x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Ohio
|
|
34-0538550
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
One Strawberry Lane
|
|
|
Orrville, Ohio
|
|
44667-0280
|
(Address of principal executive offices)
|
|
(Zip code)
|
Registrant’s telephone number, including area code (330) 682-3000
|
||
Securities registered pursuant to Section 12(b) of the Act:
|
||
Title of each class
|
|
Name of each exchange on which registered
|
Common shares, no par value
|
|
New York Stock Exchange
|
Rights to purchase preferred shares
|
|
New York Stock Exchange
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
o
|
Non-accelerated filer
|
|
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
o
|
Emerging growth company
|
|
o
|
|
|
|
|
Primary Reportable Segment
|
|
Major Trademark
|
U.S. Retail Coffee
|
|
Folgers
®
,
Dunkin’ Donuts
®
,
and
Café Bustelo
®
|
U.S. Retail Consumer Foods
|
|
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 Away From Home
|
|
Folgers
and
Smucker’s
|
Our Primary Products
|
Our Primary Brands
|
Competing Brands
|
Competitors
|
U.S. Retail Coffee
|
|
|
|
Mainstream roast and ground coffee
|
Folgers
(A)
and
Café Bustelo
|
Maxwell House
,
McCafe
, and
Yuban
|
The Kraft Heinz Company
|
|
|
Private Label Brands
|
Various
|
|
|
Chock full o'Nuts
|
Massimo Zanetti Beverage Group
|
|
|
Cafe La Llave
|
F. Gaviña & Sons, Inc.
|
Single serve coffee - K-Cup
®
|
Dunkin' Donuts, Folgers, Café Bustelo
, and
1850
TM
|
Green Mountain Coffee
(A)
|
JAB Holding Company
|
|
|
Starbucks
|
Starbucks Corporation
|
|
|
Private Label Brands
|
Various
|
|
|
McCafe, Maxwell House,
and
Gevalia
|
The Kraft Heinz Company
|
Premium coffee
|
Dunkin' Donuts
,
Folgers Simply Gourme
t
TM
, and
1850
TM
|
Starbucks
(A)
and
Seattle's Best Coffee
|
Starbucks Corporation
|
|
|
Private Label Brands
|
Various
|
|
|
Peet's Coffee & Tea
|
JAB Holding Company
|
|
|
Eight O'Clock
|
Tata Global Beverages Limited
|
|
|
Gevalia
and
McCafe
|
The Kraft Heinz Company
|
U.S. Retail Consumer Foods
|
|
|
|
Peanut butter and specialty spreads
|
Jif
(A)
|
Private Label Brands
|
Various
|
|
|
Skippy
|
Hormel Foods Corporation
|
|
|
Nutella
|
Ferrero SpA
|
|
|
Peter Pan
|
Conagra Brands, Inc.
|
Fruit spreads
|
Smucker's
(A)
|
Welch's
|
Welch Foods Inc.
|
|
|
Private Label Brands
|
Various
|
Shortening and oils
|
Crisco
(B)
|
Private Label Brands
(B)
|
Various
|
|
|
Wesson
|
Conagra Brands, Inc.
|
Dessert baking mixes and frosting
|
Pillsbury
|
Betty Crocker
(A)
|
General Mills, Inc.
|
|
|
Duncan Hines
|
Pinnacle Foods Inc.
|
|
|
Private Label Brands
|
Various
|
U.S. Retail Pet Foods
|
|
|
|
Mainstream pet food
|
Meow Mix, Kibbles 'n Bits, 9Lives,
and
Nature's Recipe
|
Dog Chow
(A)
, One, Beneful, Cat Chow
(A)
, Friskies, Kit & Kaboodle,
and
Fancy Feast
|
Nestlé Purina PetCare Company
|
|
|
Pedigree, Iams,
and
Sheba
|
Mars, Incorporated
|
|
|
Rachael Ray Nutrish
|
Ainsworth Pet Nutrition, LLC
(C)
|
Pet snacks
|
Milk-Bone
(A)
and
Pup-Peroni
|
Beggin' Strips
and
Waggin' Train
|
Nestlé Purina PetCare Company
|
|
|
Dentastix
and
Greenies
|
Mars, Incorporated
|
Premium pet food
|
Natural Balance
|
Blue
(A)
|
General Mills, Inc.
|
|
|
Nutro
|
Mars, Incorporated
|
|
|
Hill's
|
Hill's Pet Nutrition, Inc.
|
|
|
Pro Plan
and
Merrick
|
Nestlé Purina PetCare Company
|
International and Away From Home
|
|
|
|
Foodservice hot beverage
|
Folgers
|
Nescafé
|
Société des Produits Nestlé S.A.
|
|
|
Maxwell House
|
The Kraft Heinz Company
|
|
|
Private Label Brands
|
Various
|
Foodservice portion control
|
Smucker's
and
Jif
|
Heinz, Welch's,
and
Private Label Brands
|
The Kraft Heinz Company
|
|
|
Private Label Brands
|
Various
|
Canada coffee
|
Folgers
|
Tim Hortons
(A)
|
Restaurant Brands International Inc.
|
|
|
Maxwell House
|
The Kraft Heinz Company
|
|
|
Private Label Brands
|
Various
|
Canada flour
|
Robin Hood
®(A)
and
Five Roses
®
|
Private Label Brands
|
Various
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
Certain of our products are produced at single manufacturing sites.
|
•
|
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.
|
•
|
Our business could be harmed by strikes or work stoppages.
|
•
|
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.
|
•
|
Our operations are subject to the general risks of the food industry.
|
•
|
Changes in our relationships with significant customers, including the loss of our largest customer, could adversely affect our results of operations.
|
•
|
We operate in the competitive food industry and continued demand for our products may be affected by changes in consumer preferences.
|
•
|
The success of our business depends substantially on consumer perceptions of our brands.
|
•
|
We could be subject to adverse publicity or claims from consumers.
|
•
|
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 Ainsworth acquisition or those benefits may take longer to realize than expected. We may also encounter significant unexpected difficulties in integrating the Ainsworth business.
|
•
|
We may not realize the benefits we expect from our cost reduction initiatives.
|
•
|
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.
|
•
|
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.
|
•
|
making it more difficult for us to satisfy our financial obligations;
|
•
|
increasing our vulnerability to adverse economic, regulatory, and industry conditions, and placing us at a disadvantage compared to our competitors that are less leveraged;
|
•
|
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;
|
•
|
limiting our ability to borrow additional funds for working capital, capital expenditures, acquisitions, and general corporate or other purposes; and
|
•
|
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.
|
•
|
A material impairment in the carrying value of acquired goodwill or other intangible assets could negatively affect our consolidated operating results and net worth.
|
•
|
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.
|
•
|
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.
|
Locations
|
|
Products Produced/Processed/Stored
|
|
Primary Reportable Segment
|
Bloomsburg, Pennsylvania
|
|
Wet dog and cat food and dry dog and cat food
|
|
U.S. Retail Pet Foods
|
Buffalo, New York
|
|
Dog snacks
|
|
U.S. Retail Pet Foods
|
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
|
Decatur, Alabama
|
|
Dry dog and cat food
|
|
U.S. Retail Pet Foods
|
Grandview, Washington
|
|
Fruit
|
|
U.S. Retail Consumer Foods
|
Havre de Grace, Maryland
|
|
Fruit and vegetable juices and beverages
|
|
U.S. Retail Consumer Foods
|
Lawrence, Kansas
|
|
Dry dog food
|
|
U.S. Retail Pet Foods
|
Lexington, Kentucky
|
|
Peanut butter
|
|
U.S. Retail Consumer Foods
|
Memphis, Tennessee
|
|
Peanut butter and fruit spreads
|
|
U.S. Retail Consumer Foods
|
New Bethlehem, Pennsylvania
|
|
Peanut butter and combination peanut butter and jelly products
|
|
U.S. Retail Consumer Foods
|
New Orleans, Louisiana (four facilities)
(C)
|
Coffee
|
|
U.S. Retail Coffee
|
|
Orrville, Ohio
|
|
Fruit spreads, toppings, and syrups
|
|
U.S. Retail Consumer Foods
|
Oxnard, California
|
|
Fruit
|
|
U.S. Retail Consumer Foods
|
Ripon, Wisconsin
|
|
Fruit spreads, toppings, syrups, and condiments
|
|
U.S. Retail Consumer Foods
|
Scottsville, Kentucky
|
|
Frozen sandwiches
|
|
U.S. Retail Consumer Foods
|
Seattle, Washington
(C)
|
|
Nut mix products
|
|
U.S. Retail Consumer Foods
|
Sherbrooke, Quebec
|
|
Canned milk
|
|
International and Away From Home
|
Suffolk, Virginia
|
|
Coffee
|
|
International and Away From Home
|
Toledo, Ohio
|
|
Baking mixes, frostings, and flour
|
|
U.S. Retail Consumer Foods
|
Topeka, Kansas
|
|
Dry dog and cat food and dog and cat snacks
|
|
U.S. Retail Pet Foods
|
(A)
|
With the completion of the Ainsworth acquisition, as described in our 2018 Annual Report to Shareholders under “Note 2: Acquisitions,” we own two additional manufacturing facilities in Meadville, Pennsylvania, and Frontenac, Kansas, which are not reflected in the table above. Several administrative and distribution facilities were also included in the transaction, virtually all of which are leased properties.
|
(B)
|
We plan to close our offices in San Francisco, Burbank, China, and Mexico during 2019, as described in our 2018 Annual Report to Shareholders under “Note 3: Integration and Restructuring Costs.”
|
(C)
|
We lease our coffee silo facility in New Orleans and our facilities in Seattle.
|
Name
|
|
Age
|
|
Years
with
Company
|
|
Position
|
|
Served as
an Officer
Since
|
Richard K. Smucker
|
|
70
|
|
45
|
|
Executive Chairman
(A)
|
|
1974
|
Mark T. Smucker
|
|
48
|
|
20
|
|
President and Chief Executive Officer
(B)
|
|
2001
|
Mark R. Belgya
|
|
57
|
|
33
|
|
Vice Chair and Chief Financial Officer
(C)
|
|
1997
|
Barry C. Dunaway
|
|
55
|
|
31
|
|
President, Pet Food and Pet Snacks
(D) (J)
|
|
2001
|
Tina R. Floyd
|
|
52
|
|
23
|
|
Senior Vice President and General Manager, Consumer Foods
(E)
|
|
2018
|
Jeannette L. Knudsen
|
|
48
|
|
15
|
|
Senior Vice President, General Counsel and Secretary
(F)
|
|
2009
|
David J. Lemmon
|
|
50
|
|
24
|
|
President, Canada, International, and U.S. Away From Home
(G) (J)
|
|
2012
|
Jill R. Penrose
|
|
45
|
|
14
|
|
Senior Vice President, Human Resources and Corporate Communications
(H)
|
|
2014
|
Joseph Stanziano
|
|
51
|
|
21
|
|
Senior Vice President and General Manager, Coffee
(I)
|
|
2018
|
(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. Floyd was elected to her present position in February 2018, having served as Vice President and General Manager, Foodservice since February 2016. Prior to that time, she served as Vice President, Marketing - Consumer Foods since April 2012.
|
(F)
|
Ms. Knudsen was elected to her present position in May 2016, having served as Vice President, General Counsel and Corporate Secretary since August 2010.
|
(G)
|
Mr. Lemmon was elected to his present position in August 2017, having served as Vice President and General Manager, International since January 2016. Prior to that time, he served as Vice President and Managing Director, Canada and International since April 2015 and Vice President and Managing Director, Canada since May 2012.
|
(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.
|
(I)
|
Mr. Stanziano was elected to his present position in February 2018, having served as Senior Vice President and General Manager, Consumer Foods since October 2017. Prior to that time, he served as Vice President and General Manager, Consumer since February 2016 and Vice President, General Manager - Peanut Butter and Snacking since April 2012.
|
(J)
|
Effective June 25, 2018, Mr. Lemmon will assume the position of President, Pet Food and Pet Snacks, and Mr. Dunaway will assume the position of Executive Advisor, Pet, until his retirement on July 31, 2018.
