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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common shares, no par value

SJM

New York Stock Exchange


		Three Months Ended January 31,						Nine Months Ended January 31,							Three Months Ended July 31,
Dollars in millions, except per share data	Dollars in millions, except per share data	2020		2019		2020		2019		Dollars in millions, except per share data	2020		2019
Net sales	Net sales	$	1,972.3	$	2,011.9	$	5,709.0	$	5,935.9	Net sales	$	1,971.8	$	1,778.9
Cost of products sold	Cost of products sold	1,212.3		1,238.1		3,495.4		3,712.6		Cost of products sold	1,196.4		1,079.3
Gross Profit	Gross Profit	760.0		773.8		2,213.6		2,223.3		Gross Profit	775.4		699.6
Selling, distribution, and administrative expenses	Selling, distribution, and administrative expenses	358.9		373.1		1,100.9		1,138.8		Selling, distribution, and administrative expenses	357.5		380.5
Amortization	Amortization	58.8		59.7		176.4		179.9		Amortization	59.6		58.8
Other intangible assets impairment charges		52.4		107.2		52.4		107.2

Other special project costs ^(A)	Other special project costs ^(A)	3.3		18.8		9.9		51.9		Other special project costs ^(A)	—		3.3
Other operating expense (income) – net	Other operating expense (income) – net	(2.4)		(2.6)		(2.4)		(29.5)		Other operating expense (income) – net	(2.8)		(0.6)
Operating Income	Operating Income	289.0		217.6		876.4		775.0		Operating Income	361.1		257.6
Interest expense – net	Interest expense – net	(45.1)		(51.6)		(143.6)		(158.8)		Interest expense – net	(46.1)		(49.4)
Other income (expense) – net	Other income (expense) – net	(1.4)		(8.8)		(4.5)		(16.5)		Other income (expense) – net	(1.4)		(1.5)
Income Before Income Taxes	Income Before Income Taxes	242.5		157.2		728.3		599.7		Income Before Income Taxes	313.6		206.7
Income tax expense	Income tax expense	55.1		35.8		175.1		156.8		Income tax expense	76.6		52.1
Net Income	Net Income	$	187.4	$	121.4	$	553.2	$	442.9	Net Income	$	237.0	$	154.6
Earnings per common share:	Earnings per common share:									Earnings per common share:
Net Income	Net Income	$	1.64	$	1.07	$	4.85	$	3.89	Net Income	$	2.08	$	1.36
Net Income – Assuming Dilution	Net Income – Assuming Dilution	$	1.64	$	1.07	$	4.85	$	3.89	Net Income – Assuming Dilution	$	2.08	$	1.36


		Three Months Ended January 31,						Nine Months Ended January 31,							Three Months Ended July 31,
Dollars in millions	Dollars in millions	2020		2019		2020		2019		Dollars in millions	2020		2019
Net income	Net income	$	187.4	$	121.4	$	553.2	$	442.9	Net income	$	237.0	$	154.6
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Foreign currency translation adjustments	Foreign currency translation adjustments	(2.5)		1.6		2.6		(10.1)		Foreign currency translation adjustments	12.9		4.5
Cash flow hedging derivative activity, net of tax	Cash flow hedging derivative activity, net of tax	(17.4)		(37.0)		(92.0)		(28.8)		Cash flow hedging derivative activity, net of tax	2.6		(40.8)
Pension and other postretirement benefit plans activity, net of tax	Pension and other postretirement benefit plans activity, net of tax	1.5		(0.5)		4.0		2.7		Pension and other postretirement benefit plans activity, net of tax	1.7		1.1
Available-for-sale securities activity, net of tax	Available-for-sale securities activity, net of tax	0.5		(1.0)		0.9		(0.4)		Available-for-sale securities activity, net of tax	0.9		0.3
Total Other Comprehensive Income (Loss)	Total Other Comprehensive Income (Loss)	(17.9)		(36.9)		(84.5)		(36.6)		Total Other Comprehensive Income (Loss)	18.1		(34.9)
Comprehensive Income	Comprehensive Income	$	169.5	$	84.5	$	468.7	$	406.3	Comprehensive Income	$	255.1	$	119.7


Dollars in millions	Dollars in millions	January 31, 2020		April 30, 2019		Dollars in millions	July 31, 2020		April 30, 2020
ASSETS	ASSETS									ASSETS
Current Assets	Current Assets					Current Assets
Cash and cash equivalents	Cash and cash equivalents	$	74.4	$	101.3	Cash and cash equivalents	$	396.6	$	391.1
Trade receivables, less allowance for doubtful accounts		477.3		503.8
Trade receivables – net						Trade receivables – net	497.6		551.4
Inventories:	Inventories:					Inventories:
Finished products	Finished products	615.1		590.8		Finished products	615.8		563.5
Raw materials	Raw materials	343.7		319.5		Raw materials	379.2		331.8
Total Inventory	Total Inventory	958.8		910.3		Total Inventory	995.0		895.3
Other current assets	Other current assets	92.2		109.8		Other current assets	95.6		134.9
Total Current Assets	Total Current Assets	1,602.7		1,625.2		Total Current Assets	1,984.8		1,972.7
Property, Plant, and Equipment	Property, Plant, and Equipment					Property, Plant, and Equipment
Land and land improvements	Land and land improvements	123.7		122.1		Land and land improvements	130.9		129.5
Buildings and fixtures	Buildings and fixtures	958.2		903.2		Buildings and fixtures	986.4		977.9
Machinery and equipment	Machinery and equipment	2,369.0		2,185.0		Machinery and equipment	2,434.6		2,398.3
Construction in progress	Construction in progress	194.9		321.8		Construction in progress	217.5		232.6
Gross Property, Plant, and Equipment	Gross Property, Plant, and Equipment	3,645.8		3,532.1		Gross Property, Plant, and Equipment	3,769.4		3,738.3
Accumulated depreciation	Accumulated depreciation	(1,734.1)		(1,619.7)		Accumulated depreciation	(1,820.8)		(1,768.9)
Total Property, Plant, and Equipment	Total Property, Plant, and Equipment	1,911.7		1,912.4		Total Property, Plant, and Equipment	1,948.6		1,969.4
Other Noncurrent Assets	Other Noncurrent Assets					Other Noncurrent Assets
Operating lease right-of-use assets	Operating lease right-of-use assets	168.0		—		Operating lease right-of-use assets	138.3		148.4
Goodwill	Goodwill	6,312.8		6,310.9		Goodwill	6,310.7		6,304.5
Other intangible assets – net	Other intangible assets – net	6,491.4		6,718.8		Other intangible assets – net	6,371.6		6,429.0
Other noncurrent assets	Other noncurrent assets	149.6		144.0		Other noncurrent assets	148.3		146.4
Total Other Noncurrent Assets	Total Other Noncurrent Assets	13,121.8		13,173.7		Total Other Noncurrent Assets	12,968.9		13,028.3
Total Assets	Total Assets	$	16,636.2	$	16,711.3	Total Assets	$	16,902.3	$	16,970.4

LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY									LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities	Current Liabilities					Current Liabilities
Accounts payable	Accounts payable	$	575.0	$	591.0	Accounts payable	$	780.6	$	782.0
Accrued trade marketing and merchandising	Accrued trade marketing and merchandising	198.7		142.7		Accrued trade marketing and merchandising	188.3		167.5
Current portion of long-term debt	Current portion of long-term debt	499.8		798.5		Current portion of long-term debt	399.8		—
Short-term borrowings	Short-term borrowings	310.0		426.0		Short-term borrowings	296.0		248.0
Current operating lease liabilities	Current operating lease liabilities	41.7		—		Current operating lease liabilities	35.9		36.5
Other current liabilities	Other current liabilities	452.2		383.3		Other current liabilities	372.5		353.1
Total Current Liabilities	Total Current Liabilities	2,077.4		2,341.5		Total Current Liabilities	2,073.1		1,587.1
Noncurrent Liabilities	Noncurrent Liabilities					Noncurrent Liabilities
Long-term debt, less current portion	Long-term debt, less current portion	4,583.3		4,686.3		Long-term debt, less current portion	4,672.8		5,373.3
Deferred income taxes	Deferred income taxes	1,364.2		1,398.6		Deferred income taxes	1,353.9		1,351.6
Noncurrent operating lease liabilities	Noncurrent operating lease liabilities	133.5		—		Noncurrent operating lease liabilities	112.5		120.0
Other noncurrent liabilities	Other noncurrent liabilities	307.4		314.4		Other noncurrent liabilities	344.8		347.5
Total Noncurrent Liabilities	Total Noncurrent Liabilities	6,388.4		6,399.3		Total Noncurrent Liabilities	6,484.0		7,192.4
Total Liabilities	Total Liabilities	8,465.8		8,740.8		Total Liabilities	8,557.1		8,779.5
Shareholders’ Equity	Shareholders’ Equity					Shareholders’ Equity
Common shares	Common shares	29.0		28.9		Common shares	28.5		29.0
Additional capital	Additional capital	5,787.2		5,755.8		Additional capital	5,795.3		5,794.1
Retained income	Retained income	2,620.5		2,367.6		Retained income	2,882.3		2,746.8
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(266.3)		(181.8)		Accumulated other comprehensive income (loss)	(360.9)		(379.0)
Total Shareholders’ Equity	Total Shareholders’ Equity	8,170.4		7,970.5		Total Shareholders’ Equity	8,345.2		8,190.9
Total Liabilities and Shareholders’ Equity	Total Liabilities and Shareholders’ Equity	$	16,636.2	$	16,711.3	Total Liabilities and Shareholders’ Equity	$	16,902.3	$	16,970.4


		Nine Months Ended January 31,							Three Months Ended July 31,
Dollars in millions	Dollars in millions	2020		2019		Dollars in millions	2020		2019
Operating Activities	Operating Activities					Operating Activities
Net income	Net income	$	553.2	$	442.9	Net income	$	237.0	$	154.6
Adjustments to reconcile net income to net cash provided by (used for) operations:	Adjustments to reconcile net income to net cash provided by (used for) operations:					Adjustments to reconcile net income to net cash provided by (used for) operations:
Depreciation	Depreciation	156.7		154.1		Depreciation	54.1		50.8
Amortization	Amortization	176.4		179.9		Amortization	59.6		58.8
Other intangible assets impairment charges		52.4		107.2

Share-based compensation expense	Share-based compensation expense	19.8		16.5		Share-based compensation expense	5.9		6.2
Gain on divestiture		—		(27.6)

Other noncash adjustments – net	Other noncash adjustments – net	15.9		4.6		Other noncash adjustments – net	3.8		0.2
Defined benefit pension contributions		(1.1)		(20.1)
Changes in assets and liabilities, net of effect from acquisition and divestiture:

Changes in assets and liabilities:						Changes in assets and liabilities:
Trade receivables	Trade receivables	26.7		(51.4)		Trade receivables	55.1		30.4
Inventories	Inventories	(48.0)		(18.8)		Inventories	(98.5)		(102.1)
Other current assets	Other current assets	7.0		19.5		Other current assets	0.3		6.4
Accounts payable	Accounts payable	12.3		(11.2)		Accounts payable	41.1		(61.0)
Accrued liabilities	Accrued liabilities	44.6		73.1		Accrued liabilities	7.1		63.6
Income and other taxes	Income and other taxes	(40.9)		10.1		Income and other taxes	43.4		21.8
Other – net	Other – net	(7.9)		(11.8)		Other – net	0.1		(8.2)
Net Cash Provided by (Used for) Operating Activities	Net Cash Provided by (Used for) Operating Activities	967.1		867.0		Net Cash Provided by (Used for) Operating Activities	409.0		221.5
Investing Activities	Investing Activities					Investing Activities
Business acquired, net of cash acquired		—		(1,903.0)

Additions to property, plant, and equipment	Additions to property, plant, and equipment	(192.9)		(267.2)		Additions to property, plant, and equipment	(76.6)		(73.0)
Proceeds from divestiture		—		371.4

Other – net	Other – net	15.3		(24.0)		Other – net	27.4		20.9
Net Cash Provided by (Used for) Investing Activities	Net Cash Provided by (Used for) Investing Activities	(177.6)		(1,822.8)		Net Cash Provided by (Used for) Investing Activities	(49.2)		(52.1)
Financing Activities	Financing Activities					Financing Activities
Short-term borrowings (repayments) – net	Short-term borrowings (repayments) – net	(122.6)		360.0		Short-term borrowings (repayments) – net	47.8		(130.0)
Proceeds from long-term debt		—		1,500.0
Repayments of long-term debt	Repayments of long-term debt	(400.0)		(600.0)		Repayments of long-term debt	(300.0)		—
Quarterly dividends paid	Quarterly dividends paid	(296.7)		(281.4)		Quarterly dividends paid	(100.1)		(96.5)
Purchase of treasury shares	Purchase of treasury shares	(4.3)		(5.2)		Purchase of treasury shares	(4.6)		(2.9)
Proceeds from stock option exercises	Proceeds from stock option exercises	7.0		—		Proceeds from stock option exercises	—		7.0
Other – net	Other – net	0.5		0.2		Other – net	(0.4)		(0.2)
Net Cash Provided by (Used for) Financing Activities	Net Cash Provided by (Used for) Financing Activities	(816.1)		973.6		Net Cash Provided by (Used for) Financing Activities	(357.3)		(222.6)
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(0.3)		(3.9)		Effect of exchange rate changes on cash	3.0		0.7
Net increase (decrease) in cash and cash equivalents	Net increase (decrease) in cash and cash equivalents	(26.9)		13.9		Net increase (decrease) in cash and cash equivalents	5.5		(52.5)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	101.3		192.6		Cash and cash equivalents at beginning of period	391.1		101.3
Cash and Cash Equivalents at End of Period	Cash and Cash Equivalents at End of Period	$	74.4	$	206.5	Cash and Cash Equivalents at End of Period	$	396.6	$	48.8


														Three months ended July 31, 2020
Dollars in millions	Dollars in millions	Common Shares Outstanding	Common Shares		Additional Capital		Retained Income		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity		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
Balance at May 1, 2020													Balance at May 1, 2020	114,072,726	$	29.0	$	5,794.1	$	2,746.8	$	(379.0)	$	8,190.9
Net income	Net income						154.6				154.6		Net income						237.0				237.0
Other comprehensive income (loss)	Other comprehensive income (loss)								(34.9)		(34.9)		Other comprehensive income (loss)								18.1		18.1
Comprehensive income	Comprehensive income										119.7		Comprehensive income										255.1
Purchase of treasury shares	Purchase of treasury shares	(22,793)	—		(2.7)		(0.2)				(2.9)		Purchase of treasury shares	(42,194)	—		(5.5)		0.9				(4.6)
Stock plans	Stock plans	330,289	0.1		20.4						20.5		Stock plans	56,910	—		6.2						6.2
Cash dividends declared, $0.88 per common share							(100.1)				(100.1)
Cash dividends declared, $0.90 per common share													Cash dividends declared, $0.90 per common share						(102.4)				(102.4)
Other	Other						—				—		Other		(0.5)		0.5		—				—
Balance at July 31, 2019		114,049,792	$	29.0	$	5,773.5	$	2,421.9	$	(216.7)	$	8,007.7
Net income							211.2				211.2
Other comprehensive income (loss)									(31.7)		(31.7)
Comprehensive income											179.5
Purchase of treasury shares		(4,930)	—		(0.6)		—				(0.6)
Stock plans		14,882	—		8.8						8.8
Cash dividends declared, $0.88 per common share							(100.1)				(100.1)
Other							—				—
Balance at October 31, 2019		114,059,744	$	29.0	$	5,781.7	$	2,533.0	$	(248.4)	$	8,095.3
Net income							187.4				187.4
Other comprehensive income (loss)									(17.9)		(17.9)
Comprehensive income											169.5
Purchase of treasury shares		(7,180)	—		(1.0)		0.2				(0.8)
Stock plans		(11,251)	—		6.5						6.5
Cash dividends declared, $0.88 per common share							(100.1)				(100.1)
Other							—				—
Balance at January 31, 2020		114,041,313	$	29.0	$	5,787.2	$	2,620.5	$	(266.3)	$	8,170.4
Balance at July 31, 2020													Balance at July 31, 2020	114,087,442	$	28.5	$	5,795.3	$	2,882.3	$	(360.9)	$	8,345.2


