Sam Reed - Chairman and CEO David Vermylen - President and COO Dennis Riordan - SVP and Chief Financial Officer

Andrew Lazar - Lehman Brothers John Szego Marco - Wachovia Capital Markets Will Sawyer - Credit Suisse

Good morning. And welcome to the TreeHouse Foods InvestorRelations Conference Call for the Third Quarter of 2007. This conference call may contain forward-looking statementswithin the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that donot relate solely to historical or current facts that can generally beidentified by the use of words such as may, should, could, expects, seeks to,anticipates, plans, believes, estimates, intends, predicts, projects, potentialor continue or the negative of such terms and other comparable technology. These statements are only predictions. The outcome of theevents described in these forward-looking statements is subject to known andunknown risks, uncertainties and other factors that may cause the company orits industries' actual result levels or of activity performance or achievementsto be materially different. Any future result levels or activity performance orachievements expressed or implied by these forward-looking statements.TreeHouse's Form 10-K for the period ending December 31, 2006 and subsequentquarterly results discuss some of the factors that could contribute to thesedifferences. You are cautioned not to unduly rely on such forward-lookingstatements, which speak only of the date made when evaluating the informationpresented in these presentations. The company expressly disclaims any obligations orundertaking to disseminate any updates or reversions to any forward-lookingstatements continued herein to reflect any changes in its expectations withregards thereto or any other changes and events, conditions or circumstances onwhich any statement is based. This call is being recorded. At this time, I would like to turn the call over to the CEOof TreeHouse Foods, Mr. Sam K. Reed. Please go ahead sir.

Thank you, Darryl. Good morning all and welcome back to ourTreeHouse. As usual, I am joined this morning by David Vermylen and DennisRiordan. We once again welcome the opportunity to report our recentperformance, strategic progress and longer-term prospects to you. We have excellent performance to report in the thirdquarter. Operating cash flow increased 18% to $33.8 million, as operatingmargins improved and the San Antonio Farms acquisition added higher marginsalsa to our portfolio. Operating cash flow or adjusted EBITDA gained 100 basispoints to reach 12.4% of sales the highest quarterly level since we formedTreeHouse two and half years ago. A combination of price increases andproductivity gains more than offset spiraling commodity costs allowing AGM adjustedgross margin our measure of segment profitability to reach its highest level insix quarters. I am particularly pleased to note that this critical measureAGM increased across the board in the private label grocery, foodservice andindustrial channels of distribution. These solid gains more than offsetweakness in smaller channels and product categories. Sales revenue increased $20 million due primarily to pricingprograms and the addition of salsa. Sales dollars increased in all threesegments pickles, powder and soup and infant feeding, in spite of weak marketfundamentals in the canned soup category. Consolidated SG&A expenses excluding stock optionexpense declined 100 basis points, as compared to the third quarter of 2006. Wehave both tightened our belts and gained economies of scale over the past 12months as SG&A expenses have increased at only two-thirds the rate ofrevenue expansion. We closed the E.D. Smith transaction and completed theintegration with San Antonio Farms in the quarter. All in all, it was a verysatisfactory quarter and one that despite rampant input inflation confirmed ourdual agenda of pricing programs to offset cost inflation and internalimprovements to increase operating margins. While we see storm clouds on the horizon pretending evengreater cost inflation in 2008, we approach the year-end with great confidencethat we will achieve all that we originally set out to do last January. Noteveryone in our industry can make that same claim. I will now turn it over to David and Dennis for a morethorough review of recent performance and year-end outlook. I’ll then wrap upwith some thoughts on the coming year and our longer-term strategic prospects.David?

Thank you, Sam. Good morning, everybody. Given that wereviewed the E.D. Smith business with investors just three weeks ago. I willfocus my comments on our business and review revenue and adjusted gross marginsalong with highlighting the continued headwinds we see in our input costs. Net sales were up just over 8%, while this was primarily dueto acquisition activity our core strategic businesses did well with goodrevenue growth, with good gains and adjusted gross margin despite significantyear-over-year cost increases. Pickle revenue was up 3.6%, which is an improvement over theyear-to-date running rate of minus 1%. Private label and foodservice sales weregood offset somewhat by an expected decline in branded pickle sales principallythe Peter Piper brand. The pickle adjusted gross margin of 13.8% was 270 basispoints ahead of year ago and 270 basis points above the first six months of2007. Our pricing fully kicked in at the beginning of the third quarterallowing us to offset a 5% increase in crop costs, an 11% increase in glass anda 9% increase in corrugated costs. While we have made gains in our pickle adjusted grossmargins we're not satisfied with where we are and are very focused oncustomer-by-customer profitability. Our non-dairy creamer sales were up 9.6%due to higher pricing. This aggressive pricing to offset input cost increasesdid not result in meaningful volume declines. This business has faced extraordinary increases in costssuch as the 28% increase in corn syrup and sweeteners and a 41% increase insoybean oil. Despite these increases, our pricing and productivity programsresulted in our adjusted gross margin growing 160 basis points to 20.2%. Thisis also a 200 basis points above the first six months of 2007. Soup and Infant Feeding sales were up 1.6%. Soup sales wereessentially flat and we had a decline in our branded infant feeding businesswith an offset in our Co-pack Soup and Infant Feeding. The adjusted grossmargin of 15% was down 190 basis points versus a year ago due to the decline inthe higher margin branded infant feeding business. While, we benefited from some soup pricing in the quarter,the majority of soup pricing affects the fourth quarter. The soup market is notas robust as it was a year ago as we are seeing less in the way of innovationplus an increase in merchandising activity in the ready to serve segment. As measured by Nielsen, category dollar sales for the latest12 weeks are flat versus a 52-week trend of plus 2% to 3%. These trends temperour optimism for the fourth quarter. Some sustained cold weather would be agood thing, which we did not have last year until the middle of January. In total, as we look to the fourth quarter we are cautiouslyoptimistic primarily given we have our pricing in place to deal with the higherinput costs. While, we were late out of the box on pricing in Q1 '07 for theyear we will realize pricing of $43 million with an annualized impact of over$70 million. As we head into 2008, we are being more proactive than ayear ago on having pricing in place that will protect our margins next year. Insummary, despite all of the cost challenges it was a solid quarter. I'll not turn it over to Dennis.

Thank you, David. From a financial point of view we continueto make good progress in restoring and improving on our operating marginsdespite the strong headwinds of input cost inflation. We were particularlypleased with the progress made in pickles and our ability to efficientlyintegrate San Antonio Farms and DeGraffenreid into the Bay Valley Foodsbusiness. Sales in the quarter increased 8.1% due to the addition ofthe DeGraffenreid pickle and San Antonio Farms salsa acquisitions. Excludingthese acquisitions legacy revenues increased 1.6%. As David indicated, we sawsome softening in the soup business in the quarter but pickles, powder andother products performed as expected. In terms of gross margins, our reported gross margins of21.6% were slightly higher than last year's gross margins of 21.5% and improvedsequentially over the second quarter's margins of 20.9% and the first quarter'smargins of 20.1%. The continued improvement in margins is due to aggressivepricing actions needed to stay level with rising input costs along withinternal cost savings programs to drive incremental margin. As I discuss the key product category margins, please keepin mind that we analyze our segment margins by looking at gross profit lesscommissions and freight expenses on customer shipments. We refer to thisvariable contribution measure as adjusted gross margins or AGM. Pickle AGMs increased nicely in the quarter improving to13.8% compared to 11.1% last year and 11.2% in the second quarter. Pricingactions accounted for the bulk of the improvement. Non-dairy creamer AGMs improved to 20.2% from 18.6% lastyear as pricing actions offset much higher input costs and productivity gainsadded margin dollars. Soup and Infant Feeding AGMs were 15% in the quartercompared to 16.9% last year. The decline was due to a mix shift from brandedbaby food to lower margin Co-pack sales. Soup margins were down slightly compared to last year aslower than forecasted sales resulted in the need to adjust down our productionschedules resulting in some inefficiency in the quarter. Our reported operating expenses totaled $36.8 million in thequarter, which was down slightly from the prior year. SG&A expense,excluding stock option expenses were $31.7 million or 11.7% of net sales in thethird quarter of 2007 compared to $31.9 million or 12.7% of net sales lastyear. The quarter-over-quarter improvement was replicated on theyear-to-date basis as well. SG&A costs excluding stock option expenses were11.9% of net sales compared to 12.5% last year. We have lowered our operatingcosts as a percent of net sales in each of this year's three quarters ascompared to the same quarters last year. Interest expense in the quarter was $5 million, compared to$4.6 million last year, an increase of only 9.7% despite the combined $100million in acquisition costs associated with the DeGraffenreid and San AntonioFarms acquisitions. This attests to the strong cash flow of the underlyingbusinesses. Our effective tax rate for the quarter was 37.6%, justslightly lower than our full-year rate of 38.2%. Last year's tax rate for thethird quarter was 35.5% and included a relatively large tax adjustment to matchthe tax expense to our first filed tax returns last year. Overall net income finished at $10.6 million or $0.34 perfully diluted share compared to $0.26 per share last year. Last year's resultsincluded unusual items such as a gain on the sale of a closed plant and plantclosure costs. Excluding these costs, operating earnings per share lastyear would have been $0.24, compared to last year's adjusted earnings per shareof $0.24 our earnings per share this year increased by 41.7%. I will now discuss the outlook for the remainder of theyear. In the third quarter, we were able to continue to increase key productcategory margins despite the run-up in commodity costs. The fourth quarter will see greater price realization as weenter the key-shipping season for soup and nondairy creamers. Although we areentering the fourth quarter with good momentum, the headwinds from input costshave been stronger than we expected, and we see no abatement in sight. In addition, we are somewhat cautious on the velocity ofsoup sales given the light Q3 sales and a relatively warm startup to the fallsoup season. Despite these risks, we continue to expect strong year-over-yearresults in the fourth quarter. In last year's fourth quarter fully dilutedearnings per share were $0.30 after unusual items. We expect the fourth quarter this year to contribute between$0.42 and $0.45 per share, an increase in earnings per share of over 40%. Thiswill bring the full-year earnings per share to $1.29 to $1.32 per share beforeonetime costs associated with the E.D. Smith acquisition. This estimate iswithin the range of our previously issued guidance. As I discussed during our last two conference calls, weexpect approximately $0.07 in onetime acquisition costs primarily relating tothe inventory revaluations that are required in purchase accounting. Insummary, we remain optimistic for a strong finish to the year. Sam, I will now turn it back to you.

