What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-12-05 compared with 2023-08-29 · 191 added, 79 removed, 238 unchanged (53% of the section changed)

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(Dollars and shares in millions, unless otherwise noted, except per share data)

This discussion and analysis deals with comparisons of material changes in the unaudited condensed consolidated financial statements for the three months ended July 31, 2023 and 2022.

This discussion and analysis deals with comparisons of material changes in the unaudited condensed consolidated financial statements for the three and six months ended October 31, 2023 and 2022.

All comparisons presented are to the corresponding period of the prior year, unless otherwise noted.

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

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.

We anticipate the acquired business to contribute net sales of approximately $650.0 in 2024.

We anticipate cost synergies of approximately $100.0, which are expected to be achieved by the end of 2026.

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

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, 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.

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

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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.

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.

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.

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, 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.

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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.

For additional information on these divestitures, see Note 4:

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.

For additional information, see Note 3:

Acquisition and Note 4:

Divestitures.

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Trends Affecting our Business

During the first quarter of 2024, we continued to experience a dynamic macroeconomic environment, which we anticipate will persist through the remainder of 2024, although with less volatility than experienced in 2023.

During the first half of 2024, we continued to experience a dynamic macroeconomic environment, which we anticipate will persist through the remainder of 2024, although with less volatility than experienced in 2023.

In addition, an increase in costs may require us to implement price increases across our business in 2024, and we anticipate the price elasticity of demand will remain elevated throughout 2024 while consumers continue to experience broader inflationary pressures.

Furthermore, in support of our long-term growth goals, we have introduced a company-wide transformation initiative to focus on deliberately translating our continuous improvement mindset into sustainable productivity initiatives to grow our profit margins and reinvest in our Company to enable future growth and cost savings.

It is possible significant disruptions in our supply chain could occur if certain geopolitical events continue to impact markets around the world, including the impact of potential shipping delays due to supply and demand imbalances, as well as labor shortages.

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Furthermore, we have implemented measures to manage order volumes to ensure a consistent supply across our retail partners during periods of high demand.

However, to the extent that high demand levels or the current supply chain environment continues to disrupt order fulfillment, we may experience volume loss and elevated penalties.

However, to the extent that high demand levels or supply chain disruptions delay order fulfillment, we may experience volume loss and elevated penalties.

Although we do not have any operations in Russia or Ukraine, we continue to monitor the environment for any significant escalation or expansion of economic or supply chain disruptions, including broader inflationary costs, as well as regional or global economic recessions.

During the first three months of 2024, we continued to experience high volatility in the price of grains, oils, and fat-based products as a result of the conflict between Russia and Ukraine, which may continue to have an adverse impact on our results of operations during the remainder of 2024.

During the first half of 2024, we continued to experience high volatility in the price of grains, oils, and fat-based products as a result of the conflict between Russia and Ukraine, which may continue to have an adverse impact on our results of operations during the remainder of 2024.

Overall, broad-based supply chain disruptions and the impact of inflation remain uncertain.

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Results of Operations

Three Months Ended July 31,

2023 2022 % Increase (Decrease)

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

2023 2022 % Increase (Decrease) 2023 2022 % Increase (Decrease)

Net sales $ 1,938.6 $ 2,205.1 (12) % $ 3,743.8 $ 4,078.1 (8) %

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Refer to “Non-GAAP Financial Measures” in this discussion and analysis for a reconciliation to the comparable GAAP financial measure.

Three Months Ended July 31,

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

2023 2022 Increase

(Decrease) % 2023 2022 Increase

Net sales $ 1,938.6 $ 2,205.1 $ (266.5) (12) % $ 3,743.8 $ 4,078.1 $ (334.3) (8) %

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This measure provides useful information to investors because it enables comparison of results on a year-over-year basis.

Net sales in the first quarter of 2024 decreased $67.8, or 4 percent, which includes $374.1 of noncomparable net sales in the prior year related to the divestiture of certain pet food brands.

Net sales in the second quarter of 2024 decreased $266.5, or 12 percent, which includes $385.0 of noncomparable net sales in the prior year related to the divestiture of certain pet food brands.

Net sales excluding the divestiture and foreign currency exchange increased $121.0, or 7 percent.

Favorable volume/mix contributed 13 percentage points to net sales, primarily driven by Jif peanut butter due to lapping the impact of the product recall in the prior year, contract manufacturing sales related to the divested pet food brands, and coffee products.

Favorable volume/mix contributed 4 percentage points to net sales, primarily driven by Smucker’s Uncrustables ® frozen sandwiches and contract manufacturing sales related to the divested pet food brands, partially offset by a decrease for Jif peanut butter.

