Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2017 | Jan. 31, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Post Holdings, Inc. | |
Entity Central Index Key | 1,530,950 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2017 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 65,576,238 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Net Sales | $ 1,433.1 | $ 1,249.8 |
Cost of goods sold | 981.4 | 870.6 |
Gross Profit | 451.7 | 379.2 |
Selling, general and administrative expenses | 245.7 | 264.1 |
Amortization of intangible assets | 41.5 | 38.9 |
Other operating expenses, net | 0 | 0 |
Operating Profit | 164.5 | 76.2 |
Interest expense, net | 90.5 | 72.9 |
Loss on extinguishment of debt | 37.3 | 0 |
Other income, net | (2.7) | (144.5) |
Earnings before Income Taxes | 39.4 | 147.8 |
Income tax (benefit) expense | (255.8) | 46 |
Net Earnings Including Noncontrolling Interest | 295.2 | 101.8 |
Less: Net earnings attributable to noncontrolling interest | 0.3 | 0 |
Net Earnings | 294.9 | 101.8 |
Preferred stock dividends | (3.4) | (3.4) |
Net Earnings Available to Common Shareholders | $ 291.5 | $ 98.4 |
Earnings per Share, Basic (in usd per share) | $ 4.42 | $ 1.42 |
Earnings per Share, Diluted (in usd per share) | $ 3.82 | $ 1.27 |
Weighted-Average Common Shares Outstanding, Basic (in shares) | 66 | 69.2 |
Weighted-Average Common Shares Outstanding, Diluted (in shares) | 77.3 | 80.3 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net Earnings Including Noncontrolling Interest | $ 295.2 | $ 101.8 |
Pension and postretirement benefits adjustments: | ||
Reclassifications to net earnings | (0.8) | (0.6) |
Hedging adjustments: | ||
Unrealized net loss on derivatives | (1.5) | 0 |
Reclassifications to net earnings | 0.3 | 0 |
Foreign currency translation adjustments: | ||
Unrealized foreign currency translation adjustments | 13.9 | (1.9) |
Tax benefit on other comprehensive income: | ||
Pension and postretirement benefits | 0.2 | 0.2 |
Hedging | 0.3 | 0 |
Total Other Comprehensive Income | 12.4 | (2.3) |
Less: Comprehensive income attributable to noncontrolling interest | 0.3 | 0 |
Total Comprehensive Income | $ 307.3 | $ 99.5 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2017 | Sep. 30, 2017 |
ASSETS | ||
Cash and cash equivalents | $ 1,944.5 | $ 1,525.9 |
Restricted cash | 2.6 | 4.2 |
Receivables, net | 468.3 | 480.6 |
Inventories | 587.2 | 573.5 |
Prepaid expenses and other current assets | 47 | 31.7 |
Total Current Assets | 3,049.6 | 2,615.9 |
Property, net | 1,678.4 | 1,690.7 |
Goodwill | 4,039.2 | 4,032 |
Other intangible assets, net | 3,316.6 | 3,353.9 |
Other assets | 196 | 184.3 |
Total Assets | 12,279.8 | 11,876.8 |
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
Current portion of long-term debt | 22.1 | 22.1 |
Accounts payable | 351.2 | 336 |
Other current liabilities | 378.9 | 346.3 |
Total Current Liabilities | 752.2 | 704.4 |
Long-term debt | 7,512.6 | 7,149.1 |
Deferred income taxes | 643.6 | 905.8 |
Other liabilities | 331 | 327.8 |
Total Liabilities | 9,239.4 | 9,087.1 |
Preferred stock | 0 | 0 |
Common stock | 0.7 | 0.7 |
Additional paid-in capital | 3,565.6 | 3,566.5 |
Accumulated deficit | (81.1) | (376) |
Accumulated other comprehensive loss | (27.6) | (40) |
Treasury stock, at cost | (427.2) | (371.2) |
Total Shareholders’ Equity Excluding Noncontrolling Interest | 3,030.4 | 2,780 |
Noncontrolling interest | 10 | 9.7 |
Total Shareholders’ Equity | 3,040.4 | 2,789.7 |
Total Liabilities and Shareholders’ Equity | $ 12,279.8 | $ 11,876.8 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows from Operating Activities: | ||
Net Earnings Including Noncontrolling Interest | $ 295.2 | $ 101.8 |
Adjustments to reconcile of net earnings to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 90.5 | 77.1 |
Unrealized gain on interest rate swaps | (3.1) | (145) |
Loss on extinguishment of debt | 37.3 | 0 |
Non-cash stock-based compensation expense | 6.8 | 4.9 |
Deferred income taxes | (262.7) | 62.1 |
Other, net | (3.1) | (0.2) |
Other changes in current assets and liabilities, net of business acquisitions: | ||
Decrease (increase) in receivables, net | 11.6 | (18) |
Increase in inventories | (13.4) | (8.7) |
Increase in prepaid expenses and other current assets | (14.5) | (6.9) |
Increase (decrease) in accounts payable and other current liabilities | 61.9 | (90.2) |
(Decrease) increase in non-current liabilities | (2) | 3.7 |
Net Cash Provided by (Used in) Operating Activities | 204.5 | (19.4) |
Cash Flows from Investing Activities: | ||
Business acquisitions, net of cash acquired | 0 | (91.4) |
Additions to property | (46.7) | (31.8) |
Restricted cash | 1.6 | (4.6) |
Proceeds from sale of property and assets held for sale | 0.1 | 6 |
Other, net | (1.2) | 0 |
Net Cash Used in Investing Activities | (46.2) | (121.8) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of long-term debt | 1,000 | 0 |
Repayments of long-term debt | (635.5) | (3.6) |
Purchases of treasury stock | (56) | (133.1) |
Payments of preferred stock dividends | (3.4) | (3.4) |
Payments of debt issuance costs | (10.2) | 0 |
Payment of premium on debt extinguishment | (30.8) | 0 |
Proceeds from exercise of stock awards | 0 | 9.4 |
Other, net | (4.5) | (1.9) |
Net Cash Provided by (Used in) Financing Activities | 259.6 | (132.6) |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | 0.7 | (0.7) |
Net Increase (Decrease) in Cash and Cash Equivalents | 418.6 | (274.5) |
Cash and Cash Equivalents, Beginning of Year | 1,525.9 | 1,143.6 |
Cash and Cash Equivalents, End of Period | $ 1,944.5 | $ 869.1 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), under the rules and regulations of the United States Securities and Exchange Commission (the “SEC”), and on a basis substantially consistent with the audited consolidated financial statements of Post Holdings, Inc. (herein referred to as “Post,” “the Company,” “us,” “our” or “we”) as of and for the fiscal year ended September 30, 2017. These unaudited condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017, filed with the SEC on November 17, 2017. These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of the Company’s results of operations, comprehensive income, financial position and cash flows for the interim periods presented. Interim results are not necessarily indicative of the results for any other interim period or for the entire fiscal year. Certain prior year amounts have been reclassified to conform with the current year presentation. Reclassifications related to the fiscal 2017 adoption of Accounting Standards Update (“ASU”) 2016-09 “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” for the three months ended December 31, 2016, resulted in a decrease in “Income tax (benefit) expense” and an increase in “Net Earnings” of $4.2 , respectively, a six cent increase in “Basic Earnings per Common Share” and a five cent increase in “Diluted Earnings per Common Share” as reported on the Condensed Consolidated Statement of Operations. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards (Notes) | 3 Months Ended |
Dec. 31, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Standards | RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS Recently Issued In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, “Leases (Topic 842).” This standards update requires a company to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for lessees, lessors and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This ASU is effective for annual periods beginning after December 15, 2018 and interim periods therein (i.e., Post’s financial statements for the year ending September 30, 2020), with early adoption permitted. At adoption, this update will be applied using a modified retrospective approach. The Company is currently evaluating the impact and timing of adopting this guidance, however, an increase in both assets and liabilities is expected. In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," which will supersede all existing revenue recognition guidance under GAAP. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2017 (i.e., Post’s financial statements for the year ending September 30, 2019). The Company is assessing the impact that the standard will have on its accounting policies, processes, system requirements, internal controls and disclosures. Internal resources have been assigned to this assessment, and the Company has engaged a third party to assist in the assessment and implementation. The Company has established a project plan, identified key revenue streams, completed an initial review of its customer contracts and is considering impacted policies and processes. The Company will adopt the standard on October 1, 2018 and expects to use the modified retrospective transition method of adoption. The Company continues to evaluate the effect that this standard will have on the condensed consolidated financial statements and related disclosures. Recently Adopted In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory (Topic 330).” The standard requires most inventory to be measured at the lower of cost and net realizable value (“NRV”), thereby simplifying the previous guidance under which an entity must measure inventory at the lower of cost or market. Market is defined as replacement cost, NRV, or NRV less a normal profit margin. The ASU will not apply to inventory that is measured using either the last-in, first-out method or the retail inventory method. The Company adopted this ASU during the first quarter of fiscal 2018. The adoption of the ASU did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures. |
Business Combinations
