☒
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QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Large accelerated filer
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ý
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page No.
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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Three Months Ended July 31,
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||||||
Dollars in millions, except per share data
|
2019
|
|
2018
|
||||
Net sales
|
$
|
1,778.9
|
|
|
$
|
1,902.5
|
|
Cost of products sold
|
1,079.3
|
|
|
1,224.3
|
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||
Gross Profit
|
699.6
|
|
|
678.2
|
|
||
Selling, distribution, and administrative expenses
|
380.5
|
|
|
383.3
|
|
||
Amortization
|
58.8
|
|
|
60.5
|
|
||
Other special project costs (A)
|
3.3
|
|
|
7.7
|
|
||
Other operating expense (income) – net
|
(0.6
|
)
|
|
(0.2
|
)
|
||
Operating Income
|
257.6
|
|
|
226.9
|
|
||
Interest expense – net
|
(49.4
|
)
|
|
(53.6
|
)
|
||
Other income (expense) – net
|
(1.5
|
)
|
|
(0.2
|
)
|
||
Income Before Income Taxes
|
206.7
|
|
|
173.1
|
|
||
Income tax expense
|
52.1
|
|
|
40.1
|
|
||
Net Income
|
$
|
154.6
|
|
|
$
|
133.0
|
|
Earnings per common share:
|
|
|
|
||||
Net Income
|
$
|
1.36
|
|
|
$
|
1.17
|
|
Net Income – Assuming Dilution
|
$
|
1.36
|
|
|
$
|
1.17
|
|
(A)
|
Other special project costs includes integration and restructuring costs. For more information, see Note 4: Integration and Restructuring Costs.
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|
Three Months Ended July 31,
|
||||||
Dollars in millions
|
2019
|
|
2018
|
||||
Net income
|
$
|
154.6
|
|
|
$
|
133.0
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Foreign currency translation adjustments
|
4.5
|
|
|
(6.1
|
)
|
||
Cash flow hedging derivative activity, net of tax
|
(40.8
|
)
|
|
2.1
|
|
||
Pension and other postretirement benefit plans activity, net of tax
|
1.1
|
|
|
1.6
|
|
||
Available-for-sale securities activity, net of tax
|
0.3
|
|
|
0.3
|
|
||
Total Other Comprehensive Income (Loss)
|
(34.9
|
)
|
|
(2.1
|
)
|
||
Comprehensive Income
|
$
|
119.7
|
|
|
$
|
130.9
|
|
Dollars in millions
|
July 31, 2019
|
|
April 30, 2019
|
||||
ASSETS
|
|||||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
48.8
|
|
|
$
|
101.3
|
|
Trade receivables, less allowance for doubtful accounts
|
473.7
|
|
|
503.8
|
|
||
Inventories:
|
|
|
|
||||
Finished products
|
659.0
|
|
|
590.8
|
|
||
Raw materials
|
354.3
|
|
|
319.5
|
|
||
Total Inventory
|
1,013.3
|
|
|
910.3
|
|
||
Other current assets
|
77.7
|
|
|
109.8
|
|
||
Total Current Assets
|
1,613.5
|
|
|
1,625.2
|
|
||
Property, Plant, and Equipment
|
|
|
|
||||
Land and land improvements
|
122.2
|
|
|
122.1
|
|
||
Buildings and fixtures
|
902.9
|
|
|
903.2
|
|
||
Machinery and equipment
|
2,354.7
|
|
|
2,185.0
|
|
||
Construction in progress
|
178.0
|
|
|
321.8
|
|
||
Gross Property, Plant, and Equipment
|
3,557.8
|
|
|
3,532.1
|
|
||
Accumulated depreciation
|
(1,648.6
|
)
|
|
(1,619.7
|
)
|
||
Total Property, Plant, and Equipment
|
1,909.2
|
|
|
1,912.4
|
|
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Other Noncurrent Assets
|
|
|
|
||||
Operating lease right-of-use assets
|
149.2
|
|
|
—
|
|
||
Goodwill
|
6,313.3
|
|
|
6,310.9
|
|
||
Other intangible assets – net
|
6,661.1
|
|
|
6,718.8
|
|
||
Other noncurrent assets
|
145.3
|
|
|
144.0
|
|
||
Total Other Noncurrent Assets
|
13,268.9
|
|
|
13,173.7
|
|
||
Total Assets
|
$
|
16,791.6
|
|
|
$
|
16,711.3
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
503.1
|
|
|
$
|
591.0
|
|
Accrued trade marketing and merchandising
|
205.3
|
|
|
142.7
|
|
||
Current portion of long-term debt
|
799.0
|
|
|
798.5
|
|
||
Short-term borrowings
|
295.9
|
|
|
426.0
|
|
||
Current operating lease liabilities
|
43.2
|
|
|
—
|
|
||
Other current liabilities
|
444.3
|
|
|
383.3
|
|
||
Total Current Liabilities
|
2,290.8
|
|
|
2,341.5
|
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||