														Three months ended July 31, 2019
Dollars in millions	Dollars in millions	Common Shares Outstanding	Common Shares		Additional Capital		Retained Income		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity		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
Balance at May 1, 2019													Balance at May 1, 2019	113,742,296	$	28.9	$	5,755.8	$	2,367.6	$	(181.8)	$	7,970.5
Net income	Net income						133.0				133.0		Net income						154.6				154.6
Other comprehensive income (loss)	Other comprehensive income (loss)								(2.1)		(2.1)		Other comprehensive income (loss)								(34.9)		(34.9)
Comprehensive income	Comprehensive income										130.9		Comprehensive income										119.7
Purchase of treasury shares	Purchase of treasury shares	(43,913)	—		(4.6)		(0.1)				(4.7)		Purchase of treasury shares	(22,793)	—		(2.7)		(0.2)				(2.9)
Stock plans	Stock plans	243,521	—		10.0						10.0		Stock plans	330,289	0.1		20.4						20.5
Cash dividends declared, $0.85 per common share							(96.5)				(96.5)
Cash dividends declared, $0.88 per common share													Cash dividends declared, $0.88 per common share						(100.1)				(100.1)
Other	Other						—				—		Other						—				—
Balance at July 31, 2018		113,772,448	$	28.9	$	5,745.1	$	2,275.6	$	(118.8)	$	7,930.8
Net income							188.5				188.5
Other comprehensive income (loss)									2.4		2.4
Comprehensive income											190.9
Purchase of treasury shares		(2,485)	—		(0.3)		—				(0.3)
Stock plans		(9,883)	—		5.1						5.1
Cash dividends declared, $0.85 per common share							(96.5)				(96.5)
Other			—				—				—
Balance at October 31, 2018		113,760,080	$	28.9	$	5,749.9	$	2,367.6	$	(116.4)	$	8,030.0
Net income							121.4				121.4
Other comprehensive income (loss)									(36.9)		(36.9)
Comprehensive income											84.5
Purchase of treasury shares		(1,746)	—		(0.2)		—				(0.2)
Stock plans		122	—		3.7						3.7
Cash dividends declared, $0.85 per common share							(96.4)				(96.4)
Balance at July 31, 2019													Balance at July 31, 2019	114,049,792	$	29.0	$	5,773.5	$	2,421.9	$	(216.7)	$	8,007.7

Balance at January 31, 2019		113,758,456	$	28.9	$	5,753.4	$	2,392.6	$	(153.3)	$	8,021.6

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.

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes, which removes certain exceptions for investments, intraperiod allocations and interim calculations, and adds guidance to reduce complexity in accounting for income taxes. ASU 2019-12 will be effective for us on May 1, 2021, with the option to early adopt at any time prior to the effective date. Accounting for franchise taxes will require adoption on a retrospective or modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. All other applicable provisions will require adoption on a retrospective, modified retrospective, or prospective basis, as required by ASU 2019-12. We do not anticipate that the adoption of this ASU will have a material impact on our financial statements and disclosures.

In August 2018, the FASB issued ASU ~~2018-15,~~ ~~Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract~~. ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for us on May 1, 2020, but we elected to early adopt on May 1, 2019, as permitted, on a prospective basis. During the nine months ended January 31, 2020, we capitalized implementation costs related to third-party cloud computing services of $3.4, which is reflected in other noncurrent assets in the Condensed Consolidated Balance Sheet.

~~In August 2018, the FASB also issued ASU~~ 2018-14, Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20) Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement benefit plans. The guidance removes disclosures that are no longer considered cost beneficial and adds new, as well as clarifies certain other, disclosure requirements. ASU 2018-14 will be effective for us on May 1, 2020, with the option to early adopt at any time prior to the effective date, and it will require adoption on a retrospective basis. We do not anticipate that the adoption of this ASU will have a material impact on our disclosures.

~~In August 2018, the U.S. Securities and Exchange Commission (“SEC”) adopted the final rule under SEC Release No. 33-10532,~~ ~~Disclosure Update and Simplification~~, to eliminate or modify certain disclosure rules that are redundant, outdated, or duplicative of U.S. GAAP or other regulatory requirements. This rule was effective on November 5, 2018, and as a result, we adopted a portion of the amendments during 2019. This rule also amended the disclosure requirements related to the analysis of shareholders’ equity, which was expanded to the interim financial statements and was effective for us on May 1, ~~2019. While the new shareholders’ equity disclosure requirements impacted~~2020. It did not impact our interim ~~financial statements beginning May 1, 2019, the amendments in this rule did~~disclosures and we do not ~~have~~anticipate a material impact on our ~~other financial statements and~~annual disclosures.

~~In February 2016, in an effort to increase transparency and comparability among organizations, the FASB issued ASU 2016-02,~~ ~~Leases (Topic 842)~~, which requires lessees to recognize a right-of-use asset and lease liability for all leases with a term of more than 12 months. We adopted the requirements of ASU 2016-02 and all related amendments on May 1, 2019, utilizing an optional transition method that allows for a cumulative-effect adjustment in the period of adoption with no restatement of prior periods. This transition method also does not require new lease disclosures for periods prior to the effective date. We elected certain practical expedients available under the guidance, including a package of practical expedients which allowed us to not reassess prior conclusions related to existing contracts containing leases, lease classification, and initial direct costs.

Adoption of ASU 2016-02 on May 1, 2019, resulted in the recognition of operating lease right-of-use assets and lease liabilities of $159.2 and $166.6, respectively, in the Condensed Consolidated Balance Sheet. The difference between the additional lease assets and lease liabilities was primarily due to an existing deferred rent balance that was reclassified to the operating lease liability. The new standard did not materially impact our Condensed Statement of Consolidated Income or Condensed Statement of Consolidated Cash Flows. The additional disclosures required are presented within Note 13: Leases.

On May 14, 2018, we acquired the equity of Ainsworth Pet Nutrition, LLC (“Ainsworth”), a leading producer, distributor, and marketer of premium pet food and pet snacks, predominantly within the U.S., in an all-cash transaction valued at $1.9 billion. The transaction was funded with a bank term loan and borrowings under our commercial paper program of approximately $1.5 billion and $400.0, respectively. For additional information on the financing associated with this transaction, refer to Note 9: Debt and Financing Arrangements.

During 2019, the final purchase price was 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 other estimates made by management. The purchase price allocation included total intangible assets of $1.3 billion. 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. As a result of the acquisition, we recognized total goodwill of $617.8 within the U.S. Retail Pet Foods segment, which represented the value we expected to achieve through the implementation of operational synergies and growth opportunities as a result of integrating Ainsworth into our U.S. Retail Pet Foods segment. Of the total goodwill, $446.0 was deductible for income tax purposes at the acquisition date, of which $392.9 remains deductible at January 31, 2020. The goodwill and indefinite-lived trademarks within the U.S. Retail Pet Foods segment, inclusive of the recently acquired Ainsworth business, remain susceptible to future impairment charges due to the narrow differences between fair value and carrying value. Any significant adverse change in our near or long-term projections or macroeconomic conditions could result in future impairment charges. For more information, see Note 8: Goodwill and Other Intangible Assets.

Integration and restructuring costs primarily consist of employee-related costs and other transition and termination costs related to certain acquisition or restructuring activities. Employee-related costs include severance, retention bonuses, and relocation costs. Severance costs and retention bonuses are recognized over the estimated future service period of the affected employees, and relocation costs are expensed as incurred. Other transition and termination costs include fixed asset-related charges, contract and lease termination costs, professional fees, and other miscellaneous expenditures associated with the integration or restructuring activities, which are expensed as incurred. These integration and restructuring costs are not allocated to segment profit and are reported in other special project costs in the Condensed ~~Statements~~Statement of Consolidated Income. The obligation related to employee separation costs is included in other current liabilities in the Condensed Consolidated Balance Sheets.

Integration Costs: ~~Total~~As of April 30, 2020, integration of the Ainsworth Pet Nutrition, LLC (“Ainsworth”) acquisition was considered complete. We incurred total integration costs of $48.6 related to the acquisition, of ~~Ainsworth are anticipated to be approximately $50.0, the majority of~~ which ~~are expected to be cash~~$4.7 were noncash charges. ~~Of the total anticipated integration costs, we expect approximately one-third to be employee-related costs. All remaining integration costs are expected to be incurred by the end of 2020.~~

Noncash charges primarily consisted of ~~$0.1 and $1.0 were included in the integration~~accelerated depreciation. While we did 0t incur any costs ~~incurred~~ during the three months ended ~~January~~July 31, 2020, ~~and 2019, respectively, and $0.5 and $2.8~~we incurred integration costs of $3.3 during the ~~nine~~three months ended ~~January~~July 31, ~~2020~~2019, primarily consisting of other transition and ~~2019, respectively. Cumulative noncash charges incurred to date were $4.6 and primarily consisted of accelerated depreciation.~~termination costs. The obligation related to severance costs and retention bonuses was ~~$0.3~~$0.4 and ~~$1.6~~$0.5 at ~~January~~July 31, 2020, and April 30, ~~2019,~~2020, respectively.

~~Restructuring Costs:~~ We completed the restructuring activities associated with our organization optimization program as of April 30, 2019, and as a result, we did 0t incur any related costs during the three and nine months ended January 31, 2020. We incurred restructuring costs of $11.1 and $28.0 during the three and nine months ended January 31, 2019, respectively, primarily consisting of employee-related costs. Total restructuring costs of $74.6 were incurred related to the program, which included $48.7 and $25.9 of employee-related costs and other transition and termination costs, respectively. Noncash charges included in the total restructuring costs were $15.2, of which $1.2 and $2.2 were incurred during the three and nine months ended January 31, 2019, respectively. Noncash charges primarily consisted of accelerated depreciation. The obligation related to severance costs and retention bonuses was fully satisfied as of January 31, 2020, and was $0.8 at April 30, 2019.

The operating results for this business were primarily included in the U.S. Retail Consumer Foods segment prior to the sale. We received proceeds from the divestiture of $369.5, which were net of cash transaction costs and included a working capital adjustment. During 2019, we recognized a pre-tax gain of $27.7 related to this transaction, of which $1.0 was recognized during the third quarter associated with the working capital adjustment that was finalized during the fourth quarter. The gain was included in other operating expense (income) – net within the Condensed Statement of Consolidated Income.

We operate in 1 industry: the manufacturing and marketing of food and beverage products. We have 43 reportable segments: U.S. Retail Pet Foods, U.S. Retail Coffee, and U.S. Retail Consumer ~~Foods, and~~Foods. Effective during the first quarter of 2021, the presentation of International and Away From ~~Home.~~Home represents a combination of all other operating segments that are not individually reportable. As a result of recent leadership changes, these operating segments are now being managed and reported separately, and no longer represent a reportable segment for segment reporting purposes. Prior year segment results have not been modified, as the combination of these operating segments represents the previously reported International and Away From Home reportable segment.

The U.S. Retail Pet Foods segment primarily includes the domestic sales of Rachael Ray^TM® Nutrish^®, Meow Mix^®, Milk-Bone^®, ~~Natural Balance~~9Lives^®, Kibbles ’n Bits^®, ~~9Lives~~ Natural Balance^®,~~Nature’s Recipe~~Pup-Peroni^®, and ~~Pup-Peroni~~Nature’s Recipe^®branded products; the U.S. Retail Coffee segment primarily includes the domestic sales of Folgers^®, Dunkin’ Donuts^®, and Café Bustelo^®branded coffee; and the U.S. Retail Consumer Foods segment primarily includes the domestic sales of Smucker’s^®, Jif^®, and Crisco^®branded products. ~~The~~ International and Away From Home ~~segment comprises~~includes the sale of products distributed domestically and in foreign countries through retail channels and foodservice distributors and operators (e.g., health care operators, restaurants, lodging, ~~schools~~hospitality, offices, K-12, colleges and universities, ~~health care operators)~~and convenience stores).

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 expenses such as corporate administrative expenses, unallocated gains and losses on commodity and foreign currency exchange derivative activities, as well as amortization expense and impairment charges related to intangible assets.

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,							Three Months Ended July 31,
		2020		2019		2020		2019			2020		2019
Net sales:	Net sales:									Net sales:
U.S. Retail Pet Foods	U.S. Retail Pet Foods	$	721.9	$	759.0	$	2,101.7	$	2,158.3	U.S. Retail Pet Foods	$	692.6	$	669.9
U.S. Retail Coffee	U.S. Retail Coffee	558.8		561.6		1,567.9		1,596.0		U.S. Retail Coffee	570.9		465.7
U.S. Retail Consumer Foods	U.S. Retail Consumer Foods	422.9		422.7		1,251.2		1,367.9		U.S. Retail Consumer Foods	489.2		402.2
International and Away From Home	International and Away From Home	268.7		268.6		788.2		813.7		International and Away From Home	219.1		241.1
Total net sales	Total net sales	$	1,972.3	$	2,011.9	$	5,709.0	$	5,935.9	Total net sales	$	1,971.8	$	1,778.9
Segment profit:	Segment profit:									Segment profit:
U.S. Retail Pet Foods	U.S. Retail Pet Foods	$	146.0	$	147.9	$	403.1	$	372.2	U.S. Retail Pet Foods	$	125.3	$	120.1
U.S. Retail Coffee	U.S. Retail Coffee	189.5		183.7		500.9		505.8		U.S. Retail Coffee	182.6		128.9
U.S. Retail Consumer Foods	U.S. Retail Consumer Foods	84.2		95.9		256.6		327.5		U.S. Retail Consumer Foods	131.5		81.0
International and Away From Home	International and Away From Home	49.0		52.5		131.7		152.6		International and Away From Home	30.9		32.3
Total segment profit	Total segment profit	$	468.7	$	480.0	$	1,292.3	$	1,358.1	Total segment profit	$	470.3	$	362.3
Amortization	Amortization	(58.8)		(59.7)		(176.4)		(179.9)		Amortization	(59.6)		(58.8)

Other intangible assets impairment charges		(52.4)		(107.2)		(52.4)		(107.2)

Interest expense – net	Interest expense – net	(45.1)		(51.6)		(143.6)		(158.8)		Interest expense – net	(46.1)		(49.4)
Unallocated derivative gains (losses)	Unallocated derivative gains (losses)	7.7		(2.9)		37.6		(25.0)		Unallocated derivative gains (losses)	16.2		29.0
Other special project costs ^(A)	Other special project costs ^(A)	(3.3)		(18.8)		(9.9)		(51.9)		Other special project costs ^(A)	—		(3.3)
Corporate administrative expenses	Corporate administrative expenses	(72.9)		(73.8)		(214.8)		(219.1)		Corporate administrative expenses	(65.8)		(71.6)
Other income (expense) – net	Other income (expense) – net	(1.4)		(8.8)		(4.5)		(16.5)		Other income (expense) – net	(1.4)		(1.5)
Income before income taxes	Income before income taxes	$	242.5	$	157.2	$	728.3	$	599.7	Income before income taxes	$	313.6	$	206.7


