Guarantor and Non-Guarantor Financial Information | Guarantor and Non-Guarantor Financial Information Our Senior Notes are fully and unconditionally guaranteed, on a joint and several basis, by J.M. Smucker LLC and The Folgers Coffee Company (the “subsidiary guarantors”), which are 100 percent wholly-owned subsidiaries of the Company. A subsidiary guarantor will be released from its obligations under the indentures governing the notes (a) with respect to each series of notes, if we exercise our legal or covenant defeasance option with respect to such series of notes or if our obligations under an indenture are discharged in accordance with the terms of such indenture in respect of such series of notes; (b) with respect to all series of notes issued in March 2015, upon the issuance, sale, exchange, transfer, or other disposition (including through merger, consolidation, amalgamation, or otherwise) of the capital stock of the applicable subsidiary guarantor (including any issuance, sale, exchange, transfer, or other disposition following which the applicable subsidiary guarantor is no longer a subsidiary) if such issuance, sale, exchange, transfer, or other disposition is made in a manner not in violation of the indenture in respect of such series of notes; or (c) with respect to all series of notes, upon the substantially simultaneous release or discharge of the guarantee by such subsidiary guarantor of all of our primary senior indebtedness other than through discharges as a result of payment by such guarantor on such guarantees. Condensed consolidating financial statements for the Company, the subsidiary guarantors, and the other subsidiaries of the Company that are not guaranteeing the indebtedness under the Senior Notes (the “non-guarantor subsidiaries”) are provided below. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions, including transactions with our 100 percent wholly-owned subsidiary guarantors and non-guarantor subsidiaries. We have accounted for investments in subsidiaries using the equity method. CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended July 31, 2017 The J.M. Smucker Company (Parent) Subsidiary Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ 645.5 $ 276.1 $ 2,243.2 $ (1,415.9 ) $ 1,748.9 Cost of products sold 518.8 250.1 1,736.6 (1,418.7 ) 1,086.8 Gross Profit 126.7 26.0 506.6 2.8 662.1 Selling, distribution, and administrative expenses and other special project costs 86.0 10.2 281.1 — 377.3 Amortization 3.0 — 48.5 — 51.5 Other operating expense (income) – net (0.1 ) 0.2 (0.6 ) — (0.5 ) Operating Income 37.8 15.6 177.6 2.8 233.8 Interest income (expense) – net (42.3 ) 0.3 — — (42.0 ) Other income (expense) – net 4.7 — (7.5 ) — (2.8 ) Equity in net earnings of subsidiaries 127.7 32.2 15.7 (175.6 ) — Income Before Income Taxes 127.9 48.1 185.8 (172.8 ) 189.0 Income taxes 1.1 0.1 61.0 — 62.2 Net Income $ 126.8 $ 48.0 $ 124.8 $ (172.8 ) $ 126.8 Other comprehensive income (loss), net of tax 36.7 0.3 33.4 (33.7 ) 36.7 Comprehensive Income $ 163.5 $ 48.3 $ 158.2 $ (206.5 ) $ 163.5 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended July 31, 2016 