Thank you, Dennis. As I look forward to the year-end, I ampleased that we at TreeHouse have been able to maintain our original baselinefor earnings guidance. We have done so in the wake of commodity and other inputcost inflation that was almost triple our original estimate last October. It is a testament to our market leading positions in keyproduct categories across all major channels that we have done so with onlyisolated distribution losses. Further, it is a tribute to our Bay Valley Foodsorganization, which has persevered in the face of great adversity and marketuncertainty. From a supply chain perspective, productivity gains and costsavings are on track to contribute another $20 million to the overall profitimprovement of the company for the year. As a result, we now anticipate that operating cash flows oradjusted EBITDA will increase approximately 18% for the full year. The midpoint of our EPS guidance equates to an increase of approximately 60 basispoints and EBITDA as a percentage of sales. As we improved performance, we also progressed our strategicagenda. We made three acquisitions, entered into a joint venture, expanded ourproduct portfolio into salsa and portable salad dressings, and extended ourdistribution reach to Canada. Although the packaged foods industry will encounter evengreater cost inflation in 2008 particularly in the commodity oriented oils,sweeteners and dairy sectors. While the environment will be difficult and thetask formidable, we at TreeHouse are well prepared to meet the challenge ofcontinued commodity and energy inflation. We have already established thepricing, purchasing and productivity programs necessary to weather thegathering storm. Further, our sales, marketing and supply chain team is inclose contact with major customers in order to establish cooperative programsto squeeze inefficiency and waste out of every facet of our shared enterprise. We fully anticipate that we will be able to successfullypass through cost increases, marginally grow the core business and significantlyupgrade our product and channel portfolio in the coming year. We also expect to continue our expansion via acquisition inthe new strategically attractive product categories in 2008. The integration ofSan Antonio Farms is already complete and the consolidation plan for E.D. Smithis well underway. Our businesses generate substantial cash, free cash flowthat in conjunction with new borrowings will also provide the additionalcapital needed for new acquisitions next year. Whatever the economic climate, TreeHouse will have theresources, capital and wherewithal to get deals done. Finally, let me share twoanecdotes that sheds light on our future as a consolidator of private-label andfoodservice suppliers. David, Dennis and I recently toured our newest additionsto the TreeHouse family San Antonio Farms and E.D. Smith. We witnessed our integration teams and their newly acquiredpartners in full pursuit of new sales opportunities and supply chainefficiencies this was as expected but there was more. At San Antonio Farms wefound a product development program that is a ready-made model for innovationacross all product categories in our growing and diverse portfolio. Similarly at E.D. Smith we discovered an excellent prototypefor manufacturing efficiency and private label food processing. In bothinstances someone outside a TreeHouse had already developed a best practicemethodology that far exceeds private label industry standards. Thanks to our strategy and business model these progressivesmall company entrepreneurial advances can be ruled out across the entireTreeHouse spectrum of products, customers, channels and operations. As we traveled back to Chicago I realized that while we arepreoccupied with a never-ending agenda of short-term problems. It isrevelations like these that confirm the strategic vision of our TreeHouseadventure in the long run. Darryl, we'll now open the lines for questions and comments.

(Operator Instructions) And we'll take our first questionfrom Andrew Lazar with Lehman Brothers. Please go ahead sir. Andrew Lazar - Lehman Brothers: Good morning.