Noncurrent Liabilities
|
|
|
|
||||
Long-term debt, less current portion
|
4,685.3
|
|
|
4,686.3
|
|
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Deferred income taxes
|
1,387.2
|
|
|
1,398.6
|
|
||
Noncurrent operating lease liabilities
|
112.9
|
|
|
—
|
|
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Other noncurrent liabilities
|
307.7
|
|
|
314.4
|
|
||
Total Noncurrent Liabilities
|
6,493.1
|
|
|
6,399.3
|
|
||
Total Liabilities
|
8,783.9
|
|
|
8,740.8
|
|
||
Shareholders’ Equity
|
|
|
|
||||
Common shares
|
29.0
|
|
|
28.9
|
|
||
Additional capital
|
5,773.5
|
|
|
5,755.8
|
|
||
Retained income
|
2,421.9
|
|
|
2,367.6
|
|
||
Accumulated other comprehensive income (loss)
|
(216.7
|
)
|
|
(181.8
|
)
|
||
Total Shareholders’ Equity
|
8,007.7
|
|
|
7,970.5
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
16,791.6
|
|
|
$
|
16,711.3
|
|
|
Three Months Ended July 31,
|
||||||
Dollars in millions
|
2019
|
|
2018
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
154.6
|
|
|
$
|
133.0
|
|
Adjustments to reconcile net income to net cash provided by (used for) operations:
|
|
|
|
||||
Depreciation
|
50.8
|
|
|
51.4
|
|
||
Amortization
|
58.8
|
|
|
60.5
|
|
||
Share-based compensation expense
|
6.2
|
|
|
4.6
|
|
||
Other noncash adjustments – net
|
0.2
|
|
|
1.1
|
|
||
Changes in assets and liabilities, net of effect from acquisition:
|
|
|
|
||||
Trade receivables
|
30.4
|
|
|
(52.7
|
)
|
||
Inventories
|
(102.1
|
)
|
|
(65.7
|
)
|
||
Other current assets
|
6.4
|
|
|
21.8
|
|
||
Accounts payable
|
(61.0
|
)
|
|
0.8
|
|
||
Accrued liabilities
|
63.6
|
|
|
52.6
|
|
||
Income and other taxes
|
21.8
|
|
|
58.9
|
|
||
Other – net
|
(8.2
|
)
|
|
(23.3
|
)
|
||
Net Cash Provided by (Used for) Operating Activities
|
221.5
|
|
|
243.0
|
|
||
Investing Activities
|
|
|
|
||||
Business acquired, net of cash acquired
|
—
|
|
|
(1,905.0
|
)
|
||
Additions to property, plant, and equipment
|
(73.0
|
)
|
|
(101.3
|
)
|
||
Other – net
|
20.9
|
|
|
(25.2
|
)
|
||
Net Cash Provided by (Used for) Investing Activities
|
(52.1
|
)
|
|
(2,031.5
|
)
|
||
Financing Activities
|
|
|
|
||||
Short-term borrowings (repayments) – net
|
(130.0
|
)
|
|
386.0
|
|
||
Proceeds from long-term debt
|
—
|
|
|
1,500.0
|
|
||
Quarterly dividends paid
|
(96.5
|
)
|
|
(88.4
|
)
|
||
Purchase of treasury shares
|
(2.9
|
)
|
|
(4.7
|
)
|
||
Proceeds from stock option exercises
|
7.0
|
|
|
—
|
|
||
Other – net
|
(0.2
|
)
|
|
(2.4
|
)
|
||
Net Cash Provided by (Used for) Financing Activities
|
(222.6
|
)
|
|
1,790.5
|
|
||
Effect of exchange rate changes on cash
|
0.7
|
|
|
(2.6
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
(52.5
|
)
|
|
(0.6
|
)
|
||
Cash and cash equivalents at beginning of period
|
101.3
|
|
|
192.6
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
48.8
|
|
|
$
|
192.0
|
|
|
Three Months Ended July 31, 2019
|
|||||||||||||||||||||
Dollars in millions
|
Common
Shares Outstanding
|
|
Common Shares
|
|
Additional Capital
|
|
Retained Income
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Shareholders’ Equity
|
|||||||||||
Balance at May 1, 2019
|
113,742,296
|
|
|
$
|
28.9
|
|
|
$
|
5,755.8
|
|
|
$
|
2,367.6
|
|
|
$
|
(181.8
|
)
|
|
$
|
7,970.5
|
|
Net income
|
|
|
|
|
|
|
|
|
|
154.6
|
|
|
|
|
|
154.6
|
|
|||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
(34.9
|
)
|
|
(34.9
|
)
|
|||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
119.7
|
|
|||||
Purchase of treasury shares
|
(22,793
|
)
|
|
—
|
|
|
(2.7
|
)
|
|
(0.2
|
)
|
|
|
|
|
(2.9
|
)
|
|||||
Stock plans
|
330,289
|
|
|
0.1
|
|
|
20.4
|
|
|
|
|
|
|
|
|
20.5
|
|
|||||
Cash dividends declared, $0.88 per common share
|
|
|
|
|
|
|
|
|
|
(100.1
|
)
|
|
|
|
|
(100.1
|
)
|
|||||
Other
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|||||
Balance at July 31, 2019
|
114,049,792
|
|
|
$
|
29.0
|
|
|
$
|
5,773.5
|
|
|
$
|
2,421.9
|
|
|
$
|
(216.7
|
)
|
|
$
|
8,007.7
|
|
|
Three Months Ended July 31, 2018
|
|||||||||||||||||||||
Dollars in millions