		Three Months Ended January 31,						Nine Months Ended January 31,								Three Months Ended July 31,
		2020		2019		2020		2019		Primary Reportable Segment ^(A)		2020		2019			Primary Reportable Segment ^(A)
Coffee	Coffee	$	650.7	$	653.5	$	1,824.5	$	1,867.3	U.S. Retail Coffee	Coffee	$	635.7	$	546.7		U.S. Retail Coffee
Dog food	Dog food	300.8		337.5		899.0		980.9		U.S. Retail Pet Foods	Dog food	277.7		295.6			U.S. Retail Pet Foods
Cat food	Cat food	223.9		218.9		633.6		615.2		U.S. Retail Pet Foods	Cat food	220.0		195.9			U.S. Retail Pet Foods
Pet snacks	Pet snacks	214.6		217.9		617.8		607.6		U.S. Retail Pet Foods	Pet snacks	212.8		193.2			U.S. Retail Pet Foods
Peanut butter	Peanut butter	180.0		188.5		533.3		574.6		U.S. Retail Consumer Foods	Peanut butter	199.9		177.9			U.S. Retail Consumer Foods
Fruit spreads	Fruit spreads	88.3		86.0		264.0		254.6		U.S. Retail Consumer Foods	Fruit spreads	104.3		89.2			U.S. Retail Consumer Foods
Frozen handheld	Frozen handheld	82.6		67.3		247.5		210.5		U.S. Retail Consumer Foods	Frozen handheld	95.5		71.5			U.S. Retail Consumer Foods
Shortening and oils	Shortening and oils	68.9		74.8		192.2		207.0		U.S. Retail Consumer Foods	Shortening and oils	77.3		51.5			U.S. Retail Consumer Foods
Juices and beverages											Juices and beverages	33.6		31.2			U.S. Retail Consumer Foods
Portion control	Portion control	42.0		40.1		123.9		122.6		International and Away From Home	Portion control	24.0		39.4			Other ^(B)
Juices and beverages		30.4		30.6		94.0		96.7		U.S. Retail Consumer Foods
Baking mixes and ingredients	Baking mixes and ingredients	19.6		21.9		59.3		164.6		International and Away From Home ^(B)	Baking mixes and ingredients	23.2		13.7			Other ^(B)
Other	Other	70.5		74.9		219.9		234.3		International and Away From Home	Other	67.8		73.1			Other ^(B)
Total net sales	Total net sales	$	1,972.3	$	2,011.9	$	5,709.0	$	5,935.9		Total net sales	$	1,971.8	$	1,778.9


		Three Months Ended January 31,						Nine Months Ended January 31,							Three Months Ended July 31,
		2020		2019		2020		2019			2020		2019
Net income	Net income	$	187.4	$	121.4	$	553.2	$	442.9	Net income	$	237.0	$	154.6
Less: Net income allocated to participating securities	Less: Net income allocated to participating securities	1.1		0.6		3.2		2.3		Less: Net income allocated to participating securities	1.1		0.8
Net income allocated to common stockholders	Net income allocated to common stockholders	$	186.3	$	120.8	$	550.0	$	440.6	Net income allocated to common stockholders	$	235.9	$	153.8
Weighted-average common shares outstanding	Weighted-average common shares outstanding	113.4		113.2		113.3		113.1		Weighted-average common shares outstanding	113.5		113.2
Add: Dilutive effect of stock options	Add: Dilutive effect of stock options	—		—		—		—		Add: Dilutive effect of stock options	—		0.1
Weighted-average common shares outstanding – assuming dilution	Weighted-average common shares outstanding – assuming dilution	113.4		113.2		113.3		113.1		Weighted-average common shares outstanding – assuming dilution	113.5		113.3
Net income per common share	Net income per common share	$	1.64	$	1.07	$	4.85	$	3.89	Net income per common share	$	2.08	$	1.36
Net income per common share – assuming dilution	Net income per common share – assuming dilution	$	1.64	$	1.07	$	4.85	$	3.89	Net income per common share – assuming dilution	$	2.08	$	1.36

January 31, 2020 April 30, 2019
Acquisition Cost Accumulated Amortization/Impairment Charges/Foreign Currency Exchange Net Acquisition Cost Accumulated Amortization/Impairment Charges/Foreign Currency Exchange Net
Finite-lived intangible assets subject to
amortization:
Customer and contractual relationships $ 4,471.1 $ 1,302.8 $ 3,168.3 $ 4,471.1 $ 1,156.8 $ 3,314.3
Patents and technology 168.5 135.6 32.9 168.5 127.4 41.1
Trademarks 502.0 188.0 314.0 499.9 166.9 333.0
Total intangible assets subject to amortization $ 5,141.6 $ 1,626.4 $ 3,515.2 $ 5,139.5 $ 1,451.1 $ 3,688.4
Indefinite-lived intangible assets not subject to
amortization:
Trademarks $ 3,319.0 $ 342.8 $ 2,976.2 $ 3,321.1 $ 290.7 $ 3,030.4
Total other intangible assets $ 8,460.6 $ 1,969.2 $ 6,491.4 $ 8,460.6 $ 1,741.8 $ 6,718.8

During the third quarter of 2020, we began our annual planning cycle, which was not complete as of January 31, 2020; however, certain brand-level decisions were made during the quarter that we evaluated to determine whether the carrying value of certain indefinite-lived intangible assets more likely than not exceeded fair value. As a result, we recognized an impairment charge of $52.4 related to the ~~Natural Balance~~ brand within the U.S. Retail Pet Foods segment due to a decline in current year and long-term net sales expectations and the royalty rate used in the interim analysis, primarily driven by the market environment and re-positioning of this brand within the Pet Foods brand portfolio. This charge was included as a noncash charge in our Condensed Statement of Consolidated Income. Additionally, we reassessed the long-term strategic expectations for the ~~Natural Balance~~ ~~brand and will reclassify this brand as a finite-lived intangible asset as of February 1, 2020, resulting in annual amortization expense of $4.5.~~

As of January 31, 2020, there were no other indicators of impairment, and as a result, we do not believe that our reporting units or any of our remaining indefinite-lived intangible assets are more likely than not impaired. However, the goodwill and indefinite-lived trademarks within the U.S. Retail Pet Foods segment, inclusive of the recently acquired Ainsworth business, remain susceptible to future impairment charges due to the narrow differences between fair value and carrying value. Any significant adverse change in our near or long-term projections or macroeconomic conditions could result in future impairment charges. The carrying values of the goodwill and indefinite-lived intangible assets within the U.S. Retail Pet Foods segment were $2.4 billion and $1.4 billion, respectively, as of January 31, 2020.


		January 31, 2020						April 30, 2019							July 31, 2020				April 30, 2020
		Principal Outstanding		Carrying Amount (A)		Principal Outstanding		Carrying Amount (A)			Principal Outstanding		Carrying Amount (A)		Principal Outstanding		Carrying Amount (A)
2.20% Senior Notes due December 6, 2019		$	—	$	—	$	300.0	$	299.5
2.50% Senior Notes due March 15, 2020		500.0		499.8		500.0		499.0
3.50% Senior Notes due October 15, 2021	3.50% Senior Notes due October 15, 2021	750.0		762.9		750.0		768.4		3.50% Senior Notes due October 15, 2021	$	750.0	$	759.2	$	750.0	$	761.1
3.00% Senior Notes due March 15, 2022	3.00% Senior Notes due March 15, 2022	400.0		398.5		400.0		398.0		3.00% Senior Notes due March 15, 2022	400.0		398.9		400.0		398.7
3.50% Senior Notes due March 15, 2025	3.50% Senior Notes due March 15, 2025	1,000.0		995.8		1,000.0		995.2		3.50% Senior Notes due March 15, 2025	1,000.0		996.2		1,000.0		996.0
3.38% Senior Notes due December 15, 2027	3.38% Senior Notes due December 15, 2027	500.0		496.6		500.0		496.2		3.38% Senior Notes due December 15, 2027	500.0		496.8		500.0		496.7
2.38 % Senior Notes due March 15, 2030										2.38 % Senior Notes due March 15, 2030	500.0		495.3		500.0		495.2
4.25% Senior Notes due March 15, 2035	4.25% Senior Notes due March 15, 2035	650.0		643.8		650.0		643.5		4.25% Senior Notes due March 15, 2035	650.0		644.0		650.0		643.9
4.38% Senior Notes due March 15, 2045	4.38% Senior Notes due March 15, 2045	600.0		586.4		600.0		586.0		4.38% Senior Notes due March 15, 2045	600.0		586.7		600.0		586.5
3.55% Senior Notes due March 15, 2050										3.55% Senior Notes due March 15, 2050	300.0		295.7		300.0		295.7
Term Loan Credit Agreement due May 14, 2021	Term Loan Credit Agreement due May 14, 2021	700.0		699.3		800.0		799.0		Term Loan Credit Agreement due May 14, 2021	400.0		399.8		700.0		699.5
Total long-term debt	Total long-term debt	$	5,100.0	$	5,083.1	$	5,500.0	$	5,484.8	Total long-term debt	$	5,100.0	$	5,072.6	$	5,400.0	$	5,373.3
Current portion of long-term debt	Current portion of long-term debt	500.0		499.8		800.0		798.5		Current portion of long-term debt	400.0		399.8		—		—
Total long-term debt, less current portion	Total long-term debt, less current portion	$	4,600.0	$	4,583.3	$	4,700.0	$	4,686.3	Total long-term debt, less current portion	$	4,700.0	$	4,672.8	$	5,400.0	$	5,373.3

We entered into interest rate contracts in November 2018 and June 2018, with notional values of $300.0 and $500.0, respectively, to manage our exposure to interest rate volatility associated with anticipated debt financing in 2020. These interest rate contracts are designated as cash flow hedges, and as a result, the mark-to-market gains or losses on these contracts are deferred and included as a component of accumulated other comprehensive income (loss) and reclassified to interest expense in the period during which the hedged transactions affect earnings. At January 31, 2020, unrealized losses of $168.9 were deferred in accumulated other comprehensive income (loss) for these derivative instruments. For additional information, see Note 11: Derivative Financial Instruments.contracts.

In April 2018, 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 $1.5 billion. The full amount of the Term Loan was drawn on May 14, 2018, to partially finance the Ainsworth ~~acquisition, as discussed in Note 3: Acquisition.~~acquisition. 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 ~~are~~is payable either on a quarterly basis or at the end of the borrowing term. The Term Loan does not require scheduled amortization payments. Voluntary prepayments are permitted without premium or penalty. As of ~~January~~July 31, 2020, we have prepaid ~~$800.0~~$1.1 billion on the Term Loan to date, including ~~$100.0~~$300.0 in ~~2020.~~the first quarter of 2021. The interest rate on the Term Loan at ~~January~~July 31, 2020, was ~~2.45~~0.97 percent. In November 2019, we entered into an amendment to the Term Loan that decreased the applicable margins on LIBOR, based on our long-term unsecured debt rating. This amendment did not have a material impact on our condensed consolidated financial statements.

We have available a $1.8 billion unsecured revolving credit facility with a group of 11 banks that matures in September 2022. Borrowings under the revolving credit facility bear interest on the prevailing U.S. Prime 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. We did 0t have a balance outstanding under the revolving credit facility at ~~January~~July 31, 2020, or April 30, ~~2019.~~2020.

We participate in a commercial paper program under which we can issue short-term, unsecured commercial paper not to exceed $1.8 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~~July 31, 2020, and April 30, ~~2019,~~2020, we had ~~$310.0~~$296.0 and ~~$426.0~~$248.0 of short-term borrowings outstanding, respectively, which were issued under our commercial paper program at weighted-average interest rates of ~~1.79~~0.25 percent and ~~2.75~~0.40 percent, respectively.

Interest paid totaled ~~$18.3~~$10.2 and ~~$24.4~~$21.6 for the three months ended ~~January 31, 2020 and 2019, respectively, and $118.3 and $131.8, for the nine months ended January~~July 31, 2020 and 2019, respectively. This differs from interest expense due to the timing of interest payments, ~~effect of interest rate contracts,~~ amortization of debt issuance costs and discounts, effect of interest rate contracts, capitalized interest, and payment of other debt fees.

Three Months Ended January 31,
Defined Benefit Pension Plans Other Postretirement Benefits
2020 2019 2020 2019
Service cost $ 0.4 $ 0.6 $ 0.4 $ 0.5
Interest cost 5.2 5.9 0.5 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 (0.2) (0.4)
Curtailment loss (gain) — 0.3 — —
Settlement loss (gain) — 4.2 — —
Net periodic benefit cost $ 1.8 $ 6.4 $ 0.6 $ 0.6


		Nine Months Ended January 31,															Three Months Ended July 31,
		Defined Benefit Pension Plans						Other Postretirement Benefits							Defined Benefit Pension Plans				Other Postretirement Benefits
		2020		2019		2020		2019			2020		2019		2020		2019
Service cost	Service cost	$	1.2	$	1.7	$	1.3	$	1.4	Service cost	$	0.5	$	0.4	$	0.5	$	0.5
Interest cost	Interest cost	15.7		17.6		1.7		1.8		Interest cost	4.6		5.2		0.4		0.6
Expected return on plan assets	Expected return on plan assets	(18.1)		(20.3)		—		—		Expected return on plan assets	(6.1)		(6.0)		—		—
Amortization of net actuarial loss (gain)	Amortization of net actuarial loss (gain)	6.0		6.1		(0.2)		(0.4)		Amortization of net actuarial loss (gain)	3.3		2.0		—		(0.1)
Amortization of prior service cost (credit)	Amortization of prior service cost (credit)	0.6		0.7		(0.8)		(1.0)		Amortization of prior service cost (credit)	0.2		0.2		(0.3)		(0.3)
Curtailment loss (gain)		—		0.3		—		—
Settlement loss (gain)		—		4.2		—		—

Net periodic benefit cost	Net periodic benefit cost	$	5.4	$	10.3	$	2.0	$	1.8	Net periodic benefit cost	$	2.5	$	1.8	$	0.6	$	0.7

Commodity Price Management: We enter into commodity derivatives to manage 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 derivatives to manage price risk for energy input costs, including diesel fuel and natural gas. Our derivative instruments generally have maturities of less than one year.

Foreign Currency Exchange Rate Hedging: We utilize foreign currency derivatives 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 interest rate risk associated with anticipated debt transactions, as well as to manage changes in the fair value of our long-term debt. At the inception of an interest rate contract, the instrument is evaluated and documented for qualifying hedge accounting treatment. If the contract is designated as a cash flow hedge, the mark-to-market gains or losses on the contract are deferred and included as a component of accumulated other comprehensive income (loss) 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 contract is recognized at fair value on the balance sheet and changes in the fair value are recognized in interest expense. Generally, changes in the fair value of the contract are equal to changes in the fair value of the underlying debt and have no net impact on earnings.

In 2020, we terminated interest rate contracts ~~in November 2018~~concurrent with the pricing of the Senior Notes due March 15, 2030, and ~~June 2018, with notional values of $300.0~~March 15, 2050. They were designated as cash flow hedges and ~~$500.0, respectively,~~were used to manage our exposure to interest rate volatility associated with the anticipated debt ~~financing~~financing. The termination resulted in ~~2020. These interest rate contracts are designated as cash flow hedges,~~a pre-tax loss of $239.8, which was deferred and included as a ~~result, unrealized losses~~component of ~~$168.9 were deferred in~~ accumulated other comprehensive income (loss) ~~at January 31, 2020.~~and is being amortized as interest expense over the life of the debt.

In 2015, we terminated the interest rate swap on the 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. 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 recorded as an increase in the ~~long-term~~long-

term debt balance and is being recognized over the remaining life of the underlying debt as a reduction to interest expense. To date, we have recognized ~~$39.2~~$43.3 of the gain, of which ~~$2.1~~$2.2 and ~~$6.2~~$2.0 was recognized during the three ~~and nine~~ months ended ~~January~~July 31, 2020 and 2019, respectively. The remaining gain will be recognized as follows: ~~$1.9~~$6.2 through the remainder of ~~2020, $8.4 in~~ 2021 and $4.0 in 2022.