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
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, 2018 - February 28, 2018
|
|
10
|
|
|
$
|
118.76
|
|
|
—
|
|
|
3,586,598
|
|
March 1, 2018 - March 31, 2018
|
|
463
|
|
|
126.73
|
|
|
—
|
|
|
3,586,598
|
|
|
April 1, 2018 - April 30, 2018
|
|
438
|
|
|
120.55
|
|
|
—
|
|
|
3,586,598
|
|
|
Total
|
|
911
|
|
|
$
|
123.67
|
|
|
—
|
|
|
3,586,598
|
|
(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 24 of this Report.
|
Date: June 18, 2018
|
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 18, 2018
|
/s/ Mark R. Belgya
|
|
|
|
|
Mark R. Belgya
|
|
Vice Chair and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
June 18, 2018
|
*
|
|
|
|
|
Timothy P. Smucker
|
|
Chairman Emeritus
|
|
June 18, 2018
|
*
|
|
|
|
|
Richard K. Smucker
|
|
Executive Chairman
|
|
June 18, 2018
|
*
|
|
|
|
|
Kathryn W. Dindo
|
|
Director
|
|
June 18, 2018
|
*
|
|
|
|
|
Paul J. Dolan
|
|
Director
|
|
June 18, 2018
|
*
|
|
|
|
|
Jay L. Henderson
|
|
Director
|
|
June 18, 2018
|
*
|
|
|
|
|
Elizabeth Valk Long
|
|
Director
|
|
June 18, 2018
|
*
|
|
|
|
|
Gary A. Oatey
|
|
Director
|
|
June 18, 2018
|
*
|
|
|
|
|
Kirk L. Perry
|
|
Director
|
|
June 18, 2018
|
*
|
|
|
|
|
Sandra Pianalto
|
|
Director
|
|
June 18, 2018
|
*
|
|
|
|
|
Nancy Lopez Russell
|
|
Director
|
|
June 18, 2018
|
*
|
|
|
|
|
Alex Shumate
|
|
Director
|
|
June 18, 2018
|
*
|
|
|
|
|
Dawn C. Willoughby
|
|
Director
|
|
June 18, 2018
|
*
|
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 18, 2018
|
|
|
|
/s/ Jeannette L. Knudsen
|
|
|
By:
|
|
Jeannette L. Knudsen Attorney-in-Fact
|
Exhibit Number
|
Exhibit Description
|
|
|
|
|
Exhibit Number
|
Exhibit Description
|
|
|
|
Exhibit Number
|
Exhibit Description
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Annual
Report to
Shareholders
|
Data incorporated by reference to the 2018 Annual Report to Shareholders of The J. M. Smucker Company:
|
|
|
|
Report of Management on Internal Control Over Financial Reporting
|
45
|
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
|
46
|
Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements
|
47
|
Report of Management on Responsibility for Financial Reporting
|
48
|
Consolidated Balance Sheets at April 30, 2018 and 2017
|
50-51
|
For the years ended April 30, 2018, 2017, and 2016:
|
|
Statements of Consolidated Income
|
49
|
Statements of Consolidated Comprehensive Income
|
49
|
Statements of Consolidated Cash Flows
|
52
|
Statements of Consolidated Shareholders’ Equity
|
53
|
Notes to Consolidated Financial Statements
|
54-85
|
Date: __________________________
|
________________________________________
|
|
April 30, 2018
Year Ended
|
||
Earnings before fixed charges:
|
|
||
Income before income taxes
|
$
|
861.0
|
|
Total fixed charges
|
210.8
|
|
|
Less: capitalized interest
|
(2.2
|
)
|
|
Earnings available for fixed charges
|
$
|
1,069.6
|
|
Fixed charges:
|
|
||
Interest and other debt expense, net of capitalized interest
|
$
|
176.9
|
|
Capitalized interest
|
2.2
|
|
|
Estimated interest portion of rent expense
(A)
|
31.7
|
|
|
Total fixed charges
|
$
|
210.8
|
|
Ratio of earnings to fixed charges
|
5.1
|
|
(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)
|
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||||||||||||
Statements of Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
7,357.1
|
|
|
|
$
|
7,392.3
|
|
|
|
$
|
7,811.2
|
|
|
|
$
|
5,692.7
|
|
|
|
$
|
5,610.6
|
|
|
|
Gross profit
|
|
$
|
2,836.1
|
|
|
|
$
|
2,835.3
|
|
|
|
$
|
2,967.8
|
|
|
|
$
|
1,968.7
|
|
|
|
$
|
2,031.0
|
|
|
|
% of net sales
|
|
38.5
|
%
|
|
|
38.4
|
%
|
|
|
38.0
|
%
|
|
|
34.6
|
%
|
|
|
36.2
|
%
|
|
|
|||||
Operating income
|
|
$
|
1,036.1
|
|
|
|
$
|
1,031.5
|
|
|
|
$
|
1,145.3
|
|
|
|
$
|
772.0
|
|
|
|
$
|
919.0
|
|
|
|
% of net sales
|
|
14.1
|
%
|
|
|
14.0
|
%
|
|
|
14.7
|
%
|
|
|
13.6
|
%
|
|
|
16.4
|
%
|
|
|
|||||
Net income
|
|
$
|
1,338.6
|
|
|
|
$
|
592.3
|
|
|
|
$
|
688.7
|
|
|
|
$
|
344.9
|
|
|
|
$
|
565.2
|
|
|
|
Financial Position:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
192.6
|
|
|
|
$
|
166.8
|
|
|
|
$
|
109.8
|
|
|
|
$
|
125.6
|
|
|
|
$
|
153.5
|
|
|
|
Total assets
|
|
15,301.2
|
|
|
|
15,639.7
|
|
|
|
15,984.1
|
|
|
|
16,806.3
|
|
|
|
9,041.4
|
|
|
|
|||||
Total debt
|
|
4,832.0
|
|
|
|
5,398.5
|
|
|
|
5,430.0
|
|
|
|
6,170.9
|
|
|
|
2,216.3
|
|
|
|
|||||
Total shareholders’ equity
|
|
7,891.1
|
|
|
|
6,850.2
|
|
|
|
7,008.5
|
|
|
|
7,086.9
|
|
|
|
5,029.6
|
|
|
|
|||||
Liquidity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
1,218.0
|
|
|
|
$
|
1,059.0
|
|
|
|
$
|
1,461.0
|
|
|
|
$
|
739.1
|
|
|
|
$
|
863.3
|
|
|
|
Additions to property, plant, and equipment
|
|
321.9
|
|
|
|
192.4
|
|
|
|
201.4
|
|
|
|
247.7
|
|
|
|
279.5
|
|
|
|
|||||
Free cash flow
(A)
|
|
896.1
|
|
|
|
866.6
|
|
|
|
1,259.6
|
|
|
|
491.4
|
|
|
|
583.8
|
|
|
|
|||||
Quarterly dividends paid
|
|
350.3
|
|
|
|
339.3
|
|
|
|
316.6
|
|
|
|
254.0
|
|
|
|
238.0
|
|
|
|
|||||
Purchase of treasury shares
|
|
7.0
|
|
|
|
437.6
|
|
|
|
441.1
|
|
|
|
24.3
|
|
|
|
508.5
|
|
|
|
|||||
EBITDA (as adjusted)
(A)
|
1,625.1
|
|
|
|
1,593.7
|
|
|
|
1,579.1
|
|
|
|
871.3
|
|
|
|
1,185.5
|
|
|
|
||||||
Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted-average shares outstanding
|
113.6
|
|
116.0
|
|
119.4
|
|
103.7
|
|
104.3
|
|
|
|
||||||||||||||
Weighted-average shares outstanding – assuming dilution
|
113.6
|
|
116.1
|
|
119.5
|
|
103.7
|
|
104.3
|
|
|
|
||||||||||||||
Dividends declared per common share
|
|
$
|
3.12
|
|
|
|
$
|
3.00
|
|
|
|
$
|
2.68
|
|
|
|
$
|
2.56
|
|
|
|
$
|
2.32
|
|
|
|
Earnings per Common Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
11.79
|
|
|
|
$
|
5.11
|
|
|
|
$
|
5.77
|
|
|
|
$
|
3.33
|
|
|
|
$
|
5.42
|
|
|
|
Net income – assuming dilution
|
|
11.78
|
|
|
|
5.10
|
|
|
|
5.76
|
|
|
|
3.33
|
|
|
|
5.42
|
|
|
|
|||||
Other Non-GAAP Measures:
(A)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted gross profit
|
|
$
|
2,802.7
|
|
|
|
$
|
2,868.2
|
|
|
|
$
|
2,968.0
|
|
|
|
$
|
1,999.4
|
|
|
|
$
|
2,035.1
|
|
|
|
% of net sales
|
|
38.1
|
%
|
|
|
38.8
|
%
|
|
|
38.0
|
%
|
|
|
35.1
|
%
|
|
|
36.3
|
%
|
|
|
|||||
Adjusted operating income
|
|
$
|
1,431.8
|
|
|
|
$
|
1,481.8
|
|
|
|
$
|
1,489.8
|
|
|
|
$
|
970.2
|
|
|
|
$
|
1,047.6
|
|
|
|
% of net sales
|
|
19.5
|
%
|
|
|
20.0
|
%
|
|
|
19.1
|
%
|
|
|
17.0
|
%
|
|
|
18.7
|
%
|
|
|
|||||
Adjusted income and earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted income
|
|
$
|
904.6
|
|
|
|
$
|
895.9
|
|
|
|
$
|
931.3
|
|
|
|
$
|
475.6
|
|
|
|
$
|
650.8
|
|
|
|
Adjusted earnings per share – assuming dilution
|
|
$
|
7.96
|
|
|
|
$
|
7.72
|
|
|
|
$
|
7.79
|
|
|
|
$
|
4.59
|
|
|
|
$
|
6.24
|
|
|
|
(A)
|
We use non-GAAP financial measures to evaluate our performance. Refer to “Non-GAAP Financial 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
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
July 31, 2017
|
|
$
|
1,748.9
|
|
|
$
|
662.1
|
|
|
$
|
126.8
|
|
|
$
|
1.12
|
|
|
$
|
1.12
|
|
|
October 31, 2017
|
|
1,923.6
|
|
|
755.0
|
|
|
194.6
|
|
|
1.71
|
|
|
1.71
|
|
|||||
|
January 31, 2018
|
|
1,903.3
|
|
|
728.5
|
|
|
831.3
|
|
|
7.32
|
|
|
7.32
|
|
|||||
|
April 30, 2018
|
|
1,781.3
|
|
|
690.5
|
|
|
185.9
|
|
|
1.64
|
|
|
1.64
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
|
|
Quarter Ended
|
|
High
|
|
|
Low
|
|
Dividends
|
|
||||
|
|
|
|
|
|
|
|
||||||
2018
|
July 31, 2017
|
|
$
|
134.12
|
|
|
$
|
114.31
|
|
|
$
|
0.78
|
|
|
October 31, 2017
|
|
123.83
|
|
|
101.82
|
|
|
0.78
|
|
|||
|
January 31, 2018
|
|
132.76
|
|
|
99.57
|
|
|
0.78
|
|
|||
|
April 30, 2018
|
|
133.38
|
|
|
113.16
|
|
|
0.78
|
|
|||
|
|
|
|
|
|
|
|
||||||
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
|
|
|
|
April 30,
|
||||||||||||||||||||||
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
||||||
The J. M. Smucker Company
|
$
|
100.00
|
|
|
$
|
95.71
|
|
|
$
|
117.56
|
|
|
$
|
131.72
|
|
|
$
|
134.25
|
|
|
$
|
124.10
|
|
S&P Packaged Foods & Meats
|
100.00
|
|
|
110.04
|
|
|
126.53
|
|
|
147.44
|
|
|
155.95
|
|
|
133.61
|
|
||||||
S&P 500
|
100.00
|
|
|
120.44
|
|
|
136.07
|
|
|
137.71
|
|
|
162.39
|
|
|
183.93
|
|
|
|
|
Year Ended April 30,
|
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
% Increase
(Decrease)
|
|
2017
% Increase
(Decrease)
|
|
||||||||||||
Net sales
|
$
|
7,357.1
|
|
|
|
$
|
7,392.3
|
|
|
|
$
|
7,811.2
|
|
|
|
—
|
%
|
(5
|
)%
|
|||
Gross profit
|
$
|
2,836.1
|
|
|
|
$
|
2,835.3
|
|
|
|
$
|
2,967.8
|
|
|
|
—
|
|
(4
|
)
|
|||
% of net sales
|
38.5
|
%
|
|
|
38.4
|
%
|
|
|
38.0
|
%
|
|
|
|
|
|
|
|
|||||
Operating income
|
$
|
1,036.1
|
|
|
|
$
|
1,031.5
|
|
|
|
$
|
1,145.3
|
|
|
|
—
|
|
(10
|
)
|
|||
% of net sales
|
14.1
|
%
|
|
|
14.0
|
%
|
|
|
14.7
|
%
|
|
|
|
|
|
|
|
|||||
Net income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
1,338.6
|
|
|
|
$
|
592.3
|
|
|
|
$
|
688.7
|
|
|
|
126
|
|
(14
|
)
|
|||
Net income per common share – assuming dilution
|
$
|
11.78
|
|
|
|
$
|
5.10
|
|
|
|
$
|
5.76
|
|
|
|
131
|
|
(11
|
)
|
|||
Adjusted gross profit
(A)
|
$
|
2,802.7
|
|
|
|
$
|
2,868.2
|
|
|
|
$
|
2,968.0
|
|
|
|
(2
|
)
|
(3
|
)
|
|||
% of net sales
|
38.1
|
%
|
|
