What changed in this filing

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Item 1. Financial Statements

2023-12-05 compared with 2023-08-29 · 280 added, 106 removed, 587 unchanged (40% of the section changed)

2 unchanged sentences

CONDENSED STATEMENTS OF CONSOLIDATED INCOME

Three Months Ended July 31,

Three Months Ended October 31, Six Months Ended October 31,

Dollars in millions, except per share data 2023 2022 2023 2022

Net sales $ 1,938.6 $ 2,205.1 $ 3,743.8 $ 4,078.1

Cost of products sold 1,150.4 1,320.5

Cost of products sold (A)

1,214.4 1,504.0 2,364.8 2,824.5

Gross Profit 724.2 701.1 1,379.0 1,253.6

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Amortization 39.6 55.6 79.4 111.2

Other special project costs (A)

6.8 0.7 6.8 2.1

Other operating expense (income) – net 45.4 ( 2.9 ) 43.3 ( 30.9 )

1 unchanged sentence

Interest expense – net ( 35.1 ) ( 39.7 ) ( 67.2 ) ( 78.8 )

Other income (expense) – net ( 33.0 ) 0.5

Other debt costs (A)

( 19.5 ) — ( 19.5 ) —

Other income (expense) – net (A)

5.1 ( 0.8 ) ( 27.9 ) ( 0.3 )

Income Before Income Taxes 249.4 252.9 487.8 394.0

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Net Income – Assuming Dilution $ 1.90 $ 1.79 $ 3.69 $ 2.82

(A) Includes certain divestiture, acquisition, integration, and restructuring costs (“special project costs”).

For more information, see Note 5:

Special Project Costs, Note 6:

Reportable Segments, and Note 8:

Debt and Financing Arrangements.

See notes to unaudited condensed consolidated financial statements.

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CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

Three Months Ended July 31,

Three Months Ended October 31, Six Months Ended October 31,

Dollars in millions 2023 2022 2023 2022

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Available-for-sale securities activity, net of tax ( 0.2 ) ( 0.6 ) ( 0.4 ) ( 0.9 )

Total Other Comprehensive Income 10.2 4.0

Total Other Comprehensive Income (Loss) ( 11.5 ) ( 13.9 ) ( 1.3 ) ( 9.9 )

Comprehensive Income $ 183.4 $ 177.2 $ 377.2 $ 291.0

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

Dollars in millions July 31, 2023 April 30, 2023

Dollars in millions October 31, 2023 April 30, 2023

Current Assets

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CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

Three Months Ended July 31,

Six Months Ended October 31,

Dollars in millions 2023 2022

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Pension settlement loss (gain) 3.2 1.7

Unrealized loss (gain) on investment in equity securities 27.4 —

Unrealized loss (gain) on investment in equity securities – net 21.5 —

Share-based compensation expense 13.7 5.3

Loss (gain) on divestitures – net 12.6 ( 1.6 )

Deferred income tax expense (benefit) ( 16.3 ) —

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Short-term borrowings (repayments) – net — 118.2

Proceeds from long-term debt 3,485.0 —

Capitalized debt issuance costs ( 28.9 ) —

Quarterly dividends paid ( 213.2 ) ( 213.5 )

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CONDENSED STATEMENTS OF CONSOLIDATED SHAREHOLDERS’ EQUITY

Three Months Ended July 31, 2023

Six Months Ended October 31, 2023

Dollars in millions Common

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Balance at July 31, 2023 102,132,673 $ 25.5 $ 5,242.1 $ 1,964.8 $ ( 229.0 ) $ 7,003.4

Three Months Ended July 31, 2022

Net income 194.9 194.9

Other comprehensive income (loss) ( 11.5 ) ( 11.5 )

Comprehensive income 183.4

Purchase of treasury shares ( 3,139 ) — ( 0.4 ) — ( 0.4 )

Stock plans 25,067 — 11.1 11.1

Cash dividends declared, $ 1.06 per common share

( 108.6 ) ( 108.6 )

Balance at October 31, 2023 102,154,601 $ 25.5 $ 5,252.8 $ 2,051.1 $ ( 240.5 ) $ 7,088.9

Six Months Ended October 31, 2022

Dollars in millions Common

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Balance at July 31, 2022 106,559,359 $ 26.6 $ 5,457.7 $ 2,893.4 $ ( 233.4 ) $ 8,144.3

Net income 191.1 191.1

Other comprehensive income (loss) ( 13.9 ) ( 13.9 )

Comprehensive income 177.2

Purchase of treasury shares ( 580 ) — ( 0.1 ) — ( 0.1 )

Stock plans 67,757 — 4.4 4.4

Cash dividends declared, $ 1.02 per common share

( 108.5 ) ( 108.5 )

Balance at October 31, 2022 106,626,536 $ 26.6 $ 5,462.0 $ 2,976.0 $ ( 247.3 ) $ 8,217.3

See notes to unaudited condensed consolidated financial statements.

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Basis of Presentation

The unaudited interim condensed consolidated financial statements of The J.

The unaudited interim condensed consolidated financial statements of The J.M.

Smucker Company (“Company,” “we,” “us,” or “our”) have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.

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In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included.

Operating results for the three months ended July 31, 2023, are not necessarily indicative of the results that may be expected for the year ending April 30, 2024.

Operating results for the six months ended October 31, 2023, are not necessarily indicative of the results that may be expected for the year ending April 30, 2024.

For further information, reference is made to the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended April 30, 2023.

Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures .

ASU 2023-07 will improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an interim and annual basis.

It will be effective for us on May 1, 2024, with the option to early adopt at any time prior to the effective date and will require adoption on a retrospective basis.

We are currently evaluating the impacts of the standard on our financial statements and disclosures.

In July 2023, the U.S.

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SEC Release No.

34-97424 will be effective for us during the third quarter of 2024.

34-97424 would have been effective for us during the third quarter of 2024, but the SEC recently issued an order postponing the effective date.

We do not anticipate that the adoption of these amendments will have a material impact on our financial statements and disclosures.

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This update will require the disclosure of greenhouse gas emissions, including Scope 1 and Scope 2 emissions, which will be subject to third-party assurance, as well as climate-related targets and goals, and how the Board and management oversee climate-related risks.