The J.M. Smucker Company (Parent) Subsidiary Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ 976.0 $ 310.6 $ 2,599.9 $ (2,070.7 ) $ 1,815.8 Cost of products sold 806.6 279.9 2,062.1 (2,055.5 ) 1,093.1 Gross Profit 169.4 30.7 537.8 (15.2 ) 722.7 Selling, distribution, and administrative expenses and other special project costs 84.9 10.1 283.2 — 378.2 Amortization 2.5 — 49.2 — 51.7 Other operating expense (income) – net 0.2 — (1.2 ) — (1.0 ) Operating Income 81.8 20.6 206.6 (15.2 ) 293.8 Interest income (expense) – net (41.7 ) 0.3 (0.1 ) — (41.5 ) Other income (expense) – net 2.1 0.1 (1.1 ) — 1.1 Equity in net earnings of subsidiaries 134.5 34.9 20.7 (190.1 ) — Income Before Income Taxes 176.7 55.9 226.1 (205.3 ) 253.4 Income taxes 6.7 0.1 76.6 — 83.4 Net Income $ 170.0 $ 55.8 $ 149.5 $ (205.3 ) $ 170.0 Other comprehensive income (loss), net of tax 2.5 0.3 (13.5 ) 13.2 2.5 Comprehensive Income $ 172.5 $ 56.1 $ 136.0 $ (192.1 ) $ 172.5 CONDENSED CONSOLIDATING BALANCE SHEETS July 31, 2017 The J.M. Smucker Company (Parent) Subsidiary Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current Assets Cash and cash equivalents $ 10.9 $ — $ 172.3 $ — $ 183.2 Inventories — 149.7 828.8 2.8 981.3 Other current assets 477.5 8.4 54.9 (13.2 ) 527.6 Total Current Assets 488.4 158.1 1,056.0 (10.4 ) 1,692.1 Property, Plant, and Equipment – Net 308.5 564.8 722.4 — 1,595.7 Investments in Subsidiaries 15,731.5 4,497.1 419.0 (20,647.6 ) — Intercompany Receivable — 525.3 2,266.1 (2,791.4 ) — Other Noncurrent Assets Goodwill 1,494.8 — 4,597.3 — 6,092.1 Other intangible assets – net 414.6 — 5,689.7 — 6,104.3 Other noncurrent assets 59.5 11.4 86.5 — 157.4 Total Other Noncurrent Assets 1,968.9 11.4 10,373.5 — 12,353.8 Total Assets $ 18,497.3 $ 5,756.7 $ 14,837.0 $ (23,449.4 ) $ 15,641.6 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities $ 1,264.1 $ 101.7 $ 398.3 $ (13.2 ) $ 1,750.9 Noncurrent Liabilities Long-term debt, less current portion 4,444.8 — — — 4,444.8 Deferred income taxes 46.5 — 2,123.6 — 2,170.1 Intercompany payable 5,506.3 — — (5,506.3 ) — Other noncurrent liabilities 303.7 15.1 25.1 — 343.9 Total Noncurrent Liabilities 10,301.3 15.1 2,148.7 (5,506.3 ) 6,958.8 Total Liabilities 11,565.4 116.8 2,547.0 (5,519.5 ) 8,709.7 Total Shareholders’ Equity 6,931.9 5,639.9 12,290.0 (17,929.9 ) 6,931.9 Total Liabilities and Shareholders’ Equity $ 18,497.3 $ 5,756.7 $ 14,837.0 $ (23,449.4 ) $ 15,641.6 CONDENSED CONSOLIDATING BALANCE SHEETS April 30, 2017 The J.M. Smucker Company (Parent) Subsidiary Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current Assets Cash and cash equivalents $ 8.5 $ — $ 158.3 $ — $ 166.8 Inventories — 136.6 773.1 (4.0 ) 905.7 Other current assets 490.5 8.1 71.6 (0.9 ) 569.3 Total Current Assets 499.0 144.7 1,003.0 (4.9 ) 1,641.8 Property, Plant, and Equipment – Net 294.1 574.8 748.6 — 1,617.5 Investments in Subsidiaries 15,573.2 4,464.9 403.1 (20,441.2 ) — Intercompany Receivable — 510.4 2,083.2 (2,593.6 ) — Other Noncurrent Assets Goodwill 1,494.8 — 4,582.3 — 6,077.1 Other intangible assets – net 417.7 — 5,732.2 — 6,149.9 Other noncurrent assets 59.2 10.6 83.6 — 153.4 Total