|
38.8
|
%
|
|
|
38.0
|
%
|
|
|
|
|
|
|
|
|||||
Adjusted operating income
(A)
|
$
|
1,431.8
|
|
|
|
$
|
1,481.8
|
|
|
|
$
|
1,489.8
|
|
|
|
(3
|
)
|
(1
|
)
|
|||
% of net sales
|
19.5
|
%
|
|
|
20.0
|
%
|
|
|
19.1
|
%
|
|
|
|
|
|
|
|
|||||
Adjusted income:
(A)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income
|
$
|
904.6
|
|
|
|
$
|
895.9
|
|
|
|
$
|
931.3
|
|
|
|
1
|
|
(4
|
)
|
|||
Earnings per share – assuming dilution
|
$
|
7.96
|
|
|
|
$
|
7.72
|
|
|
|
$
|
7.79
|
|
|
|
3
|
|
(1
|
)
|
(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,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Gross profit
|
38.5
|
%
|
|
38.4
|
%
|
|
38.0
|
%
|
Selling, distribution, and administrative expenses:
|
|
|
|
|
|
|||
Marketing
|
3.2
|
%
|
|
3.4
|
%
|
|
3.5
|
%
|
Advertising
|
2.6
|
|
|
2.3
|
|
|
2.2
|
|
Selling
|
3.3
|
|
|
3.4
|
|
|
4.0
|
|
Distribution
|
3.2
|
|
|
3.3
|
|
|
2.9
|
|
General and administrative
|
6.3
|
|
|
6.5
|
|
|
6.7
|
|
Total selling, distribution, and administrative expenses
|
18.6
|
%
|
|
18.8
|
%
|
|
19.3
|
%
|
Amortization
|
2.8
|
|
|
2.8
|
|
|
2.7
|
|
Goodwill impairment charge
|
2.0
|
|
|
—
|
|
|
—
|
|
Other intangible assets impairment charges
|
0.4
|
|
|
1.8
|
|
|
—
|
|
Other special project costs
|
0.6
|
|
|
1.0
|
|
|
1.7
|
|
Other operating expense
(income) – net
|
—
|
|
|
(0.1
|
)
|
|
(0.4
|
)
|
Operating income
|
14.1
|
%
|
|
14.0
|
%
|
|
14.7
|
%
|
|
|
|
Year Ended April 30,
|
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
% Increase
(Decrease)
|
|
|
2017
% Increase
(Decrease)
|
|
|||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Retail Coffee
|
$
|
2,092.2
|
|
|
|
$
|
2,108.6
|
|
|
|
$
|
2,239.2
|
|
|
|
(1
|
)%
|
|
(6
|
)%
|
||
U.S. Retail Consumer Foods
|
2,000.8
|
|
|
|
2,085.4
|
|
|
|
2,269.7
|
|
|
|
(4
|
)
|
|
(8
|
)
|
|||||
U.S. Retail Pet Foods
|
2,169.3
|
|
|
|
2,135.9
|
|
|
|
2,250.4
|
|
|
|
2
|
|
|
(5
|
)
|
|||||
International and Away From Home
|
1,094.8
|
|
|
|
1,062.4
|
|
|
|
1,051.9
|
|
|
|
3
|
|
|
1
|
|
|||||
Segment profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Retail Coffee
|
$
|
614.5
|
|
|
|
$
|
682.4
|
|
|
|
$
|
722.6
|
|
|
|
(10
|
)%
|
|
(6
|
)%
|
||
U.S. Retail Consumer Foods
|
477.2
|
|
|
|
458.2
|
|
|
|
467.5
|
|
|
|
4
|
|
|
(2
|
)
|
|||||
U.S. Retail Pet Foods
|
441.3
|
|
|
|
481.0
|
|
|
|
493.9
|
|
|
|
(8
|
)
|
|
(3
|
)
|
|||||
International and Away From Home
|
194.2
|
|
|
|
185.1
|
|
|
|
179.0
|
|
|
|
5
|
|
|
3
|
|
|||||
Segment profit margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Retail Coffee
|
29.4
|
%
|
|
|
32.4
|
%
|
|
|
32.3
|
%
|
|
|
|
|
|
|
|
|||||
U.S. Retail Consumer Foods
|
23.9
|
|
|
|
22.0
|
|
|
|
20.6
|
|
|
|
|
|
|
|
|
|||||
U.S. Retail Pet Foods
|
20.3
|
|
|
|
22.5
|
|
|
|
21.9
|
|
|
|
|
|
|
|
|
|||||
International and Away From Home
|
17.7
|
|
|
|
17.4
|
|
|
|
17.0
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended April 30,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Net cash provided by (used for) operating activities
|
$
|
1,218.0
|
|
|
$
|
1,059.0
|
|
|
$
|
1,461.0
|
|
Net cash provided by (used for) investing activities
|
(277.6
|
)
|
|
(189.7
|
)
|
|
21.7
|
|
|||
Net cash provided by (used for) financing activities
|
(922.0
|
)
|
|
(806.1
|
)
|
|
(1,498.9
|
)
|
|||
Net cash provided by (used for) operating activities
|
$
|
1,218.0
|
|
|
$
|
1,059.0
|
|
|
$
|
1,461.0
|
|
Additions to property, plant, and equipment
|
(321.9
|
)
|
|
(192.4
|
)
|
|
(201.4
|
)
|
|||
Free cash flow
(A)
|
$
|
896.1
|
|
|
$
|
866.6
|
|
|
$
|
1,259.6
|
|
(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,
|
||||||
|
2018
|
|
|
2017
|
|
||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
499.0
|
|
Short-term borrowings
|
144.0
|
|
|
454.0
|
|
||
Long-term debt, less current portion
|
4,688.0
|
|
|
4,445.5
|
|
||
Total debt
|
$
|
4,832.0
|
|
|
$
|
5,398.5
|
|
Shareholders’ equity
|
7,891.1
|
|
|
6,850.2
|
|
||
Total capital
|
$
|
12,723.1
|
|
|
$
|
12,248.7
|
|
|
Projection
Year Ending
April 30, 2019
|
|
||
Capital expenditures
|
|
$
|
360.0
|
|
Dividend payments – based on current rates and common shares outstanding
|
|
350.0
|
|
|
Interest payments – includes indebtedness related to Ainsworth
|
|
220.0
|
|
|
|
|
|
Year Ended April 30,
|
|
||||||||||||||||||
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|||||
Gross profit reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross profit
|
|
$
|
2,836.1
|
|
|
$
|
2,835.3
|
|
|
$
|
2,967.8
|
|
|
$
|
1,968.7
|
|
|
$
|
2,031.0
|
|
|
Unallocated derivative losses (gains)
|
|
(37.3
|
)
|
|
27.2
|
|
|
(12.0
|
)
|
|
24.5
|
|
|
(5.3
|
)
|
|
|||||
Cost of products sold – special project costs
|
|
3.9
|
|
|
5.7
|
|
|
12.2
|
|
|
6.2
|
|
|
9.4
|
|
|
|||||
Adjusted gross profit
|
|
$
|
2,802.7
|
|
|
$
|
2,868.2
|
|
|
$
|
2,968.0
|
|
|
$
|
1,999.4
|
|
|
$
|
2,035.1
|
|
|
Operating income reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income
|
|
$
|
1,036.1
|
|
|
$
|
1,031.5
|
|
|
$
|
1,145.3
|
|
|
$
|
772.0
|
|
|
$
|
919.0
|
|
|
Amortization
|
|
206.8
|
|
|
207.3
|
|
|
208.4
|
|
|
109.7
|
|
|
98.9
|
|
|
|||||
Goodwill impairment charge
|
|
145.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Other intangible assets impairment charges
|
|
31.9
|
|
|
133.2
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
|||||
Unallocated derivative losses (gains)
|
|
(37.3
|
)
|
|
27.2
|
|
|
(12.0
|
)
|
|
24.5
|
|
|
(5.3
|
)
|
|
|||||
Cost of products sold – special project costs
|
|
3.9
|
|
|
5.7
|
|
|
12.2
|
|
|
6.2
|
|
|
9.4
|
|
|
|||||
Other special project costs
|
|
45.4
|
|
|
76.9
|
|
|
135.9
|
|
|
56.6
|
|
|
25.6
|
|
|
|||||
Adjusted operating income
|
|
$
|
1,431.8
|
|
|
$
|
1,481.8
|
|
|
$
|
1,489.8
|
|
|
$
|
970.2
|
|
|
$
|
1,047.6
|
|
|
Net income reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
1,338.6
|
|
|
$
|
592.3
|
|
|
$
|
688.7
|
|
|
$
|
344.9
|
|
|
$
|
565.2
|
|
|
Income tax expense (benefit)
|
|
(477.6
|
)
|
|
286.1
|
|
|
289.2
|
|
|
178.1
|
|
|
284.5
|
|
|
|||||
Amortization
|
|
206.8
|
|
|
207.3
|
|
|
208.4
|
|
|
109.7
|
|
|
98.9
|
|
|
|||||
Goodwill impairment charge
|
|
145.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Other intangible assets impairment charges
|
|
31.9
|
|
|
133.2
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
|||||
Unallocated derivative losses (gains)
|
|
(37.3
|
)
|
|
27.2
|
|
|
(12.0
|
)
|
|
24.5
|
|
|
(5.3
|
)
|
|
|||||
Cost of products sold – special project costs
|
|
3.9
|
|
|
5.7
|
|
|
12.2
|
|
|
6.2
|
|
|
9.4
|
|
|
|||||
Other special project costs
|
|
45.4
|
|
|
76.9
|
|
|
135.9
|
|
|
56.6
|
|
|
25.6
|
|
|
|||||
Adjusted income before income taxes
|
|
$
|
1,256.7
|
|
|
$
|
1,328.7
|
|
|
$
|
1,322.4
|
|
|
$
|
721.2
|
|
|
$
|
978.3
|
|
|
Income taxes, as adjusted
(A)
|
|
352.1
|
|
|
432.8
|
|
|
391.1
|
|
|
245.6
|
|
|
327.5
|
|
|
|||||
Adjusted income
|
|
$
|
904.6
|
|
|
$
|
895.9
|
|
|
$
|
931.3
|
|
|
$
|
475.6
|
|
|
$
|
650.8
|
|
|
Weighted-average shares – assuming dilution
|
113.6
|
|
116.1
|
|
119.5
|
|
103.7
|
|
104.3
|
|
|
||||||||||
Adjusted earnings per share – assuming dilution
|
|
$
|
7.96
|
|
|
$
|
7.72
|
|
|
$
|
7.79
|
|
|
$
|
4.59
|
|
|
$
|
6.24
|
|
|
EBITDA (as adjusted) reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
1,338.6
|
|
|
$
|
592.3
|
|
|
$
|
688.7
|
|
|
$
|
344.9
|
|
|
$
|
565.2
|
|
|
Income tax expense (benefit)
|
|
(477.6
|
)
|
|
286.1
|
|
|
289.2
|
|
|
178.1
|
|
|
284.5
|
|
|
|||||
Interest expense – net
|
|
174.1
|
|
|
163.1
|
|
|
171.1
|
|
|
79.9
|
|
|
79.4
|
|
|
|||||
Depreciation
|
|
206.3
|
|
|
211.7
|
|
|
221.7
|
|
|
157.5
|
|
|
157.5
|
|
|
|||||
Amortization
|
|
206.8
|
|
|
207.3
|
|
|
208.4
|
|
|
109.7
|
|
|
98.9
|
|
|
|||||
Goodwill impairment charge
|
|
145.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Other intangible assets impairment charges
|
|
31.9
|
|
|
133.2
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
|||||
EBITDA (as adjusted)
|
|
$
|
1,625.1
|
|
|
$
|
1,593.7
|
|
|
$
|
1,579.1
|
|
|
$
|
871.3
|
|
|
$
|
1,185.5
|
|
|
Free cash flow reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used for) operating activities
|
|
$
|
1,218.0
|
|
|
$
|
1,059.0
|
|
|
$
|
1,461.0
|
|
|
$
|
739.1
|
|
|
$
|
863.3
|
|
|
Additions to property, plant, and equipment
|
|
(321.9
|
)
|
|
(192.4
|
)
|
|
(201.4
|
)
|
|
(247.7
|
)
|
|
(279.5
|
)
|
|
|||||
Free cash flow
|
|
$
|
896.1
|
|
|
$
|
866.6
|
|
|
$
|
1,259.6
|
|
|
$
|
491.4
|
|
|
$
|
583.8
|
|
|
|
|
Total
|
|
|
2019
|
|
2020–2021
|
|
2022–2023
|
|
2024 and
beyond
|
|
||||||||
Long-term debt obligations, including current portion
(A)
|
$
|
4,700.0
|
|
|
$
|
—
|
|
|
$
|
800.0
|
|
|
$
|
1,150.0
|
|
|
$
|
2,750.0
|
|
Interest payments
(B)
|
1,770.6
|
|
|
163.5
|
|
|
307.1
|
|
|
236.6
|
|
|
1,063.4
|
|
|||||
Operating lease obligations
(C)
|
208.1
|
|
|
42.8
|
|
|
70.8
|
|
|
59.0
|
|
|
35.5
|
|
|||||
Purchase obligations
(D)
|
1,376.0
|
|
|
1,163.8
|
|
|
181.4
|
|
|
21.5
|
|
|
9.3
|
|
|||||
Other liabilities
(E)
|
288.3
|
|
|
22.1
|
|
|
38.3
|
|
|
24.9
|
|
|
203.0
|
|
|||||
Total
|
$
|
8,343.0
|
|
|
$
|
1,392.2
|
|
|
$
|
1,397.6
|
|
|
$
|
1,492.0
|
|
|
$
|
4,061.2
|
|
(A)
|
Excludes the impact of offering discounts, make-whole payments, and debt issuance costs.
