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 January 31,
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Nine Months Ended January 31,
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||||||||||||
Dollars in millions, except per share data
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2017
|
|
2016
|
|
2017
|
|
2016
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||||||||
Net sales
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$
|
1,878.8
|
|
|
$
|
1,973.9
|
|
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$
|
5,608.5
|
|
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$
|
6,003.6
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|
Cost of products sold
|
1,155.9
|
|
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1,210.1
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|
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3,420.0
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|
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3,723.8
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||||
Gross Profit
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722.9
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|
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763.8
|
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2,188.5
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2,279.8
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||||
Selling, distribution, and administrative expenses
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337.2
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|
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381.1
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1,056.3
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1,158.5
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||||
Amortization
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51.7
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52.2
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155.2
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|
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158.2
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||||
Impairment charges
|
75.7
|
|
|
—
|
|
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75.7
|
|
|
—
|
|
||||
Other special project costs
(A)
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18.0
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|
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41.4
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|
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66.8
|
|
|
94.9
|
|
||||
Other operating expense (income) – net
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2.6
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|
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(29.2
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)
|
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(0.3
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)
|
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(31.0
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)
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||||
Operating Income
|
237.7
|
|
|
318.3
|
|
|
834.8
|
|
|
899.2
|
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||||
Interest expense – net
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(40.3
|
)
|
|
(43.6
|
)
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(122.8
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)
|
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(130.6
|
)
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||||
Other income (expense) – net
|
0.2
|
|
|
0.6
|
|
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4.5
|
|
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(0.9
|
)
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||||
Income Before Income Taxes
|
197.6
|
|
|
275.3
|
|
|
716.5
|
|
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767.7
|
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||||
Income taxes
|
63.0
|
|
|
90.0
|
|
|
234.6
|
|
|
270.0
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||||
Net Income
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$
|
134.6
|
|
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$
|
185.3
|
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$
|
481.9
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$
|
497.7
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Earnings per common share:
|
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||||||||
Net Income
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$
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1.16
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$
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1.55
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$
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4.14
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$
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4.16
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Net Income – Assuming Dilution
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$
|
1.16
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|
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$
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1.55
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|
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$
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4.14
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|
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$
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4.16
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Dividends Declared per Common Share
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$
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0.75
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|
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$
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0.67
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|
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$
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2.25
|
|
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$
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2.01
|
|
(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 January 31,
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Nine Months Ended January 31,
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||||||||||||
Dollars in millions
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2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
134.6
|
|
|
$
|
185.3
|
|
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$
|
481.9
|
|
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$
|
497.7
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
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||||||||
Foreign currency translation adjustments
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9.0
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|
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(21.5
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)
|
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(17.2
|
)
|
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(44.4
|
)
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||||
Cash flow hedging derivative activity, net of tax
|
0.1
|
|
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0.1
|
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0.3
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|
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0.3
|
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Pension and other postretirement benefit plans activity, net of tax
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1.3
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3.0
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19.3
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7.1
|
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||||
Available-for-sale securities activity, net of tax
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(0.7
|
)
|
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0.4
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(0.4
|
)
|
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—
|
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||||
Total Other Comprehensive Income (Loss)
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9.7
|
|
|
(18.0
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)
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2.0
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(37.0