Other Noncurrent Assets 1,971.7 10.6 10,398.1 — 12,380.4 Total Assets $ 18,338.0 $ 5,705.4 $ 14,636.0 $ (23,039.7 ) $ 15,639.7 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities $ 1,381.7 $ 98.8 $ 353.0 $ (0.9 ) $ 1,832.6 Noncurrent Liabilities Long-term debt, less current portion 4,445.5 — — — 4,445.5 Deferred income taxes 44.7 — 2,122.3 — 2,167.0 Intercompany payable 5,311.9 — — (5,311.9 ) — Other noncurrent liabilities 304.0 15.1 25.3 — 344.4 Total Noncurrent Liabilities 10,106.1 15.1 2,147.6 (5,311.9 ) 6,956.9 Total Liabilities 11,487.8 113.9 2,500.6 (5,312.8 ) 8,789.5 Total Shareholders’ Equity 6,850.2 5,591.5 12,135.4 (17,726.9 ) 6,850.2 Total Liabilities and Shareholders’ Equity $ 18,338.0 $ 5,705.4 $ 14,636.0 $ (23,039.7 ) $ 15,639.7 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended July 31, 2017 The J.M. Smucker Company (Parent) Subsidiary Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Net Cash Provided by (Used for) Operating Activities $ 82.1 $ 22.2 $ 200.0 $ — $ 304.3 Investing Activities Additions to property, plant, and equipment (14.1 ) (12.9 ) (42.6 ) — (69.6 ) Repayments from (disbursements of) intercompany loans — (14.9 ) (179.5 ) 194.4 — Other – net 0.1 5.6 25.8 — 31.5 Net Cash Provided by (Used for) Investing Activities (14.0 ) (22.2 ) (196.3 ) 194.4 (38.1 ) Financing Activities Short-term borrowings (repayments) – net (170.1 ) — — — (170.1 ) Quarterly dividends paid (84.9 ) — — — (84.9 ) Purchase of treasury shares (6.6 ) — — — (6.6 ) Intercompany payable 194.4 — — (194.4 ) — Other – net 1.5 — — — 1.5 Net Cash Provided by (Used for) Financing Activities (65.7 ) — — (194.4 ) (260.1 ) Effect of exchange rate changes on cash — — 10.3 — 10.3 Net increase (decrease) in cash and cash equivalents 2.4 — 14.0 — 16.4 Cash and cash equivalents at beginning of period 8.5 — 158.3 — 166.8 Cash and Cash Equivalents at End of Period $ 10.9 $ — $ 172.3 $ — $ 183.2 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended July 31, 2016 The J.M. Smucker Company (Parent) Subsidiary Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Net Cash Provided by (Used for) Operating Activities $ 87.0 $ 46.3 $ 105.6 $ — $ 238.9 Investing Activities Additions to property, plant, and equipment (7.0 ) (12.7 ) (30.5 ) — (50.2 ) Repayments from (disbursements of) intercompany loans — (31.5 ) (60.2 ) 91.7 — Other – net (0.1 ) (2.1 ) (10.1 ) — (12.3 ) Net Cash Provided by (Used for) Investing Activities (7.1 ) (46.3 ) (100.8 ) 91.7 (62.5 ) Financing Activities Short-term borrowings (repayments) – net 22.0 — — — 22.0 Repayments of long-term debt (100.0 ) — — — (100.0 ) Quarterly dividends paid (77.8 ) — — — (77.8 ) Purchase of treasury shares (18.1 ) — — — (18.1 ) Intercompany payable 91.7 — — (91.7 ) — Other – net 0.7 — — — 0.7 Net Cash Provided by (Used for) Financing Activities (81.5 ) — — (91.7 ) (173.2 ) Effect of exchange rate changes on cash — — (3.4 ) — (3.4 ) Net increase (decrease) in cash and cash equivalents (1.6 ) — 1.4 — (0.2 ) Cash and cash equivalents at beginning of period 7.0 — 102.8 — 109.8 Cash and Cash Equivalents at End of Period $ 5.4 $ — $ 104.2 $ — $ 109.6 |