|
(B)
|
Includes interest payments on our long-term debt.
|
(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 $36.4 under FASB 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 successfully integrate the acquired Ainsworth business in a timely and cost-effective manner and retain key suppliers, customers, and employees;
|
• our ability to achieve synergies and cost savings related to the Ainsworth acquisition in the amounts and within the time frames currently anticipated;
|
• our ability to achieve cost savings related to our organization optimization and cost management programs in the amounts and within the time frames currently anticipated;
|
• our ability to generate sufficient cash flow to meet our cash 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 product innovation;
|
• 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 SEC.
|
|
|
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)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Net sales
|
$
|
7,357.1
|
|
|
$
|
7,392.3
|
|
|
$
|
7,811.2
|
|
Cost of products sold
|
4,521.0
|
|
|
4,557.0
|
|
|
4,843.4
|
|
|||
Gross Profit
|
2,836.1
|
|
|
2,835.3
|
|
|
2,967.8
|
|
|||
Selling, distribution, and administrative expenses
|
1,370.8
|
|
|
1,390.7
|
|
|
1,510.3
|
|
|||
Amortization
|
206.8
|
|
|
207.3
|
|
|
208.4
|
|
|||
Goodwill impairment charge
|
145.0
|
|
|
—
|
|
|
—
|
|
|||
Other intangible assets impairment charges
|
31.9
|
|
|
133.2
|
|
|
—
|
|
|||
Other special project costs
(A)
|
45.4
|
|
|
76.9
|
|
|
135.9
|
|
|||
Other operating expense (income) – net
|
0.1
|
|
|
(4.3
|
)
|
|
(32.1
|
)
|
|||
Operating Income
|
1,036.1
|
|
|
1,031.5
|
|
|
1,145.3
|
|
|||
Interest expense – net
|
(174.1
|
)
|
|
(163.1
|
)
|
|
(171.1
|
)
|
|||
Other income (expense) – net
|
(1.0
|
)
|
|
10.0
|
|
|
3.7
|
|
|||
Income Before Income Taxes
|
861.0
|
|
|
878.4
|
|
|
977.9
|
|
|||
Income tax expense (benefit)
|
(477.6
|
)
|
|
286.1
|
|
|
289.2
|
|
|||
Net Income
|
$
|
1,338.6
|
|
|
$
|
592.3
|
|
|
$
|
688.7
|
|
Earnings per common share:
|
|
|
|
|
|
||||||
Net Income
|
$
|
11.79
|
|
|
$
|
5.11
|
|
|
$
|
5.77
|
|
Net Income – Assuming Dilution
|
$
|
11.78
|
|
|
$
|
5.10
|
|
|
$
|
5.76
|
|
Dividends Declared per Common Share
|
$
|
3.12
|
|
|
$
|
3.00
|
|
|
$
|
2.68
|
|
(A)
|
Other special project costs includes integration and restructuring costs. For more information, see Note 3: Integration and Restructuring Costs.
|
|
|
Year Ended April 30,
|
||||||||||
(Dollars in millions)
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Net income
|
$
|
1,338.6
|
|
|
$
|
592.3
|
|
|
$
|
688.7
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
26.6
|
|
|
(29.9
|
)
|
|
(10.8
|
)
|
|||
Cash flow hedging derivative activity, net of tax
|
2.0
|
|
|
0.4
|
|
|
0.4
|
|
|||
Pension and other postretirement benefit plans activity, net of tax
|
14.3
|
|
|
34.1
|
|
|
(28.5
|
)
|
|||
Available-for-sale securities activity, net of tax
|
(1.2
|
)
|
|
0.4
|
|
|
0.3
|
|
|||
Total Other Comprehensive Income (Loss)
|
41.7
|
|
|
5.0
|
|
|
(38.6
|
)
|
|||
Comprehensive Income
|
$
|
1,380.3
|
|
|
$
|
597.3
|
|
|
$
|
650.1
|
|
|
|
April 30,
|
||||||
(Dollars in millions)
|
2018
|
|
|
2017
|
|
||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
192.6
|
|
|
$
|
166.8
|
|
Trade receivables, less allowance for doubtful accounts
|
385.6
|
|
|
438.7
|
|
||
Inventories:
|
|
|
|
||||
Finished products
|
542.1
|
|
|
562.4
|
|
||
Raw materials
|
312.3
|
|
|
343.3
|
|
||
Total Inventory
|
854.4
|
|
|
905.7
|
|
||
Other current assets
|
122.4
|
|
|
130.6
|
|
||
Total Current Assets
|
1,555.0
|
|
|
1,641.8
|
|
||
Property, Plant, and Equipment
|
|
|
|
||||
Land and land improvements
|
120.1
|
|
|
115.6
|
|
||
Buildings and fixtures
|
812.6
|
|
|
766.2
|
|
||
Machinery and equipment
|
2,111.5
|
|
|
1,983.0
|
|
||
Construction in progress
|
212.1
|
|
|
116.9
|
|
||
Gross Property, Plant, and Equipment
|
3,256.3
|
|
|
2,981.7
|
|
||
Accumulated depreciation
|
(1,527.2
|
)
|
|
(1,364.2
|
)
|
||
Total Property, Plant, and Equipment
|
1,729.1
|
|
|
1,617.5
|
|
||
Other Noncurrent Assets
|
|
|
|
||||
Goodwill
|
5,942.2
|
|
|
6,077.1
|
|
||
Other intangible assets – net
|
5,916.5
|
|
|
6,149.9
|
|
||
Other noncurrent assets
|
158.4
|
|
|
153.4
|
|
||
Total Other Noncurrent Assets
|
12,017.1
|
|
|
12,380.4
|
|
||
Total Assets
|
$
|
15,301.2
|
|
|
$
|
15,639.7
|
|
|
|
April 30,
|
||||||
(Dollars in millions)
|
2018
|
|
|
2017
|
|
||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
512.1
|
|
|
$
|
477.2
|
|
Accrued compensation
|
79.8
|
|
|
88.2
|
|
||
Accrued trade marketing and merchandising
|
101.6
|
|
|
106.0
|
|
||
Dividends payable
|
88.6
|
|
|
85.1
|
|
||
Current portion of long-term debt
|
—
|
|
|
499.0
|
|
||
Short-term borrowings
|
144.0
|
|
|
454.0
|
|
||
Other current liabilities
|
107.7
|
|
|
123.1
|
|
||
Total Current Liabilities
|
1,033.8
|
|
|
1,832.6
|
|
||
Noncurrent Liabilities
|
|
|
|
||||
Long-term debt, less current portion
|
4,688.0
|
|
|
4,445.5
|
|
||
Defined benefit pensions
|
144.1
|
|
|
189.8
|
|
||
Other postretirement benefits
|
61.9
|
|
|
66.6
|
|
||
Deferred income taxes
|
1,377.2
|
|
|
2,167.0
|
|
||
Other noncurrent liabilities
|
105.1
|
|
|
88.0
|
|
||
Total Noncurrent Liabilities
|
6,376.3
|
|
|
6,956.9
|
|
||
Total Liabilities
|
7,410.1
|
|
|
8,789.5
|
|
||
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 – 113,572,840 at April 30, 2018, and 113,439,553 at
April 30, 2017 (net of 32,924,890 and 33,058,177 treasury shares, respectively), at stated value
|
28.9
|
|
|
28.4
|
|
||
Additional capital
|
5,739.7
|
|
|
5,724.7
|
|
||
Retained income
|
2,239.2
|
|
|
1,240.5
|
|
||
Accumulated other comprehensive income (loss)
|
(116.7
|
)
|
|
(143.4
|
)
|
||
Total Shareholders’ Equity
|
7,891.1
|
|
|
6,850.2
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
15,301.2
|
|
|
$
|
15,639.7
|
|
|
|
Year Ended April 30,
|
|
||||||||||||||
(Dollars in millions)
|
2018
|
|
|
|
|
2017
|
|
|
|
|
2016
|
|
|
|||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
1,338.6
|
|
|
|
|
$
|
592.3
|
|
|
|
|
$
|
688.7
|
|
|
Adjustments to reconcile net income to net cash provided by (used for) operations:
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation
|
206.3
|
|
|
|
|
211.7
|
|
|
|
|
221.7
|
|
|
|||
Amortization
|
206.8
|
|
|
|
|
207.3
|
|
|
|
|
208.4
|
|
|
|||
Goodwill impairment charge
|
145.0
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|||
Other intangible assets impairment charges
|
31.9
|
|
|
|
|
133.2
|
|
|
|
|
—
|
|
|
|||
Share-based compensation expense
|
15.4
|
|
|
|
|
22.0
|
|
|
|
|
34.6
|
|
|
|||
Gain on divestiture
|
—
|
|
|
|
|
—
|
|
|
|
|
(25.3
|
)
|
|
|||
Deferred income tax expense (benefit)
|
(803.4
|
)
|
|
|
|
(79.4
|
)
|
|
|
|
(95.2
|
)
|
|
|||
Loss on disposal of assets – net
|
6.6
|
|
|
|
|
4.4
|
|
|
|
|
5.6
|
|
|
|||
Other noncash adjustments – net
|
3.7
|
|
|
|
|
0.4
|
|
|
|
|
(2.2
|
)
|
|
|||
Defined benefit pension contributions
|
(39.6
|
)
|
|
|
|
(28.7
|
)
|
|
|
|
(8.6
|
)
|
|
|||
Changes in assets and liabilities, net of effect from businesses acquired:
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade receivables
|
54.7
|
|
|
|
|
8.9
|
|
|
|
|
(21.9
|
)
|
|
|||
Inventories
|
54.0
|
|
|
|
|
(10.4
|
)
|
|
|
|
240.1
|
|
|
|||
Other current assets
|
(5.3
|
)
|
|
|
|
8.9
|
|
|
|
|
14.6
|
|
|
|||
Accounts payable
|
19.0
|
|
|
|
|
2.1
|
|
|
|
|
46.1
|
|
|
|||
Accrued liabilities
|
20.5
|
|
|
|
|
(39.8
|
)
|
|
|
|
2.4
|
|
|
|||
Income and other taxes
|
(28.7
|
)
|
|
|
|
7.9
|
|
|
|
|
146.9
|
|
|
|||
Other – net
|
(7.5
|
)
|
|
|
|
18.2
|
|
|
|
|
5.1
|
|
|
|||
Net Cash Provided by (Used for) Operating Activities
|
1,218.0
|
|
|
|
|
1,059.0
|
|
|
|
|
1,461.0
|
|
|
|||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||
Businesses acquired, net of cash acquired
|
—
|
|
|
|
|
—
|
|
|
|
7.9
|
|
|
||||
Equity investment in affiliate
|
—
|
|
|
|
|
—
|
|
|
|
|
(16.0
|
)
|
|
|||
Additions to property, plant, and equipment
|
(321.9
|
)
|
|
|
|
(192.4
|
)
|
|
|
|
(201.4
|
)
|
|
|||
Proceeds from divestiture
|
—
|
|
|
|
|
—
|
|
|
|
|
193.7
|
|
|
|||
Proceeds from sale of investment
|
—
|
|
|
|
|
40.6
|
|
|
|
|
—
|
|
|
|||
Proceeds from disposal of property, plant, and equipment
|
13.4
|
|
|
|
|
0.5
|
|
|
|
|
4.0
|
|
|
|||
Other – net
|
30.9
|
|
|
|
|
(38.4
|
)
|
|
|
|
33.5
|
|
|
|||
Net Cash Provided by (Used for) Investing Activities
|
(277.6
|
)
|
|
|
|
(189.7
|
)
|
|
|
21.7
|
|
|
||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings (repayments) – net
|
(310.0
|
)
|
|
|
|
170.0
|
|
|
|
|
58.0
|
|
|
|||
Proceeds from long-term debt
|
799.6
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|||
Repayments of long-term debt
|
(1,050.3
|
)
|
|
|
|
(200.0
|
)
|
|
|
(800.0
|
)
|
|
||||
Quarterly dividends paid
|
(350.3
|
)
|
|
|
|
(339.3
|
)
|
|
|
|
(316.6
|
)
|
|
|||
Purchase of treasury shares
|
(7.0
|
)
|
|
|
|
(437.6
|
)
|
|
|
|
(441.1
|
)
|
|
|||
Other – net
|
(4.0
|
)
|
|
|
|
0.8
|
|
|
|
|
0.8
|
|
|
|||
Net Cash Provided by (Used for) Financing Activities
|
(922.0
|
)
|
|
|
|
(806.1
|
)
|
|
|
|
(1,498.9
|
)
|
|
|||
Effect of exchange rate changes on cash
|
7.4
|
|
|
|
|
(6.2
|
)
|
|
|
|
0.4
|
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
25.8
|
|
|
|
|
57.0
|
|
|
|
|
(15.8
|
)
|
|
|||
Cash and cash equivalents at beginning of year
|
166.8
|
|
|
|
|
109.8
|
|
|
|
|
125.6
|
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
192.6
|
|
|
|
|
$
|
166.8
|
|
|
|
|
$
|
109.8
|
|
|
( )
|
Denotes use of cash
|
|
(Dollars in millions)
|
Common
Shares
Outstanding
|
|
Common
Shares
|
|
Additional
Capital
|
|
|
Retained
Income
|
|
Amount
Due from
ESOP
Trust
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total Shareholders’ Equity
|
|
|||||||||||
Balance at May 1, 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 income (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 (loss)
|
|
|
|
|
|
|
|
|
|
|
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
|
|
||||||
Net income
|
|
|
|
|
|
|
1,338.6
|
|
|
|
|
|
|
1,338.6
|
|
|||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
41.7
|
|
|
41.7
|
|
|||||||||||
Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
1,380.3
|
|
||||||||||||
Purchase of treasury shares
|
(54,535
|
)
|
|
—
|
|
|
(5.8
|
)
|
|
(1.2
|
)
|
|
|
|
|
|
(7.0
|
)
|
||||||||
Stock plans
|
187,822
|
|
|
—
|
|
|
21.3
|
|
|
|
|
|
|
|
|
21.3
|
|
|||||||||
Cash dividends declared
|
|
|
|
|
|
|
(353.7
|
)
|
|
|
|
|
|
(353.7
|
)
|
|||||||||||
Reclassification of stranded tax effects
(A)
|
|
|
|
|
|
|
15.0
|
|
|
|
|
(15.0
|
)
|
|
—
|
|
||||||||||
Other
|
|
|
0.5
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||
Balance at April 30, 2018
|
113,572,840
|
|
|
$
|
28.9
|
|
|
$
|
5,739.7
|
|
|
$
|
2,239.2
|
|
|
$
|
—
|
|
|
$
|
(116.7
|
)
|
|
$
|
7,891.1
|
|
(A)
|
During the fourth quarter of 2018, we elected to early adopt ASU 2018-02,
Income Statement – Reporting Comprehensive Income (Topic 220)
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
, which allowed us to reclassify the stranded income tax effects resulting from the Act from accumulated other comprehensive income (loss) to retained earnings. For additional information, see Recently Issued Accounting Standards in Note 1: Accounting Policies, and Note 13: Income Taxes.
