 
Other income, net
   
(112
)
   
(294
)
Total other expense
   
6,446
     
9,277
 
Income before income taxes
   
20,211
     
2,797
 
Income taxes
   
7,479
     
736
 
Net income
 
$
12,732
   
$
2,061
 
                 
Weighted average common shares:
               
Basic
   
31,547
     
31,204
 
Diluted
   
32,343
     
31,308
 
Net earnings per common share:
               
Basic
 
$
.40
   
$
.07
 
Diluted
 
$
.39
   
$
.07
 

See Notes to Condensed Consolidated Financial Statements.

-4-


TREEHOUSE FOODS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
                 
   
Three Months Ended
 
   
March 31,
 
   
2009
   
2008
 
   
(Unaudited)
 
Cash flows from operating activities:
               
Net income
 
$
12,732
   
$
2,061
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
   
8,190
     
8,486
 
Amortization
   
3,258
     
3,487
 
Gain on derivative
   
     
(319
)
Loss on foreign currency exchange, intercompany note
   
732
     
1,860
 
Stock-based compensation
   
2,900
     
2,781
 
Write down of impaired assets
   
     
5,231
 
Deferred income taxes
   
3,612
     
(710
)
Other
   
12
     
81
 
Changes in operating assets and liabilities, net of acquisitions:
               
Receivables
   
4,643
     
(5,036
)
Inventories
   
(10,124
)
   
9,578
 
Prepaid expenses and other current assets
   
3,030
     
139
 
Accounts payable, accrued expenses and other current liabilities
   
(20,159
)
   
4,979
 
Net cash provided by operating activities
   
8,826
     
32,618
 
Cash flows from investing activities:
               
Additions to property, plant and equipment
   
(13,943
)
   
(7,597
)
Acquisitions of businesses
   
     
(31
)
Proceeds from sale of fixed assets
   
12
     
5
 
Net cash used in operating activities
   
(13,931
)
   
(7,623
)
Cash flows from financing activities:
               
Net borrowings (repayment) of debt
   
4,508
     
(31,347
)
Proceeds from stock option exercises
   
110
     
 
Net cash provided by (used in) financing activities
   
4,618
     
(31,347
)
Effect of exchange rate changes on cash and cash equivalents
   
(52
)
   
(123
)
Net decrease in cash and cash equivalents
   
(539
)
   
(6,475
)
Cash and cash equivalents, beginning of period
   
2,687
     
9,230
 
Cash and cash equivalents, end of period
 
$
2,148
   
$
2,755
 

See Notes to Condensed Consolidated Financial Statements.

-5-


TREEHOUSE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of and for the three months ended March 31, 2009
(Unaudited)

1. General

Business  TreeHouse Foods, Inc. (“we,” “us,” “our,” or the “Company”) is a food manufacturer servicing primarily the retail grocery and foodservice distribution channels.  Our products include non-dairy powdered creamer, soup and infant feeding products, pickles and related products, salad dressings, sauces, jams and pie fillings, aseptic products, Mexican sauces, refrigerated salad dressings and liquid non-dairy products.

2. Basis of Presentation

The Condensed Consolidated Financial Statements included herein have been prepared by TreeHouse Foods, Inc. without audit, pursuant to the rules and regulations of the Securities and Exchange Commission applicable to quarterly reporting on Form 10-Q.  In our opinion, these statements include all adjustments necessary for a fair presentation of the results of all interim periods reported herein.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as permitted by such rules and regulations.  The Condensed Consolidated Financial Statements and related notes should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.  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, 2008.

3. Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) 157 Fair Value Measurement, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  The provisions of SFAS 157 are effective for fiscal years beginning after November 15, 2007.  In February 2008, the FASB issued FASB Staff Position (“FSP”) FAS 157-2, which delayed the effective date of Statement 157 for all nonrecurring fair value measurements of nonfinancial assets and nonfinancial liabilities until fiscal years beginning after November 15, 2008.  The adoption of the provisions of SFAS 157 and FSP FAS 157-2 did not significantly impact our financial statements.

In December 2007, the FASB issued SFAS 141(R), Business Combinations, a replacement of SFAS 141, Business Combinations.  The provisions of SFAS 141(R) establish principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest acquired and the goodwill acquired.  SFAS 141(R) also establishes disclosure requirements that will enable users to evaluate the nature and financial effects of the business combination, and applies to 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, 2008, and may not be early adopted.  The Company will apply SFAS 141(R) for acquisitions after the effective date.

In December 2007, FASB issued SFAS 160, Non-controlling Interests in Consolidated Financial Statements – an Amendment of ARB 51.  The provisions of SFAS 160 outline the accounting and reporting for ownership interests in a subsidiary held by parties other than the parent.  SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  Earlier application is prohibited.  SFAS 160 is to be applied prospectively as of the beginning of the fiscal year in which it is initially adopted, except for the presentation and disclosure requirements, which are to be applied retrospectively for all periods presented.  Adoption of SFAS 160 did not have an impact on our financial statements.

-6-


In March 2008, FASB issued SFAS 161, Disclosures about Derivative Instruments and Hedging Activities, SFAS 161 requires increased qualitative, and credit-risk disclosures.  This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.  Further, entities are encouraged, but not required to provide comparative disclosures for earlier periods.  We adopted SFAS 161 beginning January 1, 2009 and have provided the required disclosures beginning with our first quarterly report on Form 10-Q in 2009.

In April 2009, the FASB issued FSP SFAS No. 107-1, “Interim Disclosures about Fair Value of Financial Instruments,” which amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” and APB Opinion No. 28, “Interim Financial Reporting.”  FSP SFAS No. 107-1 will require disclosures about fair value of financial instruments in financial statements for interim reporting periods and in annual financial statements of publicly-traded companies.  This FSP also will require entities to disclose the method(s) and significant assumptions used to estimate the fair value of financial instruments in financial statements on an interim and annual basis and to highlight any changes from prior periods.  The effective date for this FSP is interim and annual periods ending after June 15, 2009.  We will comply with the disclosure provisions of this FSP when it is effective.

EITF 08-6, Equity Method Investment Accounting Considerations, was issued in November 2008 and is effective for transactions occurring in fiscal years beginning on or after December 15, 2008.  This EITF was issued to provide guidance on how to apply Account Principles Board Opinion 18 as a result of the issuance and adoption of SFAS 141(R) and SFAS 160.  EITF 08-6 resulted in four consensuses: (1) the initial carrying amount of an equity method investment should be determined by applying the cost accumulation model in appendix D of SFAS 141(R), (2) when reviewing for impairment, Opinion 18 should be used, (3) share issuances by the investee should be accounting for as if the equity method investor sold a proportionate share of its investment, and (4) when the investment is no longer accounted for under Opinion 18 and is instead within the scope of cost method accounting or SFAS 115, the investor should prospectively apply the provisions of Opinion 18 or SFAS 115 and use the current carrying amount of the investment as its initial cost.  The adoption of EITF 08-6 did not have a significant impact on our financial statements.

On December 30, 2008, the FASB issued FASB Staff Position (“FSP”) 132R-1, Employers Disclosures about Postretirement Benefit Plan Assets.  This FSP is effective for fiscal years ending after December 15, 2009.  This FSP does not change current accounting methods, but requires disclosure about investment policies and strategies, the fair value of each major category of plan assets, the methods and inputs used to develop fair value measurements of plan assets, and concentrations of credit risk.  As this FSP only pertains to disclosures, the Company does not expect its impact upon adoption to be significant.

4. Income Taxes

Income tax expense was recorded at an effective rate of 37.0% in the first quarter of 2009 compared to 26.3% in the prior year’s quarter.  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.  For the three months ended March 31, 2009 and 2008, the Company recognized a tax benefit of approximately $1.1 million and $1.4 million, respectively, related to this item.  Because consolidated earnings for the three months ended March 31, 2009 were significantly higher than consolidated earnings for the three months ended March 31, 2008, this tax benefit was proportionally much smaller, therefore, increasing the net effective rate in the first quarter of 2009 compared to 2008.

As of March 31, 2009, the Company does not believe that the 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. federal jurisdiction, Canada and various state jurisdictions.  The Company has been informed that the Internal Revenue Service (“IRS”) will begin an examination of the Company’s 2007 federal income tax return in the second quarter of 2009.  The IRS has previously examined tax returns filed for years through 2006.  The Company has various state tax examinations in process, which are expected to be completed in due course.  The outcome of the IRS examination and the various state tax examinations are unknown at this time.

E.D. Smith and its affiliates are subject to Canadian, U.S. and state tax examinations from 2005 forward.  The IRS has completed an examination of E.D. Smith’s U.S. affiliates tax return for 2005 during the period ended March 31, 2009.  An insignificant tax adjustment was paid to settle the examination.

5. Other Operating Expense

The Company incurred Other operating expense of $0.2 million and $10.9 million for the three months ended March 31, 2009 and 2008, respectively.  For the three months ended March 31, 2009, expenses consisted of $0.4 million relating to the closing of our Portland, Oregon pickle plant offset by $0.2 million in rental income.  For the three months ended March 31, 2008, expenses consisted of $10.4 million relating to the closing of our Portland, Oregon pickle plant and $0.5 million relating to a fire at our non-dairy powdered creamer facility located in New Hampton, Iowa.

-7-


6. Facility Closing

On February 13, 2008, the Company announced plans to close its pickle plant in Portland, Oregon.  The Portland plant was the Company’s highest cost and least utilized pickle facility.  Operations in the plant ceased during the second quarter of 2008.  Costs associated with the plant closure are estimated to be approximately $13.9 million, of which $8.6 million is expected to be in cash, net of estimated proceeds from the sale of assets.  The Company has incurred $13.2 million in Portland closure costs since 2008.  Accrued expenses related to this closure were insignificant as of March 31, 2009 and December 31, 2008.  In connection with the Portland closure, the Company has $4.1 million of assets held for sale, which are primarily land and buildings.

On November 3, 2008, the Company announced plans to close its salad dressings manufacturing plant in Cambridge, Ontario.  Production will be moved to the Company’s existing manufacturing facilities in Canada and the United States.  The closure will result in the Company’s production capabilities being more aligned with the needs of our customers.  The Company intends to cease all operations by July 2009.  The majority of the closure costs were included as costs of the acquisition of E.D. Smith and are not expected to impact earnings.  Total costs are expected to be approximately $1.8 million.  As of March 31, 2009 and December 31, 2008, the Company had accrued approximately $1.7 million for the closure, the components of which include $1.2 million for severance and $0.5 million for closing and other costs.  The Company expects payments to be completed by the end of 2009, with all payments expected to be funded with cash from operations.  Severance payments during the first quarter of 2009 were insignificant.  No other payments were made.

7. Insurance Claim – New Hampton

In February 2008, the Company’s non-dairy powdered creamer plant in New Hampton, Iowa was damaged by a fire, which left the facility unusable.  The Company has repaired the facility and it became operational in the first quarter of 2009.  We filed a claim with our insurance provider and have received approximately $37.5 million in reimbursements for property damage and incremental expenses incurred to service our customers throughout this period.  We expect to incur a total of approximately $44 million in expenses related to this claim, all of which are expected to be reimbursed by our insurance provider, less a $0.5 million deductible.  As of March 31, 2009, the Company has a liability of approximately $5.3 million recorded primarily related to reimbursements for replacing the fixed assets in excess of the net book value of the fixed assets destroyed in the fire.  This liability is expected to be resolved during 2009 upon finalization of the claim, with any remaining amounts being reversed to income and recorded as a gain.  An additional component of our claim is for lost income, the impact of which is not recorded until the claim is finalized and cash is received.

8. Inventories

   
March 31,
   
December 31,
 
   
2009
   
2008
 
   
(In thousands)
 
Finished goods
 
$
187,350
   
181,311
 
Raw materials and supplies
   
87,046
     
82,869
 
LIFO reserve
   
(19,190
)
   
(18,390
)
Total
 
$
255,206
   
$
245,790
 

Approximately $86.1 million and $83.0 million of our inventory was accounted for under the LIFO method of accounting at March 31, 2009 and December 31, 2008, respectively.

9. Intangible Assets

Changes in the carrying amount of goodwill for the three months ended March 31, 2009 are as follows:

 
North American
 
Food Away
 
Industrial
     
 
Retail Grocery
 
From Home
 
and Export
 
Total
 
   
(In thousands)
 
Balance at December 31, 2008
$
343,651
 
$
83,641
 
$
133,582
 
$
560,874
 
Currency exchange adjustment
 
(2,354
)
 
(251
)
 
   
(2,605
)
Balance at March 31, 2009
$
341,297
 
$
83,390
 
$
133,582
 
$
558,269
 


-8-


The gross carrying amount and accumulated amortization of our intangible assets other than goodwill as of March 31, 2009 and December 31, 2008 are as follows:

   
March 31, 2009
   
December 31, 2008
 
   
Gross
         
Net
   
Gross
         
Net
 
   
Carrying
   
Accumulated
   
Carrying
   
Carrying
   
Accumulated
   
Carrying
 
   
Amount
   
Amortization
   
Amount
   
Amount
   
Amortization
   
Amount
 
   
(In thousands)
 
Intangible assets with indefinite lives:
                                               
Trademarks
 
$
27,355
   
$
   
$
27,355
   
$
27,824
   
$
   
$
27,824
 
Intangible assets with finite lives:
                                               
Customer-related
   
136,409
     
(25,888
)
   
110,521
     
137,693
     
(23,430
)
   
114,263
 
Non-compete agreement
   
2,620
     
(1,607
)
   
1,013
     
2,620
     
(1,422
)
   
1,198
 
Trademarks
   
17,610
     
(1,616
)
   
15,994
     
17,610
     
(1,385
)
   
16,225
 
Formulas/recipes
   
1,559
     
(447
)
   
1,112
     
1,583
     
(378
)
   
1,205
 
Total
 
$
185,553
   
$
(29,558
)
 
$
155,995
   
$
187,330
   
$
(26,615
)
 
$
160,715
 
                                                 
                                     

Amortization expense on intangible assets for the three months ended March 31, 2009 and 2008 was $3.3 million and $3.5 million, respectively.  Estimated aggregate intangible asset amortization expense for the next five years is as follows:

 
(In thousands)
2010
$12,499
2011
$10,607
2012
$10,308
2013
$10,082
2014
$10,062

10. Long-Term Debt

                 
   
March 31,
   
December 31,
 
   
2009
   
2008
 
   
(In thousands)
 
Revolving credit facility
 
$
376,600
   
$
372,000
 
Senior notes
   
100,000
     
100,000
 
Tax increment financing and other
   
4,281
     
3,708
 
     
480,881
     
475,708
 
Less current portion
   
(535
)
   
(475
)
Total Long-Term Debt
 
$
480,346
   
$
475,233
 
                 
             
Revolving Credit Facility — The Company maintains an unsecured revolving credit agreement with an aggregate commitment of $600 million, of which $214.8 million was available as of March 31, 2009, that expires August 31, 2011.  In addition, as of March 31, 2009, there were $8.6 million in letters of credit under the revolver that were issued but undrawn.  The credit facility contains various financial and other restrictive covenants and requires that we maintain certain financial ratios, including a leverage and interest coverage ratio.  We are in compliance with all applicable covenants as of March 31, 2009.  We believe that, given our cash flow from operating activities and our available credit capacity, we can comply with the current terms of the credit facility and meet foreseeable financial requirements.  Our average interest rate on debt outstanding under our Credit Agreement at March 31, 2009 was 1.16%.

Senior Notes — The Company also 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.  We are in compliance with the applicable covenants as of March 31, 2009.

-9-


Swap Agreements — 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 agreement, $200 million in floating rate debt was swapped for a fixed 2.9% interest base rate for a period of 24 months, amortizing to $50 million for an additional nine months at the same 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 being no more than 3.8% during the life of the swap agreement.  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 total loss will be 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.  In the three months ended March 31, 2009, $0.1 million of the loss was taken into interest expense.  We anticipate that $0.3 million of the loss will be reclassified to interest expense in 2009.

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, 2009, $2.9 million remains outstanding.

11. Earnings Per Share

In accordance with SFAS 128 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.  Certain outstanding restricted stock unit and restricted stock awards are subject to market conditions for vesting.  As of March 31, 2009 and 2008, the conditions pertaining to the restricted stock units were not met and these awards have been excluded from the diluted earnings per share calculation.  As of March 31, 2009, the conditions pertaining to the restricted stock awards were met and these awards were included in the diluted earnings per share calculation, but as of March 31, 2008, none of the conditions for vesting were met.  The Company’s performance unit awards contain both service and performance criteria.  As of March 31, 2009, the performance criteria for a portion of the performance awards were met and, therefore, have been included in the diluted earnings per share calculation.

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,
           
2009
 
2008
Weighted average common shares outstanding
             
31,546,788
   
31,204,305
Assumed exercise of stock options (1)
             
74,804
   
103,372
Assumed vesting of restricted stock, restricted stock units and performance units
             
720,978
   
Weighted average diluted common shares outstanding
             
32,342,570
   
31,307,677
                       

     
(1)
 
The assumed exercise of stock options excludes 1,839,194 options outstanding, which were anti-dilutive for the three months ended March 31, 2009, and 2,090,823 options outstanding, which were anti-dilutive for the three months ended March 31, 2008.

12. Stock-Based Compensation

Income before income taxes for the three month periods ended March 31, 2009 and 2008 includes share-based compensation expense of $2.9 million and $2.8 million, respectively.  The tax benefit recognized related to the compensation cost of these share-based awards was approximately $1.1 million for both the three month periods ended March 31, 2009, and 2008.

The following table summarizes stock option activity during the three months ended March 31, 2009.  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.  Options expire 10 years from the grant date.

-10-



                                         
                                         
                           
Weighted
       
                   
Weighted
     
Average
       
                   
Average
     
Remaining
   
Aggregate
 
     
Employee
     
Director
   
Exercise
     
Contractual
   
Intrinsic
 
     
Options
     
Options
   
Price
     
Term (yrs)
   
Value
 
Outstanding, December 31, 2008
   
2,485,937
     
126,117
   
$
27.21
     
7.4
   
$
3,394,930
 
Granted
   
2,400
     
   
$
26.69
                 
Forfeited
   
(16,218
)
   
   
$
25.35
                 
Exercised
   
(3,178
)
   
   
$
22.84
                 
Outstanding, March 31, 2009
   
2,468,941
     
126,117
   
$
27.23
     
7.2
   
$
5,264,092
 
Vested/expected to vest, at March 31, 2009
   
2,429,326
     
126,117
   
$
27.26
     
7.2
   
$
5,119,229
 
Exercisable, March 31, 2009
   
1,697,882
     
90,611
   
$
28.19
     
6.5
   
$
2,252,888
 

Compensation cost related to unvested options totaled $4.8 million at March 31, 2009 and will be recognized over the remaining vesting period of the grants, which averages 1.3 years.  The average grant date fair value of the options granted in the three months ended March 31, 2009 was $8.97.  The Company uses the Black-Scholes option pricing model to value its stock option awards.  The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2009 was approximately $14 thousand.

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.  Restricted stock and restricted stock unit awards granted during the three months ended March 31, 2009 vest based on the passage of time.  These awards generally vest one-third on each anniversary of the grant date.  A description of the restricted stock and restricted stock unit awards previously granted is presented in the Company’s annual report on Form 10-K filed on February 26, 2009.  The following table summarizes the restricted stock and restricted stock unit activity during the three months ended March 31, 2009:

                                 
         
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
 
Unvested, at December 31, 2008
   
1,412,322
   
$
24.15
     
598,939
   
$
25.28
     
22,200
   
$
24.06
 
Granted
   
58,640
   
$
26.36
     
200
   
$
26.44
     
     
 
Vested
   
     
     
     
     
     
 
Forfeited
   
(4,455
)
 
$
24.35
     
(400
)
 
$
24.06
     
     
 
Unvested, at March 31, 2009
   
1,466,507
   
$
24.24
     
598,739
   
$
25.28
     
22,200
   
$
24.06
 
                                                 

Future compensation cost related to restricted stock and restricted stock units is approximately $15.3 million as of March 31, 2009, and will be recognized on a weighted average basis, over the next 2.3 years.  The grant date fair value of the awards granted in 2009 was equal to the Company’s closing stock price on the grant date.

Performance unit awards were granted to certain members of senior management.  These awards contain service and performance conditions.  For each performance period (July 1, 2008 through December 31, 2008, calendar 2009 and calendar 2010), 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 (July 1, 2008 through December 31, 2010), 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 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.  For the performance period ended December 31, 2008, the Company achieved 94% of the target, accordingly 94% of the first tranche of awards have been accrued.  The Company continues to expect that 100% of the awards will accrue and vest over the cumulative performance period, subject to estimated forfeitures.  The following table summarizes the performance unit activity during the three months ended March 31, 2009:

-11-



         
Weighted
   
         
Average
   
   
Performance
   
Grant Date
   
   
Units
   
Fair Value
   
Unvested, at December 31, 2008
 
72,900
   
$
24.06
   
Granted
 
     
   
Vested
 
     
   
Forfeited
 
     
   
Unvested, at March 31, 2009
 
72,900
   
$
24.06
   

Future compensation cost related to the performance units is estimated to be approximately $1.3 million as of March 31, 2009, and is expected to be recognized over the next 2.3 years.

13. Employee Retirement and Postretirement Benefits

Pension, Profit Sharing and Postretirement Benefits — Certain of our 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.

Defined Benefit Plans — The benefits under our defined benefit plans are based on years of service and employee compensation.

Components of net periodic pension expense are as follows:

         
Three Months Ended
 
         
March 31,
 
               
2009
   
2008
 
     
(In thousands)
 
Service cost
                 
$
490
   
$
430
 
Interest cost
                   
524
     
430
 
Expected return on plan assets
                   
(440
)
   
(358
)
Amortization of unrecongnized net loss
                   
149
     
 
Amortization of prior service costs
                   
145
     
120
 
Effect of settlements
                   
     
75
 
Net periodic pension cost
                 
$
868
   
$
697
 

We have contributed $7.6 million to the pension plans in the first three months of 2009.  We expect to contribute approximately $9.6 million in 2009.

Postretirement Benefits — We provide healthcare benefits to certain retirees who are covered under specific group contracts.

Components of net periodic postretirement expenses are as follows:

         
Three Months Ended
 
         
March 31,
 
               
2009
   
2008
 
     
(In thousands)
 
Service cost
                 
$
63
   
$
59
 
Interest cost
                   
64
     
58
 
Amortization of prior service credit
                   
(18
)
   
(18
)
Amortization of unrecognized net loss
                   
5
     
6
 
Net periodic postretirement cost
                 
$
114
   
$
105
 

We expect to contribute $0.1 million to the postretirement health plans during 2009.

-12-


14. Comprehensive Income

The following table sets forth the components of comprehensive income (loss):

         
Three Months Ended
   
         
March 31,
   
               
2009
   
2008
   
     
(In thousands)
   
Net income
                 
$
12,732
   
$
2,061
 
Foreign currency translation adjustment
                   
(4,479
)
   
(10,416
)
Amortization of pension and postretirement
                               
prior service costs and net loss, net of tax
                   
170
     
67
 
Amortization of swap loss, net of tax 
                   
40
     
40
 
Comprehensive income
                 
$
8,463
   
$
(8,248
)

We expect 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 2009.

15. Fair Value of Financial Instruments

Cash and cash equivalents and accounts receivable are financial assets with carrying values that approximate fair value.  Accounts payable and the Company’s variable rate debt (revolving credit facility) are financial liabilities with carrying values that approximate fair value.  As of March 31, 2009, the carrying value of the Company’s fixed rate senior notes was $100.0 million and fair value was estimated to be $97.6 million based on quoted market rates.

The fair value of the Company’s interest rate swap agreement as described in Note 10 as of March 31, 2009 was a liability of approximately $7.0 million.  The fair value of the swap was determined under SFAS 157 using Level 2 inputs.  Level 2 inputs are inputs other than quoted prices that are observable for an asset of liability, either directly or indirectly.

16. Derivative instruments

The Company is exposed to certain risks relating to its ongoing business operations. The primary risk managed by using derivative instruments is interest rate risk. Interest rate swaps are entered into to manage interest rate risk associated with the Company’s $600 million revolving credit facility. Interest on our credit facility is variable and use of the interest rate swap establishes a fixed rate over the term 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. We did not apply hedge accounting to the interest rate swap, and it is recorded at fair value on the Company’s Condensed Consolidated Balance Sheet. See Note 10 for more details of the interest rate swap, including the notional amount, interest rate and term.  Note 15 discusses the fair value of the interest rate swap.

As of March 31, 2009, the Company had no other derivative instruments.

The following table identifies the derivative, its fair value, and location on the Condensed Consolidated Balance Sheet:
                   
   
Liability Derivatives
 
   
March 31, 2009
 
December 31, 2008
 
 
(In thousands)
 
Balance Sheet Location
 
 
Fair Value
 
Balance Sheet Location
 
 
Fair Value
 
Derivatives not designated as hedging instruments under Statement 133
                 
Interest rate swap
 
Other Long-term liabilities
 
$6,953
 
Other Long-term liabilities
 
$6,981
 
                   

The Company recognized a gain of $28 thousand relating to the change in the fair value of its interest rate swap derivative for the three months ended March 31, 2009.  This gain is recorded in the Other income, net line of our Condensed Consolidated Statement of Income.

The Company does not use derivatives for speculative or trading purposes.

-13-


17. Commitments and Contingencies

Litigation, Investigations and Audits — We are party in the ordinary course of business to certain claims, litigation, audits and investigations.  We believe that we have established adequate reserves to satisfy any liability we may incur in connection with any such currently pending or threatened matters.  In our opinion, 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.

18. Supplemental Cash Flow Information

Cash payments for interest were $6.2 million and $8.7 million for the three months ended March 31, 2009 and 2008, respectively.  Cash payments for income taxes were $0.6 million and $4.3 million for the three months ended March 31, 2009 and 2008, respectively.  As of March 31, 2009, the Company had accrued property, plant and equipment of approximately $2.8 million.  For the first quarter ended March 31, 2009, the Company entered into capital leases totaling approximately $0.7 million.

19. Foreign Currency

In previous years, the Company entered into foreign currency contracts due to the exposure to Canadian/U.S. dollar currency fluctuations on cross border transactions.  These contracts did not qualify for hedge accounting.  The Company recorded the fair value of these contracts on the Condensed Consolidated Balance Sheets and has recorded the change in fair value through the Condensed Consolidated Statements of Income, within Other (income) expense.  All foreign currency contracts expired as of December 31, 2008.  For the three months ended March 31, 2008, the Company recorded a gain on these contracts totaling approximately $0.3 million.

The Company has an intercompany note denominated in Canadian dollars, which is eliminated during consolidation.  A portion of the note is considered to be permanent, with the remaining portion considered to be temporary.  Foreign currency fluctuations on the permanent portion are recorded through Accumulated other comprehensive loss, while foreign currency fluctuations on the temporary portion are recorded in the Company’s Condensed Consolidated Statements of Income, within Other (income) expense.

The Company accrues interest on the intercompany note, which is also considered temporary.  Changes in the balance due to foreign currency fluctuations are also recorded in the Company’s Condensed Consolidated Statements of Income within Other (income) expense.

For the three months ended March 31, 2009 and 2008, the Company recorded a loss of $2.1 million and $1.9 million, respectively, related to foreign currency fluctuations within Other (income) expense.  For the three months ended March 31, 2009 and 2008, the Company recorded a loss of approximately $2.6 million and $6.2 million, respectively, in Accumulated other comprehensive loss related to foreign currency fluctuations on the permanent portion of the note.

20. Business and Geographic Information and Major Customers

We manage operations on a company-wide basis, thereby making determinations as to the allocation of resources in total rather than on a segment-level basis.  We have designated our reportable segments based on how management views our business.  We do not segregate assets between segments for internal reporting.  Therefore, asset-related information has not been presented.

We evaluate the performance of our segments based on net sales dollars, gross profit and direct operating income (gross profit less freight out, sales commissions and direct segment expenses).  The amounts in the following tables are obtained from reports used by our senior management team and do not include allocated income taxes.  There are no significant non-cash items reported in segment profit or loss other than depreciation and amortization.  Restructuring charges are not allocated to our segments, as we do not include them in the measure of profitability as reviewed by our chief operating decision maker.  Also excluded from the determination of direct operating income are warehouse distribution facility start up costs of approximately $1.3 million incurred during the three months ended March 31, 2009, as we did not include them in the measure of profitability as reviewed by our chief operating decision maker.  These costs are included in the Company’s cost of sales as presented in the Condensed Consolidated Statements of Income.  The accounting policies of our segments are the same as those described in the summary of significant accounting policies set forth in Note 1 to our 2008 Consolidated Financial Statements contained in our Annual Report on Form 10-K.

-14-



         
Three Months Ended
 
         
March 31,
 
               
2009
   
2008
 
     
(In thousands)
 
Net sales to external customers:
                               
North American Retail Grocery
                 
$
230,682
   
$
219,640
 
Food Away From Home
                   
66,753
     
70,926
 
Industrial and Export
                   
57,961
     
70,057
 
Total
                 
$
355,396
   
$
360,623
 
Direct operating income:
                               
North American Retail Grocery
                 
$
34,305
   
$
25,492
 
Food Away From Home
                   
7,006
     
7,568
 
Industrial and Export
                   
6,680
     
9,603
 
Direct operating income
                   
47,991
     
42,663
 
Unallocated warehouse start-up costs (1)
                   
(1,284
)
   
 
Unallocated selling and distribution expenses
                   
(776
)
   
(938
)
Unallocated corporate expense
                   
(19,274
)
   
(29,651
)
Operating income
                   
26,657
     
12,074
 
Other expense
                   
(6,446
)
   
(9,277
)
Income before income taxes
                 
$
20,211
   
$
2,797
 
                                 
(1) Included in Cost of sales in the Condensed Consolidated Statements of Income.

Geographic Information — We had revenues to customers outside of the United States of approximately 12.7% and 14.7% of total consolidated net sales in the three months ended March 31, 2009 and 2008, respectively, with 11.9% and 13.4% going to Canada, respectively.

Major Customers — Wal-Mart Stores, Inc. and affiliates accounted for approximately 15.4% and 13.9% of our consolidated net sales in the three months ended March 31, 2009 and 2008, 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, 2009 and 2008:

         
Three Months Ended
 
         
March 31,
 
               
2009
   
2008
 
     
(In thousands)
 
Products:
                               
Non-dairy powdered creamer
                 
$
86,055
   
$
87,441
 
Soup and infant feeding
                   
78,998
     
78,118
 
Pickles
                   
70,451
     
79,360
 
Jams and other
                   
32,314
     
33,414
 
Salad dressing
                   
44,135
     
39,074
 
Aseptic
                   
19,827
     
20,892
 
Mexican sauces
                   
15,055
     
12,010
 
Refrigerated
                   
8,561
     
10,314
 
Total net sales
                 
$
355,396
   
$
360,623
 

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


Business Overview

We believe we are the largest manufacturer of non-dairy powdered creamer and pickles in the United States, and the largest manufacturer of private label salad dressings in the United States and Canada, based upon total sales volumes.  We believe we are also the leading retail private label supplier of non-dairy powdered creamer, soup and pickles in the United States, and jams in Canada.  We sell our products primarily to the retail grocery and foodservice channels.

-15-


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, 2009 and 2008.  Also discussed is our financial position, as of the end of those periods.  This 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 segment 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 pickles, peppers, relishes, Mexican sauces, condensed and ready to serve soup, broths, gravies, jams, salad dressings, sauces, non-dairy powdered creamer, aseptic products, and baby food.

 
Our Food Away From Home segment sells pickle products, non-dairy powdered creamers, Mexican sauces, aseptic and refrigerated products, and sauces to food service 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 for repackaging in portion control packages and for use as an ingredient by other food manufacturers.  Export sales are primarily to industrial customers outside of North America.

Recent Developments

On November 3, 2008, the Company announced plans to close its salad dressings manufacturing plant in Cambridge, Ontario.  Production will be moved to the Company’s existing manufacturing facilities in Canada and the United States.  The closure will result in the Company’s production capabilities being more aligned with the needs of our customers.  The Company intends to cease all operations by July 2009.  The closure costs were included as costs of the acquisition of E.D. Smith and are not expected to impact earnings.

-16-


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,
   
               
2009
   
2008
   
                         
Dollars
   
Percent
   
Dollars
   
Percent
   
     
(Dollars in thousands)
   
Net sales
                                 
$
355,396
     
100.0
%
 
$
360,623
     
100.0
%
Cost of sales
                                   
283,685
     
79.8
     
290,234
     
80.5
 
Gross profit
                                   
71,711
     
20.2
     
70,389
     
19.5
 
Operating expenses:
                                                               
Selling and distribution
                                   
25,781
     
7.3
     
28,664
     
8.0
 
General and administrative
                                   
15,773
     
4.4
     
15,242
     
4.2
 
Other operating expense (income), net
                                   
242
     
0.1
     
10,922
     
3.0
 
Amortization expense
                                   
3,258
     
0.9
     
3,487
     
1.0
 
Total operating expenses
                                   
45,054
     
12.7
     
58,315
     
16.2
 
Operating income
                                   
26,657
     
7.5
     
12,074
     
3.3
 
Other (income) expense:
                                                               
Interest expense
                                   
4,498
     
1.2
     
7,731
     
2.1
 
Interest income
                                   
     
     
(20
)
   
 
Loss on foreign currency exchange
                                   
2,060
     
0.6
     
1,860
     
0.5
 
Other income, net
                                   
(112
)
   
     
(294
)
   
(0.1
)
Total other expense
                                   
6,446
     
1.8
     
9,277
     
2.5
 
Income before taxes
                                   
20,211
     
5.7
     
2,797
     
0.8
 
Income taxes
                                   
7,479
     
2.1
     
736
     
0.2
 
Net income
                                 
$
12,732
     
3.6
%
 
$
2,061
     
0.6
%
                                                                 

Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008

Net Sales — First quarter net sales decreased 1.4% to $355.4 million in 2009 compared to $360.6 million in the first quarter of 2008.  Reduced volume and the impact of foreign currency were the primary reasons for the decline in net sales.  The Company was able to offset most of the impact by increasing pricing by approximately 8.9%.  Net sales by segment are shown in the following table:

   
Net Sales
 
                   
$ Increase/
   
% Increase/
 
   
2009
   
2008
   
(Decrease)
   
(Decrease)
 
   
(Dollars in thousands)
 
North American Retail Grocery
 
$
230,682
   
$
219,640
   
$
11,042
   
5.0
 %
Food Away From Home
   
66,753
     
70,926
     
(4,173
)
 
(5.9
)%
Industrial and Export
   
57,961
     
70,057
     
(12,096
)
 
(17.3
)%
Total
 
$
355,396
   
$
360,623
   
$
(5,227
)
 
(1.4
)%

Cost of Sales — All expenses incurred to bring a product to completion are included in cost of sales.  These costs include raw materials, ingredient and packaging costs, labor costs, facility and equipment costs, including costs to operate and maintain our warehouses, and costs associated with transporting our finished products from our manufacturing facilities to our own distribution centers.  Cost of sales as a percentage of net sales was 79.8% in the first quarter of 2009 compared to 80.5% in 2008.  We have experienced increases in ingredient and packaging costs such as metal cans, metal caps, sweeteners, cucumbers and fiber in the first quarter of 2009 compared to 2008.  These increases have been more than offset by decreases in the cost of casein, oils and plastic containers.  The combination of price increases and the changes in commodity costs in the first quarter of 2009 versus 2008, has resulted in marginal improvement in our consolidated gross profit.

-17-


Operating Expenses — Total operating expenses were $45.1 million during the first quarter of 2009 compared to $58.3 million in 2008.  Selling and distribution expenses decreased $2.9 million or 10.1% in the first quarter of 2009 compared to the first quarter of 2008 primarily due to a reduction in freight costs related to reduced volume and a reduction in freight rates.  General and administrative expenses increased $0.5 million in the first quarter of 2009 compared to 2008.  The increase was primarily related to higher research and development costs.  Other operating expense was $0.2 million during the first quarter of 2009, and reflected net costs incurred related to the closed Portland, Oregon plant.  This is down significantly from the $10.9 million in 2008, reflecting the initial Portland plant closing costs of approximately $10.4 million and $0.5 million related to the fire at our New Hampton, Iowa facility in 2008.

Interest Expense — Interest expense decreased to $4.5 million in the first quarter of 2009, compared to $7.7 million in 2008 due to lower average interest rates and lower debt.

Foreign Currency — Foreign currency losses increased to $2.1 million for the three months ended March 31, 2009 compared to $1.9 million for the three months ended March 31, 2008, primarily due to increased foreign currency transaction losses from U.S. sourced input costs used in our Canadian operations.

Operating Income — Operating income for the first quarter of 2009 was $26.7 million, an increase of $14.6 million, or 120.8%, from operating income of $12.1 million in the first quarter of 2008.  Our operating margin was 7.5% in the first quarter of 2009 compared to 3.3% in 2008 due to the significantly higher impact of the Portland plant closure and New Hampton fire in 2008.

Income Taxes — Income tax expense was recorded at an effective rate of 37.0% in the first quarter of 2009 compared to 26.3% in the prior year’s quarter.  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.  Because consolidated earnings for the three months ended March 31, 2009 were significantly higher than consolidated earnings for the three months ended March 31, 2008, this tax benefit was proportionally much smaller, therefore, increasing the net effective rate in the first quarter of 2009 compared to 2008.

Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008 — Results by Segment

North American Retail Grocery —

   
Three Months Ended March 31,
 
   
2009
   
2008
 
   
Dollars
   
Percent
   
Dollars
   
Percent
 
   
(Dollars in thousands)
 
Net sales
 
$
230,682
     
100.0
%
 
$
219,640
     
100.0
%
Cost of sales
   
177,352
     
76.9
     
174,372
     
79.4
 
Gross profit
   
53,330
     
23.1
     
45,268
     
20.6
 
Freight out and commissions
   
12,325
     
5.3
     
13,948
     
6.3
 
Direct selling and marketing
   
6,700
     
2.9
     
5,828
     
2.7
 
Direct operating income
 
$
34,305
     
14.9
%
 
$
25,492
     
11.6
%

Net sales in the North American Retail Grocery segment increased by $11.0 million, or 5.0% in the first quarter of 2009 compared to the first quarter of 2008.  The change in net sales from 2008 to 2009 was due to the following:

   
Dollars
   
Percent
 
   
(Dollars in thousands)
 
2008 Net sales
 
$
219,640
         
Volume
   
(9,549
)
   
(4.3
)%
Acquisitions
   
     
 
Pricing
   
24,295
     
11.0
 
Mix/other
   
(3,704
)
   
(1.7
)
2009 Net sales
 
$
230,682
     
5.0
%

The increase in net sales from 2008 to 2009 resulted from the carryover effect of price increases taken in the second half of 2008 due to rising raw material and packaging costs, partially offset by lower case sales of baby food and retail branded pickles, and the impact of foreign currency.  While overall case sales decreased in this segment, the Company experienced modest volume increases in soups, Mexican sauces and dressings.

-18-


Cost of sales as a percentage of net sales decreased from 79.4% in 2008 to 76.9% in 2009 primarily as a result of price increases to offset the material and packaging cost increases incurred by the Company.  Also contributing to the decrease were several cost reduction initiatives and moving away from certain low margin customers over the past year.

Freight out and commissions paid to independent sales brokers was $12.3 million in the first quarter of 2009 compared to $13.9 million in 2008, a decrease of 11.6%, primarily due to reduced volumes and lower freight costs, as fuel prices have decreased since last year.

Food Away From Home —

   
Three Months Ended March 31,
 
   
2009
   
2008
 
   
Dollars
   
Percent
   
Dollars
   
Percent
 
   
(Dollars in thousands)
 
Net sales
 
$
66,753
     
100.0
%
 
$
70,926
     
100.0
%
Cost of sales
   
55,671
     
83.4
     
58,065
     
81.9
 
Gross profit
   
11,082
     
16.6
     
12,861
     
18.1
 
Freight out and commissions
   
2,528
     
3.8
     
3,461
     
4.8
 
Direct selling and marketing
   
1,548
     
2.3
     
1,832
     
2.6
 
Direct operating income
 
$
7,006
     
10.5
%
 
$
7,568
     
10.7
%

Net sales in the Food Away From Home segment decreased by $4.2 million, or 5.9%, in the first quarter of 2009 compared to the prior year.  The change in net sales from 2008 to 2009 was due to the following:

   
Dollars
   
Percent
 
   
(Dollars in thousands)
 
2008 Net sales
 
$
70,926
         
Volume
   
(5,362
)
   
(7.6
)%
Acquisitions
   
     
 
Pricing
   
4,049
     
5.7
 
Mix/other
   
(2,860
)
   
(4.0
)
2009 Net sales
 
$
66,753
     
(5.9
)%

Net sales decreased during the first quarter of 2009 compared to 2008 primarily due to reduced volumes resulting from the recent economic down turn, as consumers reduce their spending on dining and eating out.  This segment also experienced a decrease in net sales due to both a shift in the sales mix and the impact of foreign currency changes.  Net sales of pickle and powder products led the decline by falling 7.5% and 18.2%, respectively.  Increased pricing in response to commodity cost increases over the past year partially offset these volume declines.

Cost of sales as a percentage of net sales increased from 81.9% in the first quarter of 2008 to 83.4% in 2009, as sales price increases realized in the quarter helped to partially offset increases in raw material and packaging costs and due to a shift in mix from higher margin food distributors to lower margin national account quick serve customers.

Freight out and commissions paid to independent sales brokers was $2.5 million in the first quarter of 2009 compared to $3.5 million in 2008, a decrease of 27.0%, primarily due to reduced volumes and lower freight costs, as fuel costs have decreased since last year.

Industrial and Export —

   
Three Months Ended March 31,
 
   
2009
   
2008
 
   
Dollars
   
Percent
   
Dollars
   
Percent
 
           
(Dollars in thousands)
         
Net sales
 
$
57,961
     
100.0
%
 
$
70,057
     
100.0
%
Cost of sales
   
49,378
     
85.2
     
57,797
     
82.5
 
Gross profit
   
8,583
     
14.8
     
12,260
     
17.5
 
Freight out and commissions
   
1,513
     
2.6
     
2,424
     
3.5
 
Direct selling and marketing
   
390
     
0.7
     
233
     
0.3
 
Direct operating income
 
$
6,680
     
11.5
%
 
$
9,603
     
13.7
%


-19-


Net sales in the Industrial and Export segment decreased $12.1 million or 17.3% in the first quarter of 2009 compared to the prior year.  The change in net sales from 2008 to 2009 was due to the following:

   
Dollars
   
Percent
 
   
(Dollars in thousands)
 
2008 Net sales
 
$
70,057
         
Volume
   
(15,500
)
   
(22.1
)%
Acquisitions
   
     
 
Pricing
   
3,836
     
5.4
 
Mix/other
   
(432
)
   
(0.6
)
2009 Net sales
 
$
57,961
     
(17.3
)%

The decrease in net sales is primarily due to reduced volumes resulting from a general decline in consumer usage, and export sales decreasing significantly due to the strength of the U.S. dollar.  While the decline in net sales spanned the products sold within this segment, the largest declines were in the non-dairy powdered creamer and soup products.  Partially offsetting the volume declines were price increases taken since last year in an effort to offset the increases in input costs.

Cost of sales as a percentage of net sales increased from 82.5% in the first quarter of 2008 to 85.2% in 2009 reflecting increasing raw material and packaging costs, which were partially offset by pricing increases during the quarter.

Freight out and commissions paid to independent sales brokers was $1.5 million in the first quarter of 2009 compared to $2.4 million in 2008, a decrease of 37.6%, primarily due to reduced volumes and lower freight costs, as fuel costs have decreased since last year.

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 positive 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 borrowing is needed to finance future acquisitions, approximately $214.8 million was available on the revolving credit facility as of March 31, 2009.  This facility expires in 2011.  We believe that, given our cash flow from operating activities and our available credit capacity, we can comply with the current terms of the 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 is summarized in the following tables:

 
Three Months Ended March 31,
 
 
2009
   
2008
 
 
(In thousands)
 
Cash flows from operating activities:
             
               
Net income
$
12,732
   
$
2,061
 
Depreciation & amortization
 
11,448
     
11,973
 
Stock-based compensation
 
2,900
     
2,781
 
Loss on foreign currency exchange
 
732
     
1,860
 
Write-down of impaired assets
 
     
5,231
 
Deferred income taxes
 
3,612
     
(710
)
Changes in operating assets and liabilities, net of acquisitions
 
(22,610
)
   
9,660
 
Other
 
12
     
(238
)
Net cash provided by operating activities
$
8,826
   
$
32,618
 
               

Our cash from operations decreased from $32.6 million in the first three months of 2008 to $8.8 million in 2009, primarily due to an increase in working capital partially offset by an increase in net income.  The increase in working capital resulted from an increase in inventories due to a decline in sales volume and a reduction in payables.

-20-



   
Three Months Ended March 31,
 
   
2009
   
2008
 
   
(In thousands)
 
Cash flows from investing activities:
               
                 
Additions to property, plant and equipment
 
$
(13,943
)
 
$
(7,597
)
Other
   
12
     
(26
)
Net cash used in investing activities
 
$
(13,931
)
 
$
(7,623
)
                 

In the first three months 2009, cash used in investing activities increased by $6.3 million compared to 2008.  Capital additions were $13.9 million in 2009, compared to $7.6 million in 2008.  Capital spending in 2009 included upgrades to our Pittsburgh plant water and power systems, capacity expansion at our North East, Pennsylvania facility and repair of our New Hampton, Iowa facility, which was damaged by fire in February of 2008, along with routine upgrades and improvements to our other plants.

We expect capital spending programs to be $35.0 million in 2009.  Capital spending in 2009 will focus on productivity improvements and expansion at our North East, Pennsylvania and Pittsburgh plants, and routine equipment upgrades or replacements at all of our plants, which number 17 across the United States and Canada.

 
Three Months Ended March 31,
 
 
2009
 
2008
 
 
(In thousands)
 
Cash flows from financing activities:
           
             
Net borrowing (repayment) of debt
$
4,508
 
$
(31,347
)
Proceeds from stock option exercises
 
110
   
 
Net cash provided by (used in) financing activities
$
4,618
 
$
(31,347
)
             
Net cash used in financing activities changed from a $31.3 million use of funds in 2008 to a $4.6 million source of funds in 2009, as less cash was available from operations to pay down debt than in the prior year.

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 quarter, respectively.  Our long-term financing needs will depend largely on potential acquisition activity.  Our revolving credit agreement, plus cash flow from operations, is expected to be adequate to provide liquidity for our planned growth strategy and current operations, and is not expected to be impacted by the current credit crisis.

Debt Obligations

At March 31, 2009, we had $376.6 million in borrowings under our revolving credit facility, senior notes of $100.0 million and $4.3 million of tax increment financing and other obligations.  In addition, at March 31, 2009, there were $8.6 million in letters of credit under the revolver that were issued but undrawn.

Our revolving credit facility provides for an aggregate commitment of $600 million of which $214.8 million was available at March 31, 2009.  Interest rates are tied to variable market rates which averaged 1.16% on debt outstanding as of March 31, 2009.  We are in compliance with the applicable covenants as of March 31, 2009.

See Note 10 to our Condensed Consolidated Financial Statements.

-21-


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 20 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 for more information about our commitments and contingent obligations.

In 2009, we expect cash interest to be approximately $17.4 million based on anticipated debt levels and cash income taxes are expected to be approximately $16.6 million.

Recent Accounting Pronouncements

Information regarding recent accounting pronouncements is provided in Note 3 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, 2008.  There were no material changes to our critical accounting policies in the three months ended March 31, 2009.

Off-Balance Sheet Arrangements

We do not have any obligations that meet the definition of an off-balance sheet arrangement, other than operating leases, 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,” “expect,” “intend,” “should” and similar expressions, as they relate to us, are intended to identify forward-looking statements.  Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended.  We do not intend to update these forward-looking statements.

In accordance with the provisions of the Litigation Reform Act, we are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this Quarterly Report on Form 10-Q and other public statements we make.  Such factors include, but are not limited to: the outcome of litigation and regulatory proceedings to which we may be a party; 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; cost of borrowing; our ability to maintain and improve cost efficiency of operations; changes in foreign currency exchange rates, interest rates and raw material and commodity costs; changes in economic conditions, political conditions, reliance on third parties for manufacturing of products and provision of services; 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, as well as in our Current Reports on Form 8-K.

-22-



Item 3. Quantitative and Qualitative Disclosures About Market Risk


Interest Rate Fluctuations

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 agreement, $200 million in floating rate debt will be swapped for a fixed 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.  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 being no more than 3.8% during the life of the swap agreement.

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 total loss will be 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 terms 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 market risk, other than our interest rate swap agreement, as of March 31, 2009.  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 $376.6 million under our revolving credit facility, and adjusting for the $200 million fixed rate swap agreement, as of March 31, 2009, each 1% rise in our interest rate would increase our interest expense by approximately $1.8 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.  Many of the raw materials that we use in our products rose to unusually high levels during 2008, including processed vegetables and meats, soybean oil, casein, cheese and packaging materials.  During 2009, certain input costs have decreased from the high levels experienced in 2008, but continue to remain at levels in excess of historical costs.  Additionally, certain input costs such as metal cans, lids and caps continue to rise even through the underlying commodity cost has decreased.  The reason for the continued rise in cost is due in part to the limited number of suppliers.  In addition, fuel costs, which represent the most important factor affecting utility costs at our production facilities and our transportation costs, rose to unusually high levels in the middle of 2008, but have decreased proportionately to the general reduction in overall economic activity in 2009.  Furthermore, certain input requirements, such as glass used in packaging, are available only from a limited number of suppliers.

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, 2009 and 2008, the Company

-23-


recognized a foreign currency exchange loss of approximately $6.5 million and $12.3 million, respectively of which $4.5 million and $10.4 million was recorded as a component of Accumulated other comprehensive loss and $2.1 million and $1.9 million was recorded on the Company’s Condensed Consolidated Statements of Income within the Other (income) expense line, respectively.

In previous years, the Company entered into foreign currency contracts due to the exposure to Canadian/U.S. dollar currency fluctuations on cross border transactions.  These contracts did not qualify for hedge accounting.  The Company recorded the fair value of these contracts on the Condensed Consolidated Balance Sheets and has recorded the change in fair value through the Condensed Consolidated Statement of Income, within the Other (income) expense line.  For the three months ended March 31, 2008, the Company recorded a gain on these contracts totaling approximately $0.3 million.  All foreign currency contracts expired as of December 31, 2008, therefore, there was no gain or loss in the first quarter of 2009.

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, 2009, these disclosure controls and procedures were effective.

There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2009 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

-24-


 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
To the Board of Directors and Stockholders of
TreeHouse Foods, Inc.
Westchester, IL
 
We have reviewed the accompanying condensed consolidated balance sheet of TreeHouse Foods, Inc. and subsidiaries (the “Company”) as of March 31, 2009, and the related condensed consolidated statements of income and cash flows for the three-month periods ended March 31, 2009 and 2008.  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, 2008, 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 25, 2009, 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, 2008 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 5, 2009

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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, 2008.  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, 2008.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

The following matters were submitted to a vote of security holders at TreeHouse Foods’ Annual Meeting of Shareholders held on April 30, 2009.  Further information regarding each item can by found in the Company’s Definitive Proxy Statement which was filed with the Securities and Exchange Commission on March 17, 2009.

Election of Directors
               
Nominee
 
For
 
Withheld
 
Abstain
 
   
Frank J. O’Connell
28,223,858
 
202,366
 
1,091
 
Terdema L. Ussery II
27,131,507
 
1,294,717
 
1,093,442
 
             
The two directors listed above were elected to a three-year term expiring in 2012.

Description of Proposals

Ratification of the selection of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year 2009.

               
   
For
 
Against
 
Abstain
 
   
Votes
 
28,402,159
 
17,907
 
6,158
 

Amendment to Article Fourth of the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock, $0.01 par value, from 40,000,000 to 90,000,000.

               
   
For
 
Against
 
Abstain
 
   
Votes
 
22,629,150
 
5,699,208
 
97,866
 

Item 5. Other Information

None.

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Item 6. Exhibits

   
 
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

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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 8, 2009
 
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