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)
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||||
Comprehensive Income
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$
|
144.3
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|
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$
|
167.3
|
|
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$
|
483.9
|
|
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$
|
460.7
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|
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January 31, 2017
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|
April 30, 2016
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||||
Dollars in millions
|
|
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|
||||
ASSETS
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|||||||
Current Assets
|
|
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||||
Cash and cash equivalents
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$
|
139.6
|
|
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$
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109.8
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Trade receivables, less allowance for doubtful accounts
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421.4
|
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450.1
|
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Inventories:
|
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||||
Finished products
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641.9
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560.0
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Raw materials
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353.7
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339.4
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Total Inventory
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995.6
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899.4
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Other current assets
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134.3
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114.1
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||
Total Current Assets
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1,690.9
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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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757.2
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727.7
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Machinery and equipment
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1,961.6
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1,870.7
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Construction in progress
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66.6
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|
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91.3
|
|
||
Gross Property, Plant, and Equipment
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2,900.5
|
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2,804.3
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Accumulated depreciation
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(1,326.2
|
)
|
|
(1,176.6
|
)
|
||
Total Property, Plant, and Equipment
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1,574.3
|
|
|
1,627.7
|
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||
Other Noncurrent Assets
|
|
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|
||||
Goodwill
|
6,084.7
|
|
|
6,091.1
|
|
||
Other intangible assets – net
|
6,262.0
|
|
|
6,494.4
|
|
||
Other noncurrent assets
|
199.8
|
|
|
197.5
|
|
||
Total Other Noncurrent Assets
|
12,546.5
|
|
|
12,783.0
|
|
||
Total Assets
|
$
|
15,811.7
|
|
|
$
|
15,984.1
|
|
|
|
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|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
428.5
|
|
|
$
|
459.4
|
|
Accrued trade marketing and merchandising
|
147.6
|
|
|
112.3
|
|
||
Short-term borrowings
|
142.0
|
|
|
284.0
|
|
||
Other current liabilities
|
279.1
|
|
|
357.3
|
|
||
Total Current Liabilities
|
997.2
|
|
|
1,213.0
|
|
||
Noncurrent Liabilities
|
|
|
|
||||
Long-term debt
|
4,945.0
|
|
|
5,146.0
|
|
||
Deferred income taxes
|
2,246.3
|
|
|
2,230.3
|
|
||
Other noncurrent liabilities
|
381.3
|
|
|
386.3
|
|
||
Total Noncurrent Liabilities
|
7,572.6
|
|
|
7,762.6
|
|
||
Total Liabilities
|
8,569.8
|
|
|
8,975.6
|
|
||
Shareholders’ Equity
|
|
|
|
||||
Common shares
|
29.1
|
|
|
29.1
|
|
||
Additional capital
|
5,878.5
|
|
|
5,860.1
|
|
||
Retained income
|
1,480.7
|
|
|
1,267.7
|
|
||
Accumulated other comprehensive loss
|
(146.4
|
)
|
|
(148.4
|
)
|
||
Total Shareholders’ Equity
|
7,241.9
|
|
|
7,008.5
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
15,811.7
|
|
|
$
|
15,984.1
|
|
|
Nine Months Ended January 31,
|
||||||
Dollars in millions
|
2017
|
|
2016
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
481.9
|
|
|
$
|
497.7
|
|
Adjustments to reconcile net income to net cash provided by operations:
|
|
|
|
||||
Depreciation
|
159.6
|
|
|
165.5
|
|
||
Amortization
|
155.2
|
|
|
158.2
|
|
||
Impairment charges
|
75.7
|
|
|
—
|
|
||
Share-based compensation expense
|
22.0
|
|
|
26.9
|
|
||
Gain on divestiture
|
—
|
|
|
(25.3
|
)
|
||
Loss on disposal of assets – net
|
3.9
|
|
|
3.8
|
|
||
Other noncash adjustments
|
0.4
|
|
|
(1.5
|
)
|
||
Defined benefit pension contributions
|
(6.5
|
)
|
|
(2.4
|
)
|
||
Changes in assets and liabilities, net of effect from businesses acquired:
|
|
|
|
||||
Trade receivables
|
27.0
|
|
|
(79.0
|
)
|
||
Inventories
|
(98.6
|
)
|
|
192.1
|
|
||
Other current assets
|
26.9
|
|
|
27.7
|
|
||
Accounts payable
|
(3.4
|
)
|
|
(14.8
|
)
|
||
Accrued liabilities
|
(13.5
|
)
|
|
108.1
|
|
||
Income and other taxes
|
(57.1
|
)
|
|
68.7
|
|
||
Other – net
|
21.3
|
|
|
(0.9
|
)
|
||
Net Cash Provided by Operating Activities
|
794.8
|
|
|
1,124.8
|
|
||
Investing Activities
|
|
|
|
||||
Business acquired, net of cash acquired
|
—
|
|
|
7.9
|
|
||
Equity investment in affiliate
|
—
|
|
|
(16.0
|
)
|
||
Additions to property, plant, and equipment
|
(136.6
|
)
|
|
(160.8
|
)
|
||
Proceeds from divestiture
|
—
|
|
|
193.7
|
|
||
Proceeds from disposal of property, plant, and equipment
|
0.4
|
|
|
0.2
|
|
||
Other – net
|
(11.9
|
)
|
|
5.7
|
|
||
Net Cash (Used for) Provided by Investing Activities
|
(148.1
|
)
|
|
30.7
|
|
||
Financing Activities
|
|
|
|
||||
Short-term repayments – net
|
(142.0
|
)
|
|
(88.0
|
)
|
||
Repayments of long-term debt
|
(200.0
|
)
|
|
(800.0
|
)
|
||
Quarterly dividends paid
|
(252.1
|
)
|
|
(236.5
|
)
|
||
Purchase of treasury shares
|
(19.0
|
)
|
|
(7.8
|
)
|
||
Other – net
|
0.7
|
|
|
0.6
|
|
||
Net Cash Used for Financing Activities
|
(612.4
|
)
|
|
(1,131.7
|
)
|
||
Effect of exchange rate changes on cash
|
(4.5
|
)
|
|
(8.9
|
)
|
||
Net increase in cash and cash equivalents
|
29.8
|
|
|
14.9
|
|
||
Cash and cash equivalents at beginning of period
|
109.8
|
|
|
125.6
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
139.6
|
|
|
$
|
140.5
|
|
|
Three Months Ended January 31,
|
|
Nine Months Ended January 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
U.S. Retail Coffee
|
$
|
537.6
|
|
|
$
|
575.5
|
|
|
$
|
1,602.7
|
|
|
$
|
1,726.6
|
|
U.S. Retail Consumer Foods
|
517.3
|
|
|
569.8
|
|
|
1,611.6
|
|
|
1,796.0
|
|
||||
U.S. Retail Pet Foods
|
550.9
|
|
|
570.9
|
|
|
1,601.4
|
|
|
1,687.5
|
|
||||
International and Foodservice
|
273.0
|
|
|
257.7
|
|
|
792.8
|
|
|
793.5
|
|
||||
Total net sales
|
$
|
1,878.8
|
|
|
$
|
1,973.9
|
|
|
$
|
5,608.5
|
|
|
$
|
6,003.6
|
|
Segment profit:
|
|
|
|
|
|
|
|
||||||||
U.S. Retail Coffee
|
$
|
172.2
|
|
|
$
|
194.6
|
|
|
$
|
532.5
|
|
|
$
|
548.8
|
|
U.S. Retail Consumer Foods
|
119.2
|
|
|
129.1
|
|
|
349.5
|
|
|
375.8
|
|
||||
U.S. Retail Pet Foods
|
126.3
|
|
|
124.0
|
|
|
363.0
|
|
|
355.8
|
|
||||
International and Foodservice
|
45.5
|
|
|
48.9
|
|
|
136.7
|
|
|
140.6
|
|
||||
Total segment profit
|
$
|
463.2
|
|
|
$
|
496.6
|
|
|
$
|
1,381.7
|
|
|
$
|
1,421.0
|
|
Amortization
|
(51.7
|
)
|
|
(52.2
|
)
|
|
(155.2
|
)
|
|
(158.2
|
)
|
||||
Impairment charges
|
(75.7
|
)
|
|
—
|
|
|
(75.7
|
)
|
|
—
|
|
||||
Interest expense – net
|
(40.3
|
)
|
|
(43.6
|
)
|
|
(122.8
|
)
|
|
(130.6
|
)
|
||||
Unallocated derivative gains (losses)
|
0.8
|
|
|
6.7
|
|
|
(5.7
|
)
|
|
2.7
|
|
||||
Cost of products sold – special project costs
(A)
|
(0.5
|
)
|
|
(3.1
|
)
|
|
(4.8
|
)
|
|
(9.2
|
)
|
||||
Other special project costs
(A)
|
(18.0
|
)
|
|
(41.4
|
)
|
|
(66.8
|
)
|
|
(94.9
|
)
|
||||
Corporate administrative expenses
|
(80.4
|
)
|
|
(88.3
|
)
|
|
(238.7
|
)
|
|
(262.2
|
)
|
||||
Other income (expense) – net
|
0.2
|
|
|
0.6
|
|
|
4.5
|
|
|
(0.9
|
)