Business Combinations | 3 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | BUSINESS COMBINATIONS The Company accounts for acquisitions using the acquisition method of accounting, whereby the results of operations are included in the financial statements from the date of acquisition. The purchase price is allocated to acquired assets and assumed liabilities based on their estimated fair values at the date of acquisition, and any excess is allocated to goodwill. Goodwill represents the value the Company expects to achieve through the implementation of operational synergies and the expansion of the business into new or growing segments of the industry. On July 3, 2017, the Company completed its acquisition of Latimer Newco 2 Limited, a company registered in England and Wales (“Latimer”), and all of Latimer’s direct and indirect subsidiaries at the time of acquisition, including Weetabix Limited (collectively the “Weetabix Group”) for a purchase price of approximately £1,400.0 with a payment at closing of £1,454.1 , excluding £48.0 of cash acquired (approximately $1,887.2 , excluding $62.2 of cash acquired). The Weetabix Group is a packaged food company that primarily produces branded and private label ready-to-eat (“RTE”) cereal and muesli products. The Weetabix Group is reported in two reportable segments. The results of the Weetabix operations outside of North America (“Weetabix”) are reported as the Weetabix segment, and the Weetabix North American operations (“Weetabix NA”) are reported in the Post Consumer Brands segment (see Note 17). Based on the preliminary purchase price allocation of Weetabix, the Company recorded $172.8 of customer relationships to be amortized over a weighted-average period of approximately 20 years, $30.5 to definite-lived trademarks and brands to be amortized over a weighted-average period of 16 years and $391.0 of indefinite-lived trademarks. Based on the preliminary purchase price allocation of Weetabix NA, the Company recorded $14.1 of customer relationships to be amortized over a weighted-average period of 21 years. On October 3, 2016, the Company completed its acquisition of National Pasteurized Eggs, Inc. (“NPE”) for $93.5 , subject to net working capital and other adjustments, resulting in a payment of $97.0 . In February 2017, a final settlement of net working capital was reached, resulting in an amount back to the Company of $1.2 . NPE is a producer of pasteurized shell eggs, including cage-free eggs, and is reported in Post’s Michael Foods Group segment (see Note 17). Based upon the purchase price allocation, the Company recorded $43.9 of customer relationships to be amortized over a weighted-average period of 16 years and $7.5 of trademarks and brands to be amortized over a weighted-average period of 20 years. The following table provides the preliminary allocation of the purchase price related to the fiscal 2017 acquisition of the Weetabix Group based upon the fair value of assets and liabilities assumed including the provisional amounts recognized related to the acquisition as of September 30, 2017, as well as measurement period adjustments made during the three months ended December 31, 2017. Certain preliminary values of the Weetabix Group acquisition, including receivables, inventory, property, goodwill, other intangible assets, other assets, other current liabilities, deferred taxes and other liabilities, are not yet finalized pending the final purchase price allocation and are subject to change once additional information is obtained. The Company does not expect the final fair value of goodwill related to the acquisition of the Weetabix Group to be deductible for U.S. income tax purposes. Acquisition Date Amounts Recognized as of September 30, 2017 (a) Adjustments During the Three Months Ended December 31, 2017 Acquisition Date Amounts Recognized (as Adjusted) Cash and cash equivalents $ 62.2 $ — $ 62.2 Receivables 39.7 (0.7 ) 39.0 Inventories 63.4 — 63.4 Prepaid expenses and other current assets 1.2 — 1.2 Property 283.9 — 283.9 Goodwill 969.3 0.6 969.9 Other intangible assets 608.4 — 608.4 Other assets 112.0 — 112.0 Accounts payable (66.3 ) — (66.3 ) Other current liabilities (28.4 ) — (28.4 ) Deferred tax liability - long-term (137.6 ) 0.1 (137.5 ) Other liabilities (10.9 ) — (10.9 ) Noncontrolling interest (9.7 ) — (9.7 ) Total acquisition cost $ 1,887.2 $ — $ 1,887.2 (a) As previously reported in Post’s Annual Report on Form 10-K filed with the SEC on November 17, 2017. Transaction-related expenses The Company incurs transaction-related expenses in connection with both completed and contemplated acquisitions, divestitures and mergers. These expenses generally include third-party costs for due diligence, advisory services and transaction success fees. Transaction-related expenses of $3.1 and $0.7 were incurred during the three months ended December 31, 2017 and 2016, respectively, and are recorded as “Selling, general and administrative expenses.” Pro Forma Information The following unaudited pro forma information presents a summary of the results of operations of the Company combined with the results of the Weetabix Group for the periods presented as if the fiscal 2017 acquisition had occurred on October 1, 2015, along with certain pro forma adjustments. These pro forma adjustments give effect to the amortization of certain definite-lived intangible assets, adjusted depreciation based upon fair value of assets acquired, interest expense related to the financing of the business combinations, transaction and extinguished debt costs and related income taxes. The following unaudited pro forma information has been prepared for comparative purposes only and is not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed dates, nor is it necessarily an indication of future operating results. Three Months Ended 2017 2016 Pro forma net sales $ 1,433.1 $ 1,379.4 Pro forma net earnings available to common shareholders $ 292.5 $ 107.6 Pro forma basic earnings per common share $ 4.43 $ 1.55 Pro forma diluted earnings per common share $ 3.83 $ 1.38 |
Goodwill (Notes)
Goodwill (Notes) | 3 Months Ended |
Dec. 31, 2017 | |
Goodwill [Abstract] | |
Goodwill | GOODWILL The changes in the carrying amount of goodwill by segment are noted in the following table. Post Consumer Brands Weetabix Michael Foods Group Active Nutrition Private Brands Total Balance, September 30, 2017 Goodwill (gross) $ 2,074.7 $ 926.9 $ 1,392.1 $ 180.7 $ 181.5 $ 4,755.9 Accumulated impairment losses (609.1 ) — — (114.8 ) — (723.9 ) Goodwill (net) $ 1,465.6 $ 926.9 $ 1,392.1 $ 65.9 $ 181.5 $ 4,032.0 Acquisition related adjustment 0.7 (0.1 ) — — — 0.6 Currency translation adjustment — 6.6 — — — 6.6 Balance, December 31, 2017 Goodwill (gross) $ 2,075.4 $ 933.4 $ 1,392.1 $ 180.7 $ 181.5 $ 4,763.1 Accumulated impairment losses (609.1 ) — — (114.8 ) — (723.9 ) Goodwill (net) $ 1,466.3 $ 933.4 $ 1,392.1 $ 65.9 $ 181.5 $ 4,039.2 |
Equity Interests (Notes)
Equity Interests (Notes) | 3 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Interests | EQUITY INTERESTS In connection with its acquisition of the Weetabix Group in July 2017 (see Note 3), the Company acquired an equity interest in two legal entities, Alpen Food Company South Africa (Proprietary) Limited (“Alpen”) and Weetabix East Africa Limited (“Weetabix East Africa”). Results of both entities are reported in the Weetabix segment (see Note 17). Alpen is a South African-based company that produces RTE cereal and muesli. The Company owns 50% of Alpen’s common stock with no other indicators of control and, accordingly, the Company accounts for its investment in Alpen using the equity method. The investment in Alpen was $6.3 and $4.5 at December 31, 2017 and September 30, 2017, respectively, and was included in “Other assets” on the Condensed Consolidated Balance Sheets. Equity method earnings of $0.1 was included in “Other operating expenses, net” in the Condensed Consolidated Statements of Operations during the three months ended December 31, 2017. The Company had a note receivable balance with Alpen of $1.1 and $1.0 at December 31, 2017 and September 30, 2017, respectively, which was included in “Other assets” on the Condensed Consolidated Balance Sheets. Weetabix East Africa is a Kenyan-based company that produces RTE cereal and muesli. The Company owns 50.1% of Weetabix East Africa and holds a controlling voting and financial interest through its appointment of management and representation on Weetabix East Africa’s Board of Directors. Accordingly, Weetabix East Africa is fully consolidated into the Company’s financial statements. Weetabix East Africa had long-term payables with Pioneer Food Group Limited, the owner of the remaining 49.9% of the business, of $0.6 and $0.5 at December 31, 2017 and September 30, 2017, respectively, which were included in “Other liabilities” on the Condensed Consolidated Balance Sheets. |
Income Taxes (Notes)
Income Taxes (Notes) | 3 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017, resulting in significant impacts to the Company’s accounting for income taxes in the current year. The most significant of these impacts relate to the reduction of the U.S. federal corporate income tax rate, a one-time transition tax on unrepatriated foreign earnings and full expensing of certain qualified depreciable assets placed in service after September 27, 2017, and before January 1, 2023. The Tax Act enacts a new U.S. federal corporate tax rate of 21% that will fully go into effect for the Company’s fiscal 2019 tax year and is prorated with the pre-December 22, 2017 U.S. federal corporate income tax rate of 35% for the Company’s current tax year. This proration results in a blended rate of 24.5% for fiscal 2018. At the time these financial statements were issued, the Company had not completed the accounting for the tax effects related to the enactment of the Tax Act. However, provisional estimates were made in the following instances: (i) the Company remeasured its existing deferred tax assets and liabilities considering both the current fiscal year blended rate and the 21% rate for future periods and recorded a provisional tax benefit of $270.7 and (ii) the Company calculated the one-time transition tax and recorded provisional tax expense of $7.1 . Full expensing of certain depreciable assets will result in a temporary difference and will be analyzed throughout the year as assets are placed in service. The changes included in the Tax Act are broad and complex. The final transition impacts of the Tax Act may differ from the above estimates, possibly materially, due to, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in current accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the Company has utilized to calculate the transition impacts, including impacts resulting from changes to current year earnings estimates and foreign exchange rates. The SEC has issued rules that would allow for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. The Company currently anticipates finalizing and recording any resulting adjustments by September 30, 2018. |
Intangible Assets, net
Intangible Assets, net | 3 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | INTANGIBLE ASSETS, NET Total intangible assets are as follows: December 31, 2017 September 30, 2017 Carrying Accumulated Amortization Net Carrying Accumulated Amortization Net Subject to amortization: Customer relationships $ 2,250.5 $ (446.7 ) $ 1,803.8 $ 2,249.3 $ (416.7 ) $ 1,832.6 Trademarks/brands 834.3 (173.8 ) 660.5 834.1 (162.9 ) 671.2 Other intangible assets 21.7 (10.4 ) 11.3 21.7 (9.8 ) 11.9 3,106.5 (630.9 ) 2,475.6 3,105.1 (589.4 ) 2,515.7 Not subject to amortization: Trademarks/brands 841.0 — 841.0 838.2 — 838.2 $ 3,947.5 $ (630.9 ) $ 3,316.6 $ 3,943.3 $ (589.4 ) $ 3,353.9 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per Share | EARNINGS PER SHARE Basic earnings per share is based on the average number of common shares outstanding during the period. Diluted earnings per share is based on the average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options, stock appreciation rights and restricted stock equivalents using the “treasury stock” method. The impact of potentially dilutive convertible preferred stock is calculated using the “if-converted” method. For the periods outstanding, the Company’s tangible equity units (“TEUs”) were assumed to be settled at the minimum settlement amount of 1.7114 shares per TEU for weighted-average shares for basic earnings per share. For diluted earnings per share, the shares, to the extent dilutive, were assumed to be settled at a conversion factor based on the daily volume-weighted-average price per share of the Company’s common stock not to exceed 2.0964 shares per TEU. All TEU purchase contracts were settled as of June 1, 2017. The following table sets forth the computation of basic and diluted earnings per share for the three months ended December 31, 2017 and 2016, respectively. Three Months Ended 2017 2016 Net earnings for basic earnings per share $ 291.5 $ 98.4 Dilutive preferred stock dividends 3.4 3.4 Net earnings for diluted earnings per share $ 294.9 $ 101.8 Weighted-average shares outstanding 66.0 64.5 Effect of TEUs on weighted-average shares for basic earnings per share — 4.7 Weighted-average shares for basic earnings per share 66.0 69.2 Effect of dilutive securities: Stock options 1.8 1.8 Stock appreciation rights 0.1 0.1 Restricted stock awards 0.4 0.2 Preferred shares conversion to common 9.0 9.0 Total dilutive securities 11.3 11.1 Weighted-average shares for diluted earnings per share 77.3 80.3 Basic earnings per common share $ 4.42 $ 1.42 Diluted earnings per common share $ 3.82 $ 1.27 The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted earnings per share as they were anti-dilutive. Three Months Ended 2017 2016 Stock options 0.6 0.3 |