|
Common Shares Outstanding
|
|
Common Shares
|
|
Additional Capital
|
|
Retained Income
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Shareholders’ Equity
|
|||||||||||
Balance at May 1, 2018
|
113,572,840
|
|
|
$
|
28.9
|
|
|
$
|
5,739.7
|
|
|
$
|
2,239.2
|
|
|
$
|
(116.7
|
)
|
|
$
|
7,891.1
|
|
Net income
|
|
|
|
|
|
|
|
|
|
133.0
|
|
|
|
|
|
133.0
|
|
|||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
(2.1
|
)
|
|
(2.1
|
)
|
|||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
130.9
|
|
|||||
Purchase of treasury shares
|
(43,913
|
)
|
|
—
|
|
|
(4.6
|
)
|
|
(0.1
|
)
|
|
|
|
|
(4.7
|
)
|
|||||
Stock plans
|
243,521
|
|
|
—
|
|
|
10.0
|
|
|
|
|
|
|
|
|
10.0
|
|
|||||
Cash dividends declared, $0.85 per common share
|
|
|
|
|
|
|
|
|
|
(96.5
|
)
|
|
|
|
|
(96.5
|
)
|
|||||
Other
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|||||
Balance at July 31, 2018
|
113,772,448
|
|
|
$
|
28.9
|
|
|
$
|
5,745.1
|
|
|
$
|
2,275.6
|
|
|
$
|
(118.8
|
)
|
|
$
|
7,930.8
|
|
|
Three Months Ended July 31,
|
|
Total Costs Incurred to Date at July 31, 2019
|
||||||||
|
2019
|
|
2018
|
|
|||||||
Employee-related costs
|
$
|
0.8
|
|
|
$
|
0.9
|
|
|
$
|
16.3
|
|
Other transition and termination costs
|
2.5
|
|
|
1.1
|
|
|
19.1
|
|
|||
Total integration costs
|
$
|
3.3
|
|
|
$
|
2.0
|
|
|
$
|
35.4
|
|
|
Three Months Ended July 31,
|
||||||
|
2019
|
|
2018
|
||||
Net sales:
|
|
|
|
||||
U.S. Retail Pet Foods
|
$
|
669.9
|
|
|
$
|
671.2
|
|
U.S. Retail Coffee
|
465.7
|
|
|
489.5
|
|
||
U.S. Retail Consumer Foods
|
402.2
|
|
|
483.3
|
|
||
International and Away From Home
|
241.1
|
|
|
258.5
|
|
||
Total net sales
|
$
|
1,778.9
|
|
|
$
|
1,902.5
|
|
Segment profit:
|
|
|
|
||||
U.S. Retail Pet Foods
|
$
|
120.1
|
|
|
$
|
100.4
|
|
U.S. Retail Coffee
|
128.9
|
|
|
147.8
|
|
||
U.S. Retail Consumer Foods
|
81.0
|
|
|
97.3
|
|
||
International and Away From Home
|
32.3
|
|
|
43.4
|
|
||
Total segment profit
|
$
|
362.3
|
|
|
$
|
388.9
|
|
Amortization
|
(58.8
|
)
|
|
(60.5
|
)
|
||
Interest expense – net
|
(49.4
|
)
|
|
(53.6
|
)
|
||
Unallocated derivative gains (losses)
|
29.0
|
|
|
(22.0
|
)
|
||
Other special project costs (A)
|
(3.3
|
)
|
|
(7.7
|
)
|
||
Corporate administrative expenses
|
(71.6
|
)
|
|
(71.8
|
)
|
||
Other income (expense) – net
|
(1.5
|
)
|
|
(0.2
|
)
|
||
Income before income taxes
|
$
|
206.7
|
|
|
$
|
173.1
|
|
(A)
|
Other special project costs includes integration and restructuring costs. For more information, see Note 4: Integration and Restructuring Costs.
|
|
Three Months Ended July 31,
|
||||||
|
2019
|
|
2018
|
||||
Net sales:
|
|
|
|
||||
United States
|
$
|
1,657.6
|
|
|
$
|
1,772.3
|
|
International:
|
|
|
|
||||
Canada
|
$
|
96.8
|
|
|
$
|
98.2
|
|
All other international
|
24.5
|
|
|
32.0
|
|
||
Total international
|
$
|
121.3
|
|
|
$
|
130.2
|
|
Total net sales
|
$
|
1,778.9
|
|
|
$
|
1,902.5
|
|
|
Three Months Ended July 31,
|
|
||||||
|
2019
|
|
2018
|
Primary Reportable Segment (A)
|
||||
Coffee
|
$
|
546.7
|
|
|
$
|
578.3
|
|
U.S. Retail Coffee
|
Dog food
|
295.6
|
|
|
308.5
|
|
U.S. Retail Pet Foods
|
||
Cat food
|
195.9
|
|
|
189.0
|
|
U.S. Retail Pet Foods
|
||
Pet snacks
|
193.2
|
|
|
187.8
|
|
U.S. Retail Pet Foods
|
||
Peanut butter
|
177.9
|
|
|
199.2
|
|
U.S. Retail Consumer Foods
|
||
Fruit spreads
|
89.2
|
|
|
85.6
|
|
U.S. Retail Consumer Foods
|
||
Frozen handheld
|
71.5
|
|
|
64.5
|
|
U.S. Retail Consumer Foods
|
||
Shortening and oils
|
51.5
|
|
|
52.9
|
|
U.S. Retail Consumer Foods
|
||
Portion control
|
39.4
|
|
|
40.9
|
|
International and Away From Home
|
||
Juices and beverages
|
31.2
|
|
|
32.2
|
|
U.S. Retail Consumer Foods
|
||
Baking mixes and ingredients
|
13.7
|
|
|
84.3
|
|
International and Away From Home (B)
|
||
Other
|
73.1
|
|
|
79.3
|
|
International and Away From Home
|
||
Total net sales
|
$
|
1,778.9
|
|
|
$
|
1,902.5
|
|
|
(A)
|
The primary reportable segment generally represents at least 75 percent of total net sales for each respective product category.