|
||||
Income before income taxes
|
$
|
197.6
|
|
|
$
|
275.3
|
|
|
$
|
716.5
|
|
|
$
|
767.7
|
|
(A)
|
Special project costs include merger and integration and restructuring costs. For more information, see Note 4: Integration and Restructuring Costs.
|
|
Three Months Ended January 31,
|
|
Nine Months Ended January 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
134.6
|
|
|
$
|
185.3
|
|
|
$
|
481.9
|
|
|
$
|
497.7
|
|
Less: Net income allocated to participating securities
|
0.6
|
|
|
0.8
|
|
|
2.2
|
|
|
2.2
|
|
||||
Net income allocated to common stockholders
|
$
|
134.0
|
|
|
$
|
184.5
|
|
|
$
|
479.7
|
|
|
$
|
495.5
|
|
Weighted-average common shares outstanding
|
115,888,341
|
|
|
119,167,720
|
|
|
115,859,621
|
|
|
119,138,552
|
|
||||
Add: Dilutive effect of stock options
|
73,356
|
|
|
52,585
|
|
|
112,673
|
|
|
25,356
|
|
||||
Weighted-average common shares outstanding –
assuming dilution
|
115,961,697
|
|
|
119,220,305
|
|
|
115,972,294
|
|
|
119,163,908
|
|
||||
Net income per common share
|
$
|
1.16
|
|
|
$
|
1.55
|
|
|
$
|
4.14
|
|
|
$
|
4.16
|
|
Net income per common share – assuming dilution
|
$
|
1.16
|
|
|
$
|
1.55
|
|
|
$
|
4.14
|
|
|
$
|
4.16
|
|
|
|
January 31, 2017
|
|
April 30, 2016
|
||||||||||||||||||||
|
|
Acquisition Cost
|
|
Accumulated Amortization/Impairment Charges/Foreign Currency Exchange
|
|
Net
|
|
Acquisition Cost
|
|
Accumulated Amortization/Impairment Charges/Foreign Currency Exchange
|
|
Net
|
||||||||||||
Finite-lived intangible assets subject to
amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer and contractual
relationships
|
|
$
|
3,520.1
|
|
|
$
|
760.7
|
|
|
$
|
2,759.4
|
|
|
$
|
3,520.1
|
|
|
$
|
639.9
|
|
|
$
|
2,880.2
|
|
Patents and technology
|
|
168.5
|
|
|
98.2
|
|
|
70.3
|
|
|
168.5
|
|
|
88.4
|
|
|
80.1
|
|
||||||
Trademarks
|
|
525.4
|
|
|
103.9
|
|
|
421.5
|
|
|
525.4
|
|
|
78.7
|
|
|
446.7
|
|
||||||
Total intangible assets subject to
amortization
|
|
$
|
4,214.0
|
|
|
$
|
962.8
|
|
|
$
|
3,251.2
|
|
|
$
|
4,214.0
|
|
|
$
|
807.0
|
|
|
$
|
3,407.0
|
|
Indefinite-lived intangible assets not
subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
|
$
|
3,109.1
|
|
|
$
|
98.3
|
|
|
$
|
3,010.8
|
|
|
$
|
3,109.1
|
|
|
$
|
21.7
|
|
|
$
|
3,087.4
|
|
Total other intangible assets
|
|
$
|
7,323.1
|
|
|
$
|
1,061.1
|
|
|
$
|
6,262.0
|
|
|
$
|
7,323.1
|
|
|
$
|
828.7
|
|
|
$
|
6,494.4
|
|
|
January 31, 2017
|
|
April 30, 2016
|
||||||||||||
|
Principal
Outstanding
|
|
Carrying
Amount
(A)
|
|
Principal
Outstanding
|
|
Carrying
Amount
(A)
|
||||||||
1.75% Senior Notes due March 15, 2018
|
$
|
500.0
|
|
|
$
|
498.8
|
|
|
$
|
500.0
|
|
|
$
|
498.0
|
|
2.50% Senior Notes due March 15, 2020
|
500.0
|
|
|
496.3
|
|
|
500.0
|
|
|
495.5
|
|
||||
3.50% Senior Notes due October 15, 2021
|
750.0
|
|
|
784.3
|
|
|
750.0
|
|
|
789.4
|
|
||||
3.00% Senior Notes due March 15, 2022
|
400.0
|
|
|
396.4
|
|
|
400.0
|
|
|
395.9
|
|
||||
3.50% Senior Notes due March 15, 2025
|
1,000.0
|
|
|
993.3
|
|
|
1,000.0
|
|
|
992.7
|
|
||||
4.25% Senior Notes due March 15, 2035
|
650.0
|
|
|
642.6
|
|
|
650.0
|
|
|
642.2
|
|
||||
4.38% Senior Notes due March 15, 2045
|
600.0
|
|
|
584.8
|
|
|
600.0
|
|
|
584.4
|
|
||||
Term Loan Credit Agreement due March 23, 2020
|
550.0
|
|
|
548.5
|
|
|
750.0
|
|
|
747.9
|
|
||||
Total long-term debt
|
$
|
4,950.0
|
|
|
$
|
4,945.0
|
|
|
$
|
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 January 31,
|
||||||||||||||
|
Defined Benefit Pension Plans
|
|
Other Postretirement Benefits
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
$
|
3.0
|
|
|
$
|
4.4
|
|
|
$
|
0.5
|
|
|
$
|
0.6
|
|
Interest cost
|
6.2
|
|
|
6.9
|
|
|
0.7
|
|
|
0.8
|
|
||||
Expected return on plan assets
|
(7.3
|
)
|
|
(8.1
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized net actuarial loss (gain)
|
3.3
|
|
|
2.8
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Prior service cost (credit)
|
0.3
|
|
|
0.1
|
|
|
(0.4
|
)
|
|
(0.4
|
)
|
||||
Curtailment gain
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
5.5
|
|
|
$
|
4.7
|
|
|
$
|
0.8
|
|
|
$
|
0.9
|
|
|
Nine Months Ended January 31,
|
||||||||||||||
|
Defined Benefit Pension Plans
|
|
Other Postretirement Benefits
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
$
|
10.7
|
|
|
$
|
13.5
|
|
|
$
|
1.7
|
|
|
$
|
1.7
|
|
Interest cost
|
19.1
|
|
|
20.8
|
|
|
2.0
|
|
|
2.2
|
|
||||
Expected return on plan assets
|
(21.9
|
)
|
|
(24.8
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized net actuarial loss (gain)
|
10.4
|
|
|
8.2
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
||||
Prior service cost (credit)
|
0.9
|
|
|
0.5
|
|
|
(1.1
|
)
|
|
(0.9
|
)
|
||||
Curtailment gain
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
Settlement loss
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
19.3
|
|
|
$
|
12.3
|
|
|
$
|
2.5
|
|
|
$
|
2.7
|
|
|
January 31, 2017
|
||||||||||||||
|
Other
Current
Assets
|
|
Other
Current
Liabilities
|
|
Other
Noncurrent
Assets
|
|
Other
Noncurrent
Liabilities
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
12.0
|
|
|
$
|
10.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency exchange contracts
|
1.1
|
|
|
2.5
|
|
|
—
|
|
|
0.5
|
|
||||
Total derivative instruments
|
$
|
13.1
|
|
|
$
|
13.0
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
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
January 31, |
|
Nine Months Ended
January 31, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Gains (losses) on commodity contracts
|
$
|
6.4
|
|
|
$
|
(23.3
|
)
|
|
$
|
(14.3
|
)
|
|
$
|
(50.2
|
)
|
(Losses) gains on foreign currency exchange contracts
|
(3.8
|
)
|
|
10.4
|
|
|
4.7
|
|
|
19.0
|
|
||||
Total gains (losses) recognized in cost of products sold
|
$
|
2.6
|
|
|
$
|
(12.9
|
)
|
|
$
|
(9.6
|
)
|
|
$
|
(31.2
|
)
|
|
Three Months Ended
January 31, |
|
Nine Months Ended
January 31, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net gains (losses) on mark-to-market valuation of unallocated
derivative positions
|
$
|
2.6
|
|
|
$
|
(12.9
|
)
|
|
$
|
(9.6
|
)
|
|
$
|
(31.2
|
)
|
Net (gains) losses on derivative positions reclassified to segment
operating profit
|
(1.8
|
)
|
|
19.6
|
|
|
3.9
|
|
|
33.9
|
|
||||
Unallocated derivative gains (losses)
|
$
|
0.8
|
|
|
$
|
6.7
|
|
|
$
|
(5.7
|
)
|
|
$
|
2.7
|
|
|
January 31, 2017
|
|
April 30, 2016
|
||||
Commodity contracts
|
$
|
617.2
|
|
|
$
|
545.7
|
|
Foreign currency exchange contracts
|
301.3
|
|
|
212.5
|
|
|
January 31, 2017
|
|
April 30, 2016
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Marketable securities and other investments
|
$
|
46.3
|
|
|
$
|
46.3
|
|
|
$
|
48.8
|
|
|
$
|
48.8
|
|
Derivative financial instruments – net
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(1.8
|
)
|
|
(1.8
|
)
|
||||
Long-term debt
|
(4,945.0
|
)
|
|
(4,986.0
|
)
|
|
(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
January 31, 2017
|
||||||||
Marketable securities and other investments:
(A)
|
|
|
|
|
|
|
|
||||||||
Equity mutual funds
|
$
|
10.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10.7
|
|
Municipal obligations
|
—
|
|
|
34.4
|
|
|
—
|
|
|
34.4
|
|
||||
Money market funds
|
1.2
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
||||
Derivative financial instruments:
(B)
|
|
|
|
|
|
|
|
||||||||
Commodity contracts – net
|
2.8
|
|
|
(1.3
|
)
|
|
—
|
|
|
1.5
|
|
||||
Foreign currency exchange contracts – net
|
(0.2
|
)
|
|
(1.7
|
)
|
|
—
|
|
|
(1.9
|
)
|
||||
Long-term debt
(C)
|
(4,435.3
|
)
|
|
(550.7
|
)
|
|
—
|
|
|
(4,986.0
|
)
|
||||
Total financial instruments measured at fair value
|
$
|
(4,420.8
|
)
|
|
$
|
(519.3
|
)
|
|
$
|
—
|
|
|
$
|
(4,940.1
|
)
|
|
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
January 31, 2017
, our municipal obligations are scheduled to mature as follows:
$0.4
in 2017,
$1.0
in 2018,
$2.3
in 2019,
$2.2
in 2020, and the remaining
$28.5
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 9: 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
|
—
|
|
|
0.4
|
|
|
11.3
|
|
|
—
|
|
|
11.7
|
|
|||||
Current period (charge) credit
|
(17.2
|
)
|
|
—
|
|
|
18.8
|
|
|
(0.6
|
)
|
|
1.0
|
|
|||||
Income tax (expense) benefit
|
—
|
|
|
(0.1
|
)
|
|
(10.8
|
)
|
|
0.2
|
|
|
(10.7
|
)
|
|||||
Balance at January 31, 2017
|
$
|
(30.3
|
)
|
|
$
|
(4.5
|
)
|
|
$
|
(114.8
|
)
|
|
$
|
3.2
|
|
|
$
|
(146.4
|
)
|
|
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
|
—
|
|
|
0.4
|
|
|
10.5
|
|
|
—
|
|
|
10.9
|
|
|||||
Current period (charge) credit
|
(44.4
|
)
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
(43.1
|
)
|
|||||
Income tax expense
|
—
|
|
|
(0.1
|
)
|
|
(4.7
|
)
|
|
—
|
|
|
(4.8
|
)
|
|||||
Balance at January 31, 2016
|
$
|
(46.7
|
)
|
|
$
|
(4.9
|
)
|
|
$
|
(98.5
|
)
|
|
$
|
3.3
|
|
|
$
|
(146.8
|
)
|
(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.