		January 31, 2020															July 31, 2020
		Other Current Assets		Other Current Liabilities		Other Noncurrent Assets		Other Noncurrent Liabilities			Other Current Assets		Other Current Liabilities		Other Noncurrent Assets		Other Noncurrent Liabilities
Derivatives designated as hedging instruments:
Interest rate contracts		$	—	$	168.9	$	—	$	—
Total derivatives designated as hedging instruments		$	—	$	168.9	$	—	$	—

Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:									Derivatives not designated as hedging instruments:
Commodity contracts	Commodity contracts	$	8.6	$	16.4	$	—	$	—	Commodity contracts	$	20.4	$	17.6	$	0.1	$	—
Foreign currency exchange contracts	Foreign currency exchange contracts	0.4		0.1		—		—		Foreign currency exchange contracts	0.5		1.3		—		—
Total derivatives not designated as hedging instruments		$	9.0	$	16.5	$	—	$	—
Total derivative instruments	Total derivative instruments	$	9.0	$	185.4	$	—	$	—	Total derivative instruments	$	20.9	$	18.9	$	0.1	$	—


		April 30, 2019															April 30, 2020
		Other Current Assets		Other Current Liabilities		Other Noncurrent Assets		Other Noncurrent Liabilities			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:	Derivatives not designated as hedging instruments:									Derivatives not designated as hedging instruments:
Commodity contracts	Commodity contracts	$	4.8	$	25.8	$	—	$	—	Commodity contracts	$	14.7	$	33.2	$	—	$	—
Foreign currency exchange contracts	Foreign currency exchange contracts	1.4		0.2		—		—		Foreign currency exchange contracts	2.4		0.1		—		—
Total derivatives not designated as hedging instruments		$	6.2	$	26.0	$	—	$	—
Total derivative instruments	Total derivative instruments	$	6.2	$	75.1	$	—	$	—	Total derivative instruments	$	17.1	$	33.3	$	—	$	—

We have elected to not offset fair value amounts recognized for our exchange-traded 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~~July 31, 2020, and April 30, ~~2019,~~2020, we maintained cash margin account balances of ~~$25.7~~$15.6 and ~~$40.7,~~$43.2, 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 ~~exchange-traded~~ 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.

Interest expense – net, as presented in the Condensed Statements of Consolidated Income was ~~$45.1~~$46.1 and ~~$51.6~~$49.4 for the three months ended ~~January 31, 2020 and 2019, respectively, and was $143.6 and $158.8 for the nine months ended January~~July 31, 2020 and 2019, respectively. The following table presents information on the pre-tax gains and losses recognized on terminated interest rate contracts that were designated as cash flow hedges.


		Three Months Ended January 31,						Nine Months Ended January 31,							Three Months Ended July 31,
		2020		2019		2020		2019			2020		2019
Gains (losses) recognized in other comprehensive income (loss)	Gains (losses) recognized in other comprehensive income (loss)	$	(22.7)	$	(48.1)	$	(119.8)	$	(37.6)	Gains (losses) recognized in other comprehensive income (loss)	$	—	$	(53.0)
Less: Gains (losses) reclassified from accumulated other comprehensive income (loss) to interest expense	Less: Gains (losses) reclassified from accumulated other comprehensive income (loss) to interest expense	(0.1)		(0.1)		(0.3)		(0.3)		Less: Gains (losses) reclassified from accumulated other comprehensive income (loss) to interest expense	(3.4)		(0.1)
Change in accumulated other comprehensive income (loss)	Change in accumulated other comprehensive income (loss)	$	(22.6)	$	(48.0)	$	(119.5)	$	(37.3)	Change in accumulated other comprehensive income (loss)	$	3.4	$	(52.9)

Included as a component of accumulated other comprehensive income (loss) at ~~January~~July 31, 2020, and April 30, ~~2019,~~2020, were deferred net pre-tax losses of ~~$172.0~~$237.7 and ~~$52.5,~~$241.1, respectively, related to the ~~active and~~ terminated interest rate contracts. The related net tax benefit recognized in accumulated other comprehensive income (loss) at ~~January~~July 31, 2020, and April 30, ~~2019,~~2020, was ~~$39.6~~$54.7 and ~~$12.1,~~$55.5, respectively. Approximately ~~$8.9~~$13.9 of the net pre-tax loss will be recognized over the next 12 months related to the ~~active and~~ terminated interest rate contracts.

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,
2020 2019 2020 2019
Net gains (losses) on mark-to-market valuation of
unallocated derivative positions $ (7.0) $ (25.6) $ (5.6) $ (54.2)
Less: Net gains (losses) on derivative positions
reclassified to segment operating profit (14.7) (22.7) (43.2) (29.2)
Unallocated derivative gains (losses) $ 7.7 $ (2.9) $ 37.6 $ (25.0)


	Three Months Ended July 31,
	2020		2019
Net gains (losses) on mark-to-market valuation of unallocated derivative positions	$	9.1	$	11.6
Less: Net gains (losses) on derivative positions reclassified to segment operating profit	(7.1)		(17.4)
Unallocated derivative gains (losses)	$	16.2	$	29.0


		January 31, 2020		April 30, 2019			July 31, 2020		April 30, 2020
Commodity contracts	Commodity contracts	$	808.9	$	544.8	Commodity contracts	$	679.5	$	890.1
Foreign currency exchange contracts	Foreign currency exchange contracts	88.1		144.9		Foreign currency exchange contracts	74.3		65.6
Interest rate contracts		800.0		800.0

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 remaining financial instruments, with the exception of long-term debt, are recognized at estimated fair value in the Condensed Consolidated Balance Sheets.


		January 31, 2020						April 30, 2019							July 31, 2020				April 30, 2020
		Carrying Amount		Fair Value		Carrying Amount		Fair Value			Carrying Amount		Fair Value		Carrying Amount		Fair Value
Marketable securities and other investments	Marketable securities and other investments	$	40.7	$	40.7	$	40.9	$	40.9	Marketable securities and other investments	$	39.3	$	39.3	$	38.6	$	38.6
Derivative financial instruments – net	Derivative financial instruments – net	(176.4)		(176.4)		(68.9)		(68.9)		Derivative financial instruments – net	2.1		2.1		(16.2)		(16.2)
Total long-term debt	Total long-term debt	(5,083.1)		(5,386.8)		(5,484.8)		(5,504.0)		Total long-term debt	(5,072.6)		(5,659.7)		(5,373.3)		(5,740.6)

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.


		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, 2020			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, 2020
Marketable securities and other investments: ^(A)	Marketable securities and other investments: ^(A)									Marketable securities and other investments: ^(A)
Equity mutual funds	Equity mutual funds	$	9.6	$	—	$	—	$	9.6	Equity mutual funds	$	9.3	$	—	$	—	$	9.3
Municipal obligations	Municipal obligations	—		31.1		—		31.1		Municipal obligations	—		24.6		—		24.6
Money market funds	Money market funds	—		—		—		—		Money market funds	5.4		—		—		5.4
Derivative financial instruments: ^(B)	Derivative financial instruments: ^(B)									Derivative financial instruments: ^(B)
Commodity contracts – net	Commodity contracts – net	(7.5)		(0.3)		—		(7.8)		Commodity contracts – net	2.4		0.5		—		2.9
Foreign currency exchange contracts – net	Foreign currency exchange contracts – net	—		0.3		—		0.3		Foreign currency exchange contracts – net	(0.2)		(0.6)		—		(0.8)
Interest rate contracts		—		(168.9)		—		(168.9)
Total long-term debt ^(C)	Total long-term debt ^(C)	(4,662.4)		(724.4)		—		(5,386.8)		Total long-term debt ^(C)	(5,255.6)		(404.1)		—		(5,659.7)
Total financial instruments measured at fair value	Total financial instruments measured at fair value	$	(4,660.3)	$	(862.2)	$	—	$	(5,522.5)	Total financial instruments measured at fair value	$	(5,238.7)	$	(379.6)	$	—	$	(5,618.3)


		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at April 30, 2019			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, 2020
Marketable securities and other investments: ^(A)	Marketable securities and other investments: ^(A)									Marketable securities and other investments: ^(A)
Equity mutual funds	Equity mutual funds	$	8.7	$	—	$	—	$	8.7	Equity mutual funds	$	8.7	$	—	$	—	$	8.7
Municipal obligations	Municipal obligations	—		31.7		—		31.7		Municipal obligations	—		24.2		—		24.2
Money market funds	Money market funds	0.5		—		—		0.5		Money market funds	5.7		—		—		5.7
Derivative financial instruments: ^(B)	Derivative financial instruments: ^(B)									Derivative financial instruments: ^(B)
Commodity contracts – net	Commodity contracts – net	(20.7)		(0.3)		—		(21.0)		Commodity contracts – net	(18.3)		(0.2)		—		(18.5)
Foreign currency exchange contracts – net	Foreign currency exchange contracts – net	(0.1)		1.3		—		1.2		Foreign currency exchange contracts – net	0.2		2.1		—		2.3
Interest rate contracts		—		(49.1)		—		(49.1)

Total long-term debt ^(C)	Total long-term debt ^(C)	(4,646.6)		(857.4)		—		(5,504.0)		Total long-term debt ^(C)	(5,032.0)		(708.6)		—		(5,740.6)
Total financial instruments measured at fair value	Total financial instruments measured at fair value	$	(4,658.2)	$	(873.8)	$	—	$	(5,532.0)	Total financial instruments measured at fair value	$	(5,035.7)	$	(682.5)	$	—	$	(5,718.2)

(A)Marketable securities and other investments consist of funds maintained for the payment of benefits associated with nonqualified retirement plans. The funds include equity securities listed in active markets, municipal obligations valued by a third party using valuation techniques that utilize inputs that are derived principally from or corroborated by observable market data, and money market funds with maturities of three months or less. Based on the short-term nature of these money market funds, carrying value approximates fair value. As of ~~January~~July 31, 2020, our municipal obligations are scheduled to mature as follows: ~~$0.3 in 2020,~~ $1.0 in 2021, ~~$1.5~~$1.6 in 2022, ~~$1.0~~$3.5 in ~~2023,~~2024, and the remaining ~~$27.3~~$18.5 in ~~2024~~2025 and beyond. We do 0t have any municipal obligations scheduled to mature in 2023.

(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 ~~11:~~8: 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 9:6: Debt and Financing Arrangements.

During the third quarter of 2020 and 2019, we recognized impairment charges of $52.4 and $107.2, respectively, related to certain indefinite-lived trademarks in the U.S. Retail Pet Foods segment, which were included as a noncash charge in our Condensed Statements of Consolidated Income. We utilized Level 3 inputs based on management's best estimates and assumptions to estimate the fair value of the indefinite-lived trademarks. For additional information, see Note 8: Goodwill and Other Intangible Assets.

Although the majority of our right-of-use asset and lease liability balances consist of leases with renewal options, ~~we generally are not reasonably certain to exercise them, and therefore, the~~these optional periods do not typically impact the lease ~~term.~~term as we are not reasonably certain to exercise them. Certain leases also include termination provisions or options to purchase the leased property. Since we are not reasonably certain to exercise these types of options, minimum lease payments do not include any amounts related to these termination or purchase options. Our lease agreements generally do not contain residual value guarantees or restrictive covenants that are material.

We determine if an agreement is or contains a lease at inception by evaluating whether an identified asset exists that we control over the term of the arrangement. A lease commences when the lessor makes the identified asset available for our use. We generally account for lease and non-lease components as a single lease component. Minimum lease payments do not include variable lease payments other than those that depend on an index or rate.

For the majority of our leases, the interest rate implicit in the lease cannot be readily determined, so we utilize our incremental borrowing rate to present value lease payments using information available at the lease commencement date. We consider our credit rating and the current economic environment in determining this collateralized rate. ~~For the initial implementation of the lease standard, the incremental borrowing rate at May 1, 2019, was used to calculate all operating lease liabilities.~~


	~~January 31, 2020~~
~~Operating lease right-of-use assets~~	$	~~168.0~~
~~Operating lease liabilities:~~
~~Current operating lease liabilities~~	$	~~41.7~~
~~Noncurrent operating lease liabilities~~	~~133.5~~
~~Total operating lease liabilities~~	$	~~175.2~~

~~Finance lease right-of-use assets:~~
~~Machinery and equipment~~	$	~~13.4~~
~~Accumulated depreciation~~	~~(6.9)~~
~~Total property, plant, and equipment~~	$	~~6.5~~
~~Finance lease liabilities:~~
~~Other current liabilities~~	$	~~2.2~~
~~Other noncurrent liabilities~~	~~3.7~~
~~Total finance lease liabilities~~	$	~~5.9~~


	July 31, 2020		April 30, 2020
Operating lease right-of-use assets	$	138.3	$	148.4
Operating lease liabilities:
Current operating lease liabilities	$	35.9	$	36.5
Noncurrent operating lease liabilities	112.5		120.0
Total operating lease liabilities	$	148.4	$	156.5

Finance lease right-of-use assets:
Machinery and equipment	$	10.2	$	11.6
Accumulated depreciation	(4.9)		(5.9)
Total property, plant, and equipment	$	5.3	$	5.7
Finance lease liabilities:
Other current liabilities	$	2.1	$	2.2
Other noncurrent liabilities	3.2		3.5
Total finance lease liabilities	$	5.3	$	5.7


							Three Months Ended July 31,
		Three Months Ended January 31, 2020		Nine Months Ended January 31, 2020			2020		2019
Operating lease cost	Operating lease cost	$	13.2	$	38.5	Operating lease cost	$	11.3	$	12.4
Finance lease cost:	Finance lease cost:					Finance lease cost:
Amortization of right-of-use assets	Amortization of right-of-use assets	0.7		2.3		Amortization of right-of-use assets	0.6		0.8
Interest on lease liabilities	Interest on lease liabilities	0.1		0.2		Interest on lease liabilities	0.1		0.1
Variable lease cost	Variable lease cost	5.0		17.6		Variable lease cost	5.6		6.3
Short-term lease cost	Short-term lease cost	8.5		25.9		Short-term lease cost	9.0		7.7
Sublease income	Sublease income	(1.1)		(3.4)		Sublease income	(1.5)		(0.8)
Net lease cost	Net lease cost	$	26.4	$	81.1	Net lease cost	$	25.1	$	26.5


	~~Nine Months Ended January 31, 2020~~
~~Cash paid for amounts included in the measurement of lease liabilities:~~
~~Operating cash flows from operating leases~~	$	~~38.8~~
~~Operating cash flows from finance leases~~	~~0.2~~
~~Financing cash flows from finance leases~~	~~2.1~~
~~Right-of-use assets obtained in exchange for new lease liabilities:~~
~~Operating leases~~	~~56.6~~
~~Finance leases~~	~~2.4~~

~~As of April 30, 2019, our minimum operating lease obligations were as follows: $43.0 in 2020, $36.7 in 2021, $30.5 in 2022, $24.8 in 2023, and $12.3 in 2024.~~


	July 31, 2020
	Operating Leases		Finance Leases
2021 (remainder of the year)	$	30.2	$	1.8
2022	37.1		1.7
2023	34.4		1.0
2024	22.8		0.7
2025	14.8		0.3
2026 and beyond	20.1		0.1
Total undiscounted minimum lease payments	$	159.4	$	5.6
Less: Imputed interest	11.0		0.3
Lease liabilities	$	148.4	$	5.3


	~~January 31, 2020~~
~~Weighted average remaining lease term (in years):~~
~~Operating leases~~	~~4.8~~
~~Finance leases~~	~~3.4~~

~~Weighted average discount rate:~~
~~Operating leases~~	~~3.1~~	%
~~Finance leases~~	~~3.0~~	%


	July 31, 2020		April 30, 2020
Weighted average remaining lease term (in years):
Operating leases	4.6		4.7
Finance leases	3.2		3.4

Weighted average discount rate:
Operating leases	3.1	%	3.1	%
Finance leases	2.9	%	2.9	%

The effective tax rates for the three months ended ~~January~~July 31, 2020 and 2019, were ~~22.7~~24.4 and ~~22.8 percent, respectively, and for the nine months ended January 31, 2020 and 2019, were 24.0 and 26.1~~25.2 percent, respectively. During the three ~~and nine~~ months ended ~~January~~July 31, 2020 and 2019, the effective tax rates varied from the U.S. statutory income tax rate of 21.0 percent primarily due to the impact of state income taxes. ~~The effective tax rate for the nine months ended January 31, 2019, was also unfavorably impacted by additional income tax expense related to the sale of the U.S. baking business.~~

During 2020, the Coronavirus Aid, Relief, and Economic Security Act was enacted, which included rollbacks of certain provision of the U.S. Tax Cuts and Jobs Act (the “Tax Act”) . While these specific rollbacks did not impact us, future legislative actions in response to the novel coronavirus (“COVID-19”) could further modify provisions of the Tax Act, and such changes will need to be analyzed for their respective impacts on our income taxes at that time.


