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  • 10-Q (Aug 31, 2017)
  • 10-Q (Feb 24, 2017)
  • 10-Q (Nov 22, 2016)
  • 10-Q (Aug 30, 2016)
  • 10-Q (Mar 3, 2016)
  • 10-Q (Dec 4, 2015)

 
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Other

SMUCKER J M CO 10-Q 2016

Documents found in this filing:

  1. 10-Q
  2. Ex-12.1
  3. Ex-31.1
  4. Ex-31.2
  5. Ex-32
  6. Ex-32
10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________________ 
FORM 10-Q
___________________________________________________ 
ý
QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2016
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 1-5111
 ___________________________________________________
THE J. M. SMUCKER COMPANY
(Exact name of registrant as specified in its charter)
___________________________________________________ 
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
 
N/A
(Former name, former address and former fiscal year, if changed since last report)
 ___________________________________________________
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.  Yes  ý    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ý    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
ý
Accelerated filer
 
o
 
 
 
 
Non-accelerated filer
 
o  (Do not check if a smaller reporting company)
Smaller Reporting Company
 
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o    No  ý
The Company had 119,684,293 common shares outstanding on March 1, 2016.
The Exhibit Index is located at Page No. 42.

 
 
 


TABLE OF CONTENTS
 

1



PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
THE J. M. SMUCKER COMPANY
CONDENSED STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)
 
 
Three Months Ended January 31,
 
Nine Months Ended January 31,
Dollars in millions, except per share data
2016
 
2015
 
2016
 
2015
Net sales
$
1,973.9

 
$
1,440.0

 
$
6,003.6

 
$
4,245.6

Cost of products sold
1,210.1

 
917.1

 
3,723.8

 
2,707.5

Gross Profit
763.8

 
522.9

 
2,279.8

 
1,538.1

Selling, distribution, and administrative expenses
381.1

 
237.3

 
1,158.5

 
743.1

Amortization
52.2

 
25.2

 
158.2

 
75.3

Other special project costs (A)
41.4

 
5.9

 
94.9

 
17.3

Other operating (income) expense – net
(29.2
)
 
(0.6
)
 
(31.0
)
 
0.9

Operating Income
318.3

 
255.1

 
899.2

 
701.5

Interest expense – net
(43.6
)
 
(16.8
)
 
(130.6
)
 
(50.4
)
Other income (expense) – net
0.6

 
0.1

 
(0.9
)
 
1.7

Income Before Income Taxes
275.3

 
238.4

 
767.7

 
652.8

Income taxes
90.0

 
77.5

 
270.0

 
217.6

Net Income
$
185.3

 
$
160.9

 
$
497.7

 
$
435.2

Earnings per common share:
 
 
 
 
 
 
 
Net Income
$
1.55

 
$
1.58

 
$
4.16

 
$
4.28

Net Income - Assuming Dilution
$
1.55

 
$
1.58

 
$
4.16

 
$
4.28

Dividends Declared per Common Share
$
0.67

 
$
0.64

 
$
2.01

 
$
1.92

 
(A)
Other special project costs includes restructuring and merger and integration costs. For more information on businesses acquired, see Note 3: Acquisitions.
See notes to unaudited condensed consolidated financial statements.

2



THE J. M. SMUCKER COMPANY
CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
(Unaudited)
 
 
Three Months Ended January 31,
 
Nine Months Ended January 31,
Dollars in millions
2016
 
2015
 
2016
 
2015
Net income
$
185.3

 
$
160.9

 
$
497.7

 
$
435.2

Other comprehensive loss:
 
 
 
 
 
 
 
Foreign currency translation adjustments
(21.5
)
 
(35.2
)
 
(44.4
)
 
(49.6
)
Cash flow hedging derivative activity, net of tax
0.1

 
(5.9
)
 
0.3

 
(17.6
)
Pension and other postretirement benefit plans activity, net of tax
3.0

 
5.5

 
7.1

 
8.4

Available-for-sale securities activity, net of tax
0.4

 
0.3

 

 
0.9

Total Other Comprehensive Loss
(18.0
)
 
(35.3
)
 
(37.0
)
 
(57.9
)
Comprehensive Income
$
167.3

 
$
125.6

 
$
460.7

 
$
377.3

See notes to unaudited condensed consolidated financial statements.

3



THE J. M. SMUCKER COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
January 31, 2016
 
April 30, 2015
Dollars in millions
 
 
 
ASSETS
Current Assets
 
 
 
Cash and cash equivalents
$
140.5

 
$
125.6

Trade receivables, less allowance for doubtful accounts
503.8

 
430.1

Inventories:
 
 
 
Finished products
622.2

 
815.0

Raw materials
319.8

 
348.6

Total Inventory
942.0

 
1,163.6

Other current assets
212.1

 
340.9

Total Current Assets
1,798.4

 
2,060.2

Property, Plant, and Equipment
 
 
 
Land and land improvements
114.5

 
113.7

Buildings and fixtures
718.5

 
666.3

Machinery and equipment
1,850.6

 
1,783.8

Construction in progress
73.1

 
135.3

Gross Property, Plant, and Equipment
2,756.7

 
2,699.1

Accumulated depreciation
(1,132.8
)
 
(1,020.8
)
Total Property, Plant, and Equipment
1,623.9

 
1,678.3

Other Noncurrent Assets
 
 
 
Goodwill
5,944.9

 
6,011.6

Other intangible assets – net
6,715.0

 
6,950.3

Other noncurrent assets
199.3

 
182.2

Total Other Noncurrent Assets
12,859.2

 
13,144.1

Total Assets
$
16,281.5

 
$
16,882.6

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
 
 
 
Accounts payable
$
371.0

 
$
402.8

Accrued trade marketing and merchandising
145.3

 
104.9

Short-term borrowings
138.0

 
226.0

Other current liabilities
351.7

 
288.9

Total Current Liabilities
1,006.0

 
1,022.6

Noncurrent Liabilities
 
 
 
Long-term debt
5,146.3

 
5,944.9

Deferred income taxes
2,461.8

 
2,473.3

Other noncurrent liabilities
341.9

 
354.9

Total Noncurrent Liabilities
7,950.0

 
8,773.1

Total Liabilities
8,956.0

 
9,795.7

Shareholders’ Equity
 
 
 
Common shares
29.9

 
29.9

Additional capital
6,027.4

 
6,007.7

Retained income
1,415.0

 
1,159.2

Amount due from ESOP Trust

 
(0.1
)
Accumulated other comprehensive loss
(146.8
)
 
(109.8
)
Total Shareholders’ Equity
7,325.5

 
7,086.9

Total Liabilities and Shareholders’ Equity
$
16,281.5

 
$
16,882.6

See notes to unaudited condensed consolidated financial statements.