|
|
January 31, 2017
|
|
April 30, 2016
|
||
Common shares authorized
|
300,000,000
|
|
|
300,000,000
|
|
Common shares outstanding
|
116,443,204
|
|
|
116,306,894
|
|
Treasury shares
|
30,054,526
|
|
|
30,190,836
|
|
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
|
Three Months Ended January 31, 2017
|
||||||||||||||||||
|
The J.M. Smucker
Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
694.7
|
|
|
$
|
291.5
|
|
|
$
|
2,685.4
|
|
|
$
|
(1,792.8
|
)
|
|
$
|
1,878.8
|
|
Cost of products sold
|
539.3
|
|
|
261.8
|
|
|
2,146.0
|
|
|
(1,791.2
|
)
|
|
1,155.9
|
|
|||||
Gross Profit
|
155.4
|
|
|
29.7
|
|
|
539.4
|
|
|
(1.6
|
)
|
|
722.9
|
|
|||||
Selling, distribution, and administrative expenses and
other special project costs
|
75.2
|
|
|
10.5
|
|
|
269.5
|
|
|
—
|
|
|
355.2
|
|
|||||
Amortization
|
2.5
|
|
|
—
|
|
|
49.2
|
|
|
—
|
|
|
51.7
|
|
|||||
Impairment charges
|
—
|
|
|
—
|
|
|
75.7
|
|
|
—
|
|
|
75.7
|
|
|||||
Other operating expense (income) – net
|
0.1
|
|
|
2.7
|
|
|
(0.2
|
)
|
|
—
|
|
|
2.6
|
|
|||||
Operating Income
|
77.6
|
|
|
16.5
|
|
|
145.2
|
|
|
(1.6
|
)
|
|
237.7
|
|
|||||
Interest (expense) income – net
|
(40.5
|
)
|
|
0.3
|
|
|
(0.1
|
)
|
|
—
|
|
|
(40.3
|
)
|
|||||
Other income (expense) – net
|
3.3
|
|
|
0.1
|
|
|
(3.2
|
)
|
|
—
|
|
|
0.2
|
|
|||||
Equity in net earnings of subsidiaries
|
104.0
|
|
|
38.4
|
|
|
16.6
|
|
|
(159.0
|
)
|
|
—
|
|
|||||
Income Before Income Taxes
|
144.4
|
|
|
55.3
|
|
|
158.5
|
|
|
(160.6
|
)
|
|
197.6
|
|
|||||
Income taxes
|
9.8
|
|
|
0.1
|
|
|
53.1
|
|
|
—
|
|
|
63.0
|
|
|||||
Net Income
|
$
|
134.6
|
|
|
$
|
55.2
|
|
|
$
|
105.4
|
|
|
$
|
(160.6
|
)
|
|
$
|
134.6
|
|
Other comprehensive income (loss), net of tax
|
9.7
|
|
|
0.2
|
|
|
8.8
|
|
|
(9.0
|
)
|
|
9.7
|
|
|||||
Comprehensive Income
|
$
|
144.3
|
|
|
$
|
55.4
|
|
|
$
|
114.2
|
|
|
$
|
(169.6
|
)
|
|
$
|
144.3
|
|
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
|
Three Months Ended January 31, 2016
|
||||||||||||||||||
|
The J.M. Smucker
Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
784.7
|
|
|
$
|
289.6
|
|
|
$
|
2,190.5
|
|
|
$
|
(1,290.9
|
)
|
|
$
|
1,973.9
|
|
Cost of products sold
|
591.4
|
|
|
264.3
|
|
|
1,651.9
|
|
|
(1,297.5
|
)
|
|
1,210.1
|
|
|||||
Gross Profit
|
193.3
|
|
|
25.3
|
|
|
538.6
|
|
|
6.6
|
|
|
763.8
|
|
|||||
Selling, distribution, and administrative expenses and
other special project costs
|
72.9
|
|
|
9.6
|
|
|
340.0
|
|
|
—
|
|
|
422.5
|
|
|||||
Amortization
|
0.3
|
|
|
—
|
|
|
51.9
|
|
|
—
|
|
|
52.2
|
|
|||||
Other operating income – net
|
(24.6
|
)
|
|
—
|
|
|
(4.6
|
)
|
|
—
|
|
|
(29.2
|
)
|
|||||
Operating Income
|
144.7
|
|
|
15.7
|
|
|
151.3
|
|
|
6.6
|
|
|
318.3
|
|
|||||
Interest (expense) income – net
|
(43.8
|
)
|
|
0.3
|
|
|
(0.1
|
)
|
|
—
|
|
|
(43.6
|
)
|
|||||
Other (expense) income – net
|
(1.7
|
)
|
|
0.1
|
|
|
2.2
|
|
|
—
|
|
|
0.6
|
|
|||||
Equity in net earnings of subsidiaries
|
119.2
|
|
|
36.5
|
|
|
15.8
|
|
|
(171.5
|
)
|
|
—
|
|
|||||
Income Before Income Taxes
|
218.4
|
|
|
52.6
|
|
|
169.2
|
|
|
(164.9
|
)
|
|
275.3
|
|
|||||
Income taxes
|
33.1
|
|
|
0.1
|
|
|
56.8
|
|
|
—
|
|
|
90.0
|
|
|||||
Net Income
|
$
|
185.3
|
|
|
$
|
52.5
|
|
|
$
|
112.4
|
|
|
$
|
(164.9
|
)
|
|
$
|
185.3
|
|
Other comprehensive (loss) income, net of tax
|
(18.0
|
)
|
|
0.2
|
|
|
(19.8
|
)
|
|
19.6
|
|
|
(18.0
|
)
|
|||||
Comprehensive Income
|
$
|
167.3
|
|
|
$
|
52.7
|
|
|
$
|
92.6
|
|
|
$
|
(145.3
|
)
|
|
$
|
167.3
|
|
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
|
Nine Months Ended January 31, 2017
|
||||||||||||||||||
|
The J.M. Smucker
Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
2,198.6
|
|
|
$
|
930.8
|
|
|
$
|
7,999.6
|
|
|
$
|
(5,520.5
|
)
|
|
$
|
5,608.5
|
|
Cost of products sold
|
1,726.7
|
|
|
844.4
|
|
|
6,366.5
|
|
|
(5,517.6
|
)
|
|
3,420.0
|
|
|||||
Gross Profit
|
471.9
|
|
|
86.4
|
|
|
1,633.1
|
|
|
(2.9
|
)
|
|
2,188.5
|
|
|||||
Selling, distribution, and administrative expenses and
other special project costs
|
246.6
|
|
|
31.4
|
|
|
845.1
|
|
|
—
|
|
|
1,123.1
|
|
|||||
Amortization
|
7.6
|
|
|
—
|
|
|
147.6
|
|
|
—
|
|
|
155.2
|
|
|||||
Impairment charges
|
—
|
|
|
—
|
|
|
75.7
|
|
|
—
|
|
|
75.7
|
|
|||||
Other operating expense (income) – net
|
0.4
|
|
|
2.4
|
|
|
(3.1
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||||
Operating Income
|
217.3
|
|
|
52.6
|
|
|
567.8
|
|
|
(2.9
|
)
|
|
834.8
|
|
|||||
Interest (expense) income – net
|
(123.5
|
)
|
|
0.9
|
|
|
(0.2
|
)
|
|
—
|
|
|
(122.8
|
)
|
|||||
Other income (expense) – net
|
4.4
|
|
|
2.8
|
|
|
(2.7
|
)
|
|
—
|
|
|
4.5
|
|
|||||
Equity in net earnings of subsidiaries
|
410.0
|
|
|
111.2
|
|
|
55.4
|
|
|
(576.6
|
)
|
|
—
|
|
|||||
Income Before Income Taxes
|
508.2
|
|
|
167.5
|
|
|
620.3
|
|
|
(579.5
|
)
|
|
716.5
|
|
|||||
Income taxes
|
26.3
|
|
|
0.3
|
|
|
208.0
|
|
|
—
|
|
|
234.6
|
|
|||||
Net Income
|
$
|
481.9
|
|
|
$
|
167.2
|
|
|
$
|
412.3
|
|
|
$
|
(579.5
|
)
|
|
$
|
481.9
|
|
Other comprehensive income (loss), net of tax
|
2.0
|
|
|
0.8
|
|
|
(14.8
|
)
|
|
14.0
|
|
|
2.0
|
|
|||||
Comprehensive Income
|
$
|
483.9
|
|
|
$
|
168.0
|
|
|
$
|
397.5
|
|
|
$
|
(565.5
|
)
|
|
$
|
483.9
|
|
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
|
Nine Months Ended January 31, 2016
|
||||||||||||||||||
|
The J.M. Smucker
Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