		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)			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)
Balance at May 1, 2020												Balance at May 1, 2020	$	(50.5)	$	(185.6)	$	(146.7)	$	3.8	$	(379.0)
Reclassification adjustments	Reclassification adjustments	—		0.3		5.2		—		5.5		Reclassification adjustments	—		3.4		2.2		—		5.6
Current period credit (charge)	Current period credit (charge)	2.6		(119.8)		—		1.2		(116.0)		Current period credit (charge)	12.9		—		—		1.1		14.0
Income tax benefit (expense)	Income tax benefit (expense)	—		27.5		(1.2)		(0.3)		26.0		Income tax benefit (expense)	—		(0.8)		(0.5)		(0.2)		(1.5)
Balance at January 31, 2020		$	(32.9)	$	(132.4)	$	(106.0)	$	5.0	$	(266.3)
Balance at July 31, 2020												Balance at July 31, 2020	$	(37.6)	$	(183.0)	$	(145.0)	$	4.7	$	(360.9)


		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)			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)
Balance at May 1, 2019												Balance at May 1, 2019	$	(35.5)	$	(40.4)	$	(110.0)	$	4.1	$	(181.8)
Reclassification adjustments	Reclassification adjustments	—		0.3		6.0		—		6.3		Reclassification adjustments	—		0.1		1.4		—		1.5
Current period credit (charge)	Current period credit (charge)	(10.1)		(37.6)		(2.4)		(0.5)		(50.6)		Current period credit (charge)	4.5		(53.0)		—		0.4		(48.1)
Income tax benefit (expense)	Income tax benefit (expense)	—		8.5		(0.9)		0.1		7.7		Income tax benefit (expense)	—		12.1		(0.3)		(0.1)		11.7
Balance at January 31, 2019		$	(26.5)	$	(31.7)	$	(98.3)	$	3.2	$	(153.3)
Balance at July 31, 2019												Balance at July 31, 2019	$	(31.0)	$	(81.2)	$	(108.9)	$	4.4	$	(216.7)

(A)The reclassification from accumulated other comprehensive income (loss) to interest expense was related to terminated interest rate contracts. The current period ~~credit (charge)~~charge in 2020 relates to ~~the unrealized gains (losses)~~losses on the interest rate contracts entered into in November 2018 and June ~~2018.~~2018 that were terminated in 2020. For additional information, see Note ~~11:~~8: Derivative Financial Instruments.

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, including certain lawsuits related to the alleged price-fixing of shelf stable tuna products prior to 2011 by a business previously owned by, but divested prior to our acquisition of, Big Heart Pet Brands, the significant majority of which were settled and paid during the second half of 2019. While we cannot predict with certainty the ultimate results of these proceedings or potential settlements associated with these or other matters, we have accrued losses for certain contingent liabilities that we have determined are probable and reasonably estimable at ~~January~~July 31, 2020. Based on the information known to date, with the exception of the matter discussed below, we do not believe the final outcome of these proceedings would have a material adverse effect on our financial position, results of operations, or cash flows.

On May 9, 2011, an organization named Council for Education and Research on Toxics (“Plaintiff” or “CERT”) filed a lawsuit in the Superior Court of the State of California, County of Los Angeles, against us and additional defendants who manufacture, package, distribute, or sell packaged coffee. The lawsuit is CERT v. Brad Barry LLC, et al., and was a tag along to a 2010 lawsuit against companies selling “ready-to-drink” coffee based on the same claims. Both cases have since been consolidated and now include nearly eighty defendants, which constitute the great majority of the coffee industry in California. The Plaintiff alleges that we and the other defendants failed to provide warnings for our coffee products of exposure to the chemical acrylamide as required under California Health and Safety Code Section 25249.5, the California Safe Drinking Water and Toxic Enforcement Act of 1986 (better known as “Proposition 65”). The Plaintiff seeks equitable relief, including providing warnings to consumers of coffee products, as well as civil penalties in the amount of the statutory maximum of $2,500 per day per violation of Proposition 65. The Plaintiff asserts that every consumed cup of coffee, absent a compliant warning, is equivalent to a violation under Proposition 65.

September 8, 2014, and was limited to three affirmative defenses shared by all defendants. On September 1, 2015, the trial court issued a final ruling adverse to the defendants on all Phase 1 defenses. Trial of the second phase of the case commenced in the fall of calendar year 2017. On March 28, 2018, the trial court issued a proposed ruling adverse to the defendants on the Phase 2 defense, our last remaining defense to liability. The trial court finalized and affirmed its Phase 2 ruling on May 7, 2018, and therefore, the third phase of the trial regarding remedies issues was scheduled to commence on October 15, 2018. The trial did not proceed on the scheduled date as further described below.

On June 15, 2018, the state agency responsible for administering the Proposition 65 program, the California Office of Environmental Health Hazard Assessment (“OEHHA”), issued a proposed regulation clarifying that cancer warnings are not required for coffee under Proposition 65. The California Court of Appeals granted the defendants’ requests to stay the trial on remedies until a final determination was made on OEHHA’s proposed regulation. During the interim period, the California Office of Administrative Law approved the proposed regulation on June 3, 2019, and the regulation went into effect on October 1, 2019. In response to ~~CERT's~~CERT’s objection, the defendants amended their answer to raise the regulation as a complete defense to the claims. CERT unsuccessfully challenged the ~~defendants'~~defendants’ right to assert the regulation as an affirmative defense but continues to challenge the validity of the regulation. During the third quarter of 2020, CERT filed several motions seeking judgment in its favor as a matter of law, and the defendants also filed their own motion. ~~Briefing~~On July 15, 2020, and August 10, 2020, seven of CERT’s motions were denied, and the remainder of the pending motions, including the defendants motion for summary judgement, were rescheduled for hearing on ~~all motions is expected~~August 25, 2020, due to ~~continue into March 2020.~~COVID-19.

At this stage of the proceedings, prior to and without knowing whether the regulation will stand as a defense or the trial on remedies issues will move forward in light of the challenge, we are unable to predict or reasonably estimate the potential loss or effect on our operations. Accordingly, no loss contingency has been recorded for this matter as of ~~January~~July 31, 2020, as the likelihood of loss is not considered probable or estimable. The trial court has discretion to impose zero penalties against us or to impose significant statutory penalties if the case proceeds. Significant labeling or warning requirements that could potentially be imposed by the trial court may increase our costs and adversely affect sales of our coffee products, as well as involve substantial expense and operational disruption, which could have a material adverse impact on our financial position, results of operations, or cash flows. Furthermore, a future appellate court decision could reverse the earlier trial court rulings should the regulation be held invalid. The outcome and the financial impact of settlement, the trial, or the appellate court rulings of the case, if any, cannot be predicted at this time.


		January 31, 2020	April 30, 2019		July 31, 2020	April 30, 2020
Common shares authorized	Common shares authorized	300.0	300.0	Common shares authorized	300.0	300.0
Common shares outstanding	Common shares outstanding	114.0	113.7	Common shares outstanding	114.1	114.1
Treasury shares	Treasury shares	32.5	32.8	Treasury shares	32.4	32.4

Repurchase Program: During the ~~nine~~three months ended ~~January~~July 31, 2020 and 2019, we did 0t repurchase any common shares under a repurchase plan authorized by the Board of Directors (the “Board”). Share repurchases during the ~~nine~~three months ended ~~January~~July 31, 2020 and 2019, consisted of shares repurchased from stock plan recipients in lieu of cash payments. At ~~January~~July 31, 2020, ~~we had~~ approximately 3.6 million common shares remain available for repurchase pursuant to the Board’s authorizations.

On May 14, 2018, we acquired the equity of Ainsworth in an all-cash transaction, which was funded by debt and valued at $1.9 billion. Ainsworth was a leading producer, distributor, and marketer of premium pet food and pet snacks, predominantly within the U.S. We expected to achieve annual cost synergies related to this acquisition of approximately $55.0 by the end of 2020, which was fully realized as of January 31, 2020.

On August 31, 2018, we sold our U.S. baking business to Brynwood Partners VII L.P. and Brynwood Partners VIII L.P., subsidiaries of Brynwood Partners, an unrelated party. The transaction included products that were primarily sold in U.S. retail channels under the ~~Pillsbury~~, ~~Martha White~~, ~~Hungry Jack~~, ~~White Lily~~,~~and~~ ~~Jim Dandy~~ brands, along with all relevant trademarks and licensing agreements, and our manufacturing facility in Toledo, Ohio. This business generated net sales of approximately $370.0 in 2018, primarily in the U.S. Retail Consumer Foods segment. The transaction did not include our baking business in Canada. We received proceeds from the divestiture of $369.5, which were net of cash transaction costs and included a working capital adjustment. During 2019, we recognized a pre-tax gain of $27.7 related to this transaction, of which $1.0 was recognized during the third quarter associated with the working capital adjustment that was finalized during the fourth quarter. The gain was included in other operating expense (income) – net within the Condensed Statement of Consolidated Income.

We are the owner of all trademarks referenced herein, except for the following, which are used under license: Dunkin’^TM and Dunkin’ Donuts are trademarks of DD IP Holder LLC, and Rachael Ray is a trademark of Ray Marks II LLC. The Dunkin’ and Dunkin’ Donuts brands are licensed to us for packaged coffee products, including K-Cup^® pods, sold in retail channels such as grocery stores, mass merchandisers, club stores, e-commerce, and drug stores. All references to Dunkin’ in this Quarterly Report on Form 10-Q are deemed to include the Dunkin’ and Dunkin’ Donuts trademarks. Information in this document does not pertain to products for sale in Dunkin’ restaurants. K-Cup^® is a trademark of Keurig Green Mountain, Inc., used with permission.

During the first quarter of 2021, many state governments began a phased reopening of their economies. These phased approaches include limited foodservice offerings, outdoor dining, travel, and the reopening of certain retail establishments, among others, while adhering to new guidelines and enhanced safety measures, such as physical distancing and face mask protocols. However, certain states have delayed or reversed plans to reopen their economies as new cases of COVID-19 and related illnesses continue to rise. In general, consumers continue to stay at home as a precaution due to the sustained increase in new cases, and as a result, at-home food consumption and consumer demand remains high.

In June, we commenced a phased approach to reopen our corporate headquarters in Orrville, Ohio, with increased safety protocols. However, occupancy levels remain low as the majority of our office-based employees continue to work remotely where possible, and we continue to monitor the latest public health and government guidance related to COVID-19. We have crisis management teams in place at all of our facilities, which are monitoring the continually evolving situation and implementing risk mitigation actions as necessary. To date, there has been minimal disruption in our supply chain network, including the supply of our ingredients, packaging, or other sourced materials, although it is possible that more significant disruptions could occur if the COVID-19 pandemic continues to impact markets around the world. We also continue to work closely with our customers and external business partners, taking additional actions to ensure safety and business continuity and maximize product availability. We have increased production at all of our facilities and expanded the availability of appointments at distribution centers. All of our production operations remain open and none have experienced significant disruptions or labor reductions related to COVID-19. Furthermore, we have implemented measures to allocate order volumes to ensure a consistent supply across our retail partners during this period of high demand.

We continued to experience an increase in orders during the first quarter of 2021, primarily across our U.S. Retail Coffee and U.S. Retail Consumer Foods segments, in response to the increased consumer demand for our products related to the elevated at-home consumption. The continued increase in consumer demand may slow in the coming months as consumer purchasing behavior may change as a result of the length and severity of the pandemic, duration of physical distancing requirements, stay-at-home orders, and macroeconomic implications. However, during the first quarter of 2021, consumer demand and customer orders for the U.S. Retail Coffee and U.S Retail Consumer Foods segments remain elevated compared to historical comparison periods. We have also experienced a decline in products sold in the away from home channels as a result of COVID-19, which has negatively impacted our net sales in our Away From Home operating segment, and we expect COVID-19 to continue to adversely affect our net sales while government restrictions and physical distancing measures are in place. However, as certain states have begun to reopen their economies, our net sales for the away from home channels has improved compared to the initial months of the pandemic and relative to our initial expectations. The impact of COVID-19 remains uncertain and ultimately will be dictated by the length and severity of the pandemic; the federal, state, and local government actions taken in response; and the macroeconomic environment. We will continue to evaluate the nature and extent to which COVID-19 will impact our business, consolidated results of operations, financial condition, and liquidity.


		Three Months Ended January 31,														Nine Months Ended January 31,											Three Months Ended July 31,
		2020			2019			% Increase (Decrease)		2020			2019			% Increase (Decrease)			2020			2019			% Increase (Decrease)
Net sales	Net sales	$	1,972.3		$	2,011.9		(2)	%	$	5,709.0		$	5,935.9		(4)	%	Net sales	$	1,971.8		$	1,778.9		11	%
Gross profit	Gross profit	$	760.0		$	773.8		(2)		$	2,213.6		$	2,223.3		—		Gross profit	$	775.4		$	699.6		11
% of net sales	% of net sales	38.5		%	38.5		%			38.8		%	37.5		%			% of net sales	39.3		%	39.3		%
Operating income	Operating income	$	289.0		$	217.6		33		$	876.4		$	775.0		13		Operating income	$	361.1		$	257.6		40
% of net sales	% of net sales	14.7		%	10.8		%			15.4		%	13.1		%			% of net sales	18.3		%	14.5		%
Net income:	Net income:																	Net income:
Net income	Net income	$	187.4		$	121.4		54		$	553.2		$	442.9		25		Net income	$	237.0		$	154.6		53
Net income per common share – assuming dilution	Net income per common share – assuming dilution	$	1.64		$	1.07		53		$	4.85		$	3.89		25		Net income per common share – assuming dilution	$	2.08		$	1.36		53
Adjusted gross profit ^(A)	Adjusted gross profit ^(A)	$	752.3		$	776.7		(3)		$	2,176.0		$	2,248.3		(3)		Adjusted gross profit ^(A)	$	759.2		$	670.6		13
% of net sales	% of net sales	38.1		%	38.6		%			38.1		%	37.9		%			% of net sales	38.5		%	37.7		%
Adjusted operating income ^(A)	Adjusted operating income ^(A)	$	395.8		$	406.2		(3)		$	1,077.5		$	1,139.0		(5)		Adjusted operating income ^(A)	$	404.5		$	290.7		39
% of net sales	% of net sales	20.1		%	20.2		%			18.9		%	19.2		%			% of net sales	20.5		%	16.3		%
Adjusted income: ^(A)	Adjusted income: ^(A)																	Adjusted income: ^(A)
Income	Income	$	268.5		$	256.7		5		$	705.7		$	705.6		—		Income	$	270.0		$	179.7		50
Earnings per share – assuming dilution	Earnings per share – assuming dilution	$	2.35		$	2.26		4		$	6.19		$	6.20		—		Earnings per share – assuming dilution	$	2.37		$	1.58		50

Three Months Ended January 31, Nine Months Ended January 31,
2020 2019 Increase
(Decrease) % 2020 2019 Increase
(Decrease) %
Net sales $ 1,972.3 $ 2,011.9 $ (39.6) (2) % $ 5,709.0 $ 5,935.9 $ (226.9) (4) %
Ainsworth acquisition — — — — (25.4) — (25.4) —
Baking divestiture — — — — — (105.9) 105.9 2
Foreign currency exchange (1.3) — (1.3) — 2.3 — 2.3 —
Net sales excluding acquisition, divestiture, and foreign currency exchange ^(A)
$ 1,971.0 $ 2,011.9 $ (40.9) (2) % $ 5,685.9 $ 5,830.0 $ (144.1) (2) %

Net sales in the third quarter of 2020 decreased $39.6, or 2 percent, reflecting unfavorable volume/mix in the U.S. Retail Pet Foods segment, primarily driven by dog food. Lower net price realization for the remaining segments was primarily driven by lower net pricing for coffee and peanut butter, which was mostly offset by favorable volume/mix for coffee and ~~Smucker’s Uncrustables~~^®.