|
(B)
|
During the three months ended July 31, 2018, the primary reportable segment was U.S. Retail Consumer Foods, as the majority of the net sales within this category were related to the divested U.S. baking business. For more information, see Note 5: Divestiture.
|
|
Three Months Ended July 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income
|
$
|
154.6
|
|
|
$
|
133.0
|
|
Less: Net income allocated to participating securities
|
0.8
|
|
|
0.7
|
|
||
Net income allocated to common stockholders
|
$
|
153.8
|
|
|
$
|
132.3
|
|
Weighted-average common shares outstanding
|
113.2
|
|
|
113.1
|
|
||
Add: Dilutive effect of stock options
|
0.1
|
|
|
—
|
|
||
Weighted-average common shares outstanding – assuming dilution
|
113.3
|
|
|
113.1
|
|
||
Net income per common share
|
$
|
1.36
|
|
|
$
|
1.17
|
|
Net income per common share – assuming dilution
|
$
|
1.36
|
|
|
$
|
1.17
|
|
|
July 31, 2019
|
|
April 30, 2019
|
||||||||||||
|
Principal
Outstanding
|
|
Carrying
Amount (A)
|
|
Principal
Outstanding
|
|
Carrying
Amount (A)
|
||||||||
2.20% Senior Notes due December 6, 2019
|
$
|
300.0
|
|
|
$
|
299.7
|
|
|
$
|
300.0
|
|
|
$
|
299.5
|
|
2.50% Senior Notes due March 15, 2020
|
500.0
|
|
|
499.3
|
|
|
500.0
|
|
|
499.0
|
|
||||
3.50% Senior Notes due October 15, 2021
|
750.0
|
|
|
766.6
|
|
|
750.0
|
|
|
768.4
|
|
||||
3.00% Senior Notes due March 15, 2022
|
400.0
|
|
|
398.2
|
|
|
400.0
|
|
|
398.0
|
|
||||
3.50% Senior Notes due March 15, 2025
|
1,000.0
|
|
|
995.4
|
|
|
1,000.0
|
|
|
995.2
|
|
||||
3.38% Senior Notes due December 15, 2027
|
500.0
|
|
|
496.3
|
|
|
500.0
|
|
|
496.2
|
|
||||
4.25% Senior Notes due March 15, 2035
|
650.0
|
|
|
643.6
|
|
|
650.0
|
|
|
643.5
|
|
||||
4.38% Senior Notes due March 15, 2045
|
600.0
|
|
|
586.1
|
|
|
600.0
|
|
|
586.0
|
|
||||
Term Loan Credit Agreement due May 14, 2021
|
800.0
|
|
|
799.1
|
|
|
800.0
|
|
|
799.0
|
|
||||
Total long-term debt
|
$
|
5,500.0
|
|
|
$
|
5,484.3
|
|
|
$
|
5,500.0
|
|
|
$
|
5,484.8
|
|
Current portion of long-term debt
|
800.0
|
|
|
799.0
|
|
|
800.0
|
|
|
798.5
|
|
||||
Total long-term debt, less current portion
|
$
|
4,700.0
|
|
|
$
|
4,685.3
|
|
|
$
|
4,700.0
|
|
|
$
|
4,686.3
|
|
(A)
|
Represents the carrying amount included in the Condensed Consolidated Balance Sheets, which includes the impact of capitalized debt issuance costs, terminated interest rate contracts, and offering discounts.
|
|
Three Months Ended July 31,
|
||||||||||||||
|
Defined Benefit Pension Plans
|
|
Other Postretirement Benefits
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service cost
|
$
|
0.4
|
|
|
$
|
0.6
|
|
|
$
|
0.5
|
|
|
$
|
0.4
|
|
Interest cost
|
5.2
|
|
|
5.9
|
|
|
0.6
|
|
|
0.6
|
|
||||
Expected return on plan assets
|
(6.0
|
)
|
|
(6.8
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of net actuarial loss (gain)
|
2.0
|
|
|
2.0
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Amortization of prior service cost (credit)
|
0.2
|
|
|
0.2
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||
Net periodic benefit cost
|
$
|
1.8
|
|
|
$
|
1.9
|
|
|
$
|
0.7
|
|
|
$
|
0.6
|
|
|
July 31, 2019
|
||||||||||||||
|
Other
Current
Assets
|
|
Other
Current
Liabilities
|
|
Other
Noncurrent
Assets
|
|
Other
Noncurrent
Liabilities
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
—
|
|
|
$
|
102.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivatives designated as hedging instruments
|
$
|
—
|
|
|
$
|
102.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
5.9
|
|
|
$
|
13.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency exchange contracts
|
0.3
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
||||
Total derivatives not designated as hedging instruments
|
$
|
6.2
|
|
|
$
|
13.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivative instruments
|
$
|
6.2
|
|
|
$
|
115.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
April 30, 2019
|
||||||||||||||
|
Other
Current
Assets
|
|
Other
Current
Liabilities
|
|
Other
Noncurrent
Assets
|
|
Other
Noncurrent
Liabilities
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
—
|
|
|
$
|
49.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivatives designated as hedging instruments
|
$
|
—
|
|
|
$
|
49.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
4.8
|
|
|
$
|
25.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency exchange contracts
|
1.4
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||