2,372.7
|
|
|
$
|
929.5
|
|
|
$
|
6,740.6
|
|
|
$
|
(4,039.2
|
)
|
|
$
|
6,003.6
|
|
Cost of products sold
|
1,831.1
|
|
|
850.8
|
|
|
5,088.8
|
|
|
(4,046.9
|
)
|
|
3,723.8
|
|
|||||
Gross Profit
|
541.6
|
|
|
78.7
|
|
|
1,651.8
|
|
|
7.7
|
|
|
2,279.8
|
|
|||||
Selling, distribution, and administrative expenses and
other special project costs
|
197.8
|
|
|
30.4
|
|
|
1,025.2
|
|
|
—
|
|
|
1,253.4
|
|
|||||
Amortization
|
2.4
|
|
|
—
|
|
|
155.8
|
|
|
—
|
|
|
158.2
|
|
|||||
Other operating (income) expense – net
|
(24.7
|
)
|
|
0.4
|
|
|
(6.7
|
)
|
|
—
|
|
|
(31.0
|
)
|
|||||
Operating Income
|
366.1
|
|
|
47.9
|
|
|
477.5
|
|
|
7.7
|
|
|
899.2
|
|
|||||
Interest (expense) income – net
|
(131.2
|
)
|
|
0.9
|
|
|
(0.3
|
)
|
|
—
|
|
|
(130.6
|
)
|
|||||
Other income (expense) – net
|
1.8
|
|
|
0.2
|
|
|
(2.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||||
Equity in net earnings of subsidiaries
|
342.4
|
|
|
101.7
|
|
|
48.1
|
|
|
(492.2
|
)
|
|
—
|
|
|||||
Income Before Income Taxes
|
579.1
|
|
|
150.7
|
|
|
522.4
|
|
|
(484.5
|
)
|
|
767.7
|
|
|||||
Income taxes
|
81.4
|
|
|
0.3
|
|
|
188.3
|
|
|
—
|
|
|
270.0
|
|
|||||
Net Income
|
$
|
497.7
|
|
|
$
|
150.4
|
|
|
$
|
334.1
|
|
|
$
|
(484.5
|
)
|
|
$
|
497.7
|
|
Other comprehensive (loss) income, net of tax
|
(37.0
|
)
|
|
0.7
|
|
|
(43.0
|
)
|
|
42.3
|
|
|
(37.0
|
)
|
|||||
Comprehensive Income
|
$
|
460.7
|
|
|
$
|
151.1
|
|
|
$
|
291.1
|
|
|
$
|
(442.2
|
)
|
|
$
|
460.7
|
|
CONDENSED CONSOLIDATING BALANCE SHEETS
|
January 31, 2017
|
||||||||||||||||||
|
The J.M. Smucker
Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
8.8
|
|
|
$
|
—
|
|
|
$
|
130.8
|
|
|
$
|
—
|
|
|
$
|
139.6
|
|
Inventories
|
—
|
|
|
137.9
|
|
|
860.7
|
|
|
(3.0
|
)
|
|
995.6
|
|
|||||
Other current assets
|
505.4
|
|
|
3.9
|
|
|
61.0
|
|
|
(14.6
|
)
|
|
555.7
|
|
|||||
Total Current Assets
|
514.2
|
|
|
141.8
|
|
|
1,052.5
|
|
|
(17.6
|
)
|
|
1,690.9
|
|
|||||
Property, Plant, and Equipment – Net
|
290.9
|
|
|
563.6
|
|
|
719.8
|
|
|
—
|
|
|
1,574.3
|
|
|||||
Investments in Subsidiaries
|
15,491.5
|
|
|
4,429.2
|
|
|
387.8
|
|
|
(20,308.5
|
)
|
|
—
|
|
|||||
Intercompany Receivable
|
—
|
|
|
499.0
|
|
|
1,922.9
|
|
|
(2,421.9
|
)
|
|
—
|
|
|||||
Other Noncurrent Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
1,494.8
|
|
|
—
|
|
|
4,589.9
|
|
|
—
|
|
|
6,084.7
|
|
|||||
Other intangible assets – net
|
420.6
|
|
|
—
|
|
|
5,841.4
|
|
|
—
|
|
|
6,262.0
|
|
|||||
Other noncurrent assets
|
59.4
|
|
|
11.9
|
|
|
128.5
|
|
|
—
|
|
|
199.8
|
|
|||||
Total Other Noncurrent Assets
|
1,974.8
|
|
|
11.9
|
|
|
10,559.8
|
|
|
—
|
|
|
12,546.5
|
|
|||||
Total Assets
|
$
|
18,271.4
|
|
|
$
|
5,645.5
|
|
|
$
|
14,642.8
|
|
|
$
|
(22,748.0
|
)
|
|
$
|
15,811.7
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities
|
$
|
550.7
|
|
|
$
|
87.3
|
|
|
$
|
373.9
|
|
|
$
|
(14.7
|
)
|
|
$
|
997.2
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
4,945.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,945.0
|
|
|||||
Deferred income taxes
|
70.6
|
|
|
—
|
|
|
2,175.7
|
|
|
—
|
|
|
2,246.3
|
|
|||||
Intercompany payable
|
5,125.0
|
|
|
—
|
|
|
—
|
|
|
(5,125.0
|
)
|
|
—
|
|
|||||
Other noncurrent liabilities
|
338.2
|
|
|
17.9
|
|
|
25.2
|
|
|
—
|
|
|
381.3
|
|
|||||
Total Noncurrent Liabilities
|
10,478.8
|
|
|
17.9
|
|
|
2,200.9
|
|
|
(5,125.0
|
)
|
|
7,572.6
|
|
|||||
Total Liabilities
|
11,029.5
|
|
|
105.2
|
|
|
2,574.8
|
|
|
(5,139.7
|
)
|
|
8,569.8
|
|
|||||
Total Shareholders’ Equity
|
7,241.9
|
|
|
5,540.3
|
|
|
12,068.0
|
|
|
(17,608.3
|
)
|
|
7,241.9
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
18,271.4
|
|
|
$
|
5,645.5
|
|
|
$
|
14,642.8
|
|
|
$
|
(22,748.0
|
)
|
|
$
|
15,811.7
|
|
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
|
Nine Months Ended January 31, 2017
|
||||||||||||||||||
|
The J.M. Smucker
Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
158.0
|
|
|
$
|
124.0
|
|
|
$
|
512.8
|
|
|
$
|
—
|
|
|
$
|
794.8
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant, and equipment
|
(23.8
|
)
|
|
(30.1
|
)
|
|
(82.7
|
)
|
|
—
|
|
|
(136.6
|
)
|
|||||
Proceeds from disposal of property, plant, and equipment
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||
(Disbursements of) repayments from intercompany loans
|
—
|
|
|
(94.4
|
)
|
|
(385.8
|
)
|
|
480.2
|
|
|
—
|
|
|||||
Other – net
|
(0.2
|
)
|
|
0.5
|
|
|
(12.2
|
)
|
|
—
|
|
|
(11.9
|
)
|
|||||
Net Cash (Used for) Provided by Investing Activities
|
(24.0
|
)
|
|
(124.0
|
)
|
|
(480.3
|
)
|
|
480.2
|
|
|
(148.1
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term repayments – net
|
(142.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(142.0
|
)
|
|||||
Repayments of long-term debt
|
(200.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200.0
|
)
|
|||||
Quarterly dividends paid
|
(252.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(252.1
|
)
|
|||||
Purchase of treasury shares
|
(19.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.0
|
)
|
|||||
Intercompany payable
|
480.2
|
|
|
—
|
|
|
—
|
|
|
(480.2
|
)
|
|
—
|
|
|||||
Other – net
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
Net Cash Used for Financing Activities
|
(132.2
|
)
|
|
—
|
|
|
—
|
|
|
(480.2
|
)
|
|
(612.4
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
(4.5
|
)
|
|||||
Net increase in cash and cash equivalents