As of July 31, 2023, these amendments were not adopted by the SEC;

As of October 31, 2023, these amendments were not adopted by the SEC;

however, we anticipate that the adoption of these amendments will have a material impact on our financial statements and disclosures.

During the second quarter of 2024, we announced a definitive agreement to acquire Hostess Brands, Inc.

(“Hostess Brands”).

On November 7, 2023, we completed the cash and stock transaction, valued at approximately $ 5.5 billion.

The transaction was funded with new debt, inclusive of $ 3.5 billion of Senior Notes, a senior unsecured delayed-draw Term Loan Credit Agreement (“Term Loan”) of $ 800.0 , and $ 700.0 of short-term borrowings under our commercial paper program, as well as the issuance of approximately 4.0 million of our common shares valued at $ 450.2 .

For additional information on the financing associated with this transaction, refer to Note 8:

Debt and Financing Arrangements and Note 16:

Common Shares.

Hostess Brands is a manufacturer and marketer of sweet baked goods brands including Hostess ® Donettes ® , Twinkies ® , CupCakes , DingDongs ® , Zingers ® , CoffeeCakes , HoHos ® , Mini Muffins , and Fruit Pies , and the Voortman ® cookie brand.

In addition to its headquarters in Lenexa, Kansas, the transaction included six manufacturing facilities located in Emporia, Kansas;

Burlington, Ontario;

Chicago, Illinois;

Columbus, Georgia;

Indianapolis, Indiana;

and Arkadelphia, Arkansas, a distribution facility in Edgerton, Kansas, and a commercial center of excellence in Chicago, Illinois.

Approximately 3,000 employees transitioned with the business at close of the transaction.

The purchase price will be allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition and is subject to change as we complete our analysis of their fair values during the measurement period not to exceed one year as permitted under FASB Accounting Standards Codification (“ASC”) 805, Business Combinations .

Due to the transaction closing subsequent to the second quarter of 2024, we will complete and disclose the preliminary purchase price allocation during the third quarter of 2024.

However, we anticipate the majority of the purchase price will be allocated to goodwill and other intangible assets – net.

On October 17, 2023, we entered into a definitive agreement to sell our Canada condiment business to TreeHouse Foods, Inc.

(“TreeHouse Foods”).

We expect the transaction to close during the third quarter of 2024, subject to customary closing conditions.

The transaction includes Bick’s ® pickles, Habitant ® pickled beets, Woodman’s ® horseradish, and McLarens ® pickled onions brands, inclusive of certain trademarks.

Under our ownership, these brands generated net sales of approximately $ 60.0 in 2023, which were included in the International operating segment.

The transaction is valued at approximately $ 20.0 , subject to a working capital adjustment.

In accordance with FASB ASC 805, Business Combinations , the transaction does not meet the definition of a business and will be accounted for as a sale of assets, resulting in no allocation of goodwill.

Further, as of October 31, 2023, the disposal group met the criteria to be classified as held for sale, and as a result, a valuation allowance was established to reflect the fair value less costs to sell of the disposal group, which was based on the expected proceeds and the estimated carrying value of the net assets to be disposed.

The valuation allowance was included within other current assets in the Condensed Consolidated Balance Sheet and the estimated pre-tax loss on the disposal group was included within other operating expense (income) – net in the Condensed Statement of Consolidated Income and within loss (gain) on divestitures – net in the Condensed Statement of Consolidated Cash Flows.

On September 27, 2023, we entered into a definitive agreement to sell the Sahale Snacks ® business to Second Nature Brands (“Second Nature”), which closed on November 1, 2023.

The transaction included products sold under our Sahale Snacks brand, inclusive of certain trademarks and licensing agreements, a leased manufacturing facility in Seattle, Washington, and approximately 100 employees who supported the brand.

Under our ownership, the Sahale Snacks brand generated net sales of approximately $ 48.0 in 2023, primarily included in the U.S.

Retail Consumer Foods segment.

The transaction is valued at approximately $ 34.0 , subject to a working capital adjustment.

As of October 31, 2023, the disposal group met the criteria to be classified as held for sale, and as a result, a valuation allowance was established to reflect the fair value less costs to sell of the disposal group, which was based on the expected proceeds and the estimated carrying value of the net assets to be disposed.

The following table summarizes the net assets held for sale at October 31, 2023, inclusive of a valuation allowance, reflecting fair value less costs to sell.

October 31, 2023

Sahale Snacks Condiments

Assets held for sale:

Inventories $ 9.9 $ 27.6

Property, plant, and equipment – net 6.0 —

Operating lease right-of-use assets 1.9 —

Goodwill 11.5 —

Other intangible assets – net 14.7 6.9

Other noncurrent assets 0.3 —

Total assets held for sale $ 44.3 $ 34.5

Liabilities held for sale:

Other current liabilities $ 0.8 $ —

Deferred income taxes 4.1 —

Other noncurrent liabilities 1.1 —

Total liabilities held for sale 6.0 —

Valuation allowance ( 6.8 ) ( 5.2 )

Net assets held for sale $ 31.5 $ 29.3

On April 28, 2023, we sold certain pet food brands to Post Holdings, Inc.

The transaction included the Rachael Ray ® Nutrish ® , 9Lives ® , Kibbles ’n Bits ® , Nature’s Recipe ® , and Gravy Train ® brands, as well as our private label pet food business, inclusive of certain trademarks and licensing agreements, manufacturing and distribution facilities in Bloomsburg, Pennsylvania, manufacturing facilities in Meadville, Pennsylvania and Lawrence, Kansas, and approximately 1,100 employees who supported these pet food brands.

Under our ownership, these brands generated net sales of $ 1.5 billion in 2023, primarily included in the U.S.

Retail Pet Foods segment.

Final net proceeds from the divestiture were $ 1.2 billion, consisting of $ 683.9 in cash, net of a working capital adjustment and cash transaction costs, and approximately 5.4 million shares of Post common stock, valued at $ 491.6 at the close of the transaction.

We recognized a pre-tax loss of $ 1.0 billion upon completion of this transaction during the fourth quarter of 2023, within other operating expense (income) – net in the Statement of Consolidated Income, net of a working capital adjustment and cash transaction costs.

During 2024, we finalized the working capital adjustment and transaction costs, which resulted in an immaterial adjustment to the pre-tax loss.