Total derivatives not designated as hedging instruments
|
$
|
6.2
|
|
|
$
|
26.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivative instruments
|
$
|
6.2
|
|
|
$
|
75.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended July 31,
|
||||||
|
2019
|
|
2018
|
||||
Gains (losses) recognized in other comprehensive income (loss)
|
$
|
(53.0
|
)
|
|
$
|
2.6
|
|
Less: Gains (losses) reclassified from accumulated other comprehensive income (loss)
to interest expense
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Change in accumulated other comprehensive income (loss)
|
$
|
(52.9
|
)
|
|
$
|
2.7
|
|
|
Three Months Ended July 31,
|
||||||
|
2019
|
|
2018
|
||||
Gains (losses) on commodity contracts
|
$
|
12.6
|
|
|
$
|
(26.9
|
)
|
Gains (losses) on foreign currency exchange contracts
|
(1.0
|
)
|
|
0.7
|
|
||
Total gains (losses) recognized in cost of products sold
|
$
|
11.6
|
|
|
$
|
(26.2
|
)
|
|
Three Months Ended July 31,
|
||||||
|
2019
|
|
2018
|
||||
Net gains (losses) on mark-to-market valuation of unallocated derivative positions
|
$
|
11.6
|
|
|
$
|
(26.2
|
)
|
Less: Net gains (losses) on derivative positions reclassified to segment operating profit
|
(17.4
|
)
|
|
(4.2
|
)
|
||
Unallocated derivative gains (losses)
|
$
|
29.0
|
|
|
$
|
(22.0
|
)
|
|
July 31, 2019
|
|
April 30, 2019
|
||||
Commodity contracts
|
$
|
579.2
|
|
|
$
|
544.8
|
|
Foreign currency exchange contracts
|
129.3
|
|
|
144.9
|
|
||
Interest rate contracts
|
800.0
|
|
|
800.0
|
|
|
July 31, 2019
|
|
April 30, 2019
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Marketable securities and other investments
|
$
|
40.9
|
|
|
$
|
40.9
|
|
|
$
|
40.9
|
|
|
$
|
40.9
|
|
Derivative financial instruments – net
|
(109.7
|
)
|
|
(109.7
|
)
|
|
(68.9
|
)
|
|
(68.9
|
)
|
||||
Total long-term debt
|
(5,484.3
|
)
|
|
(5,656.6
|
)
|
|
(5,484.8
|
)
|
|
(5,504.0
|
)
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Fair Value at July 31, 2019
|
||||||||
Marketable securities and other investments: (A)
|
|
|
|
|
|
|
|
||||||||
Equity mutual funds
|
$
|
8.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.7
|
|
Municipal obligations
|
—
|
|
|
31.9
|
|
|
—
|
|
|
31.9
|
|
||||
Money market funds
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||
Derivative financial instruments: (B)
|
|
|
|
|
|
|
|
||||||||
Commodity contracts – net
|
(7.3
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(7.4
|
)
|
||||
Foreign currency exchange contracts – net
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||
Interest rate contracts
|
—
|
|
|
(102.1
|
)
|
|
—
|
|
|
(102.1
|
)
|
||||
Total long-term debt (C)
|
(4,813.1
|
)
|
|
(843.5
|
)
|
|
—
|
|
|
(5,656.6
|
)
|
||||
Total financial instruments measured at fair value
|
$
|
(4,811.6
|
)
|
|
$
|
(913.8
|
)
|
|
$
|
—
|
|
|
$
|
(5,725.4
|
)
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Fair Value at
April 30, 2019
|
||||||||
Marketable securities and other investments: (A)
|
|
|
|
|
|
|
|
||||||||
Equity mutual funds
|
$
|
8.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.7
|
|
Municipal obligations
|
—
|
|
|
31.7
|
|
|
—
|
|
|
31.7
|
|
||||
Money market funds
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||
Derivative financial instruments: (B)
|
|
|
|
|
|
|
|
||||||||
Commodity contracts – net
|
(20.7
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(21.0
|
)
|
||||
Foreign currency exchange contracts – net
|
(0.1
|
)
|
|
1.3
|
|
|
—
|
|
|
1.2
|
|
||||
Interest rate contracts
|
—
|
|
|
(49.1
|
)
|
|
—
|
|
|
(49.1
|
)
|
||||
Total long-term debt (C)
|
(4,646.6
|
)
|
|
(857.4
|
)
|
|
—
|
|
|
(5,504.0
|
)
|
||||
Total financial instruments measured at fair value
|
$
|
(4,658.2
|
)
|
|
$
|
(873.8
|
)
|
|
$
|
—
|
|
|
$
|
(5,532.0
|
)
|
(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 July 31, 2019, our municipal obligations are scheduled to mature as follows: $0.3 in 2020, $1.0 in 2021, $1.6 in 2022,
|
(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. The Level 2 interest rate contracts are valued using standard valuation techniques, the income approach, and observable Level 2 market expectations at the measurement date to convert future amounts to a single discounted present value. Level 2 inputs for the valuation of the interest rate contracts are limited to prices that are observable for the asset or liability. For additional information, see Note 10: Derivative Financial Instruments.
