ý
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QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Ohio
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34-0538550
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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One Strawberry Lane
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Orrville, Ohio
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44667-0280
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area code: (330) 682-3000
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N/A
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(Former name, former address and former fiscal year, if changed since last report)
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Large accelerated filer
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ý
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller Reporting Company
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o
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Page No.
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1A.
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Item 2.
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Item 6.
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Three Months Ended October 31,
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Six Months Ended October 31,
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||||||||||||
Dollars in millions, except per share data
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales
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$
|
1,913.9
|
|
|
$
|
2,077.7
|
|
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$
|
3,729.7
|
|
|
$
|
4,029.7
|
|
Cost of products sold
|
1,171.0
|
|
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1,290.4
|
|
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2,264.1
|
|
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2,513.7
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||||
Gross Profit
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742.9
|
|
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787.3
|
|
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1,465.6
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1,516.0
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||||
Selling, distribution, and administrative expenses
|
363.1
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|
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389.8
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|
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719.1
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|
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777.4
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||||
Amortization
|
51.8
|
|
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53.0
|
|
|
103.5
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|
|
106.0
|
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||||
Other special project costs
(A)
|
26.6
|
|
|
30.6
|
|
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48.8
|
|
|
53.5
|
|
||||
Other operating (income) expense – net
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(1.9
|
)
|
|
0.1
|
|
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(2.9
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)
|
|
(1.8
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)
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||||
Operating Income
|
303.3
|
|
|
313.8
|
|
|
597.1
|
|
|
580.9
|
|
||||
Interest expense – net
|
(41.0
|
)
|
|
(42.6
|
)
|
|
(82.5
|
)
|
|
(87.0
|
)
|
||||
Other income (expense) – net
|
3.2
|
|
|
(1.6
|
)
|
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4.3
|
|
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(1.5
|
)
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||||
Income Before Income Taxes
|
265.5
|
|
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269.6
|
|
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518.9
|
|
|
492.4
|
|
||||
Income taxes
|
88.2
|
|
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93.6
|
|
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171.6
|
|
|
180.0
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||||
Net Income
|
$
|
177.3
|
|
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$
|
176.0
|
|
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$
|
347.3
|
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$
|
312.4
|
|
Earnings per common share:
|
|
|
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||||||||
Net Income
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$
|
1.52
|
|
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$
|
1.47
|
|
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$
|
2.98
|
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$
|
2.61
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Net Income – Assuming Dilution
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$
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1.52
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|
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$
|
1.47
|
|
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$
|
2.98
|
|
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$
|
2.61
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Dividends Declared per Common Share
|
$
|
0.75
|
|
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$
|
0.67
|
|
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$
|
1.50
|
|
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$
|
1.34
|
|
(A)
|
Other special project costs include merger and integration and restructuring costs. For more information, see Note 4: Integration and Restructuring Costs.
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Three Months Ended October 31,
|
|
Six Months Ended October 31,
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||||||||||||
Dollars in millions
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2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
177.3
|
|
|
$
|
176.0
|
|
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$
|
347.3
|
|
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$
|
312.4
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
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||||||||
Foreign currency translation adjustments
|
(11.2
|
)
|
|
2.6
|
|
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(26.2
|
)
|
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(22.9
|
)
|
||||
Cash flow hedging derivative activity, net of tax
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0.1
|
|
|
0.1
|
|
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0.2
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0.2
|
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||||
Pension and other postretirement benefit plans activity, net of tax
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0.8
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|
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(0.4
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)
|
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18.0
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|
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4.1
|
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Available-for-sale securities activity, net of tax
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0.1
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|
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(0.2
|
)
|
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0.3
|
|
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(0.4
|
)
|
||||
Total Other Comprehensive (Loss) Income
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(10.2
|
)
|
|
2.1
|
|
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(7.7
|
)
|
|
(19.0
|
)
|
||||
Comprehensive Income
|
$
|
167.1
|
|
|
$
|
178.1
|
|
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$
|
339.6
|
|
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$
|
293.4
|
|
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October 31, 2016
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April 30, 2016
|
||||
Dollars in millions
|
|
|
|
||||
ASSETS
|
|||||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
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$
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121.8
|
|
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$
|
109.8
|
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Trade receivables, less allowance for doubtful accounts
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517.8
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|
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450.1
|
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||
Inventories:
|
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||||
Finished products
|
669.9
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560.0
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Raw materials
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358.5