Inventories
Inventories | 3 Months Ended |
Dec. 31, 2017 | |
Inventory [Abstract] | |
Inventories | INVENTORIES December 31, September 30, Raw materials and supplies $ 134.9 $ 129.8 Work in process 18.5 16.9 Finished products 403.6 395.6 Flocks 30.2 31.2 $ 587.2 $ 573.5 |
Property, net
Property, net | 3 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, net | PROPERTY, NET December 31, September 30, Property, at cost $ 2,430.1 $ 2,394.1 Accumulated depreciation (751.7 ) (703.4 ) $ 1,678.4 $ 1,690.7 |
Derivative Financial Instrument
Derivative Financial Instruments and Hedging | 3 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments and Hedging | DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING In the ordinary course of business, the Company is exposed to commodity price risks relating to the acquisition of raw materials and supplies, interest rate risks relating to floating rate debt and foreign currency exchange rate risks. The Company utilizes derivative financial instruments, including (but not limited to) futures contracts, option contracts, forward contracts and swaps, to manage certain of these exposures by hedging when it is practical to do so. The Company does not hold or issue financial instruments for speculative or trading purposes. At December 31, 2017 , the Company’s derivative instruments consisted of: Not designated as hedging instruments under Accounting Standards Codification (“ASC”) Topic 815 • Commodity and energy futures and option contracts which relate to inputs that generally will be utilized within the next year; • a pay-fixed, receive-variable interest rate swap maturing in May 2021 that requires monthly settlements and has the effect of hedging interest payments on debt expected to be issued but not yet priced; and • rate-lock interest rate swaps that require four lump sum settlements with the first settlement occurring in July 2018 and the last in July 2020 and have the effect of hedging interest payments on debt expected to be issued but not yet priced. Designated as hedging instruments under ASC Topic 815 • Foreign currency forward contracts used as a cash flow hedge of forecasted Euro denominated capital purchases occurring within the next 14 months against currency fluctuations between Euro and U.S. dollar; • a pay-fixed, receive-fixed cross-currency swap maturing in July 2022 that requires quarterly cash settlements used as a net investment hedge of the Company’s investment in the Weetabix Group, which is denominated in GBP; and • a pay-fixed, receive-variable interest rate swap maturing in May 2024 that requires monthly settlements and is used as a cash flow hedge of forecasted interest payments on the Company’s variable rate term loan (see Note 14). The following table shows the notional amounts of derivative instruments held. December 31, September 30, Not designated as hedging instruments under ASC Topic 815: Commodity contracts $ 40.4 $ 53.8 Energy contracts 21.5 25.6 Interest rate swap 75.7 76.1 Interest rate swaps - Rate-lock swaps 1,649.3 1,649.3 Designated as hedging instruments under ASC Topic 815: Foreign exchange contracts - Forward contracts 16.6 20.9 Foreign exchange contracts - Cross-currency swaps 448.7 448.7 Interest rate swap 1,000.0 1,000.0 The following table presents the balance sheet location and fair value of the Company’s derivative instruments as of December 31, 2017 and September 30, 2017 , along with the portion designated as hedging instruments under ASC Topic 815. The Company does not offset derivative assets and liabilities within the Condensed Consolidated Balance Sheets. Fair Value Portion Designated as Hedging Instruments Balance Sheet Location December 31, September 30, December 31, September 30, Asset Derivatives: Commodity contracts Prepaid expenses and other current assets $ 0.1 $ 0.5 $ — $ — Energy contracts Prepaid expenses and other current assets 5.2 3.8 — — Foreign exchange contracts Prepaid expenses and other current assets 1.2 1.3 1.2 1.1 Foreign exchange contracts Other assets 0.1 0.3 0.1 0.3 Interest rate swaps Prepaid expenses and other current assets 0.6 — 0.6 — Interest rate swaps Other assets 3.8 — 3.8 — $ 11.0 $ 5.9 $ 5.7 $ 1.4 Liability Derivatives: Commodity contracts Other current liabilities $ 1.8 $ 1.9 $ — $ — Energy contracts Other current liabilities 0.4 0.3 — — Foreign exchange contracts Other current liabilities 2.1 1.5 2.1 1.5 Foreign exchange contracts Other liabilities 34.5 23.6 34.5 23.6 Interest rate swaps Other current liabilities 48.4 50.9 — 0.7 Interest rate swaps Other liabilities 159.8 165.3 — 4.2 $ 247.0 $ 243.5 $ 36.6 $ 30.0 The following tables present the effects of the Company’s derivative instruments on the Company’s Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Comprehensive Income for the three months ended December 31, 2017 and 2016. Derivatives Not Designated as Hedging Instruments Statement of Operations Location Loss (Gain) Recognized in Statement of Operations 2017 2016 Commodity contracts Cost of goods sold $ 0.4 $ 4.5 Energy contracts Cost of goods sold (2.2 ) (3.2 ) Foreign exchange contracts Selling, general and administrative expenses 0.2 — Interest rate swaps Other income, net (2.7 ) (144.5 ) Derivatives Designated as Hedging Instruments (Gain) Loss Recognized in OCI Loss Reclassified from Accumulated OCI into Earnings Statement of Operations Location 2017 2016 2017 2016 Foreign exchange contracts $ (0.2 ) $ — $ — $ — Selling, general and administrative expenses Interest rate swaps (9.0 ) — 0.3 — Interest expense, net Cross-currency swaps 10.7 — — — Other income, net Accumulated Other Comprehensive Income (“OCI”) included a $19.3 net loss on hedging instruments before taxes ( $12.1 after taxes) at December 31, 2017, compared to a $18.1 net loss before taxes ( $11.2 after taxes) at September 30, 2017. Approximately $0.6 of the net hedging gains reported in accumulated OCI at December 31, 2017, is expected to be reclassified into earnings within the next 12 months. For gains and losses associated with foreign exchange forward contracts, the reclassification will occur on a straight-line basis over the useful life of the related capital assets. For gains or losses associated with interest rate swaps, the reclassification will occur over the term of the related debt. Reclassification of gains and losses reported in accumulated OCI related to the cross-currency swaps will only occur in the event all United Kingdom-based operations are liquidated. At December 31, 2017 and September 30, 2017 , the Company had pledged collateral of $1.3 and $2.9 , respectively, related to its commodity and energy contracts. These amounts are classified as “Restricted cash” on the Condensed Consolidated Balance Sheets. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The following table represents the Company’s assets and liabilities measured at fair value on a recurring basis and the basis for that measurement according to the levels in the fair value hierarchy in ASC Topic 820. December 31, 2017 September 30, 2017 Total Level 1 Level 2 Total Level 1 Level 2 Assets: Deferred compensation investment $ 16.8 $ 16.8 $ — $ 15.4 $ 15.4 $ — Derivative assets 11.0 — 11.0 5.9 — 5.9 $ 27.8 $ 16.8 $ 11.0 $ 21.3 $ 15.4 $ 5.9 Liabilities: Deferred compensation liabilities $ 23.4 $ — $ 23.4 $ 22.5 $ — $ 22.5 Derivative liabilities 247.0 — 247.0 243.5 — 243.5 $ 270.4 $ — $ 270.4 $ 266.0 $ — $ 266.0 The deferred compensation investment is primarily invested in mutual funds and its fair value is measured using the market approach. This investment is in the same funds and purchased in substantially the same amounts as the participants’ selected investment options (excluding Post common stock equivalents), which represent the underlying liabilities to participants in the Company’s deferred compensation plans. Deferred compensation liabilities are recorded at amounts due to participants in cash, based on the fair value of participants’ selected investment options (excluding certain Post common stock equivalents to be distributed in shares) using the market approach. The Company utilizes the income approach to measure fair value for its commodity and energy derivatives. The income approach uses pricing models that rely on market observable inputs such as yield curves and forward prices. Foreign exchange contracts are valued using the spot rate less the forward rate multiplied by the notional amount. The Company’s calculation of the fair value of interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve. Refer to Note 11 for the classification of changes in fair value of derivative assets and liabilities measured at fair value on a recurring basis within the Condensed Consolidated Statements of Operations. The Company’s financial assets and liabilities also include cash and cash equivalents, receivables and accounts payable for which the carrying value approximates fair value due to their short maturities (less than 12 months). The Company does not record its current portion of long-term debt and long-term debt at fair value on the Condensed Consolidated Balance Sheets. Based on current market rates, the fair value of the Company’s debt (Level 2) was $7,633.6 and $7,343.4 as of December 31, 2017 and September 30, 2017, respectively. Certain assets and liabilities, including long-lived assets, goodwill and indefinite-lived intangibles, are measured at fair value on a non-recurring basis. |
Legal Proceedings (Notes)
Legal Proceedings (Notes) | 3 Months Ended |
Dec. 31, 2017 | |
Legal Proceedings [Abstract] | |