|
(C)
|
Long-term debt is composed of public Senior Notes classified as Level 1 and the Term Loan classified as Level 2. The public Senior Notes are traded in an active secondary market and valued using quoted prices. The fair value of the Term Loan is based on the net present value of each interest and principal payment calculated utilizing an interest rate derived from an estimated yield curve obtained from independent pricing sources for similar types of term loan borrowing arrangements. For additional information, see Note 8: Debt and Financing Arrangements.
|
|
July 31, 2019
|
||
Operating lease right-of-use assets
|
$
|
149.2
|
|
Operating lease liabilities:
|
|
||
Current operating lease liabilities
|
$
|
43.2
|
|
Noncurrent operating lease liabilities
|
112.9
|
|
|
Total operating lease liabilities
|
$
|
156.1
|
|
|
|
||
Finance lease right-of-use assets:
|
|
||
Machinery and equipment
|
$
|
12.1
|
|
Accumulated depreciation
|
(6.1
|
)
|
|
Total property, plant, and equipment
|
$
|
6.0
|
|
Finance lease liabilities:
|
|
||
Other current liabilities
|
$
|
2.5
|
|
Other noncurrent liabilities
|
3.7
|
|
|
Total finance lease liabilities
|
$
|
6.2
|
|
|
Three Months Ended July 31, 2019
|
||
Operating lease cost
|
$
|
12.4
|
|
Finance lease cost:
|
|
||
Amortization of right-of-use assets
|
0.8
|
|
|
Interest on lease liabilities
|
0.1
|
|
|
Variable lease cost
|
6.3
|
|
|
Short-term lease cost
|
7.7
|
|
|
Sublease income
|
(0.8
|
)
|
|
Net lease cost
|
$
|
26.5
|
|
|
Three Months Ended July 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
13.1
|
|
Operating cash flows from finance leases
|
0.1
|
|
|
Financing cash flows from finance leases
|
0.7
|
|
|
Right-of-use assets obtained in exchange for new lease liabilities:
|
|
||
Operating leases
|
—
|
|
|
Finance leases
|
0.5
|
|
|
July 31, 2019
|
||||||
|
Operating Leases
|
|
Finance Leases
|
||||
2020 (remainder of the year)
|
$
|
36.7
|
|
|
$
|
2.1
|
|
2021
|
40.0
|
|
|
1.9
|
|
||
2022
|
33.0
|
|
|
1.3
|
|
||
2023
|
26.7
|
|
|
0.5
|
|
||
2024
|
13.5
|
|
|
0.3
|
|
||
2025 and beyond
|
18.5
|
|
|
0.4
|
|
||
Total undiscounted minimum lease payments
|
$
|
168.4
|
|
|
$
|
6.5
|
|
Less: Imputed interest
|
12.3
|
|
|
0.3
|
|
||
Lease liabilities
|
$
|
156.1
|
|
|
$
|
6.2
|
|
|
July 31, 2019
|
|
Weighted average remaining lease term (in years):
|
|
|
Operating leases
|
4.5
|
|
Finance leases
|
3.4
|
|
|
|
|
Weighted average discount rate:
|
|
|
Operating leases
|
3.2
|
%
|
Finance leases
|
3.3
|
%
|
|
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, 2019
|
$
|
(35.5
|
)
|
|
$
|
(40.4
|
)
|
|
$
|
(110.0
|
)
|
|
$
|
4.1
|
|
|
$
|
(181.8
|
)
|
Reclassification adjustments
|
—
|
|
|
0.1
|
|
|
1.4
|
|
|
—
|
|
|
1.5
|
|
|||||
Current period credit (charge)
|
4.5
|
|
|
(53.0
|
)
|
|
—
|
|
|
0.4
|
|
|
(48.1
|
)
|
|||||
Income tax benefit (expense)
|
—
|
|
|
12.1
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
11.7
|
|
|||||
Balance at July 31, 2019
|
$
|
(31.0
|
)
|
|
$
|
(81.2
|
)
|
|
$
|
(108.9
|
)
|
|
$
|
4.4
|
|
|
$
|
(216.7
|
)
|
|
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, 2018
|
$
|
(16.4
|
)
|
|
$
|
(2.9
|
)
|
|
$
|
(101.0
|
)
|
|
$
|
3.6
|
|
|
$
|
(116.7
|
)
|
Reclassification adjustments
|
—
|
|
|
0.1
|
|
|
2.2
|
|
|
—
|
|
|
2.3
|
|
|||||
Current period credit (charge)
|
(6.1
|
)
|
|
2.6
|
|
|
—
|
|
|
0.4
|
|
|
(3.1
|
)
|
|||||
Income tax benefit (expense)
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|
(0.1
|
)
|
|
(1.3
|
)
|
|||||
Balance at July 31, 2018
|
$
|
(22.5
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
(99.4
|
)
|
|
$
|
3.9
|
|
|
$
|
(118.8
|
)
|
(A)
|
The reclassification from accumulated other comprehensive income (loss) to interest expense was related to terminated interest rate contracts. The current period credit (charge) relates to the unrealized gains (losses) on the interest rate contracts entered into in November 2018 and June 2018. For additional information, see Note 10: Derivative Financial Instruments.
|
(B)
|
Amortization of net losses and prior service costs was reclassified from accumulated other comprehensive income (loss) to other income (expense) – net.