Furthermore, during the first quarter of 2024, we began entering into equity forward derivative transactions under an agreement with an unrelated third party to facilitate the forward sale of the Post common stock.

All 5.4 million shares of Post common stock were hedged as of October 31, 2023, and were subsequently settled for $ 466.3 on November 15, 2023.

For additional information, see Note 10:

Derivative Financial Instruments.

On January 31, 2022, we sold the natural beverage and grains businesses to Nexus Capital Management LP (“Nexus”).

The transaction included products sold under the R.W.

Knudsen ® and TruRoots ® brands, inclusive of certain trademarks, a licensing agreement for Santa Cruz Organic ® beverages, dedicated manufacturing and distribution facilities in Chico, California and Havre de Grace, Maryland, and approximately 150 employees who supported the natural beverage and grains businesses.

The transaction did not include Santa Cruz Organic nut butters, fruit spreads, syrups, or applesauce.

Final net proceeds from the divestiture were $ 98.7 , net of a working capital adjustment and cash transaction costs.

We recognized a pre-tax gain of $ 28.3 related to the natural beverage and grains businesses, of which $ 1.6 was recognized during the first quarter of 2023, within other operating expense (income) – net in the Condensed Statement of Consolidated Income, upon finalization of the working capital adjustment.

Special Project Costs

Special project costs primarily consist of employee-related costs and other transition and termination costs related to approved restructuring activities.

Special project costs primarily consist of employee-related costs and other transition and termination costs related to certain divestiture, acquisition, integration, and restructuring activities.

Employee-related costs include severance, retention bonuses, and relocation costs.

Severance costs and retention bonuses are recognized over the estimated future service period of the impacted employees, and relocation costs are expensed as incurred.

Other transition and termination costs include fixed asset-related charges, contract and lease termination costs, professional fees, and other miscellaneous expenditures associated with the restructuring activities.

With the exception of accelerated depreciation, these costs are expensed as incurred.

These restructuring costs are reported in cost of products sold and other operating expense (income) – net in the Condensed Statements of Consolidated Income and are not allocated to

segment profit.

These special project costs are reported in cost of products sold, other special project costs, other debt

costs, and other income (expense) – net in the Condensed Statements of Consolidated Income and are not allocated to segment profit.

The obligation related to employee separation costs is included in other current liabilities in the Condensed Consolidated Balance Sheets.

Divestiture Costs:

We incurred $ 0.5 of employee-related costs during the three months ended October 31, 2023, related to the recently announced divestitures of our Sahale Snacks and Canada condiment businesses.

We expect to incur approximately $ 4.6 primarily in employee-related costs associated with these divestitures, all of which are expected to be cash charges and will be primarily recognized in 2024.

The obligation related to severance and retention bonuses was $ 0.5 at October 31, 2023.

For additional information, see Note 4:

Divestitures.

Integration Costs:

Total integration costs related to the acquisition of Hostess Brands are anticipated to be approximately $ 210.0 and include transaction costs, employee-related costs, and other transition and termination charges.

Of the total anticipated integration costs, approximately half reflect transaction costs, with the remainder split between employee-related costs and other transition and termination charges, the majority of which are expected to be cash charges.

All integration costs are expected to be incurred by the end of 2026, with over half of the costs expected to be recognized in 2024.

We have incurred $ 26.2 of total integration costs during the three months ended October 31, 2023, all of which were cash charges and primarily related to transaction costs incurred related to a 364-day senior unsecured Bridge Term Loan Credit Facility (“Bridge Loan”) that provided committed financing for the acquisition.

For additional information, see Note 3:

Restructuring Costs:

A restructuring program was approved by the Board during 2021, associated with opportunities identified to reduce our overall cost structure, optimize our organizational design, and support our portfolio reshape and was further expanded in 2022 to include the costs associated with the divestitures of the private label dry pet food and natural beverage and grains businesses as well as the closure of certain production facilities.

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The following table summarizes our restructuring costs incurred related to the restructuring program.

Three Months Ended July 31, 2022 Total Costs Incurred to Date at April 30, 2023

Three Months Ended October 31, 2022 Six Months Ended October 31, 2022 Total Costs Incurred to Date at April 30, 2023

Employee-related costs $ 0.7 $ 1.8 $ 27.1

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The obligation related to severance costs and retention bonuses was $ 1.6 at April 30, 2023, and was fully satisfied during the first quarter of 2024.

Cumulative noncash charges incurred through April 30, 2023, were $ 33.2 , and included $ 4.8 incurred during the three months ended July 31, 2022, which primarily consisted of accelerated depreciation.

On April 28, 2023, we sold certain pet food brands to Post Holdings, Inc.

Under our ownership, these brands generated net sales of $ 1.5 billion in 2023, primarily included in the U.S.

Retail Pet Foods segment.

Net proceeds from the divestiture were $ 1.2 billion, consisting of $ 683.9 in cash, net of a preliminary working capital adjustment and cash transaction costs, and approximately 5.4 million shares of Post common stock, valued at $ 491.6 at the close of the transaction.

We recognized a pre-tax loss of $ 1.0 billion upon completion of this transaction during the fourth quarter of 2023 within other operating expense (income) – net in the Statement of Consolidated Income, which is subject to the finalization of the working capital adjustment and cash transaction costs.

The net proceeds and pre-tax loss will be finalized during the second quarter of 2024.

Subsequent to July 31, 2023, all 5.4 million shares of Post common stock were hedged and will settle for $ 466.3 during the third quarter of 2024.

For additional information, see Note 9:

Derivative Financial Instruments.

On January 31, 2022, we sold the natural beverage and grains businesses to Nexus Capital Management LP (“Nexus”).

The transaction included products sold under the R.W.

The transaction did not include Santa Cruz Organic nut butters, fruit spreads, syrups, or applesauce.

Final net proceeds from the divestiture were $ 98.7 , net of a working capital adjustment and cash transaction costs.

We recognized a pre-tax gain of $ 28.3 related to the natural beverage and grains businesses, of which $ 1.6 was recognized during the three months ended July 31, 2022, within other operating expense (income) – net in the Condensed Statement of Consolidated Income, upon finalization of the working capital adjustment.

Cumulative noncash charges incurred through April 30, 2023, were $ 33.2 , and included $ 2.2 and $ 7.0 incurred during the three and six months ended October 31, 2022, respectively, which primarily consisted of accelerated depreciation.