|
|
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339.4
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Total Inventory
|
1,028.4
|
|
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899.4
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Other current assets
|
137.2
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|
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114.1
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Total Current Assets
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1,805.2
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1,573.4
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Property, Plant, and Equipment
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||||
Land and land improvements
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115.1
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114.6
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Buildings and fixtures
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748.1
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727.7
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Machinery and equipment
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1,931.3
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1,870.7
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Construction in progress
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66.2
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|
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91.3
|
|
||
Gross Property, Plant, and Equipment
|
2,860.7
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|
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2,804.3
|
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||
Accumulated depreciation
|
(1,274.0
|
)
|
|
(1,176.6
|
)
|
||
Total Property, Plant, and Equipment
|
1,586.7
|
|
|
1,627.7
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||
Other Noncurrent Assets
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|
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||||
Goodwill
|
6,080.0
|
|
|
6,091.1
|
|
||
Other intangible assets – net
|
6,387.3
|
|
|
6,494.4
|
|
||
Other noncurrent assets
|
199.0
|
|
|
197.5
|
|
||
Total Other Noncurrent Assets
|
12,666.3
|
|
|
12,783.0
|
|
||
Total Assets
|
$
|
16,058.2
|
|
|
$
|
15,984.1
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
435.8
|
|
|
$
|
459.4
|
|
Accrued trade marketing and merchandising
|
180.0
|
|
|
112.3
|
|
||
Short-term borrowings
|
406.0
|
|
|
284.0
|
|
||
Other current liabilities
|
284.5
|
|
|
357.3
|
|
||
Total Current Liabilities
|
1,306.3
|
|
|
1,213.0
|
|
||
Noncurrent Liabilities
|
|
|
|
||||
Long-term debt
|
4,945.4
|
|
|
5,146.0
|
|
||
Deferred income taxes
|
2,245.0
|
|
|
2,230.3
|
|
||
Other noncurrent liabilities
|
381.4
|
|
|
386.3
|
|
||
Total Noncurrent Liabilities
|
7,571.8
|
|
|
7,762.6
|
|
||
Total Liabilities
|
8,878.1
|
|
|
8,975.6
|
|
||
Shareholders’ Equity
|
|
|
|
||||
Common shares
|
29.1
|
|
|
29.1
|
|
||
Additional capital
|
5,873.7
|
|
|
5,860.1
|
|
||
Retained income
|
1,433.4
|
|
|
1,267.7
|
|
||
Accumulated other comprehensive loss
|
(156.1
|
)
|
|
(148.4
|
)
|
||
Total Shareholders’ Equity
|
7,180.1
|
|
|
7,008.5
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
16,058.2
|
|
|
$
|
15,984.1
|
|
|
Six Months Ended October 31,
|
||||||
Dollars in millions
|
2016
|
|
2015
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
347.3
|
|
|
$
|
312.4
|
|
Adjustments to reconcile net income to net cash provided by operations:
|
|
|
|
||||
Depreciation
|
107.0
|
|
|
110.4
|
|
||
Amortization
|
103.5
|
|
|
106.0
|
|
||
Share-based compensation expense
|
15.1
|
|
|
16.4
|
|
||
Loss on disposal of assets – net
|
1.0
|
|
|
2.6
|
|
||
Other noncash adjustments
|
0.4
|
|
|
(2.4
|
)
|
||
Defined benefit pension contributions
|
(1.3
|
)
|
|
(1.8
|
)
|
||
Changes in assets and liabilities, net of effect from businesses acquired:
|
|
|
|
||||
Trade receivables
|
(69.9
|
)
|
|
(178.5
|
)
|
||
Inventories
|
(132.7
|
)
|
|
107.6
|
|
||
Other current assets
|
4.8
|
|
|
36.1
|
|
||
Accounts payable
|
(5.5
|
)
|
|
(39.7
|
)
|
||
Accrued liabilities
|
23.3
|
|
|
37.1
|
|
||
Income and other taxes
|
(38.6
|
)
|
|
68.3
|
|
||
Other – net
|
20.9
|
|
|
8.0
|
|
||
Net Cash Provided by Operating Activities
|
375.3
|
|
|
582.5
|
|
||
Investing Activities
|
|
|
|
||||
Business acquired, net of cash acquired
|
—
|
|
|
7.9
|
|
||
Additions to property, plant, and equipment
|
(84.0
|
)
|
|
(117.4
|
)
|
||
Proceeds from disposal of property, plant, and equipment
|
0.4
|
|
|
0.2
|
|
||
Other – net
|
(12.7
|
)
|
|
13.3
|
|
||
Net Cash Used for Investing Activities
|
(96.3
|
)
|
|
(96.0
|
)
|
||
Financing Activities
|
|
|
|
||||
Short-term borrowings – net
|
122.0
|
|
|
144.0
|
|
||
Repayments of long-term debt
|
(200.0
|
)
|
|
(450.0
|
)
|
||
Quarterly dividends paid
|
(164.9
|
)
|
|
(156.5
|
)
|
||
Purchase of treasury shares
|
(18.8
|
)
|
|
(7.4
|
)
|
||
Other – net
|
0.6
|
|
|
0.5
|
|
||
Net Cash Used for Financing Activities
|
(261.1
|
)
|
|
(469.4
|
)
|
||
Effect of exchange rate changes on cash
|
(5.9
|
)
|
|
(3.7
|
)
|
||
Net increase in cash and cash equivalents
|
12.0
|
|
|
13.4
|
|
||
Cash and cash equivalents at beginning of period
|
109.8
|
|
|
125.6
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
121.8
|
|
|
$
|
139.0
|
|
|
Three Months Ended October 31,
|
|
Six Months Ended October 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
U.S. Retail Coffee
|
$
|
551.8
|
|
|
$
|
586.1
|
|
|
$
|
1,065.1
|
|
|
$
|
1,151.1
|
|
U.S. Retail Consumer Foods
|
557.3
|
|
|
644.0
|
|
|
1,094.3
|
|
|
1,226.2
|
|
||||
U.S. Retail Pet Foods
|
531.0
|
|
|
566.7
|
|
|
1,050.5
|
|
|
1,116.6
|
|
||||
International and Foodservice
|
273.8
|
|
|
280.9
|
|
|
519.8
|
|
|
535.8
|
|
||||
Total net sales
|
$
|
1,913.9
|
|
|
$
|
2,077.7
|
|
|
$
|
3,729.7
|
|
|
$
|
4,029.7
|
|
Segment profit:
|
|
|
|
|
|
|
|
||||||||
U.S. Retail Coffee
|
$
|
186.5
|
|
|
$
|
180.4
|
|
|
$
|
360.3
|
|
|
$
|
354.2
|
|
U.S. Retail Consumer Foods
|
118.9
|
|
|
127.3
|
|
|
230.3
|
|
|
246.7
|
|
||||
U.S. Retail Pet Foods
|
114.5
|
|
|
115.0
|
|
|
236.7
|
|
|
231.8
|
|
||||
International and Foodservice
|
51.7
|
|
|
55.6
|
|
|
91.2
|
|
|
91.7
|
|
||||
Total segment profit
|
$
|
471.6
|
|
|
$
|
478.3
|
|
|
$
|
918.5
|
|
|
$
|
924.4
|
|
Amortization
|
(51.8
|
)
|
|
(53.0
|
)
|
|
(103.5
|
)
|
|
(106.0
|
)
|
||||
Interest expense – net
|
(41.0
|
)
|
|
(42.6
|
)
|
|
(82.5
|
)
|
|
(87.0
|
)
|
||||
Unallocated derivative (losses) gains
|
(14.2
|
)
|
|
6.0
|
|
|
(6.5
|
)
|
|
(4.0
|
)
|
||||
Cost of products sold – special project costs
(A)
|
(0.3
|
)
|
|
(3.0
|
)
|
|
(4.3
|
)
|
|
(6.1
|
)
|
||||
Other special project costs
(A)
|
(26.6
|
)
|
|
(30.6
|
)
|
|
(48.8
|
)
|
|
(53.5
|
)
|
||||
Corporate administrative expenses
|
(75.4
|
)
|
|
(83.9
|
)
|
|
(158.3
|
)
|
|
(173.9
|
)
|
||||
Other income (expense) – net
|
3.2
|
|
|
(1.6
|
)
|
|
4.3
|
|
|
(1.5
|
)
|
||||
Income before income taxes
|
$
|
265.5
|
|
|
$
|
269.6
|
|
|
$
|
518.9
|
|
|
$
|
492.4
|
|
(A)
|
Special project costs include merger and integration and restructuring costs. For more information, see Note 4: Integration and Restructuring Costs.
|
|
Three Months Ended October 31,
|
|
Six Months Ended October 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
177.3
|
|
|
$
|
176.0
|
|
|
$
|
347.3
|
|
|
$
|
312.4
|
|
Less: Net income allocated to participating securities
|
0.8
|
|
|
0.8
|
|
|
1.6
|
|
|
1.4
|
|
||||
Net income allocated to common stockholders
|
$
|
176.5
|
|
|
$
|
175.2
|
|
|
$
|
345.7
|
|
|
$
|
311.0
|
|
Weighted-average common shares outstanding
|
115,885,448
|
|
|
119,159,257
|
|
|
115,845,261
|
|
|
119,124,508
|
|
||||
Add: Dilutive effect of stock options
|
123,608
|
|
|
10,276
|
|
|
132,332
|
|
|
11,740
|
|
||||
Weighted-average common shares outstanding – assuming dilution
|
116,009,056
|
|
|
119,169,533
|
|
|
115,977,593
|
|
|
119,136,248
|
|
||||
Net income per common share
|
$
|
1.52
|
|
|
$
|
1.47
|
|
|
$
|
2.98
|
|
|
$
|
2.61
|
|
Net income per common share – assuming dilution
|
$
|
1.52
|
|
|
$
|
1.47
|
|
|
$
|
2.98
|
|
|
$
|
2.61
|
|
|
October 31, 2016
|
|
April 30, 2016
|
||||||||||||
|
Principal
Outstanding
|
|
Carrying
Amount
(A)
|
|
Principal
Outstanding
|
|
Carrying
Amount
(A)
|
||||||||
1.75% Senior Notes due March 15, 2018
|
$
|
500.0
|
|
|
$
|
498.5
|
|
|
$
|
500.0
|
|
|
$
|
498.0
|
|
2.50% Senior Notes due March 15, 2020
|
500.0
|
|
|
496.0
|
|
|
500.0
|
|
|
495.5
|
|
||||
3.50% Senior Notes due October 15, 2021
|
750.0
|
|
|
786.0
|
|
|
750.0
|
|
|
789.4
|
|
||||
3.00% Senior Notes due March 15, 2022
|
400.0
|
|
|
396.3
|
|
|
400.0
|
|
|
395.9
|
|
||||
3.50% Senior Notes due March 15, 2025
|
1,000.0
|
|
|
993.1
|
|
|
1,000.0
|
|
|
992.7
|
|
||||
4.25% Senior Notes due March 15, 2035
|
650.0
|
|
|
642.5
|
|
|
650.0
|
|
|
642.2
|
|
||||
4.38% Senior Notes due March 15, 2045
|
600.0
|
|
|
584.6
|
|
|
600.0
|
|
|
584.4
|
|
||||
Term Loan Credit Agreement due March 23, 2020
|
550.0
|
|
|
548.4
|
|
|
750.0
|
|
|
747.9
|
|
||||
Total long-term debt
|
$
|
4,950.0
|
|
|
$
|
4,945.4
|
|
|
$
|
5,150.0
|
|
|
$
|
