x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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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|
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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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||
Securities registered pursuant to Section 12(b) of the Act:
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||
Title of each class
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|
Name of each exchange on which registered
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Common shares, no par value
|
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New York Stock Exchange
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Rights to purchase preferred shares
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New York Stock Exchange
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Large accelerated filer
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x
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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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Emerging growth company
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o
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Primary Reportable Segment/Business Area
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Major Trademark
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U.S. Retail Coffee
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Folgers
®
,
Dunkin’ Donuts
®
,
and
Café Bustelo
®
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U.S. Retail Consumer Foods
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Jif
®
,
Smucker’s
®
,
Crisco
®
,
Pillsbury
TM
, and
Uncrustables
®
|
U.S. Retail Pet Foods
|
|
Meow Mix
®
,
Milk-Bone
®
,
Natural Balance
®
,
Kibbles ‘n Bits
®
,
9Lives
®
,
Pup-Peroni
®
, and
Nature’s Recipe
®
|
International and Foodservice
|
|
Folgers and
Smucker’s
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•
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Our proprietary brands, packaging designs, and manufacturing methods are essential to the value of our business, and the inability to protect these could harm the value of our brands and adversely affect our sales and profitability.
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•
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We use a single national broker to represent a portion of our branded products to the retail grocery trade and any failure by the broker to effectively represent us could adversely affect our business.
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•
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Loss or interruption of supply from single-source suppliers of raw materials and finished goods could have a disruptive effect on our business and adversely affect our results of operations.
|
•
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Our results may be adversely impacted as a result of increased cost, limited availability, and/or insufficient quality of raw materials, including commodities and agricultural products.
|
•
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Our efforts to manage commodity, foreign currency exchange, and other price volatility through derivative instruments could adversely affect our results of operations and financial condition.
|
•
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We may be limited in our ability to pass cost increases on to our customers in the form of price increases or may realize a decrease in sales volume to the extent price increases are implemented.
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•
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Certain of our products are produced at single manufacturing sites.
|
•
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A significant interruption in the operation of any of our supply chain or distribution capabilities could have an adverse effect on our business, financial condition, and results of operations.
|
•
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Our business could be harmed by strikes or work stoppages.
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•
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Our ability to competitively serve customers depends on the availability of reliable transportation. Increases in logistics and other transportation-related costs could adversely impact our results of operations.
|
•
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Our operations are subject to the general risks of the food industry.
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•
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Changes in our relationships with significant customers, including the loss of our largest customer, could adversely affect our results of operations.
|
•
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We operate in the competitive food industry and continued demand for our products may be affected by changes in consumer preferences.
|
•
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The success of our business depends substantially on consumer perceptions of our brands.
|
•
|
We could be subject to adverse publicity or claims from consumers.
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•
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Our operations are subject to the general risks associated with acquisitions and divestitures. Specifically, we may not realize all of the anticipated benefits of the acquisition of Big Heart or those benefits may take longer to realize than expected.
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•
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We may not realize the benefits we expect from our cost reduction initiatives.
|
•
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Weak financial performance, downgrades in our credit ratings, or disruptions in the financial markets may adversely affect our ability to access capital in the future.
|
•
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Our substantial debt obligations could restrict our operations and financial condition. Additionally, our ability to generate cash to make payments on our indebtedness depends on many factors beyond our control.
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•
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making it more difficult for us to satisfy our financial obligations;
|
•
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increasing our vulnerability to adverse economic, regulatory, and industry conditions, and placing us at a disadvantage compared to our competitors that are less leveraged;
|
•
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limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
•
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limiting our ability to borrow additional funds for working capital, capital expenditures, acquisitions, and general corporate or other purposes; and
|
•
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exposing us to greater interest rate risk, including the risk to variable borrowings of a rate increase and the risk to fixed borrowings of a rate decrease.
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•
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A material impairment in the carrying value of acquired goodwill or other intangible assets could negatively affect our consolidated operating results and net worth.
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•
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Changes in tax, environmental, or other regulations and laws, or their application, or failure to comply with existing licensing, trade, and other regulations and laws could have a material adverse effect on our financial condition.
|
•
|
Our operations in certain developing markets expose us to regulatory risks.
|
•
|
Changes in climate or legal, regulatory, or market measures to address climate change may negatively affect our business and operations.
|
•
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If our information technology systems fail to perform adequately or we are unable to protect such information technology systems against data corruption, cyber-based attacks, or network security breaches, our operations could be disrupted, and we may suffer financial damage or loss because of lost or misappropriated information.
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Locations
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Products Produced/Processed/Stored
|
|
Primary Reportable Segment/Business Area
|
Bloomsburg, Pennsylvania
|
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Wet dog and cat food and dry dog and cat food
|
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U.S. Retail Pet Foods
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Buffalo, New York
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Dog snacks
|
|
U.S. Retail Pet Foods
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Chico, California
|
|
Fruit and vegetable juices and beverages and grain products
|
|
U.S. Retail Consumer Foods
|
Cincinnati, Ohio
|
|
Shortening and oils
|
|
U.S. Retail Consumer Foods
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Decatur, Alabama
|
|
Dry dog and cat food
|
|
U.S. Retail Pet Foods
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Grandview, Washington
|
|
Fruit
|
|
U.S. Retail Consumer Foods
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Harahan, Louisiana
(A)
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Coffee
|
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International and Foodservice
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Havre de Grace, Maryland
|
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Fruit and vegetable juices and beverages
|
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U.S. Retail Consumer Foods
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Lawrence, Kansas
|
|
Dry dog food
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|
U.S. Retail Pet Foods
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Lexington, Kentucky
|
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Peanut butter
|
|
U.S. Retail Consumer Foods
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Memphis, Tennessee
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Peanut butter and fruit spreads
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|
U.S. Retail Consumer Foods
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New Bethlehem, Pennsylvania
|
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Peanut butter and combination peanut butter and jelly products
|
|
U.S. Retail Consumer Foods
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New Orleans, Louisiana (four facilities)
(B)
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Coffee
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U.S. Retail Coffee
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Orrville, Ohio
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Fruit spreads, toppings, and syrups
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U.S. Retail Consumer Foods
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Oxnard, California
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|
Fruit
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U.S. Retail Consumer Foods
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Ripon, Wisconsin
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Fruit spreads, toppings, syrups, and condiments
|
|
U.S. Retail Consumer Foods
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Scottsville, Kentucky
|
|
Frozen sandwiches
|
|
U.S. Retail Consumer Foods
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Seattle, Washington
(B)
|
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Nut mix products
|
|
U.S. Retail Consumer Foods
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Sherbrooke, Quebec
|
|
Canned milk
|
|
International and Foodservice
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Suffolk, Virginia
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|
Coffee
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|
International and Foodservice
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Toledo, Ohio
|
|
Baking mixes, frostings, and flour
|
|
U.S. Retail Consumer Foods
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Topeka, Kansas
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Dry dog and cat food and dog and cat snacks
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U.S. Retail Pet Foods
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(A)
|
Our Harahan location is expected to close during 2018 as a result of our plan to consolidate production into one of our existing facilities in New Orleans, as described in our 2017 Annual Report to Shareholders under “Note 3: Integration and Restructuring Costs.”
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(B)
|
We lease our coffee silo facility in New Orleans and our facilities in Seattle.
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Name
|
|
Age
|
|
Years
with
Company
|
|
Position
|
|
Served as
an Officer
Since
|
Richard K. Smucker
|
|
69
|
|
44
|
|
Executive Chairman
(A)
|
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1974
|
Mark T. Smucker
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|
47
|
|
19
|
|
President and Chief Executive Officer
(B)
|
|
2001
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Mark R. Belgya
|
|
56
|
|
32
|
|
Vice Chair and Chief Financial Officer
(C)
|
|
1997
|
Barry C. Dunaway
|
|
54
|
|
30
|
|
President, Pet Food and Pet Snacks
(D)
|
|
2001
|
Jeannette L. Knudsen
|
|
47
|
|
14
|
|
Senior Vice President, General Counsel and Secretary
(E)
|
|
2009
|
David J. Lemmon
|
|
49
|
|
23
|
|
President, Canada and International
(F)
|
|
2012
|
Steven Oakland
|
|
56
|
|
34
|
|
Vice Chair and President, U.S. Food and Beverage
(G)
|
|
1999
|
Jill R. Penrose
|
|
44
|
|
13
|
|
Senior Vice President, Human Resources and Corporate Communications
(H)
|
|
2014
|
(A)
|
Mr. Richard Smucker was elected to his present position in May 2016, having served as Chief Executive Officer since August 2011.
|
(B)
|
Mr. Mark Smucker was elected to his present position in May 2016, having served as President and President, Consumer and Natural Foods since April 2015. Prior to that time, he served as President, U.S. Retail Coffee since May 2011.
|
(C)
|
Mr. Belgya was elected to his present position in May 2016, having served as Senior Vice President and Chief Financial Officer since October 2009.
|
(D)
|
Mr. Dunaway was elected to his present position in March 2016, having served as President, International and Chief Administrative Officer since April 2015. Prior to that time, he served as Senior Vice President and Chief Administrative Officer since May 2011.
|
(E)
|
Ms. Knudsen was elected to her present position in May 2016, having served as Vice President, General Counsel and Corporate Secretary since August 2010.
|
(F)
|
Mr. Lemmon was elected to his present position in May 2016, having served as Vice President and Managing Director, Canada and International since April 2015. Prior to that time, he served as Vice President and Managing Director, Canada since May 2012.
|
(G)
|
Mr. Oakland was elected to his present position in May 2016, having served as President, Coffee and Foodservice since April 2015. Prior to that time, he served as President, International, Foodservice, and Natural Foods since May 2011.
|
(H)
|
Ms. Penrose was elected to her present position in May 2016, having served as Vice President, Human Resources since June 2014. Prior to that time, she served as Vice President, Strategy and Organization Development since April 2010.
|
Period
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|||||
|
|
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
|
|||||
February 1, 2017 - February 28, 2017
|
|
354,703
|
|
|
$
|
141.71
|
|
|
354,539
|
|
|
6,232,059
|
|
March 1, 2017 - March 31, 2017
|
|
2,647,413
|
|
|
139.06
|
|
|
2,645,461
|
|
|
3,586,598
|
|
|
April 1, 2017 - April 30, 2017
|
|
3,438
|
|
|
126.83
|
|
|
—
|
|
|
3,586,598
|
|
|
Total
|
|
3,005,554
|
|
|
$
|
139.36
|
|
|
3,000,000
|
|
|
3,586,598
|
|
(a)
|
This column includes shares repurchased as part of publicly announced plans as well as shares repurchased from stock plan recipients in lieu of cash payments.
|
(a)(1)
|
|
Financial Statements
|
|
|
See the Index to Financial Statements, which is included on page F-1 of this Report.
|
(a)(2)
|
|
Financial Statement Schedules
|
|
|
Financial statement schedules are omitted because they are not applicable or because the information required is set forth in the Consolidated Financial Statements or notes thereto.
|
(a)(3)
|
|
Exhibits
|
|
|
See the Index of Exhibits beginning on page 22 of this Report.
|
Date: June 19, 2017
|
The J. M. Smucker Company
|
|
|
|
/s/ Mark R. Belgya
|
|
By:
|
Mark R. Belgya
|
|
|
Vice Chair and Chief Financial Officer
|
*
|
|
|
|
|
Mark T. Smucker
|
|
President and Chief Executive Officer and Director
(Principal Executive Officer)
|
|
June 19, 2017
|
/s/ Mark R. Belgya
|
|
|
|
|
Mark R. Belgya
|
|
Vice Chair and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
June 19, 2017
|
*
|
|
|
|
|
Timothy P. Smucker
|
|
Chairman Emeritus
|
|
June 19, 2017
|
*
|
|
|
|
|
Richard K. Smucker
|
|
Executive Chairman
|
|
June 19, 2017
|
*
|
|
|
|
|
Kathryn W. Dindo
|
|
Director
|
|
June 19, 2017
|
*
|
|
|
|
|
Paul J. Dolan
|
|
Director
|
|
June 19, 2017
|
*
|
|
|
|
|
Jay L. Henderson
|
|
Director
|
|
June 19, 2017
|
*
|
|
|
|
|
Nancy Lopez Knight
|
|
Director
|
|
June 19, 2017
|
*
|
|
|
|
|
Elizabeth Valk Long
|
|
Director
|
|
June 19, 2017
|
*
|
|
|
|
|
Gary A. Oatey
|
|
Director
|
|
June 19, 2017
|
*
|
|
|
|
|
Sandra Pianalto
|
|
Director
|
|
June 19, 2017
|
*
|
|
|
|
|
Alex Shumate
|
|
Director
|
|
June 19, 2017
|
*
|
The undersigned, by signing her name hereto, does sign and execute this report pursuant to the powers of attorney executed by the above-named officers and directors of the registrant, which are being filed herewith with the Securities and Exchange Commission on behalf of such officers and directors.
|
Date: June 19, 2017
|
|
|
|
/s/ Jeannette L. Knudsen
|
|
|
By:
|
|
Jeannette L. Knudsen Attorney-in-Fact
|
Exhibit Number
|
Exhibit Description
|
Filed Herewith
|
Incorporated by Reference from Form
|
Exhibit
|
Filing Date
|
2.1
|
Agreement and Plan of Merger, dated as of February 3, 2015, by and among Blue Acquisition Group, Inc., the Company, SPF Holdings I, Inc., SPF Holdings II, LLC, and, for the limited purposes set forth therein, Blue Holdings I, L.P.
|
|
8-K
|
2.1
|
2/4/2015
|
2.2
|
Purchase Agreement dated as of October 9, 2013, among Del Monte Corporation, Del Monte Foods Consumer Products, Inc., and, for the limited purposes set forth therein, Del Monte Pacific Limited
|
|
10-Q
(A)
|
10.3
|
12/9/2013
|
3.1
|
Amended Articles of Incorporation of The J. M. Smucker Company
|
|
10-Q
|
3.1
|
8/28/2013
|
3.2
|
Amended Regulations of The J. M. Smucker Company
|
|
8-K
|
3.1
|
6/15/2017
|
3.3
|
Articles of Organization of J.M. Smucker LLC
|
|
S-4
|
3.3
|
6/30/2015
|
3.4
|
Third Amended and Restated Operating Agreement of J.M. Smucker LLC
|
|
S-4
|
3.4
|
6/30/2015
|
3.5
|
Certificate of Incorporation of The Folgers Coffee Company
|
|
S-4
|
3.5
|
6/30/2015
|
3.6
|
Bylaws of The Folgers Coffee Company
|
|
S-4
|
3.6
|
6/30/2015
|
4.1
|
Rights Agreement, dated as of May 20, 2009, by and between the Company and Computershare Trust Company, N.A., as rights agent
|
|
8-A
|
4.1
|
5/21/2009
|
4.2
|
Amendment No. 1, dated as of February 3, 2015, to the Rights Agreement, dated as of May 20, 2009, between the Company and Computershare Trust Company, N.A., as rights agent
|
|
8-K
|
4.1
|
2/4/2015
|
4.3
|
Amendment No. 2, dated as of October 24, 2016, to the Rights Agreement, dated as of May 20, 2009, by and between the Company and Computershare Trust Company, N.A., as rights agent
|
|
8-K
|
4.1
|
10/24/2016
|
4.4
|
Indenture, dated as of October 18, 2011, between the Company and U.S. Bank National Association
|
|
8-K
|
4.1
|
10/18/2011
|
4.5
|
First Supplemental Indenture, dated as of October 18, 2011, among the Company, the guarantors party thereto, and U.S. Bank National Association
|
|
8-K
|
4.2
|
10/18/2011
|
4.6
|
Third Amended and Restated Intercreditor Agreement, dated June 11, 2010, among the administrative
agents and other parties identified therein
|
|
S-3
|
4.7
|
10/13/2011
|
4.7
|
Indenture, dated as of March 20, 2015, between the Company and U.S. Bank National Association, as trustee
|
|
8-K
|
4.1
|
3/23/2015
|
4.8
|
First Supplemental Indenture, dated as of March 20, 2015, by and among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee
|
|
8-K
|
4.2
|
3/23/2015
|
10.1
|
Nonemployee Director Stock Plan dated January 1, 1997*
|
|
10-K
|
10(e)
|
7/23/1997
|
10.2
|
The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, restated as of January 1, 2018*
|
|
10-Q
|
10.3
|
2/24/2017
|
10.3
|
Amended and Restated Consulting and Noncompete Agreement of Timothy P. Smucker, dated as of December 31, 2010*
|
|
10-Q
|
10.2
|
3/11/2011
|
10.4
|
Amended and Restated Consulting and Noncompete Agreement of Richard K. Smucker, dated as of December 31, 2010*
|
|
10-Q
|
10.3
|
3/11/2011
|
10.5
|
Termination Amendment to Amended and Restated Consulting and Noncompete Agreement of Timothy P. Smucker, dated as of April 25, 2011*
|
|
8-K
|
10.1
|
4/25/2011
|
Exhibit Number
|
Exhibit Description
|
Filed Herewith
|
Incorporated by Reference from Form
|
Exhibit
|
Filing Date
|
10.6
|
Termination Amendment to Amended and Restated Consulting and Noncompete Agreement of Richard K. Smucker, dated as of April 25, 2011*
|
|
8-K
|
10.2
|
4/25/2011
|
10.7
|
The J. M. Smucker Company Voluntary Deferred Compensation Plan, amended and restated as of December 1, 2012*
|
|
10-Q
|
10.3
|
3/1/2013
|
10.8
|
The J. M. Smucker Company 2006 Equity Compensation Plan, effective August 17, 2006*
|
|
8-K
|
10.1
|
8/21/2006
|
10.9
|
The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan*
|
|
8-K
|
10.1
|
8/20/2010
|
10.10
|
Amendment No. 1 to The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan*
|
X
|
|
|
|
10.11
|
Omnibus Amendment to Restricted Stock Agreements for Folgers Employees, dated as of November 4, 2010*
|
|
10-Q
|
10.1
|
3/11/2011
|
10.12
|
Form of Restricted Stock Agreement*
|
|
8-K
|
10.1
|
4/20/2012
|
10.13
|
Form of Deferred Stock Units Agreement*
|
|
8-K
|
10.2
|
4/20/2012
|
10.14
|
Form of Restricted Stock Agreement*
|
|
10-K
|
10.26
|
6/21/2013
|
10.15
|
Form of Deferred Stock Units Agreement*
|
|
10-K
|
10.27
|
6/21/2013
|
10.16
|
Form of Special One-Time Grant of Restricted Stock Agreement*
|
|
10-K
|
10.28
|
6/21/2013
|
10.17
|
Form of Restricted Stock Agreement*
|
|
10-Q
|
10.1
|
9/2/2015
|
10.18
|
Form of Special One-Time Grant of Restricted Stock Agreement*
|
|
10-Q
|
10.1
|
11/22/2016
|
10.19
|
Form of Special One-Time Grant of Deferred Stock Units Agreement*
|
|
10-Q
|
10.2
|
11/22/2016
|
10.20
|
Form of Restricted Stock Agreement*
|
X
|
|
|
|
10.21
|
Form of Deferred Stock Units Agreement*
|
X
|
|
|
|
10.22
|
The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2007)*
|
|
10-Q
|
10.5
|
3/10/2009
|
10.23
|
The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2014)*
|
|
10-Q
|
10.2
|
11/27/2013
|
10.24
|
The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, restated effective as of May 1, 2015*
|
|
10-K
|
10.23
|
6/25/2015
|
10.25
|
Amendment No. 1 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of December 31, 2016*
|
|
10-Q
|
10.2
|
2/24/2017
|
10.26
|
The J. M. Smucker Company Restoration Plan, amended and restated effective as of January 1, 2013*
|
|
10-K
|
10.24
|
6/25/2015
|
10.27
|
Amendment No. 1 to The J. M. Smucker Company Restoration Plan, dated as of May 1, 2015*
|
|
10-K
|
10.25
|
6/25/2015
|
10.28
|
Amendment No. 2 to The J. M. Smucker Company Restoration Plan, dated as of December 31, 2016*
|
|
10-Q
|
10.1
|
2/24/2017
|
10.29
|
Form of Nonstatutory Stock Option Agreement between the Company and the Optionee (one-year vesting)*
|
|
8-K
|
10.2
|
3/23/2015
|
10.30
|
Form of Nonstatutory Stock Option Agreement between the Company and the Optionee (three-year vesting)*
|
|
8-K
|
10.3
|
3/23/2015
|
10.31
|
Form of Change in Control Severance Agreement between the Company and the Officer party thereto*
|
|
8-K
|
10.5
|
3/23/2015
|
10.32
|
Form of Indemnity Agreement between the Company and the Officer party thereto*
|
|
8-K
|
10.1
|
8/16/2016
|
Exhibit Number
|
Exhibit Description
|
Filed Herewith
|
Incorporated by Reference from Form
|
Exhibit
|
Filing Date
|
10.33
|
The J. M. Smucker Company 1998 Equity and Performance Incentive Plan (as amended and restated effective as of June 6, 2005)*
|
|
8-K
|
10.1
|
6/9/2005
|
10.34
|
Amended and Restated Asset Purchase and Sale Agreement, dated as of October 24, 2001, by and among General Mills, Inc., The Pillsbury Company, and International Multifoods Corporation
|
|
8-K
(B)
|
2.1
|
11/28/2001
|
10.35
|
Retail Trademark License Agreement, dated November 13, 2001, between The Pillsbury Company and International Multifoods Corporation
|
|
10-Q
(B)
|
10.2
|
1/14/2002
|
10.36
|
Amendment to Retail Trademark License Agreement, dated December 23, 2002, between The Pillsbury Company and International Multifoods Corporation
|
|
10-K
(B)
|
10.29
|
5/12/2003
|
10.37
|
Closing Agreement, dated as of November 13, 2001, by and among General Mills, Inc., The Pillsbury Company, and International Multifoods Corporation
|
|
8-K
(B)
|
2.2
|
11/28/2001
|
10.38
|
Omnibus Amendment Agreement, dated as of January 16, 2003, by and among General Mills, Inc., The Pillsbury Company, International Multifoods Corporation, and Sebesta Blomberg & Associates, Inc.