Reportable Segments

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Segment profit represents net sales, less direct and allocable operating expenses, and is consistent with the way in which we manage our segments.

However, we do not represent that the segments, if operated independently, would report operating profit equal to the segment profit set forth below, as segment profit excludes certain expenses such as amortization expense and impairment charges related to intangible assets, gains and losses on divestitures, the net change in cumulative unallocated gains and losses on commodity and foreign currency exchange derivative activities (“change in net cumulative unallocated derivative gains and losses”), certain divestiture, acquisition, integration, and restructuring costs (“special project costs”), as well as corporate administrative expenses.

and losses on commodity and foreign currency exchange derivative activities (“change in net cumulative unallocated derivative gains and losses”), special project costs, as well as corporate administrative expenses.

Commodity and foreign currency exchange derivative gains and losses are reported in unallocated derivative gains and losses outside of segment operating results until the related inventory is sold.

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We would expect that any gain or loss in the estimated fair value of the derivatives would generally be offset by a change in the estimated fair value of the underlying exposures.

Subsequent to the second quarter of 2024, we acquired Hostess Brands in a cash and stock transaction on November 7, 2023, as discussed in Note 3:

As a result, beginning with the third quarter of 2024, we will present a new reportable segment, Sweet Baked Snacks, and the U.S.

Retail Consumer Foods reportable segment will be renamed U.S.

Retail Frozen Handheld and Spreads.

With the exception of renaming the current U.S.

Retail Consumer Foods reportable segment, we do not anticipate any other changes to the internal or external reporting of our reportable segments.

The following table reconciles segment profit to income before income taxes.

Three Months Ended July 31,

Three Months Ended October 31, Six Months Ended October 31,

2023 2022 2023 2022

Retail Coffee $ 685.7 $ 709.8 $ 1,310.8 $ 1,307.7

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Retail Pet Foods (A)

464.0 765.2 905.0 1,494.2

International and Away From Home 324.6 297.9 599.7 532.9

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Retail Pet Foods (A)

97.2 120.1 178.5 240.4

International and Away From Home 60.2 41.5 96.6 58.1

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Cost of products sold – special project costs (B)

— ( 2.8 ) — ( 3.9 )

Other special project costs (B)

( 6.8 ) ( 0.7 ) ( 6.8 ) ( 2.1 )

Other debt costs (B)

( 19.5 ) — ( 19.5 ) —

Corporate administrative expenses ( 71.5 ) ( 70.0 ) ( 133.3 ) ( 137.6 )

Other income (expense) – net ( 33.0 ) 0.5

Other income (expense) – net (B)

5.1 ( 0.8 ) ( 27.9 ) ( 0.3 )

Income before income taxes $ 249.4 $ 252.9 $ 487.8 $ 394.0

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Divestitures.

(B) Special project costs include certain restructuring costs, which were recognized in cost of products sold and other operating expense (income) – net in the Condensed Statement of Consolidated Income during the three months ended July 31, 2022.

(B) Includes certain divestiture, acquisition, integration, and restructuring costs.

For more information, see Note 5:

Special Project Costs.

Special Project Costs and Note 8:

Debt and Financing Arrangements.

The following table presents certain geographical information.

Three Months Ended July 31,

Three Months Ended October 31, Six Months Ended October 31,

2023 2022 2023 2022

United States $ 1,796.3 $ 2,062.1 $ 3,472.7 $ 3,822.0

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The following table presents product category information.

Three Months Ended July 31,

Three Months Ended October 31, Six Months Ended October 31,

2023 2022 2023 2022 Primary Reportable Segment (A)

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(A) The primary reportable segment generally represents at least 75 percent of total net sales for each respective product category.

(B) During the three months ended July 31, 2022, the net sales within this product category were primarily related to the divested pet food brands, primarily included in the U.S.

(B) During the three and six months ended October 31, 2022, the net sales within this product category were primarily related to the divested pet food brands, primarily included in the U.S.

Retail Pet Foods segment.

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Divestitures.

(C) During the three months ended July 31, 2023, a portion of the net sales within this product category relates to sales associated with a contract manufacturing agreement resulting from the divestiture of certain pet food brands, primarily included in the U.S.

(C) During the three and six months ended October 31, 2023, a portion of the net sales within this product category relates to sales associated with a contract manufacturing agreement resulting from the divestiture of certain pet food brands, primarily included in the U.S.

Retail Pet Foods segment.

This portion of net sales will continue throughout the remainder of 2024 and into 2025.

This agreement will continue through the remainder of 2024 and into 2025.

(D) Primarily represents the International and Away From Home operating segments, which are combined for segment reporting purposes.

Earnings per Share

We computed net income per common share (“basic earnings per share”) under the two-class method for the three months ended July 31, 2023 and 2022, due to certain unvested common shares that contained non-forfeitable rights to dividends (i.e., participating securities) during these periods.

For the three months ended July 31, 2023 and 2022, the computation of net income per common share – assuming dilution (“diluted earnings per share”) was more dilutive under the treasury stock method, as compared to the two-class method.

Therefore, the treasury stock method was used in accordance with Financial Accounting Standards Board Accounting Standards Codification 260, Earnings Per Share .

We computed net income per common share (“basic earnings per share”) under the two-class method for the three and six months ended October 31, 2023 and 2022, due to certain unvested common shares that contained non-forfeitable rights to dividends (i.e., participating securities) during these periods.

For the three and six months ended October 31, 2023 and 2022, the computation of net income per common share – assuming dilution (“diluted earnings per share”) was more dilutive under the treasury stock method, as compared to the two-class method.

Therefore, the treasury stock method was used in accordance with FASB ASC 260, Earnings Per Share .

The following table sets forth the computation of basic and diluted earnings per share under the two-class method.

Three Months Ended July 31,

Three Months Ended October 31, Six Months Ended October 31,

2023 2022 2023 2022

Net income $ 194.9 $ 191.1 $ 378.5 $ 300.9

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The following table sets forth the computation of diluted earnings per share under the treasury stock method.

Three Months Ended July 31,

Three Months Ended October 31, Six Months Ended October 31,

2023 2022 2023 2022

Net income $ 194.9 $ 191.1 $ 378.5 $ 300.9

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The following table summarizes the components of our long-term debt.