5,146.0
|
|
(A)
|
Represents the carrying amount included in the Condensed Consolidated Balance Sheets, which includes the impact of interest rate swaps, offering discounts, and capitalized debt issuance costs.
|
|
Three Months Ended October 31,
|
||||||||||||||
|
Defined Benefit Pension Plans
|
|
Other Postretirement Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Service cost
|
$
|
3.6
|
|
|
$
|
4.4
|
|
|
$
|
0.6
|
|
|
$
|
0.5
|
|
Interest cost
|
6.2
|
|
|
6.9
|
|
|
0.6
|
|
|
0.7
|
|
||||
Expected return on plan assets
|
(7.3
|
)
|
|
(8.3
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized net actuarial loss (gain)
|
3.4
|
|
|
2.7
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Prior service cost (credit)
|
0.3
|
|
|
0.2
|
|
|
(0.3
|
)
|
|
(0.2
|
)
|
||||
Curtailment gain
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
Net periodic benefit cost
|
$
|
6.2
|
|
|
$
|
5.1
|
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
|
Six Months Ended October 31,
|
||||||||||||||
|
Defined Benefit Pension Plans
|
|
Other Postretirement Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Service cost
|
$
|
7.7
|
|
|
$
|
9.1
|
|
|
$
|
1.2
|
|
|
$
|
1.1
|
|
Interest cost
|
12.9
|
|
|
13.9
|
|
|
1.3
|
|
|
1.4
|
|
||||
Expected return on plan assets
|
(14.6
|
)
|
|
(16.7
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized net actuarial loss (gain)
|
7.1
|
|
|
5.4
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Prior service cost (credit)
|
0.6
|
|
|
0.4
|
|
|
(0.7
|
)
|
|
(0.5
|
)
|
||||
Curtailment gain
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
Settlement loss
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
13.8
|
|
|
$
|
7.6
|
|
|
$
|
1.7
|
|
|
$
|
1.8
|
|
|
October 31, 2016
|
||||||||||||||
|
Other
Current
Assets
|
|
Other
Current
Liabilities
|
|
Other
Noncurrent
Assets
|
|
Other
Noncurrent
Liabilities
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
23.8
|
|
|
$
|
26.7
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Foreign currency exchange contracts
|
3.0
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
||||
Total derivative instruments
|
$
|
26.8
|
|
|
$
|
27.6
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
April 30, 2016
|
||||||||||||||
|
Other
Current
Assets
|
|
Other
Current
Liabilities
|
|
Other
Noncurrent
Assets
|
|
Other
Noncurrent
Liabilities
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
20.3
|
|
|
$
|
14.1
|
|
|
$
|
2.0
|
|
|
$
|
1.2
|
|
Foreign currency exchange contracts
|
0.2
|
|
|
8.9
|
|
|
0.3
|
|
|
0.4
|
|
||||
Total derivative instruments
|
$
|
20.5
|
|
|
$
|
23.0
|
|
|
$
|
2.3
|
|
|
$
|
1.6
|
|
|
Three Months Ended
October 31, |
|
Six Months Ended
October 31, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Losses on commodity contracts
|
$
|
(12.9
|
)
|
|
$
|
(7.9
|
)
|
|
$
|
(20.7
|
)
|
|
$
|
(26.9
|
)
|
Gains on foreign currency exchange contracts
|
2.7
|
|
|
0.3
|
|
|
8.5
|
|
|
8.6
|
|
||||
Total losses recognized in cost of products sold
|
$
|
(10.2
|
)
|
|
$
|
(7.6
|
)
|
|
$
|
(12.2
|
)
|
|
$
|
(18.3
|
)
|
|
Three Months Ended
October 31, |
|
Six Months Ended
October 31, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net losses on mark-to-market valuation of unallocated
derivative positions
|
$
|
(10.2
|
)
|
|
$
|
(7.6
|
)
|
|
$
|
(12.2
|
)
|
|
$
|
(18.3
|
)
|
Net (gains) losses on derivative positions reclassified to segment
operating profit
|
(4.0
|
)
|
|
13.6
|
|
|
5.7
|
|
|
14.3
|
|
||||
Unallocated derivative (losses) gains
|
$
|
(14.2
|
)
|
|
$
|
6.0
|
|
|
$
|
(6.5
|
)
|
|
$
|
(4.0
|
)
|
|
October 31, 2016
|
|
April 30, 2016
|
||||
Commodity contracts
|
$
|
1,114.6
|
|
|
$
|
545.7
|
|
Foreign currency exchange contracts
|
225.4
|
|
|
212.5
|
|
|
October 31, 2016
|
|
April 30, 2016
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Marketable securities and other investments
|
$
|
47.5
|
|
|
$
|
47.5
|
|
|
$
|
48.8
|
|
|
$
|
48.8
|
|
Derivative financial instruments – net
|
(0.8
|
)
|
|
(0.8
|
)
|
|
(1.8
|
)
|
|
(1.8
|
)
|
||||
Long-term debt
|
(4,945.4
|
)
|
|
(5,158.4
|
)
|
|
(5,146.0
|
)
|
|
(5,319.9
|
)
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Fair Value at
October 31,
2016
|
||||||||
Marketable securities and other investments:
(A)
|
|
|
|
|
|
|
|
||||||||
Equity mutual funds
|
$
|
10.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10.3
|
|
Municipal obligations
|
—
|
|
|
35.8
|
|
|
—
|
|
|
35.8
|
|
||||
Money market funds
|
1.4
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||
Derivative financial instruments:
(B)
|
|
|
|
|
|
|
|
||||||||
Commodity contracts – net
|
0.1
|
|
|
(3.0
|
)
|
|
—
|
|
|
(2.9
|
)
|
||||
Foreign currency exchange contracts – net
|
0.4
|
|
|
1.7
|
|
|
—
|
|
|
2.1
|
|
||||
Long-term debt
(C)
|
(4,607.8
|
)
|
|
(550.6
|
)
|
|
—
|
|
|
(5,158.4
|
)
|
||||
Total financial instruments measured at fair value
|
$
|
(4,595.6
|
)
|
|
$
|
(516.1
|
)
|
|
$
|
—
|
|
|
$
|
(5,111.7
|
)
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Fair Value at
April 30, 2016
|
||||||||
Marketable securities and other investments:
(A)
|
|
|
|
|
|
|
|
||||||||
Equity mutual funds
|
$
|
9.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9.8
|
|
Municipal obligations
|
—
|
|
|
37.6
|
|
|
—
|
|
|
37.6
|
|
||||
Money market funds
|
1.4
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||
Derivative financial instruments:
(B)
|
|
|
|
|
|
|
|
||||||||
Commodity contracts – net
|
15.0
|
|
|
(8.0
|
)
|
|
—
|
|
|
7.0
|
|
||||
Foreign currency exchange contracts – net
|
(1.7
|
)
|
|
(7.1
|
)
|
|
—
|
|
|
(8.8
|
)
|
||||
Long-term debt
(C)
|
(4,569.0
|
)
|
|
(750.9
|
)
|
|
—
|
|
|
(5,319.9
|
)
|
||||
Total financial instruments measured at fair value
|
$
|
(4,544.5
|
)
|
|
$
|
(728.4
|
)
|
|
$
|
—
|
|
|
$
|
(5,272.9
|
)
|
(A)
|
Marketable securities and other investments consist of funds maintained for the payment of benefits associated with nonqualified retirement plans. The funds include equity securities listed in active markets, municipal obligations valued by a third party using valuation techniques that utilize inputs that are derived principally from or corroborated by observable market data, and money market funds with maturities of
three months or less
. Based on the short-term nature of these money market funds, carrying value approximates fair value. As of
October 31, 2016
, our municipal obligations are scheduled to mature as follows:
$0.5
in 2017,
$1.0
in 2018,
$2.3
in 2019,
$2.2
in 2020, and the remaining
$29.8
in 2021 and beyond.
|
(B)
|
Level 1 commodity and foreign currency exchange derivatives are valued using quoted market prices for identical instruments in active markets. Level 2 commodity and foreign currency exchange derivatives are valued using quoted prices for similar assets or liabilities in active markets.
|
(C)
|
Long-term debt is comprised of public Senior Notes classified as Level 1 and the Term Loan classified as Level 2. The public Senior Notes are traded in an active secondary market and valued using quoted prices. The value of the Term Loan is based on the net present value of each interest and principal payment calculated, utilizing an interest rate derived from an estimated yield curve obtained from independent pricing sources for similar types of term loan borrowing arrangements. For additional information, see Note 8: Debt and Financing Arrangements.
|
|
Foreign
Currency
Translation
Adjustment
|
|
Unrealized Loss
on Cash Flow
Hedging
Derivatives
(A)
|
|
Pension and
Other
Postretirement
Liabilities
(B)
|
|
Unrealized Gain
on Available-
for-Sale
Securities
|
|
Accumulated
Other
Comprehensive
Loss
|
||||||||||
Balance at May 1, 2016
|
$
|
(13.1
|
)
|
|
$
|
(4.8
|
)
|
|
$
|
(134.1
|
)
|
|
$
|
3.6
|
|
|
$
|
(148.4
|
)
|
Reclassification adjustments
|
—
|
|
|
0.3
|
|
|
9.1
|
|
|
—
|
|
|
9.4
|
|
|||||
Current period (charge) credit
|
(26.2
|
)
|
|
—
|
|
|
18.8
|
|
|
0.4
|
|
|
(7.0
|
)
|
|||||
Income tax expense
|
—
|
|
|
(0.1
|
)
|
|
(9.9
|
)
|
|
(0.1
|
)
|
|
(10.1
|
)
|
|||||
Balance at October 31, 2016
|
$
|
(39.3
|
)
|
|
$
|
(4.6
|
)
|
|
$
|
(116.1
|
)
|
|
$
|
3.9
|
|
|
$
|
(156.1
|
)
|
|
Foreign
Currency
Translation
Adjustment
|
|
Unrealized Loss
on Cash Flow
Hedging
Derivatives
(A)
|
|
Pension and
Other
Postretirement
Liabilities
(B)
|
|
Unrealized Gain
on Available-
for-Sale
Securities
|
|
Accumulated
Other
Comprehensive
Loss
|
||||||||||
Balance at May 1, 2015
|
$
|
(2.3
|
)
|
|
$
|
(5.2
|
)
|
|
$
|
(105.6
|
)
|
|
$
|
3.3
|
|
|
$
|
(109.8
|
)
|
Reclassification adjustments
|
—
|
|
|
0.3
|
|
|
7.3
|
|
|
—
|
|
|
7.6
|
|
|||||
Current period charge
|
(22.9
|
)
|
|
—
|
|
|
(1.5
|
)
|
|
(0.6
|
)
|
|
(25.0
|
)
|
|||||
Income tax (expense) benefit
|
—
|
|
|
(0.1
|
)
|
|
(1.7
|
)
|
|
0.2
|
|
|
(1.6
|
)
|
|||||
Balance at October 31, 2015
|
$
|
(25.2
|
)
|
|
$
|
(5.0
|
)
|
|
$
|
(101.5
|
)
|
|
$
|
2.9
|
|
|
$
|
(128.8
|
)
|
(A)
|
The reclassification from accumulated other comprehensive loss to interest expense was related to the termination of prior interest rate swaps.
|
(B)
|
Amortization of net losses was reclassified from accumulated other comprehensive loss to selling, distribution, and administrative expenses.