|
|
8-K
(B)
|
10.1
|
1/28/2003
|
10.39
|
Tax Matters Agreement between The Procter & Gamble Company, The Folgers Coffee Company, and the Company, dated November 6, 2008
|
|
10-Q
|
10.20
|
12/9/2008
|
10.40
|
Intellectual Property Matters Agreement between The Procter & Gamble Company and The Folgers Coffee Company, dated November 6, 2008
|
|
10-Q
|
10.21
|
12/9/2008
|
10.41
|
Third Amended and Restated Credit Agreement, dated as of September 6, 2013, among the Company and Smucker Foods of Canada Corp., as borrowers, the lenders and guarantors party thereto, and Bank of Montreal, as administrative agent
|
|
8-K
|
10.1
|
9/10/2013
|
10.42
|
Amendment No. 1, dated as of February 23, 2015, to the Third Amended and Restated Credit Agreement dated as of September 6, 2013, among the Company and Smucker Foods of Canada Corp., as borrowers, the lenders and guarantors party thereto, and Bank of Montreal, as administrative agent
|
|
8-K
|
10.1
|
2/24/2015
|
10.43
|
Form of Commercial Paper Dealer Agreement between the Company, as Issuer, and the Dealer party thereto
|
|
10-Q
|
10.1
|
8/27/2014
|
10.44
|
Term Loan Credit Agreement, dated as of March 2, 2015, among the Company, as borrower, the lenders and guarantors party thereto, and Bank of America, N.A., as administrative agent
|
|
8-K
|
10.1
|
3/3/2015
|
12.1
|
Computation of Ratio of Earnings to Fixed Charges
|
X
|
|
|
|
13
|
Excerpts from our 2017 Annual Report to Shareholders. Such Annual Report, except those portions thereof that are expressly incorporated herein by reference, is furnished for the information of the Commission only and is not deemed to be filed as part of this Annual Report on Form 10-K
|
X
|
|
|
|
21
|
Subsidiaries of the Registrant
|
X
|
|
|
|
23
|
Consent of Independent Registered Public Accounting Firm
|
X
|
|
|
|
24
|
Powers of Attorney
|
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
|
|
|
|
Exhibit Number
|
Exhibit Description
|
Filed Herewith
|
Incorporated by Reference from Form
|
Exhibit
|
Filing Date
|
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
|
|
|
|
|
Annual
Report to
Shareholders
|
Data incorporated by reference to the 2017 Annual Report to Shareholders of The J. M. Smucker Company:
|
|
|
|
Report of Management on Internal Control Over Financial Reporting
|
37
|
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
|
38
|
Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements
|
39
|
Consolidated Balance Sheets at April 30, 2017 and 2016
|
42-43
|
For the years ended April 30, 2017, 2016, and 2015:
|
|
Statements of Consolidated Income
|
41
|
Statements of Consolidated Comprehensive Income
|
41
|
Statements of Consolidated Cash Flows
|
44
|
Statements of Consolidated Shareholders’ Equity
|
45
|
Notes to Consolidated Financial Statements
|
46-77
|
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 fourth 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 four-year period. Any Deferred Stock Units not vested will be forfeited, except as provided in Article II, Section 3(b) 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), all of the Deferred Stock Units shall immediately become nonforfeitable if (i) the Grantee dies or becomes permanently disabled while in the employ of the Company or a Subsidiary during the four-year period from the Date of Grant, (ii) at any time during the four-year period from the Date of Grant, the Grantee is age 60 with at least ten years of service with the Company or its Subsidiaries, or (iii) a Change in Control occurs during the four-year period from the Date of Grant while the Grantee is employed by the Company or a Subsidiary.
|
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)(i) or (iii) the occurrence of a Change in Control as set forth in Article II, Section 3(b)(iii); 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 dividends and ]
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.]
|
(
[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 payment of taxes in excess of the maximum statutory individual tax rate in the jurisdiction(s) applicable to the Grantee.
|
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 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 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; and (g) in consideration of the grant of Deferred Stock Units, no claim or entitlement to compensation or damages will be created by any termination of the Deferred Stock Units or diminution in value of the Deferred Stock Units, and the Grantee releases the Company and its Subsidiaries from any such claim that may arise. If any such claim is found by a court of competent jurisdiction to have been created, then, by signing this Agreement, the Grantee will be deemed irrevocably to have waived the Grantee’s entitlement to pursue such claim.
|
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
[List administrator(s)]
, 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 the Data by contacting the Grantee's local human resources representative. The Grantee authorizes these recipients to receive, possess, use, retain and transfer the 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
|
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.
|
|
April 30, 2017
Year Ended
|
||
Earnings before fixed charges:
|
|
||
Income before income taxes
|
$
|
878.4
|
|
Total fixed charges
|
199.5
|
|
|
Less: capitalized interest
|
(0.8
|
)
|
|
Earnings available for fixed charges
|
$
|
1,077.1
|
|
Fixed charges:
|
|
||
Interest and other debt expense, net of capitalized interest
|
$
|
165.0
|
|
Capitalized interest
|
0.8
|
|
|
Estimated interest portion of rent expense
(A)
|
33.7
|
|
|
Total fixed charges
|
$
|
199.5
|
|
Ratio of earnings to fixed charges
|
5.4
|
|
(A)
|
For purposes of this calculation, management estimates approximately one-third of rent expense is representative of interest expense.
|
|
|
Year Ended April 30,
|
|
|
||||||||||||||||||||||
(Dollars and shares in millions, except per share data)
|
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||||||||||||
Statements of Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
7,392.3
|
|
|
|
$
|
7,811.2
|
|
|
|
$
|
5,692.7
|
|
|
|
$
|
5,610.6
|
|
|
|
$
|
5,897.7
|
|
|
|
Gross profit
|
|
$
|
2,835.3
|
|
|
|
$
|
2,967.8
|
|
|
|
$
|
1,968.7
|
|
|
|
$
|
2,031.0
|
|
|
|
$
|
2,027.6
|
|
|
|
% of net sales
|
|
38.4
|
%
|
|
|
38.0
|
%
|
|
|
34.6
|
%
|
|
|
36.2
|
%
|
|
|
34.4
|
%
|
|
|
|||||
Operating income
|
|
$
|
1,031.5
|
|
|
|
$
|
1,145.3
|
|
|
|
$
|
772.0
|
|
|
|
$
|
919.0
|
|
|
|
$
|
910.4
|
|
|
|
% of net sales
|
|
14.0
|
%
|
|
|
14.7
|
%
|
|
|
13.6
|
%
|
|
|
16.4
|
%
|
|
|
15.4
|
%
|
|
|
|||||
Net income
|
|
$
|
592.3
|
|
|
|
$
|
688.7
|
|
|
|
$
|
344.9
|
|
|
|
$
|
565.2
|
|
|
|
$
|
544.2
|
|
|
|
Financial Position:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
166.8
|
|
|
|
$
|
109.8
|
|
|
|
$
|
125.6
|
|
|
|
$
|
153.5
|
|
|
|
$
|
256.4
|
|
|
|
Total assets
|
|
15,639.7
|
|
|
|
15,984.1
|
|
|
|
16,806.3
|
|
|
|
9,041.4
|
|
|
|
9,010.7
|
|
|
|
|||||
Total debt
|
|
5,398.5
|
|
|
|
5,430.0
|
|
|
|
6,170.9
|
|
|
|
2,216.3
|
|
|
|
2,010.1
|
|
|
|
|||||
Shareholders’ equity
|
|
6,850.2
|
|
|
|
7,008.5
|
|
|
|
7,086.9
|
|
|
|
5,029.6
|
|
|
|
5,148.8
|
|
|
|
|||||
Liquidity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
1,059.0
|
|
|
|
$
|
1,461.0
|
|
|
|
$
|
739.1
|
|
|
|
$
|
863.3
|
|
|
|
$
|
858.7
|
|
|
|
Capital expenditures
|
|
192.4
|
|
|
|
201.4
|
|
|
|
247.7
|
|
|
|
279.5
|
|
|
|
206.5
|
|
|
|
|||||
Free cash flow
(A)
|
|
866.6
|
|
|
|
1,259.6
|
|
|
|
491.4
|
|
|
|
583.8
|
|
|
|
652.2
|
|
|
|
|||||
Quarterly dividends paid
|
|
339.3
|
|
|
|
316.6
|
|
|
|
254.0
|
|
|
|
238.0
|
|
|
|
222.8
|
|
|
|
|||||
Purchase of treasury shares
|
|
437.6
|
|
|
|
441.1
|
|
|
|
24.3
|
|
|
|
508.5
|
|
|
|
364.2
|
|
|
|
|||||
EBITDA (as adjusted)
(A)
|
1,593.7
|
|
|
|
1,579.1
|
|
|
|
871.3
|
|
|
|
1,185.5
|
|
|
|
1,161.6
|
|
|
|
||||||
Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted-average shares outstanding
|
116.0
|
|
119.4
|
|
103.7
|
|
104.3
|
|
108.8
|
|
|
|
||||||||||||||
Weighted-average shares outstanding – assuming dilution
|
116.1
|
|
119.5
|
|
103.7
|
|
104.3
|
|
108.9
|
|
|
|
||||||||||||||
Dividends declared per common share
|
|
$
|
3.00
|
|
|
|
$
|
2.68
|
|
|
|
$
|
2.56
|
|
|
|
$
|
2.32
|
|
|
|
$
|
2.08
|
|
|
|
Earnings per Common Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
5.11
|
|
|
|
$
|
5.77
|
|
|
|
$
|
3.33
|
|
|
|
$
|
5.42
|
|
|
|
$
|
5.00
|
|
|
|
Net income – assuming dilution
|
|
5.10
|
|
|
|
5.76
|
|
|
|
3.33
|
|
|
|
5.42
|
|
|
|
5.00
|
|
|
|
|||||
Other Non-GAAP Measures:
(A)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted gross profit
|
|
$
|
2,868.2
|
|
|
|
$
|
2,968.0
|
|
|
|
$
|
1,999.4
|
|
|
|
$
|
2,035.1
|
|
|
|
$
|
2,032.5
|
|
|
|
% of net sales
|
|
38.8
|
%
|
|
|
38.0
|
%
|
|
|
35.1
|
%
|
|
|
36.3
|
%
|
|
|
34.5
|
%
|
|
|
|||||
Adjusted operating income
|
|
$
|
1,481.8
|
|
|
|
$
|
1,489.8
|
|
|
|
$
|
970.2
|
|
|
|
$
|
1,047.6
|
|
|
|
$
|
1,061.6
|
|
|
|
% of net sales
|
|
20.0
|
%
|
|
|
19.1
|
%
|
|
|
17.0
|
%
|
|
|
18.7
|
%
|
|
|
18.0
|
%
|
|
|
|||||
Adjusted income and earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted income
|
|
$
|
895.9
|
|
|
|
$
|
931.3
|
|
|
|
$
|
475.6
|
|
|
|
$
|
650.8
|
|
|
|
$
|
644.9
|
|
|
|
Adjusted earnings per share – assuming dilution
|
|
$
|
7.72
|
|
|
|
$
|
7.79
|
|
|
|
$
|
4.59
|
|
|
|
$
|
6.24
|
|
|
|
$
|
5.92
|
|
|
|
(A)
|
We use non-GAAP financial measures to evaluate our performance. Refer to “Non-GAAP Measures” in the “Management’s Discussion and Analysis” section for a reconciliation to the comparable GAAP financial measure.
|
|
(Dollars in millions, except per share data)
|
Quarter Ended
|
|
Net Sales
|
|
Gross Profit
|
|
Net Income
|
|
Net Income per Common Share
|
|
Net Income per
Common Share –
Assuming Dilution
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2017
|
July 31, 2016
|
|
$
|
1,815.8
|
|
|
$
|
722.7
|
|
|
$
|
170.0
|
|
|
$
|
1.46
|
|
|
$
|
1.46
|
|
|
October 31, 2016
|
|
1,913.9
|
|
|
742.9
|
|
|
177.3
|
|
|
1.52
|
|
|
1.52
|
|
|||||
|
January 31, 2017
|
|
1,878.8
|
|
|
722.9
|
|
|
134.6
|
|
|
1.16
|
|
|
1.16
|
|
|||||
|
April 30, 2017
|
|
1,783.8
|
|
|
646.8
|
|
|
110.4
|
|
|
0.96
|
|
|
0.96
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
July 31, 2015
|
|
$
|
1,952.0
|
|
|
$
|
728.7
|
|
|
$
|
136.4
|
|
|
$
|
1.14
|
|
|
$
|
1.14
|
|
|
October 31, 2015
|
|
2,077.7
|
|
|
787.3
|
|
|
176.0
|
|
|
1.47
|
|
|
1.47
|
|
|||||
|
January 31, 2016
|
|
1,973.9
|
|
|
763.8
|
|
|
185.3
|
|
|
1.55
|
|
|
1.55
|
|
|||||
|
April 30, 2016
|
|
1,807.6
|
|
|
688.0
|
|
|
191.0
|
|
|
1.61
|
|
|
1.61
|
|
|
|
Quarter Ended
|
|
High
|
|
|
Low
|
|
Dividends
|
|
||||
|
|
|
|
|
|
|
|
||||||
2017
|
July 31, 2016
|
|
$
|
154.97
|
|
|
$
|
125.67
|
|
|
$
|
0.75
|
|
|
October 31, 2016
|
|
157.31
|
|
|
128.75
|
|
|
0.75
|
|
|||
|
January 31, 2017
|
|
136.13
|
|
|
122.05
|
|
|
0.75
|
|
|||
|
April 30, 2017
|
|
143.68
|
|
|
125.77
|
|
|
0.75
|
|
|||
|
|
|
|
|
|
|
|
||||||
2016
|
July 31, 2015
|
|
$
|
120.65
|
|
|
$
|
104.81
|
|
|
$
|
0.67
|
|
|
October 31, 2015
|
|
120.44
|
|
|
104.30
|
|
|
0.67
|
|
|||
|
January 31, 2016
|
|
128.43
|
|
|
111.01
|
|
|
0.67
|
|
|||
|
April 30, 2016
|
|
132.64
|
|
|
121.79
|
|
|
0.67
|
|
|
|
April 30,
|
||||||||||||||||||||||
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
||||||
The J. M. Smucker Company
|
$
|
100.00
|
|
|
$
|
132.90
|
|
|
$
|
127.19
|
|
|
$
|
156.23
|
|
|
$
|
175.06
|
|
|
$
|
178.42
|
|
S&P Packaged Foods & Meats
|
100.00
|
|
|
128.03
|
|
|
140.89
|
|
|
162.00
|
|
|
188.77
|
|
|
199.67
|
|
||||||
S&P 500
|
100.00
|
|
|
116.89
|
|
|
140.78
|
|
|
159.05
|
|
|
160.97
|
|
|
189.81
|
|
|
|
|
Year Ended April 30,
|
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
% Increase
(Decrease)
|
|
2016
% Increase
(Decrease)
|
|
||||||||||||
Net sales
|
$
|
7,392.3
|
|
|
|
$
|
7,811.2
|
|
|
|
$
|
5,692.7
|
|
|
|
(5
|
)%
|
37
|
%
|
|||
Gross profit
|
$
|
2,835.3
|
|
|
|
$
|
2,967.8
|
|
|
|
$
|
1,968.7
|
|
|
|
(4
|
)
|
51
|
|
|||
% of net sales
|
38.4
|
%
|
|
|
38.0
|
%
|
|
|
34.6
|
%
|
|
|
|
|
|
|
|
|||||
Operating income
|
$
|
1,031.5
|
|
|
|
$
|
1,145.3
|
|
|
|
$
|
772.0
|
|
|
|
(10
|
)
|
48
|
|
|||
% of net sales
|
14.0
|
%
|
|
|
14.7
|
%
|
|
|
13.6
|
%
|
|
|
|
|
|
|
|
|||||
Net income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
592.3
|
|
|
|
$
|
688.7
|
|
|
|
$
|
344.9
|
|
|
|
(14
|
)
|
100
|
|
|||
Net income per common share – assuming dilution
|
$
|
5.10
|
|
|
|
$
|
5.76
|
|
|
|
$
|
3.33
|
|
|
|
(11
|
)
|
73
|
|
|||
Adjusted gross profit
(A)
|
$
|
2,868.2
|
|
|
|
$
|
2,968.0
|
|
|
|
$
|
1,999.4
|
|
|
|
(3
|
)
|
48
|
|
|||
% of net sales
|
38.8
|
%
|
|
|
38.0
|
%
|
|
|
35.1
|
%
|
|
|
|
|
|
|
|
|||||
Adjusted operating income
(A)
|
$
|
1,481.8
|
|
|
|
$
|
1,489.8
|
|
|
|
$
|
970.2
|
|
|
|
(1
|
)
|
54
|
|
|||
% of net sales
|
20.0
|
%
|
|
|
19.1
|
%
|
|
|
17.0
|
%
|
|
|
|
|
|
|
|
|||||
Adjusted income:
(A)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income
|
$
|
895.9
|
|
|
|
$
|
931.3
|
|
|
|
$
|
475.6
|
|
|
|
(4
|
)
|
96
|
|
|||
Earnings per share – assuming dilution
|
$
|
7.72
|
|
|
|
$
|
7.79
|
|
|
|
$
|
4.59
|
|
|
|
(1
|
)
|
70
|
|
(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.