Good morning, Andrew.

Good morning. Andrew Lazar - Lehman Brothers: Just a quick question on some of the co-packing side, I knowthat's business that can be far more volatile in nature than some other partsof your business. I'm curious how big a part of your business is that? Is it much larger in one particular piece is it like soupand infant feeding as an example and have there been any pushback or moreimportantly, I guess risk of losing kind of a chunk of business with some ofthese price increases coming through, which would be different than because itseems like the pricing is going through relatively well from the core retailerstandpoint?

Andrew this is David. Most of the co-pack business is insoup and infant feeding and we have long-term contracts very stable forrelationships cost pass through arrangements. And those businesses are againlower margin but they are very stable and doing quite well. Andrew Lazar - Lehman Brothers: Got it. Okay. And then you made a couple of referencesobviously with respect to soup and I think weather is what it is. But you kindof went a little beyond that and did say lack of or less branded innovationthan we saw perhaps a year ago. And I think you had mentioned higher merchandising, can youjust perhaps, I understand the innovation piece because obviously all of thelow sodium stuff was coming out last year and there hasn't been anything tosort of lap that, that still seems to be what the bigger players are going withthis year. But from a merchandising standpoint I'm curious what you weregetting at there?

What I am -- what we are seeing there is an increase incases moved under promotion in the ready to serve segment and that will alsoresults in lower retail price points on the ready-to-serve. Andrew Lazar - Lehman Brothers: Yes.

We are not seeing kind of activity on the condensed side butthere is a lot more share swapping activity on the ready-to-serve side than wesaw a year ago. Andrew Lazar - Lehman Brothers: Yes. Okay. Very helpful. Thanks a lot.

Thank you, Andrew.

And we will take our next question from Jonathan Feeney withWachovia. Please go ahead. John Szego Marco - Wachovia Capital Markets: Good morning. This is actually [John Szego Marco] on behalfof Jonathan Feeney. Thank you for taking our questions. Can you talk quicklyabout the price gaps to branded competitors in soup, as well as, pickles andone, whether you're comfortable with that gap and, two how that compares tosort of historical levels?

John I don't have the specific data but the gaps have notchanged over the last year or so. I would say that in pickles the gap hasnarrowed modestly because we have been, I think more aggressive on pricing thansome of the brands though we are seeing some pricing now from the brands, so Ithink the gaps will go back to the historic levels. John Szego Marco - Wachovia Capital Markets: Got it. Great. And then just one quick second one, havethere been any new surprises for you on the E.D. Smith -- within the E.D. Smithbusiness specifically have you seen any reason that they historically weren'tor recently weren't more aggressive in terms of taking pricing offsettingcosts?

We are very focused on that, in fact, I was up in Canadathis week and we are in the, developing the '08 plan. And a big topic ofconversation there relates to matching up input cost increases with the pricingthat is required both north and south of the border. I think that their not being aggressive primarily relates tothe company being put up for sale and wanting to maintain a strong topline andtheir topline has been good this year. John Szego Marco - Wachovia Capital Markets: Got it. Great. That is very helpful. Thank you very much.

(Operator Instructions) We’ll take our next question fromRobert Moskow with Credit Suisse. Please go ahead. Will Sawyer - Credit Suisse: Good morning. This is Will Sawyer for Rob. How are doing?

Hi. Good morning.

Hello. Will Sawyer - Credit Suisse: Good. Quick question again on E.D. Smith, we've noticed thatyour earnings model is pretty sensitive to the gross margins of E.D. Smith. Doyou think that the commodity cost headwind in this business is particularlyharder than the rest of your businesses? I only ask this because it seems like you've got pricingthrough your core business. So whether the increased input cost, is anythingchanged regarding your gross margin estimate for E.D. Smith for Q4 and theninto 2008?

No. The biggest raw material component that we have to dealwith E.D. Smith will be soybean oil and there have been significantyear-over-year increases. I believe that as I pointed out for non-dairy creamerfor the third quarter our soybean oil cost were up about 40% year-over-year. E.D. Smith is facing the same things, we in fact find somecost synergy opportunities between the two companies but we are a very focusedon restoring the margins of that business as we are putting together the '08plan. It is right out at the top of our priority list. Will Sawyer - Credit Suisse: All right. Thank you.

(Operator Instructions) And there are no further questionsat this time. I would like to turn it back over to management for anyadditional or closing remarks.

Thank you, Darryl. Thanks everyone for joining us thismorning and we hope we can see as many of you as possible next week at thePLMA, the Private Label Manufacturers Association annual show in Chicago. Thankyou.

Once again, ladies and gentlemen, this will conclude today'sconference. We thank you for your participation. You may now disconnect.