|
|
NOTE 1
|
|
ACCOUNTING POLICIES
|
|
|
Year Ended April 30,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Share-based compensation expense included in SD&A
|
$
|
13.7
|
|
|
$
|
22.3
|
|
|
$
|
26.3
|
|
Share-based compensation expense (benefit) included in other special project costs
|
1.7
|
|
|
(0.3
|
)
|
(A)
|
8.3
|
|
|||
Total share-based compensation expense
|
$
|
15.4
|
|
|
$
|
22.0
|
|
|
$
|
34.6
|
|
Related income tax benefit
|
$
|
4.6
|
|
|
$
|
7.2
|
|
|
$
|
10.2
|
|
(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
|
|
ACQUISITIONS
|
NOTE 3
|
|
INTEGRATION AND RESTRUCTURING COSTS
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Total Costs
Incurred to Date at April 30, 2018 |
|
|||||
Employee-related costs
|
$
|
8.5
|
|
|
$
|
16.3
|
|
|
$
|
52.4
|
|
|
$
|
90.6
|
|
Outside service and consulting costs
|
11.6
|
|
|
33.9
|
|
|
56.0
|
|
|
117.6
|
|
||||
Other costs
|
6.5
|
|
|
13.9
|
|
|
36.8
|
|
|
63.7
|
|
||||
Total one-time costs
|
$
|
26.6
|
|
|
$
|
64.1
|
|
|
$
|
145.2
|
|
|
$
|
271.9
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Total Costs
Incurred to Date
at April 30, 2018
|
|
|||||
Employee-related costs
|
$
|
10.1
|
|
|
$
|
12.4
|
|
|
$
|
1.3
|
|
|
$
|
23.8
|
|
Outside service and consulting costs
|
0.4
|
|
|
1.8
|
|
|
—
|
|
|
2.2
|
|
||||
Other costs
|
12.2
|
|
|
4.4
|
|
|
—
|
|
|
16.6
|
|
||||
Total one-time costs
|
$
|
22.7
|
|
|
$
|
18.6
|
|
|
$
|
1.3
|
|
|
$
|
42.6
|
|
|
NOTE 4
|
|
DIVESTITURE
|
NOTE 5
|
|
REPORTABLE SEGMENTS
|
|
|
Year Ended April 30,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Net sales:
|
|
|
|
|
|
||||||
U.S. Retail Coffee
|
$
|
2,092.2
|
|
|
$
|
2,108.6
|
|
|
$
|
2,239.2
|
|
U.S. Retail Consumer Foods
|
2,000.8
|
|
|
2,085.4
|
|
|
2,269.7
|
|
|||
U.S. Retail Pet Foods
|
2,169.3
|
|
|
2,135.9
|
|
|
2,250.4
|
|
|||
International and Away From Home
|
1,094.8
|
|
|
1,062.4
|
|
|
1,051.9
|
|
|||
Total net sales
|
$
|
7,357.1
|
|
|
$
|
7,392.3
|
|
|
$
|
7,811.2
|
|
Segment profit:
|
|
|
|
|
|
||||||
U.S. Retail Coffee
|
$
|
614.5
|
|
|
$
|
682.4
|
|
|
$
|
722.6
|
|
U.S. Retail Consumer Foods
|
477.2
|
|
|
458.2
|
|
|
467.5
|
|
|||
U.S. Retail Pet Foods
|
441.3
|
|
|
481.0
|
|
|
493.9
|
|
|||
International and Away From Home
|
194.2
|
|
|
185.1
|
|
|
179.0
|
|
|||
Total segment profit
|
$
|
1,727.2
|
|
|
$
|
1,806.7
|
|
|
$
|
1,863.0
|
|
Amortization
|
(206.8
|
)
|
|
(207.3
|
)
|
|
(208.4
|
)
|
|||
Goodwill impairment charge
|
(145.0
|
)
|
|
—
|
|
|
—
|
|
|||
Other intangible assets impairment charges
|
(31.9
|
)
|
|
(133.2
|
)
|
|
—
|
|
|||
Interest expense – net
|
(174.1
|
)
|
|
(163.1
|
)
|
|
(171.1
|
)
|
|||
Unallocated derivative gains (losses)
|
37.3
|
|
|
(27.2
|
)
|
|
12.0
|
|
|||
Cost of products sold – special project costs
(A)
|
(3.9
|
)
|
|
(5.7
|
)
|
|
(12.2
|
)
|
|||
Other special project costs
(A)
|
(45.4
|
)
|
|
(76.9
|
)
|
|
(135.9
|
)
|
|||
Corporate administrative expenses
|
(295.4
|
)
|
|
(324.9
|
)
|
|
(373.2
|
)
|
|||
Other income (expense) – net
|
(1.0
|
)
|
|
10.0
|
|
|
3.7
|
|
|||
Income before income taxes
|
$
|
861.0
|
|
|
$
|
878.4
|
|
|
$
|
977.9
|
|
Assets:
|
|
|
|
|
|
||||||
U.S. Retail Coffee
|
$
|
4,815.4
|
|
|
$
|
4,909.9
|
|
|
$
|
5,002.0
|
|
U.S. Retail Consumer Foods
|
3,217.5
|
|
|
3,157.2
|
|
|
3,288.5
|
|
|||
U.S. Retail Pet Foods
|
5,932.3
|
|
|
6,232.9
|
|
|
6,321.6
|
|
|||
International and Away From Home
|
1,043.9
|
|
|
1,053.4
|
|
|
1,168.6
|
|
|||
Unallocated
(B)
|
292.1
|
|
|
286.3
|
|
|
203.4
|
|
|||
Total assets
|
$
|
15,301.2
|
|
|
$
|
15,639.7
|
|
|
$
|
15,984.1
|
|
Depreciation, amortization, and impairment charges:
|
|
|
|
|
|
||||||
U.S. Retail Coffee
|
$
|
96.6
|
|
|
$
|
95.7
|
|
|
$
|
104.0
|
|
U.S. Retail Consumer Foods
|
80.2
|
|
|
73.2
|
|
|
60.7
|
|
|||
U.S. Retail Pet Foods
|
314.8
|
|
|
280.8
|
|
|
164.9
|
|
|||
International and Away From Home
|
57.8
|
|
|
61.9
|
|
|
66.2
|
|
|||
Unallocated
(C)
|
40.6
|
|
|
40.6
|
|
|
34.3
|
|
|||
Total depreciation, amortization, and impairment charges
|
$
|
590.0
|
|
|
$
|
552.2
|
|
|
$
|
430.1
|
|
Additions to property, plant, and equipment:
|
|
|
|
|
|
||||||
U.S. Retail Coffee
|
$
|
89.4
|
|
|
$
|
40.9
|
|
|
$
|
51.4
|
|
U.S. Retail Consumer Foods
|
168.9
|
|
|
49.7
|
|
|
90.3
|
|
|||
U.S. Retail Pet Foods
|
34.3
|
|
|
70.5
|
|
|
11.9
|
|
|||
International and Away From Home
|
29.3
|
|
|
31.3
|
|
|
47.8
|
|
|||
Total additions to property, plant, and equipment
|
$
|
321.9
|
|
|
$
|
192.4
|
|
|
$
|
201.4
|
|
|
|
Year Ended April 30,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Net sales:
|
|
|
|
|
|
||||||
United States
|
$
|
6,786.5
|
|
|
$
|
6,865.1
|
|
|
$
|
7,300.8
|
|
International:
|
|
|
|
|
|
||||||
Canada
|
$
|
431.8
|
|
|
$
|
414.3
|
|
|
$
|
416.0
|
|
All other international
|
138.8
|
|
|
112.9
|
|
|
94.4
|
|
|||
Total international
|
$
|
570.6
|
|
|
$
|
527.2
|
|
|
$
|
510.4
|
|
Total net sales
|
$
|
7,357.1
|
|
|
$
|
7,392.3
|
|
|
$
|
7,811.2
|
|
Assets:
|
|
|
|
|
|
||||||
United States
|
$
|
14,828.2
|
|
|
$
|
15,214.3
|
|
|
$
|
15,501.1
|
|
International:
|
|
|
|
|
|
||||||
Canada
|
$
|
428.7
|
|
|
$
|
380.9
|
|
|
$
|
396.2
|
|
All other international
|
44.3
|
|
|
44.5
|
|
|
86.8
|
|
|||
Total international
|
$
|
473.0
|
|
|
$
|
425.4
|
|
|
$
|
483.0
|
|
Total assets
|
$
|
15,301.2
|
|
|
$
|
15,639.7
|
|
|
$
|
15,984.1
|
|
Long-lived assets (excluding goodwill and other intangible assets):
|
|
|
|
|
|
||||||
United States
|
$
|
1,869.8
|
|
|
$
|
1,757.1
|
|
|
$
|
1,773.9
|
|
International:
|
|
|
|
|
|
||||||
Canada
|
$
|
17.4
|
|
|
$
|
13.4
|
|
|
$
|
10.7
|
|
All other international
|
0.3
|
|
|
0.4
|
|
|
40.6
|
|
|||
Total international
|
$
|
17.7
|
|
|
$
|
13.8
|
|
|
$
|
51.3
|
|
Total long-lived assets (excluding goodwill and other intangible assets)
|
$
|
1,887.5
|
|
|
$
|
1,770.9
|
|
|
$
|
1,825.2
|
|
|
|
Year Ended April 30,
|
|||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Coffee
|
|
34
|
%
|
|
|
34
|
%
|
|
|
34
|
%
|
Dog food
|
|
11
|
|
|
|
10
|
|
|
|
10
|
|
Pet snacks
|
|
10
|
|
|
|
10
|
|
|
|
10
|
|
Peanut butter
|
|
10
|
|
|
|
10
|
|
|
|
9
|
|
Cat food
|
|
9
|
|
|
|
9
|
|
|
|
9
|
|
Fruit spreads
|
|
5
|
|
|
|
5
|
|
|
|
4
|
|
Shortening and oils
|
|
4
|
|
|
|
4
|
|
|
|
4
|
|
Baking mixes and frostings
|
|
3
|
|
|
|
3
|
|
|
|
3
|
|
Frozen handheld
|
|
3
|
|
|
|
3
|
|
|
|
3
|
|
Flour and baking ingredients
|
|
2
|
|
|
|
2
|
|
|
|
2
|
|
Juices and beverages
|
|
2
|
|
|
|
2
|
|
|
|
2
|
|
Portion control
|
|
2
|
|
|
|
2
|
|
|
|
2
|
|
Canned milk
|
|
1
|
|
|
|
1
|
|
|
|
3
|
|
Other
|
|
4
|
|
|
|
5
|
|
|
|
5
|
|
Total product sales
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
NOTE 6
|
|
EARNINGS PER SHARE
|
|
|
Year Ended April 30,
|
||||||||||
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Net income
|
|
$
|
1,338.6
|
|
|
$
|
592.3
|
|
|
$
|
688.7
|
|
Less: Net income allocated to participating securities
|
|
6.8
|
|
|
2.8
|
|
|
3.0
|
|
|||
Net income allocated to common stockholders
|
|
$
|
1,331.8
|
|
|
$
|
589.5
|
|
|
$
|
685.7
|
|
Weighted-average common shares outstanding
|
113.0
|
|
115.5
|
|
118.9
|
|
||||||
Add: Dilutive effect of stock options
|
|
—
|
|
0.1
|
|
0.1
|
|
|||||
Weighted-average common shares outstanding – assuming dilution
|
113.0
|
|
115.6
|
|
119.0
|
|
||||||
Net income per common share
|
|
$
|
11.79
|
|
|
$
|
5.11
|
|
|
$
|
5.77
|
|
Net income per common share – assuming dilution
|
|
$
|
11.78
|
|
|
$
|
5.10
|
|
|
$
|
5.76
|
|
NOTE 7
|
|
GOODWILL AND OTHER INTANGIBLE ASSETS
|
|
U.S. Retail
Coffee
|
|
U.S. Retail
Consumer
Foods
|
|
U.S. Retail
Pet Foods
|
|
International
and Away
From Home
|
|
|
Total
|
|
|||||||||
Balance at May 1, 2016
|
|
$
|
2,090.9
|
|
|
$
|
1,600.9
|
|
|
$
|
1,969.5
|
|
|
$
|
429.8
|
|
|
$
|
6,091.1
|
|
Other
(A)
|
|
—
|
|
|
(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
|
|
Impairment charges
(B)
|
|
—
|
|
|
—
|
|
|
(145.0
|
)
|
|
—
|
|
|
(145.0
|
)
|
|||||
Other
(A)
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
8.7
|
|
|
10.1
|
|
|||||
Balance at April 30, 2018
|
|
$
|
2,090.9
|
|
|
$
|
1,600.4
|
|
|
$
|
1,824.5
|
|
|
$
|
426.4
|
|
|
$
|
5,942.2
|
|
(A)
|
The amounts classified as other represent foreign currency exchange adjustments.