July 31, 2023 April 30, 2023

October 31, 2023 April 30, 2023

Outstanding Carrying

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500.0 498.2 500.0 498.0

5.90 % Senior Notes due November 15, 2028

750.0 744.4 — —

2.38 % Senior Notes due March 15, 2030

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500.0 494.8 500.0 494.4

6.20 % Senior Notes due November 15, 2033

1,000.0 991.7 — —

4.25 % Senior Notes due March 15, 2035

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300.0 297.4 300.0 297.3

6.50 % Senior Notes due November 15, 2043

750.0 736.6 — —

4.38 % Senior Notes due March 15, 2045

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300.0 296.2 300.0 296.1

6.50 % Senior Notes due November 15, 2053

1,000.0 983.0 — —

Total long-term debt $ 7,850.0 $ 7,771.7 $ 4,350.0 $ 4,314.2

(A) Represents the carrying amount included in the Condensed Consolidated Balance Sheets, which includes the impact of capitalized debt issuance costs, offering discounts, and terminated interest rate contracts.

In September 2023, we entered into a Term Loan with a group of banks for an unsecured $ 800.0 term facility.

Borrowings under the Term Loan bear interest on the prevailing Secured Overnight Financing Rate (“SOFR”) and are payable at the end of the borrowing term.

The Term Loan matures on November 7, 2026, and does not require scheduled amortization payments.

Voluntary prepayments are permitted without premium or penalty.

As of October 31, 2023, no balance was drawn on the Term Loan.

On November 7, 2023, the full amount was drawn on the Term Loan at an interest rate of 6.67 percent, to partially finance the acquisition of Hostess Brands, as discussed in Note 3:

Capitalized debt issuance costs associated with the Term Loan will be amortized to interest expense – net on the Condensed Statements of Consolidated Income over the time period for which the debt is outstanding.

In September 2023, we entered into a commitment letter for a $ 5.2 billion Bridge Loan that provided committed financing for the acquisition of Hostess Brands, as disclosed in Note 3:

No balances were drawn against this facility, as the commitment letter was terminated after completion of the Senior Notes offering and drawing on the Term Loan.

Included in other debt costs on the Condensed Statement of Consolidated Income at October 31, 2023, was $ 19.5 related to financing fees associated with the Bridge Loan.

In October 2023, we completed an offering of $ 3.5 billion in Senior Notes due November 15, 2028, November 15, 2033, November 15, 2043, and November 15, 2053.

The Senior Notes included $ 29.5 of capitalized debt issuance costs and $ 15.0 of offering discounts to be amortized to interest expense – net on the Condensed Statements of Consolidated Income over the time period for which the debt is outstanding.

The net proceeds from the offering were used to partially finance the acquisition of Hostess Brands.

All of our Senior Notes outstanding at October 31, 2023, are unsecured and interest is paid semiannually, with no required scheduled principal payments until maturity.

We may prepay all or part of the Senior Notes at 100 percent of the principal amount thereof, together with the accrued and unpaid interest, and any applicable make-whole amount.

We have available a $ 2.0 billion unsecured revolving credit facility with a group of 11 banks that matures in August 2026.

Borrowings under the revolving credit facility bear interest on the prevailing U.S.

Prime Rate, Secured Overnight Funding Rate (“SOFR”), Euro Interbank Offered Rate, or Canadian Dealer Offered Rate, based on our election.

Prime Rate, SOFR, Euro Interbank Offered Rate, or Canadian Dealer Offered Rate, based on our election.

Interest is payable either on a quarterly basis or at the end of the borrowing term.

We did no t have a balance outstanding under the revolving credit facility at July 31, 2023, or April 30, 2023.

We did no t have a balance outstanding under the revolving credit facility at October 31, 2023, or April 30, 2023.

We participate in a commercial paper program under which we can issue short-term, unsecured commercial paper not to exceed $ 2.0 billion at any time.

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Commercial paper is used as a continuing source of short-term financing for general corporate purposes.

As of July 31, 2023 and April 30, 2023, we did not have a balance outstanding under the commercial paper program.

Interest paid totaled $ 8.4 and $ 9.4 for the three months ended July 31, 2023 and 2022, respectively.

This differs from interest expense due to the timing of interest payments, capitalized interest, the effect of interest rate contracts, amortization of debt issuance costs and discounts, and the payment of other debt fees.

As of October 31, 2023 and April 30, 2023, we did not have a balance outstanding under the commercial paper program.

However, on November 7, 2023, we issued $ 700.0 of short-term borrowings under our commercial paper program at a weighted-average interest rate of 5.47 percent, to partially finance the acquisition of Hostess Brands.

Further, we sold all 5.4 million shares of our investment in Post common stock on November 15, 2023 for $ 466.3 , and as a result, these funds were used to partially pay down the commercial paper balance outstanding.

Interest paid totaled $ 65.2 and $ 67.9 for the three months ended October 31, 2023 and 2022, respectively, and $ 73.6 and $ 77.3 for the six months ended October 31, 2023 and 2022, respectively.

This differs from interest expense due to capitalized interest, the effect of interest rate contracts, the timing of interest payments, amortization of debt issuance costs and discounts, and the payment of other debt fees.

Our debt instruments contain covenant restrictions, including an interest coverage ratio.

As of July 31, 2023, we are in compliance with all covenants.

As of October 31, 2023, we are in compliance with all covenants.

Pensions and Other Postretirement Benefits

The components of our net periodic benefit cost for defined benefit pension and other postretirement benefit plans are shown below.

Three Months Ended July 31,

Three Months Ended October 31,

Defined Benefit Pension Plans Other Postretirement Benefits

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Net periodic benefit cost $ 1.7 $ 3.6 $ 0.3 $ 0.3

Six Months Ended October 31,

Defined Benefit Pension Plans Other Postretirement Benefits

2023 2022 2023 2022

Service cost $ 0.5 $ 0.6 $ 0.4 $ 0.5

Interest cost 9.3 8.8 1.3 1.2

Expected return on plan assets ( 8.2 ) ( 8.1 ) — —

Amortization of net actuarial loss (gain) 1.7 2.0 ( 0.8 ) ( 0.6 )

Amortization of prior service cost (credit) 0.1 0.4 ( 0.3 ) ( 0.4 )

Settlement loss (gain) 3.2 1.7 — —

Net periodic benefit cost $ 6.6 $ 5.4 $ 0.6 $ 0.7

In 2021, we transferred obligations of our Canadian defined benefit pension plan to an insurance company through the purchase of an irrevocable group annuity contract (the “Canadian buy-out contract”).