|
1.8
|
|
|
—
|
|
|
28.0
|
|
|
—
|
|
|
29.8
|
|
|||||
Cash and cash equivalents at beginning of period
|
7.0
|
|
|
—
|
|
|
102.8
|
|
|
—
|
|
|
109.8
|
|
|||||
Cash and Cash Equivalents at End of Period
|
$
|
8.8
|
|
|
$
|
—
|
|
|
$
|
130.8
|
|
|
$
|
—
|
|
|
$
|
139.6
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
|
Nine Months Ended January 31, 2016
|
||||||||||||||||||
|
The J.M. Smucker
Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
247.8
|
|
|
$
|
119.2
|
|
|
$
|
757.8
|
|
|
$
|
—
|
|
|
$
|
1,124.8
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Business acquired, net of cash acquired
|
—
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
|||||
Equity investment in affiliate
|
—
|
|
|
—
|
|
|
(16.0
|
)
|
|
—
|
|
|
(16.0
|
)
|
|||||
Additions to property, plant, and equipment
|
(70.8
|
)
|
|
(32.7
|
)
|
|
(57.3
|
)
|
|
—
|
|
|
(160.8
|
)
|
|||||
Proceeds from divestiture
|
193.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193.7
|
|
|||||
Proceeds from disposal of property, plant, and equipment
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
0.2
|
|
|||||
(Disbursements of) repayments from intercompany loans
|
—
|
|
|
(85.6
|
)
|
|
(672.2
|
)
|
|
757.8
|
|
|
—
|
|
|||||
Other – net
|
—
|
|
|
(1.0
|
)
|
|
6.7
|
|
|
—
|
|
|
5.7
|
|
|||||
Net Cash Provided by (Used for) Investing Activities
|
122.9
|
|
|
(119.2
|
)
|
|
(730.8
|
)
|
|
757.8
|
|
|
30.7
|
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term repayments – net
|
(88.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88.0
|
)
|
|||||
Repayments of long-term debt
|
(800.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(800.0
|
)
|
|||||
Quarterly dividends paid
|
(236.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(236.5
|
)
|
|||||
Purchase of treasury shares
|
(7.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.8
|
)
|
|||||
Intercompany payable
|
757.8
|
|
|
—
|
|
|
—
|
|
|
(757.8
|
)
|
|
—
|
|
|||||
Other – net
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
Net Cash Used for Financing Activities
|
(373.9
|
)
|
|
—
|
|
|
—
|
|
|
(757.8
|
)
|
|
(1,131.7
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(8.9
|
)
|
|
—
|
|
|
(8.9
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
(3.2
|
)
|
|
—
|
|
|
18.1
|
|
|
—
|
|
|
14.9
|
|
|||||
Cash and cash equivalents at beginning of period
|
7.1
|
|
|
—
|
|
|
118.5
|
|
|
—
|
|
|
125.6
|
|
|||||
Cash and Cash Equivalents at End of Period
|
$
|
3.9
|
|
|
$
|
—
|
|
|
$
|
136.6
|
|
|
$
|
—
|
|
|
$
|
140.5
|
|
|
Three Months Ended January 31,
|
|
Nine Months Ended January 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
% Increase (Decrease)
|
|
2017
|
|
2016
|
|
% Increase (Decrease)
|
||||||||||
Net sales
|
$
|
1,878.8
|
|
|
$
|
1,973.9
|
|
|
(5
|
)%
|
|
$
|
5,608.5
|
|
|
$
|
6,003.6
|
|
|
(7
|
)%
|
Gross profit
|
$
|
722.9
|
|
|
$
|
763.8
|
|
|
(5
|
)%
|
|
$
|
2,188.5
|
|
|
$
|
2,279.8
|
|
|
(4
|
)%
|
% of net sales
|
38.5
|
%
|
|
38.7
|
%
|
|
|
|
|
39.0
|
%
|
|
38.0
|
%
|
|
|
|||||
Operating income
|
$
|
237.7
|
|
|
$
|
318.3
|
|
|
(25
|
)%
|
|
$
|
834.8
|
|
|
$
|
899.2
|
|
|
(7
|
)%
|
% of net sales
|
12.7
|
%
|
|
16.1
|
%
|
|
|
|
14.9
|
%
|
|
15.0
|
%
|
|
|
||||||
Net income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
134.6
|
|
|
$
|
185.3
|
|
|
(27
|
)%
|
|
$
|
481.9
|
|
|
$
|
497.7
|
|
|
(3
|
)%
|
Net income per common share –
assuming dilution
|
$
|
1.16
|
|
|
$
|
1.55
|
|
|
(25
|
)%
|
|
$
|
4.14
|
|
|
$
|
4.16
|
|
|
—
|
%
|
Adjusted gross profit
(A)
|
$
|
722.6
|
|
|
$
|
760.2
|
|
|
(5
|
)%
|
|
$
|
2,199.0
|
|
|
$
|
2,286.3
|
|
|
(4
|
)%
|
% of net sales
|
38.5
|
%
|
|
38.5
|
%
|
|
|
|
39.2
|
%
|
|
38.1
|
%
|
|
|
||||||
Adjusted operating income
(A)
|
$
|
382.8
|
|
|
$
|
408.3
|
|
|
(6
|
)%
|
|
$
|
1,143.0
|
|
|
$
|
1,158.8
|
|
|
(1
|
)%
|
% of net sales
|
20.4
|
%
|
|
20.7
|
%
|
|
|
|
20.4
|
%
|
|
19.3
|
%
|
|
|
||||||
Adjusted income:
(A)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income
|
$
|
232.8
|
|
|
$
|
246.0
|
|
|
(5
|
)%
|
|
$
|
689.2
|
|
|
$
|
666.0
|
|
|
3
|
%
|
Earnings per share – assuming dilution
|
$
|
2.00
|
|
|
$
|
2.05
|
|
|
(2
|
)%
|
|
$
|
5.92
|
|
|
$
|
5.56
|
|
|
6
|
%
|
(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 January 31,
|
|
Nine Months Ended January 31,
|
||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
Increase
(Decrease)
|
|
%
|
|
2017
|
|
2016
|
|
Increase
(Decrease)
|
|
%
|
||||||||||||||
Net sales
|
$
|
1,878.8
|
|
|
$
|
1,973.9
|
|
|
$
|
(95.1
|
)
|
|
(5
|
)%
|
|
$
|
5,608.5
|
|
|
$
|
6,003.6
|
|
|
$
|
(395.1
|
)
|
|
(7
|
)%
|
Milk divestiture
|
—
|
|
|
(46.3
|
)
|
|
46.3
|
|
|
2
|
|
|
—
|
|
|
(153.5
|
)
|
|
153.5
|
|
|
3
|
|
||||||
Foreign currency exchange
|
(1.7
|
)
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
||||||
Net sales excluding divestiture and foreign currency exchange
(A)
|
$
|
1,877.1
|
|
|
$
|
1,927.6
|
|
|
$
|
(50.5
|
)
|
|
(3
|
)%
|
|
$
|
5,611.3
|
|
|
$
|
5,850.1
|
|
|
$
|
(238.8
|
)
|
|
(4
|
)%
|
(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 January 31,
|
|
Nine Months Ended January 31,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Gross profit
|
38.5
|
%
|
|
38.7
|
%
|
|
39.0
|
%
|
|
38.0
|
%
|
Selling, distribution, and administrative expenses:
|
|
|
|
|
|
|
|
||||
Marketing
|
5.2
|
%
|
|
6.1
|
%
|
|
5.8
|
%
|
|
6.0
|
%
|