Legal Proceedings | LEGAL PROCEEDINGS Antitrust claims: In late 2008 and early 2009, some 22 class action lawsuits were filed in various federal courts against Michael Foods, Inc. (“Michael Foods”), a wholly owned subsidiary of the Company, and some 20 other defendants (producers of shell eggs and egg products, and egg industry organizations), alleging violations of federal and state antitrust laws in connection with the production and sale of shell eggs and egg products, and seeking unspecified damages. All cases were transferred to the Eastern District of Pennsylvania for coordinated and/or consolidated pretrial proceedings. The case involved three plaintiff groups: (1) direct purchasers of eggs and egg products; (2) companies (primarily large grocery chains and food companies that purchase considerable quantities of eggs) that opted out of any eventual class and brought their own separate actions against the defendants (“opt-out plaintiffs”); and (3) indirect purchasers of shell eggs. In September 2016, the district court granted the defendants’ motion for summary judgment based on purchases of egg products, thereby limiting all claims to shell eggs. Status of claims: (1) Michael Foods settled all class claims asserted against it by the direct purchaser plaintiffs for a payment of $75.0 , which settlement became final on December 21, 2017; (2) Michael Foods entered into a settlement, the details of which are confidential, with the opt-out plaintiffs (excluding those opt-out plaintiffs whose claims relate primarily or exclusively to egg products) on January 19, 2017; and (3) the district court denied the motion of the indirect purchaser plaintiffs for class certification in September 2015 as well as an alternative motion for certification of an injunctive class in June 2017. Michael Foods has at all times denied liability in this matter, and neither settlement contains any admission of liability by Michael Foods. Remaining portions of the case: The Third Circuit Court of Appeals denied the motions of the indirect purchaser plaintiffs to immediately appeal the district court’s denial of their motions for class certification. In addition, the elimination of egg products from the case was appealed to the Third Circuit Court of Appeals by certain opt-out plaintiffs who purchased egg products. On January 22, 2018, the Third Circuit Court of Appeals ruled that the opt-out plaintiffs who purchased egg products have standing to seek damages and remanded this portion of the case to the district court for further proceedings. Although the likelihood of a material adverse outcome in the egg antitrust litigation has been significantly reduced as a result of the Michael Foods settlements described above, the remaining portions of the case could still result in a material adverse outcome. At this time, however, the Company does not believe it is possible to estimate any loss in connection with these remaining portions of the egg antitrust litigation. Accordingly, the Company cannot predict what impact, if any, these remaining matters and any results from such matters could have on the Company’s future results of operations. During the three months ended December 31, 2016, the Company expensed $74.5 , included in “Selling, general and administrative expenses” on the Condensed Consolidated Statements of Operations, related to these settlements. No expense was recorded related to these matters in the three months ended December 31, 2017 and no accruals were recorded for these matters at December 31, 2017 or September 30, 2017. Under current law, any settlement paid, including the settlement with the direct purchaser plaintiffs and the settlement with the opt-out plaintiffs, is deductible for federal income tax purposes. Other : The Company is subject to various other legal proceedings and actions arising in the normal course of business. In the opinion of management, based upon the information presently known, the ultimate liability, if any, arising from such pending legal proceedings, as well as from asserted legal claims and known potential legal claims which are likely to be asserted, taking into account established accruals for estimated liabilities (if any), are not expected to be material individually or in the aggregate to the consolidated financial position, results of operations or cash flows of the Company. In addition, although it is difficult to estimate the potential financial impact of actions regarding expenditures for compliance with regulatory matters, in the opinion of management, based upon the information currently available, the ultimate liability arising from such compliance matters is not expected to be material to the consolidated financial position, results of operations or cash flows of the Company. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT Long-term debt as of the dates indicated consists of the following: December 31, September 30, 2017 5.625% Senior Notes maturing January 2028 $ 1,000.0 $ — 5.50% Senior Notes maturing March 2025 1,000.0 1,000.0 5.75% Senior Notes maturing March 2027 1,500.0 1,500.0 5.00% Senior Notes maturing August 2026 1,750.0 1,750.0 8.00% Senior Notes maturing July 2025 137.5 137.5 6.00% Senior Notes maturing December 2022 — 630.0 Term Loan 2,189.0 2,194.5 Capital leases 0.2 0.2 $ 7,576.7 $ 7,212.2 Less: Current portion of long-term debt (22.1 ) (22.1 ) Debt issuance costs, net (81.9 ) (81.8 ) Plus: Unamortized premium 39.9 40.8 Total long-term debt $ 7,512.6 $ 7,149.1 Senior Notes On December 1, 2017, the Company issued $1,000.0 principal value of 5.625% senior notes due in January 2028. The 5.625% senior notes were issued at par and the Company received $990.7 after paying investment banking and other fees of $9.3 , which will be deferred and amortized to interest expense over the term of the notes. Interest payments on the 5.625% senior notes are due semi-annually each January 15 and July 15. With the net proceeds received from this issuance, the Company repaid the $630.0 principal value of the 6.00% senior notes due in December 2022. In connection with the early repayment of these notes, the Company recorded expense of $37.3 in the three months ended December 31, 2017, which is reported as “Loss on extinguishment of debt” in the Condensed Consolidated Statement of Operations. This loss included a premium of $30.8 and debt issuance costs write-offs of $6.5 . The remaining proceeds were used to fund a portion of the consideration paid for the Bob Evans Farms, Inc. (“Bob Evans”) acquisition which was completed on January 12, 2018 (see Note 18). Credit Agreement On March 28, 2017, the Company entered into an amended and restated credit agreement (as further amended, the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility in an aggregate principal amount of $800.0 (the “Revolving Credit Facility”), with the commitments thereunder to be made available to the Company in U.S. Dollars, Canadian Dollars, Euros and Pounds Sterling. The issuance of letters of credit is available under the Credit Agreement in an aggregate amount of up to $50.0 . The Revolving Credit Facility has outstanding letters of credit of $14.9 which reduced the available borrowing capacity under the Credit Agreement to $785.1 at December 31, 2017 . The Credit Agreement also provides for potential incremental revolving and term facilities at the request of the Company and at the discretion of the lenders, in each case on terms to be determined, and also permits the Company, subject to certain conditions, to incur incremental equivalent debt, in an aggregate maximum amount (for incremental revolving and term facilities and incremental equivalent debt combined) not to exceed the greater of (1) $700.0 and (2) the maximum amount at which (A) the Company’s pro forma consolidated leverage ratio (as defined in the Credit Agreement) would not exceed 6.50 to 1.00 and (B) the Company’s pro forma senior secured leverage ratio (as defined in the Credit Agreement) would not exceed 3.00 to 1.00 as of the date such indebtedness is incurred. The outstanding amounts under the Revolving Credit Facility must be repaid on or before March 28, 2022. Borrowings under the Revolving Credit Facility will bear interest, at the option of the Company, at an annual rate equal to either the Base Rate, Eurodollar Rate or CDOR Rate (as such terms are defined in the Credit Agreement) plus an applicable margin ranging from 1.75% to 2.25% for Eurodollar Rate-based loans and CDOR Rate-based loans and from 0.75% to 1.25% for Base Rate-based loans, depending in each case on the Company’s senior secured leverage ratio. Commitment fees on the daily unused amount of commitments under the Revolving Credit Facility will accrue at rates ranging from 0.250% to 0.375% , also depending on the Company’s senior secured leverage ratio. The Credit Agreement contains a financial covenant requiring the Company to maintain a senior secured leverage ratio (as defined in the Credit Agreement) not to exceed 4.25 to 1.00, measured as of the last day of any fiscal quarter if, as of the last day of such fiscal quarter, the aggregate outstanding amount of all revolving credit loans, swing line loans and letter of credit obligations (subject to certain exceptions specified in the Credit Agreement) exceeds 30% of the Company’s revolving credit commitments. As of December 31, 2017 , the Company was not required to comply with such financial covenant as the aggregate amount of the aforementioned obligations did not exceed 30% . The Credit Agreement provides for customary events of default, including material breach of representations and warranties, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay, or default under, indebtedness in excess of $75.0 , certain events of bankruptcy and insolvency, inability to pay debts, the occurrence of one or more unstayed or undischarged judgments in excess of $75.0 , attachments issued against a material part of the Company’s property, change in control, the invalidity of any loan document, the failure of the collateral documents to create a valid and perfected first priority lien and certain Employee Retirement Income Security Act of 1974 (“ERISA”) events. Upon the occurrence of an event of default, the maturity of the loans under the Credit Agreement may be accelerated and the agent and lenders under the Credit Agreement may exercise other rights and remedies available at law or under the loan documents, including with respect to the collateral and guarantees for the Company’s obligations under the Credit Agreement. The Credit Agreement also permits the Company to incur additional unsecured debt if, among other conditions, the pro forma consolidated interest coverage ratio (as defined in the Credit Agreement) would be greater than or equal to 2.00 to 1.00 after giving effect to such new debt. As of December 31, 2017 , the pro forma consolidated interest coverage ratio exceeded this threshold. |
Pension and Other Postretiremen
Pension and Other Postretirement Benefits | 3 Months Ended |
Dec. 31, 2017 | |
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract] | |