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During the first quarter of 2024, we received Board Resolution to proceed with distribution of the surplus that remains within the Canadian defined benefit pension plan.

As a result, we recognized a noncash pre-tax settlement charge of $ 3.2 related to the acceleration of prior service cost for the portion of the plan surplus to be allocated to plan members, which is subject to participant and regulatory approval before a payout can be made.

The settlement charge was included within other income (expense) – net in the Condensed Statement of Consolidated Income.

We did not recognize any charges related to the Canadian buy-out contract during the three months ended July 31, 2022.

During the first quarter of 2023, we made contributions of $ 70.0 to increase funding for our U.S.

We did not recognize any charges related to the Canadian buy-out contract during the six months ended October 31, 2022.

During the first six months of 2023, we made contributions of $ 70.0 to increase funding for our U.S.

qualified defined benefit pension plans.

Additionally, we made direct benefit payments of $ 0.7 for both the three months ended July 31, 2023 and 2022.

Additionally, we made direct benefit payments of $ 1.8 for both the six months ended October 31, 2023 and 2022.

Derivative Financial Instruments

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Commodity Derivatives:

We enter into commodity derivatives to manage the price volatility and reduce the variability of future cash flows related to anticipated inventory purchases of key raw materials, notably green coffee, corn, soybean meal, edible oils, and wheat.

We also enter into commodity derivatives to manage price risk for energy input costs, including diesel fuel and natural gas.

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We do not qualify the forward sale derivative contract for hedge accounting treatment, and as a result, derivative gains and losses associated with the economic hedge are immediately recognized in earnings within other income (expense) – net in the Condensed Statement of Consolidated Income, netting with the change in fair value of the underlying shares.

As of July 31, 2023, approximately 1.1 million shares of the available 5.4 million shares of Post common stock were hedged under the contract, resulting in an unrealized gain of $ 0.6 during the three months ended July 31, 2023.

Subsequent to July 31, 2023, all 5.4 million shares of Post common stock were hedged and will settle for $ 466.3 during the third quarter of 2024.

All 5.4 million shares of Post common stock were hedged as of October 31, 2023.

During the three and six months ended October 31, 2023, we recognized an unrealized gain on the transaction of $ 33.0 and $ 33.6 , respectively.

On November 15, 2023, we settled the equity forward contract for $ 466.3 .

For additional information, see Note 4:

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The following table presents the gross notional value of outstanding derivative contracts.

July 31, 2023 April 30, 2023

October 31, 2023 April 30, 2023

Commodity contracts $ 328.8 $ 448.1

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The following tables set forth the gross fair value amounts of derivative instruments recognized in the Condensed Consolidated Balance Sheets.

July 31, 2023

October 31, 2023

Liabilities Other

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We have elected to not offset fair value amounts recognized for our exchange-traded derivative instruments and our cash margin accounts executed with the same counterparty that are generally subject to enforceable netting agreements.

We are required to maintain cash margin accounts in connection with funding the settlement of our open positions.

Our cash margin accounts represented collateral pledged of $ 18.1 and $ 17.0 at July 31, 2023, and April 30, 2023, respectively, and are included in other current assets in the Condensed Consolidated Balance Sheets.

required to maintain cash margin accounts in connection with funding the settlement of our open positions.

Our cash margin accounts represented collateral pledged of $ 11.5 and $ 17.0 at October 31, 2023, and April 30, 2023, respectively, and are included in other current assets in the Condensed Consolidated Balance Sheets.

The change in the cash margin accounts is included in other – net, investing activities in the Condensed Statements of Consolidated Cash Flows.

In the event of default and immediate net settlement of all of our open positions with individual counterparties, all of our derivative liabilities would be fully offset by either our derivative asset positions or margin accounts based on the net asset or liability position with our individual counterparties.

Cash flows associated with the settlement of derivative instruments are classified in the same line item as the

cash flows of the related hedged item, which is within operating activities in the Condensed Statements of Consolidated Cash Flows.

Cash flows associated with the settlement of derivative instruments are classified in the same line item as the cash flows of the related hedged item, which is within operating activities in the Condensed Statements of Consolidated Cash Flows.

Economic Hedges

The following table presents the net gains and losses recognized in cost of products sold in the Condensed Statements of Consolidated Income on derivatives not designated as hedging instruments.

Three Months Ended July 31,

Three Months Ended October 31, Six Months Ended October 31,

2023 2022 2023 2022

Derivative gains (losses) on commodity contracts $ ( 5.0 ) $ ( 19.3 ) $ 2.8 $ ( 28.2 )

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The following table presents the net change in cumulative unallocated derivative gains and losses.

Three Months Ended July 31,

Three Months Ended October 31, Six Months Ended October 31,

2023 2022 2023 2022

Net derivative gains (losses) recognized and classified as unallocated $ ( 0.2 ) $ ( 14.5 ) $ 5.4 $ ( 23.6 )

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Change in net cumulative unallocated derivative gains and losses $ ( 26.3 ) $ ( 27.1 ) $ ( 15.9 ) $ ( 60.9 )

The net cumulative unallocated derivative gains were $ 26.3 and $ 15.9 at July 31, 2023, and April 30, 2023, respectively.

Net cumulative unallocated derivative gains and losses net to zero at October 31, 2023 and were $ 15.9 at April 30, 2023.

Cash Flow Hedges

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The following table presents information on the pre-tax gains and losses recognized on all contracts previously designated as cash flow hedges.

Three Months Ended July 31,

Three Months Ended October 31, Six Months Ended October 31,

2023 2022 2023 2022

Gains (losses) recognized in other comprehensive income (loss) $ — $ — $ — $ —

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Change in accumulated other comprehensive income (loss) $ 3.4 $ 3.5 $ 6.8 $ 6.8

(A) Interest expense – net, as presented in the Condensed Statements of Consolidated Income was $ 32.1 and $ 39.1 for the three months ended July 31, 2023 and 2022, respectively.