Net sales in the first ~~nine~~three months of ~~2020 decreased $226.9,~~2021 increased $192.9, or 411 percent, ~~reflecting $105.9~~driven by favorable volume/mix across all of ~~noncomparable net sales in the prior year related to~~our retail businesses, supported by increased at-home consumption for the U.S. ~~baking~~Retail Coffee and U.S. Retail Consumer Foods segments. The retail business growth was partially offset by incremental net sales in the current year of $25.4 related to the Ainsworth acquisition. Net sales excluding acquisition, divestiture, and foreign currency exchange decreased $144.1, or 2 percent. Lower net price realization impacted net sales by 2 percentage points, primarily due to lower net pricing for coffee and peanut butter, partially offset by higher pricing for pet food and pet snacks. Unfavorableunfavorable volume/mix ~~impacted net sales by 1 percentage point, primarily driven by declines for private label dog food, as well as the~~ ~~Natural Balance~~ ~~brand, partially offset by gains~~ for the ~~Smucker’s~~ ~~and~~ ~~Dunkin’ Donuts~~ ~~brands.~~Away From Home operating segment.


		Three Months Ended January 31,						Nine Months Ended January 31,							Three Months Ended July 31,
		2020		2019		2020		2019			2020		2019
Gross profit	Gross profit	38.5	%	38.5	%	38.8	%	37.5	%	Gross profit	39.3	%	39.3	%
Selling, distribution, and administrative expenses:	Selling, distribution, and administrative expenses:									Selling, distribution, and administrative expenses:
Marketing	Marketing	6.1	%	6.7	%	6.6	%	6.9	%	Marketing	6.2	%	7.5	%
Selling	Selling	2.9		2.9		3.3		3.2		Selling	3.3		3.9
Distribution	Distribution	3.7		3.2		3.6		3.3		Distribution	3.5		3.6
General and administrative	General and administrative	5.5		5.7		5.8		5.7		General and administrative	5.1		6.5
Total selling, distribution, and administrative expenses	Total selling, distribution, and administrative expenses	18.2	%	18.5	%	19.3	%	19.2	%	Total selling, distribution, and administrative expenses	18.1	%	21.4	%
Amortization	Amortization	3.0		3.0		3.1		3.0		Amortization	3.0		3.3
Other intangible assets impairment charges		2.7		5.3		0.9		1.8

Other special project costs	Other special project costs	0.2		0.9		0.2		0.9		Other special project costs	—		0.2
Other operating expense (income) – net	Other operating expense (income) – net	(0.1)		(0.1)		—		(0.5)		Other operating expense (income) – net	(0.1)		—
Operating income	Operating income	14.7	%	10.8	%	15.4	%	13.1	%	Operating income	18.3	%	14.5	%

Gross profit ~~decreased $13.8,~~increased $75.8, or 211 percent, in the ~~third~~first quarter of ~~2020,~~2021, primarily driven by ~~unfavorable~~favorable volume/mix and lower costs, partially offset by an unfavorable ~~net impact of lower prices~~change in derivative gains and ~~lower costs.~~losses as compared to the prior year. Operating income increased ~~$71.4,~~$103.5, or 3340 percent, primarily reflecting ~~a $54.8 decrease~~the increase in ~~intangible asset impairment charges, a $15.5 decrease in special project costs,~~gross profit and a ~~$14.2~~$23.0 decrease in selling, distribution, and administrative (“SD&A”) ~~expenses, partially offset by the decline in gross profit. During the third quarter of 2020, we recognized a noncash impairment charge of $52.4 associated with the~~ ~~Natural Balance~~ ~~brand within the U.S. Retail Pet Foods segment. For further information on this charge, refer to “Critical Accounting Estimates and Policies” in this discussion and analysis.~~expenses.

Our non-GAAP adjustments include amortization expense and impairment charges related to intangible assets, integration and restructuring costs, and unallocated gains and losses on commodity and foreign currency exchange derivatives. Refer to “Non-GAAP Financial Measures” in this discussion and analysis for ~~further~~additional information. Gross profit excluding non-GAAP adjustments (“adjusted gross profit”) ~~decreased $24.4,~~increased $88.6, or 313 percent, in the ~~third~~first quarter of ~~2020, as compared to prior year, further~~2021, reflecting ~~a $10.6 unfavorable change related to~~ the exclusion of unallocated derivative gains and losses, as compared to GAAP gross profit. Operating income excluding non-GAAP adjustments (“adjusted operating income”) ~~decreased $10.4,~~increased $113.8, or 339 percent, as compared to ~~prior year, further reflecting the change related to the exclusion of impairment charges and special project costs, as compared to GAAP operating income.~~

Gross profit decreased $9.7 in the first nine months of 2020, primarily driven by the noncomparable impact related to the U.S. baking business divestiture and unfavorable volume/mix, mostly offset by a favorable net impact of lower prices and lower costs and the noncomparable benefit of Ainsworth. The favorable net impact of price and cost was mostly driven by a favorable change in the impact of derivative gains and losses. Operating income increased $101.4, or 13 percent, primarily due to the $54.8 decrease in intangible asset impairment charges, a $42.0 decrease in special project costs, and a $37.9 decrease in SD&A expenses, partially offset by the impact of the $27.6 pre-tax gain related to the sale of the U.S. baking business in the prior ~~year and the decline in gross profit.~~year.

Net interest expense decreased ~~$72.3,~~$3.3, or 37 percent, in the first ~~nine months~~quarter of ~~2020,~~2021, primarily as a result of a decrease in interest rates and reduced debt outstanding, as compared to the prior year, ~~further reflecting a $62.6 unfavorable change~~partially offset by interest expense related to the exclusion of unallocated derivative gains and losses, as compared to GAAP gross profit. Adjusted operating income decreased $61.5, or 5 percent, as compared to the prior year, further reflecting the change related to the exclusion of impairment charges and special project costs, as compared to GAAP operating income.

Income taxes increased ~~$19.3,~~$24.5, or ~~54 percent, in the third quarter of 2020, and increased $18.3, or 12~~47 percent, in the first ~~nine months~~quarter of ~~2020. The 2020~~2021, due to the increase in income before income taxes and partially offset by a lower effective tax ~~rates were 22.7~~rate of 24.4 percent, ~~for the third quarter and 24.0~~compared to 25.2 percent for the first ~~nine months. The 2019 effective tax rates were 22.8 percent for the third~~ quarter ~~and 26.1 percent for the first nine months.~~

of 2020. During both the current ~~year~~ and ~~the~~ prior ~~year,~~years, the effective tax rates varied from the U.S. statutory tax rate of 21.0 percent, primarily due to the impact of state income taxes. ~~The effective tax rate for the first nine months of the prior year was also unfavorably impacted by the income tax expense associated with the sale of the U.S. baking business.~~ We anticipate a full-year effective tax rate for ~~2020 to be~~2021 of approximately 24.0 percent. For further information, refer to Note ~~14:~~11: Income Taxes.

We expect to incur approximately $50.0 in total integration costs related to the Ainsworth acquisition, the majority of which are expected to be cash charges. Of the total anticipated integration costs, we expect approximately one-third to be employee-related costs. We have incurred total cumulative integration costs of $42.0, of which $3.3 and $9.9 were incurred in the third quarter and first nine months of 2020, respectively. All remaining integration costs are expected to be incurred by the end of 2020. For further information, refer to Note 4: Integration and Restructuring Costs.

We have ~~four~~three reportable segments: U.S. Retail Pet Foods, U.S. Retail Coffee, and U.S. Retail Consumer ~~Foods, and~~Foods. Effective during the first quarter of 2021, the presentation of International and Away From ~~Home.~~ Home represents a combination of all other operating segments that are not individually reportable. As a result of recent leadership changes, these operating segments are now being managed and reported separately, and no longer represent a reportable segment for segment reporting purposes. Prior year segment results have not been modified, as the combination of these operating segments represents the previously reported International and Away From Home reportable segment.

The U.S. Retail Pet Foods segment primarily includes the domestic sales of Rachael Ray Nutrish, Meow Mix, Milk-Bone, ~~Natural Balance~~9Lives, Kibbles ’n Bits, ~~9Lives~~Natural Balance,, ~~Nature’s Recipe~~Pup-Peroni, and ~~Pup-Peroni~~Nature’s Recipe branded products; the U.S. Retail Coffee segment primarily includes the domestic sales of Folgers, Dunkin’ ~~Donuts,~~, and Café Bustelobranded coffee; and the U.S. Retail Consumer Foods segment primarily includes the domestic sales of Smucker’s, Jif, and Crisco branded products. ~~The~~ International and Away From Home ~~segment comprises~~includes the sale of products distributed domestically and in foreign countries through retail channels and foodservice distributors and operators (e.g., health care operators, restaurants, lodging, ~~schools~~hospitality, offices, K-12, colleges and universities, ~~health care operators)~~and convenience stores).

Three Months Ended January 31, Nine Months Ended January 31,
2020 2019 % Increase
(Decrease) 2020 2019 % Increase
(Decrease)
Net sales:
U.S. Retail Pet Foods $ 721.9 $ 759.0 (5) % $ 2,101.7 $ 2,158.3 (3) %
U.S. Retail Coffee 558.8 561.6 — 1,567.9 1,596.0 (2)
U.S. Retail Consumer Foods 422.9 422.7 — 1,251.2 1,367.9 (9)
International and Away From Home 268.7 268.6 — 788.2 813.7 (3)
Segment profit:
U.S. Retail Pet Foods $ 146.0 $ 147.9 (1) % $ 403.1 $ 372.2 8 %
U.S. Retail Coffee 189.5 183.7 3 500.9 505.8 (1)
U.S. Retail Consumer Foods 84.2 95.9 (12) 256.6 327.5 (22)
International and Away From Home 49.0 52.5 (7) 131.7 152.6 (14)
Segment profit margin:
U.S. Retail Pet Foods 20.2 % 19.5 % 19.2 % 17.2 %
U.S. Retail Coffee 33.9 32.7 31.9 31.7
U.S. Retail Consumer Foods 19.9 22.7 20.5 23.9
International and Away From Home 18.2 19.5 16.7 18.8


	Three Months Ended July 31,
	2020			2019			% Increase (Decrease)
Net sales:
U.S. Retail Pet Foods	$	692.6		$	669.9		3	%
U.S. Retail Coffee	570.9			465.7			23
U.S. Retail Consumer Foods	489.2			402.2			22
International and Away From Home	219.1			241.1			(9)
Segment profit:
U.S. Retail Pet Foods	$	125.3		$	120.1		4	%
U.S. Retail Coffee	182.6			128.9			42
U.S. Retail Consumer Foods	131.5			81.0			62
International and Away From Home	30.9			32.3			(4)
Segment profit margin:
U.S. Retail Pet Foods	18.1		%	17.9		%
U.S. Retail Coffee	32.0			27.7
U.S. Retail Consumer Foods	26.9			20.1
International and Away From Home	14.1			13.4

The U.S. Retail Pet Foods segment net sales increased $22.7 in the ~~third~~first quarter of ~~2020 decreased $37.1,~~2021, primarily reflecting ~~unfavorable~~favorable volume/mix, which ~~reduced net sales by~~contributed 5 percentage points ~~and~~to net sales. The favorable volume/mix was ~~primarily~~ driven by ~~the~~growth for 9Lives and Meow Mix cat food and Milk-Bone dog snacks, partially offset by declines for Natural Balance, Nature’s Recipe, ~~brand~~ and private label dog food. ~~Net~~Lower net price realization was neutral, as list price increases implemented during the second half of the prior year were mostly offset by increased trade spend. Segment profit decreased $1.9, as unfavorable volume/mix was mostly offset by an $8.1 recovery from a legal settlement related to a prior year supplier issue, synergy realization, and reduced marketing expense.

The U.S. Retail Pet Foods segment net sales in the first nine months of 2020 decreased $56.6, including the impact of two weeks of incremental Ainsworth sales in the current year. Excluding the incremental Ainsworth business, net sales decreased $82.0, reflecting a $59.6 decline related to private label products. Volume/mix reduced net sales by 52 percentage points, primarily ~~driven by private label~~reflecting increased trade spend for dog food and cat food. Segment profit increased $5.2, driven by lower manufacturing costs, the ~~Natural Balance~~ ~~brand. Net price realization contributed 1 percentage point, primarily related to the~~ ~~Meow Mix~~, ~~9Lives~~,favorable volume/mix, and ~~Kibbles ’n Bits~~ ~~brands, reflecting the list price increases implemented during the second half of the prior year,~~lower SD&A expenses, partially offset by increased trade spend. Segment profit increased $30.9, reflecting a $10.9 unfavorable fair value purchase accounting adjustment in the prior year and the benefit from the incremental Ainsworth sales. Profit improvement was also driven by synergy realization, higher net pricing, reduced marketing expense, and the recovery from a legal settlement related to a prior year supplier issue, partially offset by unfavorable volume/mix and higher input costs.lower pricing.

The U.S. Retail Coffee segment net sales ~~decreased $2.8~~increased $105.2 in the ~~third~~first quarter of ~~2020,~~2021, reflecting ~~lower net price realization, mostly offset by~~ favorable volume/~~mix. Lower net pricing on the~~ ~~Folgers~~ ~~and~~ ~~Dunkin’ Donuts~~ ~~brands reduced~~mix, which contributed 23 percentage points to net sales, ~~by 5 percentage points, which reflected increased promotional activity across both brands,~~ primarily ~~supported by lower green coffee costs. The favorable volume/mix increased net sales by 5 percentage points, due~~related to growth offor the Dunkin’ Donuts, Folgers, and Café Bustelo ~~and~~ ~~Folgers~~ brands. ~~Segment profit increased $5.8, primarily due to favorable volume/mix and reduced marketing expense, partially offset by the unfavorable net impact of lower net pricing and lower input costs.~~

The U.S. Retail Coffee segment net sales decreased $28.1 in the first nine months of 2020, reflecting lower net price realization, partially offset by favorable volume/mix. Lower net pricing, which reduced net sales by 4 percentage points, reflected promotional activity across all brands, primarily supported by lower green coffee costs. The favorable volume/mix ~~which~~is reflective of elevated at-home consumption and re-stocking of retailer inventory following the surge in consumer demand during the fourth quarter of 2020. Segment profit increased ~~net sales by 3 percentage points, was primarily driven by the~~ ~~Dunkin’ Donuts~~ ~~and~~ ~~Café Bustelo~~ ~~brands.~~ S~~egment profit decreased $4.9,~~$53.7, primarily due to the ~~net unfavorable impact of lower net pricing and lower green coffee costs, partially offset by decreased marketing expense and~~ favorable volume/mix.