Pension and Other Postretirement benefits | PENSION AND OTHER POSTRETIREMENT BENEFITS The Company maintains qualified defined benefit plans in the United States, the United Kingdom and Canada for certain employees primarily within its Post Consumer Brands and Weetabix segments. Certain of the Company’s employees are eligible to participate in the Company’s postretirement benefit plans (partially subsidized retiree health and life insurance). Amounts for the Canadian plans are included in the North America disclosures and are not disclosed separately because they do not constitute a significant portion of the combined amounts. The following tables provide the components of net periodic benefit cost (gain) for the pension plans. North America Three Months Ended 2017 2016 Components of net periodic benefit cost (gain) Service cost $ 1.1 $ 1.0 Interest cost 0.9 0.6 Expected return on plan assets (1.1 ) (0.7 ) Recognized net actuarial loss 0.3 0.4 Net periodic benefit cost $ 1.2 $ 1.3 Other International Three Months Ended 2017 2016 Components of net periodic benefit cost (gain) Service cost $ 1.7 $ — Interest cost 4.8 — Expected return on plan assets (7.8 ) — Net periodic benefit gain $ (1.3 ) $ — The following tables provide the components of net periodic benefit cost (gain) for the North American other postretirement benefit plans. Three Months Ended 2017 2016 Components of net periodic benefit cost (gain) Service cost $ 0.2 $ 0.1 Interest cost 0.5 0.5 Recognized net actuarial loss 0.1 0.2 Recognized prior service credit (1.2 ) (1.2 ) Net periodic benefit gain $ (0.4 ) $ (0.4 ) |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | SHAREHOLDERS’ EQUITY During the three months ended December 31, 2017, the Company repurchased 0.7 shares of its common stock at an average share price of $78.03 for a total cost of $56.0 , including broker’s commissions. During the three months ended December 31, 2016, the Company repurchased 1.7 shares of its common stock at an average share price of $76.32 for a total cost of $133.1 , including brokers’ commissions. The repurchases were recorded as “Treasury stock, at cost” on the Condensed Consolidated Balance Sheets. |
Segments
Segments | 3 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segments | SEGMENTS During the fourth quarter of fiscal 2017, the Company reorganized its reportable segments in accordance with ASC Topic 280, “Segment Reporting.” At December 31, 2017, the Company’s reportable segments were as follows: • Post Consumer Brands: North American RTE cereal and granola businesses; • Weetabix: RTE cereal and the branded muesli business sold and distributed primarily outside of North America; • Michael Foods Group: eggs, potatoes, cheese and pasta; • Active Nutrition: protein shakes, bars and powders and nutritional supplements; and • Private Brands: peanut and other nut butters and dried fruit and nut products. All fiscal 2017 segment results reported herein have been reclassified to conform with December 31, 2017 presentation. Management evaluates each segment’s performance based on its segment profit, which is its operating profit before impairment of property and intangible assets, facility closure related costs, restructuring expenses, (gains)/losses on assets held for sale, gain on sale of plant and other unallocated corporate income and expenses. The following tables present information about the Company’s reportable segments, including corresponding amounts for the prior year. Three Months Ended 2017 2016 Net Sales Post Consumer Brands $ 456.0 $ 447.4 Weetabix 99.7 — Michael Foods Group 577.1 539.8 Active Nutrition 186.0 153.9 Private Brands 114.3 108.7 Total $ 1,433.1 $ 1,249.8 Segment Profit (Loss) Post Consumer Brands $ 72.9 $ 82.9 Weetabix 16.8 — Michael Foods Group 74.9 (17.0 ) Active Nutrition 19.8 24.9 Private Brands 8.4 5.7 Total segment profit 192.8 96.5 General corporate expenses and other 28.3 20.3 Interest expense, net 90.5 72.9 Loss on extinguishment of debt 37.3 — Other income, net (2.7 ) (144.5 ) Earnings before income taxes $ 39.4 $ 147.8 Depreciation and amortization Post Consumer Brands $ 32.6 $ 28.4 Weetabix 7.1 — Michael Foods Group 38.0 36.7 Active Nutrition 6.5 6.2 Private Brands 5.1 4.9 Total segment depreciation and amortization 89.3 76.2 Corporate 1.2 0.9 Total $ 90.5 $ 77.1 Assets December 31, September 30, Post Consumer Brands $ 3,608.2 $ 3,611.9 Weetabix 2,081.6 2,048.9 Michael Foods Group 3,544.2 3,572.2 Active Nutrition 599.1 581.3 Private Brands 491.8 487.3 Corporate 1,954.9 1,575.2 Total $ 12,279.8 $ 11,876.8 |
Subsequent Events (Notes)
Subsequent Events (Notes) | 3 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On January 12, 2018, the Company completed its acquisition of Bob Evans, a producer of retail refrigerated potato, pasta and vegetable-based side dishes, pork sausage and a variety of refrigerated and frozen convenience food items. The Company paid each holder of Bob Evans common stock $77.00 per share; however, the Company has not paid any amounts to holders of approximately 4.35 million shares of Bob Evans common stock who demanded appraisal under Delaware law and have not withdrawn their demands. The Company made a payment at closing of $1,381.1 (which, in addition to the amounts paid to Bob Evans stockholders, includes amounts paid to retire certain debt and other obligations of Bob Evans) and expects to make an additional payment of approximately $10.0 , excluding any amounts that will be payable to holders of Bob Evans common stock who have exercised appraisal rights as described above. This transaction will be accounted for as a business combination under the acquisition method of accounting. The Company will record the assets acquired and liabilities assumed at their fair values as of the acquisition date. Due to the limited time since the closing of the acquisition, the valuation efforts and related acquisition accounting are incomplete at the time of filing of the condensed consolidated financial statements. As a result, the Company is unable to provide amounts recognized as of the acquisition date for major classes of assets and liabilities acquired, including goodwill and other intangible assets. In addition, because the acquisition accounting is incomplete, the Company is unable to provide the supplemental pro forma revenue and earnings for the combined entity, as the pro forma adjustments are expected to primarily consist of estimates for the amortization of identifiable intangible assets acquired and related income tax effects which will result from the purchase price allocation and determination of the fair values for the assets acquired and liabilities assumed. |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Weetabix Group Opening Balance Sheet with Measurement Period Adjustments | Acquisition Date Amounts Recognized as of September 30, 2017 (a) Adjustments During the Three Months Ended December 31, 2017 Acquisition Date Amounts Recognized (as Adjusted) Cash and cash equivalents $ 62.2 $ — $ 62.2 Receivables 39.7 (0.7 ) 39.0 Inventories 63.4 — 63.4 Prepaid expenses and other current assets 1.2 — 1.2 Property 283.9 — 283.9 Goodwill 969.3 0.6 969.9 Other intangible assets 608.4 — 608.4 Other assets 112.0 — 112.0 Accounts payable (66.3 ) — (66.3 ) Other current liabilities (28.4 ) — (28.4 ) Deferred tax liability - long-term (137.6 ) 0.1 (137.5 ) Other liabilities (10.9 ) — (10.9 ) Noncontrolling interest (9.7 ) — (9.7 ) Total acquisition cost $ 1,887.2 $ — $ 1,887.2 |
Pro Forma Information | Three Months Ended 2017 2016 Pro forma net sales $ 1,433.1 $ 1,379.4 Pro forma net earnings available to common shareholders $ 292.5 $ 107.6 Pro forma basic earnings per common share $ 4.43 $ 1.55 Pro forma diluted earnings per common share $ 3.83 $ 1.38 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Goodwill | |
Carrying Amount of Goodwill | Post Consumer Brands Weetabix Michael Foods Group Active Nutrition Private Brands Total Balance, September 30, 2017 Goodwill (gross) $ 2,074.7 $ 926.9 $ 1,392.1 $ 180.7 $ 181.5 $ 4,755.9 Accumulated impairment losses (609.1 ) — — (114.8 ) — (723.9 ) Goodwill (net) $ 1,465.6 $ 926.9 $ 1,392.1 $ 65.9 $ 181.5 $ 4,032.0 Acquisition related adjustment 0.7 (0.1 ) — — — 0.6 Currency translation adjustment — 6.6 — — — 6.6 Balance, December 31, 2017 Goodwill (gross) $ 2,075.4 $ 933.4 $ 1,392.1 $ 180.7 $ 181.5 $ 4,763.1 Accumulated impairment losses (609.1 ) — — (114.8 ) — (723.9 ) Goodwill (net) $ 1,466.3 $ 933.4 $ 1,392.1 $ 65.9 $ 181.5 $ 4,039.2 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Total Intangible Assets | December 31, 2017 September 30, 2017 Carrying Accumulated Amortization Net Carrying Accumulated Amortization Net Subject to amortization: Customer relationships $ 2,250.5 $ (446.7 ) $ 1,803.8 $ 2,249.3 $ (416.7 ) $ 1,832.6 Trademarks/brands 834.3 (173.8 ) 660.5 834.1 (162.9 ) 671.2 Other intangible assets 21.7 (10.4 ) 11.3 21.7 (9.8 ) 11.9 3,106.5 (630.9 ) 2,475.6 3,105.1 (589.4 ) 2,515.7 Not subject to amortization: Trademarks/brands 841.0 — 841.0 838.2 — 838.2 $ 3,947.5 $ (630.9 ) $ 3,316.6 $ 3,943.3 $ (589.4 ) $ 3,353.9 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted earnings per share | Three Months Ended 2017 2016 Net earnings for basic earnings per share $ 291.5 $ 98.4 Dilutive preferred stock dividends 3.4 3.4 Net earnings for diluted earnings per share $ 294.9 $ 101.8 Weighted-average shares outstanding 66.0 64.5 Effect of TEUs on weighted-average shares for basic earnings per share — 4.7 Weighted-average shares for basic earnings per share 66.0 69.2 Effect of dilutive securities: Stock options 1.8 1.8 Stock appreciation rights 0.1 0.1 Restricted stock awards 0.4 0.2 Preferred shares conversion to common 9.0 9.0 Total dilutive securities 11.3 11.1 Weighted-average shares for diluted earnings per share 77.3 80.3 Basic earnings per common share $ 4.42 $ 1.42 Diluted earnings per common share $ 3.82 $ 1.27 |
Antidilutive Securities Excluded from Computation of Earnings Per Share | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | Three Months Ended 2017 2016 Stock options 0.6 0.3 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Inventory [Abstract] | |
Inventories | December 31, September 30, Raw materials and supplies $ 134.9 $ 129.8 Work in process 18.5 16.9 Finished products 403.6 395.6 Flocks 30.2 31.2 $ 587.2 $ 573.5 |
Property, net (Tables)
Property, net (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, net | December 31, September 30, Property, at cost $ 2,430.1 $ 2,394.1 Accumulated depreciation (751.7 ) (703.4 ) $ 1,678.4 $ 1,690.7 |
Derivative Financial Instrume30
Derivative Financial Instruments and Hedging (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Notional amounts of derivatives held | December 31, September 30, Not designated as hedging instruments under ASC Topic 815: Commodity contracts $ 40.4 $ 53.8 Energy contracts 21.5 25.6 Interest rate swap 75.7 76.1 Interest rate swaps - Rate-lock swaps 1,649.3 1,649.3 Designated as hedging instruments under ASC Topic 815: Foreign exchange contracts - Forward contracts 16.6 20.9 Foreign exchange contracts - Cross-currency swaps 448.7 448.7 Interest rate swap 1,000.0 1,000.0 |
Derivative Instruments in Condensed Consolidated Balance Sheets | Fair Value Portion Designated as Hedging Instruments Balance Sheet Location December 31, September 30, December 31, September 30, Asset Derivatives: Commodity contracts Prepaid expenses and other current assets $ 0.1 $ 0.5 $ — $ — Energy contracts Prepaid expenses and other current assets 5.2 3.8 — — Foreign exchange contracts Prepaid expenses and other current assets 1.2 1.3 1.2 1.1 Foreign exchange contracts Other assets 0.1 0.3 0.1 0.3 Interest rate swaps Prepaid expenses and other current assets 0.6 — 0.6 — Interest rate swaps Other assets 3.8 — 3.8 — $ 11.0 $ 5.9 $ 5.7 $ 1.4 Liability Derivatives: Commodity contracts Other current liabilities $ 1.8 $ 1.9 $ — $ — Energy contracts Other current liabilities 0.4 0.3 — — Foreign exchange contracts Other current liabilities 2.1 1.5 2.1 1.5 Foreign exchange contracts Other liabilities 34.5 23.6 34.5 23.6 Interest rate swaps Other current liabilities 48.4 50.9 — 0.7 Interest rate swaps Other liabilities 159.8 165.3 — 4.2 $ 247.0 $ 243.5 $ 36.6 $ 30.0 |
Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations and Condensed Consolidated Statement of Other Comprehensive Income | The following tables present the effects of the Company’s derivative instruments on the Company’s Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Comprehensive Income for the three months ended December 31, 2017 and 2016. Derivatives Not Designated as Hedging Instruments Statement of Operations Location Loss (Gain) Recognized in Statement of Operations 2017 2016 Commodity contracts Cost of goods sold $ 0.4 $ 4.5 Energy contracts Cost of goods sold (2.2 ) (3.2 ) Foreign exchange contracts Selling, general and administrative expenses 0.2 — Interest rate swaps Other income, net (2.7 ) (144.5 ) Derivatives Designated as Hedging Instruments (Gain) Loss Recognized in OCI Loss Reclassified from Accumulated OCI into Earnings Statement of Operations Location 2017 2016 2017 2016 Foreign exchange contracts $ (0.2 ) $ — $ — $ — Selling, general and administrative expenses Interest rate swaps (9.0 ) — 0.3 — Interest expense, net Cross-currency swaps 10.7 — — — Other income, net |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |
Fair Value, by Balance Sheet Grouping | December 31, 2017 September 30, 2017 Total Level 1 Level 2 Total Level 1 Level 2 Assets: Deferred compensation investment $ 16.8 $ 16.8 $ — $ 15.4 $ 15.4 $ — Derivative assets 11.0 — 11.0 5.9 — 5.9 $ 27.8 $ 16.8 $ 11.0 $ 21.3 $ 15.4 $ 5.9 Liabilities: Deferred compensation liabilities $ 23.4 $ — $ 23.4 $ 22.5 $ — $ 22.5 Derivative liabilities 247.0 — 247.0 243.5 — 243.5 $ 270.4 $ — $ 270.4 $ 266.0 $ — $ 266.0 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-term Debt | December 31, September 30, 2017 5.625% Senior Notes maturing January 2028 $ 1,000.0 $ — 5.50% Senior Notes maturing March 2025 1,000.0 1,000.0 5.75% Senior Notes maturing March 2027 1,500.0 1,500.0 5.00% Senior Notes maturing August 2026 1,750.0 1,750.0 8.00% Senior Notes maturing July 2025 137.5 137.5 6.00% Senior Notes maturing December 2022 — 630.0 Term Loan 2,189.0 2,194.5 Capital leases 0.2 0.2 $ 7,576.7 $ 7,212.2 Less: Current portion of long-term debt (22.1 ) (22.1 ) Debt issuance costs, net (81.9 ) (81.8 ) Plus: Unamortized premium 39.9 40.8 Total long-term debt $ 7,512.6 $ 7,149.1 |
Pension and Other Postretirem33
Pension and Other Postretirement Benefits (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract] | |
Components of net periodic benefit cost (gain) | North America Three Months Ended 2017 2016 Components of net periodic benefit cost (gain) Service cost $ 1.1 $ 1.0 Interest cost 0.9 0.6 Expected return on plan assets (1.1 ) (0.7 ) Recognized net actuarial loss 0.3 0.4 Net periodic benefit cost $ 1.2 $ 1.3 Other International Three Months Ended 2017 2016 Components of net periodic benefit cost (gain) Service cost $ 1.7 $ — Interest cost 4.8 — Expected return on plan assets (7.8 ) — Net periodic benefit gain $ (1.3 ) $ — The following tables provide the components of net periodic benefit cost (gain) for the North American other postretirement benefit plans. Three Months Ended 2017 2016 Components of net periodic benefit cost (gain) Service cost $ 0.2 $ 0.1 Interest cost 0.5 0.5 Recognized net actuarial loss 0.1 0.2 Recognized prior service credit (1.2 ) (1.2 ) Net periodic benefit gain $ (0.4 ) $ (0.4 ) |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Information, by Segment | Three Months Ended 2017 2016 Net Sales Post Consumer Brands $ 456.0 $ 447.4 Weetabix 99.7 — Michael Foods Group 577.1 539.8 Active Nutrition 186.0 153.9 Private Brands 114.3 108.7 Total $ 1,433.1 $ 1,249.8 Segment Profit (Loss) Post Consumer Brands $ 72.9 $ 82.9 Weetabix 16.8 — Michael Foods Group 74.9 (17.0 ) Active Nutrition 19.8 24.9 Private Brands 8.4 5.7 Total segment profit 192.8 96.5 General corporate expenses and other 28.3 20.3 Interest expense, net 90.5 72.9 Loss on extinguishment of debt 37.3 — Other income, net (2.7 ) (144.5 ) Earnings before income taxes $ 39.4 $ 147.8 Depreciation and amortization Post Consumer Brands $ 32.6 $ 28.4 Weetabix 7.1 — Michael Foods Group 38.0 36.7 Active Nutrition 6.5 6.2 Private Brands 5.1 4.9 Total segment depreciation and amortization 89.3 76.2 Corporate 1.2 0.9 Total $ 90.5 $ 77.1 Assets December 31, September 30, Post Consumer Brands $ 3,608.2 $ 3,611.9 Weetabix 2,081.6 2,048.9 Michael Foods Group 3,544.2 3,572.2 Active Nutrition 599.1 581.3 Private Brands 491.8 487.3 Corporate 1,954.9 1,575.2 Total $ 12,279.8 $ 11,876.8 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Net Earnings | $ 294.9 | $ 101.8 |
Income tax (benefit) expense | $ (255.8) | $ 46 |
Earnings per Share, Basic (in usd per share) | $ 4.42 | $ 1.42 |
Earnings per Share, Diluted (in usd per share) | $ 3.82 | $ 1.27 |
Adjustments Due to Adoption of Accounting Standards Update 2016-09 | ||
Net Earnings | $ 4.2 | |
Income tax (benefit) expense | $ (4.2) | |
Earnings per Share, Basic (in usd per share) | $ 0.06 | |
Earnings per Share, Diluted (in usd per share) | $ 0.05 |
Business Combinations (Details)
Business Combinations (Details) £ in Millions, $ in Millions | Jul. 03, 2017GBP (£) | Jul. 03, 2017USD ($) | Oct. 03, 2016USD ($) | Dec. 31, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2017USD ($) |
Business Acquisition | |||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 0 | $ 91.4 | |||||
Goodwill | 4,039.2 | $ 4,032 | |||||
Goodwill, Purchase Accounting Adjustments | 0.6 | ||||||
Acquisition and Divestiture Related Costs | 3.1 | $ 0.7 | |||||
Weetabix Group | |||||||
Business Acquisition | |||||||
Business Combination, Consideration Transferred | £ | £ 1,400 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 62.2 | 62.2 | |||||
Cash Acquired from Acquisition | £ | £ 48 | ||||||
Receivables | 39 | 39.7 | |||||
Inventories | 63.4 | 63.4 | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Inventory | 0 | ||||||
Prepaid expenses and other current assets | 1.2 | 1.2 | |||||
Property | 283.9 | 283.9 | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | 0 | ||||||
Goodwill | 969.9 | 969.3 | |||||
Goodwill, Purchase Accounting Adjustments | 0.6 | ||||||
Definite & Indefinite Lived Intangibles | 608.4 | 608.4 | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | 0 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 112 | 112 | |||||
Accounts payable | (66.3) | (66.3) | |||||
Other current liabilities | (28.4) | (28.4) | |||||
Deferred tax liability - long-term | (137.5) | (137.6) | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (10.9) | (10.9) | |||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | (9.7) | (9.7) | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 1,887.2 | $ 1,887.2 | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred | 0 | ||||||
National Pasteurized Eggs | |||||||
Business Acquisition | |||||||
Business Combination, Consideration Transferred | $ 93.5 | ||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 97 | ||||||
Business Combinations, Purchase Price Adjustment, Net Working Capital Settlement | $ 1.2 | ||||||
Customer Relationships | Weetabix Group | |||||||
Business Acquisition | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 20 years | 20 years | |||||
Definite & Indefinite Lived Intangibles | $ 172.8 | ||||||
Customer Relationships | National Pasteurized Eggs | |||||||
Business Acquisition | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 16 years | ||||||
Definite & Indefinite Lived Intangibles | $ 43.9 | ||||||
Trademarks | Weetabix Group | |||||||
Business Acquisition | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 16 years | 16 years | |||||
Definite & Indefinite Lived Intangibles | $ 30.5 | ||||||
Trademarks | National Pasteurized Eggs | |||||||
Business Acquisition | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 20 years | ||||||
Definite & Indefinite Lived Intangibles | $ 7.5 | ||||||
United Kingdom, Pounds | Weetabix Group | |||||||
Business Acquisition | |||||||
Payments to Acquire Businesses, Net of Cash Acquired | £ | £ 1,454.1 | ||||||
United States of America, Dollars | Weetabix Group | |||||||
Business Acquisition | |||||||
Payments to Acquire Businesses, Net of Cash Acquired | 1,887.2 | ||||||
Cash Acquired from Acquisition | 62.2 | ||||||
Trademarks | Weetabix Group | |||||||
Business Acquisition | |||||||
Definite & Indefinite Lived Intangibles | $ 391 | ||||||
North America | Customer Relationships | Weetabix Group | |||||||
Business Acquisition | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 21 years | 21 years | |||||
Definite & Indefinite Lived Intangibles | $ 14.1 | ||||||
Cash and Cash Equivalents | Weetabix Group | |||||||
Business Acquisition | |||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Assets | 0 | ||||||
Accounts Receivable | Weetabix Group | |||||||
Business Acquisition | |||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Assets | (0.7) | ||||||
Prepaid Expenses and Other Current Assets | Weetabix Group | |||||||
Business Acquisition | |||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Assets | 0 | ||||||
Other Assets | Weetabix Group | |||||||
Business Acquisition | |||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Assets | 0 | ||||||
Accounts Payable | Weetabix Group | |||||||
Business Acquisition | |||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | 0 | ||||||
Other Current Liabilities | Weetabix Group | |||||||
Business Acquisition | |||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | 0 | ||||||
Deferred tax liability - long-term | Weetabix Group | |||||||
Business Acquisition | |||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | 0.1 | ||||||
Other Liabilities | Weetabix Group | |||||||
Business Acquisition | |||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | 0 | ||||||
Noncontrolling Interest | Weetabix Group | |||||||
Business Acquisition | |||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | $ 0 |
Business combinations pro forma
Business combinations pro forma financial information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | ||
Pro forma net sales | $ 1,433.1 | $ 1,379.4 |
Pro forma net earnings available to common shareholders | $ 292.5 | $ 107.6 |
Pro forma basic earnings per share (in US$ per share) | $ 4.43 | $ 1.55 |
Pro forma diluted earnings per share (in US$ per share) | $ 3.83 | $ 1.38 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2017 | Sep. 30, 2017 | |
Goodwill | ||
Goodwill (gross) | $ 4,763.1 | $ 4,755.9 |
Accumulated impairment losses | (723.9) | (723.9) |
Goodwill | 4,039.2 | 4,032 |
Goodwill, Purchase Accounting Adjustments | 0.6 | |
Goodwill, Foreign Currency Translation Gain (Loss) | 6.6 | |
Post Consumer Brands | ||
Goodwill | ||
Goodwill (gross) | 2,075.4 | 2,074.7 |
Accumulated impairment losses | (609.1) | (609.1) |
Goodwill | 1,466.3 | 1,465.6 |
Goodwill, Purchase Accounting Adjustments | 0.7 | |
Goodwill, Foreign Currency Translation Gain (Loss) | 0 | |
Weetabix | ||
Goodwill | ||
Goodwill (gross) | 933.4 | 926.9 |
Accumulated impairment losses | 0 | 0 |
Goodwill | 933.4 | 926.9 |
Goodwill, Purchase Accounting Adjustments | (0.1) | |
Goodwill, Foreign Currency Translation Gain (Loss) | 6.6 | |
Michael Foods Group | ||
Goodwill | ||
Goodwill (gross) | 1,392.1 | 1,392.1 |
Accumulated impairment losses | 0 | 0 |
Goodwill | 1,392.1 | 1,392.1 |
Goodwill, Purchase Accounting Adjustments | 0 | |
Goodwill, Foreign Currency Translation Gain (Loss) | 0 | |
Active Nutrition | ||
