Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.06M
2: EX-4.10 Instrument Defining the Rights of Security Holders HTML 66K
3: EX-21.1 Subsidiaries List HTML 45K
4: EX-23.1 Consent of Experts or Counsel HTML 46K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 52K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 53K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 47K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 47K
122: R1 Cover Page HTML 108K
28: R2 Consolidated Balance Sheets HTML 148K
84: R3 Condensed Consolidated Balance Sheets HTML 65K
(Parenthetical)
140: R4 Consolidated Statements of Operations HTML 150K
123: R5 Consolidated Statements of Comprehensive Income HTML 73K
(Loss)
29: R6 Consolidated Statements of Stockholders' Equity HTML 90K
85: R7 Consolidated Statements of Cash Flows HTML 186K
141: R8 Summary of Significant Accounting Policies HTML 76K
120: R9 Recently Issued Accounting Pronouncements HTML 52K
51: R10 Restructuring Programs HTML 174K
33: R11 Leases HTML 196K
91: R12 Revenue Recognition HTML 83K
145: R13 Receivables Sales Program HTML 53K
52: R14 Inventories HTML 104K
34: R15 Discontinued Operations and Other Divestitures HTML 122K
92: R16 Property, Plant, and Equipment HTML 64K
146: R17 Goodwill and Intangible Assets HTML 133K
53: R18 Accrued Expenses HTML 63K
32: R19 Income Taxes HTML 208K
118: R20 Long-Term Debt HTML 107K
136: R21 Stockholders' Equity HTML 53K
86: R22 Earnings Per Share HTML 59K
30: R23 Stock-Based Compensation HTML 147K
119: R24 Accumulated Other Comprehensive Loss HTML 84K
137: R25 Employee Pension and Postretirement Benefit Plans HTML 331K
87: R26 Other Operating Expense, Net HTML 60K
31: R27 Commitments and Contingencies HTML 68K
117: R28 Derivative Instruments HTML 115K
138: R29 Segment and Geographic Information and Major HTML 122K
Customers
144: R30 Quarterly Results of Operations (Unaudited) HTML 119K
89: R31 Guarantor and Non-Guarantor Financial Information HTML 799K
36: R32 Schedule II - Valuation and Qualifying Accounts HTML 56K
55: R33 Summary of Significant Accounting Policies HTML 131K
(Policies)
143: R34 Summary of Significant Accounting Policies HTML 110K
(Tables)
88: R35 Restructuring Programs (Tables) HTML 175K
35: R36 Leases (Tables) HTML 139K
54: R37 Revenue Recognition (Tables) HTML 78K
142: R38 Inventories (Tables) HTML 108K
90: R39 Discontinued Operations and Other Divestitures HTML 109K
(Tables)
135: R40 Property, Plant, and Equipment (Tables) HTML 64K
115: R41 Goodwill and Intangible Assets (Tables) HTML 128K
17: R42 Accrued Expenses (Tables) HTML 62K
71: R43 Income Taxes (Tables) HTML 211K
133: R44 Long-Term Debt (Tables) HTML 71K
113: R45 Earnings Per Share (Tables) HTML 58K
15: R46 Stock-Based Compensation (Tables) HTML 154K
69: R47 Accumulated Other Comprehensive Loss (Tables) HTML 84K
131: R48 Employee Pension and Postretirement Benefit Plans HTML 334K
(Tables)
116: R49 Other Operating Expense, Net (Tables) HTML 60K
101: R50 Derivative Instruments (Tables) HTML 107K
157: R51 Segment and Geographic Information and Major HTML 118K
Customers (Tables)
58: R52 Quarterly Results of Operations (Unaudited) HTML 119K
(Tables)
38: R53 Guarantor and Non-Guarantor Financial Information HTML 799K
(Tables)
103: R54 Summary of Significant Accounting Policies - HTML 55K
Additional Information (Details)
159: R55 Summary of Significant Accounting Policies - HTML 57K
Estimated Useful Lives of Assets (Details)
60: R56 Summary of Significant Accounting Policies - HTML 63K
Estimated Useful Lives of Intangible Assets
(Details)
41: R57 Recently Issued Accounting Pronouncements - HTML 59K
Additional Information (Details)
100: R58 Restructuring Programs - Aggregate Expenses HTML 69K
Incurred Associated with Facility Closure
(Details)
161: R59 Restructuring Programs - Reconciliation of HTML 69K
Liabilities (Details)
76: R60 Restructuring Programs - Restructuring Programs - HTML 59K
Additional Information (Details)
22: R61 Restructuring Programs - Schedule of Facility HTML 61K
Closures (Details)
107: R62 Restructuring Programs - Overall Tree House 2020 HTML 68K
Program Costs By Type (Details)
127: R63 Restructuring Programs - Overall Structure to Win HTML 68K
2020 Program Costs By Type (Details)
79: R64 Restructuring Programs - Overall Restructuring and HTML 59K
Plant Costs By Type (Details)
24: R65 Leases - Additional Information (Details) HTML 67K
109: R66 Leases - Supplemental Balance Sheet Information HTML 67K
Related to Leases (Details)
129: R67 Leases - Components of Lease Expense (Details) HTML 61K
83: R68 Leases - Operating and Finance Lease Liability HTML 87K
(Details)
20: R69 Leases - Composition of Capital Leases (Details) HTML 52K
47: R70 Leases - Other Information Relating to Leases HTML 52K
(Details)
67: R71 Revenue Recognition - Disaggregation of Revenue HTML 94K
(Details)
150: R72 Revenue Recognition - Narrative (Details) HTML 49K
97: R73 Receivables Sales Program - Additional Information HTML 61K
(Detail)
45: R74 Inventories (Details) HTML 54K
65: R75 Inventories - Additional Information (Details) HTML 53K
148: R76 Inventories Inventories - Impact of the Change HTML 91K
from LIFO to FIFO on Statement of Operations
(Details)
95: R77 Inventories Inventories - Impact of the Change HTML 60K
from LIFO to FIFO on Balance Sheet (Details)
49: R78 Discontinued Operations and Other Divestitures - HTML 107K
Additional Information (Details)
61: R79 Discontinued Operations and Other Divestitures - HTML 74K
Results of Discontinued Operations on Income
Statement (Details)
48: R80 Discontinued Operations and Other Divestitures - HTML 94K
Results of Discontinued Operations on Balance
Sheet (Details)
68: R81 Property, Plant, and Equipment - (Details) HTML 71K
153: R82 Property, Plant, and Equipment - Additional HTML 64K
Information (Details)
99: R83 Goodwill and Intangible Assets - Additional HTML 96K
Information (Details)
43: R84 Goodwill and Intangible Assets - Changes in HTML 69K
Carrying Amount of Goodwill (Details)
63: R85 Goodwill and Intangible Assets - Gross Carrying HTML 67K
Amounts and Accumulated Amortization of Intangible
Assets, with Finite Lives (Details)
147: R86 Goodwill and Intangible Assets - Estimated HTML 57K
Amortization Expense on Intangible Assets
(Details)
94: R87 Accrued Expenses (Details) HTML 71K
50: R88 Income Taxes - Components of (Loss) Income Before HTML 56K
Income Taxes (Details)
62: R89 Income Taxes - Components of Provision for Income HTML 76K
Taxes (Details)
75: R90 Income Taxes - Reconciliation of Income Tax HTML 101K
Expense Computed at U.S. Federal Statutory Tax
Rate to Income Tax Expense (Details)
21: R91 Income Taxes - Tax Effects of Temporary HTML 89K
Differences Giving Rise to Deferred Income Tax
Assets and Liabilities (Details)
105: R92 Income Taxes - Additional Information (Details) HTML 71K
125: R93 Income Taxes - Reconciliation of Beginning and HTML 68K
Ending Amount of Unrecognized Tax Benefits
(Details)
81: R94 Income Taxes - Income Taxes - Details of Tax HTML 79K
Attributed Related to Net Operating Losses,
Credits And Capital Losses (Details)
26: R95 Long-Term Debt (Details) HTML 75K
110: R96 Scheduled Maturities of Outstanding Debt, HTML 66K
Excluding Deferred Financing Costs (Details)
130: R97 Long-Term Debt - Additional Information (Details) HTML 81K
82: R98 Long-Term Debt - Revolving Credit Facility - HTML 77K
Additional Information (Details)
19: R99 Long-Term Debt - Term Loan A - Additional HTML 59K
Information (Details)
16: R100 Long-Term Debt - Term Loan A-1 - Additional HTML 49K
Information (Details)
70: R101 Long-Term Debt - 2022 Notes - Additional HTML 64K
Information (Details)
132: R102 Long-Term Debt - 2024 Notes - Additional HTML 63K
Information (Details)
112: R103 Long-Term Debt - Interest Rate Swap Agreements - HTML 49K
Additional Information (Details)
18: R104 Long-Term Debt - Fair Value - Additional HTML 50K
Information (Details)
72: R105 Long-Term Debt - Capital Lease and Other HTML 49K
Obligations - Additional Information (Details)
134: R106 Long-Term Debt - Deferred Financing Costs - HTML 50K
Additional Information (Details)
114: R107 Stockholders' Equity - Additional Information HTML 76K
(Details)
14: R108 Earnings Per Share - Summary of Effect of HTML 57K
Share-Based Compensation Awards on Weighted
Average Number of Shares Outstanding Used in
Calculating Diluted Earnings Per Share (Details)
73: R109 Stock-Based Compensation - Additional Information HTML 109K
(Details)
59: R110 Stock-Based Compensation - Summary of Total HTML 51K
Compensation Expense (Details)
39: R111 Stock-Based Compensation- Summary of Stock Option HTML 102K
Activity (Details)
104: R112 Stock-Based Compensation - Summary of Employee and HTML 52K
Director Stock Option Highlights (Details)
160: R113 Stock-Based Compensation - Assumptions Used to HTML 56K
Calculate Value of Option Awards Granted (Details)
57: R114 Stock-Based Compensation - Summary of Restricted HTML 77K
Stock and Restricted Stock Unit Activity (Details)
37: R115 Stock-Based Compensation - Summary of Employee and HTML 52K
Director Restricted Stock and Restricted Stock
Highlights (Details)
102: R116 Stock-Based Compensation - Summary of Performance HTML 70K
Unit Activity (Details)
158: R117 Stock-Based Compensation - Summary of Performance HTML 51K
Unit Highlights (Details)
56: R118 Accumulated Other Comprehensive Loss- Components HTML 76K
of Accumulated Other Comprehensive Loss Net of Tax
Except for Foreign Currency Translation Adjustment
(Details)
42: R119 Accumulated Other Comprehensive Loss - Components HTML 50K
of Accumulated Other Comprehensive Loss Net of Tax
Except for Foreign Currency Translation Adjustment
(Footnote) (Detail)
108: R120 Employee Pension And Postretirement Benefit Plans HTML 91K
- Additional Information (Details)
128: R121 Employee Pension and Postretirement Benefit Plans HTML 62K
- Multiemployer Pension Plans (Details)
80: R122 Employee Pension and Postretirement Benefit Plans HTML 60K
- Fair Value of Pension Plan Assets, by Asset
Category (Details)
25: R123 Employee Pension and Postretirement Benefit Plans HTML 122K
- Summarized Information about Pension and
Postretirement Benefit Plans (Details)
106: R124 Employee Pension and Postretirement Benefit Plans HTML 58K
- Accumulated Benefit Obligation and Weighted
Average Assumptions Used (Details)
126: R125 Employee Pension and Postretirement Benefit Plans HTML 58K
- Key Actuarial Assumptions Used to Determine
Postretirement Benefit Obligations (Details)
78: R126 Employee Pension and Postretirement Benefit Plans HTML 76K
- Summary of Net Periodic Cost of Pension and
Postretirement Benefit Plans (Details)
23: R127 Employee Pension and Postretirement Benefit Plans HTML 61K
- Weighted Average Assumptions Used to Determine
Pension Benefit Costs (Details)
111: R128 Employee Pension and Postretirement Benefit Plans HTML 64K
- Estimated Future Pension and Postretirement
Benefit Payments (Details)
124: R129 Other Operating Expense, Net (Details) HTML 56K
149: R130 Commitments and Contingencies - Additional HTML 57K
Information (Details)
96: R131 Derivative Instruments - Additional Information HTML 66K
(Details)
44: R132 Derivative Instruments - Derivative, Fair Value, HTML 60K
and Location on Condensed Consolidated Balance
Sheets (Details)
64: R133 Derivative Instruments - Gains and Losses on HTML 73K
Derivative Contracts (Details)
152: R134 Segment and Geographic Information and Major HTML 68K
Customers - Additional Information (Details)
98: R135 Segment and Geographic Information and Major HTML 88K
Customers - Financial Information Relating to
Reportable Segments (Details)
46: R136 Segment and Geographic Information and Major HTML 53K
Customers - Long-Lived Assets by Geographic Region
(Details)
66: R137 Quarterly Results of Operations (unaudited) - HTML 114K
Summary of Unaudited Quarterly Results of
Operations (Details)
156: R138 Guarantor and Non-Guarantor Financial Information HTML 190K
- Condensed Supplemental Consolidating Balance
Sheet (Details)
93: R139 Guarantor and Non-Guarantor Financial Information HTML 162K
- Condensed Supplemental Consolidating Statement
of Operations (Details)
139: R140 Guarantor and Non-Guarantor Financial Information HTML 108K
- Condensed Supplemental Consolidating Statement
of Comprehensive Income (Loss) (Details)
121: R141 Guarantor and Non-Guarantor Financial Information HTML 161K
- Condensed Supplemental Consolidating Statement
of Cash Flows (Details)
27: R142 Schedule II - Valuation and Qualifying Accounts - HTML 54K
Deferred Tax Valuation Allowance (Details)
40: R9999 Uncategorized Items - ths12-31x201910k.htm HTML 51K
77: XML IDEA XML File -- Filing Summary XML 314K
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151: EXCEL IDEA Workbook of Financial Reports XLSX 191K
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11: EX-101.DEF XBRL Definitions -- ths-20191231_def XML 1.53M
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74: JSON XBRL Instance as JSON Data -- MetaLinks 677± 1.07M
154: ZIP XBRL Zipped Folder -- 0001320695-20-000009-xbrl Zip 852K
‘EX-4.10’ — Instrument Defining the Rights of Security Holders
This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]
EXHIBIT 4.10
DESCRIPTION OF REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
DESCRIPTION OF CAPITAL STOCK