Selling
|
3.2
|
|
|
3.7
|
|
|
3.4
|
|
|
4.1
|
|
Distribution
|
3.3
|
|
|
3.1
|
|
|
3.3
|
|
|
3.1
|
|
General and administrative
|
6.2
|
|
|
6.3
|
|
|
6.3
|
|
|
6.2
|
|
Total selling, distribution, and administrative expenses
|
17.9
|
%
|
|
19.3
|
%
|
|
18.8
|
%
|
|
19.3
|
%
|
|
|
|
|
|
|
|
|
||||
Amortization
|
2.8
|
|
|
2.6
|
|
|
2.8
|
|
|
2.6
|
|
Impairment charges
|
4.0
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
Other special project costs
|
1.0
|
|
|
2.1
|
|
|
1.2
|
|
|
1.6
|
|
Other operating expense (income) – net
|
0.1
|
|
|
(1.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
Operating income
|
12.7
|
%
|
|
16.1
|
%
|
|
14.9
|
%
|
|
15.0
|
%
|
|
Three Months Ended January 31,
|
|
Nine Months Ended January 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
% Increase
(Decrease)
|
|
2017
|
|
2016
|
|
% Increase
(Decrease)
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Retail Coffee
|
$
|
537.6
|
|
|
$
|
575.5
|
|
|
(7
|
)%
|
|
$
|
1,602.7
|
|
|
$
|
1,726.6
|
|
|
(7
|
)%
|
U.S. Retail Consumer Foods
|
517.3
|
|
|
569.8
|
|
|
(9
|
)
|
|
1,611.6
|
|
|
1,796.0
|
|
|
(10
|
)
|
||||
U.S. Retail Pet Foods
|
550.9
|
|
|
570.9
|
|
|
(4
|
)
|
|
1,601.4
|
|
|
1,687.5
|
|
|
(5
|
)
|
||||
International and Foodservice
|
273.0
|
|
|
257.7
|
|
|
6
|
|
|
792.8
|
|
|
793.5
|
|
|
—
|
|
||||
Segment profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Retail Coffee
|
$
|
172.2
|
|
|
$
|
194.6
|
|
|
(12
|
)%
|
|
$
|
532.5
|
|
|
$
|
548.8
|
|
|
(3
|
)%
|
U.S. Retail Consumer Foods
|
119.2
|
|
|
129.1
|
|
|
(8
|
)
|
|
349.5
|
|
|
375.8
|
|
|
(7
|
)
|
||||
U.S. Retail Pet Foods
|
126.3
|
|
|
124.0
|
|
|
2
|
|
|
363.0
|
|
|
355.8
|
|
|
2
|
|
||||
International and Foodservice
|
45.5
|
|
|
48.9
|
|
|
(7
|
)
|
|
136.7
|
|
|
140.6
|
|
|
(3
|
)
|
||||
Segment profit margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. Retail Coffee
|
32.0
|
%
|
|
33.8
|
%
|
|
|
|
|
33.2
|
%
|
|
31.8
|
%
|
|
|
|||||
U.S. Retail Consumer Foods
|
23.0
|
|
|
22.7
|
|
|
|
|
|
21.7
|
|
|
20.9
|
|
|
|
|||||
U.S. Retail Pet Foods
|
22.9
|
|
|
21.7
|
|
|
|
|
|
22.7
|
|
|
21.1
|
|
|
|
|||||
International and Foodservice
|
16.7
|
|
|
19.0
|
|
|
|
|
|
17.2
|
|
|
17.7
|
|
|
|
|
Nine Months Ended January 31,
|
||||||
|
2017
|
|
2016
|
||||
Net cash provided by operating activities
|
$
|
794.8
|
|
|
$
|
1,124.8
|
|
Net cash (used for) provided by investing activities
|
(148.1
|
)
|
|
30.7
|
|
||
Net cash used for financing activities
|
(612.4
|
)
|
|
(1,131.7
|
)
|
||
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
794.8
|
|
|
$
|
1,124.8
|
|
Additions to property, plant, and equipment
|
(136.6
|
)
|
|
(160.8
|
)
|
||
Free cash flow
(A)
|
$
|
658.2
|
|
|
$
|
964.0
|
|
(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.
|
|
January 31, 2017
|
|
April 30, 2016
|
||||
Short-term borrowings
|
$
|
142.0
|
|
|
$
|
284.0
|
|
Long-term debt
|
4,945.0
|
|
|
5,146.0
|
|
||
Total debt
|
$
|
5,087.0
|
|
|
$
|
5,430.0
|
|
Shareholders’ equity
|
7,241.9
|
|
|
7,008.5
|
|
||
Total capital
|
$
|
12,328.9
|
|
|
$
|
12,438.5
|
|
|
Three Months Ended January 31,
|
|
Nine Months Ended January 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Gross profit reconciliation:
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
$
|
722.9
|
|
|
$
|
763.8
|
|
|
$
|
2,188.5
|
|
|
$
|
2,279.8
|
|
Unallocated derivative (gains) losses
|
(0.8
|
)
|
|
(6.7
|
)
|
|
5.7
|
|
|
(2.7
|
)
|
||||
Cost of products sold – special project costs
|
0.5
|
|
|
3.1
|
|
|
4.8
|
|
|
9.2
|
|
||||
Adjusted gross profit
|
$
|
722.6
|
|
|
$
|
760.2
|
|
|
$
|
2,199.0
|
|
|
$
|
2,286.3
|
|
Operating income reconciliation:
|
|
|
|
|
|
|
|
||||||||
Operating income
|
$
|
237.7
|
|
|
$
|
318.3
|
|
|
$
|
834.8
|
|
|
$
|
899.2
|
|
Amortization
|
51.7
|
|
|
52.2
|
|
|
155.2
|
|
|
158.2
|
|
||||
Impairment charges
|
75.7
|
|
|
—
|
|
|
75.7
|
|
|
—
|
|
||||
Unallocated derivative (gains) losses
|
(0.8
|
)
|
|
(6.7
|
)
|
|
5.7
|
|
|
(2.7
|
)
|
||||
Cost of products sold – special project costs
|
0.5
|
|
|
3.1
|
|
|
4.8
|
|
|
9.2
|
|
||||
Other special project costs
|
18.0
|
|
|
41.4
|
|
|
66.8
|
|
|
94.9
|
|
||||
Adjusted operating income
|
$
|
382.8
|
|
|
$
|
408.3
|
|
|
$
|
1,143.0
|
|
|
$
|
1,158.8
|
|
Net income reconciliation:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
134.6
|
|
|
$
|
185.3
|
|
|
$
|
481.9
|
|
|
$
|
497.7
|
|
Income taxes
|
63.0
|
|
|
90.0
|
|
|
234.6
|
|
|
270.0
|
|
||||
Amortization
|
51.7
|
|
|
52.2
|
|
|
155.2
|
|
|
158.2
|
|
||||
Impairment charges
|
75.7
|
|
|
—
|
|
|
75.7
|
|
|
—
|
|
||||
Unallocated derivative (gains) losses
|
(0.8
|
)
|
|
(6.7
|
)
|
|
5.7
|
|
|
(2.7
|
)
|
||||
Cost of products sold – special project costs
|
0.5
|
|
|
3.1
|
|
|
4.8
|
|
|
9.2
|
|
||||
Other special project costs
|
18.0
|
|
|
41.4
|
|
|
66.8
|
|
|
94.9
|
|
||||
Adjusted income before income taxes
|
$
|
342.7
|
|
|
$
|
365.3
|
|
|
$
|
1,024.7
|
|
|
$
|
1,027.3
|
|
Income taxes, as adjusted
(A)
|
109.9
|
|
|
119.3
|
|
|
335.5
|
|
|
361.3
|
|
||||
Adjusted income
|
$
|
232.8
|
|
|
$
|
246.0
|
|
|
$
|
689.2
|
|
|
$
|
666.0
|
|
Weighted-average shares – assuming dilution
|
116,508,644
|
|
|
119,734,947
|
|
|
116,512,460
|
|
|
119,683,493
|
|
||||
Adjusted earnings per share
|
$
|
2.00
|
|
|
$
|
2.05
|
|
|
$
|
5.92
|
|
|
$
|
5.56
|
|
(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.