Goodwill | ||
Goodwill (gross) | 180.7 | 180.7 |
Accumulated impairment losses | (114.8) | (114.8) |
Goodwill | 65.9 | 65.9 |
Goodwill, Purchase Accounting Adjustments | 0 | |
Goodwill, Foreign Currency Translation Gain (Loss) | 0 | |
Private Brands | ||
Goodwill | ||
Goodwill (gross) | 181.5 | 181.5 |
Accumulated impairment losses | 0 | 0 |
Goodwill | 181.5 | $ 181.5 |
Goodwill, Purchase Accounting Adjustments | 0 | |
Goodwill, Foreign Currency Translation Gain (Loss) | $ 0 |
Equity Interests (Details)
Equity Interests (Details) $ in Millions | Jul. 03, 2017 | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) |
Alpen Food Company South Africa (Proprietary) Limited | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.00% | ||
Weetabix East Africa Limited | |||
Schedule of Equity Method Investments [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 50.10% | ||
Weetabix Group | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of Joint Ventures Acquired | 2 | ||
Other Assets | Alpen Food Company South Africa (Proprietary) Limited | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment in Alpen | $ 6.3 | $ 4.5 | |
Other Liabilities | Weetabix East Africa Limited | |||
Schedule of Equity Method Investments [Line Items] | |||
Accounts Payable, Related Parties | 0.6 | 0.5 | |
Melck Street Management Proprietary Limited [Member] | Other Assets | Alpen Food Company South Africa (Proprietary) Limited | |||
Schedule of Equity Method Investments [Line Items] | |||
Note Receivable, Related Parties | $ 1.1 | $ 1 | |
Pioneer Food Group Limited [Member] | Weetabix East Africa Limited | |||
Schedule of Equity Method Investments [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.90% | ||
Other Operating Expense, Net | Alpen Food Company South Africa (Proprietary) Limited | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Earnings | $ 0.1 |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2017USD ($) | |
Income Tax Disclosure [Line Items] | |
Tax Benefit Due to Newly Enacted Tax Rate | $ 270.7 |
Tax Expense due to Repatriation of Foreign Earnings | $ 7.1 |
UNITED STATES | |
Income Tax Disclosure [Line Items] | |
Newly Enacted Tax Rate | 21.00% |
Federal Statutory Income Tax Rate | 35.00% |
Fiscal 2018 Blended Tax Rate | 24.50% |
Intangible Assets, net (Details
Intangible Assets, net (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Sep. 30, 2017 |
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Assets, Gross | $ 3,106.5 | $ 3,105.1 |
Finite-Lived Intangible Assets, Accumulated Amortization | (630.9) | (589.4) |
Finite-Lived Intangible Assets, Net | 2,475.6 | 2,515.7 |
Intangible Assets, Net (Excluding Goodwill) | ||
Carrying amount, total | 3,947.5 | 3,943.3 |
Other intangible assets, net | 3,316.6 | 3,353.9 |
Trademarks | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | ||
Carrying amount | 841 | 838.2 |
Customer Relationships | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Assets, Gross | 2,250.5 | 2,249.3 |
Finite-Lived Intangible Assets, Accumulated Amortization | (446.7) | (416.7) |
Finite-Lived Intangible Assets, Net | 1,803.8 | 1,832.6 |
Trademarks | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Assets, Gross | 834.3 | 834.1 |
Finite-Lived Intangible Assets, Accumulated Amortization | (173.8) | (162.9) |
Finite-Lived Intangible Assets, Net | 660.5 | 671.2 |
Other Intangible Assets | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Assets, Gross | 21.7 | 21.7 |
Finite-Lived Intangible Assets, Accumulated Amortization | (10.4) | (9.8) |
Finite-Lived Intangible Assets, Net | $ 11.3 | $ 11.9 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method | ||
Net Earnings Available to Common Shareholders | $ 291.5 | $ 98.4 |
Dilutive preferred stock dividends | 3.4 | 3.4 |
Net earnings for diluted earnings per share | $ 294.9 | $ 101.8 |
Weighted-average shares outstanding | 66,000,000 | 64,500,000 |
Effect of TEUs for Basic Earnings Per Share | 0 | 4,700,000 |
Weighted-average shares for basic earnings per share | 66,000,000 | 69,200,000 |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 11,300,000 | 11,100,000 |
Weighted-average shares for diluted earnings per share | 77,300,000 | 80,300,000 |
Basic earnings per share (in usd per share) | $ 4.42 | $ 1.42 |
Diluted earnings per share (in usd per share) | $ 3.82 | $ 1.27 |
Stock Options | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 1,800,000 | 1,800,000 |
Stock Appreciation Rights | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 100,000 | 100,000 |
Restricted Stock Awards | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 400,000 | 200,000 |
Preferred Stock | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 9,000,000 | 9,000,000 |
Minimum | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method | ||
Tangible Equity Unit, Equity Component, Settlement Rate per Unit | 1.7114 | |
Maximum | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method | ||
Tangible Equity Unit, Equity Component, Settlement Rate per Unit | 2.0964 |
Earnings Per Share Antidilutive
Earnings Per Share Antidilutive shares excluded from earnings per share (Details) - shares shares in Millions | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0.6 | 0.3 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Sep. 30, 2017 |
Inventory [Abstract] | ||
Raw materials and supplies | $ 134.9 | $ 129.8 |
Work in process | 18.5 | 16.9 |
Finished products | 403.6 | 395.6 |
Flocks | 30.2 | 31.2 |
Inventories | $ 587.2 | $ 573.5 |
Property, net (Details)
Property, net (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Sep. 30, 2017 |
Property, Plant and Equipment [Abstract] | ||
Property, at cost | $ 2,430.1 | $ 2,394.1 |
Accumulated depreciation | (751.7) | (703.4) |
Property, net | $ 1,678.4 | $ 1,690.7 |
Derivative Financial Instrume46
Derivative Financial Instruments and Hedging (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | |
Assets, Total | |||
Derivatives, Fair Value | |||
Derivative Asset, Fair Value, Gross Asset | $ 11 | $ 5.9 | |
Liabilities, Total | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | 247 | 243.5 | |
Portion Designated as Hedging Instruments | Assets, Total | |||
Derivatives, Fair Value | |||
Derivative Asset, Fair Value, Gross Asset | 5.7 | 1.4 | |
Portion Designated as Hedging Instruments | Liabilities, Total | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | 36.6 | 30 | |
Commodity Contract | Other Current Assets | |||
Derivatives, Fair Value | |||
Derivative Asset, Fair Value, Gross Asset | 0.1 | 0.5 | |
Commodity Contract | Other Current Liabilities | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | 1.8 | 1.9 | |
Commodity Contract | Derivatives Not Designated as Hedging Instruments | |||
Derivatives, Fair Value | |||
Derivative, Notional Amount | 40.4 | 53.8 | |
Commodity Contract | Portion Designated as Hedging Instruments | Other Current Assets | |||
Derivatives, Fair Value | |||
Derivative Asset, Fair Value, Gross Asset | 0 | 0 | |
Commodity Contract | Portion Designated as Hedging Instruments | Other Current Liabilities | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | 0 | 0 | |
Energy Contracts | Other Current Assets | |||
Derivatives, Fair Value | |||
Derivative Asset, Fair Value, Gross Asset | 5.2 | 3.8 | |
Energy Contracts | Other Current Liabilities | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | 0.4 | 0.3 | |
Energy Contracts | Derivatives Not Designated as Hedging Instruments | |||
Derivatives, Fair Value | |||
Derivative, Notional Amount | 21.5 | 25.6 | |
Energy Contracts | Portion Designated as Hedging Instruments | Other Current Assets | |||
Derivatives, Fair Value | |||
Derivative Asset, Fair Value, Gross Asset | 0 | 0 | |
Energy Contracts | Portion Designated as Hedging Instruments | Other Current Liabilities | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | 0 | 0 | |
Interest Rate Swap | Other Current Assets | |||
Derivatives, Fair Value | |||
Derivative Asset, Fair Value, Gross Asset | 0.6 | 0 | |
Interest Rate Swap | Other Assets | |||
Derivatives, Fair Value | |||
Derivative Asset, Fair Value, Gross Asset | 3.8 | 0 | |
Interest Rate Swap | Other Current Liabilities | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | 48.4 | 50.9 | |
Interest Rate Swap | Other Noncurrent Liabilities | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | 159.8 | 165.3 | |
Interest Rate Swap | Derivatives Not Designated as Hedging Instruments | |||
Derivatives, Fair Value | |||
Derivative, Notional Amount | 75.7 | 76.1 | |
Interest Rate Swap | Derivatives Not Designated as Hedging Instruments | Other income, net | |||
Derivatives, Fair Value | |||
Loss (Gain) Recognized in Statement of Operations | (2.7) | $ (144.5) | |
Interest Rate Swap | Portion Designated as Hedging Instruments | |||
Derivatives, Fair Value | |||
Derivative, Notional Amount | 1,000 | 1,000 | |
Interest Rate Swap | Portion Designated as Hedging Instruments | Other Current Assets | |||
Derivatives, Fair Value | |||
Derivative Asset, Fair Value, Gross Asset | 0.6 | 0 | |
Interest Rate Swap | Portion Designated as Hedging Instruments | Other Assets | |||
Derivatives, Fair Value | |||
Derivative Asset, Fair Value, Gross Asset | 3.8 | 0 | |
Interest Rate Swap | Portion Designated as Hedging Instruments | Other Current Liabilities | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | 0 | 0.7 | |
Interest Rate Swap | Portion Designated as Hedging Instruments | Other Noncurrent Liabilities | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | 0 | 4.2 | |
Interest rate swap, rate lock swaps | Derivatives Not Designated as Hedging Instruments | |||
Derivatives, Fair Value | |||
Derivative, Notional Amount | 1,649.3 | 1,649.3 | |
Foreign Exchange Contract | Other Current Assets | |||
Derivatives, Fair Value | |||
Derivative Asset, Fair Value, Gross Asset | 1.2 | 1.3 | |
Foreign Exchange Contract | Other Assets | |||
Derivatives, Fair Value | |||
Derivative Asset, Fair Value, Gross Asset | 0.1 | 0.3 | |
Foreign Exchange Contract | Other Current Liabilities | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | 2.1 | 1.5 | |
Foreign Exchange Contract | Other Noncurrent Liabilities | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | 34.5 | 23.6 | |
Foreign Exchange Contract | Portion Designated as Hedging Instruments | |||
Derivatives, Fair Value | |||
Derivative, Notional Amount | 16.6 | 20.9 | |
Foreign Exchange Contract | Portion Designated as Hedging Instruments | Other Current Assets | |||
Derivatives, Fair Value | |||
Derivative Asset, Fair Value, Gross Asset | 1.2 | 1.1 | |
Foreign Exchange Contract | Portion Designated as Hedging Instruments | Other Assets | |||
Derivatives, Fair Value | |||
Derivative Asset, Fair Value, Gross Asset | 0.1 | 0.3 | |
Foreign Exchange Contract | Portion Designated as Hedging Instruments | Other Current Liabilities | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | 2.1 | 1.5 | |
Foreign Exchange Contract | Portion Designated as Hedging Instruments | Other Noncurrent Liabilities | |||
Derivatives, Fair Value | |||
Derivative Liability, Fair Value, Gross Liability | $ 34.5 | 23.6 | |
Foreign exchange contracts - Forward contracts | |||
Derivatives, Fair Value | |||
Derivative, Remaining Maturity | 14 months | ||
Currency Swap | Portion Designated as Hedging Instruments | |||