|
|
|
Year Ended April 30,
|
|||||||||||||
|
2017
|
|
|
2016
|
|
Increase
(Decrease)
|
|
|
%
|
|||||
Net sales
|
$
|
7,392.3
|
|
|
$
|
7,811.2
|
|
|
$
|
(418.9
|
)
|
|
(5
|
)%
|
Divestiture
|
—
|
|
|
(153.5
|
)
|
|
153.5
|
|
|
2
|
|
|||
Foreign currency exchange
|
3.8
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|||
Net sales excluding divestiture and foreign currency exchange
(A)
|
$
|
7,396.1
|
|
|
$
|
7,657.7
|
|
|
$
|
(261.6
|
)
|
|
(3
|
)%
|
(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. Net sales excluding divestiture and foreign currency exchange in the table above excludes the impact of the U.S. canned milk business, which was divested on December 31, 2015, and foreign currency exchange.
|
|
Year Ended April 30,
|
|||||||||||||
|
2016
|
|
|
2015
|
|
Increase
(Decrease)
|
|
|
%
|
|||||
Net sales
|
$
|
7,811.2
|
|
|
$
|
5,692.7
|
|
|
$
|
2,118.5
|
|
|
37
|
%
|
Acquisitions
|
(2,067.2
|
)
|
|
—
|
|
|
(2,067.2
|
)
|
|
(36
|
)
|
|||
Divestiture
|
—
|
|
|
(47.6
|
)
|
|
47.6
|
|
|
1
|
|
|||
Foreign currency exchange
|
59.8
|
|
|
—
|
|
|
59.8
|
|
|
1
|
|
|||
Net sales excluding acquisitions, divestiture, and foreign currency exchange
(A)
|
$
|
5,803.8
|
|
|
$
|
5,645.1
|
|
|
$
|
158.7
|
|
|
3
|
%
|
(A)
|
Net sales excluding acquisitions, 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.
|
|
Year Ended April 30,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Gross profit
|
38.4
|
%
|
|
38.0
|
%
|
|
34.6
|
%
|
Selling, distribution, and administrative expenses:
|
|
|
|
|
|
|||
Marketing
|
3.4
|
%
|
|
3.5
|
%
|
|
3.1
|
%
|
Advertising
|
2.3
|
|
|
2.2
|
|
|
1.9
|
|
Selling
|
3.4
|
|
|
4.0
|
|
|
3.7
|
|
Distribution
|
3.3
|
|
|
2.9
|
|
|
2.9
|
|
General and administrative
|
6.5
|
|
|
6.7
|
|
|
6.6
|
|
Total selling, distribution, and administrative expenses
|
18.8
|
%
|
|
19.3
|
%
|
|
18.1
|
%
|
Amortization
|
2.8
|
|
|
2.7
|
|
|
1.9
|
|
Impairment charges
|
1.8
|
|
|
—
|
|
|
—
|
|
Other special project costs
|
1.0
|
|
|
1.7
|
|
|
1.0
|
|
Other operating income – net
|
(0.1
|
)
|
|
(0.4
|
)
|
|
—
|
|
Operating income
|
14.0
|
%
|
|
14.7
|
%
|
|
13.6
|
%
|
|
|
|
Year Ended April 30,
|
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
% Increase
(Decrease)
|
|
|
2016
% Increase
(Decrease)
|
|
|||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Retail Coffee
|
$
|
2,108.6
|
|
|
|
$
|
2,239.2
|
|
|
|
$
|
2,076.1
|
|
|
|
(6
|
)%
|
|
8
|
%
|
||
U.S. Retail Consumer Foods
|
2,085.4
|
|
|
|
2,269.7
|
|
|
|
2,330.8
|
|
|
|
(8
|
)
|
|
(3
|
)
|
|||||
U.S. Retail Pet Foods
|
2,135.9
|
|
|
|
2,250.4
|
|
|
|
239.1
|
|
|
|
(5
|
)
|
|
n/m
|
|
|||||
International and Foodservice
|
1,062.4
|
|
|
|
1,051.9
|
|
|
|
1,046.7
|
|
|
|
1
|
|
|
—
|
|
|||||
Segment profit (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Retail Coffee
|
$
|
682.4
|
|
|
|
$
|
722.6
|
|
|
|
$
|
623.2
|
|
|
|
(6
|
)%
|
|
16
|
%
|
||
U.S. Retail Consumer Foods
|
458.2
|
|
|
|
467.5
|
|
|
|
466.0
|
|
|
|
(2
|
)
|
|
—
|
|
|||||
U.S. Retail Pet Foods
|
481.0
|
|
|
|
493.9
|
|
|
|
(6.4
|
)
|
|
|
(3
|
)
|
|
n/m
|
|
|||||
International and Foodservice
|
185.1
|
|
|
|
179.0
|
|
|
|
161.6
|
|
|
|
3
|
|
|
11
|
|
|||||
Segment profit (loss) margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Retail Coffee
|
32.4
|
%
|
|
|
32.3
|
%
|
|
|
30.0
|
%
|
|
|
|
|
|
|
|
|||||
U.S. Retail Consumer Foods
|
22.0
|
|
|
|
20.6
|
|
|
|
20.0
|
|
|
|
|
|
|
|
|
|||||
U.S. Retail Pet Foods
|
22.5
|
|
|
|
21.9
|
|
|
|
(2.7
|
)
|
|
|
|
|
|
|
|
|||||
International and Foodservice
|
17.4
|
|
|
|
17.0
|
|
|
|
15.4
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended April 30,
|
||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Net cash provided by operating activities
|
$
|
1,059.0
|
|
|
$
|
1,461.0
|
|
|
$
|
739.1
|
|
Net cash (used for) provided by investing activities
|
(189.7
|
)
|
|
21.7
|
|
|
(1,595.7
|
)
|
|||
Net cash (used for) provided by financing activities
|
(806.1
|
)
|
|
(1,498.9
|
)
|
|
857.3
|
|
|||
Net cash provided by operating activities
|
$
|
1,059.0
|
|
|
$
|
1,461.0
|
|
|
$
|
739.1
|
|
Additions to property, plant, and equipment
|
(192.4
|
)
|
|
(201.4
|
)
|
|
(247.7
|
)
|
|||
Free cash flow
(A)
|
$
|
866.6
|
|
|
$
|
1,259.6
|
|
|
$
|
491.4
|
|
(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.
|
|
April 30,
|
||||||
|
2017
|
|
|
2016
|
|
||
Current portion of long-term debt
|
$
|
499.0
|
|
|
$
|
—
|
|
Short-term borrowings
|
454.0
|
|
|
284.0
|
|
||
Long-term debt, less current portion
|
4,445.5
|
|
|
5,146.0
|
|
||
Total debt
|
$
|
5,398.5
|
|
|
$
|
5,430.0
|
|
Shareholders’ equity
|
6,850.2
|
|
|
7,008.5
|
|
||
Total capital
|
$
|
12,248.7
|
|
|
$
|
12,438.5
|
|
|
|
Projection
Year Ending
April 30, 2018
|
|
||
Debt obligation principal payment
|
|
$
|
500.0
|
|
Dividend payments – based on current rates and common shares outstanding
|
|
350.0
|
|
|
Capital expenditures
|
|
310.0
|
|
|
Interest payments
|
|
170.0
|
|
|
|
|
Year Ended April 30,
|
|
||||||||||||||||||
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|||||
Gross profit reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross profit
|
|
$
|
2,835.3
|
|
|
$
|
2,967.8
|
|
|
$
|
1,968.7
|
|
|
$
|
2,031.0
|
|
|
$
|
2,027.6
|
|
|
Unallocated derivative losses (gains)
|
|
27.2
|
|
|
(12.0
|
)
|
|
24.5
|
|
|
(5.3
|
)
|
|
(6.6
|
)
|
|
|||||
Cost of products sold – special project costs
|
|
5.7
|
|
|
12.2
|
|
|
6.2
|
|
|
9.4
|
|
|
11.5
|
|
|
|||||
Adjusted gross profit
|
|
$
|
2,868.2
|
|
|
$
|
2,968.0
|
|
|
$
|
1,999.4
|
|
|
$
|
2,035.1
|
|
|
$
|
2,032.5
|
|
|
Operating income reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income
|
|
$
|
1,031.5
|
|
|
$
|
1,145.3
|
|
|
$
|
772.0
|
|
|
$
|
919.0
|
|
|
$
|
910.4
|
|
|
Amortization
|
|
207.3
|
|
|
208.4
|
|
|
109.7
|
|
|
98.9
|
|
|
96.8
|
|
|
|||||
Impairment charges
|
|
133.2
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
|||||
Unallocated derivative losses (gains)
|
|
27.2
|
|
|
(12.0
|
)
|
|
24.5
|
|
|
(5.3
|
)
|
|
(6.6
|
)
|
|
|||||
Cost of products sold – special project costs
|
|
5.7
|
|
|
12.2
|
|
|
6.2
|
|
|
9.4
|
|
|
11.5
|
|
|
|||||
Other special project costs
|
|
76.9
|
|
|
135.9
|
|
|
56.6
|
|
|
25.6
|
|
|
49.5
|
|
|
|||||
Adjusted operating income
|
|
$
|
1,481.8
|
|
|
$
|
1,489.8
|
|
|
$
|
970.2
|
|
|
$
|
1,047.6
|
|
|
$
|
1,061.6
|
|
|
Net income reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
592.3
|
|
|
$
|
688.7
|
|
|
$
|
344.9
|
|
|
$
|
565.2
|
|
|
$
|
544.2
|
|
|
Income taxes
|
|
286.1
|
|
|
289.2
|
|
|
178.1
|
|
|
284.5
|
|
|
273.1
|
|
|
|||||
Amortization
|
|
207.3
|
|
|
208.4
|
|
|
109.7
|
|
|
98.9
|
|
|
96.8
|
|
|
|||||
Impairment charges
|
|
133.2
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
|||||
Unallocated derivative losses (gains)
|
|
27.2
|
|
|
(12.0
|
)
|
|
24.5
|
|
|
(5.3
|
)
|
|
(6.6
|
)
|
|
|||||
Cost of products sold – special project costs
|
|
5.7
|
|
|
12.2
|
|
|
6.2
|
|
|
9.4
|
|
|
11.5
|
|
|
|||||
Other special project costs
|
|
76.9
|
|
|
135.9
|
|
|
56.6
|
|
|
25.6
|
|
|
49.5
|
|
|
|||||
Adjusted income before income taxes
|
|
$
|
1,328.7
|
|
|
$
|
1,322.4
|
|
|
$
|
721.2
|
|
|
$
|
978.3
|
|
|
$
|
968.5
|
|
|
Income taxes, as adjusted
(A)
|
|
432.8
|
|
|
391.1
|
|
|
245.6
|
|
|
327.5
|
|
|
323.6
|
|
|
|||||
Adjusted income
|
|
$
|
895.9
|
|
|
$
|
931.3
|
|
|
$
|
475.6
|
|
|
$
|
650.8
|
|
|
$
|
644.9
|
|
|
Weighted-average shares – assuming dilution
|
116,120,780
|
|
119,477,312
|
|
103,697,261
|
|
104,346,587
|
|
108,851,153
|
|
|
||||||||||
Adjusted earnings per share – assuming dilution
|
|
$
|
7.72
|
|
|
$
|
7.79
|
|
|
$
|
4.59
|
|
|
$
|
6.24
|
|
|
$
|
5.92
|
|
|
EBITDA (as adjusted) reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
592.3
|
|
|
$
|
688.7
|
|
|
$
|
344.9
|
|
|
$
|
565.2
|
|
|
$
|
544.2
|
|
|
Income taxes
|
|
286.1
|
|
|
289.2
|
|
|
178.1
|
|
|
284.5
|
|
|
273.1
|
|
|
|||||
Interest expense – net
|
|
163.1
|
|
|
171.1
|
|
|
79.9
|
|
|
79.4
|
|
|
93.4
|
|
|
|||||
Depreciation
|
|
211.7
|
|
|
221.7
|
|
|
157.5
|
|
|
157.5
|
|
|
154.1
|
|
|
|||||
Amortization
|
|
207.3
|
|
|
208.4
|
|
|
109.7
|
|
|
98.9
|
|
|
96.8
|
|
|
|||||
Impairment charges
|
|
133.2
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
|||||
EBITDA (as adjusted)
|
|
$
|
1,593.7
|
|
|
$
|
1,579.1
|
|
|
$
|
871.3
|
|
|
$
|
1,185.5
|
|
|
$
|
1,161.6
|
|
|
Free cash flow reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
1,059.0
|
|
|
$
|
1,461.0
|
|
|
$
|
739.1
|
|
|
$
|
863.3
|
|
|
$
|
858.7
|
|
|
Additions to property, plant, and equipment
|
|
(192.4
|
)
|
|
(201.4
|
)
|
|
(247.7
|
)
|
|
(279.5
|
)
|
|
(206.5
|
)
|
|
|||||
Free cash flow
|
|
$
|
866.6
|
|
|
$
|
1,259.6
|
|
|
$
|
491.4
|
|
|
$
|
583.8
|
|
|
$
|
652.2
|
|
|
|
|
Total
|
|
|
2018
|
|
2019–2020
|
|
2021–2022
|
|
2023 and
beyond
|
|
||||||||
Long-term debt obligations, including current portion
(A)
|
$
|
4,950.0
|
|
|
$
|
500.0
|
|
|
$
|
1,050.0
|
|
|
$
|
1,150.0
|
|
|
$
|
2,250.0
|
|
Interest payments
(B)
|
1,784.3
|
|
|
163.1
|
|
|
312.2
|
|
|
241.1
|
|
|
1,067.9
|
|
|||||
Operating lease obligations
(C)
|
156.6
|
|
|
33.9
|
|
|
49.6
|
|
|
32.0
|
|
|
41.1
|
|
|||||
Purchase obligations
(D)
|
1,147.6
|
|
|
1,050.8
|
|
|
96.6
|
|
|
0.2
|
|
|
—
|
|
|||||
Other liabilities
(E)
|
290.0
|
|
|
16.3
|
|
|
37.1
|
|
|
15.3
|
|
|
221.3
|
|
|||||
Total
|
$
|
8,328.5
|
|
|
$
|
1,764.1
|
|
|
$
|
1,545.5
|
|
|
$
|
1,438.6
|
|
|
$
|
3,580.3
|
|
(A)
|
Excludes the impact of offering discounts, make-whole payments, and debt issuance costs.
|
(B)
|
Includes interest payments on our long-term debt, which reflects estimated payments for our variable-rate debt based on the current interest rate outlook.
|
(C)
|
Includes the minimum rental commitments under non-cancelable operating leases.
|
(D)
|
Includes agreements that are enforceable and legally bind us to purchase goods or services, including certain obligations related to normal, ongoing purchase obligations in which we have guaranteed payment to ensure availability of raw materials, packaging supplies, and co-pack arrangements. We expect to receive consideration for these purchase obligations in the form of materials and services. These purchase obligations do not represent the entire anticipated purchases in the future, but represent only those items for which we are contractually obligated.
|
(E)
|
Mainly consists of projected commitments associated with our defined benefit pension and other postretirement benefit plans. The liability for unrecognized tax benefits and tax-related net interest of $44.5 under Financial Accounting Standards Board Accounting Standards Codification 740,
Income Taxes
, is excluded, since we are unable to reasonably estimate the timing of cash settlements with the respective taxing authorities.
|
|
|
|
• our ability to achieve synergies and cost savings related to the Big Heart acquisition and other programs in the amounts and within the time frames currently anticipated and to effectively manage the related integration and restructuring costs;
|
• our ability to satisfy the closing conditions for the
Wesson
transaction, including receipt of required regulatory approvals, without unexpected delays or conditions;
|
• 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.
|
|
|
Mark T. Smucker
|
|
Mark R. Belgya
|
|
|
President and
|
|
Vice Chair and
|
|
|
Chief Executive Officer
|
|
Chief Financial Officer
|
|
|
|
|
|
Mark T. Smucker
|
|
Mark R. Belgya
|
|
|
President and
|
|
Vice Chair and
|
|
|
Chief Executive Officer
|
|
Chief Financial Officer
|
|
|
|
Year Ended April 30,
|
||||||||||
(Dollars in millions, except per share data)
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Net sales
|
$
|
7,392.3
|
|
|
$
|
7,811.2
|
|
|
$
|
5,692.7
|
|
Cost of products sold
|
4,557.0
|
|
|
4,843.4
|
|
|
3,724.0
|
|
|||
Gross Profit
|
2,835.3
|
|
|
2,967.8
|
|
|
1,968.7
|
|
|||
Selling, distribution, and administrative expenses
|
1,390.7
|
|
|
1,510.3
|
|
|
1,031.3
|
|
|||
Amortization
|
207.3
|
|
|
208.4
|
|
|
109.7
|
|
|||
Impairment charges
|
133.2
|
|
|
—
|
|
|
1.2
|
|
|||
Other special project costs
(A)
|
76.9
|
|
|
135.9
|
|
|
56.6
|
|
|||
Other operating income – net
|
(4.3
|
)
|
|
(32.1
|
)
|
|
(2.1
|
)
|
|||
Operating Income
|
1,031.5
|
|
|
1,145.3
|
|
|
772.0
|
|
|||
Interest expense – net
|
(163.1
|
)
|
|
(171.1
|
)
|
|
(79.9
|
)
|
|||
Other debt costs
|
—
|
|
|
—
|
|
|
(173.3
|
)
|
|||
Other income – net
|
10.0
|
|
|
3.7
|
|
|
4.2
|
|
|||
Income Before Income Taxes
|
878.4
|
|
|
977.9
|
|
|
523.0
|
|
|||
Income taxes
|
286.1
|
|
|
289.2
|
|
|
178.1
|
|
|||
Net Income
|
$
|
592.3
|
|
|
$
|
688.7
|
|
|
$
|
344.9
|
|
Earnings per common share:
|
|
|
|
|
|
||||||
Net Income
|
$
|
5.11
|
|
|
$
|
5.77
|
|
|
$
|
3.33
|
|
Net Income – Assuming Dilution
|
$
|
5.10
|
|
|
$
|
5.76
|
|
|
$
|
3.33
|
|
Dividends Declared per Common Share
|
$
|
3.00
|
|
|
$
|
2.68
|
|
|
$
|
2.56
|
|
(A)
|
Other special project costs includes merger and integration and restructuring costs. For more information, see Note 3: Integration and Restructuring Costs.
|
|
|
Year Ended April 30,
|
||||||||||
(Dollars in millions)
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Net income
|
$
|
592.3
|
|
|
$
|
688.7
|
|
|
$
|
344.9
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(29.9
|
)
|
|
(10.8
|
)
|
|
(34.0
|
)
|
|||
Cash flow hedging derivative activity, net of tax
|
0.4
|
|
|
0.4
|
|
|
(20.5
|
)
|
|||
Pension and other postretirement benefit plans activity, net of tax
|
34.1
|
|
|
(28.5
|
)
|
|
(3.6
|
)
|
|||
Available-for-sale securities activity, net of tax
|
0.4
|
|
|
0.3
|
|
|
(0.1
|
)
|
|||
Total Other Comprehensive Income (Loss)
|
5.0
|
|
|
(38.6
|
)
|
|
(58.2
|
)
|
|||
Comprehensive Income
|
$
|
597.3
|
|
|
$
|
650.1
|
|
|
$
|
286.7
|
|
|
|
April 30,
|
||||||
(Dollars in millions)
|
2017
|
|
|
2016
|
|
||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
166.8
|
|
|
$
|
109.8
|
|
Trade receivables, less allowance for doubtful accounts
|
438.7
|
|
|
450.1
|
|
||
Inventories:
|
|
|
|
||||
Finished products
|
562.4
|
|
|
560.0
|
|
||
Raw materials
|
343.3
|
|
|
339.4
|
|
||
Total Inventory
|
905.7
|
|
|
899.4
|
|
||
Other current assets
|
130.6
|
|
|
114.1
|
|
||
Total Current Assets
|
1,641.8
|
|
|
1,573.4
|
|
||
Property, Plant, and Equipment
|
|
|
|
||||
Land and land improvements
|
115.6
|
|
|
114.6
|
|
||
Buildings and fixtures
|
766.2
|
|
|
727.7
|
|
||
Machinery and equipment
|
1,983.0
|
|
|
1,870.7
|
|
||
Construction in progress
|
116.9
|
|
|
91.3
|
|
||
Gross Property, Plant, and Equipment
|
2,981.7
|
|
|
2,804.3
|
|
||
Accumulated depreciation
|
(1,364.2
|
)
|
|
(1,176.6
|
)
|
||
Total Property, Plant, and Equipment
|
1,617.5
|
|
|
1,627.7
|
|
||
Other Noncurrent Assets
|
|
|
|
||||
Goodwill
|
6,077.1
|
|
|
6,091.1
|
|
||
Other intangible assets – net
|
6,149.9
|
|
|
6,494.4
|
|
||
Other noncurrent assets
|
153.4
|
|
|
197.5
|
|
||
Total Other Noncurrent Assets
|
12,380.4
|
|
|
12,783.0
|
|
||
Total Assets
|
$
|
15,639.7
|
|
|
$
|
15,984.1
|
|
|
|
April 30,
|
||||||
(Dollars in millions)
|
2017
|
|
|
2016
|
|
||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
477.2
|
|
|
$
|
459.4
|
|
Accrued compensation
|
88.2
|
|
|
139.6
|
|
||
Accrued trade marketing and merchandising
|
106.0
|
|
|
112.3
|
|
||
Dividends payable
|
85.1
|
|
|
77.9
|
|
||
Current portion of long-term debt
|
499.0
|
|
|
—
|
|
||
Short-term borrowings
|
454.0
|
|
|
284.0
|
|
||
Other current liabilities
|
123.1
|
|
|
139.8
|
|
||
Total Current Liabilities
|
1,832.6
|
|
|
1,213.0
|
|
||
Noncurrent Liabilities
|
|
|
|
||||
Long-term debt, less current portion
|
4,445.5
|
|
|
5,146.0
|
|
||
Defined benefit pensions
|
189.8
|
|
|
222.3
|
|
||
Other postretirement benefits
|
66.6
|
|
|
75.9
|
|
||
Deferred income taxes
|
2,167.0
|
|
|
2,230.3
|
|
||
Other noncurrent liabilities
|
88.0
|
|
|
88.1
|
|
||
Total Noncurrent Liabilities
|
6,956.9
|
|
|
7,762.6
|
|
||
Total Liabilities
|
8,789.5
|
|
|
8,975.6
|
|
||
Shareholders’ Equity
|
|
|
|
||||
Serial preferred shares – no par value:
Authorized – 6,000,000 shares; outstanding – none
|
—
|
|
|
—
|
|
||
Common shares – no par value:
Authorized – 300,000,000 shares; outstanding – 113,439,553 at April 30, 2017, and 116,306,894 at
April 30, 2016 (net of 33,058,177 and 30,190,836 treasury shares, respectively), at stated value
|
28.4
|
|
|
29.1
|
|
||
Additional capital
|
5,724.7
|
|
|
5,860.1
|
|
||
Retained income
|
1,240.5
|
|
|
1,267.7
|
|
||
Accumulated other comprehensive loss
|
(143.4
|
)
|
|
(148.4
|
)
|
||
Total Shareholders’ Equity
|
6,850.2
|
|
|
7,008.5
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
15,639.7
|
|
|
$
|
15,984.1
|
|
|
|
Year Ended April 30,
|
|
||||||||||||||
(Dollars in millions)
|
2017
|
|
|
|
|
2016
|
|
|
|
|
2015
|
|
|
|||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
592.3
|
|
|
|
|
$
|
688.7
|
|
|
|
|
$
|
344.9
|
|
|
Adjustments to reconcile net income to net cash provided by operations:
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation
|
211.7
|
|
|
|
|
221.7
|
|
|
|
|
157.5
|
|
|
|||
Amortization
|
207.3
|
|
|
|
|
208.4
|
|
|
|
|
109.7
|
|
|
|||
Impairment charges
|
133.2
|
|
|
|
|
—
|
|
|
|
|
1.2
|
|
|
|||
Share-based compensation expense
|
22.0
|
|
|
|
|
34.6
|
|
|
|
|
23.5
|
|
|
|||
Gain on divestiture
|
—
|
|
|
|
|
(25.3
|
)
|
|
|
|
—
|
|
|
|||
Deferred income tax (benefit) expense
|
(79.4
|
)
|
|
|
|
(95.2
|
)
|
|
|
|
7.7
|
|
|
|||
Other noncash adjustments
|
4.8
|
|
|
|
|
3.4
|
|
|
|
|
(6.0
|
)
|
|
|||
Make-whole payments included in financing activities
|
—
|
|
|
|
|
—
|
|
|
|
|
163.3
|
|
|
|||
Defined benefit pension contributions
|
(28.7
|
)
|
|
|
|
(8.6
|
)
|
|
|
|
(15.7
|
)
|
|
|||
Changes in assets and liabilities, net of effect from businesses acquired:
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade receivables
|
8.9
|
|
|
|
|
(21.9
|
)
|
|
|
|
21.8
|
|
|
|||
Inventories
|
(10.4
|
)
|
|
|
|
240.1
|
|
|
|
|
25.3
|
|
|
|||
Other current assets
|
8.9
|
|
|
|
|
14.6
|
|
|
|
|
74.1
|
|
|
|||
Accounts payable
|
2.1
|
|
|
|
|
46.1
|
|
|
|
|
(25.4
|
)
|
|
|||
Accrued liabilities
|
(39.8
|
)
|
|
|
|
2.4
|
|
|
|
|
(140.3
|
)
|
|
|||
Proceeds from settlement of interest rate swaps – net
|
—
|
|
|
|
|
—
|
|
|
|
|
53.5
|
|
|
|||
Income and other taxes
|
7.9
|
|
|
|
|
146.9
|
|
|
|
|
(35.7
|
)
|
|
|||
Other – net
|
18.2
|
|
|
|
|
5.1
|
|
|
|
|
(20.3
|
)
|
|
|||
Net Cash Provided by Operating Activities
|
1,059.0
|
|
|
|
|
1,461.0
|
|
|
|
|
739.1
|
|
|
|||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||
Businesses acquired, net of cash acquired
|
—
|
|
|
|
|
7.9
|
|
|
|
(1,320.5
|
)
|
|
||||
Equity investment in affiliate
|
—
|
|
|
|
|
(16.0
|
)
|
|
|
|
—
|
|
|
|||
Additions to property, plant, and equipment
|
(192.4
|
)
|
|
|
|
(201.4
|
)
|
|
|
|
(247.7
|
)
|
|
|||
Proceeds from divestiture
|
—
|
|
|
|
|
193.7
|
|
|
|
|
—
|
|
|
|||
Proceeds from sale of investment
|
40.6
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|||
Proceeds from disposal of property, plant, and equipment
|
0.5
|
|
|
|
|
4.0
|
|
|
|
|
2.6
|
|
|
|||
Other – net
|
(38.4
|
)
|
|
|
|
33.5
|
|
|
|
|
(30.1
|
)
|
|
|||
Net Cash (Used for) Provided by Investing Activities
|
(189.7
|
)
|
|
|
|
21.7
|
|
|
|
(1,595.7
|
)
|
|
||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings (repayments) – net
|
170.0
|
|
|
|
|
58.0
|
|
|
|
|
(22.4
|
)
|
|
|||
Proceeds from long-term debt
|
—
|
|
|
|
|
—
|
|
|
|
|
5,382.5
|
|
|
|||
Repayments of long-term debt, including make-whole payments
|
(200.0
|
)
|
|
|
|
(800.0
|
)
|
|
|
(4,193.9
|
)
|
|
||||
Quarterly dividends paid
|
(339.3
|
)
|
|
|
|
(316.6
|
)
|
|
|
|
(254.0
|
)
|
|
|||
Purchase of treasury shares
|
(437.6
|
)
|
|
|
|
(441.1
|
)
|
|
|
|
(24.3
|
)
|
|
|||
Other – net
|
0.8
|
|
|
|
|
0.8
|
|
|
|
|
(30.6
|
)
|
|
|||
Net Cash (Used for) Provided by Financing Activities
|
(806.1
|
)
|
|
|
|
(1,498.9)
|
|
|
857.3
|
|
|
|||||
Effect of exchange rate changes on cash
|
(6.2
|
)
|
|
|
|
0.4
|
|
|
|
|
(28.6
|
)
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
57.0
|
|
|
|
|
(15.8
|
)
|
|
|
|
(27.9
|
)
|
|
|||
Cash and cash equivalents at beginning of year
|
109.8
|
|
|
|
|
125.6
|
|
|
|
|
153.5
|
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
166.8
|
|
|
|
|
$
|
109.8
|
|
|
|
|
$
|
125.6
|
|
|
( )
|
Denotes use of cash
|
|
(Dollars in millions)
|
Common
Shares
Outstanding
|
|
Common
Shares
|
|
Additional
Capital
|
|
|
Retained
Income
|
|
Amount
Due from
ESOP
Trust
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total Shareholders’ Equity
|
|
|||||||||||
Balance at May 1, 2014
|
101,697,400
|
|
|
$
|
25.4
|
|
|
$
|
3,965.8
|
|
|
$
|
1,091.0
|
|
|
$
|
(1.0
|
)
|
|
$
|
(51.6
|
)
|
|
$
|
5,029.6
|
|
Net income
|
|
|
|
|
|
|
344.9
|
|
|
|
|
|
|
344.9
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(58.2
|
)
|
|
(58.2
|
)
|
|||||||||||
Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
286.7
|
|
||||||||||||
Purchase of treasury shares
|
(225,262
|
)
|
|
(0.1
|
)
|
|
(19.2
|
)
|
|
(5.0
|
)
|
|
|
|
|
|
(24.3
|
)
|
||||||||
Issuance of shares for acquisition
|
17,892,565
|
|
|
4.5
|
|
|
2,031.0
|
|
|
|
|
|
|
|
|
2,035.5
|
|
|||||||||
Stock plans (includes tax
benefit of $5.9) |
212,630
|
|
|
0.1
|
|
|
30.1
|
|
|
|
|
|
|
|
|
30.2
|
|
|||||||||
Cash dividends declared
|
|
|
|
|
|
|
(271.5
|
)
|
|
|
|
|
|
(271.5
|
)
|
|||||||||||
Other
|
|
|
|
|
|
|
(0.2
|
)
|
|
0.9
|
|
|
|
|
0.7
|
|
||||||||||
Balance at April 30, 2015
|
119,577,333
|
|
|
29.9
|
|
|
6,007.7
|
|
|
1,159.2
|
|
|
(0.1
|
)
|
|
(109.8
|
)
|
|
7,086.9
|
|
||||||
Net income
|
|
|
|
|
|
|
688.7
|
|
|
|
|
|
|
688.7
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(38.6
|
)
|
|
(38.6
|
)
|
|||||||||||
Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
650.1
|
|
||||||||||||
Purchase of treasury shares
|
(3,451,591
|
)
|
|
(0.9
|
)
|
|
(177.9
|
)
|
|
(262.3
|
)
|
|
|
|
|
|
(441.1
|
)
|
||||||||
Stock plans (includes tax
benefit of $2.7) |
181,152
|
|
|
0.1
|
|
|
30.7
|
|
|
|
|
|
|
|
|
30.8
|
|
|||||||||
Cash dividends declared
|
|
|
|
|
|
|
(317.9
|
)
|
|
|
|
|
|
(317.9
|
)
|
|||||||||||
Other
|
|
|
|
|
(0.4
|
)
|
|
|
|
|
0.1
|
|
|
|
|
(0.3
|
)
|
|||||||||
Balance at April 30, 2016
|
116,306,894
|
|
|
29.1
|
|
|
5,860.1
|
|
|
1,267.7
|
|
|
—
|
|
|
(148.4
|
)
|
|
7,008.5
|
|
||||||
Net income
|
|
|
|
|
|
|
592.3
|
|
|
|
|
|
|
592.3
|
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
5.0
|
|
|
5.0
|
|
|||||||||||
Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
597.3
|
|
||||||||||||
Purchase of treasury shares
|
(3,147,659
|
)
|
|
(0.8
|
)
|
|
(163.6
|
)
|
|
(273.2
|
)
|
|
|
|
|
|
(437.6
|
)
|
||||||||
Stock plans
|
280,318
|
|
|
0.1
|
|
|
28.1
|
|
|
|
|
|
|
|
|
28.2
|
|
|||||||||
Cash dividends declared
|
|
|
|
|
|
|
(346.5
|
)
|
|
|
|
|
|
(346.5
|
)
|
|||||||||||
Other
|
|
|
|
|
0.1
|
|
|
0.2
|
|
|
|
|
|
|
|
0.3
|
|
|||||||||
Balance at April 30, 2017
|
113,439,553
|
|
|
$
|
28.4
|
|
|
$
|
5,724.7
|
|
|
$
|
1,240.5
|
|
|
$
|
—
|
|
|
$
|
(143.4
|
)
|
|
$
|
6,850.2
|
|
|
NOTE 1
|
|
ACCOUNTING POLICIES
|
|
|
Year Ended April 30,
|
||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Share-based compensation expense included in SD&A
|
$
|
22.3
|
|
|
$
|
26.3
|
|
|
$
|
22.3
|
|
Share-based compensation (benefit) expense included in other special project costs
|
(0.3
|
)
|
(A)
|
8.3
|
|
|
1.2
|
|
|||
Total share-based compensation expense
|
$
|
22.0
|
|
|
$
|
34.6
|
|
|
$
|
23.5
|
|
Related income tax benefit
|
$
|
7.2
|
|
|
$
|
10.2
|
|
|
$
|
8.0
|
|
(A)
|
During 2017, we concluded that a portion of the performance objectives were unachievable, and therefore reversed the life-to-date compensation cost recognized. For additional information, see Note 12: Share-Based Payments.
|
|
|
|
NOTE 2
|
|
ACQUISITION
|
|
NOTE 3
|
|
INTEGRATION AND RESTRUCTURING COSTS
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Total Costs
Incurred to Date at April 30, 2017 |
|
|||||
Employee-related costs
|
$
|
16.3
|
|
|
$
|
52.4
|
|
|
$
|
13.4
|
|
|
$
|
82.1
|
|
Outside service and consulting costs
|
33.9
|
|
|
56.0
|
|
|
16.1
|
|
|
106.0
|
|
||||
Other costs
|
13.9
|
|
|
36.8
|
|
|
6.5
|
|
|
57.2
|
|
||||
Total one-time costs
|
$
|
64.1
|
|
|
$
|
145.2
|
|
|
$
|
36.0
|
|
|
$
|
245.3
|
|
|
|
2017
|
|
|
2016
|
|
Total Costs
Incurred to Date
at April 30, 2017
|
|
||||
Employee-related costs
|
$
|
12.4
|
|
|
$
|
1.3
|
|
|
$
|
13.7
|
|
Outside service and consulting costs
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|||
Other costs
|
4.4
|
|
|
—
|
|
|
4.4
|
|
|||
Total one-time costs
|
$
|
18.6
|
|
|
$
|
1.3
|
|
|
$
|
19.9
|
|
NOTE 4
|
|
DIVESTITURE
|
NOTE 5
|
|
REPORTABLE SEGMENTS
|
|
|
Year Ended April 30,
|
||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Net sales:
|
|
|
|
|
|
||||||
U.S. Retail Coffee
|
$
|
2,108.6
|
|
|
$
|
2,239.2
|
|
|
$
|
2,076.1
|
|
U.S. Retail Consumer Foods
|
2,085.4
|
|
|
2,269.7
|
|
|
2,330.8
|
|
|||
U.S. Retail Pet Foods
|
2,135.9
|
|
|
2,250.4
|
|
|
239.1
|
|
|||
International and Foodservice
|
1,062.4
|
|
|
1,051.9
|
|
|
1,046.7
|
|
|||
Total net sales
|
$
|
7,392.3
|
|
|
$
|
7,811.2
|
|
|
$
|
5,692.7
|
|
Segment profit:
|
|
|
|
|
|
||||||
U.S. Retail Coffee
|
$
|
682.4
|
|
|
$
|
722.6
|
|
|
$
|
623.2
|
|
U.S. Retail Consumer Foods
|
458.2
|
|
|
467.5
|
|
|
466.0
|
|
|||
U.S. Retail Pet Foods
|
481.0
|
|
|
493.9
|
|
|
(6.4
|
)
|
|||
International and Foodservice
|
185.1
|
|
|
179.0
|
|
|
161.6
|
|
|||
Total segment profit
|
$
|
1,806.7
|
|
|
$
|
1,863.0
|
|
|
$
|
1,244.4
|
|
Amortization
|
(207.3
|
)
|
|
(208.4
|
)
|
|
(109.7
|
)
|
|||
Impairment charges
|
(133.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|||
Interest expense – net
|
(163.1
|
)
|
|
(171.1
|
)
|
|
(79.9
|
)
|
|||
Other debt costs
|
—
|
|
|
—
|
|
|
(173.3
|
)
|
|||
Unallocated derivative (losses) gains
|
(27.2
|
)
|
|
12.0
|
|
|
(24.5
|
)
|
|||
Cost of products sold – special project costs
(A)
|
(5.7
|
)
|
|
(12.2
|
)
|
|
(6.2
|
)
|
|||
Other special project costs
(A)
|
(76.9
|
)
|
|
(135.9
|
)
|
|
(56.6
|
)
|
|||
Corporate administrative expenses
|
(324.9
|
)
|
|
(373.2
|
)
|
|
(274.2
|
)
|
|||
Other income – net
|
10.0
|
|
|
3.7
|
|
|
4.2
|
|
|||
Income before income taxes
|
$
|
878.4
|
|
|
$
|
977.9
|
|
|
$
|
523.0
|
|
Assets:
|
|
|
|
|
|
||||||
U.S. Retail Coffee
|
$
|
4,909.9
|
|
|
$
|
5,002.0
|
|
|
$
|
4,852.4
|
|
U.S. Retail Consumer Foods
|
3,157.2
|
|
|
3,288.5
|
|
|
3,063.1
|
|
|||
U.S. Retail Pet Foods
|
6,232.9
|
|
|
6,321.6
|
|
|
7,556.4
|
|
|||
International and Foodservice
|
1,053.4
|
|
|
1,168.6
|
|
|
1,105.1
|
|
|||
Unallocated
(B)
|
286.3
|
|
|
203.4
|
|
|
229.3
|
|
|||
Total assets
|
$
|
15,639.7
|
|
|
$
|
15,984.1
|
|
|
$
|
16,806.3
|
|
Depreciation, amortization, and impairment charges:
|
|
|
|
|
|
||||||
U.S. Retail Coffee
|
$
|
95.7
|
|
|
$
|
104.0
|
|
|
$
|
102.7
|
|
U.S. Retail Consumer Foods
|
73.2
|
|
|
60.7
|
|
|
59.4
|
|
|||
U.S. Retail Pet Foods
|
280.8
|
|
|
164.9
|
|
|
14.3
|
|
|||
International and Foodservice
|
61.9
|
|
|
66.2
|
|
|
60.7
|
|
|||
Unallocated
(C)
|
40.6
|
|
|
34.3
|
|
|
31.3
|
|
|||
Total depreciation, amortization, and impairment charges
|
$
|
552.2
|
|
|
$
|
430.1
|
|
|
$
|
268.4
|
|
Additions to property, plant, and equipment:
|
|
|
|
|
|
||||||
U.S. Retail Coffee
|
$
|
40.9
|
|
|
$
|
51.4
|
|
|
$
|
56.7
|
|
U.S. Retail Consumer Foods
|
49.7
|
|
|
90.3
|
|
|
117.7
|
|
|||
U.S. Retail Pet Foods
|
70.5
|
|
|
11.9
|
|
|
19.4
|
|
|||
International and Foodservice
|
31.3
|
|
|
47.8
|
|
|
53.9
|
|
|||
Total additions to property, plant, and equipment
|
$
|
192.4
|
|
|
$
|
201.4
|
|
|
$
|
247.7
|
|
|
|
Year Ended April 30,
|
||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Net sales:
|
|
|
|
|
|
||||||
United States
|
$
|
6,865.1
|
|
|
$
|
7,300.8
|
|
|
$
|
5,188.5
|
|
International:
|
|
|
|
|
|
||||||
Canada
|
$
|
414.3
|
|
|
$
|
416.0
|
|
|
$
|
413.8
|
|
All other international
|
112.9
|
|
|
94.4
|
|
|
90.4
|
|
|||
Total international
|
$
|
527.2
|
|
|
$
|
510.4
|
|
|
$
|
504.2
|
|
Total net sales
|
$
|
7,392.3
|
|
|
$
|
7,811.2
|
|
|
$
|
5,692.7
|
|
Assets:
|
|
|
|
|
|
||||||
United States
|
$
|
15,214.3
|
|
|
$
|
15,501.1
|
|
|
$
|
16,332.0
|
|
International:
|
|
|
|
|
|
||||||
Canada
|
$
|
380.9
|
|
|
$
|
396.2
|
|
|
$
|
360.8
|
|
All other international
|
44.5
|
|
|
86.8
|
|
|
113.5
|
|
|||
Total international
|
$
|
425.4
|
|
|
$
|
483.0
|
|
|
$
|
474.3
|
|
Total assets
|
$
|
15,639.7
|
|
|
$
|
15,984.1
|
|
|
$
|
16,806.3
|
|
Long-lived assets (excluding goodwill and other intangible assets):
|
|
|
|
|
|
||||||
United States
|
$
|
1,757.1
|
|
|
$
|
1,773.9
|
|
|
$
|
1,805.3
|
|
International:
|
|
|
|
|
|
||||||
Canada
|
$
|
13.4
|
|
|
$
|
10.7
|
|
|
$
|
14.3
|
|
All other international
|
0.4
|
|
|
40.6
|
|
|
40.9
|
|
|||
Total international
|
$
|
13.8
|
|
|
$
|
51.3
|
|
|
$
|
55.2
|
|
Total long-lived assets (excluding goodwill and other intangible assets)
|
$
|
1,770.9
|
|
|
$
|
1,825.2
|
|
|
$
|
1,860.5
|
|
|
|
Year Ended April 30,
|
|||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Coffee
|
|
34
|
%
|
|
|
34
|
%
|
|
|
44
|
%
|
Pet food
|
|
19
|
|
|
|
19
|
|
|
|
3
|
|
Pet snacks
|
|
10
|
|
|
|
10
|
|
|
|
1
|
|
Peanut butter
|
|
10
|
|
|
|
9
|
|
|
|
13
|
|
Fruit spreads
|
|
5
|
|
|
|
4
|
|
|
|
6
|
|
Shortening and oils
|
|
4
|
|
|
|
4
|
|
|
|
6
|
|
Baking mixes and frostings
|
|
3
|
|
|
|
3
|
|
|
|
5
|
|
Frozen handheld
|
|
3
|
|
|
|
3
|
|
|
|
3
|
|
Flour and baking ingredients
|
|
2
|
|
|
|
2
|
|
|
|
4
|
|
Juices and beverages
|
|
2
|
|
|
|
2
|
|
|
|
3
|
|
Portion control
|
|
2
|
|
|
|
2
|
|
|
|
2
|
|
Canned milk
|
|
1
|
|
|
|
3
|
|
|
|
4
|
|
Other
|
|
5
|
|
|
|
5
|
|
|
|
6
|
|
Total product sales
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
NOTE 6
|
|
EARNINGS PER SHARE
|
|
|
Year Ended April 30,
|
||||||||||
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Net income
|
|
$
|
592.3
|
|
|
$
|
688.7
|
|
|
$
|
344.9
|
|
Less: Net income allocated to participating securities
|
|
2.8
|
|
|
3.0
|
|
|
2.2
|
|
|||
Net income allocated to common stockholders
|
|
$
|
589.5
|
|
|
$
|
685.7
|
|
|
$
|
342.7
|
|
Weighted-average common shares outstanding
|
115,471,395
|
|
118,918,701
|
|
103,038,271
|
|
||||||
Add: Dilutive effect of stock options
|
|
107,029
|
|
|
41,113
|
|
|
5,283
|
|
|||
Weighted-average common shares outstanding – assuming dilution
|
115,578,424
|
|
118,959,814
|
|
103,043,554
|
|
||||||
Net income per common share
|
|
$
|
5.11
|
|
|
$
|
5.77
|
|
|
$
|
3.33
|
|
Net income per common share – assuming dilution
|
|
$
|
5.10
|
|
|
$
|
5.76
|
|
|
$
|
3.33
|
|
NOTE 7
|
|
GOODWILL AND OTHER INTANGIBLE ASSETS
|
|
U.S. Retail
Coffee
|
|
U.S. Retail
Consumer
Foods
|
|
U.S. Retail
Pet Foods
|
|
International
and
Foodservice
|
|
|
Total
|
|
|||||||||
Balance at May 1, 2015
|
|
$
|
1,742.9
|
|
|
$
|
1,140.8
|
|
|
$
|
2,812.1
|
|
|
$
|
315.8
|
|
|
$
|
6,011.6
|
|
Acquisitions
(A)
|
|
348.0
|
|
|
494.7
|
|
|
(842.6
|
)
|
|
130.7
|
|
|
130.8
|
|
|||||
Divestiture
|
|
—
|
|
|
(33.6
|
)
|
|
—
|
|
|
(14.2
|
)
|
|
(47.8
|
)
|
|||||
Other
(B)
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(2.5
|
)
|
|
(3.5
|
)
|
|||||
Balance at April 30, 2016
|
|
$
|
2,090.9
|
|
|
$
|
1,600.9
|
|
|
$
|
1,969.5
|
|
|
$
|
429.8
|
|
|
$
|
6,091.1
|
|
Other
(B)
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
(12.1
|
)
|
|
(14.0
|
)
|
|||||
Balance at April 30, 2017
|
|
$
|
2,090.9
|
|
|
$
|
1,599.0
|
|
|
$
|
1,969.5
|
|
|
$
|
417.7
|
|
|
$
|
6,077.1
|
|
(A)
|
As a result of the Big Heart acquisition in 2015, we recognized a total of
$3.0
billion of goodwill, representing the value we expect to achieve through the implementation of operational synergies and growth opportunities across our segments. The purchase price allocation was finalized in 2016 and included the allocation of goodwill across all reportable segments based on the synergies anticipated to be achieved by each individual reporting unit. For further discussion on the Big Heart acquisition, see Note 2: Acquisition. Additionally, the purchase price allocation was finalized for the Sahale Snacks, Inc. acquisition in 2016, resulting in an immaterial adjustment to goodwill.
|
(B)
|
The amounts classified as other represent foreign currency exchange adjustments for the years ended
April 30, 2017
and
2016
.
|
|
|
|
April 30, 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
|
|
|
$
|
802.1
|
|
|
$
|
2,718.0
|
|
|
$
|
3,520.1
|
|
|
$
|
639.9
|
|
|
$
|
2,880.2
|
|
Patents and technology
|
|
168.5
|
|
|
101.4
|
|
|
67.1
|
|
|
168.5
|
|
|
88.4
|
|
|
80.1
|
|
||||||
Trademarks
|
|
556.4
|
|
|
112.7
|
|
|
443.7
|
|
|
525.4
|
|
|
78.7
|
|
|
446.7
|
|
||||||
Total intangible assets subject to amortization
|
|
$
|
4,245.0
|
|
|
$
|
1,016.2
|
|
|
$
|
3,228.8
|
|
|
$
|
4,214.0
|
|
|
$
|
807.0
|
|
|
$
|
3,407.0
|
|
Indefinite-lived intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
|
$
|
3,078.1
|
|
|
$
|
157.0
|
|
|
$
|
2,921.1
|
|
|
$
|
3,109.1
|
|
|
$
|
21.7
|
|
|
$
|
3,087.4
|
|
Total other intangible assets
|
|
$
|
7,323.1
|
|
|
$
|
1,173.2
|
|
|
$
|
6,149.9
|
|
|
$
|
7,323.1
|
|
|
$
|
828.7
|
|
|
$
|
6,494.4
|
|
|
NOTE 8
|
|
DEBT AND FINANCING ARRANGEMENTS
|
|
|
April 30, 2017
|
|
April 30, 2016
|
||||||||||||
|
Principal
Outstanding
|
|
Carrying
Amount
(A)
|
|
Principal
Outstanding
|
|
Carrying
Amount
(A)
|
|
||||||||
1.75% Senior Notes due March 15, 2018
|
|
$
|
500.0
|
|
|
$
|
499.0
|
|
|
$
|
500.0
|
|
|
$
|
498.0
|
|
2.50% Senior Notes due March 15, 2020
|
|
500.0
|
|
|
496.6
|
|
|
500.0
|
|
|
495.5
|
|
||||
3.50% Senior Notes due October 15, 2021
|
|
750.0
|
|
|
782.6
|
|
|
750.0
|
|
|
789.4
|
|
||||
3.00% Senior Notes due March 15, 2022
|
|
400.0
|
|
|
396.6
|
|
|
400.0
|
|
|
395.9
|
|
||||
3.50% Senior Notes due March 15, 2025
|
|
1,000.0
|
|
|
993.6
|
|
|
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
|
|
|
584.9
|
|
|
600.0
|
|
|
584.4
|
|
||||
Term Loan Credit Agreement due March 23, 2020
|
|
550.0
|
|
|
548.6
|
|
|
750.0
|
|
|
747.9
|
|
||||
Total long-term debt
|
|
$
|
4,950.0
|
|
|
$
|
4,944.5
|
|
|
$
|
5,150.0
|
|
|
$
|
5,146.0
|
|
Current portion of long-term debt
|
|
500.0
|
|
|
499.0
|
|
|
—
|
|
|
—
|
|
||||
Total long-term debt, less current portion
|
|
$
|
4,450.0
|
|
|
$
|
4,445.5
|
|
|
$
|
5,150.0
|
|
|
$
|
5,146.0
|
|
|
NOTE 9
|
|
PENSIONS AND OTHER POSTRETIREMENT BENEFITS
|
|
Defined Benefit Pension Plans
|
|
Other Postretirement Benefits
|
|||||||||||||||||||||
Year Ended April 30,
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
||||||
Service cost
|
$
|
12.7
|
|
|
$
|
17.8
|
|
|
$
|
9.0
|
|
|
$
|
2.3
|
|
|
$
|
2.3
|
|
|
$
|
2.3
|
|
|
Interest cost
|
25.3
|
|
|
27.7
|
|
|
23.2
|
|
|
2.6
|
|
|
2.8
|
|
|
2.4
|
|
|
||||||
Expected return on plan assets
|
(29.3
|
)
|
|
(32.9
|
)
|
|
(25.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Amortization of prior service cost (credit)
|
1.1
|
|
|
0.7
|
|
|
1.0
|
|
|
(1.5
|
)
|
|
(1.1
|
)
|
|
(1.1
|
)
|
|
||||||
Amortization of net actuarial loss (gain)
|
13.8
|
|
|
10.9
|
|
|
10.0
|
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
||||||
Curtailment gain
|
—
|
|
|
(6.5
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
||||||
Settlement (gain) loss
|
(0.7
|
)
|
|
—
|
|
|
3.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Net periodic benefit cost
|
$
|
22.9
|
|
|
$
|
17.7
|
|
|
$
|
21.1
|
|
|
$
|
3.2
|
|
|
$
|
3.4
|
|
|
$
|
3.5
|
|
|
Other changes in plan assets and benefit liabilities recognized in
accumulated other comprehensive loss before income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service credit (cost) arising during the year
|
$
|
2.1
|
|
|
$
|
(5.3
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Net actuarial gain (loss) arising during the year
|
1.5
|
|
|
(43.3
|
)
|
|
(23.7
|
)
|
|
2.3
|
|
|
—
|
|
|
1.6
|
|
|
||||||
Amortization of prior service cost (credit)
|
1.1
|
|
|
0.7
|
|
|
1.0
|
|
|
(1.5
|
)
|
|
(1.1
|
)
|
|
(1.1
|
)
|
|
||||||
Amortization of net actuarial loss (gain)
|
13.8
|
|
|
10.9
|
|
|
10.0
|
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
||||||
Curtailment loss (gain)
|
28.8
|
|
|
(6.5
|
)
|
|
—
|
|
|
0.1
|
|
|
(0.3
|
)
|
|
—
|
|
|
||||||
Settlement (gain) loss
|
(0.7
|
)
|
|
—
|
|
|
3.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Foreign currency translation
|
2.5
|
|
|
0.8
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Net change for year
|
$
|
49.1
|
|
|
$
|
(42.7
|
)
|
|
$
|
(6.8
|
)
|
|
$
|
3.7
|
|
|
$
|
(1.7
|
)
|
|
$
|
0.4
|
|
|
Weighted-average assumptions used in determining net periodic
benefit costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.85
|
%
|
|
4.06
|
%
|
|
4.42
|
%
|
|
3.80
|
%
|
|
4.04
|
%
|
|
4.27
|
%
|
||||||
Expected return on plan assets
|
6.27
|
|
|
6.58
|
|
|
6.72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Rate of compensation increase
|
3.96
|
|
|
4.06
|
|
|
4.13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Canadian plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.60
|
%
|
|
3.51
|
%
|
|
4.11
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
4.10
|
%
|
||||||
Expected return on plan assets
|
5.25
|
|
|
5.65
|
|
|
5.64
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Rate of compensation increase
|
3.00
|
|
|
3.00
|
|
|
3.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Defined Benefit Pension Plans
|
|
Other Postretirement Benefits
|
||||||||||||
April 30,
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
745.9
|
|
|
$
|
740.4
|
|
|
$
|
75.9
|
|
|
$
|
75.8
|
|
Service cost
|
12.7
|
|
|
17.8
|
|
|
2.3
|
|
|
2.3
|
|
||||
Interest cost
|
25.3
|
|
|
27.7
|
|
|
2.6
|
|
|
2.8
|
|
||||
Amendments
|
—
|
|
|
5.3
|
|
|
(3.0
|
)
|
|
—
|
|
||||
Actuarial loss (gain)
|
6.7
|
|
|
20.3
|
|
|
(2.3
|
)
|
|
0.3
|
|
||||
Participant contributions
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.6
|
|
||||
Benefits paid
|
(43.8
|
)
|
|
(45.7
|
)
|
|
(3.9
|
)
|
|
(5.2
|
)
|
||||
Foreign currency translation adjustments
|
(7.8
|
)
|
|
(4.1
|
)
|
|
(0.8
|
)
|
|
(0.4
|
)
|
||||
Curtailment
|
(30.9
|
)
|
|
(10.1
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
||||
Settlement
|
(30.8
|
)
|
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
||||
Acquisition
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of year
|
$
|
677.3
|
|
|
$
|
745.9
|
|
|
$
|
70.7
|
|
|
$
|
75.9
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
505.6
|
|
|
$
|
550.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
37.4
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
||||
Company contributions
|
28.7
|
|
|
8.6
|
|
|
3.9
|
|
|
4.6
|
|
||||
Participant contributions
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.6
|
|
||||
Benefits paid
|
(43.8
|
)
|
|
(45.7
|
)
|
|
(3.9
|
)
|
|
(5.2
|
)
|
||||
Settlement
|
(30.8
|
)
|
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
||||
Foreign currency translation adjustments
|
(7.9
|
)
|
|
(4.2
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
$
|
489.2
|
|
|
$
|
505.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status of the plans
|
$
|
(188.1
|
)
|
|
$
|
(240.3
|
)
|
|
$
|
(70.7
|
)
|
|
$
|
(75.9
|
)
|
Defined benefit pensions
|
$
|
(189.8
|
)
|
|
$
|
(222.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Other noncurrent assets
|
5.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Accrued compensation
|
(4.0
|
)
|
|
(18.0
|
)
|
|
(4.1
|
)
|
|
—
|
|
||||
Other postretirement benefits
|
—
|
|
|
—
|
|
|
(66.6
|
)
|
|
(75.9
|
)
|
||||
Net benefit liability
|
$
|
(188.1
|
)
|
|
$
|
(240.3
|
)
|
|
$
|
(70.7
|
)
|
|
$
|
(75.9
|
)
|
|
Defined Benefit Pension Plans
|
|
Other Postretirement Benefits
|
||||||||||||
April 30,
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
||||
Net actuarial (loss) gain
|
$
|
(166.4
|
)
|
|
$
|
(212.3
|
)
|
|
$
|
8.5
|
|
|
$
|
6.3
|
|
Prior service (cost) credit
|
(5.6
|
)
|
|
(8.8
|
)
|
|
10.7
|
|
|
9.2
|
|
||||
Total recognized in accumulated other comprehensive loss
|
$
|
(172.0
|
)
|
|
$
|
(221.1
|
)
|
|
$
|
19.2
|
|
|
$
|
15.5
|
|
|
|
Defined Benefit Pension Plans
|
|
Other Postretirement Benefits
|
|
|||||||||||
April 30,
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
||||
U.S. plans:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
3.95
|
%
|
|
3.76
|
%
|
|
3.86
|
%
|
|
3.80
|
%
|
||||
Rate of compensation increase
|
4.15
|
|
|
3.96
|
|
|
—
|
|
|
—
|
|
||||
Canadian plans:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
3.22
|
%
|
|
3.60
|
%
|
|
3.16
|
%
|
|
3.50
|
%
|
||||
Rate of compensation increase
|
3.00
|
|
|
3.00
|
|
|
—
|
|
|
—
|
|
|
One Percentage Point
|
|||||||
|
Increase
|
|
Decrease
|
|
||||
Effect on total service and interest cost components
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Effect on benefit obligation
|
|
1.4
|
|
|
1.4
|
|
|
Defined Benefit Pension Plans
|
|
Other Postretirement Benefits
|
||||||||||||
Year Ended April 30,
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
||||
Benefit obligation at end of year
|
$
|
89.8
|
|
|
$
|
97.3
|
|
|
$
|
9.4
|
|
|
$
|
10.2
|
|
Fair value of plan assets at end of year
|
94.8
|
|
|
96.0
|
|
|
—
|
|
|
—
|
|
||||
Funded status of the plans
|
$
|
5.0
|
|
|
$
|
(1.3
|
)
|
|
$
|
(9.4
|
)
|
|
$
|
(10.2
|
)
|
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
3.2
|
|
|
3.3
|
|
|
0.3
|
|
|
0.3
|
|
||||
Expected return on plan assets
|
(4.7
|
)
|
|
(5.4
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of net actuarial loss
|
1.1
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit (credit) cost
|
$
|
(0.1
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Changes in plan assets:
|
|
|
|
|
|
|
|
||||||||
Company contributions
|
$
|
3.1
|
|
|
$
|
3.3
|
|
|
$
|
0.5
|
|
|
$
|
0.6
|
|
Participant contributions
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(6.6
|
)
|
|
(6.7
|
)
|
|
(0.5
|
)
|
|
(0.6
|
)
|
||||
Actual return on plan assets
|
10.2
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
||||
Foreign currency translation
|
(7.9
|
)
|
|
(4.2
|
)
|
|
—
|
|
|
—
|
|
|
|
April 30,
|
||||||
|
2017
|
|
|
2016
|
|
||
Accumulated benefit obligation for all pension plans
|
$
|
659.6
|
|
|
$
|
697.5
|
|
Plans with an accumulated benefit obligation in excess of plan assets:
|
|
|
|
||||
Accumulated benefit obligation
|
$
|
570.6
|
|
|
$
|
697.5
|
|
Fair value of plan assets
|
394.4
|
|
|
505.6
|
|
||
Plans with a projected benefit obligation in excess of plan assets:
|
|
|
|
||||
Projected benefit obligation
|
$
|
588.2
|
|
|
$
|
745.9
|
|
Fair value of plan assets
|
394.4
|
|
|
505.6
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Plan Assets at
April 30, 2017
|
|
||||||||
Cash and cash equivalents
(A)
|
|
$
|
2.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.7
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S.
(B)
|
|
128.9
|
|
|
1.9
|
|
|
—
|
|
|
130.8
|
|
||||
International
(C)
|
|
81.4
|
|
|
10.5
|
|
|
—
|
|
|
91.9
|
|
||||
Fixed-income securities:
|
|
|
|
|
|
|
|
|
||||||||
Bonds
(D)
|
|
168.5
|
|
|
—
|
|
|
—
|
|
|
168.5
|
|
||||
Fixed income
(E)
|
|
71.9
|
|
|
—
|
|
|
—
|
|
|
71.9
|
|
||||
Other types of investments
(F)
|
|
6.7
|
|
|
4.5
|
|
|
2.4
|
|
|
13.6
|
|
||||
Total financial assets measured at fair value
|
|
$
|
460.1
|
|
|
$
|
16.9
|
|
|
$
|
2.4
|
|
|
$
|
479.4
|
|
Total financial assets measured at net asset value
(G)
|
|
|
|
|
|
|
|
|
|
|
9.8
|
|
||||
Total plan assets
|
|
|
|
|
|
|
|
|
|
|
$
|
489.2
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Plan Assets at
April 30, 2016
|
|
||||||||
Cash and cash equivalents
(A)
|
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.5
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S.
(B)
|
|
122.0
|
|
|
13.5
|
|
|
—
|
|
|
135.5
|
|
||||
International
(C)
|
|
83.7
|
|
|
11.0
|
|
|
—
|
|
|
94.7
|
|
||||
Fixed-income securities:
|
|
|
|
|
|
|
|
|
||||||||
Bonds
(D)
|
|
188.1
|
|
|
—
|
|
|
—
|
|
|
188.1
|
|
||||
Fixed income
(E)
|
|
62.4
|
|
|
—
|
|
|
—
|
|
|
62.4
|
|
||||
Other types of investments
(F)
|
|
6.2
|
|
|
—
|
|
|
3.2
|
|
|
9.4
|
|
||||
Total financial assets measured at fair value
|
|
$
|
464.9
|
|
|
$
|
24.5
|
|
|
$
|
3.2
|
|
|
$
|
492.6
|
|
Total financial assets measured at net asset value
(G)
|
|
|
|
|
|
|
|
|
|
|
13.0
|
|
||||
Total plan assets
|
|
|
|
|
|
|
|
|
|
|
$
|
505.6
|
|
|
|
2017
|
|
|
2016
|
|
||
Balance at May 1,
|
$
|
3.2
|
|
|
$
|
2.8
|
|
Actual return on plan assets still held at reporting date
|
(0.8
|
)
|
|
0.4
|
|
||
Balance at April 30,
|
$
|
2.4
|
|
|
$
|
3.2
|
|
|
NOTE 10
|
|
DERIVATIVE FINANCIAL INSTRUMENTS
|
|
|
|
April 30, 2017
|
||||||||||||||
|
Other
Current
Assets
|
|
Other
Current
Liabilities
|
|
Other
Noncurrent
Assets
|
|
Other
Noncurrent
Liabilities
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
$
|
5.2
|
|
|
$
|
21.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency exchange contracts
|
|
3.2
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
Total derivative instruments
|
|
$
|
8.4
|
|
|
$
|
21.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
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
|
|
|
Year Ended April 30,
|
||||||
|
2017
|
|
|
2016
|
|
||
Losses on commodity contracts
|
$
|
(45.2
|
)
|
|
$
|
(31.6
|
)
|
Gains on foreign currency exchange contracts
|
9.8
|
|
|
2.0
|
|
||
Total losses recognized in costs of products sold
|
$
|
(35.4
|
)
|
|
$
|
(29.6
|
)
|
|
Year Ended April 30,
|
||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Net losses on mark-to-market valuation of unallocated derivative positions
|
$
|
(35.4
|
)
|
|
$
|
(29.6
|
)
|
|
$
|
(39.7
|
)
|
Net losses on derivative positions reclassified to segment operating profit
|
8.2
|
|
|
41.6
|
|
|
15.2
|
|
|||
Unallocated derivative (losses) gains
|
$
|
(27.2
|
)
|
|
$
|
12.0
|
|
|
$
|
(24.5
|
)
|
|
|
Year Ended April 30,
|
||||||
|
2017
|
|
|
2016
|
|
||
Commodity contracts
|
$
|
704.9
|
|
|
$
|
545.7
|
|
Foreign currency exchange contracts
|
195.4
|
|
|
212.5
|
|
NOTE 11
|
|
OTHER FINANCIAL INSTRUMENTS AND FAIR VALUE
MEASUREMENTS
|
|
April 30, 2017
|
|
April 30, 2016
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
|
Carrying
Amount
|
|
Fair Value
|
|
||||||
Marketable securities and other investments
|
$
|
47.3
|
|
|
$
|
47.3
|
|
|
$
|
48.8
|
|
|
$
|
48.8
|
|
Derivative financial instruments – net
|
(12.9
|
)
|
|
(12.9
|
)
|
|
(1.8
|
)
|
|
(1.8
|
)
|
||||
Long-term debt
|
(4,944.5
|
)
|
|
(5,023.8
|
)
|
|
(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
April 30, 2017
|
|
||||||||
Marketable securities and other investments:
(A)
|
|
|
|
|
|
|
|
|
||||||||
Equity mutual funds
|
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
Municipal obligations
|
|
—
|
|
|
34.7
|
|
|
—
|
|
|
34.7
|
|
||||
Money market funds
|
|
11.5
|
|
|
—
|
|
|
—
|
|
|
11.5
|
|
||||
Derivative financial instruments:
(B)
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts – net
|
|
(15.8
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(16.0
|
)
|
||||
Foreign currency exchange contracts – net
|
|
0.3
|
|
|
2.8
|
|
|
—
|
|
|
3.1
|
|
||||
Long-term debt
(C)
|
|
(4,473.2
|
)
|
|
(550.6
|
)
|
|
—
|
|
|
(5,023.8
|
)
|
||||
Total financial instruments measured at fair value
|
|
$
|
(4,476.1
|
)
|
|
$
|
(513.3
|
)
|
|
$
|
—
|
|
|
$
|
(4,989.4
|
)
|
|
|
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
April 30, 2017
, our municipal obligations are scheduled to mature as follows:
$1.4
in
2018
,
$2.3
in
2019
,
$2.2
in
2020
,
$5.1
in
2021
, and the remaining
$23.7
in
2022
and beyond. For additional information, see Marketable Securities and Other Investments in Note 1: Accounting Policies.
|
(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.
|
NOTE 12
|
|
SHARE-BASED PAYMENTS
|
|
|
2016
|
|
|
2015
|
|
||
Expected volatility (%)
|
20.7
|
%
|
|
25.0
|
%
|
||
Dividend Yield (%)
|
2.3
|
%
|
|
2.2
|
%
|
||
Risk-free interest rate (%)
|
1.9
|
%
|
|
1.5
|
%
|
||
Expected life of stock option (years)
|
5.9
|
|
|
5.6
|
|
|
Number of
Stock Options
|
|
Weighted-Average
Exercise Price
|
|
||
Outstanding at May 1, 2016
|
1,245,000
|
|
|
$
|
113.29
|
|
Cancelled
|
330,000
|
|
|
113.90
|
|
|
Outstanding at April 30, 2017
|
915,000
|
|
|
$
|
113.07
|
|
Exercisable at April 30, 2017
|
—
|
|
|
$
|
—
|
|
|
Restricted Shares
and Deferred
Stock Units
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
|
Performance
Units
|
|
Weighted-
Average
Conversion Date
Fair Value
|
|
||||
Outstanding at May 1, 2016
|
545,742
|
|
|
$
|
99.65
|
|
|
121,936
|
|
|
$
|
132.46
|
|
Granted
|
180,997
|
|
|
133.92
|
|
|
73,701
|
|
|
126.80
|
|
||
Converted
|
121,936
|
|
|
132.46
|
|
|
(121,936
|
)
|
|
132.46
|
|
||
Vested
|
(243,561
|
)
|
|
100.81
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(31,709
|
)
|
|
118.97
|
|
|
—
|
|
|
—
|
|
||
Outstanding at April 30, 2017
|
573,405
|
|
|
$
|
115.88
|
|
|
73,701
|
|
|
$
|
126.80
|
|
|
Year Ended April 30,
|
Restricted Shares
and Deferred
Stock Units
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
|
Performance
Units
|
|
Weighted-
Average
Conversion Date
Fair Value
|
|
||||
2017
|
180,997
|
|
|
$
|
133.92
|
|
|
73,701
|
|
|
$
|
126.80
|
|
2016
|
97,922
|
|
|
113.57
|
|
|
121,936
|
|
|
132.46
|
|
||
2015
|
109,091
|
|
|
104.82
|
|
|
75,848
|
|
|
111.41
|
|
NOTE 13
|
|
INCOME TAXES
|
|
Year Ended April 30,
|
||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Domestic
|
$
|
836.8
|
|
|
$
|
959.3
|
|
|
$
|
500.7
|
|
Foreign
|
41.6
|
|
|
18.6
|
|
|
22.3
|
|
|||
Income before income taxes
|
$
|
878.4
|
|
|
$
|
977.9
|
|
|
$
|
523.0
|
|
|
Year Ended April 30,
|
||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
325.1
|
|
|
$
|
342.5
|
|
|
$
|
147.8
|
|
Foreign
|
11.0
|
|
|
4.8
|
|
|
4.7
|
|
|||
State and local
|
29.4
|
|
|
37.1
|
|
|
17.9
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(78.3
|
)
|
|
(32.1
|
)
|
|
2.3
|
|
|||
Foreign
|
1.6
|
|
|
1.3
|
|
|
0.5
|
|
|||
State and local
|
(2.7
|
)
|
|
(64.4
|
)
|
|
4.9
|
|
|||
Total income tax expense
|
$
|
286.1
|
|
|
$
|
289.2
|
|
|
$
|
178.1
|
|
|
|
Year Ended April 30,
|
|
||||||||||||
(Percent of Pre-tax Income)
|
2017
|
|
2016
|
|
2015
|
|||||||||
Statutory federal income tax rate
|
35.0
|
%
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
|||
State and local income taxes
|
2.1
|
|
|
|
2.5
|
|
|
|
2.4
|
|
|
|||
Domestic manufacturing deduction
|
(3.7
|
)
|
|
|
(3.5
|
)
|
|
|
(2.9
|
)
|
|
|||
Deferred tax benefit from integration
|
—
|
|
|
|
(5.2
|
)
|
|
|
—
|
|
|
|||
Other items – net
|
(0.8
|
)
|
|
|
0.8
|
|
|
|
(0.4
|
)
|
|
|||
Effective income tax rate
|
32.6
|
%
|
|
|
29.6
|
%
|
|
|
34.1
|
%
|
|
|||
Income taxes paid
|
$
|
367.2
|
|
|
|
$
|
290.5
|
|
|
|
$
|
199.3
|
|
|
|
April 30,
|
||||||
|
2017
|
|
|
2016
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
$
|
2,248.0
|
|
|
$
|
2,330.8
|
|
Property, plant, and equipment
|
129.8
|
|
|
140.5
|
|
||
Other
|
16.5
|
|
|
11.9
|
|
||
Total deferred tax liabilities
|
$
|
2,394.3
|
|
|
$
|
2,483.2
|
|
Deferred tax assets:
|
|
|
|
||||
Post-employment and other employee benefits
|
$
|
146.3
|
|
|
$
|
171.8
|
|
Tax credit and loss carryforwards
|
1.8
|
|
|
3.7
|
|
||
Intangible assets
|
25.4
|
|
|
23.2
|
|
||
Inventory
|
10.5
|
|
|
8.0
|
|
||
Property, plant, and equipment
|
3.1
|
|
|
5.1
|
|
||
Other
|
43.8
|
|
|
47.3
|
|
||
Total deferred tax assets
|
$
|
230.9
|
|
|
$
|
259.1
|
|
Valuation allowance
|
(3.6
|
)
|
|
(6.2
|
)
|
||
Total deferred tax assets, less allowance
|
$
|
227.3
|
|
|
$
|
252.9
|
|
Net deferred tax liability
|
$
|
2,167.0
|
|
|
$
|
2,230.3
|
|
|
|
Related Tax
Deduction
|
|
Deferred
Tax Asset
|
|
Valuation
Allowance
|
|
|
Expiration
Date
|
||||||
Tax carryforwards:
|
|
|
|
|
|
|
|
|
||||||
Federal loss carryforwards
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
0.1
|
|
|
2022
|
Foreign loss carryforwards
|
|
—
|
|
|
0.6
|
|
|
0.6
|
|
|
2019 to 2026
|
|||
State loss carryforwards
|
|
3.9
|
|
|
0.3
|
|
|
—
|
|
|
2034
|
|||
State tax credit carryforwards
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
2027
|
|||
Total tax carryforwards
|
|
$
|
3.9
|
|
|
$
|
1.8
|
|
|
$
|
0.7
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Balance at May 1,
|
$
|
46.3
|
|
|
$
|
45.0
|
|
|
$
|
29.1
|
|
Increases:
|
|
|
|
|
|
||||||
Current year tax positions
|
0.7
|
|
|
3.3
|
|
|
2.4
|
|
|||
Prior year tax positions
|
1.2
|
|
|
0.2
|
|
|
1.2
|
|
|||
Acquired businesses
|
—
|
|
|
3.3
|
|
|
13.4
|
|
|||
Decreases:
|
|
|
|
|
|
||||||
Prior year tax positions
|
0.9
|
|
|
0.9
|
|
|
0.4
|
|
|||
Settlement with tax authorities
|
1.1
|
|
|
2.5
|
|
|
—
|
|
|||
Expiration of statute of limitations periods
|
5.8
|
|
|
2.1
|
|
|
0.7
|
|
|||
Balance at April 30,
|
$
|
40.4
|
|
|
$
|
46.3
|
|
|
$
|
45.0
|
|
|
NOTE 14
|
|
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
|
Foreign
Currency
Translation
Adjustment
|
|
Unrealized
(Loss) Gain 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, 2014
|
|
$
|
31.7
|
|
|
$
|
15.3
|
|
|
$
|
(102.0
|
)
|
|
$
|
3.4
|
|
|
$
|
(51.6
|
)
|
Reclassification adjustments
|
|
—
|
|
|
(28.5
|
)
|
|
9.8
|
|
|
—
|
|
|
(18.7
|
)
|
|||||
Current period charge
|
|
(34.0
|
)
|
|
(4.0
|
)
|
|
(16.2
|
)
|
|
(0.1
|
)
|
|
(54.3
|
)
|
|||||
Income tax benefit
|
|
—
|
|
|
12.0
|
|
|
2.8
|
|
|
—
|
|
|
14.8
|
|
|||||
Balance at April 30, 2015
|
|
$
|
(2.3
|
)
|
|
$
|
(5.2
|
)
|
|
$
|
(105.6
|
)
|
|
$
|
3.3
|
|
|
$
|
(109.8
|
)
|
Reclassification adjustments
|
|
—
|
|
|
0.6
|
|
|
10.2
|
|
|
—
|
|
|
10.8
|
|
|||||
Current period (charge) credit
|
|
(10.8
|
)
|
|
—
|
|
|
(54.6
|
)
|
|
0.4
|
|
|
(65.0
|
)
|
|||||
Income tax (expense) benefit
|
|
—
|
|
|
(0.2
|
)
|
|
15.9
|
|
|
(0.1
|
)
|
|
15.6
|
|
|||||
Balance at April 30, 2016
|
|
$
|
(13.1
|
)
|
|
$
|
(4.8
|
)
|
|
$
|
(134.1
|
)
|
|
$
|
3.6
|
|
|
$
|
(148.4
|
)
|
Reclassification adjustments
|
|
—
|
|
|
0.6
|
|
|
13.2
|
|
|
—
|
|
|
13.8
|
|
|||||
Current period (charge) credit
|
|
(29.9
|
)
|
|
—
|
|
|
39.6
|
|
|
0.6
|
|
|
10.3
|
|
|||||
Income tax expense
|
|
—
|
|
|
(0.2
|
)
|
|
(18.7
|
)
|
|
(0.2
|
)
|
|
(19.1
|
)
|
|||||
Balance at April 30, 2017
|
|
$
|
(43.0
|
)
|
|
$
|
(4.4
|
)
|
|
$
|
(100.0
|
)
|
|
$
|
4.0
|
|
|
$
|
(143.4
|
)
|
(A)
|
Of the total losses reclassified from accumulated other comprehensive loss,
$0.6
was reclassified to interest expense related to the interest rate swaps during 2017, 2016, and 2015. During 2015,
$29.1
of income was reclassified to cost of products sold related to commodity derivatives. At
|
(B)
|
Amortization of net losses was reclassified from accumulated other comprehensive loss to SD&A.
|
NOTE 15
|
|
CONTINGENCIES
|
NOTE 16
|
|
GUARANTOR AND NON-GUARANTOR FINANCIAL
INFORMATION
|
|
CONDENSED CONSOLIDATING STATEMENTS OF
COMPREHENSIVE INCOME
|
|
Year Ended April 30, 2017
|
|
|
||||||||||||||||
|
The J. M. Smucker
Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|
||||||||||
Net sales
|
|
$
|
2,968.6
|
|
|
$
|
1,177.6
|
|
|
$
|
9,379.9
|
|
|
$
|
(6,133.8
|
)
|
|
$
|
7,392.3
|
|
Cost of products sold
|
|
2,393.1
|
|
|
1,070.0
|
|
|
7,223.7
|
|
|
(6,129.8
|
)
|
|
4,557.0
|
|
|||||
Gross Profit
|
|
575.5
|
|
|
107.6
|
|
|
2,156.2
|
|
|
(4.0
|
)
|
|
2,835.3
|
|
|||||
Selling, distribution, and administrative expenses and other special project costs
|
|
318.8
|
|
|
40.0
|
|
|
1,108.8
|
|
|
—
|
|
|
1,467.6
|
|
|||||
Amortization
|
|
10.5
|
|
|
—
|
|
|
196.8
|
|
|
—
|
|
|
207.3
|
|
|||||
Impairment charges
|
|
—
|
|
|
—
|
|
|
133.2
|
|
|
—
|
|
|
133.2
|
|
|||||
Other operating expense (income) – net
|
|
1.2
|
|
|
1.0
|
|
|
(6.5
|
)
|
|
—
|
|
|
(4.3
|
)
|
|||||
Operating Income
|
|
245.0
|
|
|
66.6
|
|
|
723.9
|
|
|
(4.0
|
)
|
|
1,031.5
|
|
|||||
Interest (expense) income – net
|
|
(164.1
|
)
|
|
1.2
|
|
|
(0.2
|
)
|
|
—
|
|
|
(163.1
|
)
|
|||||
Other income (expense) – net
|
|
11.6
|
|
|
2.8
|
|
|
(4.4
|
)
|
|
—
|
|
|
10.0
|
|
|||||
Equity in net earnings of subsidiaries
|
|
492.2
|
|
|
147.0
|
|
|
69.4
|
|
|
(708.6
|
)
|
|
—
|
|
|||||
Income Before Income Taxes
|
|
584.7
|
|
|
217.6
|
|
|
788.7
|
|
|
(712.6
|
)
|
|
878.4
|
|
|||||
Income taxes
|
|
(7.6
|
)
|
|
0.4
|
|
|
293.3
|
|
|
—
|
|
|
286.1
|
|
|||||
Net Income
|
|
$
|
592.3
|
|
|
$
|
217.2
|
|
|
$
|
495.4
|
|
|
$
|
(712.6
|
)
|
|
$
|
592.3
|
|
Other comprehensive income (loss), net of tax
|
5.0
|
|
|
2.1
|
|
|
(31.1
|
)
|
|
29.0
|
|
|
5.0
|
|
||||||
Comprehensive Income
|
|
$
|
597.3
|
|
|
$
|
219.3
|
|
|
$
|
464.3
|
|
|
$
|
(683.6
|
)
|
|
$
|
597.3
|
|
CONDENSED CONSOLIDATING STATEMENTS OF
COMPREHENSIVE INCOME
|
|
Year Ended April 30, 2016
|
|
|
||||||||||||||||
|
The J. M. Smucker
Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|
||||||||||
Net sales
|
|
$
|
3,155.3
|
|
|
$
|
1,184.5
|
|
|
$
|
8,724.9
|
|
|
$
|
(5,253.5
|
)
|
|
$
|
7,811.2
|
|
Cost of products sold
|
|
2,468.0
|
|
|
1,083.3
|
|
|
6,549.6
|
|
|
(5,257.5
|
)
|
|
4,843.4
|
|
|||||
Gross Profit
|
|
687.3
|
|
|
101.2
|
|
|
2,175.3
|
|
|
4.0
|
|
|
2,967.8
|
|
|||||
Selling, distribution, and administrative expenses and other special project costs
|
|
290.9
|
|
|
40.5
|
|
|
1,314.8
|
|
|
—
|
|
|
1,646.2
|
|
|||||
Amortization
|
|
4.2
|
|
|
—
|
|
|
204.2
|
|
|
—
|
|
|
208.4
|
|
|||||
Other operating (income) expense – net
|
|
(25.2
|
)
|
|
1.1
|
|
|
(8.0
|
)
|
|
—
|
|
|
(32.1
|
)
|
|||||
Operating Income
|
|
417.4
|
|
|
59.6
|
|
|
664.3
|
|
|
4.0
|
|
|
1,145.3
|
|
|||||
Interest (expense) income – net
|
|
(172.0
|
)
|
|
1.2
|
|
|
(0.3
|
)
|
|
—
|
|
|
(171.1
|
)
|
|||||
Other income (expense) – net
|
|
9.6
|
|
|
1.2
|
|
|
(70.5
|
)
|
|
63.4
|
|
|
3.7
|
|
|||||
Equity in net earnings of subsidiaries
|
|
513.1
|
|
|
138.3
|
|
|
60.8
|
|
|
(712.2
|
)
|
|
—
|
|
|||||
Income Before Income Taxes
|
|
768.1
|
|
|
200.3
|
|
|
654.3
|
|
|
(644.8
|
)
|
|
977.9
|
|
|||||
Income taxes
|
|
79.4
|
|
|
0.4
|
|
|
209.4
|
|
|
—
|
|
|
289.2
|
|
|||||
Net Income
|
|
$
|
688.7
|
|
|
$
|
199.9
|
|
|
$
|
444.9
|
|
|
$
|
(644.8
|
)
|
|
$
|
688.7
|
|
Other comprehensive loss, net of tax
|
|
(38.6
|
)
|
|
(1.7
|
)
|
|
(20.7
|
)
|
|
22.4
|
|
|
(38.6
|
)
|
|||||
Comprehensive Income
|
|
$
|
650.1
|
|
|
$
|
198.2
|
|
|
$
|
424.2
|
|
|
$
|
(622.4
|
)
|
|
$
|
650.1
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF
COMPREHENSIVE INCOME
|
|
Year Ended April 30, 2015
|
|
|
||||||||||||||||
|
The J. M. Smucker
Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|
||||||||||
Net sales
|
|
$
|
2,998.0
|
|
|
$
|
1,184.0
|
|
|
$
|
6,622.4
|
|
|
$
|
(5,111.7
|
)
|
|
$
|
5,692.7
|
|
Cost of products sold
|
|
2,457.8
|
|
|
1,080.0
|
|
|
5,301.6
|
|
|
(5,115.4
|
)
|
|
3,724.0
|
|
|||||
Gross Profit
|
|
540.2
|
|
|
104.0
|
|
|
1,320.8
|
|
|
3.7
|
|
|
1,968.7
|
|
|||||
Selling, distribution, and administrative expenses and other special project costs
|
|
234.9
|
|
|
53.8
|
|
|
799.2
|
|
|
—
|
|
|
1,087.9
|
|
|||||
Amortization
|
|
4.2
|
|
|
—
|
|
|
105.5
|
|
|
—
|
|
|
109.7
|
|
|||||
Impairment charges
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|||||
Other operating expense (income) – net
|
|
0.3
|
|
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|||||
Operating Income
|
|
300.8
|
|
|
52.6
|
|
|
414.9
|
|
|
3.7
|
|
|
772.0
|
|
|||||
Interest (expense) income – net
|
|
(80.7
|
)
|
|
1.2
|
|
|
(0.4
|
)
|
|
—
|
|
|
(79.9
|
)
|
|||||
Other debt costs
|
|
(173.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(173.3
|
)
|
|||||
Other income – net
|
|
0.6
|
|
|
0.1
|
|
|
3.5
|
|
|
—
|
|
|
4.2
|
|
|||||
Equity in net earnings of subsidiaries
|
|
312.6
|
|
|
131.4
|
|
|
52.7
|
|
|
(496.7
|
)
|
|
—
|
|
|||||
Income Before Income Taxes
|
|
360.0
|
|
|
185.3
|
|
|
470.7
|
|
|
(493.0
|
)
|
|
523.0
|
|
|||||
Income taxes
|
|
15.1
|
|
|
0.4
|
|
|
162.6
|
|
|
—
|
|
|
178.1
|
|
|||||
Net Income
|
|
$
|
344.9
|
|
|
$
|
184.9
|
|
|
$
|
308.1
|
|
|
$
|
(493.0
|
)
|
|
$
|
344.9
|
|
Other comprehensive loss, net of tax
|
|
(58.2
|
)
|
|
(18.5
|
)
|
|
(43.3
|
)
|
|
61.8
|
|
|
(58.2
|
)
|
|||||
Comprehensive Income
|
|
$
|
286.7
|
|
|
$
|
166.4
|
|
|
$
|
264.8
|
|
|
$
|
(431.2
|
)
|
|
$
|
286.7
|
|
CONDENSED CONSOLIDATING BALANCE SHEETS
|
|
April 30, 2017
|
|
|
||||||||||||||||
|
The J. M. Smucker Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
8.5
|
|
|
$
|
—
|
|
|
$
|
158.3
|
|
|
$
|
—
|
|
|
$
|
166.8
|
|
Inventories
|
|
—
|
|
|
136.6
|
|
|
773.1
|
|
|
(4.0
|
)
|
|
905.7
|
|
|||||
Other current assets
|
|
490.5
|
|
|
8.1
|
|
|
71.6
|
|
|
(0.9
|
)
|
|
569.3
|
|
|||||
Total Current Assets
|
|
499.0
|
|
|
144.7
|
|
|
1,003.0
|
|
|
(4.9
|
)
|
|
1,641.8
|
|
|||||
Property, Plant, and Equipment –
Net
|
294.1
|
|
|
574.8
|
|
|
748.6
|
|
|
—
|
|
|
1,617.5
|
|
||||||
Investments in Subsidiaries
|
|
15,573.2
|
|
|
4,464.9
|
|
|
403.1
|
|
|
(20,441.2
|
)
|
|
—
|
|
|||||
Intercompany Receivable
|
|
—
|
|
|
510.4
|
|
|
2,083.2
|
|
|
(2,593.6
|
)
|
|
—
|
|
|||||
Other Noncurrent Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
|
1,494.8
|
|
|
—
|
|
|
4,582.3
|
|
|
—
|
|
|
6,077.1
|
|
|||||
Other intangible assets – net
|
|
417.7
|
|
|
—
|
|
|
5,732.2
|
|
|
—
|
|
|
6,149.9
|
|
|||||
Other noncurrent assets
|
|
59.2
|
|
|
10.6
|
|
|
83.6
|
|
|
—
|
|
|
153.4
|
|
|||||
Total Other Noncurrent Assets
|
|
1,971.7
|
|
|
10.6
|
|
|
10,398.1
|
|
|
—
|
|
|
12,380.4
|
|
|||||
Total Assets
|
|
$
|
18,338.0
|
|
|
$
|
5,705.4
|
|
|
$
|
14,636.0
|
|
|
$
|
(23,039.7
|
)
|
|
$
|
15,639.7
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities
|
|
$
|
1,381.7
|
|
|
$
|
98.8
|
|
|
$
|
353.0
|
|
|
$
|
(0.9
|
)
|
|
$
|
1,832.6
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, less current portion
|
|
4,445.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,445.5
|
|
|||||
Deferred income taxes
|
|
44.7
|
|
|
—
|
|
|
2,122.3
|
|
|
—
|
|
|
2,167.0
|
|
|||||
Intercompany payable
|
|
5,311.9
|
|
|
—
|
|
|
—
|
|
|
(5,311.9
|
)
|
|
—
|
|
|||||
Other noncurrent liabilities
|
|
304.0
|
|
|
15.1
|
|
|
25.3
|
|
|
—
|
|
|
344.4
|
|
|||||
Total Noncurrent Liabilities
|
|
10,106.1
|
|
|
15.1
|
|
|
2,147.6
|
|
|
(5,311.9
|
)
|
|
6,956.9
|
|
|||||
Total Liabilities
|
|
11,487.8
|
|
|
113.9
|
|
|
2,500.6
|
|
|
(5,312.8
|
)
|
|
8,789.5
|
|
|||||
Total Shareholders’ Equity
|
|
6,850.2
|
|
|
5,591.5
|
|
|
12,135.4
|
|
|
(17,726.9
|
)
|
|
6,850.2
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
18,338.0
|
|
|
$
|
5,705.4
|
|
|
$
|
14,636.0
|
|
|
$
|
(23,039.7
|
)
|
|
$
|
15,639.7
|
|
|
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
|
Year Ended April 30, 2017
|
|
|
|
||||||||||||||||
|
The J. M. Smucker Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|
||||||||||
Net Cash Provided by Operating Activities
|
|
$
|
172.7
|
|
|
$
|
154.8
|
|
|
$
|
731.5
|
|
|
$
|
—
|
|
|
$
|
1,059.0
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant, and equipment
|
|
(32.1
|
)
|
|
(47.2
|
)
|
|
(113.1
|
)
|
|
—
|
|
|
(192.4
|
)
|
|||||
Proceeds from sale of investment
|
|
—
|
|
|
—
|
|
|
40.6
|
|
|
—
|
|
|
40.6
|
|
|||||
Proceeds from disposal of property, plant, and equipment
|
|
0.1
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.5
|
|
|||||
(Disbursements of) repayments from intercompany loans
|
|
—
|
|
|
(105.8
|
)
|
|
(561.3
|
)
|
|
667.1
|
|
|
—
|
|
|||||
Other – net
|
|
(0.2
|
)
|
|
(1.8
|
)
|
|
(36.4
|
)
|
|
—
|
|
|
(38.4
|
)
|
|||||
Net Cash (Used for) Provided by Investing Activities
|
|
(32.2
|
)
|
|
(154.8
|
)
|
|
(669.8
|
)
|
|
667.1
|
|
|
(189.7
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings – net
|
|
170.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
170.0
|
|
|||||
Repayments of long-term debt
|
|
(200.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200.0
|
)
|
|||||
Quarterly dividends paid
|
|
(339.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(339.3
|
)
|
|||||
Purchase of treasury shares
|
|
(437.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(437.6
|
)
|
|||||
Intercompany payable
|
|
667.1
|
|
|
—
|
|
|
—
|
|
|
(667.1
|
)
|
|
—
|
|
|||||
Other – net
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||||
Net Cash Used for Financing Activities
|
|
(139.0
|
)
|
|
—
|
|
|
—
|
|
|
(667.1
|
)
|
|
(806.1
|
)
|
|||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
—
|
|
|
(6.2
|
)
|
|
—
|
|
|
(6.2
|
)
|
|||||
Net increase in cash and cash equivalents
|
|
1.5
|
|
|
—
|
|
|
55.5
|
|
|
—
|
|
|
57.0
|
|
|||||
Cash and cash equivalents at beginning of year
|
|
7.0
|
|
|
—
|
|
|
102.8
|
|
|
—
|
|
|
109.8
|
|
|||||
Cash and Cash Equivalents at End of Year
|
|
$
|
8.5
|
|
|
$
|
—
|
|
|
$
|
158.3
|
|
|
$
|
—
|
|
|
$
|
166.8
|
|
( )
|
Denotes use of cash
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
|
Year Ended April 30, 2016
|
|
|
|
||||||||||||||||
|
The J. M. Smucker Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|
||||||||||
Net Cash (Used for) Provided by Operating Activities
|
|
$
|
(190.1
|
)
|
|
$
|
151.4
|
|
|
$
|
1,499.7
|
|
|
$
|
—
|
|
|
$
|
1,461.0
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Businesses acquired, net of cash acquired
|
|
—
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
|||||
Equity investment in affiliate
|
|
—
|
|
|
—
|
|
|
(16.0
|
)
|
|
—
|
|
|
(16.0
|
)
|
|||||
Additions to property, plant, and equipment
|
|
(71.8
|
)
|
|
(53.7
|
)
|
|
(75.9
|
)
|
|
—
|
|
|
(201.4
|
)
|
|||||
Proceeds from divestiture
|
|
193.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193.7
|
|
|||||
Proceeds from disposal of property, plant, and equipment
|
|
3.7
|
|
|
0.1
|
|
|
0.2
|
|
|
—
|
|
|
4.0
|
|
|||||
(Disbursements of) repayments from intercompany loans
|
|
—
|
|
|
(99.4
|
)
|
|
(1,465.1
|
)
|
|
1,564.5
|
|
|
—
|
|
|||||
Other – net
|
|
(1.2
|
)
|
|
1.6
|
|
|
33.1
|
|
|
—
|
|
|
33.5
|
|
|||||
Net Cash Provided by (Used for) Investing Activities
|
|
124.4
|
|
|
(151.4
|
)
|
|
(1,515.8
|
)
|
|
1,564.5
|
|
|
21.7
|
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings – net
|
|
58.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58.0
|
|
|||||
Repayments of long-term debt
|
|
(800.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(800.0
|
)
|
|||||
Quarterly dividends paid
|
|
(316.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(316.6
|
)
|
|||||
Purchase of treasury shares
|
|
(441.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(441.1
|
)
|
|||||
Intercompany payable
|
|
1,564.5
|
|
|
—
|
|
|
—
|
|
|
(1,564.5
|
)
|
|
—
|
|
|||||
Other – net
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||||
Net Cash Provided by (Used for) Financing Activities
|
|
65.6
|
|
|
—
|
|
|
—
|
|
|
(1,564.5
|
)
|
|
(1,498.9
|
)
|
|||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||
Net decrease in cash and cash equivalents
|
|
(0.1
|
)
|
|
—
|
|
|
(15.7
|
)
|
|
—
|
|
|
(15.8
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
|
7.1
|
|
|
—
|
|
|
118.5
|
|
|
—
|
|
|
125.6
|
|
|||||
Cash and Cash Equivalents at End of Year
|
|
$
|
7.0
|
|
|
$
|
—
|
|
|
$
|
102.8
|
|
|
$
|
—
|
|
|
$
|
109.8
|
|
( )
|
Denotes use of cash
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
|
Year Ended April 30, 2015
|
|
|
|
||||||||||||||||
|
The J. M. Smucker Company (Parent)
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|
||||||||||
Net Cash Provided by Operating Activities
|
|
$
|
245.1
|
|
|
$
|
87.8
|
|
|
$
|
406.2
|
|
|
$
|
—
|
|
|
$
|
739.1
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Businesses acquired, net of cash acquired
|
|
(1,240.0
|
)
|
|
—
|
|
|
(80.5
|
)
|
|
—
|
|
|
(1,320.5
|
)
|
|||||
Additions to property, plant, and equipment
|
|
(56.3
|
)
|
|
(93.3
|
)
|
|
(98.1
|
)
|
|
—
|
|
|
(247.7
|
)
|
|||||
Proceeds from disposal of property, plant, and equipment
|
|
—
|
|
|
1.1
|
|
|
1.5
|
|
|
—
|
|
|
2.6
|
|
|||||
Equity investments in subsidiaries
|
|
(2,715.3
|
)
|
|
—
|
|
|
—
|
|
|
2,715.3
|
|
|
—
|
|
|||||
Repayments from (disbursements of) intercompany loans
|
|
—
|
|
|
10.2
|
|
|
(297.5
|
)
|
|
287.3
|
|
|
—
|
|
|||||
Other – net
|
|
—
|
|
|
(5.8
|
)
|
|
(24.3
|
)
|
|
—
|
|
|
(30.1
|
)
|
|||||
Net Cash (Used for) Provided by Investing Activities
|
|
(4,011.6
|
)
|
|
(87.8
|
)
|
|
(498.9
|
)
|
|
3,002.6
|
|
|
(1,595.7
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term repayments – net
|
|
(5.3
|
)
|
|
—
|
|
|
(17.1
|
)
|
|
—
|
|
|
(22.4
|
)
|
|||||
Proceeds from long-term debt
|
5,382.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,382.5
|
|
||||||
Repayments of long-term debt, including make-whole payments
|
(1,580.8
|
)
|
|
—
|
|
|
(2,613.1
|
)
|
|
—
|
|
|
(4,193.9
|
)
|
||||||
Quarterly dividends paid
|
|
(254.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(254.0
|
)
|
|||||
Purchase of treasury shares
|
|
(24.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.3
|
)
|
|||||
Investments in subsidiaries
|
|
—
|
|
|
—
|
|
|
2,715.3
|
|
|
(2,715.3
|
)
|
|
—
|
|
|||||
Intercompany payable
|
|
287.3
|
|
|
—
|
|
|
—
|
|
|
(287.3
|
)
|
|
—
|
|
|||||
Other – net
|
|
(38.6
|
)
|
|
—
|
|
|
8.0
|
|
|
—
|
|
|
(30.6
|
)
|
|||||
Net Cash Provided by (Used for) Financing Activities
|
|
3,766.8
|
|
|
—
|
|
|
93.1
|
|
|
(3,002.6
|
)
|
|
857.3
|
|
|||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
—
|
|
|
(28.6
|
)
|
|
—
|
|
|
(28.6
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
|
0.3
|
|
|
—
|
|
|
(28.2
|
)
|
|
—
|
|
|
(27.9
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
|
6.8
|
|
|
—
|
|
|
146.7
|
|
|
—
|
|
|
153.5
|
|
|||||
Cash and Cash Equivalents at End of Year
|
|
$
|
7.1
|
|
|
$
|
—
|
|
|
$
|
118.5
|
|
|
$
|
—
|
|
|
$
|
125.6
|
|
( )
|
Denotes use of cash
|
NOTE 17
|
|
COMMON SHARES
|
|
NOTE 18
|
|
SUBSEQUENT EVENT
|
|
DIRECTORS
|
||
|
|
|
Kathryn W. Dindo
A, E
|
Elizabeth Valk Long
A, E
|
Mark T. Smucker
|
Retired Vice President and
|
Retired Executive Vice President
|
President and Chief Executive Officer
|
Chief Risk Officer
|
Time Inc.
|
The J. M. Smucker Company
|
FirstEnergy Corp.
|
New York, New York
|
|
Akron, Ohio
|
|
|
|
|
|
Paul J. Dolan
E
|
Gary A. Oatey
G
|
Richard K. Smucker
|
Chairman and Chief Executive Officer
|
Executive Chairman
|
Executive Chairman
|
Cleveland Indians
|
Oatey Co.
|
The J. M. Smucker Company
|
Cleveland, Ohio
|
Cleveland, Ohio
|
|
|
|
|
|
|
|
Jay L. Henderson
A
|
Sandra Pianalto
A
|
Timothy P. Smucker
|
Retired Vice Chairman, Client Service
|
Retired President and
|
Chairman Emeritus
|
PricewaterhouseCoopers LLP
|
Chief Executive Officer
|
The J. M. Smucker Company
|
Chicago, Illinois
|
Federal Reserve Bank of Cleveland
|
|
|
Cleveland, Ohio
|
|
|
|
|
Nancy Lopez Knight
G
|
Alex Shumate
G
|
|
Founder
|
Managing Partner, North America
|
|
Nancy Lopez Golf Company
|
Squire Patton Boggs (US) LLP
|
|
Palm City, Florida
|
Columbus, Ohio
|
|
|
|
|
|
|
|
EXECUTIVE OFFICERS
|
||
|
|
|
Richard K. Smucker
|
Barry C. Dunaway
|
Steven Oakland
|
Executive Chairman
|
President, Pet Food and Pet Snacks
|
Vice Chair and President, U.S. Food and
|
|
|
Beverage
|
|
|
|
Mark T. Smucker
|
Jeannette L. Knudsen
|
Jill R. Penrose
|
President and Chief Executive Officer
|
Senior Vice President, General Counsel
|
Senior Vice President, Human Resources
|
|
and Secretary
|
and Corporate Communications
|
|
|
|
Mark R. Belgya
|
David J. Lemmon
|
|
Vice Chair and Chief Financial Officer
|
President, Canada and International
|
|
|
Bloomsburg, Pennsylvania
|
|
Havre de Grace, Maryland
|
|
Oxnard, California
|
Buffalo, New York
|
|
Lawrence, Kansas
|
|
Ripon, Wisconsin
|
Chico, California
|
|
Lexington, Kentucky
|
|
Scottsville, Kentucky
|
Cincinnati, Ohio
|
|
Memphis, Tennessee
|
|
Seattle, Washington
|
Decatur, Alabama
|
|
New Bethlehem, Pennsylvania
|
|
Suffolk, Virginia
|
Grandview, Washington
|
|
New Orleans, Louisiana (3)
|
|
Toledo, Ohio
|
Harahan, Louisiana
|
|
Orrville, Ohio
|
|
Topeka, Kansas
|
|
•
|
Shareholder investment program (CIP
SM
)
|
–
|
Direct purchase of our common shares
|
–
|
Dividend reinvestment
|
–
|
Automatic monthly cash investments
|
•
|
Book-entry share ownership
|
•
|
Share transfer matters (including name changes, gifting, and inheritances)
|
•
|
Direct deposit of dividend payments
|
•
|
Nonreceipt of dividend checks
|
•
|
Lost share certificates
|
•
|
Changes of address
|
•
|
Online shareholder account access
|
•
|
Form 1099 income inquiries (including requests for duplicate copies)
|
Subsidiaries
|
|
State or Jurisdiction of Incorporation or Organization
|
BHPB Service, LLC
|
|
Delaware
|
BHPI Service, LLC
|
|
Delaware
|
Big Heart Distribution, LLC
|
|
Delaware
|
Big Heart Manufacturing, LLC
|
|
Delaware
|
Big Heart Pet Brands, Inc.
|
|
Delaware
|
Big Heart Pet Foods, LLC
|
|
Delaware
|
Big Heart Pet, Inc.
|
|
Delaware
|
Big Heart Retail Sales, LLC
|
|
Delaware
|
Big Heart Services, LLC
|
|
Delaware
|
Big Heart, LLC
|
|
Delaware
|
CAFÉ Holding, LLC
|
|
Ohio
|
DECS International Mexico, S. de R.L. C.V.
|
|
Mexico
|
Fantasia Confections, Inc.
|
|
California
|
Folgers Café Servicos de Pesquisas, Ltda.
|
|
Brazil
|
J.M. Smucker de Mexico, S.A. de C.V.
|
|
Mexico (domesticated in Delaware)
|
J.M. Smucker Holdings, LLC
|
|
Ohio
|
J.M. Smucker LLC
|
|
Ohio
|
JMS Foodservice, LLC
|
|
Delaware
|
Juice Creations Co.
|
|
Ohio
|
King Kelly, LLC
|
|
Ohio
|
Knudsen & Sons, Inc.
|
|
Ohio
|
Martha White Foods, Inc.
|
|
Delaware
|
Mary Ellen’s, Incorporated
|
|
Ohio
|
Meow Mix Decatur Production I LLC
|
|
Delaware
|
Milo’s Kitchen, LLC
|
|
Delaware
|
Natural Balance Organic Formulas, LLC
|
|
California
|
Natural Balance Pet Foods, Inc.
|
|
California
|
Nature’s Recipe, LLC
|
|
Delaware
|
Rowland Coffee Roasters, Inc.
|
|
Ohio
|
Sahale Snacks, Inc.
|
|
Delaware
|
Santa Cruz Natural Incorporated
|
|
California
|
Simply Smucker’s, Inc.
|
|
Ohio
|
Smucker Coffee Silo Operations, LLC
|
|
Louisiana
|
Smucker Direct, Inc.
|
|
Ohio
|
Smucker Foods Holding Company
|
|
Ohio
|
Smucker Foods of Canada Corp.
|
|
Canada
|
Smucker Foods, Inc.
|
|
Delaware
|
Smucker Foodservice, Inc.
|
|
Delaware
|
Smucker Foodservice Operations, Inc.
|
|
Delaware
|
Smucker Fruit Processing Co.
|
|
Ohio
|
Smucker Holdings, B.V.
|
|
Netherlands
|
Smucker Holdings, Inc.
|
|
Ohio
|
Smucker Hong Kong Limited
|
|
Hong Kong
|
Smucker International Holding Company
|
|
Ohio
|
Smucker International, Inc.
|
|
Ohio
|
Smucker International (Shanghai) Co., Ltd.
|
|
China
|
Smucker Manufacturing, Inc.
|
|
Ohio
|
Smucker Mexico, LLC
|
|
Ohio
|
Smucker Natural Foods, Inc.
|
|
California
|
Smucker Netherlands, C.V.
|
|
Netherlands
|
Smucker Retail Foods, Inc.
|
|
Ohio
|
Smucker Sales and Distribution Company
|
|
Ohio
|
Smucker Services Company
|
|
Ohio
|
The Dickinson Family, Inc.
|
|
Ohio
|
The Folger Coffee Company
|
|
Ohio
|
The Folgers Coffee Company
|
|
Delaware
|
truRoots, Inc.
|
|
California
|
Registration Statement
|
|
Registration Number
|
|
Description
|
Form S-8
|
|
333-98335
|
|
The J. M. Smucker Company Amended and Restated 1998 Equity and Performance Incentive Plan
|
Form S-8
|
|
333-116622
|
|
Amended and Restated 1986 Stock Option Incentive Plan of The J. M. Smucker Company
|
|
|
|
|
Amended and Restated 1989 Stock-Based Incentive Plan of The J. M. Smucker Company
|
|
|
|
|
Amended and Restated 1997 Stock-Based Incentive Plan of The J. M. Smucker Company
|
Form S-8
|
|
333-137629
|
|
The J. M. Smucker Company 2006 Equity Compensation Plan
|
Form S-8
|
|
333-139167
|
|
The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan
|
Form S-8
|
|
333-170653
|
|
The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan
|
Form S-3
|
|
333-177279
|
|
Automatic Shelf Registration Statement
|
Form S-3
|
|
333-197428
|
|
Automatic Shelf Registration Statement
|
June 19, 2017
|
|
/s/ Kathryn W. Dindo
|
Date
|
|
Director
|
June 19, 2017
|
|
/s/ Paul J. Dolan
|
Date
|
|
Director
|
June 19, 2017
|
|
/s/ Jay L. Henderson
|
Date
|
|
Director
|
June 19, 2017
|
|
/s/ Nancy Lopez Knight
|
Date
|
|
Director
|
June 19, 2017
|
|
/s/ Elizabeth Valk Long
|
Date
|
|
Director
|
June 19, 2017
|
|
/s/ Gary A. Oatey
|
Date
|
|
Director
|
June 19, 2017
|
|
/s/ Sandra Pianalto
|
Date
|
|
Director
|
June 19, 2017
|
|
/s/ Alex Shumate
|
Date
|
|
Director
|
June 19, 2017
|
|
/s/ Mark T. Smucker
|
Date
|
|
President and Chief Executive Officer and Director
|
June 19, 2017
|
|
/s/ Richard K. Smucker
|
Date
|
|
Director
|
June 19, 2017
|
|
/s/ Timothy P. Smucker
|
Date
|
|
Director
|
(1)
|
I have reviewed this annual report on Form 10-K 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 annual report on Form 10-K 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
|
|
|
|
|
/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
|
|