The U.S. Retail Consumer Foods segment net sales increased $87.0 in the ~~third~~first quarter of ~~2020 was comparable to the prior year,~~2021, as favorable volume/mix ~~was offset by lower net price realization. Favorable volume/mix~~ contributed 419 percentage points to net sales, ~~primarily related to~~reflecting growth for the Smucker’s brand, inclusive of Uncrustables^®frozen sandwiches and fruit spreads, Crisco oils and ~~the~~shortening, and Jif ~~brand. Lower net pricing reduced net sales by 4 percentage points, primarily driven by a list price decrease on~~peanut butter. The favorable volume/mix is reflective of elevated at-home consumption and retailer inventory re-stocking following the ~~Jif~~ ~~brand~~surge in consumer demand during the fourth quarter of ~~the prior year, partially offset by decreased trade spend.~~ S~~egment profit decreased $11.7, which included a $7.5 write-off of equipment related to the discontinuation of~~ ~~Jif Power Ups~~^®~~. Excluding this impact, segment profit decreased $4.2, primarily reflecting an unfavorable~~2020. Higher net ~~impact of lower~~ pricing ~~and lower input costs, partially offset by favorable volume/mix.~~

The U.S. Retail Consumer Foods segment net sales decreased $116.7 in the first nine months of 2020, driven by a $102.2 noncomparable impact of the U.S. baking business. Excluding the noncomparable impact of the divested business, net sales decreased 1 percent. Lower net price realization reducedincreased net sales by 3 percentage points, primarily ~~driven by the list price decrease on the~~attributable to reduced promotional activity for Jif ~~brand, partially offset by decreased trade spend. Favorable~~peanut butter and Smucker’s fruit spreads. Segment profit increased $50.5, primarily reflecting the favorable volume/mix, ~~contributed 2 percentage points to~~higher net ~~sales, primarily related to growth for~~ ~~Smucker’s Uncrustables~~ ~~and the~~ ~~Jif~~ ~~brand, partially offset by a decline for the~~ ~~Crisco~~ brand. Segment profit decreased $70.9, primarily reflecting $44.3 of segment profit in the prior year related to the divested business, of which $27.6 represented the pre-tax gain related to the sale. Excluding the impact of the divestiture, segment profit decreased 9 percent, driven primarily by the unfavorable net impact of lower pricing, and lower ~~input costs and the write-off of equipment related to the discontinuation of~~ ~~Jif Power Ups, partially offset by the favorable volume/mix and decreased marketing expense.~~SD&A expenses.

~~The~~ International and Away From Home ~~segment~~ net sales decreased $22.0 in the ~~third~~first quarter of ~~2020 was comparable to the prior year, as a favorable foreign currency impact on net sales was offset by unfavorable net price realization and unfavorable volume/mix. Segment profit decreased $3.5,~~2021, primarily reflecting a 33 percent decline for the ~~unfavorable volume/mix.~~

~~The International and~~ Away From Home operating segment, partially offset by net sales ~~decreased $25.5 in~~growth of 21 percent for the ~~first nine months of 2020, including a noncomparable impact of $3.7 of net sales in the prior year related to the divested U.S.~~International operating segment, most notably for flour and baking ~~business.~~ingredients. Unfavorable volume/mix for the combined businesses reduced net sales by 28 percentage points ~~primarily driven by increased shipments in the prior year related to the closing of facilities in Mexico~~ and ~~transition to a distributor export model, in addition to declines for the~~ ~~Folgers~~ ~~and~~ ~~Jif~~ ~~brands. These declines were partially offset by gains for the~~ ~~Smucker’s~~ ~~brand. Lower net price realization reduced~~foreign currency decreased net sales by 1 percentage ~~point, primarily related to the~~ ~~Folgers~~ ~~and~~ ~~Jif~~ ~~brands. Foreign currency exchange had a $2.3 unfavorable impact on net sales.~~point. Segment profit decreased ~~$20.9,~~$1.4, primarily reflecting higher input costs and the unfavorable volume/mix, ~~and~~partially offset by lower ~~net pricing.~~SD&A expenses.


		Nine Months Ended January 31,							Three Months Ended July 31,
		2020		2019			2020		2019
Net cash provided by (used for) operating activities	Net cash provided by (used for) operating activities	$	967.1	$	867.0	Net cash provided by (used for) operating activities	$	409.0	$	221.5
Net cash provided by (used for) investing activities	Net cash provided by (used for) investing activities	(177.6)		(1,822.8)		Net cash provided by (used for) investing activities	(49.2)		(52.1)
Net cash provided by (used for) financing activities	Net cash provided by (used for) financing activities	(816.1)		973.6		Net cash provided by (used for) financing activities	(357.3)		(222.6)

Net cash provided by (used for) operating activities	Net cash provided by (used for) operating activities	$	967.1	$	867.0	Net cash provided by (used for) operating activities	$	409.0	$	221.5
Additions to property, plant, and equipment	Additions to property, plant, and equipment	(192.9)		(267.2)		Additions to property, plant, and equipment	(76.6)		(73.0)
Free cash flow ^(A)	Free cash flow ^(A)	$	774.2	$	599.8	Free cash flow ^(A)	$	332.4	$	148.5

The ~~$100.1~~$187.5 increase in cash provided by operating activities ~~for~~in the first ~~nine months~~quarter of ~~2020~~2021 was primarily driven by lower working capital requirements in 2021, as well as higher net income adjusted for noncash items in the current year. The decrease in cash required to fund working capital, ~~decreased~~as compared to the prior year, ~~excluding the impact of the realization of a $30.0 income tax refund received in 2019. The decrease in working capital requirements~~ was primarily ~~driven by a reduction in trade receivables due to lower sales, in addition~~attributable to lower payments for accounts payable ~~items~~ driven by working capital ~~initiatives. These decreases were partially offset by an increase~~initiatives, inclusive of a supplier financing program entered into during the second half of 2020, as well as a reduction in ~~inventory levels compared~~trade receivables this quarter, due to the ~~prior year.~~timing of sales and payments.

Cash used for investing activities in the first ~~nine~~three months of ~~2020~~2021 consisted of ~~$192.9~~$76.6 in capital expenditures, partially offset by a ~~$15.0~~$27.6 decrease in our derivative cash margin account balances. Cash used for investing activities in the first ~~nine~~three months of ~~2019~~2020 consisted of ~~$1.9 billion related to the Ainsworth acquisition, $267.2~~$73.0 in capital expenditures, ~~and~~partially offset by a ~~$22.8 increase~~$20.9 decrease in our derivative cash margin account ~~balances, partially offset by net proceeds from the divestiture of the U.S. baking business of $371.4.~~balances.

Cash used for financing activities in the first ~~nine~~three months of ~~2020~~2021 consisted primarily of long-term debt repayments of ~~$400.0,~~$300.0 and dividend payments of ~~$296.7, and~~$100.1, partially offset by a net increase in short-term borrowings of $47.8. Cash used for financing activities in the first three months of 2020 consisted primarily of a $130.0 net decrease in short-term borrowings of $122.6. Cash provided by financing activities in the first nine months of 2019 consisted primarily of $1.5 billion in long-term debt proceeds and a $360.0 net increase in short-term borrowings, partially offset by long-term debt repayments of $600.0 and dividend payments of ~~$281.4.~~ $96.5.

As part of ongoing efforts to maximize working capital, we work with our suppliers to optimize our terms and conditions, which includes the extension of payment terms. Payment terms with our suppliers, which we deem to be commercially reasonable, generally range from 0 to 180 days. During the second half of 2020, we entered into an agreement with a third-party administrator to provide an accounts payable tracking system and facilitate a supplier financing program which allows participating suppliers the ability to monitor and voluntarily elect to sell our payment obligations to a designated third-party financial institution. Participating suppliers can sell one or more of our payment obligations at their sole discretion, and our rights and obligations to our suppliers are not impacted. We have no economic interest in a supplier’s decision to enter into these agreements. Our obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted by our suppliers’ decisions to sell amounts under these arrangements. As of July 31, 2020, $192.3 of our outstanding payment obligations were elected and sold to a financial institution by participating suppliers. During the first quarter of 2021, we paid $122.1 to a financial institution for payment obligations that were settled through the supplier financing program.

during the second half of 2019. While we cannot predict with certainty the ultimate results of these proceedings or potential settlements associated with these or other matters, we have accrued losses for certain contingent liabilities that we have determined are probable and reasonably estimable at ~~January~~July 31, 2020. Based on the information known to date, with the exception of the matter discussed below, we do not believe the final outcome of these proceedings ~~would~~will have a material adverse effect on our financial position, results of operations, or cash flows.

In addition to the legal proceedings discussed above, we are currently a defendant in CERT v. Brad Barry LLC, et al., which alleges that we, in addition to nearly eighty other defendants who manufacture, package, distribute, or sell coffee, failed to provide warnings for our coffee products of exposure to the chemical acrylamide as required under Proposition 65. As part of a joint defense group organized to defend against the lawsuit, we dispute these claims. Acrylamide is not added to coffee, but is inherently present in all coffee in small amounts (measured in parts per billion) as a byproduct of the coffee bean roasting process. The outcome and the financial impact of the case, if any, cannot be predicted at this time. Accordingly, no loss contingency has been recorded for this matter as of ~~January~~July 31, 2020, as the likelihood of loss is not considered probable or estimable. However, if we are required to pay significant statutory penalties or to add warning labels to any of our products or place warnings in certain locations where our products are sold as a result of Proposition 65, our business and financial results could be adversely impacted, and sales of those products could suffer not only in those locations but elsewhere. For additional information, see Note ~~16:~~13: Contingencies.


		January 31, 2020		April 30, 2019			July 31, 2020		April 30, 2020
Current portion of long-term debt	Current portion of long-term debt	$	499.8	$	798.5	Current portion of long-term debt	$	399.8	$	—
Short-term borrowings	Short-term borrowings	310.0		426.0		Short-term borrowings	296.0		248.0
Long-term debt, less current portion	Long-term debt, less current portion	4,583.3		4,686.3		Long-term debt, less current portion	4,672.8		5,373.3
Total debt	Total debt	$	5,393.1	$	5,910.8	Total debt	$	5,368.6	$	5,621.3
Shareholders’ equity	Shareholders’ equity	8,170.4		7,970.5		Shareholders’ equity	8,345.2		8,190.9
Total capital	Total capital	$	13,563.5	$	13,881.3	Total capital	$	13,713.8	$	13,812.2

In April 2018, we entered into a Term Loan with a syndicate of banks and an available commitment amount of $1.5 billion. The full amount of the Term Loan was drawn on May 14, 2018, to partially finance the Ainsworth acquisition. Borrowings under the Term Loan bear interest on the prevailing U.S. Prime Rate or LIBOR, based on our election, and ~~are~~is payable either on a quarterly basis or at the end of the borrowing term. The Term Loan matures on May 14, 2021, and does not require scheduled amortization payments. Voluntary prepayments are permitted without premium or penalty. As of ~~January~~July 31, 2020, we have prepaid ~~$800.0~~$1.1 billion on the Term Loan to date, including ~~$100.0~~$300.0 in ~~2020.~~the first quarter of 2021. The interest rate on the Term Loan at ~~January~~July 31, 2020, was ~~2.45~~0.97 percent. In November 2019, we entered into an amendment to the Term Loan that decreased the applicable margins on LIBOR, based on our long-term unsecured debt rating. This amendment did not have a material impact on our condensed consolidated financial statements.

We have available a $1.8 billion unsecured revolving credit facility with a group of 11 banks that matures in September 2022. Additionally, we participate in a commercial paper program under which we can issue short-term, unsecured commercial paper not to exceed $1.8 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~~July 31, 2020, we had ~~$310.0~~$296.0 of short-term borrowings outstanding, all of which were issued under our commercial paper program, at a weighted-average interest rate of ~~1.79~~0.25 percent.

During the ~~third~~first quarter of ~~2020,~~2021, we did not repurchase any common shares under a repurchase plan authorized by the Board. At ~~January~~July 31, 2020, approximately 3.6 million common shares remain available for repurchase pursuant to the Board’s authorizations. There is no guarantee as to the exact number of shares that may be repurchased or when such purchases may occur.

Absent any material acquisitions or other significant investments, we believe that cash on hand, combined with cash provided by operations, borrowings available under our commercial paper program and revolving credit facility, and access to capital markets, will be sufficient to meet our cash requirements for the next 12 months, including ~~capital expenditures,~~ the payment of quarterly dividends, principal and interest payments on debt outstanding, and ~~share repurchases.~~capital expenditures. However, as a result of COVID-19, we may

experience an increase in the ~~first nine months of 2020, we returned $39.7 of international cash~~cost or the difficulty to obtain debt or equity financing, or to refinance our debt in the ~~U.S., primarily driven by a reduction in~~future, which could affect our ~~capital~~financial condition or our ability to fund operations or future investment in certain foreign subsidiaries in conjunction with a restructuring of our international holding and operating entities. No foreign withholding taxes were applicable, and state income taxes were not significant. opportunities.

We use non-GAAP financial measures, including: ~~net sales excluding acquisition, divestiture, and foreign currency exchange;~~ adjusted gross ~~profit;~~profit, adjusted operating ~~income;~~income, adjusted ~~income;~~income, adjusted earnings per ~~share;~~share, and free cash flow, as key measures for purposes of evaluating performance internally. We believe that investors’ understanding of our performance is enhanced by disclosing these performance measures. Furthermore, these non-GAAP financial measures are used by management in preparation of the annual budget and for the monthly analyses of our operating results. The Board also utilizes certain non-GAAP financial measures as components for measuring performance for incentive compensation purposes.

Non-GAAP financial measures exclude certain items affecting comparability that can significantly affect the year-over-year assessment of operating results, which include amortization expense and impairment charges related to intangible assets, integration and restructuring costs (“special project costs”), and unallocated gains and losses on commodity and foreign currency exchange derivatives (“unallocated derivative gains and losses”), as well as the related tax ~~impact~~impacts of these exclusions. The special project costs in the following table relate to specific integration and restructuring projects, and the unallocated derivative gains and losses reflect the changes in fair value of our commodity and foreign currency exchange contracts. Additionally, income taxes, as adjusted is calculated using an adjusted effective income tax rate that is applied to adjusted income before income taxes. While this adjusted effective income tax rate does not generally differ materially from our GAAP effective income tax rate, certain ~~items~~exclusions from non-GAAP results can significantly impact our adjusted effective income tax rate.

These non-GAAP financial measures are not intended to replace the presentation of financial results in accordance with U.S. GAAP. Rather, the presentation of these non-GAAP financial measures supplements other metrics we use to internally evaluate our businesses and facilitate the comparison of past and present operations and liquidity. These non-GAAP financial measures may not be comparable to similar measures used by other companies and may exclude certain nondiscretionary expenses and cash payments.


