TreeHouse Foods (THS) CORRESPCorrespondence with SEC

We recognize that many of our stakeholders, including some of our stockholders, are interested in our actions and initiatives to address climate change. Accordingly, we provide climate-related disclosures in a variety of ways. In providing such disclosures, we assess applicable disclosure

requirements under the U.S. securities laws and regulations, as well as additional factors such as the nature of the information, the context of the communication, and the information that is available at the time of the communication. We also consider the intended audience for our climate-related disclosures. In this regard, we recognize that our stockholders are not our only stakeholders who may be interested in this topic.

For SEC filings, such as our 2021 Form 10-K, pursuant to our disclosure controls and procedures, we consider whether the information is material to our stockholders. To the extent that any of the important climate-related information that we elect to provide in our 2021 ESG Report or elsewhere rises to the level of materiality under the U.S. securities laws and regulations and is responsive to the disclosure requirements of the applicable form and Rule 12b-20 of the Securities Exchange Act of 1934, we would include such information in the applicable SEC filing.

We believe that the 2021 Form 10-K includes all climate-related information from the 2021 ESG Report that is both material to an understanding of our business and responsive to Form 10-K disclosure requirements. With respect to future SEC filings, we will continue to monitor and evaluate whether the inclusion of additional climate-related information is appropriate at such time in response to applicable disclosure requirements, including any that result from the SEC’s current rulemaking efforts.

We define climate change-related litigation as a proceeding where the primary allegations depend on (a) certain climate change impacts being attributed to our operations, (b) alleged failure by us to meet any applicable legal or regulatory requirements related to climate change or (c) alleged failure by us to adequately mitigate risks to our business due to the impacts of climate change. We assess the risk of material litigation related to climate change by reviewing threatened or asserted claims against us at least quarterly, as well by monitoring trends and developments in litigation and regulation. As detailed on page 15 of our 2022 Proxy Statement, our Enterprise Risk Management (“ERM”) model, in combination with our ESG Strategy (which is overseen by our Nominating and Governance Committee), guides and informs our overall risk management approach to climate-related physical, market, and regulatory risks. Additionally, as noted on page 35 of the 2021 ESG Report, included in our ERM model is our Annual Enterprise Risk Assessment Process, to analyze the impact of identified risks on our company, business model and stakeholders. To date, we have not identified any material litigation risks related to climate change.

During the three fiscal years covered by our 2021 Form 10-K, our climate-related projects related to investments in energy and water efficiency as well as waste reduction projects. Capital expenditures for climate-related projects were approximately $6 million in fiscal 2019, $9 million in fiscal 2020, and $7 million in fiscal 2021. We concluded that these capital expenditures were not material because these expenditures accounted for approximately 1% of our total operating expenses and for less than 0.25% of our net sales for each of these fiscal years.

We have budgeted an estimated $6 million in fiscal 2022 for capital expenditures for climate-related projects. We will continue to monitor our spending for climate-related projects and will report these amounts in future SEC filings, if material.

For the reasons discussed below, we believe we have disclosed the material indirect consequences of climate-related regulation or business trends.

At the time of the filing of the 2021 Form 10-K and at present, no material indirect consequences were identified as being relevant to our business and operations for either (a) decreased demand for goods or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources or (b) increased demand for goods that result in lower emissions than competing products. Although we have observed that consumer preference and demand are placing a greater emphasis on a product’s carbon footprint, we have not yet seen a measurable change in demand for our goods based on their carbon footprint.

At the time of the filing of the 2021 Form 10-K and at present, we have not experienced material competition to develop innovative new products that result in lower emissions to address climate change.

As we discuss on page 19 of the 2021 Form 10-K, any failure by us to achieve the goals and commitments we have and may in the future set with respect to reducing our impact on the environment or perception of a failure to act responsibly with respect to the environment could damage our reputation, which in turn could adversely impact our results of operations. However, as detailed on page 14 of the 2021 Form 10-K, we primarily produce private label food and beverage as opposed to branded food and beverage products; and as such, to the extent that reputation is a factor in the purchase of our products in the broader marketplace, the consumers of our products generally do not buy our products based on our reputation, but rather that of our customers, whose labels are on the products we sell.

From time to time, we evaluate a number of climate-related opportunities. However, none of these opportunities rose to the level of materiality under the U.S. securities laws and regulations. We continue to monitor and evaluate new and emerging climate-related opportunities as they emerge.

Our 2021 Form 10-K discusses the significant physical effects of climate change on our operations and results. As detailed on pages 28 and 30 of our 2021 Form 10-K, the Company identified and disclosed severe winter weather in certain regions of the U.S. during the first quarter of 2021 as an adverse impact to our results of operations. This severe weather led to an increase in operational costs of approximately $6.5 million compared to 2020 primarily as a result of plant down time and increased transportation costs. There were no significant weather-related impacts to our property or operations in 2020 and 2019.

With respect to our insurance, our deductible on our property insurance is less than 0.1% of our total operating expenses in each of fiscal years 2021, 2020, and 2019. We did not meet this deductible threshold for property damage related to weather-related events in any of these three years. Additionally, we have not experienced material changes to the cost or availability of insurance—which has accounted for about 1% of our operating expenses during each of the past three fiscal years—due to weather-related damages, in part due to the majority of our North American operations being located in the Midwest and Northeast, which have not had the same physical effects from coastal flooding, hurricanes, and wildfires as the Atlantic, Gulf, and West Coast. We currently do not expect to meet the deductible threshold for property damage in fiscal 2022, and we expect the amount we pay for insurance to be in line with prior year amounts.

We will continue to monitor these weather-related expenses and will report these amounts in future SEC filings, if material.

As to our major customers, we follow our established ERM model for identifying and managing risks in our business, operations and value chain, including risks that arise from weather-related impacts that may affect our major customers. This model includes our risk matrix for identifying risks to our business, ranking those risks, and setting plans and targets to monitor and mitigate them. Through this process, we have not identified any potential for indirect weather-related impacts that have or may materially affect our major customers.

To date, we have not purchased or sold carbon credits or offsets. While we are evaluating our future use of carbon credits and offsets, we do not expect that future purchases of carbon credits or offsets will materially affect our business, financial condition or results of operations.