|
(B)
|
There have been
no
goodwill impairment charges recognized in prior periods.
|
|
|
|
April 30, 2018
|
|
|
|
|
April 30, 2017
|
|
|
|
||||||||||||||
|
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
|
|
|
$
|
959.3
|
|
|
$
|
2,560.8
|
|
|
$
|
3,520.1
|
|
|
$
|
802.1
|
|
|
$
|
2,718.0
|
|
Patents and technology
|
|
168.5
|
|
|
114.4
|
|
|
54.1
|
|
|
168.5
|
|
|
101.4
|
|
|
67.1
|
|
||||||
Trademarks
|
|
556.4
|
|
|
145.0
|
|
|
411.4
|
|
|
556.4
|
|
|
112.7
|
|
|
443.7
|
|
||||||
Total intangible assets subject to amortization
|
|
$
|
4,245.0
|
|
|
$
|
1,218.7
|
|
|
$
|
3,026.3
|
|
|
$
|
4,245.0
|
|
|
$
|
1,016.2
|
|
|
$
|
3,228.8
|
|
Indefinite-lived intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
|
$
|
3,078.1
|
|
|
$
|
187.9
|
|
|
$
|
2,890.2
|
|
|
$
|
3,078.1
|
|
|
$
|
157.0
|
|
|
$
|
2,921.1
|
|
Total other intangible assets
|
|
$
|
7,323.1
|
|
|
$
|
1,406.6
|
|
|
$
|
5,916.5
|
|
|
$
|
7,323.1
|
|
|
$
|
1,173.2
|
|
|
$
|
6,149.9
|
|
|
NOTE 8
|
|
DEBT AND FINANCING ARRANGEMENTS
|
|
|
April 30, 2018
|
|
April 30, 2017
|
||||||||||||
|
Principal
Outstanding
|
|
Carrying
Amount
(A)
|
|
Principal
Outstanding
|
|
Carrying
Amount
(A)
|
|
||||||||
1.75% Senior Notes due March 15, 2018
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500.0
|
|
|
$
|
499.0
|
|
2.20% Senior Notes due December 6, 2019
|
|
300.0
|
|
|
298.6
|
|
|
—
|
|
|
—
|
|
||||
2.50% Senior Notes due March 15, 2020
|
|
500.0
|
|
|
497.8
|
|
|
500.0
|
|
|
496.6
|
|
||||
3.50% Senior Notes due October 15, 2021
|
|
750.0
|
|
|
775.6
|
|
|
750.0
|
|
|
782.6
|
|
||||
3.00% Senior Notes due March 15, 2022
|
|
400.0
|
|
|
397.3
|
|
|
400.0
|
|
|
396.6
|
|
||||
3.50% Senior Notes due March 15, 2025
|
|
1,000.0
|
|
|
994.4
|
|
|
1,000.0
|
|
|
993.6
|
|
||||
3.38% Senior Notes due December 15, 2027
|
|
500.0
|
|
|
495.8
|
|
|
—
|
|
|
—
|
|
||||
4.25% Senior Notes due March 15, 2035
|
|
650.0
|
|
|
643.1
|
|
|
650.0
|
|
|
642.6
|
|
||||
4.38% Senior Notes due March 15, 2045
|
|
600.0
|
|
|
585.4
|
|
|
600.0
|
|
|
584.9
|
|
||||
Term Loan Credit Agreement due March 23, 2020
|
|
—
|
|
|
—
|
|
|
550.0
|
|
|
548.6
|
|
||||
Total long-term debt
|
|
$
|
4,700.0
|
|
|
$
|
4,688.0
|
|
|
$
|
4,950.0
|
|
|
$
|
4,944.5
|
|
Current portion of long-term debt
|
|
—
|
|
|
—
|
|
|
500.0
|
|
|
499.0
|
|
||||
Total long-term debt, less current portion
|
|
$
|
4,700.0
|
|
|
$
|
4,688.0
|
|
|
$
|
4,450.0
|
|
|
$
|
4,445.5
|
|
|
NOTE 9
|
|
PENSIONS AND OTHER POSTRETIREMENT BENEFITS
|
|
|
Defined Benefit Pension Plans
|
|
Other Postretirement Benefits
|
|||||||||||||||||||||
Year Ended April 30,
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
||||||
Service cost
|
$
|
5.2
|
|
|
$
|
12.7
|
|
|
$
|
17.8
|
|
|
$
|
2.0
|
|
|
$
|
2.3
|
|
|
$
|
2.3
|
|
|
Interest cost
|
21.6
|
|
|
25.3
|
|
|
27.7
|
|
|
2.1
|
|
|
2.6
|
|
|
2.8
|
|
|
||||||
Expected return on plan assets
|
(28.8
|
)
|
|
(29.3
|
)
|
|
(32.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Amortization of prior service cost (credit)
|
0.9
|
|
|
1.1
|
|
|
0.7
|
|
|
(1.4
|
)
|
|
(1.5
|
)
|
|
(1.1
|
)
|
|
||||||
Amortization of net actuarial loss (gain)
|
11.5
|
|
|
13.8
|
|
|
10.9
|
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
||||||
Curtailment loss (gain)
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
||||||
Settlement loss (gain)
|
2.3
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Net periodic benefit cost
|
$
|
12.7
|
|
|
$
|
22.9
|
|
|
$
|
17.7
|
|
|
$
|
2.4
|
|
|
$
|
3.2
|
|
|
$
|
3.4
|
|
|
Other changes in plan assets and benefit liabilities recognized in
accumulated other comprehensive income (loss) before income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service credit (cost) arising during the year
|
$
|
—
|
|
|
$
|
2.1
|
|
|
$
|
(5.3
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
Net actuarial gain (loss) arising during the year
|
3.5
|
|
|
1.5
|
|
|
(43.3
|
)
|
|
5.5
|
|
|
2.3
|
|
|
—
|
|
|
||||||
Amortization of prior service cost (credit)
|
0.9
|
|
|
1.1
|
|
|
0.7
|
|
|
(1.4
|
)
|
|
(1.5
|
)
|
|
(1.1
|
)
|
|
||||||
Amortization of net actuarial loss (gain)
|
11.5
|
|
|
13.8
|
|
|
10.9
|
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
||||||
Curtailment loss (gain)
|
—
|
|
|
28.8
|
|
|
(6.5
|
)
|
|
—
|
|
|
0.1
|
|
|
(0.3
|
)
|
|
||||||
Settlement loss (gain)
|
2.3
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Foreign currency translation
|
(1.8
|
)
|
|
2.5
|
|
|
0.8
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
||||||
Net change for year
|
$
|
16.4
|
|
|
$
|
49.1
|
|
|
$
|
(42.7
|
)
|
|
$
|
3.5
|
|
|
$
|
3.7
|
|
|
$
|
(1.7
|
)
|
|
Weighted-average assumptions used in determining net periodic
benefit costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate used to determine benefit obligation
|
3.95
|
%
|
|
3.85
|
%
|
|
4.06
|
%
|
|
3.86
|
%
|
|
3.80
|
%
|
|
4.04
|
%
|
||||||
Discount rate used to determine service cost
|
4.20
|
|
|
3.85
|
|
|
4.06
|
|
|
4.06
|
|
|
3.80
|
|
|
4.04
|
|
||||||
Discount rate used to determine interest cost
|
3.38
|
|
|
3.85
|
|
|
4.06
|
|
|
3.24
|
|
|
3.80
|
|
|
4.04
|
|
||||||
Expected return on plan assets
|
6.27
|
|
|
6.27
|
|
|
6.58
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Rate of compensation increase
|
3.78
|
|
|
3.96
|
|
|
4.06
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Canadian plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate used to determine benefit obligation
|
3.22
|
%
|
|
3.60
|
%
|
|
3.51
|
%
|
|
3.19
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
||||||
Discount rate used to determine service cost
|
3.39
|
|
|
3.60
|
|
|
3.51
|
|
|
3.70
|
|
|
3.50
|
|
|
3.50
|
|
||||||
Discount rate used to determine interest cost
|
2.60
|
|
|
3.60
|
|
|
3.51
|
|
|
2.58
|
|
|
3.50
|
|
|
3.50
|
|
||||||
Expected return on plan assets
|
5.00
|
|
|
5.25
|
|
|
5.65
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Rate of compensation increase
|
3.00
|
|
|
3.00
|
|
|
3.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Defined Benefit Pension Plans
|
|
Other Postretirement Benefits
|
||||||||||||
April 30,
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
677.3
|
|
|
$
|
745.9
|
|
|
$
|
70.7
|
|
|
$
|
75.9
|
|
Service cost
|
5.2
|
|
|
12.7
|
|
|
2.0
|
|
|
2.3
|
|
||||
Interest cost
|
21.6
|
|
|
25.3
|
|
|
2.1
|
|
|
2.6
|
|
||||
Amendments
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(3.0
|
)
|
||||
Actuarial loss (gain)
|
(10.8
|
)
|
|
6.7
|
|
|
(5.5
|
)
|
|
(2.3
|
)
|
||||
Benefits paid
|
(36.0
|
)
|
|
(43.8
|
)
|
|
(4.3
|
)
|
|
(3.9
|
)
|
||||
Foreign currency translation adjustments
|
5.8
|
|
|
(7.8
|
)
|
|
0.7
|
|
|
(0.8
|
)
|
||||
Curtailment
|
—
|
|
|
(30.9
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
Settlement
|
(23.4
|
)
|
|
(30.8
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of year
|
$
|
639.7
|
|
|
$
|
677.3
|
|
|
$
|
65.9
|
|
|
$
|
70.7
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
489.2
|
|
|
$
|
505.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
21.5
|
|
|
37.4
|
|
|
—
|
|
|
—
|
|
||||
Company contributions
|
39.6
|
|
|
28.7
|
|
|
4.3
|
|
|
3.9
|
|
||||
Benefits paid
|
(36.0
|
)
|
|
(43.8
|
)
|
|
(4.3
|
)
|
|
(3.9
|
)
|
||||
Settlement
|
(23.4
|
)
|
|
(30.8
|
)
|
|
—
|
|
|
—
|
|
||||
Foreign currency translation adjustments
|
6.1
|
|
|
(7.9
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
$
|
497.0
|
|
|
$
|
489.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status of the plans
|
$
|
(142.7
|
)
|
|
$
|
(188.1
|
)
|
|
$
|
(65.9
|
)
|
|
$
|
(70.7
|
)
|
Defined benefit pensions
|
$
|
(144.1
|
)
|
|
$
|
(189.8
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Other noncurrent assets
|
9.5
|
|
|
5.7
|
|
|
—
|
|
|
—
|
|
||||
Accrued compensation
|
(8.1
|
)
|
|
(4.0
|
)
|
|
(4.0
|
)
|
|
(4.1
|
)
|
||||
Other postretirement benefits
|
—
|
|
|
—
|
|
|
(61.9
|
)
|
|
(66.6
|
)
|
||||
Net benefit liability
|
$
|
(142.7
|
)
|
|
$
|
(188.1
|
)
|
|
$
|
(65.9
|
)
|
|
$
|
(70.7
|
)
|
|
Defined Benefit Pension Plans
|
|
Other Postretirement Benefits
|
||||||||||||
April 30,
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
||||
Net actuarial gain (loss)
|
$
|
(150.9
|
)
|
|
$
|
(166.4
|
)
|
|
$
|
13.6
|
|
|
$
|
8.5
|
|
Prior service credit (cost)
|
(4.7
|
)
|
|
(5.6
|
)
|
|
9.1
|
|
|
10.7
|
|
||||
Total recognized in accumulated other comprehensive income (loss)
|
$
|
(155.6
|
)
|
|
$
|
(172.0
|
)
|
|
$
|
22.7
|
|
|
$
|
19.2
|
|
|
|
Defined Benefit Pension Plans
|
|
Other Postretirement Benefits
|
|
|||||||||||
April 30,
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
||||
U.S. plans:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
4.17
|
%
|
|
3.95
|
%
|
|
4.13
|
%
|
|
3.86
|
%
|
||||
Rate of compensation increase
|
3.59
|
|
|
4.15
|
|
|
—
|
|
|
—
|
|
||||
Canadian plans:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
3.57
|
%
|
|
3.22
|
%
|
|
3.55
|
%
|
|
3.16
|
%
|
||||
Rate of compensation increase
|
3.00
|
|
|
3.00
|
|
|
—
|
|
|
—
|
|
|
One Percentage Point
|
|||||||
|
Increase
|
|
Decrease
|
|
||||
Effect on total service and interest cost components
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Effect on benefit obligation
|
|
1.0
|
|
|
1.1
|
|
|
Defined Benefit Pension Plans
|
|
Other Postretirement Benefits
|
||||||||||||
Year Ended April 30,
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
||||
Benefit obligation at end of year
|
$
|
87.6
|
|
|
$
|
89.8
|
|
|
$
|
7.3
|
|
|
$
|
9.4
|
|
Fair value of plan assets at end of year
|
96.4
|
|
|
94.8
|
|
|
—
|
|
|
—
|
|
||||
Funded status of the plans
|
$
|
8.8
|
|
|
$
|
5.0
|
|
|
$
|
(7.3
|
)
|
|
$
|
(9.4
|
)
|
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
2.4
|
|
|
3.2
|
|
|
0.3
|
|
|
0.3
|
|
||||
Expected return on plan assets
|
(5.0
|
)
|
|
(4.7
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of net actuarial loss (gain)
|
0.8
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost (credit)
|
$
|
(1.6
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Changes in plan assets:
|
|
|
|
|
|
|
|
||||||||
Company contributions
|
$
|
0.9
|
|
|
$
|
3.1
|
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
Benefits paid
|
(6.8
|
)
|
|
(6.6
|
)
|
|
(0.5
|
)
|
|
(0.5
|
)
|
||||
Actual return on plan assets
|
1.5
|
|
|
10.2
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency translation
|
6.0
|
|
|
(7.9
|
)
|
|
—
|
|
|
—
|
|
|
|
April 30,
|
||||||
|
2018
|
|
|
2017
|
|
||
Accumulated benefit obligation for all pension plans
|
$
|
627.9
|
|
|
$
|
659.6
|
|
Plans with an accumulated benefit obligation in excess of plan assets:
|
|
|
|
||||
Accumulated benefit obligation
|
$
|
541.3
|
|
|
$
|
570.6
|
|
Fair value of plan assets
|
400.6
|
|
|
394.4
|
|
||
Plans with a projected benefit obligation in excess of plan assets:
|
|
|
|
||||
Projected benefit obligation
|
$
|
552.9
|
|
|
$
|
588.2
|
|
Fair value of plan assets
|
400.6
|
|
|
394.4
|
|
|
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, 2018
|
|
||||||||
Cash and cash equivalents
(A)
|
|
$
|
3.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.7
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S.
(B)
|
|
94.8
|
|
|
1.9
|
|
|
—
|
|
|
96.7
|
|
||||
International
(C)
|
|
73.2
|
|
|
9.7
|
|
|
—
|
|
|
82.9
|
|
||||
Fixed-income securities:
|
|
|
|
|
|
|
|
|
||||||||
Bonds
(D)
|
|
231.8
|
|
|
—
|
|
|
—
|
|
|
231.8
|
|
||||
Fixed income
(E)
|
|
53.0
|
|
|
—
|
|
|
—
|
|
|
53.0
|
|
||||
Other types of investments
(F)
|
|
—
|
|
|
16.8
|
|
|
3.2
|
|
|
20.0
|
|
||||
Total financial assets measured at fair value
|
|
$
|
456.5
|
|
|
$
|
28.4
|
|
|
$
|
3.2
|
|
|
$
|
488.1
|
|
Total financial assets measured at net asset value
(G)
|
|
|
|
|
|
|
|
|
|
|
8.9
|
|
||||
Total plan assets
|
|
|
|
|
|
|
|
|
|
|
$
|
497.0
|
|
|
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
|
|
|
|
2018
|
|
|
2017
|
|
||
Balance at May 1,
|
$
|
2.4
|
|
|
$
|
3.2
|
|
Actual return on plan assets still held at reporting date
|
0.8
|
|
|
(0.8
|
)
|
||
Balance at April 30,
|
$
|
3.2
|
|
|
$
|
2.4
|
|
|
NOTE 10
|
|
DERIVATIVE FINANCIAL INSTRUMENTS
|
|
|
|
April 30, 2018
|
||||||||||||||
|
Other
Current
Assets
|
|
Other
Current
Liabilities
|
|
Other
Noncurrent
Assets
|
|
Other
Noncurrent
Liabilities
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
$
|
14.8
|
|
|
$
|
6.8
|
|
|
$
|
0.4
|
|
|
$
|
0.2
|
|
Foreign currency exchange contracts
|
|
2.2
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
||||
Total derivative instruments
|
|
$
|
17.0
|
|
|
$
|
7.5
|
|
|
$
|
0.4
|
|
|
$
|
0.2
|
|
|
|
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
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended April 30,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Gains (losses) on commodity contracts
|
$
|
6.5
|
|
|
$
|
(45.2
|
)
|
|
$
|
(31.6
|
)
|
Gains (losses) on foreign currency exchange contracts
|
(5.9
|
)
|
|
9.8
|
|
|
2.0
|
|
|||
Total gains (losses) recognized in costs of products sold
|
$
|
0.6
|
|
|
$
|
(35.4
|
)
|
|
$
|
(29.6
|
)
|
|
Year Ended April 30,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Net gains (losses) on mark-to-market valuation of unallocated derivative positions
|
$
|
0.6
|
|
|
$
|
(35.4
|
)
|
|
$
|
(29.6
|
)
|
Less: Net gains (losses) on derivative positions reclassified to segment operating profit
|
(36.7
|
)
|
|
(8.2
|
)
|
|
(41.6
|
)
|
|||
Unallocated derivative gains (losses)
|
$
|
37.3
|
|
|
$
|
(27.2
|
)
|
|
$
|
12.0
|
|
|
|
Year Ended April 30,
|
||||||
|
2018
|
|
|
2017
|
|
||
Commodity contracts
|
$
|
658.0
|
|
|
$
|
704.9
|
|
Foreign currency exchange contracts
|
122.1
|
|
|
195.4
|
|
NOTE 11
|
|
OTHER FINANCIAL INSTRUMENTS AND FAIR VALUE
MEASUREMENTS
|
|
April 30, 2018
|
|
April 30, 2017
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
|
Carrying
Amount
|
|
Fair Value
|
|
||||||
Marketable securities and other investments
|
$
|
45.8
|
|
|
$
|
45.8
|
|
|
$
|
47.3
|
|
|
$
|
47.3
|
|
Derivative financial instruments – net
|
9.7
|
|
|
9.7
|
|
|
(12.9
|
)
|
|
(12.9
|
)
|
||||
Long-term debt
|
(4,688.0
|
)
|
|
(4,579.8
|
)
|
|
(4,944.5
|
)
|
|
(5,023.8
|
)
|
|
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, 2018
|
|
||||||||
Marketable securities and other investments:
(A)
|
|
|
|
|
|
|
|
|
||||||||
Equity mutual funds
|
|
$
|
9.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9.3
|
|
Municipal obligations
|
|
—
|
|
|
36.1
|
|
|
—
|
|
|
36.1
|
|
||||
Money market funds
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||
Derivative financial instruments:
(B)
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts – net
|
|
7.2
|
|
|
1.0
|
|
|
—
|
|
|
8.2
|
|
||||
Foreign currency exchange contracts – net
|
|
0.1
|
|
|
1.4
|
|
|
—
|
|
|
1.5
|
|
||||
Long-term debt
(C)
|
|
(4,579.8
|
)
|
|
—
|
|
|
—
|
|
|
(4,579.8
|
)
|
||||
Total financial instruments measured at fair value
|
|
$
|
(4,562.8
|
)
|
|
$
|
38.5
|
|
|
$
|
—
|
|
|
$
|
(4,524.3
|
)
|
|
|
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
|
)
|
(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, 2018
, our municipal obligations are scheduled to mature as follows:
$1.4
in
2019
,
$1.7
in
2020
,
$4.9
in
2021
,
$1.0
in
2022
, and the remaining
$27.1
in
2023
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. For additional information, see Note 10: Derivative Financial Instruments.
|
(C)
|
Long-term debt is comprised of public Senior Notes classified as Level 1. In 2017, the previous term loan that was due March 23, 2020 is 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 was 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
|
|
|
Expected volatility (%)
|
20.7
|
%
|
|
Dividend Yield (%)
|
2.3
|
%
|
|
Risk-free interest rate (%)
|
1.9
|
%
|
|
Expected life of stock option (years)
|
5.9
|
|
|
Number of
Stock Options
|
|
Weighted-Average
Exercise Price
|
|
||
Outstanding at May 1, 2017
|
915,000
|
|
|
$
|
113.07
|
|
Exercised
|
35,002
|
|
|
111.86
|
|
|
Cancelled
|
56,666
|
|
|
111.86
|
|
|
Outstanding at April 30, 2018
|
823,332
|
|
|
$
|
113.20
|
|
Exercisable at April 30, 2018
|
270,006
|
|
|
$
|
113.22
|
|
|
|
Restricted Shares
and Deferred
Stock Units
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
|
Performance
Units
|
|
Weighted-
Average
Conversion Date
Fair Value
|
|
||||
Outstanding at May 1, 2017
|
573,405
|
|
|
$
|
115.88
|
|
|
73,701
|
|
|
$
|
126.80
|
|
Granted
|
136,127
|
|
|
126.80
|
|
|
84,051
|
|
|
103.86
|
|
||
Converted
|
73,701
|
|
|
126.80
|
|
|
(73,701
|
)
|
|
126.80
|
|
||
Vested
|
(161,581
|
)
|
|
106.04
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(79,294
|
)
|
|
120.27
|
|
|
—
|
|
|
—
|
|
||
Outstanding at April 30, 2018
|
542,358
|
|
|
$
|
122.39
|
|
|
84,051
|
|
|
$
|
103.86
|
|
Year Ended April 30,
|
Restricted Shares
and Deferred
Stock Units
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
|
Performance
Units
|
|
Weighted-
Average
Conversion Date
Fair Value
|
|
||||
2018
|
136,127
|
|
|
$
|
126.80
|
|
|
84,051
|
|
|
$
|
103.86
|
|
2017
|
180,997
|
|
|
133.92
|
|
|
73,701
|
|
|
126.80
|
|
||
2016
|
97,922
|
|
|
113.57
|
|
|
121,936
|
|
|
132.46
|
|
NOTE 13
|
|
INCOME TAXES
|
|
Year Ended April 30,
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Domestic
|
$
|
828.6
|
|
|
$
|
836.8
|
|
|
$
|
959.3
|
|
Foreign
|
32.4
|
|
|
41.6
|
|
|
18.6
|
|
|||
Income before income taxes
|
$
|
861.0
|
|
|
$
|
878.4
|
|
|
$
|
977.9
|
|
|
(Provisional amounts recorded)
|
Year Ended April 30, 2018
|
|
||
Net impact on U.S. deferred tax assets and liabilities
|
|
$
|
(791.9
|
)
|
Transition tax
|
|
26.1
|
|
|
Net impact of adjustments
|
|
$
|
(765.8
|
)
|
|
|
Year Ended April 30,
|
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
$
|
277.9
|
|
|
$
|
325.1
|
|
|
$
|
342.5
|
|
|
Foreign
|
7.9
|
|
|
11.0
|
|
|
4.8
|
|
|
|||
State and local
|
40.0
|
|
|
29.4
|
|
|
37.1
|
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
(802.3
|
)
|
|
(78.3
|
)
|
|
(32.1
|
)
|
|
|||
Foreign
|
0.5
|
|
|
1.6
|
|
|
1.3
|
|
|
|||
State and local
|
(1.6
|
)
|
|
(2.7
|
)
|
|
(64.4
|
)
|
|
|||
Total income tax expense (benefit)
|
$
|
(477.6
|
)
|
|
$
|
286.1
|
|
|
$
|
289.2
|
|
|
|
Year Ended April 30,
|
|
||||||||||||
(Percent of Pre-tax Income)
|
2018
|
|
2017
|
|
2016
|
|||||||||
Statutory federal income tax rate
|
30.4
|
%
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
|||
Tax reform – net impact on U.S. deferred tax assets and liabilities (provisional)
|
(92.0
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|||
Tax reform – transition tax (provisional)
|
3.0
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
Goodwill impairment
|
5.5
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
State and local income taxes
|
1.9
|
|
|
|
2.1
|
|
|
|
2.5
|
|
|
|||
Domestic manufacturing deduction
|
(3.0
|
)
|
|
|
(3.7
|
)
|
|
|
(3.5
|
)
|
|
|||
Deferred tax benefit from integration
|
—
|
|
|
|
—
|
|
|
|
(5.2
|
)
|
|
|||
Other items – net
|
(1.3
|
)
|
|
|
(0.8
|
)
|
|
|
0.8
|
|
|
|||
Effective income tax rate
|
(55.5
|
)%
|
|
|
32.6
|
%
|
|
|
29.6
|
%
|
|
|||
Income taxes paid
|
$
|
336.8
|
|
|
|
$
|
367.2
|
|
|
|
$
|
290.5
|
|
|
|
|
April 30,
|
||||||
|
2018
|
|
|
2017
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
$
|
1,393.6
|
|
|
$
|
2,248.0
|
|
Property, plant, and equipment
|
98.5
|
|
|
129.8
|
|
||
Other
|
14.2
|
|
|
16.5
|
|
||
Total deferred tax liabilities
|
$
|
1,506.3
|
|
|
$
|
2,394.3
|
|
Deferred tax assets:
|
|
|
|
||||
Post-employment and other employee benefits
|
$
|
75.5
|
|
|
$
|
146.3
|
|
Tax credit and loss carryforwards
|
0.2
|
|
|
1.8
|
|
||
Intangible assets
|
18.8
|
|
|
25.4
|
|
||
Inventory
|
5.9
|
|
|
10.5
|
|
||
Property, plant, and equipment
|
6.4
|
|
|
3.1
|
|
||
Other
|
25.2
|
|
|
43.8
|
|
||
Total deferred tax assets
|
$
|
132.0
|
|
|
$
|
230.9
|
|
Valuation allowance
|
(2.9
|
)
|
|
(3.6
|
)
|
||
Total deferred tax assets, less allowance
|
$
|
129.1
|
|
|
$
|
227.3
|
|
Net deferred tax liability
|
$
|
1,377.2
|
|
|
$
|
2,167.0
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Balance at May 1,
|
$
|
40.4
|
|
|
$
|
46.3
|
|
|
$
|
45.0
|
|
Increases:
|
|
|
|
|
|
||||||
Current year tax positions
|
1.1
|
|
|
0.7
|
|
|
3.3
|
|
|||
Prior year tax positions
|
0.5
|
|
|
1.2
|
|
|
0.2
|
|
|||
Acquired businesses
|
—
|
|
|
—
|
|
|
3.3
|
|
|||
Decreases:
|
|
|
|
|
|
||||||
Prior year tax positions
|
—
|
|
|
0.9
|
|
|
0.9
|
|
|||
Settlement with tax authorities
|
3.0
|
|
|
1.1
|
|
|
2.5
|
|
|||
Expiration of statute of limitations periods
|
6.7
|
|
|
5.8
|
|
|
2.1
|
|
|||
Balance at April 30,
|
$
|
32.3
|
|
|
$
|
40.4
|
|
|
$
|
46.3
|
|
|
NOTE 14
|
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
|
Foreign
Currency
Translation
Adjustment
|
|
Net Gains (Losses)
on Cash Flow
Hedging
Derivatives
(A)
|
|
Pension
and Other
Postretirement
Liabilities
(B)
|
|
Unrealized
Gain (Loss) on
Available-for-Sale
Securities
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
||||||||||
Balance at May 1, 2015
|
|
$
|
(2.3
|
)
|
|
$
|
(5.2
|
)
|
|
$
|
(105.6
|
)
|
|
$
|
3.3
|
|
|
$
|
(109.8
|
)
|
Reclassification adjustments
|
|
—
|
|
|
0.6
|
|
|
10.2
|
|
|
—
|
|
|
10.8
|
|
|||||
Current period credit (charge)
|
|
(10.8
|
)
|
|
—
|
|
|
(54.6
|
)
|
|
0.4
|
|
|
(65.0
|
)
|
|||||
Income tax benefit (expense)
|
|
—
|
|
|
(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 credit (charge)
|
|
(29.9
|
)
|
|
—
|
|
|
39.6
|
|
|
0.6
|
|
|
10.3
|
|
|||||
Income tax benefit (expense)
|
|
—
|
|
|
(0.2
|
)
|
|
(18.7
|
)
|
|
(0.2
|
)
|
|
(19.1
|
)
|
|||||
Balance at April 30, 2017
|
|
$
|
(43.0
|
)
|
|
$
|
(4.4
|
)
|
|
$
|
(100.0
|
)
|
|
$
|
4.0
|
|
|
$
|
(143.4
|
)
|
Reclassification adjustments
|
|
—
|
|
|
0.5
|
|
|
10.7
|
|
|
—
|
|
|
11.2
|
|
|||||
Current period credit (charge)
|
|
26.6
|
|
|
2.7
|
|
|
9.2
|
|
|
(1.7
|
)
|
|
36.8
|
|
|||||
Income tax benefit (expense)
|
|
—
|
|
|
(1.2
|
)
|
|
(5.6
|
)
|
|
0.5
|
|
|
(6.3
|
)
|
|||||
Reclassification of stranded tax effects
(C)
|
|
—
|
|
|
(0.5
|
)
|
|
(15.3
|
)
|
|
0.8
|
|
|
(15.0
|
)
|
|||||
Balance at April 30, 2018
|
|
$
|
(16.4
|
)
|
|
$
|
(2.9
|
)
|
|
$
|
(101.0
|
)
|
|
$
|
3.6
|
|
|
$
|
(116.7
|
)
|
(A)
|
The reclassification from accumulated other comprehensive income (loss) to interest expense was related to terminated interest rate contracts. The 2018 credit relates to the gain on the interest rate contract terminated in December 2017. For additional information, see Note 10: Derivative Financial Instruments.
|
(B)
|
Amortization of net losses was reclassified from accumulated other comprehensive income (loss) to SD&A.
|
(C)
|
During the fourth quarter of 2018, we elected to early adopt ASU 2018-02,
Income Statement – Reporting Comprehensive Income (Topic 220)
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
, which allowed us to reclassify the stranded income tax effects resulting from the Act from accumulated other comprehensive income (loss) to retained earnings. For additional information, see Note 13: Income Taxes.
|
|
NOTE 15
|
|
CONTINGENCIES
|
|
NOTE 16
|
|
GUARANTOR AND NON-GUARANTOR FINANCIAL
INFORMATION
|
NOTE 17
|
|
COMMON SHARES
|
|
|
DIRECTORS
|
||
|
|
|
Kathryn W. Dindo
A
|
Kirk L. Perry
E
|
Mark T. Smucker
|
Retired Vice President and
|
President, Brand Solutions
|
President and Chief Executive Officer
|
Chief Risk Officer
|
Google Inc.
|
The J. M. Smucker Company
|
FirstEnergy Corp.
|
Mountain View, California
|
|
Akron, Ohio
|
|
|
|
|
|
|
|
|
Paul J. Dolan
E
|
Sandra Pianalto
A
|
Richard K. Smucker
|
Chairman and Chief Executive Officer
|
Retired President and
|
Executive Chairman
|
Cleveland Indians
|
Chief Executive Officer
|
The J. M. Smucker Company
|
Cleveland, Ohio
|
Federal Reserve Bank of Cleveland
|
|
|
Cleveland, Ohio
|
|
|
|
|
Jay L. Henderson
A
|
Nancy Lopez Russell
G
|
Timothy P. Smucker
|
Retired Vice Chairman, Client Service
|
Founder
|
Chairman Emeritus
|
PricewaterhouseCoopers LLP
|
Nancy Lopez Golf Company
|
The J. M. Smucker Company
|
Chicago, Illinois
|
Palm City, Florida
|
|
|
|
|
|
|
|
Elizabeth Valk Long
E
|
Alex Shumate
G
|
Dawn C. Willoughby
G
|
Retired Executive Vice President
|
Managing Partner, North America
|
Executive Vice President and
|
Time Inc.
|
Squire Patton Boggs (US) LLP
|
Chief Operating Officer
|
New York, New York
|
Columbus, Ohio
|
The Clorox Company
|
|
|
Oakland, California
|
|
|
|
Gary A. Oatey
E, G
|
|
|
Executive Chairman
|
|
|
Oatey Co.
|
|
|
Cleveland, Ohio
|
|
|
|
|
|
EXECUTIVE OFFICERS
|
||
|
|
|
Richard K. Smucker
|
Barry C. Dunaway*
|
David J. Lemmon*
|
Executive Chairman
|
President, Pet Food and Pet Snacks
|
President, Canada, International, and U.S. Away From Home
|
|
|
|
Mark T. Smucker
|
Tina R. Floyd
|
Jill R. Penrose
|
President and Chief Executive Officer
|
Senior Vice President and General
|
Senior Vice President, Human Resources
|
|
Manager, Consumer Foods
|
and Corporate Communications
|
|
|
|
Mark R. Belgya
|
Jeannette L. Knudsen
|
Joseph Stanziano
|
Vice Chair and Chief Financial Officer
|
Senior Vice President, General Counsel
|
Senior Vice President and General
|
|
and Secretary
|
Manager, Coffee
|
|
|
|
|
Bloomsburg, Pennsylvania
|
|
Lawrence, Kansas
|
|
Ripon, Wisconsin
|
Buffalo, New York
|
|
Lexington, Kentucky
|
|
Scottsville, Kentucky
|
Chico, California
|
|
Memphis, Tennessee
|
|
Seattle, Washington
|
Cincinnati, Ohio
|
|
New Bethlehem, Pennsylvania
|
|
Suffolk, Virginia
|
Decatur, Alabama
|
|
New Orleans, Louisiana (3)
|
|
Toledo, Ohio
|
Grandview, Washington
|
|
Orrville, Ohio
|
|
Topeka, Kansas
|
Havre de Grace, Maryland
|
|
Oxnard, California
|
|
|
|
•
|
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
|
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 de Mexico, S. de R.L. de C.V.
|
|
Mexico
|
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
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Smucker Holdings, B.V.
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Netherlands
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Smucker Holdings, Inc.
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|
Ohio
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Smucker Hong Kong Limited
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Hong Kong
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Smucker International Holding Company
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Ohio
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Smucker International, Inc.
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Ohio
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Smucker International (Shanghai) Co., Ltd.
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China
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Smucker Manufacturing, Inc.
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Ohio
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Smucker Mexico, LLC
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Ohio
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Smucker Natural Foods, Inc.
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California
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Smucker Netherlands, C.V.
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Netherlands
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Smucker Retail Foods, Inc.
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Ohio
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Smucker Sales and Distribution Company
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Ohio
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Smucker Services Company
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Ohio
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The Dickinson Family, Inc.
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Ohio
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The Folger Coffee Company
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Ohio
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The Folgers Coffee Company
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Delaware
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truRoots, Inc.
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California
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Registration Statement
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Registration Number
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Description
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Form S-8
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333-98335
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The J. M. Smucker Company Amended and Restated 1998 Equity and Performance Incentive Plan
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Form S-8
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333-116622
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Amended and Restated 1986 Stock Option Incentive Plan of The J. M. Smucker Company
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|
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Amended and Restated 1989 Stock-Based Incentive Plan of The J. M. Smucker Company
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|
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Amended and Restated 1997 Stock-Based Incentive Plan of The J. M. Smucker Company
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Form S-8
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333-137629
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The J. M. Smucker Company 2006 Equity Compensation Plan
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Form S-8
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333-139167
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The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan
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Form S-8
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333-170653
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The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan
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Form S-3
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333-177279
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Automatic Shelf Registration Statement
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Form S-3
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333-197428
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Automatic Shelf Registration Statement
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Form S-3
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333-220696
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Automatic Shelf Registration Statement
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June 18, 2018
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/s/ Kathryn W. Dindo
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Date
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Director
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June 18, 2018
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/s/ Paul J. Dolan
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Date
|
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Director
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June 18, 2018
|
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/s/ Jay L. Henderson
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Date
|
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Director
|
June 18, 2018
|
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/s/ Elizabeth Valk Long
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Date
|
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Director
|
June 18, 2018
|
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/s/ Gary A. Oatey
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Date
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Director
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June 18, 2018
|
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/s/ Kirk L. Perry
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Date
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Director
|
June 18, 2018
|
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/s/ Sandra Pianalto
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Date
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Director
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June 18, 2018
|
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/s/ Nancy Lopez Russell
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Date
|
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Director
|
June 18, 2018
|
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/s/ Alex Shumate
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Date
|
|
Director
|
June 18, 2018
|
|
/s/ Mark T. Smucker
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Date
|
|
President and Chief Executive Officer and Director
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June 18, 2018
|
|
/s/ Richard K. Smucker
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Date
|
|
Director
|
June 18, 2018
|
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/s/ Timothy P. Smucker
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Date
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Director
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June 18, 2018
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/s/ Dawn C. Willoughby
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Date
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|
Director
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(1)
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I have reviewed this annual report on Form 10-K of The J. M. Smucker Company;
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(2)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
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(4)
|
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;
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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
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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(5)
|
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
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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
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||
Name:
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Mark T. Smucker
|
|
Title:
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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
|
|