4



THE J. M. SMUCKER COMPANY
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
 
Nine Months Ended January 31,
Dollars in millions
2016
 
2015
Operating Activities
 
 
 
Net income
$
497.7

 
$
435.2

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation
165.5

 
114.1

Amortization
158.2

 
75.3

Share-based compensation expense
26.9

 
15.9

Gain on divestiture
(25.3
)
 

Loss on disposal of assets – net
3.8

 
4.3

Other noncash adjustments
(1.5
)
 
(0.6
)
Defined benefit pension contributions
(2.4
)
 
(4.3
)
Changes in assets and liabilities, net of effect from businesses acquired:
 
 
 
Trade receivables
(79.0
)
 
(65.3
)
Inventories
192.1

 
(16.5
)
Other current assets
27.7

 
43.0

Accounts payable
(14.8
)
 
(68.9
)
Accrued liabilities
108.1

 
(60.5
)
Proceeds from settlement of interest rate swap

 
53.5

Income and other taxes
66.7

 
8.2

Other – net
(0.9
)
 
(21.8
)
Net Cash Provided by Operating Activities
1,122.8

 
511.6

Investing Activities
 
 
 
Business acquired, net of cash acquired
7.9

 
(80.5
)
Equity investment in affiliate
(16.0
)
 

Additions to property, plant, and equipment
(160.8
)
 
(162.1
)
Proceeds from divestiture
193.7

 

Proceeds from disposal of property, plant, and equipment
0.2

 
1.6

Other – net
5.7

 
(12.0
)
Net Cash Provided by (Used for) Investing Activities
30.7

 
(253.0
)
Financing Activities
 
 
 
Short-term (repayments) borrowings - net
(88.0
)
 
15.6

Repayments of long-term debt
(800.0
)
 
(100.0
)
Quarterly dividends paid
(236.5
)
 
(189.0
)
Purchase of treasury shares
(7.8
)
 
(15.3
)
Other – net
2.6

 
10.3

Net Cash Used for Financing Activities
(1,129.7
)
 
(278.4
)
Effect of exchange rate changes on cash
(8.9
)
 
(22.0
)
Net increase (decrease) in cash and cash equivalents
14.9

 
(41.8
)
Cash and cash equivalents at beginning of period
125.6

 
153.5

Cash and Cash Equivalents at End of Period
$
140.5

 
$
111.7

( ) Denotes use of cash
See notes to unaudited condensed consolidated financial statements.

5



THE J. M. SMUCKER COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, unless otherwise noted, except per share data)
Note 1: Basis of Presentation
The unaudited interim condensed consolidated financial statements of The J. M. Smucker Company (“Company,” “we,” “us,” or “our”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included.
Operating results for the nine-month period ended January 31, 2016, are not necessarily indicative of the results that may be expected for the year ending April 30, 2016. For further information, reference is made to the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended April 30, 2015.
Note 2: Recently Issued Accounting Standards
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). ASU 2016-02 will be effective for us on May 1, 2019, and will require a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented and exclude any leases that expired before the date of initial application. We are currently evaluating the impact the application of 2016-02 will have on our financial statements and disclosures.
In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17 requires all deferred tax liabilities and assets to be classified as noncurrent on the balance sheet in order to simplify the presentation of deferred income taxes. Although ASU 2015-17 is not effective for us until May 1, 2017, we will elect early adoption, as permitted, and will classify all deferred tax liabilities and assets as noncurrent on the balance sheet as of April 30, 2016, in accordance with ASU 2015-17.
In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805) Simplifying the Accounting for Measurement-Period Adjustments. ASU 2015-16 requires that adjustments identified during the measurement period be made to provisional amounts recognized in a business combination in the reporting period in which the acquirer determines the adjustments, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. ASU 2015-16 is effective for us on May 1, 2016, but we have elected early adoption, as permitted. Based on early adoption of this ASU, effective with the reporting period beginning August 1, 2015, we will no longer revise prior period results for adjustments to provisional amounts. For additional information, see Note 3: Acquisitions.
In May 2015, the FASB issued ASU 2015-07, Fair Value Measurement (Topic 820) Disclosure for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). ASU 2015-07 requires that investments measured using the net asset value (“NAV”) per share, or its equivalent practical expedient, be disclosed as a reconciling item between the balance sheet amounts and the amounts reported in the fair value hierarchy. Although ASU 2015-07 is not effective for us until May 1, 2016, we will elect early adoption, as permitted, and will present impacted investments as of April 30, 2016, in accordance with ASU 2015-07. We will change our presentation of Level 3 assets valued using NAV in the pensions and other postretirement benefits disclosure as required. ASU 2015-07 will be applied retrospectively to all periods presented.
In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt. ASU 2015-03 is effective for us on May 1, 2016, but we have elected early adoption, as permitted. As of April 30, 2015, we reclassified debt issuance costs associated with our long-term debt from other noncurrent assets to long-term debt to conform to ASU 2015-03. For additional information, see Note 7: Debt and Financing Arrangements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 requires either retrospective application to each prior reporting period presented or retrospective application with the cumulative effect of initially applying the standard recognized at the date of adoption. Under the original issuance, the standard would have been effective for us on May 1, 2017. However, in August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with

6



Customers (Topic 606) Deferral of the Effective Date which extends the standard effective date by one year. As a result of this issuance, the standard will be effective for us on May 1, 2018, with the option to early adopt at the original effective date. Although we are still evaluating the standard, we do not expect this guidance to have a material impact on our results of operations or financial position.
Note 3: Acquisitions
On March 23, 2015, we completed the acquisition of Big Heart Pet Brands (“Big Heart”), a leading producer, distributor, and marketer of premium-quality, branded pet food and pet snacks in the U.S., through the acquisition of Blue Acquisition Group, Inc. (“BAG”), Big Heart’s parent company. As a result of the acquisition, the assets and liabilities of BAG are now held by a direct wholly-owned subsidiary of the Company.
The total consideration paid in connection with the acquisition was $5.9 billion, as set forth below, which included the issuance of 17.9 million of our common shares to BAG’s shareholders, valued at $2.0 billion based on the average stock price of our common shares on March 23, 2015. After the closing of the transaction, we had approximately 120.0 million common shares outstanding. We assumed $2.6 billion in debt, including Big Heart’s senior secured term loan and senior notes, and we paid an additional $1.2 billion in cash, net of a working capital adjustment. As part of the transaction, new debt of $5.5 billion was borrowed, as discussed in Note 7: Debt and Financing Arrangements.
The following table summarizes the purchase price of the Big Heart acquisition.
Shares issued
$
2,035.5