|
|
July 31, 2019
|
|
April 30, 2019
|
||
Common shares authorized
|
300.0
|
|
|
300.0
|
|
Common shares outstanding
|
114.0
|
|
|
113.7
|
|
Treasury shares
|
32.5
|
|
|
32.8
|
|
|
Three Months Ended July 31,
|
|||||||||
|
2019
|
|
2018
|
|
% Increase (Decrease)
|
|||||
Net sales
|
$
|
1,778.9
|
|
|
$
|
1,902.5
|
|
|
(6
|
)%
|
Gross profit
|
$
|
699.6
|
|
|
$
|
678.2
|
|
|
3
|
|
% of net sales
|
39.3
|
%
|
|
35.6
|
%
|
|
|
|||
Operating income
|
$
|
257.6
|
|
|
$
|
226.9
|
|
|
14
|
|
% of net sales
|
14.5
|
%
|
|
11.9
|
%
|
|
|
|||
Net income:
|
|
|
|
|
|
|||||
Net income
|
$
|
154.6
|
|
|
$
|
133.0
|
|
|
16
|
|
Net income per common share – assuming dilution
|
$
|
1.36
|
|
|
$
|
1.17
|
|
|
16
|
|
Adjusted gross profit (A)
|
$
|
670.6
|
|
|
$
|
700.2
|
|
|
(4
|
)
|
% of net sales
|
37.7
|
%
|
|
36.8
|
%
|
|
|
|||
Adjusted operating income (A)
|
$
|
290.7
|
|
|
$
|
317.1
|
|
|
(8
|
)
|
% of net sales
|
16.3
|
%
|
|
16.7
|
%
|
|
|
|||
Adjusted income: (A)
|
|
|
|
|
|
|||||
Income
|
$
|
179.7
|
|
|
$
|
202.4
|
|
|
(11
|
)
|
Earnings per share – assuming dilution
|
$
|
1.58
|
|
|
$
|
1.78
|
|
|
(11
|
)
|
(A)
|
We use non-GAAP financial measures to evaluate our performance. Refer to “Non-GAAP Financial Measures” in this discussion and analysis for a reconciliation to the comparable GAAP financial measure.
|
|
Three Months Ended July 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
Increase
(Decrease)
|
|
%
|
|||||||
Net sales
|
$
|
1,778.9
|
|
|
$
|
1,902.5
|
|
|
$
|
(123.6
|
)
|
|
(6
|
)%
|
Ainsworth acquisition
|
(25.4
|
)
|
|
—
|
|
|
(25.4
|
)
|
|
(1
|
)
|
|||
Baking divestiture
|
—
|
|
|
(73.1
|
)
|
|
73.1
|
|
|
4
|
|
|||
Foreign currency exchange
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|
—
|
|
|||
Net sales excluding acquisition, divestiture, and foreign currency exchange (A)
|
$
|
1,755.3
|
|
|
$
|
1,829.4
|
|
|
$
|
(74.1
|
)
|
|
(4
|
)%
|
(A)
|
Net sales excluding acquisition, divestiture, and foreign currency exchange is a non-GAAP financial measure used to evaluate performance internally. This measure provides useful information because it enables comparison of results on a year-over-year basis.
|
|
Three Months Ended July 31,
|
||||
|
2019
|
|
2018
|
||
Gross profit
|
39.3
|
%
|
|
35.6
|
%
|
Selling, distribution, and administrative expenses:
|
|
|
|
||
Marketing
|
7.5
|
%
|
|
7.4
|
%
|
Selling
|
3.9
|
|
|
3.5
|
|
Distribution
|
3.6
|
|
|
3.5
|
|
General and administrative
|
6.5
|
|
|
5.8
|
|
Total selling, distribution, and administrative expenses
|
21.4
|
%
|
|
20.1
|
%
|
Amortization
|
3.3
|
|
|
3.2
|
|
Other special project costs
|
0.2
|
|
|
0.4
|
|
Operating income
|
14.5
|
%
|
|
11.9
|
%
|
|
Three Months Ended July 31,
|
|||||||||
|
2019
|
|
2018
|
|
% Increase
(Decrease)
|
|||||
Net sales:
|
|
|
|
|
|
|||||
U.S. Retail Pet Foods
|
$
|
669.9
|
|
|
$
|
671.2
|
|
|
—
|
%
|
U.S. Retail Coffee
|
465.7
|
|
|
489.5
|
|
|
(5
|
)
|
||
U.S. Retail Consumer Foods
|
402.2
|
|
|
483.3
|
|
|
(17
|
)
|
||
International and Away From Home
|
241.1
|
|
|
258.5
|
|
|
(7
|
)
|
||
Segment profit:
|
|
|
|
|
|
|
||||
U.S. Retail Pet Foods
|
$
|
120.1
|
|
|
$
|
100.4
|
|
|
20
|
%
|
U.S. Retail Coffee
|
128.9
|
|
|
147.8
|
|
|
(13
|
)
|
||
U.S. Retail Consumer Foods
|
81.0
|
|
|
97.3
|
|
|
(17
|
)
|
||
International and Away From Home
|
32.3
|
|
|
43.4
|
|
|
(26
|
)
|
||
Segment profit margin:
|
|
|
|
|
|
|||||
U.S. Retail Pet Foods
|
17.9
|
%
|
|
15.0
|
%
|
|
|
|||
U.S. Retail Coffee
|
27.7
|
|
|
30.2
|
|
|
|
|||
U.S. Retail Consumer Foods
|
20.1
|
|
|
20.1
|
|
|
|
|||
International and Away From Home
|
13.4
|
|
|
16.8
|
|
|
|
|
Three Months Ended July 31,
|
||||||
|
2019
|
|
2018
|
||||
Net cash provided by (used for) operating activities
|
$
|
221.5
|
|
|
$
|
243.0
|
|
Net cash provided by (used for) investing activities
|
(52.1
|
)
|
|
(2,031.5
|
)
|
||
Net cash provided by (used for) financing activities
|
(222.6
|
)
|
|
1,790.5
|
|
||
|
|
|
|
||||
Net cash provided by (used for) operating activities
|
$
|
221.5
|
|
|
$
|
243.0
|
|
Additions to property, plant, and equipment
|
(73.0
|
)
|
|
(101.3
|
)
|
||
Free cash flow (A)
|
$
|
148.5
|
|
|
$
|
141.7
|
|
(A)
|
Free cash flow is a non-GAAP financial measure used by management to evaluate the amount of cash available for debt repayment, dividend distribution, acquisition opportunities, share repurchases, and other corporate purposes.