(A) Interest expense – net, as presented in the Condensed Statements of Consolidated Income was $ 35.1 and $ 39.7 for the three months ended October 31, 2023 and 2022, respectively, and $ 67.2 and $ 78.8 for the six months ended October 31, 2023 and 2022, respectively.

The reclassification includes terminated contracts which were designated as cash flow hedges.

Included as a component of accumulated other comprehensive income (loss) at July 31, 2023, and April 30, 2023, were deferred net pre-tax losses of $ 197.3 and $ 200.7 , respectively, related to the terminated interest rate contracts.

The related net tax benefit recognized in accumulated other comprehensive income (loss) at July 31, 2023, and April 30, 2023, was $ 46.3 and $ 47.1 , respectively.

Included as a component of accumulated other comprehensive income (loss) at October 31, 2023, and April 30, 2023, were deferred net pre-tax losses of $ 193.9 and $ 200.7 , respectively, related to the terminated interest rate contracts.

The related net tax benefit recognized in accumulated other comprehensive income (loss) at October 31, 2023, and April 30, 2023, was $ 45.5 and $ 47.1 , respectively.

Approximately $ 13.6 of the net pre-tax loss will be recognized over the next 12 months related to the terminated interest rate contracts.

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The following table provides information on the carrying amounts and fair values of our financial instruments.

July 31, 2023 April 30, 2023

October 31, 2023 April 30, 2023

Amount Fair Value Carrying

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(Level 2) Significant

(Level 3) Fair Value at July 31, 2023

(Level 3) Fair Value at October 31, 2023

Marketable securities and other investments:

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(A) Marketable securities and other investments consists of funds maintained for the payment of benefits associated with nonqualified retirement plans.

The funds include equity securities listed in active markets, municipal obligations valued by a third-party using

valuation techniques that utilize inputs that are derived principally from or corroborated by observable market data, and money market funds with maturities of three months or less.

The funds include equity securities listed in active markets, municipal obligations valued by a third-party using valuation techniques that utilize inputs that are derived principally from or corroborated by observable market data, and money market funds with maturities of three months or less.

Based on the short-term nature of these money market funds, carrying value approximates fair value.

As of July 31, 2023, our municipal obligations are scheduled to mature as follows:

As of October 31, 2023, our municipal obligations are scheduled to mature as follows:

$ 0.7 in 2024, $ 1.3 in 2025, $ 0.8 in 2026, $ 4.4 in 2027, $ 0.4 in 2028, and the remaining $ 9.5 in 2029 and beyond.

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The unrealized pre-tax gain on the equity forward derivative was included in other income (expense) – net in the Condensed Statement of Consolidated Income.

For additional information, see Note 9:

In addition, all 5.4 million shares of Post common stock were hedged as of October 31, 2023.

On November 15, 2023, we settled the equity forward contract for $ 466.3 .For additional information, see Note 10:

Derivative Financial Instruments.

The investment in equity securities represents our equity interest in Post of approximately 8 percent as of July 31, 2023, which is valued using the trading value of Post common stock.

In the first quarter of 2024, we recognized an unrealized pre-tax loss of $ 28.0 on the investment, which was included in other income (expense) – net in the Condensed Statement of Consolidated Income.

The investment in equity securities represents our equity interest in Post of approximately 9 percent as of October 31, 2023, which is valued using the trading value of Post common stock.

During the six months ended October 31, 2023, we recognized an unrealized pre-tax loss of $ 55.1 on the investment, which was included in other income (expense) – net in the Condensed Statement of Consolidated Income.

On November 15, 2023, we sold all 5.4 million shares of Post common stock, and they settled for $ 466.3 .

For additional information, see Note 4:

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Debt and Financing Arrangements.

As of October 31, 2023, the Sahale Snacks and Canada condiment business disposal groups met the criteria to be classified as held for sale, and as a result, a valuation allowance of $ 6.8 and $ 5.2 , respectively, were established to reflect the fair value less costs to sell of the disposal groups, which was based on the expected proceeds and the estimated carrying value of the net assets to be disposed.

The estimated pre-tax loss on the disposal groups were included within other operating expense (income) – net in the Condensed Statement of Consolidated Income.

We utilized Level 3 inputs based on management’s best estimates and assumptions to estimate the fair value of the disposal groups.

For additional information, see Note 4:

Divestitures.

We lease certain warehouses, manufacturing facilities, office space, equipment, and vehicles, primarily through operating lease agreements.

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We consider our credit rating and the current economic environment in determining this collateralized rate.

As of October 31, 2023, we have entered into operating lease commitments related to one distribution center and one commercial property for which the leases have not yet commenced as of that date.

The leases will begin during the third quarter of 2024, and upon commencement, we expect to recognize aggregate right-of-use assets and lease liabilities of approximately $ 12.0 in the Condensed Consolidated Balance Sheet.

In addition, as of October 31, 2023, we have entered into a financing lease commitment related to equipment for which the lease has not yet commenced as of that date.

The lease will begin during the third quarter of 2024, and upon commencement, we expect to recognize a right-of-use asset and lease liability of approximately $ 1.1 in the Condensed Consolidated Balance Sheet.

The following table sets forth the right-of-use assets and lease liabilities recognized in the Condensed Consolidated Balance Sheets.

July 31, 2023 April 30, 2023

October 31, 2023 April 30, 2023

Operating lease right-of-use assets $ 158.4 $ 103.0

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The following table summarizes the components of lease expense.

Three Months Ended July 31,

Three Months Ended October 31, Six Months Ended October 31,

2023 2022 2023 2022

Operating lease cost $ 11.2 $ 10.3 $ 23.9 $ 20.8

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The following table sets forth cash flow and noncash information related to leases.

Three Months Ended July 31,

Six Months Ended October 31,

Cash paid for amounts included in the measurement of lease liabilities:

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The following table summarizes the maturity of our lease liabilities by fiscal year.

July 31, 2023

October 31, 2023

Operating Leases Finance Leases

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The following table sets forth the weighted average remaining lease term and discount rate.

July 31, 2023 April 30, 2023

October 31, 2023 April 30, 2023

Weighted average remaining lease term (in years):

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Finance leases

The effective income tax rates for the three months ended July 31, 2023 and 2022, were 23.0 and 22.2 percent, respectively.