		Three Months Ended January 31,						Nine Months Ended January 31,							Three Months Ended July 31,
		2020		2019		2020		2019			2020		2019
Gross profit reconciliation:	Gross profit reconciliation:									Gross profit reconciliation:
Gross profit	Gross profit	$	760.0	$	773.8	$	2,213.6	$	2,223.3	Gross profit	$	775.4	$	699.6
Unallocated derivative losses (gains)	Unallocated derivative losses (gains)	(7.7)		2.9		(37.6)		25.0		Unallocated derivative losses (gains)	(16.2)		(29.0)

Adjusted gross profit	Adjusted gross profit	$	752.3	$	776.7	$	2,176.0	$	2,248.3	Adjusted gross profit	$	759.2	$	670.6
Operating income reconciliation:	Operating income reconciliation:									Operating income reconciliation:
Operating income	Operating income	$	289.0	$	217.6	$	876.4	$	775.0	Operating income	$	361.1	$	257.6
Amortization	Amortization	58.8		59.7		176.4		179.9		Amortization	59.6		58.8
Other intangible assets impairment charges		52.4		107.2		52.4		107.2

Unallocated derivative losses (gains)	Unallocated derivative losses (gains)	(7.7)		2.9		(37.6)		25.0		Unallocated derivative losses (gains)	(16.2)		(29.0)

Other special project costs	Other special project costs	3.3		18.8		9.9		51.9		Other special project costs	—		3.3
Adjusted operating income	Adjusted operating income	$	395.8	$	406.2	$	1,077.5	$	1,139.0	Adjusted operating income	$	404.5	$	290.7
Net income reconciliation:	Net income reconciliation:									Net income reconciliation:
Net income	Net income	$	187.4	$	121.4	$	553.2	$	442.9	Net income	$	237.0	$	154.6
Income tax expense	Income tax expense	55.1		35.8		175.1		156.8		Income tax expense	76.6		52.1
Amortization	Amortization	58.8		59.7		176.4		179.9		Amortization	59.6		58.8
Other intangible assets impairment charges		52.4		107.2		52.4		107.2

Unallocated derivative losses (gains)	Unallocated derivative losses (gains)	(7.7)		2.9		(37.6)		25.0		Unallocated derivative losses (gains)	(16.2)		(29.0)

Other special project costs	Other special project costs	3.3		18.8		9.9		51.9		Other special project costs	—		3.3
Adjusted income before income taxes	Adjusted income before income taxes	$	349.3	$	345.8	$	929.4	$	963.7	Adjusted income before income taxes	$	357.0	$	239.8
Income taxes, as adjusted	Income taxes, as adjusted	80.8		89.1		223.7		258.1		Income taxes, as adjusted	87.0		60.1
Adjusted income	Adjusted income	$	268.5	$	256.7	$	705.7	$	705.6	Adjusted income	$	270.0	$	179.7
Weighted-average shares – assuming dilution	Weighted-average shares – assuming dilution	114.0		113.8		114.0		113.7		Weighted-average shares – assuming dilution	114.1		113.9
Adjusted earnings per share – assuming dilution	Adjusted earnings per share – assuming dilution	$	2.35	$	2.26	$	6.19	$	6.20	Adjusted earnings per share – assuming dilution	$	2.37	$	1.58

Interest Rate Risk: The fair value of our cash and cash equivalents at ~~January~~July 31, 2020, approximates carrying value. We are exposed to interest rate risk with regard to existing debt consisting of fixed- and variable-rate maturities. Our interest rate exposure primarily includes U.S. Treasury rates, LIBOR, and commercial paper rates in the U.S. The Financial Conduct Authority in the United Kingdom has stated that it will not require banks to submit LIBOR beyond 2021. We do not anticipate a significant impact to our financial position as a result of this action given our current mix of variable- and fixed-rate debt.

We utilize derivative instruments to manage interest rate risk associated with anticipated debt transactions, as well as to manage changes in the fair value of our long-term debt. At the inception of an interest rate contract, the instrument is evaluated and documented for qualifying hedge accounting treatment. If the contract is designated as a cash flow hedge, the mark-to-market gains or losses on the contract are deferred and included as a component of accumulated other comprehensive income (loss), 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 contract is recognized at fair value on the balance sheet, and changes in the fair value are recognized in interest expense. Generally, changes in the fair value of the contract are equal to changes in the fair value of the underlying debt and have no net impact on earnings.

~~We entered into~~In 2020, we terminated interest rate contracts ~~in November 2018~~concurrent with the pricing of the Senior Notes due March 15, 2030, and ~~June 2018, with notional values of $300.0~~March 15, 2050. They were designated as cash flow hedges and ~~$500.0, respectively,~~were used to manage our exposure to interest rate volatility associated with the anticipated debt ~~financing~~financing. The termination resulted in ~~2020. These interest rate contracts are designated as cash flow hedges,~~a pre-tax loss of $239.8, which was deferred and included as a ~~result, unrealized losses~~component of ~~$168.9 were deferred in~~ accumulated other comprehensive income (loss) ~~at January 31, 2020. A hypothetical 10 percent decrease in treasury rates at January 31, 2020, would result in an incremental loss~~and is being amortized as interest expense over the life of ~~$20.4 on~~ the ~~fair value of these interest rate contracts.~~debt.

Foreign Currency Exchange Risk: We have operations outside the U.S. with foreign currency denominated assets and liabilities, primarily denominated in Canadian currency. Because we have foreign currency denominated assets and liabilities, financial exposure may result, primarily from the timing of transactions and the movement of exchange rates. The foreign currency balance sheet exposures as of ~~January~~July 31, 2020, are not expected to result in a significant impact on future earnings or cash flows.

We utilize foreign currency derivatives 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. Therefore, the change in value of these instruments is immediately recognized in cost of products sold. Based on our hedged foreign currency positions as of ~~January~~July 31, 2020, a hypothetical 10 percent change in exchange rates would not materially impact the fair value.

Commodity Price Risk: We use certain raw materials and other commodities that are subject to price volatility caused by supply and demand conditions, political and economic variables, weather, investor speculation, and other unpredictable factors. To manage the volatility related to anticipated commodity purchases, we use derivatives with maturities of generally less than one year. We do not qualify commodity derivatives for hedge accounting ~~treatment, and as~~treatment. As a result, the gains and losses on all commodity derivatives are immediately recognized in cost of products sold.


		January 31, 2020		April 30, 2019			July 31, 2020		April 30, 2020
High	High	$	38.7	$	51.6	High	$	37.6	$	37.8
Low	Low	13.3		25.3		Low	13.6		14.5
Average	Average	26.1		37.0		Average	25.7		26.9

The estimated fair value was determined using quoted market prices and was based on our net derivative position by commodity for the previous four quarters. The calculations are not intended to represent actual losses in fair value that we expect to incur. In practice, as markets move, we actively manage our risk and adjust hedging strategies as appropriate. The commodities hedged have a high inverse correlation to price changes of the derivative instrument. Thus, we would expect that over time any gain or loss in the estimated fair value of its derivatives would generally be offset by an increase or decrease in the estimated fair value of the underlying exposures.

Certain statements included in this Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of federal securities laws. The forward-looking statements may include statements concerning our current expectations, estimates, assumptions, and beliefs concerning future events, conditions, plans, and strategies that are not historical fact. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “expect,” “anticipate,” “believe,” “intend,” “will,” “plan,” and similar phrases.

Federal securities laws provide a safe harbor for forward-looking statements to encourage companies to provide prospective information. We are providing this cautionary statement in connection with the safe harbor provisions. Readers are cautioned not to place undue reliance on any forward-looking statements, as such statements are by nature subject to risks, uncertainties, and other factors, many of which are outside of our control and could cause actual results to differ materially from such statements and from our historical results and experience. These risks and uncertainties include, but are not limited to, the following:

Evaluation of Disclosure Controls and Procedures. Management, including the principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of ~~January~~July 31, 2020 (the “Evaluation Date”). Based on that evaluation, the principal executive officer and principal financial officer have concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

~~Changes in Internal Controls.~~ During the first quarter of 2020, we began using a new integrated software solution to plan, authorize, and record trade promotion-related activities, as well as initiate payments associated with our trade programs. Additionally, in connection with the adoption of ASU 2016-02, ~~Leases (Topic 842)~~, as described in Note 2: Recently Issued Accounting Standards and Note 13: Leases, we implemented a new software solution that is used to record right-of-use assets and lease liabilities and prepare disclosures related to the new standard. As a result of the implementation of these systems, new controls and processes were executed during the first quarter of 2020.

Our business, operations, and financial condition are subject to various risks and uncertainties. The risk factors described in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended April 30, ~~2019, as revised below,~~2020, should be carefully considered, together with the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q and in our other filings with the SEC, in connection with evaluating the Company, our business, and the forward-looking statements contained in this Quarterly Report on Form 10-Q. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may affect us. The occurrence of any of these known or unknown risks could have a material adverse impact on our business, financial condition, and results of operations.

A significant portion of our assets is goodwill and other intangible assets, the majority of which are not amortized but are reviewed for impairment at least annually on February 1, and more often if indicators of impairment exist. At April 30, 2019, the carrying value of goodwill and other intangible assets totaled $13.0 billion, compared to total assets of $16.7 billion and total shareholders’ equity of $8.0 billion. If the carrying value of these assets exceeds the current estimated fair value, the asset would be considered impaired, and this would result in a noncash charge to earnings, which could be material. Events and conditions that could result in impairment include a sustained drop in the market price of our common shares, increased competition or loss of market share, obsolescence, product claims that result in a significant loss of sales or profitability over the product life, deterioration in macroeconomic conditions, or declining financial performance in comparison to projected results.

As of January 31, 2020, the carrying values of the goodwill and indefinite-lived intangible assets within the U.S. Retail Pet Foods segment were $2.4 billion and $1.4 billion, respectively. These intangible assets are susceptible to future impairment charges due to narrow differences between fair value and carrying value as a result of recent impairment charges and the acquisition of Ainsworth in May 2018. To date, we have recognized $465.0 million of impairment charges related to the goodwill and indefinite-lived intangible assets acquired as part of the Big Heart Pet Brands acquisition in 2015, which includes an impairment charge of $52.4 recognized during the third quarter of 2020 related to the ~~Natural Balance~~ ~~brand. These impairment charges are primarily the result of reductions in our long-term net sales and profitability projections.~~

We do not believe that our Pet Foods reporting unit or any of the remaining indefinite-lived trademarks within the U.S. Retail Pet Foods segment are more likely than not impaired as of January 31, 2020. However, further changes to the assumptions regarding the future performance of the U.S. Retail Pet Foods segment or its brands, an adverse change to macroeconomic conditions, or a change to other assumptions could result in additional impairment losses in the future, which could be significant. As of April 30, 2019, the estimated fair value was substantially in excess of the carrying value for the majority of the remaining reporting units and material indefinite-lived intangible assets, and in all instances, the estimated fair value exceeded the carrying value by greater than 10 percent, with the exception of the Natural Foods reporting unit, which has no remaining goodwill as a result of the impairment charge recorded during the fourth quarter of 2019. For further information, refer to Note 8: Goodwill and Other Intangible Assets.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers: The following table presents the total number of shares of common stock purchased during the ~~third~~first quarter of ~~2020,~~2021, the average price paid per share, the number of shares that were purchased as part of a publicly announced repurchase program, if any, and the approximate dollar value of the maximum number of shares that may yet be purchased under the share repurchase program:

(a) (b) (c) (d)
Period Total Number of
Shares
Purchased Average Price
Paid Per Share Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs Maximum Number (or
Approximate Dollar
Value) of Shares That
May Yet Be Purchased
Under the Plans or
Programs
November 1, 2019 - November 30, 2019 — $ — — 3,586,598
December 1, 2019 - December 31, 2019 1,300 105.22 — 3,586,598
January 1, 2020 - January 31, 2020 5,880 105.00 — 3,586,598
Total 7,180 $ 105.04 — 3,586,598


Period	(a)	(b)		(c)	(d)
	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs
May 1, 2020 - May 31, 2020	245	$	108.40	—	3,586,598
June 1, 2020 - June 30, 2020	39,451	108.32		—	3,586,598
July 1, 2020 - July 31, 2020	15,812	108.37		—	3,586,598
Total	55,508	$	108.33	—	3,586,598


		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements
	Condensed Statements of Consolidated Income	2
	Condensed Statements of Consolidated Comprehensive Income	2
	Condensed Consolidated Balance Sheets	3
	Condensed Statements of Consolidated Cash Flows	4
	Condensed Statements of Consolidated Shareholders’ Equity	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2218

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3025

Item 4.	Controls and Procedures	3327

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	3428

Item 1A.	Risk Factors	3428

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3528

Item 6.	Exhibits	3528

SIGNATURES			3629

INDEX OF EXHIBITS			3730


	Three Months Ended January 31,						Nine Months Ended January 31,
	2020		2019		2020		2019
Net sales:
United States	$	1,837.6	$	1,880.6	$	5,311.1	$	5,526.1
International:
Canada	$	108.7	$	106.7	$	318.9	$	319.2
All other international	26.0		24.6		79.0		90.6
Total international	$	134.7	$	131.3	$	397.9	$	409.8
Total net sales	$	1,972.3	$	2,011.9	$	5,709.0	$	5,935.9


☒			QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Three Months Ended January 31,						Nine Months Ended January 31,				Total Costs Incurred to Date at January 31, 2020
	2020		2019		2020		2019
Employee-related costs	$	0.3	$	5.4	$	1.7	$	13.2	$	17.2
Other transition and termination costs	3.0		2.3		8.2		10.7		24.8
Total integration costs	$	3.3	$	7.7	$	9.9	$	23.9	$	42.0


	January 31, 2020										April 30, 2019
	Acquisition Cost		Accumulated Amortization/Impairment Charges/Foreign Currency Exchange		Net		Acquisition Cost		Accumulated Amortization/Impairment Charges/Foreign Currency Exchange		Net
Finite-lived intangible assets subject to amortization:
Customer and contractual relationships	$	4,471.1	$	1,302.8	$	3,168.3	$	4,471.1	$	1,156.8	$	3,314.3
Patents and technology	168.5		135.6		32.9		168.5		127.4		41.1
Trademarks	502.0		188.0		314.0		499.9		166.9		333.0
Total intangible assets subject to amortization	$	5,141.6	$	1,626.4	$	3,515.2	$	5,139.5	$	1,451.1	$	3,688.4
Indefinite-lived intangible assets not subject to amortization:
Trademarks	$	3,319.0	$	342.8	$	2,976.2	$	3,321.1	$	290.7	$	3,030.4
Total other intangible assets	$	8,460.6	$	1,969.2	$	6,491.4	$	8,460.6	$	1,741.8	$	6,718.8


~~February 27,~~August 25, 2020			THE J. M. SMUCKER COMPANY

			/s/ Mark T. Smucker
			By: MARK T. SMUCKER
			President and Chief Executive Officer

			/s/ ~~Mark R. Belgya~~Tucker H. Marshall
			By: ~~MARK R. BELGYA~~TUCKER H. MARSHALL
			~~Vice Chair and~~ Chief Financial Officer


Exhibit Number	Exhibit Description
~~3.1~~10.1	~~Amended Regulations of~~Amendment No. 4 to The J. M. Smucker Company ~~(as Amended January 17, 2020)~~
~~10.1~~	~~Separation Agreement, effective~~Restoration Plan, dated as of January 4, 2020, between the Company and Kevin G. JacksonJune 17, 2020.
10.2	~~Separation Agreement, effective~~Amendment No. 3 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of January 10, 2020, between the Company and David J. LemmonJune 17, 2020.
10.3	Amendment No. 1 to The J. M. Smucker Company Executive Severance PlanVoluntary Deferred Compensation Plan, dated as of June 17, 2020.
10.4	Amendment No. 1 to ~~Credit Agreement~~The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, dated as of ~~November 14, 2019, to the Term Loan Credit Agreement, dated as of April 27, 2018, among the~~June 17, 2020.*
10.5	The J. M. Smucker Company ~~as borrower, the lenders party thereto, and Bank of America, N.A., as administrative agent~~Executive Severance Plan.*
31.1	Certifications of Mark T. Smucker pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
31.2	Certifications of ~~Mark R. Belgya~~Tucker H. Marshall pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
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 ~~January~~July 31, 2020, formatted in Inline XBRL