|
|
July 31, 2019
|
|
April 30, 2019
|
||||
Current portion of long-term debt
|
$
|
799.0
|
|
|
$
|
798.5
|
|
Short-term borrowings
|
295.9
|
|
|
426.0
|
|
||
Long-term debt, less current portion
|
4,685.3
|
|
|
4,686.3
|
|
||
Total debt
|
$
|
5,780.2
|
|
|
$
|
5,910.8
|
|
Shareholders’ equity
|
8,007.7
|
|
|
7,970.5
|
|
||
Total capital
|
$
|
13,787.9
|
|
|
$
|
13,881.3
|
|
|
Three Months Ended July 31,
|
||||||
|
2019
|
|
2018
|
||||
Gross profit reconciliation:
|
|
|
|
||||
Gross profit
|
$
|
699.6
|
|
|
$
|
678.2
|
|
Unallocated derivative losses (gains)
|
(29.0
|
)
|
|
22.0
|
|
||
Adjusted gross profit
|
$
|
670.6
|
|
|
$
|
700.2
|
|
Operating income reconciliation:
|
|
|
|
||||
Operating income
|
$
|
257.6
|
|
|
$
|
226.9
|
|
Amortization
|
58.8
|
|
|
60.5
|
|
||
Unallocated derivative losses (gains)
|
(29.0
|
)
|
|
22.0
|
|
||
Other special project costs
|
3.3
|
|
|
7.7
|
|
||
Adjusted operating income
|
$
|
290.7
|
|
|
$
|
317.1
|
|
Net income reconciliation:
|
|
|
|
||||
Net income
|
$
|
154.6
|
|
|
$
|
133.0
|
|
Income tax expense
|
52.1
|
|
|
40.1
|
|
||
Amortization
|
58.8
|
|
|
60.5
|
|
||
Unallocated derivative losses (gains)
|
(29.0
|
)
|
|
22.0
|
|
||
Other special project costs
|
3.3
|
|
|
7.7
|
|
||
Adjusted income before income taxes
|
$
|
239.8
|
|
|
$
|
263.3
|
|
Income taxes, as adjusted
|
60.1
|
|
|
60.9
|
|
||
Adjusted income
|
$
|
179.7
|
|
|
$
|
202.4
|
|
Weighted-average shares – assuming dilution
|
113.9
|
|
|
113.7
|
|
||
Adjusted earnings per share – assuming dilution
|
$
|
1.58
|
|
|
$
|
1.78
|
|
|
July 31, 2019
|
|
April 30, 2019
|
||||
High
|
$
|
45.8
|
|
|
$
|
51.6
|
|
Low
|
19.9
|
|
|
25.3
|
|
||
Average
|
33.4
|
|
|
37.0
|
|
•
|
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 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 and interest rate 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, including tariffs;
|
•
|
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.
|
(a)
|
Shares in this column include shares repurchased from stock plan recipients in lieu of cash payments.
|
(d)
|
As of July 31, 2019, there were 3,586,598 common shares remaining available for future repurchase pursuant to the Board's authorizations.
|
August 27, 2019
|
THE J. M. SMUCKER COMPANY
|
|
|
|
/s/ Mark T. Smucker
|
|
By: MARK T. SMUCKER
|
|
President and Chief Executive Officer
|
|
|
|
/s/ Mark R. Belgya
|
|
By: MARK R. BELGYA
|
|
Vice Chair and Chief Financial Officer
|
Exhibit Number
|
Exhibit Description
|
101.INS
|
XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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
|
104
|
The cover page of this Quarterly Report on Form 10-Q for the quarter ended July 31, 2019, formatted in Inline XBRL
|
(1)
|
I have reviewed this quarterly report on Form 10-Q of The J. M. Smucker Company;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Mark T. Smucker
|
||
Name:
|
|
Mark T. Smucker
|
Title:
|
|
President and Chief Executive Officer
|
(1)
|
I have reviewed this quarterly report on Form 10-Q of The J. M. Smucker Company;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Mark R. Belgya
|
||
Name:
|
|
Mark R. Belgya
|
Title:
|
|
Vice Chair and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
/s/ Mark T. Smucker
|
||
Name:
|
|
Mark T. Smucker
|
Title:
|
|
President and Chief Executive Officer
|
|
|
|
/s/ Mark R. Belgya
|
||
Name:
|
|
Mark R. Belgya
|
Title:
|
|
Vice Chair and Chief Financial Officer
|