|
|
October 31, 2016
|
|
April 30, 2016
|
||
Common shares authorized
|
300,000,000
|
|
|
300,000,000
|
|
Common shares outstanding
|
116,435,507
|
|
|
116,306,894
|
|
Treasury shares
|
30,062,223
|
|
|
30,190,836
|
|
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
|
Three Months Ended October 31, 2016
|
||||||||||||||||||
|
The J.M. Smucker
Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
527.9
|
|
|
$
|
328.7
|
|
|
$
|
2,714.3
|
|
|
$
|
(1,657.0
|
)
|
|
$
|
1,913.9
|
|
Cost of products sold
|
380.8
|
|
|
302.7
|
|
|
2,158.4
|
|
|
(1,670.9
|
)
|
|
1,171.0
|
|
|||||
Gross Profit
|
147.1
|
|
|
26.0
|
|
|
555.9
|
|
|
13.9
|
|
|
742.9
|
|
|||||
Selling, distribution, and administrative expenses and
other special project costs
|
86.5
|
|
|
10.8
|
|
|
292.4
|
|
|
—
|
|
|
389.7
|
|
|||||
Amortization
|
2.6
|
|
|
—
|
|
|
49.2
|
|
|
—
|
|
|
51.8
|
|
|||||
Other operating expense (income) – net
|
0.1
|
|
|
(0.3
|
)
|
|
(1.7
|
)
|
|
—
|
|
|
(1.9
|
)
|
|||||
Operating Income
|
57.9
|
|
|
15.5
|
|
|
216.0
|
|
|
13.9
|
|
|
303.3
|
|
|||||
Interest (expense) income – net
|
(41.3
|
)
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
(41.0
|
)
|
|||||
Other (expense) income – net
|
(1.0
|
)
|
|
2.6
|
|
|
1.6
|
|
|
—
|
|
|
3.2
|
|
|||||
Equity in net earnings of subsidiaries
|
171.5
|
|
|
37.9
|
|
|
18.1
|
|
|
(227.5
|
)
|
|
—
|
|
|||||
Income Before Income Taxes
|
187.1
|
|
|
56.3
|
|
|
235.7
|
|
|
(213.6
|
)
|
|
265.5
|
|
|||||
Income taxes
|
9.8
|
|
|
0.1
|
|
|
78.3
|
|
|
—
|
|
|
88.2
|
|
|||||
Net Income
|
$
|
177.3
|
|
|
$
|
56.2
|
|
|
$
|
157.4
|
|
|
$
|
(213.6
|
)
|
|
$
|
177.3
|
|
Other comprehensive (loss) income, net of tax
|
(10.2
|
)
|
|
0.3
|
|
|
(10.1
|
)
|
|
9.8
|
|
|
(10.2
|
)
|
|||||
Comprehensive Income
|
$
|
167.1
|
|
|
$
|
56.5
|
|
|
$
|
147.3
|
|
|
$
|
(203.8
|
)
|
|
$
|
167.1
|
|
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
|
Three Months Ended October 31, 2015
|
||||||||||||||||||
|
The J.M. Smucker
Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
827.2
|
|
|
$
|
341.7
|
|
|
$
|
2,316.1
|
|
|
$
|
(1,407.3
|
)
|
|
$
|
2,077.7
|
|
Cost of products sold
|
629.8
|
|
|
314.3
|
|
|
1,755.1
|
|
|
(1,408.8
|
)
|
|
1,290.4
|
|
|||||
Gross Profit
|
197.4
|
|
|
27.4
|
|
|
561.0
|
|
|
1.5
|
|
|
787.3
|
|
|||||
Selling, distribution, and administrative expenses and
other special project costs
|
62.7
|
|
|
10.2
|
|
|
347.5
|
|
|
—
|
|
|
420.4
|
|
|||||
Amortization
|
1.0
|
|
|
—
|
|
|
52.0
|
|
|
—
|
|
|
53.0
|
|
|||||
Other operating expense – net
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||
Operating Income
|
133.7
|
|
|
17.2
|
|
|
161.4
|
|
|
1.5
|
|
|
313.8
|
|
|||||
Interest (expense) income – net
|
(42.8
|
)
|
|
0.3
|
|
|
(0.1
|
)
|
|
—
|
|
|
(42.6
|
)
|
|||||
Other income (expense) – net
|
0.6
|
|
|
0.1
|
|
|
(2.3
|
)
|
|
—
|
|
|
(1.6
|
)
|
|||||
Equity in net earnings of subsidiaries
|
116.8
|
|
|
32.0
|
|
|
17.3
|
|
|
(166.1
|
)
|
|
—
|
|
|||||
Income Before Income Taxes
|
208.3
|
|
|
49.6
|
|
|
176.3
|
|
|
(164.6
|
)
|
|
269.6
|
|
|||||
Income taxes
|
32.3
|
|
|
0.1
|
|
|
61.2
|
|
|
—
|
|
|
93.6
|
|
|||||
Net Income
|
$
|
176.0
|
|
|
$
|
49.5
|
|
|
$
|
115.1
|
|
|
$
|
(164.6
|
)
|
|
$
|
176.0
|
|
Other comprehensive income (loss), net of tax
|
2.1
|
|
|
0.2
|
|
|
(0.9
|
)
|
|
0.7
|
|
|
2.1
|
|
|||||
Comprehensive Income
|
$
|
178.1
|
|
|
$
|
49.7
|
|
|
$
|
114.2
|
|
|
$
|
(163.9
|
)
|
|
$
|
178.1
|
|
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
|
Six Months Ended October 31, 2016
|
||||||||||||||||||
|
The J.M. Smucker
Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
1,503.9
|
|
|
$
|
639.3
|
|
|
$
|
5,314.2
|
|
|
$
|
(3,727.7
|
)
|
|
$
|
3,729.7
|
|
Cost of products sold
|
1,187.4
|
|
|
582.6
|
|
|
4,220.5
|
|
|
(3,726.4
|
)
|
|
2,264.1
|
|
|||||
Gross Profit
|
316.5
|
|
|
56.7
|
|
|
1,093.7
|
|
|
(1.3
|
)
|
|
1,465.6
|
|
|||||
Selling, distribution, and administrative expenses and
other special project costs
|
171.4
|
|
|
20.9
|
|
|
575.6
|
|
|
—
|
|
|
767.9
|
|
|||||
Amortization
|
5.1
|
|
|
—
|
|
|
98.4
|
|
|
—
|
|
|
103.5
|
|
|||||
Other operating expense (income) – net
|
0.3
|
|
|
(0.3
|
)
|
|
(2.9
|
)
|
|
—
|
|
|
(2.9
|
)
|
|||||
Operating Income
|
139.7
|
|
|
36.1
|
|
|
422.6
|
|
|
(1.3
|
)
|
|
597.1
|
|
|||||
Interest (expense) income – net
|
(83.0
|
)
|
|
0.6
|
|
|
(0.1
|
)
|
|
—
|
|
|
(82.5
|
)
|
|||||
Other income – net
|
1.1
|
|
|
2.7
|
|
|
0.5
|
|
|
—
|
|
|
4.3
|
|
|||||
Equity in net earnings of subsidiaries
|
306.0
|
|
|
72.8
|
|
|
38.8
|
|
|
(417.6
|
)
|
|
—
|
|
|||||
Income Before Income Taxes
|
363.8
|
|
|
112.2
|
|
|
461.8
|
|
|
(418.9
|
)
|
|
518.9
|
|
|||||
Income taxes
|
16.5
|
|
|
0.2
|
|
|
154.9
|
|
|
—
|
|
|
171.6
|
|
|||||
Net Income
|
$
|
347.3
|
|
|
$
|
112.0
|
|
|
$
|
306.9
|
|
|
$
|
(418.9
|
)
|
|
$
|
347.3
|
|
Other comprehensive (loss) income, net of tax
|
(7.7
|
)
|
|
0.6
|
|
|
(23.6
|
)
|
|
23.0
|
|
|
(7.7
|
)
|
|||||
Comprehensive Income
|
$
|
339.6
|
|
|
$
|
112.6
|
|
|
$
|
283.3
|
|
|
$
|
(395.9
|
)
|
|
$
|
339.6
|
|
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
|
Six Months Ended October 31, 2015
|
||||||||||||||||||
|
The J.M. Smucker
Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
1,588.0
|
|
|
$
|
639.9
|
|
|
$
|
4,550.1
|
|
|
$
|
(2,748.3
|
)
|
|
$
|
4,029.7
|
|
Cost of products sold
|
1,239.7
|
|
|
586.5
|
|
|
3,436.9
|
|
|
(2,749.4
|
)
|
|
2,513.7
|
|
|||||
Gross Profit
|
348.3
|
|
|
53.4
|
|
|
1,113.2
|
|
|
1.1
|
|
|
1,516.0
|
|
|||||
Selling, distribution, and administrative expenses and
other special project costs
|
124.9
|
|
|
20.8
|
|
|
685.2
|
|
|
—
|
|
|
830.9
|
|
|||||
Amortization
|
2.1
|
|
|
—
|
|
|
103.9
|
|
|
—
|
|
|
106.0
|
|
|||||
Other operating (income) expense – net
|
(0.1
|
)
|
|
0.4
|
|
|
(2.1
|
)
|
|
—
|
|
|
(1.8
|
)
|
|||||
Operating Income
|
221.4
|
|
|
32.2
|
|
|
326.2
|
|
|
1.1
|
|
|
580.9
|
|
|||||
Interest (expense) income – net
|
(87.4
|
)
|
|
0.6
|
|
|
(0.2
|
)
|
|
—
|
|
|
(87.0
|
)
|
|||||
Other income (expense) – net
|
3.5
|
|
|
0.1
|
|
|
(5.1
|
)
|
|
—
|
|
|
(1.5
|
)
|
|||||
Equity in net earnings of subsidiaries
|
223.2
|
|
|
65.2
|
|
|
32.3
|
|
|
(320.7
|
)
|
|
—
|
|
|||||
Income Before Income Taxes
|
360.7
|
|
|
98.1
|
|
|
353.2
|
|
|
(319.6
|
)
|
|
492.4
|
|
|||||
Income taxes
|
48.3
|
|
|
0.2
|
|
|
131.5
|
|
|
—
|
|
|
180.0
|
|
|||||
Net Income
|
$
|
312.4
|
|
|
$
|
97.9
|
|
|
$
|
221.7
|
|
|
$
|
(319.6
|
)
|
|
$
|
312.4
|
|
Other comprehensive (loss) income, net of tax
|
(19.0
|
)
|
|
0.5
|
|
|
(23.2
|
)
|
|
22.7
|
|
|
(19.0
|
)
|
|||||
Comprehensive Income
|
$
|
293.4
|
|
|
$
|
98.4
|
|
|
$
|
198.5
|
|
|
$
|
(296.9
|
)
|
|
$
|
293.4
|
|
CONDENSED CONSOLIDATING BALANCE SHEETS
|
October 31, 2016
|
||||||||||||||||||
|
The J.M. Smucker
Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
11.4
|
|
|
$
|
—
|
|
|
$
|
110.4
|
|
|
$
|
—
|
|
|
$
|
121.8
|
|
Inventories
|
—
|
|
|
152.4
|
|
|
877.2
|
|
|
(1.2
|
)
|
|
1,028.4
|
|
|||||
Other current assets
|
596.8
|
|
|
2.9
|
|
|
68.2
|
|
|
(12.9
|
)
|
|
655.0
|
|
|||||