|
|
January 31, 2017
|
|
April 30, 2016
|
||||
High
|
$
|
38.1
|
|
|
$
|
40.0
|
|
Low
|
12.5
|
|
|
16.5
|
|
||
Average
|
23.1
|
|
|
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
|
|||||
November 1, 2016 - November 30, 2016
|
|
292
|
|
|
$
|
131.44
|
|
|
—
|
|
|
6,586,598
|
|
December 1, 2016 - December 31, 2016
|
|
1,169
|
|
|
129.65
|
|
|
—
|
|
|
6,586,598
|
|
|
January 1, 2017 - January 31, 2017
|
|
577
|
|
|
132.82
|
|
|
—
|
|
|
6,586,598
|
|
|
Total
|
|
2,038
|
|
|
$
|
130.80
|
|
|
—
|
|
|
6,586,598
|
|
(a)
|
Shares in this column include shares repurchased from stock plan recipients in lieu of cash payments.
|
February 24, 2017
|
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
|
10.1
|
Amendment No. 2 to The J. M. Smucker Company Restoration Plan, dated as of December 31, 2016
*
|
X
|
|
|
|
10.2
|
Amendment No. 1 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of December 31, 2016
*
|
X
|
|
|
|
10.3
|
The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, restated as of January 1, 2018
*
|
X
|
|
|
|
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
|
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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X
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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X
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“
Eligibility
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An employee shall be an Eligible Employee with respect to a Plan Year if the employee:
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(a)
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Mortality Rates shall be based on a 50% male and 50% female unisex blend of the 1994 Group Annuity Reserve table projected to 2002 using Projection Scale AA; and
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(b)
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The Interest Rate shall be the discount rate selected by the Company for purposes of corporate financial reporting of the obligation for this Plan under applicable financial accounting standards (originally SFAS No. 87, and subsequently amended), for the fiscal year ending on the April 30 prior to the fiscal year in which the Benefit Target Date occurs as provided in Section 2.6.
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(a)
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The Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expect to last for a continuous period of not less than 12 months; or
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(b)
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The Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under any plan covering employees of the Employer; or
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(c)
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The Participant has been determined to be totally disabled by the Social Security Administration.
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(a)
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two and one-half percent of his Final Average Monthly Salary multiplied by his Years of Service, not to exceed 20 years, plus an additional one percent
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(b)
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100% of his Social Security Offset Amount; less
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(c)
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the amount of his monthly retirement benefit under the Retirement Plan. In calculating the amount of the offset under this paragraph (c), benefits attributable to Participant contributions under the supplemental portion of the Retirement Plan shall be disregarded. However, benefits attributable to Company contributions under the supplemental portion of the Retirement Plan, which are subject to this offset, shall be calculated as those benefits which the Participant would have been eligible to receive, assuming he had contributed to the supplemental portion of the Retirement Plan for all periods for which he was eligible to contribute, regardless of whether such contributions were actually made or not, less amounts determined under Section 2.3(d); less
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(d)
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one-twelfth of the annual annuitized amount based on a hypothetical account balance as a result of the 3% enhanced Company matching contribution added to The J. M. Smucker Company Employee Savings Plan (the “Savings Plan”). The amount to be offset, if applicable, is shown in Addendum II.
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(a)
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vesting;
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(b)
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attainment of age 55; or
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(c)
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Separation from Service (or if Total Disability is the event triggering distribution, then the later of Total Disability or Normal Retirement Date (or such other date, including the date of Total Disability, with reference to which such benefits are payable pursuant to Section 8.10)),
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(d)
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in the event the Benefit Target Date is prior to age 62, determining the Monthly Retirement Benefit as indicated in Section 2.3 as of the earlier of the delayed date of commencement or age 62. Any optional form of payment chosen, including a lump sum, will be the Actuarial Equivalent of the Monthly Retirement Benefit as of the earlier of the date of commencement or age 62 based on assumptions set forth in Section 1.12 as of the earlier of the delayed date of commencement or age 62. For a delay of commencement that extends
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(e)
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for delays in commencement beyond age 62 and in the event the benefit is payable in the form of a single lump sum benefit:
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(f)
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for delays in commencement beyond age 62 and in the event the benefit is payable in the form of an annuity:
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(a)
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a change of election will not be effective until at least twelve (12) months after the date on which it is filed by the Participant with the Company;
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(b)
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a change of election with respect to a payment commencing on, or made on, a specified date may not be filed with the Company less than twelve (12) months prior to such date;
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(c)
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a change of election with respect to a time of payment or a method of payment must provide that the payment subject to the change be deferred for a period of not less than five (5) years from the date such payment would otherwise have been made except in the event of a payment made on account of the Participant’s death or Total Disability; and
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(d)
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if a Participant has made an election to receive his benefit in the normal form of payment provided in Section 2.4 or one of the Actuarially Equivalent optional forms of benefit provided in Section 2.5, then the election between the normal form of benefit and among the optional forms of benefit provided in Section 2.5 may be made no later than the time of distribution and shall not require the five (5) year deferral provided in subsection (c) of this Section 2.7.
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Initial Frozen
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Subsequent Frozen
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Age at Termination
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Mark Smucker
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Belgya/Oakland
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Dunaway
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55
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$23,491.42
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$N/A
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$0
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56
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26,564.16
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N/A
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730
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57
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29,970.19
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0
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1,560
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58
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33,750.02
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749
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2,503
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59
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37,947.97
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1,605
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3,572
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60
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42,614.89
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2,579
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4,782
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61
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47,806.26
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3,688
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6,138
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62
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53,580.59
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4,948
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7,671
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63
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60,010.02
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6,364
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9,404
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64
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67,166.35
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7,968
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11,374
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65
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75,149.53
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9,787
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13,600
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January 31, 2017
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Three Months Ended
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Nine Months Ended
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Earnings before fixed charges:
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Income before income taxes
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$
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197.6
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$
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716.5
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Total fixed charges
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48.9
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150.6
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Less: capitalized interest
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(0.2
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)
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(0.5
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)
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Earnings available for fixed charges
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$
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246.3
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$
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866.6
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Fixed charges:
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Interest and other debt expense, net of capitalized interest
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$
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40.8
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$
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124.2
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Capitalized interest
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0.2
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0.5
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Estimated interest portion of rent expense
(A)
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7.9
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25.9
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Total fixed charges
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$
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48.9
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$
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150.6
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Ratio of earnings to fixed charges
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5.0
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5.8
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(A)
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For purposes of this calculation, management estimates approximately one-third of rent expense is representative of interest expense.
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(1)
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I have reviewed this quarterly report on Form 10-Q of The J. M. Smucker Company;
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(2)
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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;
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(3)
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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;
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(4)
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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(5)
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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):
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a.
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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
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b.
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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.
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/s/ Mark T. Smucker
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Name:
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Mark T. Smucker
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Title:
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President and Chief Executive Officer
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(1)
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I have reviewed this quarterly report on Form 10-Q of The J. M. Smucker Company;
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(2)
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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;
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(3)
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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;
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(4)
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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(5)
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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):
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a.
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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
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b.
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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.
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/s/ Mark R. Belgya
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Name:
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Mark R. Belgya
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Title:
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Vice Chair and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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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.
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/s/ Mark T. Smucker
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Name:
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Mark T. Smucker
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Title:
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President and Chief Executive Officer
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/s/ Mark R. Belgya
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Name:
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Mark R. Belgya
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Title:
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Vice Chair and Chief Financial Officer
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