Authorized Capital Stock
As of the date hereof, the Company’s authorized capital stock consists of 100,000,000 shares, of which 90,000,000 shares are common stock, par value $0.01 per share, and 10,000,000 shares are preferred stock, par value $0.01 per share. Common Stock
Company Common Stock Outstanding. The outstanding shares of the Company’s common stock are duly authorized,
validly issued, fully paid and non-assessable. The Company’s common stock is listed on the New York Stock Exchange under the symbol “THS.” Dividend Rights. Subject to the dividend rights of the holders of any outstanding preferred stock, the holders of shares of common stock are entitled to receive ratably dividends out of funds lawfully available therefore at such times and in such amounts as the Company’s board of directors may from time to time determine. Rights Upon Liquidation. Upon liquidation, dissolution or winding up of the Company’s affairs, the holders of the
Company’s common stock are entitled to share ratably in the Company’s assets that are legally available for distribution, after payment of all debts, other liabilities and any liquidation preferences of outstanding preferred stock. Conversion, Redemption and Preemptive Rights. Holders of the Company’s common stock have no conversion, redemption, preemptive or similar rights. Voting Rights. Each outstanding share of the Company’s common stock is entitled to one vote at all meetings of stockholders, provided, however, that except as otherwise required by law, holders of the
Company’s common stock are not entitled to vote on any amendment to the certificate of incorporation that relates solely to the terms of outstanding preferred stock. The Certificate of Incorporation does not provide for cumulative voting in the election of directors. Other than the election of directors, if an action is to be taken by vote of the stockholders, it will be authorized by a majority of the votes cast by the holders of shares entitled to vote on the action, unless a greater vote is required in the Certificate of Incorporation or By-laws. Directors are elected by a plurality of the votes cast at an
election. Preferred Stock
The Company’s Certificate of Incorporation authorizes the Company’s board of directors, without further stockholder action, to provide for the issuance of up to 10,000,000 shares of preferred stock, in one or more series, and to fix the designations, terms, and relative rights and preferences, including the dividend rate, voting rights, conversion rights, redemption and sinking fund provisions and liquidation preferences of each of these series. The Company may amend
from time to time the Certificate of Incorporation to increase the number of authorized shares of preferred stock. Any such amendment would require the approval of the holders of a majority of the Company’s shares entitled to vote. Dividend Rights. The preferred stock will be preferred over the Company’s common stock as to payment of dividends. Before any dividends or distributions (other than dividends or distributions payable in the Company’s common stock or other stock ranking junior to that series of preferred stock as to dividends and upon liquidation)
on the Company’s common stock or
other stock ranking junior to that series of preferred stock as to dividends and upon liquidation shall be declared and set apart for payment or paid, the holders of shares of each series of preferred stock (unless otherwise set forth in the applicable prospectus supplement) will be entitled to receive dividends when, as and if declared by the Company’s board of directors or, if dividends are cumulative, full cumulative dividends for the current and all prior dividend periods. The
Company will pay those dividends either in cash, shares of preferred stock or otherwise, at the rate and on the date or dates set forth in the applicable prospectus supplement. With respect to each series of preferred stock that has cumulative dividends, the dividends on each share of the series will be cumulative from the date of issue of the share unless some other date is set forth in a prospectus supplement relating to the series. Accruals of dividends will not bear interest. The applicable prospectus supplement will indicate the relative ranking of the particular series of the preferred stock as to the payment of dividends, as compared with then-existing and future series of preferred stock.