Total Current Assets
|
608.2
|
|
|
155.3
|
|
|
1,055.8
|
|
|
(14.1
|
)
|
|
1,805.2
|
|
|||||
Property, Plant, and Equipment – Net
|
291.8
|
|
|
572.0
|
|
|
722.9
|
|
|
—
|
|
|
1,586.7
|
|
|||||
Investments in Subsidiaries
|
15,376.8
|
|
|
4,390.7
|
|
|
371.0
|
|
|
(20,138.5
|
)
|
|
—
|
|
|||||
Intercompany Receivable
|
—
|
|
|
475.0
|
|
|
1,728.5
|
|
|
(2,203.5
|
)
|
|
—
|
|
|||||
Other Noncurrent Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
1,494.8
|
|
|
—
|
|
|
4,585.2
|
|
|
—
|
|
|
6,080.0
|
|
|||||
Other intangible assets – net
|
423.1
|
|
|
—
|
|
|
5,964.2
|
|
|
—
|
|
|
6,387.3
|
|
|||||
Other noncurrent assets
|
55.9
|
|
|
11.9
|
|
|
131.2
|
|
|
—
|
|
|
199.0
|
|
|||||
Total Other Noncurrent Assets
|
1,973.8
|
|
|
11.9
|
|
|
10,680.6
|
|
|
—
|
|
|
12,666.3
|
|
|||||
Total Assets
|
$
|
18,250.6
|
|
|
$
|
5,604.9
|
|
|
$
|
14,558.8
|
|
|
$
|
(22,356.1
|
)
|
|
$
|
16,058.2
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities
|
$
|
815.3
|
|
|
$
|
102.2
|
|
|
$
|
401.7
|
|
|
$
|
(12.9
|
)
|
|
$
|
1,306.3
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
4,945.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,945.4
|
|
|||||
Deferred income taxes
|
69.9
|
|
|
—
|
|
|
2,175.1
|
|
|
—
|
|
|
2,245.0
|
|
|||||
Intercompany payable
|
4,904.9
|
|
|
—
|
|
|
—
|
|
|
(4,904.9
|
)
|
|
—
|
|
|||||
Other noncurrent liabilities
|
335.0
|
|
|
17.9
|
|
|
28.5
|
|
|
—
|
|
|
381.4
|
|
|||||
Total Noncurrent Liabilities
|
10,255.2
|
|
|
17.9
|
|
|
2,203.6
|
|
|
(4,904.9
|
)
|
|
7,571.8
|
|
|||||
Total Liabilities
|
11,070.5
|
|
|
120.1
|
|
|
2,605.3
|
|
|
(4,917.8
|
)
|
|
8,878.1
|
|
|||||
Total Shareholders’ Equity
|
7,180.1
|
|
|
5,484.8
|
|
|
11,953.5
|
|
|
(17,438.3
|
)
|
|
7,180.1
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
18,250.6
|
|
|
$
|
5,604.9
|
|
|
$
|
14,558.8
|
|
|
$
|
(22,356.1
|
)
|
|
$
|
16,058.2
|
|
CONDENSED CONSOLIDATING BALANCE SHEETS
|
April 30, 2016
|
||||||||||||||||||
|
The J.M. Smucker
Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
7.0
|
|
|
$
|
—
|
|
|
$
|
102.8
|
|
|
$
|
—
|
|
|
$
|
109.8
|
|
Inventories
|
—
|
|
|
143.2
|
|
|
752.0
|
|
|
4.2
|
|
|
899.4
|
|
|||||
Other current assets
|
497.3
|
|
|
5.9
|
|
|
71.9
|
|
|
(10.9
|
)
|
|
564.2
|
|
|||||
Total Current Assets
|
504.3
|
|
|
149.1
|
|
|
926.7
|
|
|
(6.7
|
)
|
|
1,573.4
|
|
|||||
Property, Plant, and Equipment – Net
|
296.3
|
|
|
587.0
|
|
|
744.4
|
|
|
—
|
|
|
1,627.7
|
|
|||||
Investments in Subsidiaries
|
15,092.2
|
|
|
4,317.9
|
|
|
331.6
|
|
|
(19,741.7
|
)
|
|
—
|
|
|||||
Intercompany Receivable
|
—
|
|
|
404.7
|
|
|
1,543.9
|
|
|
(1,948.6
|
)
|
|
—
|
|
|||||
Other Noncurrent Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
1,494.8
|
|
|
—
|
|
|
4,596.3
|
|
|
—
|
|
|
6,091.1
|
|
|||||
Other intangible assets – net
|
428.3
|
|
|
—
|
|
|
6,066.1
|
|
|
—
|
|
|
6,494.4
|
|
|||||
Other noncurrent assets
|
57.4
|
|
|
10.4
|
|
|
129.7
|
|
|
—
|
|
|
197.5
|
|
|||||
Total Other Noncurrent Assets
|
1,980.5
|
|
|
10.4
|
|
|
10,792.1
|
|
|
—
|
|
|
12,783.0
|
|
|||||
Total Assets
|
$
|
17,873.3
|
|
|
$
|
5,469.1
|
|
|
$
|
14,338.7
|
|
|
$
|
(21,697.0
|
)
|
|
$
|
15,984.1
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities
|
$
|
723.3
|
|
|
$
|
78.9
|
|
|
$
|
421.6
|
|
|
$
|
(10.8
|
)
|
|
$
|
1,213.0
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
5,146.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,146.0
|
|
|||||
Deferred income taxes
|
60.7
|
|
|
—
|
|
|
2,169.6
|
|
|
—
|
|
|
2,230.3
|
|
|||||
Intercompany payable
|
4,644.7
|
|
|
—
|
|
|
—
|
|
|
(4,644.7
|
)
|
|
—
|
|
|||||
Other noncurrent liabilities
|
290.1
|
|
|
17.9
|
|
|
78.3
|
|
|
—
|
|
|
386.3
|
|
|||||
Total Noncurrent Liabilities
|
10,141.5
|
|
|
17.9
|
|
|
2,247.9
|
|
|
(4,644.7
|
)
|
|
7,762.6
|
|
|||||
Total Liabilities
|
10,864.8
|
|
|
96.8
|
|
|
2,669.5
|
|
|
(4,655.5
|
)
|
|
8,975.6
|
|
|||||
Total Shareholders’ Equity
|
7,008.5
|
|
|
5,372.3
|
|
|
11,669.2
|
|
|
(17,041.5
|
)
|
|
7,008.5
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
17,873.3
|
|
|
$
|
5,469.1
|
|
|
$
|
14,338.7
|
|
|
$
|
(21,697.0
|
)
|
|
$
|
15,984.1
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
|
Six Months Ended October 31, 2016
|
||||||||||||||||||
|
The J.M. Smucker
Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
22.4
|
|
|
$
|
87.9
|
|
|
$
|
265.0
|
|
|
$
|
—
|
|
|
$
|
375.3
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant, and equipment
|
(17.0
|
)
|
|
(18.8
|
)
|
|
(48.2
|
)
|
|
—
|
|
|
(84.0
|
)
|
|||||
Proceeds from disposal of property, plant, and equipment
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||
(Disbursements of) repayments from intercompany loans
|
—
|
|
|
(70.3
|
)
|
|
(189.9
|
)
|
|
260.2
|
|
|
—
|
|
|||||
Other – net
|
(0.1
|
)
|
|
1.2
|
|
|
(13.8
|
)
|
|
—
|
|
|
(12.7
|
)
|
|||||
Net Cash (Used for) Provided by Investing Activities
|
(17.1
|
)
|
|
(87.9
|
)
|
|
(251.5
|
)
|
|
260.2
|
|
|
(96.3
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings – net
|
122.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122.0
|
|
|||||
Repayments of long-term debt
|
(200.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200.0
|
)
|
|||||
Quarterly dividends paid
|
(164.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(164.9
|
)
|
|||||
Purchase of treasury shares
|
(18.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.8
|
)
|
|||||
Intercompany payable
|
260.2
|
|
|
—
|
|
|
—
|
|
|
(260.2
|
)
|
|
—
|
|
|||||
Other – net
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
Net Cash Used for Financing Activities
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
(260.2
|
)
|
|
(261.1
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
|
(5.9
|
)
|
|||||
Net increase in cash and cash equivalents
|
4.4
|
|
|
—
|
|
|
7.6
|
|
|
—
|
|
|
12.0
|
|
|||||
Cash and cash equivalents at beginning of period
|
7.0
|
|
|
—
|
|
|
102.8
|
|
|
—
|
|
|
109.8
|
|
|||||
Cash and Cash Equivalents at End of Period
|
$
|
11.4
|
|
|
$
|
—
|
|
|
$
|
110.4
|
|
|
$
|
—
|
|
|
$
|
121.8
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
|
Six Months Ended October 31, 2015
|
||||||||||||||||||
|
The J.M. Smucker
Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
104.3
|
|
|
$
|
73.2
|
|
|
$
|
405.0
|
|
|
$
|
—
|
|
|
$
|
582.5
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Business acquired, net of cash acquired
|
—
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
|||||
Additions to property, plant, and equipment
|
(56.3
|
)
|
|
(20.3
|
)
|
|
(40.8
|
)
|
|
—
|
|
|
(117.4
|
)
|
|||||
Proceeds from disposal of property, plant, and equipment
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
0.2
|
|
|||||
(Disbursements of) repayments from intercompany loans
|
—
|
|
|
(53.3
|
)
|
|
(368.0
|
)
|
|
421.3
|
|
|
—
|
|
|||||
Other – net
|
—
|
|
|
0.3
|
|
|
13.0
|
|
|
—
|
|
|
13.3
|
|
|||||
Net Cash (Used for) Provided by Investing Activities
|
(56.3
|
)
|
|
(73.2
|
)
|
|
(387.8
|
)
|
|
421.3
|
|
|
(96.0
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings – net