During the three months ended July 31, 2023 and 2022, the effective income tax rates varied from the U.S.

The effective income tax rates for the three months ended October 31, 2023 and 2022, were 21.9 and 24.4 percent, respectively, and for the six months ended October 31, 2023 and 2022, were 22.4 and 23.6 percent, respectively.

During the three and six months ended October 31, 2023, the effective income tax rates varied from the U.S.

statutory income tax rate of 21.0 percent primarily due to state income taxes, partially offset by the recognition of a deductible outside basis difference related to the divestiture of the Sahale Snacks brand, which was classified as held for sale as of October 31, 2023, as discussed in Note 4:

Divestitures.

During the three and six months ended October 31, 2022, the effective income tax rate varied from the U.S.

statutory income tax rate of 21.0 percent primarily due to state income taxes.

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Income tax benefit (expense) — ( 1.6 ) ( 0.2 ) 0.1 ( 1.7 )

Balance at July 31, 2023 $ ( 26.9 ) $ ( 151.0 ) $ ( 52.3 ) $ 1.2 $ ( 229.0 )

Balance at October 31, 2023 $ ( 40.9 ) $ ( 148.4 ) $ ( 52.2 ) $ 1.0 $ ( 240.5 )

Adjustment Net Gains (Losses)

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Income tax benefit (expense) — ( 1.7 ) ( 0.4 ) 0.4 ( 1.7 )

Balance at July 31, 2022 $ ( 19.7 ) $ ( 161.4 ) $ ( 53.8 ) $ 1.5 $ ( 233.4 )

Balance at October 31, 2022 $ ( 36.1 ) $ ( 158.8 ) $ ( 53.3 ) $ 0.9 $ ( 247.3 )

(A) The reclassification from accumulated other comprehensive income (loss) is composed of deferred gains (losses) related to terminated interest rate contracts which were reclassified to interest expense – net.

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We, like other food manufacturers, are from time to time subject to various administrative, regulatory, and other legal proceedings arising in the ordinary course of business.

We are currently a defendant in a variety of such legal proceedings, and while we cannot predict with certainty the ultimate results of these proceedings or potential settlements associated with these or other matters, we have accrued losses for certain contingent liabilities that we have determined are probable and reasonably estimable at July 31, 2023.

Based on the information known to date, with the exception of the matters discussed below, we do not believe the final outcome of these proceedings will have a material adverse effect on our financial position, results of operations, or cash flows.

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The outcome and the financial impact of these cases, if any, cannot be predicted at this time.

Accordingly, no loss contingency has been recorded for these matters as of July 31, 2023, and the likelihood of loss is not considered probable or estimable.

Accordingly, no loss contingency has been recorded for these matters as of October 31, 2023, and the likelihood of loss is not considered probable or estimable.

However, if we are required to pay significant damages, our business and financial results could be adversely impacted, and sales of those products could suffer not only in these locations but elsewhere.

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In June 2022, we resumed manufacturing at our Lexington facility, as well as shipping from our Memphis facility.

We partnered with retailers to restock Jif peanut butter products during the first quarter of 2023 and returned to normal levels at the end of 2023.

We partnered with retailers to restock

Jif peanut butter products during the first quarter of 2023 and returned to normal levels at the end of 2023.

We recognized total direct costs associated with the recall of approximately $ 120.0 , net of insurance recoveries, related to customer returns, fees, unsaleable inventory, and other product recall-related costs, primarily within our U.S.

Retail Consumer Foods segment.

Approximately $ 65.0 of direct costs were recognized during the first quarter of 2023 and no significant direct costs were recognized during the first quarter of 2024.

Approximately $ 25.0 and $ 90.0 of direct costs were recognized during the three and six months ended October 31, 2022, and no significant direct costs were recognized during the three and six months ended October 31, 2023.

Further, the U.S.

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The outcome and financial impact of the ongoing consumer litigation or any potential regulatory action associated with the Jif voluntary recall cannot be predicted at this time.

Accordingly, no loss contingency has been recorded for these matters as of July 31, 2023, and the likelihood of loss is not considered probable or estimable.

Accordingly, no loss contingency has been recorded for these matters as of October 31, 2023, and the likelihood of loss is not considered probable or estimable.

Common Shares

The following table sets forth common share information.

July 31, 2023 April 30, 2023

October 31, 2023 April 30, 2023

Common shares authorized 300.0 300.0

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In accordance with the 10b5-1 Plan, our designated broker had the authority to repurchase approximately 2.4 million common shares, which commenced upon the sale of certain pet food brands on April 28, 2023, and expired 45 calendar days after the closure of the transaction.

During the three months ended July 31, 2023, we repurchased approximately 2.4 million common shares for $ 362.8 under the 10b5-1 Plan, and approximately 1.1 million common shares remain available for repurchase.

During the six months ended October 31, 2023, we repurchased approximately 2.4 million common shares for $ 362.8 under the 10b5-1 Plan, and approximately 1.1 million common shares remain available for repurchase.

In accordance with The Inflation Reduction Act of 2022, H.R.

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As a result, an excise tax of $ 3.6 was accrued on the repurchased shares during the first quarter of 2024, and included within additional capital in our Condensed Consolidated Balance Sheet.

During the three months ended July 31, 2022, we did not repurchase any common shares under a repurchase plan authorized by the Board.

All other share repurchases during the three months ended July 31, 2023 and 2022, consisted of shares repurchased from stock plan recipients in lieu of cash payments.

During the six months ended October 31, 2022, we did not repurchase any common shares under a repurchase plan authorized by the Board.

All other share repurchases during the six months ended October 31, 2023 and 2022, consisted of shares repurchased from stock plan recipients in lieu of cash payments.

On November 7, 2023, we acquired Hostess Brands, and as a result, we issued approximately 4.0 million common shares valued at $ 450.2 in exchange for the outstanding shares of Hostess Brands common stock.

The shares issued were based on each outstanding share of Hostess Brands common stock receiving $ 30.00 per share in cash and 0.03002 shares of our common shares, which represents a value of $ 4.25 based on the closing stock price of our common shares on September 8, 2023, the last trading day preceding September 11, 2023, the date on which the execution of the Hostess Brands merger agreement was publicly announced.

For additional information on the acquisition of Hostess Brands, see Note 3:

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements