THS Treehouse Foods 2015 Investor Day

8/20/2019 THS Treehouse Foods 2015 Investor Day

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Monday, November 16, 2015

THS Investor Day


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Forward-looking Statements

This presentation may contain “forward-looking statements within the meaning of the Private SecuritiesLitigation Reform Act of 1995.” Forward-looking statements include all statements that do not relate solely tohistorical or current facts, and can generally be identified by the use of words such as “guidance,” “may,”

“should,” “could,” “expects,” “seeks to,” “anticipates,” “plans,” “believes,” “estimates,” “approximately,” “nearly,”

“intends,” “predicts,” “projects,” “potential”, “promises” or “continue” or the negative of such terms and other

comparable terminology. These statements are only predictions. The outcome of the events described in theseforward-looking statements is subject to known and unknown risks, uncertainties and other factors that may

cause the Company or its industry’s actual results, levels of activity, performance or achievements to bematerially different from any future results, levels of activity, performance or achievement expressed or impliedby these forward looking statements. TreeHouse’s Form 10-K for the period ending December 31, 2014 andother filings with the SEC, discuss some of the risk factors that could contribute to these differences. You arecautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, whenevaluating the information presented during this conference call. The Company expressly disclaims anyobligation or undertaking to disseminate any updates or revisions to any forward-looking statement containedherein, to reflect any change in expectations with regard thereto, or any other change in events, conditions or

circumstances on which any statement is based.

For the purpose of our discussion today, statements such as “Private Brands” or “the Private Brands business”

refer to the ConAgra Private Brands business. “Private label,” on the other hand, refers to the customer and

corporate brand industry.

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Other Information

Preliminary Financial InformationThe preliminary financial information with respect to the Company on a standalone basis after giving effect to the Acquisition andthe carve-out transactions included in the Evaluation Materials does not represent a comprehensive statement of the financialresults for the Company or of the seller. Such preliminary financial information has been derived from the seller’s internal booksand records, and the seller’s independent auditors have not completed their audit of such preliminary financial information and, asa result, such information is preliminary and subject to change (and such changes could be material). The carveout financialinformation varies from, and is not directly comparable to, the historical financial information of seller on a consolidated basis andany such differences may be material. No representations or warranties are made with respect to the accuracy or completeness of

the preliminary financial information. Accordingly, you should not place undue reliance on such financial information.

Statement R

egarding Non-GAAP Measures

This presentation contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities andExchange Commission. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a company'sperformance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or includedin the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles.Adjusted EBITDA, Adjusted EBITDAS and Pro Forma Adjusted EBITDAS and any ratios derived therefrom, are non-GAAP financialmeasures that exclude certain items such as stock-based compensation and other items as more fully disclosed herein. Thesemeasures should be considered in addition to results prepared in accordance with GAAP, but are not a substitute for GAAP results.A historical reconciliation of Non-GAAP measures presented to the comparable GAAP information can be found herein. This non-GAAP financial information is provided as additional information for the Recipients and is not in accordance with or an alternativeto GAAP. Given the inherent uncertainty regarding adjusted items in any future period, a reconciliation of forward-looking financialmeasures to the most directly comparable GAAP measure is not feasible.

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Today’s Agenda

Topic Presenter

Transformation of Our TreeHouse Sam K. Reed

Acquisition of ConAgra Private Brands Dennis Riordan

Integration of ConAgra Private Brands Rob Hanlon and Lori Roberts

Private Label Shopper Insights Rachel Bishop

Organizational Evolution Chris Sliva

Financial Update Tim Young

Question & Answer Session Management Team

Lunch

4


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Transformation

of Our

TreeHouse

Sam K. Reed

Chairman, President & Chief Executive Officer


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In The Beginning…

6


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Growth 2005…

7

Category

Industrial Might


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Evolution 2010…

8

DestinationBrands

Own Brands

Generic

Premium Tiers

Private Label

Commodity

Premium

Value Added

Customer

Brand Architecture


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Evolution 2010…

Brand Innovation

CustomerMarketing

Lowest Cost

Fast Follower

NBE Quality

Transaction

Brand

Service

Customer

Brand Architecture

9


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Transformation 2015…

10

Consumer

Shopper Insights

We all share the same tire swing!


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Transformational Triggers in CPG

11

0% 5% 10% 15% 20% 25% 30% 35%

Simplify Operating Model

Business Model

Disruptive Technologies

Economic Demographic Shifts

Industry Consolidation

Going Global

Customer Demand

Source: KPMG’s FY15 Transformational Survey , Food, Drink & CPG industries; expected triggers/catalysts for company operating model transformation within the next 3 years


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The Transition of Our TreeHouse

12…From GrowthThru Evolution…To Transformation


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Growing Strong, Standing Tall

13


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Acquisition of ConAgra Private Brands

Dennis Riordan

EVP & Chief Financial Officer


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Key Highlights of Private Brands Announcement

Creates the Nation’s Largest Private Label Food & Beverage Manufacturer

Significant Opportunities for Operational Improvements

Expands Product Portfolio by 10 Sizable Complementary Categories

12th Major Deal Over the Last 10 Years

Substantial Free Cash Flow Generation for Debt Repayment

Experienced Operating Team Led by Industry Veterans

15

1

2

3

4

5

6


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Creates the Nation’s Largest Private Label

Food & Beverage Manufacturer

16

1

$392

$300 $692

$0

$200

$400

$600

$800

$3.2

$3.6 $6.8

$0.0

$2.0

$4.0

$6.0

$8.0

Pro Forma Net Sales ($ bn) (1) Pro Forma Adj. EBITDAS ($ mm) (1)

Source: TreeHouse Public Filings and transcript from November 2, 2015.(1) This financial information is preliminary and does not represent a comprehensive statement of the financial results for the Company or of the seller. Such preliminary financial information has been

derived from the seller’s internal books and records, and the seller’s independent auditors have not completed their audit of such preliminary financial information and, as a result, such information

is preliminary and subject to change (and such changes could be material). The carveout financial information varies from, and is not directly comparable to, the historical financial information ofseller on a consolidated basis and any such differences may be material. No representations or warranties are made with respect to the accuracy or completeness of the preliminary financialinformation. Accordingly, you should not place undue reliance on such financial information.

% Margin ~12% ~8% ~ 10%

+PrivateBrands

PrivateBrands

+PrivateBrands

PrivateBrands


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Combined Manufacturing Facilities

17

Private Brands’ complementary manufacturing footprint more than doublesTreeHouse’s number of facilities from 24 to 56

TreeHousePrivate Brands

Source: TreeHouse and ConAgra Public filings.


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Significant Opportunities for OperationalImprovements

2

~13.0%~12.0%

0.0%

5.0%

10.0%

15.0%

Ralcorp

FY 2012

TreeHouse

LTM 9/30/15

Historical Adj. EBITDAS Margins Adj. EBITDAS Margin Improvement (1)

Source: TreeHouse and Ralcorp Public Filings, Wall Street Research and TreeHouse transcript from November 2, 2015.Note: Excludes synergies.(1) This financial information is preliminary and does not represent a comprehensive statement of the financial results for the Company or of the seller. Such preliminary financial information has

been derived from the seller’s internal books and records, and the seller’s independent auditors have not completed their aud it of such preliminary financial information and, as a result, suchinformation is preliminary and subject to change (and such changes could be material). The carveout financial information varies from, and is not directly comparable to, the historical financialinformation of seller on a consolidated basis and any such differences may be material. No representations or warranties are made with respect to the accuracy or completeness of the preliminary financial information. Accordingly, you should not place undue reliance on such financial information.

(2) Ralcorp was acquired by ConAgra in 2013. The information presented above represents publicly disclosed financial information regarding Ralcorp for its fiscal year ended September 30, 2012.Ralcorp as a s tand-alone company is not equivalent to the Private Brands segment of ConAgra or the Target business being acquired. Such historical information regarding Ralcorp varies from,and is not directly comparable to, such information of the Target business being acquired and such differences may be material. Accordingly, you should not place undue reliance on such financialinformation.

(2)

~8.0%

~9.0%

4.0%

6.0%

8.0%

10.0%

Private BrandsToday MarginImprovement Private BrandsExpected ByYear 3


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Expands Product Portfolio by 10 SizableComplementary Categories

3

TreeHouse Today(1)

+ Private BrandsTreeHouse

+ 10Complementary

Categories

19

Source: TreeHouse Public Filings and transcript from November 2, 2015.(1) LTM period ending 9/30/15 per TreeHouse 10K and 10Q.(2) Other includes: Dry Dinners (4%), Aseptic Products (3%), Jams (2%) and Other Products (2%).

(3) Includes Mexican and other sauces.(4) Other includes: Dry Dinners (2%), Aseptic Products (1%), Jams (1%) and Other Products (1%).

Beverages

Dressings

BeverageEnhancers

Soups

Pickles

Snacks

Sauces (3)

Cereals

Other (2)

20%

14%

12%

11%

11%

10%

7%

5%

11%Snacks

RetailBakery

Bars

CondimentsPasta

Beverages

BeverageEnhancers

Soups

Pickles

Cereals

Other (3)

In-Store BakeryFrozen GriddleRefrigerated

Dough

29%

12%

11%9%

7%

6%

6%

5%

5%4%

5%

0%

Cookies &CrackersSweet & Salty

RTE Cereal

= New Categories

= Additional Categoriesin Product Groupings


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Overview of Private Brands Pillars

20

• Cookies, crackers,snack nuts, snackmixes, pretzels,

pita chips

• Syrups, sauces,spoonables,preserves, jellies

• Bars, fruit snacks • Domestic andimported drypasta, gluten-free

and healthypastas, risotto

• In-store bakeryproducts,refrigerated

dough, frozengriddle products

• Ready-to-eatcereal, hot cereal

Private BrandsLTM Net Sales: $3.6bn (1)

Snacks$1.3bn

37%

Condiments$250mm

7%

Bars$400mm

11%

Pasta$500mm

14%

Retail Bakery$650mm

18%

Cereal$450mm

13%

Source: TreeHouse public filings , TreeHouse transcript from November 2, 2015, IRI MULO L52W ended 8/23/2015 and other industry resources.(1) This financial information is preliminary and does not represent a comprehensive statement of the financial results for the Company or of the seller. Such preliminary financial information has been

derived from the seller’s internal books and records, and the seller’s independent auditors have not completed their audit of such preliminary financial information and, as a result, such informationis preliminary and subject to change (and s uch changes could be material). The carveout financial information varies from, and is not directly comparable to, the historical financial information ofseller on a consolidated basis and any such differences may be material. No representations or warranties are made with respe ct to the accuracy or completeness of the preliminary financial

information. Accordingly, you should not place undue reliance on such financial information.


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Purchase Priceand Financing

Purchase Price $2,700Expected Closing Q1 2016

New Debt Raised $1,800New Equity Issued to Market 1,000Transaction Fees & Expenses (100)

Total $2,700

Equity IssuanceNew Shares Issued 12.50% of Current TreeHouse Shares Outstanding 28.5%

Adjusted

EPS Accretion /Dilution

2016P ($0.20) – ($0.35)

2017P $0.55 – $0.702018P $1.50 – $1.65

Pro Forma LeveragePF 2015 Net Debt / EBITDAS 4.34x

PF Debt Pay-down / Year 0.6x

($ in millions)

Note: TreeHouse Share price of $84.22 as of 10/22/2015 market close. Equity issuance includes 5% discount. Assumes 1/1/2016 transaction close.

21

4Substantial Free Cash Flow Generation forDebt Repayment


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22

5 12th Major Deal Over the Last 10 Years

$708 $939

$1,158$1,501 $1,512

$1,817$2,050 $2,182

$2,294

$2,946$3,245

~$7,000

$76 $109$138 $157

$191

$283 $300 $297$323

$389 $392

$692

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 LTM9/30/15

ProForma

Net Sales ($ in millions)

Adjusted EBITDAS ($ in millions)

Source: Company Filings.Note: For a reconciliation of non-GAAP measures to the most comparable GAAP measures see slide 23.(1) This financial information is preliminary and does not represent a comprehensive statement of the financial results for the Company or of the seller. Such preliminary financial information has been

derived from the seller’s internal books and records, and the seller’s independent auditors have not completed their audit of such preliminary financial information and, as a result, such information is

preliminary and subject to change (and such changes could be material). The carve out financial information varies from, and is not directly comparable to, the historical financial information of selleron a consolidated basis and any such differences may be material. No representations or warranties are made with respect to t he accuracy or completeness of the preliminary financial information. Accordingly, you should not place undue reliance on such financial information.

PrivateBrands (1)


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TreeHouse Historical Adjusted EBITDASReconciliation

23

Source: TreeHouse company filings. Additional detail available in TreeHouse 8-K Filings.(1) Includes product rationalization costs.

FY FY FY FY FY FY FY FY FY FY LTM Quarter Ending

Fiscal Year Ended December 31 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 9/30/15 9/30/14 9/30/15Net Income $12 $ 45 $42 $ 28 $ 81 $ 91 $94 $ 88 $ 87 $ 90 $112 $20 $28

Interest Expense 1 13 22 27 18 46 53 52 49 42 46 10 11

Interest Income - (1) (0) (0) - - (0) (1) (2) (1) (3) (0) (0)

Income Taxes 15 27 25 11 41 45 45 36 38 47 54 11 12

Discontinued Operations 1 (0) 0 0 - - - - - - - - -

Depreciation and Amortization 17 25 35 46 47 70 83 88 89 112 125 30 30

Stock-Based Compensation Expense 10 19 14 12 13 16 15 13 16 25 23 7 5

Write-down of Trade Names 5 8 - - 8 - - - - - - - -

Gain on Insurance Replacement of Fixed Assets - - - - (14) - - - - - - - -

Foreign Currency Loss on Translation of Intercompany Notes - - - 9 (5) 1 0 1 2 10 22 7 9

Gain on Foreign Currency Hedge Transaction - - (3) - - - - - - - - - -

Mark-to-market Adjustments - - - 7 (2) (4) (1) 1 (1) 3 3 (0) 2

Acquisition, Integration and Related Costs - 1 4 1 2 16 2 3 13 36 9 19 3

Gain on Curtailment of Post Retirement Benefits Plan - (29) - - - (2) - - - - - - -

Debt Refinancing Costs - - - - - - - - - 22 0 0 -

Restructuring / Facility Consolidation Costs(1) 10 1 (0) 13 1 5 8 16 28 2 2 0 0

Loss on Investment - - - - - - - - 4 - - 0 -

One-Time Factory Costs Associated with Inventory Reduction Program - - - 3 - - - - - - - - -

Revalue License Agreement and Other - - - 1 - - - - - - - - -

Gains: Fructose Settlement, Cairo Facility Gain, Tank Yard Sale (3) - - - - - - - - - - - -

Spin Related Costs 10 - - - - - - - - - - - -

Other Operating Income (0) - - - - - - - - - - - -

Adjusted EBITDAS $76 $109 $138 $157 $191 $283 $300 $297 $323 $389 $392 $103 $100


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24

6Experienced Operating Team Led by IndustryVeterans

Dennis Riordan Kevin Hunt

Interim President, PrivateBrands

Maintaining dual role asTreeHouse CFO

CFO of TreeHouse since Jan 2006

Senior Advisor

Previously served as Co-CEO andPresident of Ralcorp

20+ years of private labelexperience

Source: TreeHouse management.

Operating management of Private Brands has agreed to remain with the business after closing of the transaction

Role

Food IndustryExperience

(Yrs)

VP General Manager, Retail Bakery

VP General Manager, Cereal & Condiments

Sr. Director, HR

VP Counsel Legal

SVP Sales

VP General Manager, Pasta

16

25

21

12

29

14

Role

Food IndustryExperience

(Yrs)

VP IT

VP R&D

VP Finance

VP Operations

VP General Manager Lead; Snacks, Bars

20

16

36

28

20


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Portfolio

Private Brands

PartnershipCapabilities

Scale

Both businesses are bettertogether due to increased:

Reliability anddistribution scale

Customers will be reap benefitsof improved:

Efficiency andcoordination (Onepoint-of-contact)

Innovation andcategory insight

Stronger Together

25


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Integration of ConAgra Private Brands

Rob Hanlon, SVP & Chief Information Officer

Lori Roberts, SVP Human Resources


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Integration Priorities

27

Deliver 2015-2016 business plans

Accelerate Stabilization of Private Brands

Integrate the businesses

1

2

3

Create a renewed partnership with customers

Leverage the best of both operatingorganizations to drive growth

Organize to enable rapid, informed decisionmaking


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Integration Structure

28

Rachel Bishop, CSO & Integration Lead – Dedicated Lead Resources

Steering Committee

Operations &Supply Chain

TSA Procurement

Integrate and Capture Synergies

Strategy / 2016Business Plans

Sales / GTM

Stabilize & Accelerate

BusinessReporting

Culture &Communications

On-Site Admin

CorporateFinance

Customer ServiceSnacks

Private Brands Business

Operations

Human Resources

Cereals

Bars Pasta

CondimentsRetail

Bakery

Dennis Riordan, CFO &Interim President

Senior executives from both THS and Private Brands

Rob Hanlon, CIO & TSA Lead

Ensure alignment among TreeHouse, Private Brands and ConAgra to achieve no loss ofservices for both businesses


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Transition Services Scope

29

Support & Reporting ServicesOperational Services

Transportation& Load

Planning

Supplier OrderManagement

AccountsReceivable

AccountsPayable

CustomerOrder

Management

DataManagement

HumanResources,Benefits &

Payroll

Financial Accounting

Research &Development

Treasury

Supply ChainPlanning

WarehouseOperations &

3PL’s

Procurement

ContractManufacturing

Supply ChainFinance

Environment Health Safety

Marketing

BrokerCommission

Sales & Use TaxReal Estate &

Facilities


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Technology Separation Challenge

30

SharedPlatforms

TwoBusinesses

MasterData

Accounting

FinancialReporting

HR & Talent

Transportation

Recipes &Formulas

DemandPlanning

SupplyPlanning

Indirect Procurement

• 4 Dedicated Private Brandsplatforms.

• 2 Businesses on sharedplatforms.

•

9 Functions on sharedplatforms.

• 2 Years to transition toTreeHouse platform.

• Capabilities added toTreeHouse platform.

• Shared platform drives TSAservices.

• Ability to exit TSA services asplatforms are transitioned.


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Private Label Shopper Insights

Rachel Bishop

SVP & Chief Strategy Officer


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Consumers Are Seeking Benefits And Value

BenefitsPrice

= Value

45,066

41,281

+9%

20142011

As the number of brands multiplies,consumers have a wider array of benefitsoffered and lower price options, so they are

seeking more value

Number of Brands*

Note*: Includes brands with more than $10,000 of salesSource: Nielsen Scantrack 2014, 2011; TCG Analysis 32


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As They Seek Value, Becoming Less Brand Loyal

33

0

20

40

60

80

Good alternativeto name brands

Usuallyextremely goodvalue for money

Quality as goodas name brands

Some are higherquality thanname brand

For people ontight budgets &can’t afford the

best

2008 2014

Shopper Attitudes on Private Label (Top 2 Box)

“Store brands are…”

Source: Nielsen Homescan Survey, January/February 2014


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Especially Millennials

34

I have no real preference betweenprivate label vs. national brands

61%

47%

30%

Brand names are important inmy grocery purchasing decision

I change brand names frequently

51%

40%39%

BoomersMillennials

Attitudes Towards Brands & Loyalty

Source: ‘Trouble in Aisle 5’ Jefferies-Alix Partners (June 2012), Nielsen Homescan, Nielsen Scantrak; TCG Analysis


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We Sought to Better Understand the Shopper

35

ShopperTag-alongs

Customer testimonials Deep qualitative and quantitative analysis Private label shopper segmentation Customer specific shopper insight

PL ShopperSurvey

In-DepthData

Analysis


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And We Learned A Lot

36 Note: The model measures PL share growth on a unit share basis Source: Nielsen Scantrak and Homescan, 52 week periods ending 10/25/14,10/26/13, 10/27/12 and 10/29/11; TCG Analysis

Dimension

Demographics

Share of Influence

32%

Channel Sales

Pricing &Promotion 11%

14%

CategoryDynamics 43%


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Consumers Told Us What They Thought

37

“I’ve never noticed thestore brand crunchy

granola bars, but I buy

that brand of pasta and Ireally like it, so I am

going to try the bars.”

“My store’s private

brands are good quality,whereas at other stores

you have to be carefulwith their brands. At

other places I only buystore brands for items

I’m cooking with.”

“I’m not a big yogurt fan

but this is sweeter andjust has a better taste to

it than other brands, so Ialways come here for my

yogurt.”


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Openness to InnovationLow High

V a l u e

v s .

B e n e f i t s O r i e n t a t i o n

V a l u e - F o c u s e d

B e n e f i t s - F o c u s e d

Private Label Segments – Key Dimensions(Size of Bubble Reflects Segment’s Share of Total PL Spend)

We Segmented Private Label Shoppers

38

Quality Purists

Active Solution Seekers

Value Optimizers

Brand Loyalists

Detached Habitualist


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Quality Purists

Value Optimizers

Brand Loyalists

Active Solution Seekers

Detached Habitualists

100%100%

SS Coffee BuyersF+B Buyers

Segment Distribution of Total F+B and SS CoffeeBuyers (from Survey)

Next-Generation PLSegments +11% for SSCoffee vs Total

Note: SS Coffee Buyers defined by presence of P3M SS Coffee PurchaseSource: TreeHouse PL Growth Survey (2015); TCG Analysis

Single Serve Coffee Profile

39


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Insights Will Drive Innovation in Snack Nuts

40

53% 50% 46%

11%

Chips Tortilla Chips Pretzels Nuts

Snack Segments; Flavor as a % of Total

Flavored Original

Almonds:• Maui Onion• Balsamic Vinegar & Rosemary• Italian Herb• Sweet BBQ

Cashews:• Chipotle Cheddar• Black Pepper & Lime

Deluxe Mixed Nuts:•

Sriracha• Hot Dill

Flavors in Development

Sources: IRI Market Advantage, MULO 52 Weeks Ending 11/23/14 (Chips, Tortilla Chips & Pretzels); Nielsen xAOC, 52 weeks ending 12/20/14 (Nuts)


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-5% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% 55% 60%

65%

60%

30%

20%

25%

5%

0%

10%

15%

-5%

Squeezable Fruit

Nut Butters

Dried Fruit Snacks

Fruit & Veggie ChipsTortilla and Pita Chip

Breakfast / Granola / Snack Bars

Health & Wellness Bars

Speciality Crackers

Trail Mix

RTE Popcorn

Nuts (Snacking & Baking)

Snack-centric Granola

=$1Bn in sales

AdjacenciesTHS Segment

C a t e g o r y 3 Y e a r C A G R

Private Label % Penetration

Source: IRI, Market Advantage, Total US – MULO, 52 weeks ending 01-01-12 vs. 52 weeks ending 12-28-14

Leveraging Insights in M&A

41


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Organizational Evolution

Chris Sliva

President, Bay Valley Foods


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Executive Summary

• Separate into four Divisions that are organized to drive EBITimprovement

• Move non-scale oriented functional support into each Division

• Functions that derive value from scale, e.g., procurement,logistics, IT, etc., remain centralized

• Sales will become a hybrid organization, with Divisionconnected resources at our top customers representing 70-80% of revenue, and multi-divisional resources at the balance

43


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TreeHouse Foods Operating Construct

44

Bay Valley Foods

OperatingDivisions

Beverages

Condiments

Snacks

Meals

FunctionalLeadership / Shared

ServicesGo-To-Market

SingleCustomer

Teams

Multi-Customer

Teams

StrategicShared

Customers

LimitedSupport

Customers

Ensure alignment with strategy

Provide policies and process

consistency

Allocate scarce resources(people, capital, etc.)

Leverage THS scale


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Applying Consumer, Asset Capability and Customer ViewLeads to Organizing BVF into 4 Broad Product Arenas

45

Tea

SweetenersWeight Mgmt DrinksSugar Free DrinksSingle Serve Coffee

Hot CerealMac n’ Cheese

Pasta SideDishes

PicklesSalsaPasta SauceSalad Dressing

SyrupCheese Sauce

Beverages

Meals

Condiments

• ~$850M net sales• 6 plants

•

~$650M net sales• 6 plants

• ~$1.1B net sales•

10 plants

Snacks• ~$700M net sales• 2 plants

NutsTrail MixBars

Snacks

MayonnaiseRefrigerated DressingJam / JelliesSaucesPudding

Soup / Broth / GravyInfant Feeding

Carton Soup

Liquid Beverage

EnhancersNon-Fat Dry Milk Non-Dairy Creamer


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Create Direct Connectivity and Accountability atCustomers Representing ~70% of Each Division’s Volume

46

# of Customers 5 25 50 950

Net Sales* ~$1.3B ~$1B ~$700M ~$300M

% of Sales 40-45% 30-35% 15-20% 5-10%

Strategic Focus Growth GrowthGrowth &Pricing for

Services

StandardSolutions

SingleCustomer

Teams

MultiCustomer

Teams

StrategicShared

Customers

LimitedSupport

Customers

GTM Organization

Note: *Net sales figures exclude Canada


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47

SingleCustomer

Team Leader

Beverages

Acct Exec

Condiments Acct Exec

Meals AcctExec

Snacks AcctExec

MultiCustomer

Team Leader

Beverages

Acct Exec

Condiments Acct Exec

Meals AcctExec

Snacks AcctExec

StrategicShared

Customers

Full Portfolio Acct Exec




LimitedSupport

Customers

Tele Sales

Acct Exec

Broker AcctExec

Our New Structure Creates Increased Resources at TopCustomers and Greater Connection to the Divisions

MealsDivision

Beverages

Division

SnacksDivision

CondimentsDivision


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The TreeHouse Brand

48

Executing the THS brand promise required changes in the operating company model

CategoryManagement

ProductInnovation

ConsumerInsights

Quality FoodSafety

CustomerService

Low CostProducts

Highlyefficient

distributionof a broad

portfolio of products


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49

CoffeeTrail

Mix

SaladDressingNon-DairyCreamer

5 % S

h a r e o f

F & B

C u s t o m e r ’ s C a t e g o r y D e v e l o p m e n t

Private Label Share

21%

T E S T

The TreeHouse Brand ConnectionA Customer’s View

M A I N T A I N

LowHigh

L o w

H i g h


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Financial Review

Tim Young

SVP & Chief Financial Officer, Bay Valley Foods


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September YTD 2015 Highlights

51

Positives

Solid marginperformance in legacy

BVF businesses, despitedeclines in volume

Input costs trendedfavorably, helping

margins

Lower SG&A (partiallydue to reduced

incentives) and afavorable tax rate

Negatives

Volume / Mix down 2.9%,declines led by coffee

Coffee sales and profitabilitydeclined from prior year

due to continued

competitive pressures

Unfavorable FX negativelyimpacted profitability

b b 5


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September YTD 2014 to September YTD 2015Bridge – Operating Income

52

(Unaudited)($ in 000’s)

$80,000

$90,000

$100,000

$110,000

$120,000

$130,000

$140,000

$150,000

$160,000

$170,000

OperatingIncome

9 Months EndedSeptember 30,

2014

Protenergy &Flagstone

(non-comparableperiods)

Coffee FX Incentive Comp Debt Refinancing& Acquisition

Costs

Legacy BusinessImprovements

OperatingIncome

9 Months EndedSeptember 30,

2015Baseline Better Worse


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September YTD 2015 Operating Segments

53

2014 2015 Inc/(Dec) 2014 2015 Inc/(Dec) 2014 2015 Inc/(Dec)

Net Sales 1,489,014$ 1,768,938$ 18.8% 284,633$ 280,726$ -1.4% 268,942$ 291,327$ 8.3%

DOI 230,901$ 242,220$ 4.9% 33,837$ 39,454$ 16.6% 45,546$ 51,727$ 13.6%

DOI % 15.5% 13.7% 11.9% 14.1% 16.9% 17.8%

North American Retail Grocery Food Away From Home Industrial & Export

• Net sales growth results from acquisitions and continued expansionin natural, organic, and better for you products

• Margin variability due to competitive pressures in coffee, unfavorableFX, and sales mix, partially offset by favorable input costs

($ in 000’s)


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September YTD 2015 Sales Roll-Forward

54

North American Food Away Industrial

Retail Grocery From Home & Export Total

2014 Net sales 1,489,014$ 100.0% 284,633$ 100.0% 268,942$ 100.0% 2,042,589$ 100.0%

Volume / Mix (73,568) -4.9% 1,200 0.4% 12,139 4.5% (60,229) -2.9%

Pricing (6,791) -0.5% (1,396) -0.5% (4,384) -1.6% (12,571) -0.6%

Acquisitions 393,275 26.4% 243 0.1% 20,750 7.7% 414,268 20.3%Foreign currency (32,992) -2.2% (3,954) -1.4% (6,120) -2.3% (43,066) -2.2%

2015 Net sales 1,768,938$ 118.8% 280,726$ 98.6% 291,327$ 108.3% 2,340,991$ 114.6%

($ in 000’s)


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TreeHouse Debt Capacity

55

Outstanding asof 9/30/2015

Availability Interest Rate Expiration

Revolving Credit $428 mm $459 mm(2) 1.89%(3) May 2019

Term Loan $296 mm ― 1.89%(3) May 2021

Acquisition Term Loan $193 mm ― 1.89%(3) May 2019

High Yield Notes $400 mm ― 4.875% Fixed March 2022

Total Debt $1,324 mm(1)

Notes:(1) Includes $7.1 million of tax increment financing and other debt (2) Letters of credit issued but undrawn totaling $13.1 million have been included as a reduction to the calculation of available credit (3) Average interest rate on debt outstanding under Credit Facility for the three months ended September 30, 2015

Proforma leverage is expected to be less than 3.5 times debt to Adjusted EBITDA at12/31/2015

2016 W ki A ti E l di P i t


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2016 Working Assumptions – Excluding PrivateBrands

• Our focus in 2016 will be on improving margins throughsimplification and operating improvements, while keeping aneye on our top line.

• Input cost changes are expected to be benign in total, but withsome variability in certain commodities. We will need toaddress the probability of wider movements (up or down) asthe year progresses.

• We anticipate 100 bps of margin improvement from our on-going business next year.

56

2016 W ki A ti E l di P i t


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2016 Working Assumptions – Excluding PrivateBrands

• 2016 SG&A spending:

– Increased IT spending anticipated to address the continued roll-out tolegacy locations.

– Expect G&A to revert back to traditional levels of 5.5% - 6.0% of

revenue in 2016, as incentive compensation is reset to target levels.

• Tax rates are expected to be in the 34% - 35% range.

• Interest expense to remain flat as rates are anticipated to riseslightly in 2016, offset by pay down of debt.

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Growing Strong, Standing Tall

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Thank You

Question & Answer Session

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THS Treehouse Foods 2015 Investor Day

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