|
144.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
144.0
|
|
|||||
Repayments of long-term debt
|
(450.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(450.0
|
)
|
|||||
Quarterly dividends paid
|
(156.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156.5
|
)
|
|||||
Purchase of treasury shares
|
(7.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.4
|
)
|
|||||
Intercompany payable
|
421.3
|
|
|
—
|
|
|
—
|
|
|
(421.3
|
)
|
|
—
|
|
|||||
Other – net
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||
Net Cash Used for Financing Activities
|
(48.1
|
)
|
|
—
|
|
|
—
|
|
|
(421.3
|
)
|
|
(469.4
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
|
—
|
|
|
(3.7
|
)
|
|||||
Net increase in cash and cash equivalents
|
(0.1
|
)
|
|
—
|
|
|
13.5
|
|
|
—
|
|
|
13.4
|
|
|||||
Cash and cash equivalents at beginning of period
|
7.1
|
|
|
—
|
|
|
118.5
|
|
|
—
|
|
|
125.6
|
|
|||||
Cash and Cash Equivalents at End of Period
|
$
|
7.0
|
|
|
$
|
—
|
|
|
$
|
132.0
|
|
|
$
|
—
|
|
|
$
|
139.0
|
|
|
Three Months Ended October 31,
|
|
Six Months Ended October 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
% Increase (Decrease)
|
|
2016
|
|
2015
|
|
% Increase (Decrease)
|
||||||||||
Net sales
|
$
|
1,913.9
|
|
|
$
|
2,077.7
|
|
|
(8
|
)%
|
|
$
|
3,729.7
|
|
|
$
|
4,029.7
|
|
|
(7
|
)%
|
Gross profit
|
$
|
742.9
|
|
|
$
|
787.3
|
|
|
(6
|
)%
|
|
$
|
1,465.6
|
|
|
$
|
1,516.0
|
|
|
(3
|
)%
|
% of net sales
|
38.8
|
%
|
|
37.9
|
%
|
|
|
|
|
39.3
|
%
|
|
37.6
|
%
|
|
|
|||||
Operating income
|
$
|
303.3
|
|
|
$
|
313.8
|
|
|
(3
|
)%
|
|
$
|
597.1
|
|
|
$
|
580.9
|
|
|
3
|
%
|
% of net sales
|
15.8
|
%
|
|
15.1
|
%
|
|
|
|
16.0
|
%
|
|
14.4
|
%
|
|
|
||||||
Net income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
177.3
|
|
|
$
|
176.0
|
|
|
1
|
%
|
|
$
|
347.3
|
|
|
$
|
312.4
|
|
|
11
|
%
|
Net income per common share –
assuming dilution
|
$
|
1.52
|
|
|
$
|
1.47
|
|
|
3
|
%
|
|
$
|
2.98
|
|
|
$
|
2.61
|
|
|
14
|
%
|
Adjusted gross profit
(A)
|
$
|
757.4
|
|
|
$
|
784.3
|
|
|
(3
|
)%
|
|
$
|
1,476.4
|
|
|
$
|
1,526.1
|
|
|
(3
|
)%
|
% of net sales
|
39.6
|
%
|
|
37.7
|
%
|
|
|
|
39.6
|
%
|
|
37.9
|
%
|
|
|
||||||
Adjusted operating income
(A)
|
$
|
396.2
|
|
|
$
|
394.4
|
|
|
—
|
%
|
|
$
|
760.2
|
|
|
$
|
750.5
|
|
|
1
|
%
|
% of net sales
|
20.7
|
%
|
|
19.0
|
%
|
|
|
|
20.4
|
%
|
|
18.6
|
%
|
|
|
||||||
Adjusted income:
(A)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income
|
$
|
239.2
|
|
|
$
|
229.1
|
|
|
4
|
%
|
|
$
|
456.4
|
|
|
$
|
420.0
|
|
|
9
|
%
|
Earnings per share – assuming dilution
|
$
|
2.05
|
|
|
$
|
1.91
|
|
|
7
|
%
|
|
$
|
3.92
|
|
|
$
|
3.51
|
|
|
12
|
%
|
(A)
|
We use non-GAAP financial measures to evaluate our performance. Refer to “Non-GAAP Financial Measures” in this discussion and analysis for a reconciliation to the comparable GAAP financial measure.
|
|
Three Months Ended October 31,
|
|
Six Months Ended October 31,
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
|
%
|
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
|
%
|
||||||||||||||
Net sales
|
$
|
1,913.9
|
|
|
$
|
2,077.7
|
|
|
$
|
(163.8
|
)
|
|
(8
|
)%
|
|
$
|
3,729.7
|
|
|
$
|
4,029.7
|
|
|
$
|
(300.0
|
)
|
|
(7
|
)%
|
Milk divestiture
|
—
|
|
|
(67.7
|
)
|
|
67.7
|
|
|
3
|
|
|
—
|
|
|
(107.2
|
)
|
|
107.2
|
|
|
3
|
|
||||||
Foreign currency exchange
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
||||||
Net sales excluding divestiture and foreign currency exchange
(A)
|
$
|
1,913.8
|
|
|
$
|
2,010.0
|
|
|
$
|
(96.2
|
)
|
|
(5
|
)%
|
|
$
|
3,734.2
|
|
|
$
|
3,922.5
|
|
|
$
|
(188.3
|
)
|
|
(5
|
)%
|
(A)
|
Net sales excluding divestiture and foreign currency exchange is a non-GAAP measure used to evaluate performance internally. This measure provides useful information to investors because it enables comparison of results on a year-over-year basis.
|
|
Three Months Ended October 31,
|
|
Six Months Ended October 31,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Gross profit
|
38.8
|
%
|
|
37.9
|
%
|
|
39.3
|
%
|
|
37.6
|
%
|
Selling, distribution, and administrative expenses:
|
|
|
|
|
|
|
|
||||
Marketing
|
6.3
|
%
|
|
5.9
|
%
|
|
6.2
|
%
|
|
5.9
|
%
|
Selling
|
3.5
|
|
|
4.2
|
|
|
3.6
|
|
|
4.2
|
|
Distribution
|
3.3
|
|
|
3.0
|
|
|
3.3
|
|
|
3.1
|
|
General and administrative
|
5.8
|
|
|
5.7
|
|
|
6.3
|
|
|
6.1
|
|
Total selling, distribution, and administrative expenses
|
19.0
|
%
|
|
18.8
|
%
|
|
19.3
|
%
|
|
19.3
|
%
|
|
|
|
|
|
|
|
|
||||
Amortization
|
2.7
|
|
|
2.5
|
|
|
2.8
|
|
|
2.6
|
|
Other special project costs
|
1.4
|
|
|
1.5
|
|
|
1.3
|
|
|
1.3
|
|
Other operating (income) expense – net
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
Operating income
|
15.8
|
%
|
|
15.1
|
%
|
|
16.0
|
%
|
|
14.4
|
%
|
|
Three Months Ended October 31,
|
|
Six Months Ended October 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
% Increase
(Decrease)
|
|
2016
|
|
2015
|
|
% Increase
(Decrease)
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Retail Coffee
|
$
|
551.8
|
|
|
$
|
586.1
|
|
|
(6
|
)%
|
|
$
|
1,065.1
|
|
|
$
|
1,151.1
|
|
|
(7
|
)%
|
U.S. Retail Consumer Foods
|
557.3
|
|
|
644.0
|
|
|
(13
|
)
|
|
1,094.3
|
|
|
1,226.2
|
|
|
(11
|
)
|
||||
U.S. Retail Pet Foods
|
531.0
|
|
|
566.7
|
|
|
(6
|
)
|
|
1,050.5
|
|
|
1,116.6
|
|
|
(6
|
)
|
||||
International and Foodservice
|
273.8
|
|
|
280.9
|
|
|
(3
|
)
|
|
519.8
|
|
|
535.8
|
|
|
(3
|
)
|
||||
Segment profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Retail Coffee
|
$
|
186.5
|
|
|
$
|
180.4
|
|
|
3
|
%
|
|
$
|
360.3
|
|
|
$
|
354.2
|
|
|
2
|
%
|
U.S. Retail Consumer Foods
|
118.9
|
|
|
127.3
|
|
|
(7
|
)
|
|
230.3
|
|
|
246.7
|
|
|
(7
|
)
|
||||
U.S. Retail Pet Foods
|
114.5
|
|
|
115.0
|
|
|
—
|
|
|
236.7
|
|
|
231.8
|
|
|
2
|
|
||||
International and Foodservice
|
51.7
|
|
|
55.6
|
|
|
(7
|
)
|
|
91.2
|
|
|
91.7
|
|
|
(1
|
)
|
||||
Segment profit margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. Retail Coffee
|
33.8
|
%
|
|
30.8
|
%
|
|
|
|
|
33.8
|
%
|
|
30.8
|
%
|
|
|
|||||
U.S. Retail Consumer Foods
|
21.3
|
|
|
19.8
|
|
|
|
|
|
21.0
|
|
|
20.1
|
|
|
|
|||||
U.S. Retail Pet Foods
|
21.6
|
|
|
20.3
|
|
|
|
|
|
22.5
|
|
|
20.8
|
|
|
|
|||||
International and Foodservice
|
18.9
|
|
|
19.8
|
|
|
|
|
|
17.5
|
|
|
17.1
|
|
|
|
|
Six Months Ended October 31,
|
||||||
|
2016
|
|
2015
|
||||
Net cash provided by operating activities
|
$
|
375.3
|
|
|
$
|
582.5
|
|
Net cash used for investing activities
|
(96.3
|
)
|
|
(96.0
|
)
|
||
Net cash used for financing activities
|
(261.1
|
)
|
|
(469.4
|
)
|
||
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
375.3
|
|
|
$
|
582.5
|
|
Additions to property, plant, and equipment
|
(84.0
|
)
|
|
(117.4
|
)
|
||
Free cash flow
(A)
|
$
|
291.3
|
|
|
$
|
465.1
|
|
(A)
|
Free cash flow is a non-GAAP measure used by management to evaluate the amount of cash available for debt repayment, dividend distribution, acquisition opportunities, share repurchases, and other corporate purposes.