Rights Upon Liquidation. The preferred stock of each series will be preferred over the
Company’s common stock and other stock ranking junior to that series of preferred stock as to assets, so that the holders of that series of preferred stock (unless otherwise set forth in the applicable prospectus supplement) will be entitled to be paid, upon the Company’s voluntary or involuntary liquidation, dissolution or winding up, and before any distribution is made to the holders of the Company’s common stock and other stock ranking junior to that series of preferred stock, the amount set forth in the applicable prospectus supplement. However, in this case the holders of preferred stock of that series will not be entitled to any other or further payment. If upon any liquidations, dissolution or winding up, the
Company’s net assets are insufficient to permit the payment in full of the respective amounts to which the holders of all outstanding preferred stock are entitled, the Company’s entire remaining net assets will be distributed among the holders of each series of preferred stock in amounts proportional to the full amounts to which the holders in each series are entitled, subject to any provisions of any series of preferred stock that rank it junior or senior to other series of preferred stock upon liquidation. The applicable prospectus supplement will indicate the relative ranking of the particular series of the preferred stock upon liquidation, as compared with then-existing and future series of preferred stock. Conversion, Redemption or Exchange Rights. The shares of a series of preferred stock will be convertible
at the option of the holder of the preferred stock, redeemable at the Company’s option or the option of the holder, as applicable, or exchangeable at the Company’s option, into another security, in each case, to the extent set forth in the applicable prospectus supplement. Voting Rights. Except as indicated in the applicable prospectus supplement or as otherwise from time to time required by law, the holders of preferred stock will have no voting rights.
Business Combinations Act
The Company is subject to the provisions of Section 203 of DGCL. Subject to certain exceptions, Section 203 prohibits a publicly-held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years after the person became an interested stockholder, unless the interested stockholder attained such status with the approval of the Company’s board of directors or the business combination is approved in a prescribed manner. A business combination includes, among other things, a merger or consolidation involving the Company
and the interested stockholder and the sale of more than 10% of the Company’s assets. In general, an interested stockholder is any entity or person beneficially owning 15% or more of the Company’s outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person. The Certificate of Incorporation and By-laws also
contain certain provisions that may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders. For example, the Certificate of Incorporation and By-laws divide the Company’s board of directors into three classes with staggered three-year terms. Under the Certificate of Incorporation and By-laws, any vacancy on the
Company’s board of directors, including a vacancy resulting from an enlargement of the Company’s board of directors, may only be filled by vote of a majority of the directors then in office. The classification of the Company’s board of directors and the limitations on the removal of directors and filling of vacancies could make it more difficult for a third party to acquire, or discourage a third party from acquiring, control of the Company.
The Certificate
of Incorporation and By-laws also provide that any action required or permitted to be taken by the Company’s stockholders at an annual meeting or special meeting of stockholders may only be taken if it is properly brought before the meeting and may not be taken by written action in lieu of a meeting. The Certificate of incorporation provides that stockholders representing at least a majority of the votes which all stockholders would be entitled to cast in any annual election of directors have the right to call special meetings of stockholders. In addition, the By-laws establish an advance notice procedure for stockholder
proposals to be brought before an annual meeting of stockholders, including proposed nominations of persons for election to the board of directors. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper form to the Company’s secretary of the stockholder’s intention to bring such business before the meeting. These provisions could have the effect of delaying until the next stockholders’ meeting stockholder actions that are favored by the holders of a majority of the Company’s outstanding voting securities.
These
provisions may also discourage a third party from making a tender offer for the Company’s common stock, because even if it acquired a majority of our outstanding voting securities, the third party would be able to take action as a stockholder, such as electing new directors or approving a merger, only at a duly called stockholders’ meeting, and not by written consent. Certain Effects of Authorized but Unissued Stock
The Company’s authorized but unissued shares
of common stock and preferred stock may be issued without additional stockholder approval and may be utilized for a variety of corporate purposes, including future offerings to raise additional capital or to facilitate corporate acquisitions. The issuance of preferred stock could have the effect of delaying or preventing a change in control of the Company. The issuance of preferred stock could decrease the amount available for distribution to holders of the Company’s common stock or could adversely affect the rights and powers, including voting rights, of such holders. In certain circumstances, such issuance could have the effect of decreasing the market price of the Company’s
common stock. One of the effects of the existence of unissued and unreserved common stock or preferred stock may be to enable the Company’s board of directors to issue shares to persons friendly to current management, which could render more difficult or discourage an attempt to obtain control of the Company by means of a merger, lender offer, proxy contest or otherwise, and thereby protect the continuity of management. Such additional shares also could be used to dilute the stock ownership of persons seeking to obtain control of the Company. We plan to issue additional shares of common stock in connection with our employee benefit
plans. We do not currently have any plans to issue shares of preferred stock.