Assumed debt from Big Heart
2,630.2

Cash consideration, net of cash acquired
1,232.1

Total purchase price
$
5,897.8

The transaction was accounted for under the acquisition method of accounting and, accordingly, the results of Big Heart’s operations, including $580.3 and $1.7 billion in revenue and $72.4 and $203.4 in operating income, are included in our condensed consolidated financial statements for the three and nine months ended January 31, 2016, respectively.
Total one-time costs related to the acquisition are anticipated to be approximately $225.0; however, the costs are trending higher than the original estimate for 2016 and we are in the process of evaluating the total expected one-time costs which will be updated as necessary by the end of 2016. The one-time costs are expected to primarily consist of employee-related costs, outside service and consulting costs, and other costs related to the acquisition, and are anticipated to be incurred primarily through 2018. We incurred costs of $44.4 and $102.9 during the three and nine months ended January 31, 2016, respectively, resulting in total costs of $138.9 from the date of acquisition, that were related to the merger and integration of Big Heart. The majority of these charges were reported in other special project costs in the Condensed Statement of Consolidated Income. The employee-related costs are recognized over the estimated future service period of the affected employees and the remaining costs are expensed as incurred. In addition, we anticipate synergies related to the Big Heart acquisition to result in net realized savings of approximately $200.0 annually by the end of 2018.
The Big Heart purchase price was preliminarily allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. We determined the estimated fair values based on independent appraisals, discounted cash flow analyses, quoted market prices, and estimates made by management. The purchase price exceeded the estimated fair value of the net identifiable tangible and intangible assets acquired and, as such, the excess was allocated to goodwill.
In accordance with ASU 2015-16, as discussed in Note 2: Recently Issued Accounting Standards, we will no longer revise prior period results for adjustments to preliminary amounts recognized as part of our business acquisition. Changes to these preliminary fair values during the second quarter of 2016 resulted in a net adjustment to goodwill of $1.1, which is attributable to the finalization of certain liabilities and the related impact on deferred taxes. There were no adjustments to goodwill during the third quarter of 2016.
During the first quarter of 2016, prior to our adoption of ASU 2015-16, changes to the preliminary fair values were retrospectively applied to the Condensed Consolidated Balance Sheet as of April 30, 2015. The changes included a net adjustment to goodwill of $1.8, which resulted from a favorable working capital adjustment and the finalization of the estimated fair value of an equity method investment. During the second quarter of 2016, the equity method investment was

7



subsequently written off upon exiting the relationship with Natural Blend Vegetable Dehydration, LLC. The write off had an immaterial impact on the results of operations for the nine months ended January 31, 2016.
The following table summarizes the preliminary fair values at January 31, 2016, of the assets acquired and liabilities assumed at the acquisition date.
Assets acquired:
 
Trade receivables
$
142.0

Inventories
254.5

Other current assets
196.8

Property, plant, and equipment
324.0

Other intangible assets - net
4,009.8

Goodwill
2,874.1

Other noncurrent assets
28.3

Total assets acquired
$
7,829.5

Liabilities assumed:
 
Current liabilities
$
385.6

Deferred income taxes
1,464.0

Other noncurrent liabilities
82.1

Total liabilities assumed
$
1,931.7

Net assets acquired
$
5,897.8

As a result of the acquisition, we recognized a total of $2.9 billion of goodwill, of which $77.8 is remaining as deductible for tax purposes at January 31, 2016. Goodwill represents the value we expect to achieve through the implementation of operational synergies and growth opportunities across our segments. The final allocation of goodwill to our reporting units was not complete as of January 31, 2016. In addition, certain estimated values for the acquisition, including goodwill, intangible assets, contingent liabilities, and income taxes, are not yet finalized. The purchase price was preliminarily allocated based on information available at the acquisition date and is subject to change as we complete our analysis of the fair values of the assets and liabilities assumed at the date of acquisition during the measurement period as defined under FASB Accounting Standards Codification (“ASC”) 805, Business Combinations, which ends on March 23, 2016.
The purchase price was preliminarily allocated to the identifiable intangible assets acquired as follows:
Intangible assets with finite lives:
 
Customer relationships (25-year useful life)
$
2,289.8

Trademarks (15-year useful life)
257.0

Intangible assets with indefinite lives:
 
Trademarks
1,463.0

Total intangible assets
$
4,009.8


8



Big Heart’s results of operations are included in our consolidated financial statements from the date of the transaction. Had the transaction occurred at the beginning of the full comparable prior year period, the unaudited pro forma consolidated results would have been as follows:
 
Three Months Ended 
 January 31, 2015
 
Nine Months Ended 
 January 31, 2015
Net sales
$
2,029.9

 
$
5,930.7

Net income
194.1

 
490.5

Net income per common share - assuming dilution
1.62

 
4.10

The unaudited pro forma consolidated results are based on our historical financial statements and those of Big Heart, and do not necessarily indicate the results of operations that would have resulted had the acquisition been completed at the beginning of the full comparable prior year period. The most significant pro forma adjustments relate to amortization of intangible assets, higher interest expense associated with the bank term loan and long-term notes, and the impact of additional common shares issued as a result of the acquisition. The unaudited pro forma consolidated results do not give effect to the synergies of the acquisition and are not indicative of the results of operations in future periods.
In addition to the Big Heart acquisition, on September 2, 2014, we completed the acquisition of Sahale Snacks, Inc. (“Sahale”), a privately-held manufacturer and marketer of premium, branded nut and fruit snacks for $80.5 in cash, net of a working capital adjustment. As a result, Sahale became a wholly-owned subsidiary of the Company. The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The purchase price allocation included total intangible assets of $30.4. The purchase price exceeded the estimated fair value of the net identifiable tangible and intangible assets acquired and, as a result, the excess was allocated to goodwill. Valuations resulted in Sahale goodwill of $46.9, and the entire amount was assigned to the U.S. Retail Consumer Foods segment. The results of operations of Sahale are included in the condensed consolidated financial statements from the date of the transaction and did not have a material impact on the three and nine months ended January 31, 2016.
Note 4: Divestiture
On November 2, 2015, we entered into a definitive agreement to sell our U.S. canned milk brands and operations to Eagle Family Foods Group LLC, a subsidiary of funds affiliated with Kelso & Company, and we closed the transaction on December 31, 2015. The transaction included canned milk products that were primarily sold in U.S. retail and foodservice channels under the Eagle Brand® and Magnolia® brands, along with other branded and private label trade names, with annual net sales of approximately $200.0. Our manufacturing facilities in El Paso, Texas, and Seneca, Missouri, were included in the transaction, but our canned milk business in Canada was not included.
The operating results for this business were primarily included in the U.S. Retail Consumer Foods segment prior to selling the business on December 31, 2015. We received proceeds from the divestiture of $193.7, which were net of transaction costs and the working capital adjustment. Upon completion of the transaction, we recognized a pre-tax gain of $25.3 for the three and nine months ended January 31, 2016, which is included in other operating (income) expense - net within the Condensed Statements of Consolidated Income.
Note 5: Reportable Segments
We operate in one industry: the manufacturing and marketing of food products. Effective May 1, 2015, our reportable segments were modified to align with the way performance is currently evaluated by our segment management and chief operating decision maker, our Chief Executive Officer, and the way in which we currently report information internally. We now have three reportable segments: U.S. Retail Coffee, U.S. Retail Consumer Foods, and U.S. Retail Pet Foods. Within our segment results, we also present International and Foodservice, which is a combination of the strategic business areas not included in the U.S. retail market segments. The U.S. Retail Consumer Foods segment is a combination of the former U.S. Retail Consumer Foods segment and the Natural Foods strategic business area, previously included in the former International, Foodservice, and Natural Foods segment. Prior year segment results have been modified to reflect the realignment of our segments.

9



The U.S. Retail Coffee segment primarily includes the domestic sales of Folgers® and Dunkin’ Donuts® branded coffee; the U.S. Retail Consumer Foods segment primarily includes domestic sales of Jif®, Smucker’s®, Pillsbury®, and Crisco® branded products; and the U.S. Retail Pet Foods segment primarily includes domestic sales of Meow Mix®, Milk-Bone®, Kibbles ’n Bits®, Natural Balance®, 9Lives®, Pup-Peroni®, Gravy Train®and Nature’s Recipe® branded products. International and Foodservice is comprised of products distributed domestically and in foreign countries through retail channels and foodservice distributors and operators (e.g., restaurants, lodging, schools and universities, health care operators).
Segment profit represents net sales, less direct and allocable operating expenses, and is consistent with the way in which we manage our segments. However, we do not represent that the segments, if operated independently, would report operating profit equal to the segment profit set forth below, as segment profit excludes certain operating expenses such as corporate administrative expenses and unallocated gains and losses on commodity and foreign currency exchange derivative activities. Commodity and foreign currency exchange derivative gains and losses are reported in unallocated derivative gains and losses outside of segment operating results until the related inventory is sold. At that time, we reclassify the hedge gains and losses from unallocated derivative gains and losses to segment profit, allowing our segments to realize the economic effect of the hedge without experiencing any mark-to-market volatility. We would expect that any gain or loss in the estimated fair value of the derivatives would generally be offset by a change in the estimated fair value of the underlying exposures.
 
Three Months Ended January 31,
 
Nine Months Ended January 31,
 
2016
 
2015
 
2016
 
2015
Net sales:
 
 
 
 
 
 
 
U.S. Retail Coffee
$
575.5

 
$
571.8

 
$
1,726.6

 
$
1,607.5

U.S. Retail Consumer Foods
569.8

 
600.8

 
1,796.0

 
1,847.6

U.S. Retail Pet Foods
570.9

 

 
1,687.5

 

International and Foodservice
257.7

 
267.4

 
793.5

 
790.5

Total net sales
$
1,973.9

 
$
1,440.0

 
$
6,003.6

 
$
4,245.6

Segment profit:
 
 
 
 
 
 
 
U.S. Retail Coffee
$
175.9

 
$
150.5

 
$
492.7

 
$
439.3

U.S. Retail Consumer Foods
128.0

 
120.7

 
370.9

 
364.4

U.S. Retail Pet Foods
97.2

 

 
275.4

 

International and Foodservice
43.3

 
41.7

 
123.8

 
109.8

Total segment profit
$
444.4

 
$
312.9

 
$
1,262.8

 
$
913.5

Interest expense – net
(43.6
)
 
(16.8
)
 
(130.6
)
 
(50.4
)
Unallocated derivative gains (losses)
6.7

 
13.4

 
2.7

 
(0.4
)
Cost of products sold – special project costs
(3.1
)
 
(0.4
)
 
(9.2
)
 
(1.1
)
Other special project costs
(41.4
)
 
(5.9
)
 
(94.9
)
 
(17.3
)
Corporate administrative expenses
(88.3
)
 
(64.9
)
 
(262.2
)
 
(193.2
)
Other income (expense) – net
0.6

 
0.1

 
(0.9
)
 
1.7

Income before income taxes
$
275.3

 
$
238.4

 
$
767.7

 
$
652.8


10



Note 6: Earnings per Share
The following table sets forth the computation of net income per common share and net income per common share – assuming dilution under the two-class method.
 
Three Months Ended January 31,
 
Nine Months Ended January 31,
 
2016
 
2015
 
2016
 
2015
Net income
$
185.3

 
$
160.9

 
$
497.7

 
$
435.2

Less: Net income allocated to participating securities
0.8

 
1.0

 
2.2

 
2.9

Net income allocated to common stockholders
$
184.5

 
$
159.9

 
$
495.5

 
$
432.3

Weighted-average common shares outstanding
119,167,720

 
101,190,896

 
119,138,552

 
101,114,223

Add: Dilutive effect of stock options
52,585

 
675

 
25,356

 
4,132

Weighted-average common shares outstanding – assuming dilution
119,220,305

 
101,191,571

 
119,163,908

 
101,118,355

Net income per common share
$
1.55

 
$
1.58

 
$
4.16

 
$
4.28

Net income per common share – assuming dilution
$
1.55

 
$
1.58

 
$
4.16

 
$
4.28

Note 7: Debt and Financing Arrangements
Long-term debt consists of the following:
 
January 31, 2016
 
April 30, 2015
 
Principal
Outstanding
 
Carrying
Amount (A)
 
Principal
Outstanding
 
Carrying
Amount (A)
1.75% Senior Notes due March 15, 2018
$
500.0

 
$
497.7

 
$
500.0

 
$
496.9

2.50% Senior Notes due March 15, 2020
500.0

 
495.2

 
500.0

 
494.3

3.50% Senior Notes due October 15, 2021
750.0

 
791.0

 
750.0

 
796.0

3.00% Senior Notes due March 15, 2022
400.0

 
395.8

 
400.0

 
395.3

3.50% Senior Notes due March 15, 2025
1,000.0

 
992.5

 
1,000.0

 
991.9

4.25% Senior Notes due March 15, 2035
650.0

 
642.1

 
650.0

 
641.8

4.38% Senior Notes due March 15, 2045
600.0

 
584.2

 
600.0

 
583.8

Term Loan Credit Agreement due March 23, 2020
750.0

 
747.8

 
1,550.0

 
1,544.9

Total long-term debt
$
5,150.0

 
$
5,146.3

 
$
5,950.0

 
$
5,944.9

 
(A)
Represents the carrying amount included in the Condensed Consolidated Balance Sheets, which includes the impact of interest rate swaps, offering discounts, and capitalized debt issuance costs.
In March 2015, we entered into a senior unsecured delayed-draw Term Loan Credit Agreement (“Term Loan”) with a syndicate of banks and an available commitment amount of $1.8 billion. Borrowings under the Term Loan bear interest on the prevailing U.S. Prime Rate or London Interbank Offered Rate (“LIBOR”), based on our election, and is payable either on a quarterly basis or at the end of the borrowing term. The weighted-average interest rate on the Term Loan at January 31, 2016, was 1.68 percent. The Term Loan requires quarterly amortization payments of 2.5 percent of the original principal amount starting in the third quarter of 2016. Voluntary prepayments are permitted without premium or penalty and are applied to the schedule of required quarterly minimum payment obligations in direct order of maturity. As of January 31, 2016, we have prepaid $1.0 billion on the Term Loan to date, including $350.0 and $800.0 in the third quarter and first nine months of 2016, respectively, and therefore no additional payments are required until final maturity of the loan agreement on March 23, 2020.
Also in March 2015, we completed an offering of $3.7 billion in Senior Notes due beginning March 15, 2018 through March 15, 2045. The proceeds from the offering, along with the Term Loan, were used to partially finance the Big Heart acquisition, pay off the debt assumed as part of the Big Heart acquisition, and prepay our privately placed Senior Notes.
All of our Senior Notes outstanding at January 31, 2016, are unsecured and interest is paid semiannually. There are no required scheduled principal payments on our Senior Notes. We may prepay at any time all or part of the Senior Notes at 100 percent of the principal amount thereof, together with the accrued and unpaid interest, and any applicable make-whole amount.

11



During 2015, we entered into a series of forward-starting interest rate swaps that were designated as cash flow hedges. In conjunction with the pricing of the series of Senior Notes, we terminated the interest rate swaps prior to maturity, resulting in a net loss of $4.0, which will be amortized over the life of the remaining debt. During 2014, we entered into an interest rate swap designated as a fair value hedge of the underlying debt obligation. Upon termination of the interest rate swap agreement in 2015, we received $58.1 in cash and recorded a deferred gain of $53.5. At January 31, 2016, the remaining benefit of $45.7 was recorded as an increase in the long-term debt balance and will be recognized ratably as a reduction to future interest expense over the remaining life of the related debt. For additional information, see Note 9: Derivative Financial Instruments.
We have available a $1.5 billion revolving credit facility with a group of 11 banks that matures in September 2018. Borrowings under the revolving credit facility bear interest based on the prevailing U.S. Prime Rate, Canadian Base Rate, LIBOR, or Canadian Dealer Offered Rate, based on our election. Interest is payable either on a quarterly basis or at the end of the borrowing term. At January 31, 2016, we did not have a balance outstanding under the revolving credit facility.
During 2015, we entered into a commercial paper program under which we can issue short-term, unsecured commercial paper not to exceed $1.0 billion at any time. The commercial paper program is backed by our revolving credit facility and reduces what we can borrow under the revolving credit facility by the amount of commercial paper outstanding. Commercial paper will be used as a continuing source of short-term financing for general corporate purposes. As of January 31, 2016, we had $138.0 of short-term borrowings outstanding, all of which were issued under our commercial paper program at a weighted-average interest rate of 0.65 percent.
Interest paid totaled $4.2 and $18.0 for the three months ended January 31, 2016 and 2015, respectively, and $89.8 and $54.9 for the nine months ended January 31, 2016 and 2015, respectively. These amounts differ from interest expense due to the timing of payments, amortization of fair value swap adjustments, effect of the interest rate swap, amortization of debt issuance costs, and capitalized interest.
Our debt instruments contain certain financial covenant restrictions, including a leverage ratio and an interest coverage ratio. We are in compliance with all covenants.
Note 8: Pensions and Other Postretirement Benefits
The components of our net periodic benefit cost for defined benefit pension and other postretirement benefit plans are shown below.
 
Three Months Ended January 31,
 
Defined Benefit Pension Plans
 
Other Postretirement Benefits
 
2016
 
2015
 
2016
 
2015
Service cost
$
4.4

 
$
2.0

 
$
0.6

 
$
0.6

Interest cost
6.9

 
5.6

 
0.8

 
0.6

Expected return on plan assets
(8.1
)
 
(6.2
)
 

 

Recognized net actuarial loss (gain)
2.8

 
2.5

 
(0.1
)
 

Prior service cost (credit)
0.1

 
0.2

 
(0.4
)
 
(0.3
)
Curtailment gain
(1.4
)
 

 

 

Net periodic benefit cost
$
4.7

 
$
4.1

 
$
0.9

 
$
0.9

 
Nine Months Ended January 31,
 
Defined Benefit Pension Plans
 
Other Postretirement Benefits
 
2016
 
2015
 
2016
 
2015
Service cost
$
13.5

 
$
5.9

 
$
1.7

 
$
1.7

Interest cost
20.8

 
17.0

 
2.2

 
1.8

Expected return on plan assets
(24.8
)
 
(18.7
)
 

 

Recognized net actuarial loss (gain)
8.2

 
7.5

 
(0.2
)
 

Prior service cost (credit)
0.5

 
0.7

 
(0.9
)
 
(0.9
)
Curtailment gain
(5.9
)
 

 
(0.1
)
 

Net periodic benefit cost
$
12.3

 
$
12.4

 
$
2.7

 
$
2.6


12



Note 9: Derivative Financial Instruments
We are exposed to market risks, such as changes in commodity prices, foreign currency exchange rates, and interest rates. To manage the volatility related to these exposures, we enter into various derivative transactions. We have policies in place that define acceptable instrument types we may enter into and establish controls to limit our market risk exposure.
Commodity Price Management: We enter into commodity futures and options contracts to manage the price volatility and reduce the variability of future cash flows related to anticipated inventory purchases of key raw materials, notably green coffee, corn, edible oils, soybean meal, and wheat. We also enter into commodity futures and options contracts to manage price risk for energy input costs, including diesel fuel and natural gas. The derivative instruments generally have maturities of less than one year.

We do not qualify commodity derivatives for hedge accounting treatment and as a result the derivative gains and losses are immediately recognized in earnings. Although we do not perform the assessments required to achieve hedge accounting for derivative positions, we believe all of our commodity derivatives are economic hedges of our risk exposure.
The commodities hedged have a high inverse correlation to price changes of the derivative commodity instrument. Thus, we would expect that any gain or loss in the estimated fair value of the derivatives would generally be offset by an increase or decrease in the estimated fair value of the underlying exposures.
Foreign Currency Exchange Rate Hedging: We utilize foreign currency forwards and options contracts to manage the effect of foreign currency exchange fluctuations on future cash payments primarily related to purchases of certain raw materials and finished goods. The contracts generally have maturities of less than one year. We do not qualify instruments used to manage foreign currency exchange exposures for hedge accounting treatment.
Interest Rate Hedging: We utilize derivative instruments to manage changes in the fair value of our debt. Interest rate swaps mitigate the risk associated with the underlying hedged item. At the inception of the contract, the instrument is evaluated and documented for hedge accounting treatment. If the contract is designated as a cash flow hedge, the mark-to-market gains and losses on the swap are deferred and included as a component of accumulated other comprehensive loss to the extent effective, and reclassified to interest expense in the period during which the hedged transaction affects earnings. If the contract is designated as a fair value hedge, the swap would be recognized at fair value on the balance sheet and changes in the fair value would be recognized in interest expense. Generally, changes in the fair value of the derivative are equal to changes in the fair value of the underlying debt and have no impact on earnings.
During 2015, we entered into a series of forward-starting interest rate swaps to hedge a portion of the interest rate risk related to our anticipated issuance of Senior Notes. The notional hedged amount was $1.1 billion, with expected maturity tenors of 10, 20, and 30 years. The swap agreements were designated as cash flow hedges, where changes in fair value are recorded in other comprehensive income (loss). In March 2015, in conjunction with the pricing of the Senior Notes, we terminated the interest rate swaps prior to maturity. The termination resulted in a net loss of $4.0, which will be amortized over the life of the remaining debt as an increase to interest expense and approximately $0.2 per year will be recognized beginning in 2026 through 2045. For additional information, see Note 7: Debt and Financing Arrangements.
During 2014, we entered into an interest rate swap on the 3.50 percent Senior Notes due October 15, 2021, which was designated as a fair value hedge and used to hedge against the changes in the fair value of the debt. We received cash flows from the counterparty at a fixed rate and paid the counterparty variable rates based on LIBOR. In 2015, we terminated the interest rate swap on the 3.50 percent Senior Notes prior to maturity. As a result of the early termination, we received $58.1 in cash, which included $4.6 of accrued and prepaid interest. The gain on termination was deferred and will be recognized over the remaining life of the underlying debt as a reduction of future interest expense. We recognized $2.2 in 2015 and an additional $5.6 through January 31, 2016. The remaining gain will be recognized as follows: $1.8 through the remainder of 2016, $7.6 in 2017, $7.8 in 2018, $8.0 in 2019, $8.1 in 2020, $8.4 in 2021, and $4.0 in 2022. For additional information, see Note 7: Debt and Financing Arrangements.

13



The following tables set forth the gross fair value amounts of derivative instruments recognized in the Condensed Consolidated Balance Sheets
 
January 31, 2016
 
Other
Current
Assets
 
Other
Current
Liabilities
 
Other
Noncurrent
Assets
 
Other
Noncurrent
Liabilities
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
Commodity contracts
$
11.4

 
$
29.5

 
$
1.0

 
$
4.4

Foreign currency exchange contracts
9.5

 
0.1

 
0.6

 

Total derivative instruments
$
20.9

 
$
29.6

 
$
1.6

 
$
4.4

 
April 30, 2015
 
Other
Current
Assets
 
Other
Current
Liabilities
 
Other
Noncurrent
Assets
 
Other
Noncurrent
Liabilities
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
Commodity contracts
$
6.4

 
$
23.9

 
$
0.2

 
$
3.8

Foreign currency exchange contracts
4.8

 
1.0

 

 

Total derivative instruments
$
11.2

 
$
24.9

 
$
0.2

 
$
3.8

We have elected to not offset fair value amounts recognized for our exchange-traded commodity derivative instruments and our cash margin accounts executed with the same counterparty that are generally subject to enforceable netting agreements. We are required to maintain cash margin accounts in connection with funding the settlement of our open positions. At January 31, 2016 and April 30, 2015, we maintained cash margin account balances of $32.4 and $38.2, respectively, included in other current assets in the Condensed Consolidated Balance Sheets. The change in the cash margin account balances is included in other – net, investing activities in the Condensed Statements of Consolidated Cash Flows. In the event of default and immediate net settlement of all of our open positions with individual counterparties, all of our derivative liabilities would be fully offset by either our derivative asset positions or margin accounts based on the net asset or liability position with our individual counterparties.
The following table presents information on pre-tax commodity contract net gains recognized on derivatives designated as cash flow hedges prior to May 1, 2014, and pre-tax losses related to the termination of prior interest rate swaps.
 
Three Months Ended January 31,
 
Nine Months Ended January 31,
 
2016
 
2015
 
2016
 
2015
Gains reclassified from accumulated other comprehensive loss to cost of products sold (effective portion)
$

 
$
9.6

 
$

 
$
28.4

Losses reclassified from accumulated other comprehensive loss to interest expense (effective portion)
(0.1
)
 
(0.1
)
 
(0.4
)
 
(0.4
)
Change in accumulated other comprehensive loss
$
0.1

 
$
(9.5
)
 
$
0.4

 
$
(28.0
)
Included as a component of accumulated other comprehensive loss at January 31, 2016 and April 30, 2015, were deferred pre-tax losses of $7.7 and $8.2, respectively, related to the termination of interest rate swaps. The related tax benefit recognized in accumulated other comprehensive loss was $2.8 and $2.9 at January 31, 2016 and April 30, 2015, respectively. Approximately $0.6 of the pre-tax loss will be recognized over the next 12 months.
The following table presents the net gains and losses recognized in cost of products sold on derivatives not designated as hedging instruments.
 
Three Months Ended January 31,
 
Nine Months Ended January 31,
 
2016
 
2015
 
2016
 
2015
Losses on commodity contracts
$
(23.3
)
 
$
(13.9
)
 
$
(50.2
)
 
$
(34.3
)
Gains on foreign currency exchange contracts
10.4

 
11.7

 
19.0

 
14.1

Total losses recognized in cost of products sold
$
(12.9
)
 
$
(2.2
)
 
$
(31.2
)
 
$
(20.2
)

14



Commodity and foreign currency exchange derivative gains and losses are reported in unallocated derivative gains and losses outside of segment operating results until the related inventory is sold. At that time, we reclassify the hedge gains and losses from unallocated derivative gains and losses to segment profit, allowing our segments to realize the economic effect of the hedge without experiencing any mark-to-market volatility.
The following table presents the activity in unallocated derivative gains and losses.
 
Three Months Ended January 31,
 
Nine Months Ended January 31,
 
2016
 
2015
 
2016
 
2015
Net losses on mark-to-market valuation of unallocated derivative positions
$
(12.9
)
 
$
(2.2
)
 
$
(31.2
)
 
$
(20.2
)
Net losses on derivative positions reclassified to segment operating profit
19.6

 
15.6

 
33.9

 
19.8

Unallocated derivative gains (losses)
$
6.7

 
$
13.4

 
$
2.7

 
$
(0.4
)
The net cumulative unallocated derivative losses at January 31, 2016, were $17.8, of which $4.7 were realized and will be reclassified to segment operating profit when the related inventory is sold.
The following table presents the gross contract notional value of outstanding derivative contracts.
 
January 31, 2016
 
April 30, 2015
Commodity contracts
$
712.0

 
$
640.6

Foreign currency exchange contracts
177.8

 
136.4

Note 10: Other Financial Instruments and Fair Value Measurements
Financial instruments, other than derivatives, that potentially subject us to significant concentrations of credit risk consist principally of cash investments, short-term borrowings, and trade receivables. The carrying value of these financial instruments approximates fair value. Our other financial instruments, with the exception of long-term debt, are recognized at estimated fair value in the Condensed Consolidated Balance Sheets.
The following table provides information on the carrying amounts and fair values of our financial instruments.
 
January 31, 2016
 
April 30, 2015
 
Carrying
Amount
 
Fair Value
 
Carrying
Amount
 
Fair Value
Other investments
$
48.3

 
$
48.3

 
$
48.4

 
$
48.4

Derivative financial instruments – net
(11.5
)
 
(11.5
)
 
(17.3
)
 
(17.3
)
Long-term debt
(5,146.3
)
 
(5,187.0
)
 
(5,944.9
)
 
(6,011.3
)
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions.

15



The following tables summarize the fair values and the levels within the fair value hierarchy in which the fair value measurements fall for our financial instruments.
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Fair Value at
January 31, 2016
Other investments: (A)
 
 
 
 
 
 
 
Equity mutual funds
$
9.6

 
$

 
$

 
$
9.6

Municipal obligations

 
37.7

 

 
37.7

Money market funds
1.0

 

 

 
1.0

Derivative financial instruments: (B)
 
 
 
 
 
 
 
Commodity contracts – net
(7.8
)
 
(13.7
)
 

 
(21.5
)
Foreign currency exchange contracts – net
0.8

 
9.2

 

 
10.0

Long-term debt (C)
(4,436.0
)
 
(751.0
)
 

 
(5,187.0
)
Total financial instruments measured at fair value
$
(4,432.4
)
 
$
(717.8
)
 
$

 
$
(5,150.2
)
 
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, 2015
Other investments: (A)
 
 
 
 
 
 
 
Equity mutual funds
$
9.7

 
$

 
$

 
$
9.7

Municipal obligations

 
37.9

 

 
37.9

Money market funds
0.8

 

 

 
0.8

Derivative financial instruments: (B)
 
 
 
 
 
 
 
Commodity contracts – net
(12.4
)
 
(8.7
)
 

 
(21.1
)
Foreign currency exchange contracts – net
(0.2
)
 
4.0

 

 
3.8

Long-term debt (C)
(4,459.0
)
 
(1,552.3
)
 

 
(6,011.3
)
Total financial instruments measured at fair value
$
(4,461.1
)
 
$
(1,519.1
)
 
$

 
$
(5,980.2
)
 
(A)
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 which are derived principally from or corroborated by observable market data, and money market funds with maturities of three months or less. Based on the short-term nature of these money market funds, carrying value approximates fair value. As of January 31, 2016, our municipal obligations are scheduled to mature as follows: $0.4 in 2016, $1.0 in 2017, $1.1 in 2018, $2.9 in 2019, and the remaining $32.3 in 2020 and beyond.
(B)
Level 1 commodity and foreign currency exchange derivatives are valued using quoted market prices for identical instruments in active markets. Level 2 commodity and foreign currency exchange derivatives are valued using quoted prices for similar assets or liabilities in active markets.
(C)
Long-term debt is comprised of public Senior Notes classified as Level 1 and the Term Loan classified as Level 2. The public Senior Notes are traded in an active secondary market and valued using quoted prices. The value of the Term Loan is based on the net present value of each interest and principal payment calculated, utilizing an interest rate derived from an estimated yield curve obtained from independent pricing sources for similar types of term loan borrowing arrangements. For additional information, see Note 7: Debt and Financing Arrangements.

16



Note 11: Income Taxes
During the three-month period ended January 31, 2016, the effective tax rate varied from the U.S. statutory income tax rate primarily due to the domestic manufacturing deduction, offset by state income taxes.
During the nine-month period ended January 31, 2016, the effective tax rate varied from the U.S. statutory income tax rate primarily due to state income taxes, partially offset to some extent by the domestic manufacturing deduction.
Within the next 12 months, it is reasonably possible that we could decrease our unrecognized tax benefits by an additional $2.2, primarily as a result of expiring statute of limitations periods.
Note 12: Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss, including the reclassification adjustments for items that are reclassified from accumulated other comprehensive loss to net income, are shown below.
 
Foreign
Currency
Translation
Adjustment
 
Unrealized Loss
on Cash Flow
Hedging
Derivatives (A)
 
Pension and
Other
Postretirement
Liabilities (B)
 
Unrealized Gain
on Available-
for-Sale
Securities
 
Accumulated
Other
Comprehensive
Loss
Balance at May 1, 2015
$
(2.3
)
 
$
(5.2
)
 
$
(105.6
)
 
$
3.3

 
$
(109.8
)
Reclassification adjustments

 
0.4

 
10.5

 

 
10.9

Current period (charge) credit
(44.4
)
 

 
1.3

 

 
(43.1
)
Income tax expense

 
(0.1
)
 
(4.7
)
 

 
(4.8
)
Balance at January 31, 2016
$
(46.7
)
 
$
(4.9
)
 
$
(98.5
)
 
$
3.3

 
$
(146.8
)
 
Foreign
Currency
Translation
Adjustment
 
Unrealized Gain (Loss)
on Cash Flow
Hedging
Derivatives (A)
 
Pension and
Other
Postretirement
Liabilities (B)
 
Unrealized Gain
on Available-
for-Sale
Securities
 
Accumulated
Other
Comprehensive
Loss
Balance at May 1, 2014
$
31.7

 
$
15.3

 
$
(102.0
)
 
$
3.4

 
$
(51.6
)
Reclassification adjustments

 
(28.0
)
 
10.6

 

 
(17.4
)
Current period (charge) credit
(49.6
)
 

 
1.7

 
1.4

 
(46.5
)
Income tax benefit (expense)

 
10.4

 
(3.9
)
 
(0.5
)
 
6.0

Balance at January 31, 2015
$
(17.9
)
 
$
(2.3
)
 
$
(93.6
)
 
$
4.3

 
$
(109.5
)
 
(A)
Of the total losses reclassified from accumulated other comprehensive loss, $0.1 of expense was reclassified to interest expense related to the terminated interest rate swap for both the three months ended January 31, 2016 and 2015, and $0.4 of expense was reclassified for both the nine months ended January 31, 2016 and 2015. Of the total gains and losses reclassified from accumulated other comprehensive loss, $9.6 and $28.4 of income was reclassified to cost of products sold related to commodity derivatives for the three and nine months ended January 31, 2015, respectively.
(B)
Of the total amortization of net losses reclassified from accumulated other comprehensive loss to selling, distribution, and administrative expense for the nine months ended January 31, 2016 and 2015, $3.2 and $6.6 was reclassified for the three months ended January 31, 2016 and 2015, respectively.

17



Note 13: Contingencies
We, like other food manufacturers, are from time to time subject to various administrative, regulatory, and other legal proceedings arising in the ordinary course of business. We are currently a defendant in a variety of such legal proceedings. We cannot predict with certainty the ultimate results of these proceedings or reasonably determine a range of potential loss. Our policy is to accrue costs for contingent liabilities when such liabilities are probable and amounts can be reasonably estimated. Based on the information known to date, and subject to the discussion below, we do not believe the final outcome of these proceedings will have a material adverse effect on our financial position, results of operations, or cash flows.
On October 9, 2013, Big Heart entered into a Purchase Agreement with Del Monte Pacific Limited and its subsidiary, Del Monte Foods Consumer Products, Inc. (which changed its name to Del Monte Foods, Inc.) (“DMFI”). Big Heart sold to DMFI the interests of certain subsidiaries related to Big Heart’s consumer products business and generally all assets and liabilities primarily related to the consumer products business for a purchase price of $1.7 billion, subject to a post-closing working capital adjustment. In connection with the closing of the transaction, Big Heart received approximately $110.0 in incremental proceeds representing the preliminary working capital adjustment subject to a true-up in accordance with the terms of the Purchase Agreement. In May 2014, Big Heart made a claim of an additional $16.3 for the final working capital adjustment related to the sale of the consumer products business. In June 2014, Big Heart received a notice of disagreement from DMFI disputing the $16.3 final working capital adjustment, as well as the incremental preliminary working capital adjustment of approximately $110.0 paid by DMFI at closing.
Although we believe the working capital adjustment presented to DMFI was appropriate and was in accordance with the terms of the Purchase Agreement, a mutually agreed upon independent certified public accounting firm ruled in favor of DMFI with respect to certain aspects of the methodology by which the working capital adjustment should be calculated. In connection with such ruling, we have resubmitted the original working capital adjustment, which is currently under review by DMFI. We cannot currently predict the ultimate outcome of this adjustment and have not recorded a receivable or liability in Big Heart’s opening balance sheet. We will continue to vigorously defend Big Heart’s position and to evaluate the facts of this dispute in existence at the acquisition date in estimating the fair value of the receivable or liability at that time, which may result in an adjustment to the opening balance sheet during the measurement period as defined by FASB ASC 805, Business Combinations.
Note 14: Common Shares
The following table sets forth common share information.
 
January 31, 2016
 
April 30, 2015
Common shares authorized
300,000,000

 
300,000,000

Common shares outstanding
119,685,003

 
119,577,333

Treasury shares
26,812,727

 
26,920,397

We did not repurchase any common shares in the first nine months of 2016 and, at January 31, 2016, we had approximately 10.0 million common shares available for repurchase under the Board’s authorizations.
Note 15: Guarantor and Non-Guarantor Financial Information
Our Senior Notes are fully and unconditionally guaranteed, on a joint and several basis, by J.M. Smucker LLC and The Folgers Coffee Company (the “subsidiary guarantors”), which are 100 percent wholly-owned subsidiaries of the Company. A subsidiary guarantor will be released from its obligations under the indentures governing the notes (a) with respect to each series of notes, if we exercise our legal or covenant defeasance option with respect to such series of notes or if our obligations under an indenture are discharged in accordance with the terms of such indenture in respect of such series of notes; (b) with respect to all series of notes issued in March 2015, upon the issuance, sale, exchange, transfer, or other disposition (including through merger, consolidation, amalgamation, or otherwise) of the capital stock of the applicable subsidiary guarantor (including any issuance, sale, exchange, transfer, or other disposition following which the applicable subsidiary guarantor is no longer a subsidiary) if such issuance, sale, exchange, transfer, or other disposition is made in a manner not in violation of the indenture in respect of such series of notes; or (c) with respect to all series of notes, upon the substantially simultaneous release or discharge of the guarantee by such subsidiary guarantor of all of our primary senior indebtedness other than through discharges as a result of payment by such guarantor on such guarantees.

18



Condensed consolidating financial statements for the Company, the subsidiary guarantors, and the other subsidiaries of the Company that are not guaranteeing the indebtedness under the Senior Notes (the “non-guarantor subsidiaries”) are provided below. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions, including transactions with our 100 percent wholly-owned subsidiary guarantors and non-guarantor subsidiaries. We have accounted for investments in subsidiaries using the equity method.
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME                                                         
Three Months Ended January 31, 2016
 
The J.M. Smucker
Company (Parent)
 
Subsidiary
Guarantors
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Net sales
$
784.7

 
$
289.6

 
$
2,190.5

 
$
(1,290.9
)
 
$
1,973.9

Cost of products sold
591.4

 
264.3

 
1,651.9

 
(1,297.5
)
 
1,210.1

Gross Profit
193.3

 
25.3

 
538.6

 
6.6

 
763.8

Selling, distribution, and administrative expenses and other special project costs
72.9

 
9.6

 
340.0

 

 
422.5

Amortization
0.3

 

 
51.9

 

 
52.2

Other operating income – net
(24.6
)
 

 
(4.6
)
 

 
(29.2
)
Operating Income
144.7

 
15.7

 
151.3

 
6.6

 
318.3

Interest (expense) income – net
(43.8
)
 
0.3

 
(0.1
)
 

 
(43.6
)
Other (expense) income – net
(1.7
)
 
0.1

 
2.2

 

 
0.6

Equity in net earnings of subsidiaries
119.2

 
36.5

 
15.8

 
(171.5
)
 

Income Before Income Taxes
218.4

 
52.6

 
169.2

 
(164.9
)
 
275.3

Income taxes
33.1

 
0.1

 
56.8

 

 
90.0

Net Income
185.3

 
52.5

 
112.4

 
(164.9
)
 
185.3

Other comprehensive (loss) income, net of tax
(18.0
)
 
0.2

 
(19.8
)
 
19.6

 
(18.0
)
Comprehensive Income
$
167.3

 
$
52.7

 
$
92.6

 
$
(145.3
)
 
$
167.3


CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME                                                         
Three Months Ended January 31, 2015
 
The J.M. Smucker
Company (Parent)
 
Subsidiary
Guarantors
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Net sales
$
773.4

 
$
281.9

 
$
1,680.2

 
$
(1,295.5
)
 
$
1,440.0

Cost of products sold
604.8

 
256.2

 
1,355.7

 
(1,299.6
)
 
917.1

Gross Profit
168.6

 
25.7

 
324.5

 
4.1

 
522.9

Selling, distribution, and administrative expenses and other special project costs
53.2

 
12.8

 
177.2

 

 
243.2

Amortization
1.1

 

 
24.0

 
0.1

 
25.2

Other operating expense (income) – net
0.5

 
(1.2
)
 
0.1

 

 
(0.6
)
Operating Income
113.8

 
14.1

 
123.2

 
4.0

 
255.1

Interest (expense) income – net
(17.0
)
 
0.3

 
(0.1
)
 

 
(16.8
)
Other income (expense) – net
0.2

 
0.1

 
(0.2
)
 

 
0.1

Equity in net earnings of subsidiaries
95.9