|
|
October 31, 2016
|
|
April 30, 2016
|
||||
Short-term borrowings
|
$
|
406.0
|
|
|
$
|
284.0
|
|
Long-term debt
|
4,945.4
|
|
|
5,146.0
|
|
||
Total debt
|
$
|
5,351.4
|
|
|
$
|
5,430.0
|
|
Shareholders’ equity
|
7,180.1
|
|
|
7,008.5
|
|
||
Total capital
|
$
|
12,531.5
|
|
|
$
|
12,438.5
|
|
|
Three Months Ended October 31,
|
|
Six Months Ended October 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Gross profit reconciliation:
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
$
|
742.9
|
|
|
$
|
787.3
|
|
|
$
|
1,465.6
|
|
|
$
|
1,516.0
|
|
Unallocated derivative losses (gains)
|
14.2
|
|
|
(6.0
|
)
|
|
6.5
|
|
|
4.0
|
|
||||
Cost of products sold – special project costs
|
0.3
|
|
|
3.0
|
|
|
4.3
|
|
|
6.1
|
|
||||
Adjusted gross profit
|
$
|
757.4
|
|
|
$
|
784.3
|
|
|
$
|
1,476.4
|
|
|
$
|
1,526.1
|
|
Operating income reconciliation:
|
|
|
|
|
|
|
|
||||||||
Operating income
|
$
|
303.3
|
|
|
$
|
313.8
|
|
|
$
|
597.1
|
|
|
$
|
580.9
|
|
Amortization
|
51.8
|
|
|
53.0
|
|
|
103.5
|
|
|
106.0
|
|
||||
Unallocated derivative losses (gains)
|
14.2
|
|
|
(6.0
|
)
|
|
6.5
|
|
|
4.0
|
|
||||
Cost of products sold – special project costs
|
0.3
|
|
|
3.0
|
|
|
4.3
|
|
|
6.1
|
|
||||
Other special project costs
|
26.6
|
|
|
30.6
|
|
|
48.8
|
|
|
53.5
|
|
||||
Adjusted operating income
|
$
|
396.2
|
|
|
$
|
394.4
|
|
|
$
|
760.2
|
|
|
$
|
750.5
|
|
Net income reconciliation:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
177.3
|
|
|
$
|
176.0
|
|
|
$
|
347.3
|
|
|
$
|
312.4
|
|
Income taxes
|
88.2
|
|
|
93.6
|
|
|
171.6
|
|
|
180.0
|
|
||||
Amortization
|
51.8
|
|
|
53.0
|
|
|
103.5
|
|
|
106.0
|
|
||||
Unallocated derivative losses (gains)
|
14.2
|
|
|
(6.0
|
)
|
|
6.5
|
|
|
4.0
|
|
||||
Cost of products sold – special project costs
|
0.3
|
|
|
3.0
|
|
|
4.3
|
|
|
6.1
|
|
||||
Other special project costs
|
26.6
|
|
|
30.6
|
|
|
48.8
|
|
|
53.5
|
|
||||
Adjusted income before income taxes
|
$
|
358.4
|
|
|
$
|
350.2
|
|
|
$
|
682.0
|
|
|
$
|
662.0
|
|
Income taxes, as adjusted
(A)
|
119.2
|
|
|
121.1
|
|
|
225.6
|
|
|
242.0
|
|
||||
Adjusted income
|
$
|
239.2
|
|
|
$
|
229.1
|
|
|
$
|
456.4
|
|
|
$
|
420.0
|
|
Weighted-average shares – assuming dilution
|
116,553,240
|
|
|
119,680,574
|
|
|
116,514,369
|
|
|
119,657,766
|
|
||||
Adjusted earnings per share
|
$
|
2.05
|
|
|
$
|
1.91
|
|
|
$
|
3.92
|
|
|
$
|
3.51
|
|
(A)
|
Income taxes, as adjusted is based upon our GAAP effective tax rate and reflects the impact of items excluded from GAAP net income to derive adjusted income.
|
|
October 31, 2016
|
|
April 30, 2016
|
||||
High
|
$
|
32.5
|
|
|
$
|
40.0
|
|
Low
|
14.0
|
|
|
16.5
|
|
||
Average
|
26.5
|
|
|
32.9
|
|
•
|
our ability to achieve synergies and cost savings related to the Big Heart acquisition in the amounts and within the time frames currently anticipated and to effectively manage the related integration costs;
|
•
|
our ability to generate sufficient cash flow to meet our deleveraging objectives;
|
•
|
volatility of commodity, energy, and other input costs;
|
•
|
risks associated with derivative and purchasing strategies we employ to manage commodity pricing risks;
|
•
|
the availability of reliable transportation on acceptable terms;
|
•
|
our ability to implement and realize the full benefit of price changes, and the impact of the timing of the price changes to profits and cash flow in a particular period;
|
•
|
the success and cost of marketing and sales programs and strategies intended to promote growth in our businesses, including the introduction of new products;
|
•
|
general competitive activity in the market, including competitors’ pricing practices and promotional spending levels;
|
•
|
the impact of food security concerns involving either our products or our competitors’ products;
|
•
|
the impact of accidents, extreme weather, and natural disasters;
|
•
|
the concentration of certain of our businesses with key customers and suppliers, including single-source suppliers of certain key raw materials and finished goods, and our ability to manage and maintain key relationships;
|
•
|
the timing and amount of capital expenditures and share repurchases;
|
•
|
impairments in the carrying value of goodwill, other intangible assets, or other long-lived assets or changes in useful lives of other intangible assets;
|
•
|
the impact of new or changes to existing governmental laws and regulations and their application;
|
•
|
the outcome of tax examinations, changes in tax laws, and other tax matters;
|
•
|
foreign currency and interest rate fluctuations; and
|
•
|
risks related to other factors described under “Risk Factors” in other reports and statements we have filed with the Securities and Exchange Commission.
|
•
|
A material impairment in the carrying value of acquired goodwill or other intangible assets could negatively affect our consolidated operating results and net worth.
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|||||
Period
|
|
Total Number of
Shares
Purchased
|
|
Average Price
Paid Per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
|
Maximum Number (or
Approximate Dollar
Value) of Shares That
May Yet Be Purchased
Under the Plans or
Programs
|
|||||
August 1, 2016 - August 31, 2016
|
|
3,100
|
|
|
$
|
152.37
|
|
|
—
|
|
|
6,586,598
|
|
September 1, 2016 - September 30, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,586,598
|
|
|
October 1, 2016 - October 31, 2016
|
|
2,141
|
|
|
135.62
|
|
|
—
|
|
|
6,586,598
|
|
|
Total
|
|
5,241
|
|
|
$
|
145.53
|
|
|
—
|
|
|
6,586,598
|
|
(a)
|
Shares in this column include shares repurchased from stock plan recipients in lieu of cash payments.
|
November 22, 2016
|
THE J. M. SMUCKER COMPANY
|
|
|
|
/s/ Mark T. Smucker
|
|
By: MARK T. SMUCKER
|
|
President and Chief Executive Officer
|
|
|
|
/s/ Mark R. Belgya
|
|
By: MARK R. BELGYA
|
|
Vice Chair and Chief Financial Officer
|
Exhibit
Number
|
Exhibit Description
|
Filed
Herewith
|
Incorporated by Reference
from Form
|
Exhibit
|
Filing Date
|
4.1
|
Amendment No. 2, dated as of October 24, 2016, to the Rights Agreement, dated as of May 20, 2009, by and between The J. M. Smucker Company and Computershare Trust Company, N.A., as rights agent, and amended as of February 3, 2015
|
|
8-K
|
4.1
|
10/24/2016
|
10.1
|
Form of Special One-Time Grant of Restricted Stock Agreement*
|
X
|
|
|
|
10.2
|
Form of Special One-Time Grant of Deferred Stock Units Agreement*
|
X
|
|
|
|
10.3
|
Form of Indemnity Agreement*
|
|
8-K
|
10.1
|
8/16/2016
|
12.1
|
Computation of Ratio of Earnings to Fixed Charges
|
X
|
|
|
|
31.1
|
Certifications of Mark T. Smucker pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
|
X
|
|
|
|
31.2
|
Certifications of Mark R. Belgya pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
|
X
|
|
|
|
32
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
|
X
|
|
|
|
101.INS
|
XBRL Instance Document
|
X
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
X
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
X
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
X
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
X
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
X
|
|
|
|
1.
|
Grant of Deferred Stock Units
. The Deferred Stock Units covered by this Agreement are granted to the Grantee effective on the Date of Grant and are subject to and granted upon the terms, conditions and restrictions set forth in this Agreement and in the Plan. The Deferred Stock Units shall become vested in accordance with Article II, Section 3 hereof. Each Deferred Stock Unit shall represent the right to receive one Common Share when the Deferred Stock Unit vests and shall at all times be equal in value to one hypothetical Common Share. The Deferred Stock Units will be credited to the Grantee in an account established for the Grantee until payment in accordance with Article II, Section 4 hereof.
|
2.
|
Restrictions on Transfer of Deferred Stock Units
. Neither the Deferred Stock Units granted hereby (and any applicable dividend equivalents),
nor any interest therein or in the Common Shares related thereto, shall be transferable prior to payment other than by will or pursuant to the laws of descent and distribution (or to a designated beneficiary in the event of the Grantee’s death).
|
3.
|
Vesting of Deferred Stock Units
.