Derivatives, Fair Value | |||
Derivative, Notional Amount | $ 448.7 | $ 448.7 |
Derivative Financial Instrume47
Derivative Financial Instruments and Hedging (Gain) Loss recognized in Statement of Operations from derivative instruments (Details) - Derivatives Not Designated as Hedging Instruments - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Commodity Contract | Cost of Sales | ||
Derivative Instruments, (Gain) Loss | ||
Loss (Gain) Recognized in Statement of Operations | $ 0.4 | $ 4.5 |
Energy Contracts | Cost of Sales | ||
Derivative Instruments, (Gain) Loss | ||
Loss (Gain) Recognized in Statement of Operations | (2.2) | (3.2) |
Foreign Exchange Contract | Selling, General and Administrative Expenses | ||
Derivative Instruments, (Gain) Loss | ||
Loss (Gain) Recognized in Statement of Operations | 0.2 | 0 |
Interest rate swaps | Other income, net | ||
Derivative Instruments, (Gain) Loss | ||
Loss (Gain) Recognized in Statement of Operations | $ (2.7) | $ (144.5) |
Derivative Financial Instrume48
Derivative Financial Instruments and Hedging Derivatives designated as hedges (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income, Cumulative Changes in Net Loss from Hedges, Effect Net of Tax | $ 12.1 | $ 11.2 | |
Net cash flow hedge gain to be reclassified within twelve months | 0.6 | ||
Collateral Already Posted | 1.3 | 2.9 | |
Cash Flow Hedges | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income, Cumulative Changes in Net Loss from Hedges, Before Tax | 19.3 | $ 18.1 | |
Foreign Exchange Contract | Cash Flow Hedges | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
(Gain) Loss Recognized in OCI | (0.2) | $ 0 | |
Foreign Exchange Contract | Selling, General and Administrative Expenses | Cash Flow Hedges | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Loss Reclassified from Accumulated OCI into Income | 0 | ||
Interest Rate Swap | Cash Flow Hedges | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
(Gain) Loss Recognized in OCI | (9) | 0 | |
Interest Rate Swap | Interest expense, net | Cash Flow Hedges | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Loss Reclassified from Accumulated OCI into Income | 0.3 | 0 | |
Currency Swap | Other income, net | Cash Flow Hedges | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
(Gain) Loss Recognized in OCI | 10.7 | 0 | |
Loss Reclassified from Accumulated OCI into Income | $ 0 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Sep. 30, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Deferred Compensation Investment | $ 16.8 | $ 15.4 |
Derivative assets | 11 | 5.9 |
Assets, Fair Value Disclosure | 27.8 | 21.3 |
Deferred Compensation Liabilities | 23.4 | 22.5 |
Derivative Liability | 247 | 243.5 |
Other Liabilities, Fair Value Disclosure | 270.4 | 266 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Deferred Compensation Investment | 16.8 | 15.4 |
Derivative assets | 0 | 0 |
Assets, Fair Value Disclosure | 16.8 | 15.4 |
Deferred Compensation Liabilities | 0 | 0 |
Derivative Liability | 0 | 0 |
Other Liabilities, Fair Value Disclosure | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Deferred Compensation Investment | 0 | 0 |
Derivative assets | 11 | 5.9 |
Assets, Fair Value Disclosure | 11 | 5.9 |
Deferred Compensation Liabilities | 23.4 | 22.5 |
Derivative Liability | 247 | 243.5 |
Other Liabilities, Fair Value Disclosure | 270.4 | 266 |
Debt, Fair Value | $ 7,633.6 | $ 7,343.4 |
Legal Proceedings (Details)
Legal Proceedings (Details) - Operating Segments - Michael Foods Group $ in Millions | Dec. 08, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017defendant | Sep. 30, 2017 |
Loss Contingencies | ||||
Claims filed, number | 22 | |||
Loss Contingency, Number of Defendants | defendant | 20 | |||
Loss Contingency, Pending Claims, Number of Plaintiff Groups | 3 | |||
Litigation Settlement, Amount Awarded to Other Party | $ 75 | |||
Litigation Settlement, Expense | $ 74.5 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | |
Debt Instrument | |||
Capital Lease Obligations | $ 200,000 | $ 200,000 | |
Long-term Debt and Capital Lease Obligations, Including Current Maturities | 7,576,700,000 | 7,212,200,000 | |
Current portion of long-term debt | (22,100,000) | (22,100,000) | |
Unamortized Debt Issuance Expense | 81,900,000 | 81,800,000 | |
Plus: Unamortized premium | 39,900,000 | 40,800,000 | |
Long-term Debt and Capital Lease Obligations | 7,512,600,000 | 7,149,100,000 | |
Loss on extinguishment of debt | 37,300,000 | $ 0 | |
Payments of Debt Issuance Costs | 10,200,000 | 0 | |
Repayments of long-term debt | 635,500,000 | 3,600,000 | |
Payments of premium on debt extinguishment | 30,800,000 | $ 0 | |
Debt Covenant, Leverage Ratio | $ 4.25 | ||
Debt Covenant, Percentage of Revolving Credit Commitments | 30.00% | ||
Debt covenant, interest coverage ratio | $ 2 | ||
Term Loan | |||
Debt Instrument | |||
Long-term Debt | 2,189,000,000 | 2,194,500,000 | |
Revolving Credit Facility | |||
Debt Instrument | |||
Line of Credit Facility, Current Borrowing Capacity | 800,000,000 | ||
Letters of Credit Outstanding, Amount | 14,900,000 | ||
Line of Credit Facility, Remaining Borrowing Capacity | 785,100,000 | ||
Debt Covenant, Maximum Undischarged Judgments | $ 75,000,000 | ||
Revolving Credit Facility | Minimum | |||
Debt Instrument | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | ||
Revolving Credit Facility | Maximum | |||
Debt Instrument | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% | ||
Revolving Credit Facility | Base Rate | Minimum | |||
Debt Instrument | |||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||
Revolving Credit Facility | Base Rate | Maximum | |||
Debt Instrument | |||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||
Revolving Credit Facility | Eurodollar | Minimum | |||
Debt Instrument | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||
Revolving Credit Facility | Eurodollar | Maximum | |||
Debt Instrument | |||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||
Line of Credit | |||
Debt Instrument | |||
Line of Credit Facility, Current Borrowing Capacity | $ 50,000,000 | ||
5.625% Senior Notes Maturing January 2028 | Senior Notes | |||
Debt Instrument | |||
Long-term Debt | 1,000,000,000 | 0 | |
Principal Value of Senior Notes Issued | $ 1,000,000,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
Proceeds from issuance of long-term debt | $ 990,700,000 | ||
Payments of Debt Issuance Costs | 9,300,000 | ||
5.50% Senior Notes Maturing March 2025 | Senior Notes | |||
Debt Instrument | |||
Long-term Debt | 1,000,000,000 | 1,000,000,000 | |
5.75% Senior Notes Maturing March 2027 | Senior Notes | |||
Debt Instrument | |||
Long-term Debt | 1,500,000,000 | 1,500,000,000 | |
5.00% Senior Notes | Senior Notes | |||
Debt Instrument | |||
Long-term Debt | 1,750,000,000 | 1,750,000,000 | |
8.00% Senior Notes | Senior Notes | |||
Debt Instrument | |||
Long-term Debt | 137,500,000 | 137,500,000 | |
6.00% Senior Notes | Senior Notes | |||
Debt Instrument | |||
Long-term Debt | $ 0 | $ 630,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||
Loss on extinguishment of debt | $ 37,300,000 | ||
Repayments of long-term debt | 630,000,000 | ||
Payments of premium on debt extinguishment | 30,800,000 | ||
Write off of Debt Issuance Costs | 6,500,000 | ||
Revolver Incremental Borrowing Capacity | |||
Debt Instrument | |||
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | 700,000,000 | ||
Debt Covenant, Proforma Consolidated Leverage Ratio | 6.50 | ||
Debt Covenant, Proforma Senior Secured Leverage Ratio | $ 3 |
Pension and Other Postretirem52
Pension and Other Postretirement Benefits - Components of Net Periodic Benefit Cost (Gain) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
North America | Pension Benefits | ||
Components of net periodic benefit cost (gain) | ||
Service cost | $ 1.1 | $ 1 |
Interest cost | 0.9 | 0.6 |
Expected return on plan assets | (1.1) | (0.7) |
Recognized net actuarial loss | 0.3 | 0.4 |
Net periodic benefit cost (gain) | 1.2 | 1.3 |
North America | Other Postretirement Benefit Plan | ||
Components of net periodic benefit cost (gain) | ||
Service cost | 0.2 | 0.1 |
Interest cost | 0.5 | 0.5 |
Recognized net actuarial loss | 0.1 | 0.2 |
Recognized prior service cost (credit) | (1.2) | (1.2) |
Net periodic benefit cost (gain) | (0.4) | (0.4) |
International Pension Plans | Non-North America | Pension Benefits | ||
Components of net periodic benefit cost (gain) | ||
Service cost | 1.7 | 0 |
Interest cost | 4.8 | 0 |
Expected return on plan assets | (7.8) | 0 |
Net periodic benefit cost (gain) | $ (1.3) | $ 0 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | ||
Purchases of treasury stock | $ (56) | $ (133.1) |
Common Stock | ||
Class of Stock [Line Items] | ||
Treasury Stock, Shares, Acquired | 0.7 | 1.7 |
Treasury Stock Acquired, Average Cost Per Share (in USD per share) | $ 78.03 | $ 76.32 |
Purchases of treasury stock | $ 56 | $ 133.1 |
Segments (Details)
Segments (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | |
Segment Reporting Information | |||
Net Sales | $ 1,433.1 | $ 1,249.8 | |
Operating Profit (Loss) | 164.5 | 76.2 | |
General corporate expenses | 28.3 | 20.3 | |
Interest expense, net | 90.5 | 72.9 | |
Loss on extinguishment of debt | 37.3 | 0 | |
Other income, net | (2.7) | (144.5) | |
Earnings before income taxes | 39.4 | 147.8 | |
Depreciation and amortization | 90.5 | 77.1 | |
Assets | 12,279.8 | $ 11,876.8 | |
Operating Segments | |||
Segment Reporting Information | |||
Net Sales | 1,433.1 | 1,249.8 | |
Operating Profit (Loss) | 192.8 | 96.5 | |
Depreciation and amortization | 89.3 | 76.2 | |
Operating Segments | Post Consumer Brands | |||
Segment Reporting Information | |||
Net Sales | 456 | 447.4 | |
Operating Profit (Loss) | 72.9 | 82.9 | |
Depreciation and amortization | 32.6 | 28.4 | |
Assets | 3,608.2 | 3,611.9 | |
Operating Segments | Weetabix | |||
Segment Reporting Information | |||
Net Sales | 99.7 | 0 | |
Operating Profit (Loss) | 16.8 | 0 | |
Depreciation and amortization | 7.1 | 0 | |
Assets | 2,081.6 | 2,048.9 | |
Operating Segments | Michael Foods Group | |||
Segment Reporting Information | |||
Net Sales | 577.1 | 539.8 | |
Operating Profit (Loss) | 74.9 | (17) | |
Depreciation and amortization | 38 | 36.7 | |
Assets | 3,544.2 | 3,572.2 | |
Operating Segments | Active Nutrition | |||
Segment Reporting Information | |||
Net Sales | 186 | 153.9 | |
Operating Profit (Loss) | 19.8 | 24.9 | |
Depreciation and amortization | 6.5 | 6.2 | |
Assets | 599.1 | 581.3 | |
Operating Segments | Private Brands | |||
Segment Reporting Information | |||
Net Sales | 114.3 | 108.7 | |
Operating Profit (Loss) | 8.4 | 5.7 | |
Depreciation and amortization | 5.1 | 4.9 | |
Assets | 491.8 | 487.3 | |
Corporate | |||
Segment Reporting Information | |||
Depreciation and amortization | 1.2 | $ 0.9 | |
Assets | $ 1,954.9 | $ 1,575.2 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 12, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Subsequent Events | |||
Payments to Acquire Businesses, Net of Cash Acquired | $ 0 | $ 91.4 | |
Bob Evans | |||
Subsequent Events | |||
Business Acquisition, Share Price | $ 77 | ||
Payments to Acquire Businesses, Net of Cash Acquired | $ 1,381.1 | ||
Shares not yet paid | 4,350,000 | ||
Payments to Acquire Business, Amount Not Paid at Closing | $ 10 |