|
(a)
|
The Deferred Stock Units shall become vested on the ______ anniversary of the Date of Grant (the “Vesting Date”), if the Grantee shall have remained in the continuous employ of the Company or a Subsidiary during that ______-year period (such period, the “Vesting Period”). Any Deferred Stock Units not vested as of the end of the Vesting Period will be forfeited, except as provided in Article II, Sections 3(b) or (c) below. Deferred Stock Units may also be forfeited in the event the Committee determines the Grantee has engaged in Detrimental Activity as such term is defined in the Plan.
|
(b)
|
Notwithstanding the provisions of Article II, Section 3(a), if the Grantee dies or becomes permanently disabled during the Vesting Period, then a number of Deferred Stock Units will become nonforfeitable, with such number being determined by multiplying the number of Deferred Stock Units granted by this Agreement by a fraction, the numerator of which is the number of days the Grantee was actively employed by the Company or a Subsidiary during the Vesting Period, and the denominator of which is the total number of days in the Vesting Period.
|
(c)
|
Notwithstanding the provisions of Article II, Sections 3(a) or (b), all of the Deferred Stock Units shall immediately become nonforfeitable upon the occurrence of a Change in Control during the Vesting Period.
|
4.
|
Issuance of the Common Shares
.
|
(a)
|
The Company will issue to the Grantee the Common Shares underlying the vested Deferred Stock Units as soon as practicable, but not later than 10 days, after the earliest to occur of (i) the Vesting Date, (ii) the Grantee’s death or permanent disability as set forth in Article II, Section 3(b) or (iii) the occurrence of a Change in Control as set forth in Article II, Section 3(c); provided that to the extent that the Grantee is subject to payment of U.S. tax at the time of such issuance, then to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, such issuance will only be made if, to the extent applicable, (A) the permanent disability qualifies as a “disability” within the meaning of Section 409A of the Code; or (B) the Change in Control qualifies as a “change in the ownership of the corporation,” a “change in effective control of the corporation” or a “change in the ownership of a substantial portion of the assets of the corporation,” in each case within the meaning of Section 409A of the Code.
|
(b)
|
Except to the extent permitted by the Company and the Plan, no Common Shares may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement.
|
(c)
|
The Company’s obligations to the Grantee with respect to the Deferred Stock Units will be satisfied in full upon the issuance of the Common Shares corresponding to such Deferred Stock Units.
|
5.
|
Dividend, Voting and Other Rights
.
|
(a)
|
The Grantee shall have no rights of ownership in the Deferred Stock Units except for a right to dividend equivalents payable in cash on a current basis on the Common Shares underlying the Deferred Stock Units as provided in Article II, Section 5(b) below (“dividend equivalents”), and shall have no right to vote Deferred Stock Units until the date on which the Common Shares underlying the Deferred Stock Units are transferred to the Grantee pursuant to Article II, Section 4 above.
|
(b)
|
Subject to the forfeiture of Deferred Stock Units as provided for in this Agreement, the Company shall pay the Grantee dividend equivalents on the Common Shares underlying the Deferred Stock Units on a current basis in cash as if such Common Shares were actually issued to the Grantee; provided, that all of the Grantee’s rights with respect to such dividend equivalents shall cease upon the earlier to occur of (i) forfeiture of the Deferred Stock Units; and (ii) the issuance of the Common Shares underlying such Deferred Stock Units.
|
(c)
|
The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver Common Shares in the future, and the rights of the Grantee will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.
|
6.
|
Compliance with Law
. The Company shall make reasonable efforts to comply with all applicable federal, state and foreign securities laws;
provided
,
however
, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any Common Shares pursuant to this Agreement if the issuance thereof would result in a violation of any such law.
|
7.
|
Compliance with Section 409A of the Code
. The parties intend for this Agreement to either comply with, or be exempt from, Section 409A of the Code, to the extent applicable, and all provisions of this Agreement will be interpreted and applied accordingly. Reference to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
|
8.
|
Withholding Taxes
.
To the extent that the Company or any Subsidiary is required to withhold federal, state, local or foreign taxes in connection with the Deferred Stock Units, any applicable dividend equivalents or the issuance of Common Shares pursuant to this Agreement, and the amounts available to the Company or such Subsidiary for such withholding are insufficient, it will be a condition to the issuance of such Common Shares that the Grantee make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld. The Grantee hereby elects to satisfy this withholding obligation by having withheld, from the Common Shares otherwise deliverable to the Grantee, Common Shares having a value equal to the amount required to be withheld. The Common Shares so retained shall be credited against such withholding requirement at the Market Value per Share on the date of such retention. The Company may, at the request of the Grantee, withhold Common Shares for payment of taxes in excess of the minimum amount of taxes required to be withheld; provided, however, that in no event shall the Company withhold Common Shares for
|
9.
|
Continuous Employment
. For purposes of this Agreement, the continuous employment of the Grantee with the Company or a Subsidiary shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of the (a) transfer of his or her employment among the Company and its Subsidiaries or (b) a leave of absence approved by a duly constituted officer of the Company or a Subsidiary.
|
10.
|
Right to Terminate Employment
. No provision of this Agreement shall limit in any way whatsoever any right that the Company or a Subsidiary may otherwise have to terminate the employment of the Grantee at any time. Nothing herein shall be deemed to create a contract or a right to employment with respect to the Grantee.
|
11.
|
Relation to Other Benefits
. Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement, or other benefit or compensation plan maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.
|
12.
|
Amendments
. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto;
provided
,
however
, that no amendment shall impair the rights of the Grantee under this Agreement without the Grantee’s consent;
further provided
,
however
, that the Grantee’s consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with (or exemption from) Section 409A of the Code or the Dodd-Frank Wall Street Reform and Consumer Protection Act or any regulations promulgated thereunder.
|
13.
|
Severability
. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
|
14.
|
Relation to Plan
. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the Deferred Stock Units.
|
15.
|
Nature of Grant
. The Grantee agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) the grant of Deferred Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Deferred Stock Units, or benefits in substitution of Deferred Stock Units, even if Deferred Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future Deferred Stock Unit grants will be at the sole discretion of the Company; (d) participation in the Plan is voluntary; (e) the Deferred Stock Units are not a part of normal or expected pay package for any purposes; (f) if he or she is a Covered Employee, within the meaning of the Company's Clawback of Incentive Compensation Policy (the “Policy”), he or she acknowledges and accepts the terms and conditions of the Policy as in effect on the Date of Grant;
|
16.
|
Data Privacy
. The Grantee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee's personal data as described in this Agreement by and among the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Grantee's participation in the Plan. The Grantee understands that the Company and its Subsidiaries hold (but only process or transfer to the extent required or permitted by local law) the following personal information about the Grantee: the Grantee's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Common Shares or directorships held in the Company, details of all options or any other entitlement to Common Shares awarded, canceled, exercised, vested, unvested or outstanding in the Grantee's favor, for the purpose of implementing, administering and managing the Plan (“Data”). The Grantee understands that Data may be transferred to third parties assisting in the implementation, administration and management of the Plan, including Fidelity Stock Plan Services, LLC and Fidelity Brokerage Services LLC, that these recipients may be located in the Grantee's country or elsewhere (including countries outside of the European Union or the European Economic Area, such as the United States of America), and that the recipient’s country may have different data privacy laws and protections than those that apply in the Grantee's country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of Data by contacting the Grantee's local human resources representative. The Grantee authorizes these recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee's participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Grantee may elect to deposit any shares acquired upon the vesting of the Deferred Stock Units. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee's participation in the Plan and in accordance with local law. The Grantee understands that the Grantee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee's local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee's consent may affect the Grantee's ability to participate in the Plan. For more information on the consequences of the Grantee's refusal to consent or withdrawal of consent, the Grantee hereby understands that the Grantee may contact the Grantee's local human resources representative.
|
17.
|
Electronic Delivery
. The Company may, in its sole discretion, deliver any documents related to the Deferred Stock Units and the Grantee’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or to request the Grantee’s consent to participate in the Plan by electronic means. The Grantee consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
|
18.
|
Governing Law
. This Agreement is made under, and shall be governed by and construed in accordance with the internal substantive laws of the State of Ohio.
|
|
October 31, 2016
|
||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||
Earnings before fixed charges:
|
|
|
|
||||
Income before income taxes
|
$
|
265.5
|
|
|
$
|
518.9
|
|
Total fixed charges
|
50.7
|
|
|
101.7
|
|
||
Less: capitalized interest
|
(0.1
|
)
|
|
(0.3
|
)
|
||
Earnings available for fixed charges
|
$
|
316.1
|
|
|
$
|
620.3
|
|
Fixed charges:
|
|
|
|
||||
Interest and other debt expense, net of capitalized interest
|
$
|
41.5
|
|
|
$
|
83.4
|
|
Capitalized interest
|
0.1
|
|
|
0.3
|
|
||
Estimated interest portion of rent expense
(A)
|
9.1
|
|
|
18.0
|
|
||
Total fixed charges
|
$
|
50.7
|
|
|
$
|
101.7
|
|
Ratio of earnings to fixed charges
|
6.2
|
|
|
6.1
|
|
(A)
|
For purposes of this calculation, management estimates approximately one-third of rent expense is representative of interest expense.
|
(1)
|
I have reviewed this quarterly report on Form 10-Q of The J. M. Smucker Company;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Mark T. Smucker
|
||
Name:
|
|
Mark T. Smucker
|
Title:
|
|
President and Chief Executive Officer
|
(1)
|
I have reviewed this quarterly report on Form 10-Q of The J. M. Smucker Company;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Mark R. Belgya
|
||
Name:
|
|
Mark R. Belgya
|
Title:
|
|
Vice Chair and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
/s/ Mark T. Smucker
|
||
Name:
|
|
Mark T. Smucker
|
Title:
|
|
President and Chief Executive Officer
|
|
|
|
/s/ Mark R. Belgya
|
||
Name:
|
|
Mark R. Belgya
|
Title:
|
|
Vice Chair and Chief Financial Officer
|