Higher net price realization contributed 3 percentage points to net sales, primarily due to list price increases for our U.S.

Retail Pet Foods and U.S.

Retail Consumer Foods segments and for International and Away From Home and the favorable impact of lapping customer returns and fees related to the Jif peanut butter product recall in the prior year.

Retail Consumer Foods segments and for International and Away From Home, partially offset by a net price decline for the U.S.

Retail Coffee segment.

Net sales in the first six months of 2024 decreased $334.3, or 8 percent, which includes $759.1 of noncomparable net sales in the prior year related to the divestiture of certain pet food brands.

Net sales excluding the divestiture and foreign currency exchange increased $431.1, or 13 percent.

Favorable volume/mix contributed 8 percentage points to net sales, primarily driven by Jif peanut butter due to lapping the impact of the product recall in the prior year, contract manufacturing sales related to the divested pet food brands, Smucker’s Uncrustables frozen sandwiches, and coffee products.

Higher net price realization contributed 5 percentage points to net sales, primarily due to list price increases for our U.S.

Retail Pet Foods and U.S.

Retail Coffee segment.

Operating Income

The following table presents the components of operating income as a percentage of net sales.

Three Months Ended July 31,

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

2023 2022 2023 2022

Gross profit 37.4 % 31.8 % 36.8 % 30.7 %

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Amortization 2.0 2.5 2.1 2.7

Other special project costs 0.4 — 0.2 0.1

Other operating expense (income) – net 2.3 (0.1) 1.2 (0.8)

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Amounts may not add due to rounding.

Gross profit increased $102.3, or 19 percent, in the first quarter of 2024, primarily reflecting a favorable net impact of higher net price realization and increased costs and favorable volume/mix, including the price and cost benefits from lapping the impact of the Jif peanut butter product recall.

The increase in gross profit was partially offset by the noncomparable impact of the divested pet food brands.

Operating income increased $123.8, or 69 percent, primarily driven by the increase in gross profit, a $30.2 decrease in selling, distribution, and administrative (“SD&A”) expenses, and a $15.8 decrease in amortization expense as a result of the divested pet food brands, partially offset by a $24.5 decrease in net other operating income, primarily due to lapping the prior year insurance recovery from the Jif peanut butter product recall.

Gross profit increased $23.1, or 3 percent, in the second quarter of 2024, primarily reflecting higher net price realization, lower green coffee costs, and favorable volume/mix, partially offset by the noncomparable impact of the divested pet food brands.

Operating income increased $5.5, or 2 percent, primarily driven by the increase in gross profit, a $20.8 decrease in selling, distribution, and administrative (“SD&A”) expenses, and a $16.0 decrease in amortization expense as a result of the divested pet food brands.

These benefits were partially offset by a $48.3 decrease in net other operating income, primarily reflecting a $39.1 unfavorable impact related to the termination of a supplier agreement and the net pre-tax loss on divestitures.

Our non-GAAP adjustments include amortization expense and impairment charges related to intangible assets, special project costs, gains and losses on divestitures, the change in net cumulative unallocated derivative gains and losses, and other infrequently occurring items that do not directly reflect ongoing operating results.

Refer to “Non-GAAP Financial Measures” in this discussion and analysis for additional information.

Gross profit excluding non-GAAP adjustments (“adjusted gross profit”), primarily reflecting the exclusion of the change in net cumulative unallocated derivative gains and losses, as compared to GAAP gross profit, increased $57.0, or 10 percent, in the first quarter of 2024.

Operating income excluding non-GAAP adjustments (“adjusted operating income”) increased $61.7, or 23 percent, as compared to the prior year, further reflecting the exclusion of amortization expense.

Operating income excluding non-GAAP adjustments (“adjusted operating income”) increased $5.8, or 2 percent, as compared to the prior year, further reflecting the exclusion of amortization expense, the net pre-tax loss on divestitures, and special project costs.

Gross profit increased $125.4, or 10 percent, in the first six months of 2024, primarily reflecting higher net price realization, favorable volume/mix, including the price and cost benefits from lapping the impact of the Jif peanut butter product recall, and lower green coffee costs.

The increase in gross profit was partially offset by the noncomparable impact of the divested pet food brands.

Operating income increased $129.3, or 27 percent, primarily driven by the increase in gross profit, a $51.0 decrease in SD&A expenses, and a $31.8 decrease in amortization expense as a result of the divested pet food brands, partially offset by a $74.2 decrease in net other operating income, primarily reflecting the unfavorable impact related to the termination of a supplier agreement, lapping the prior year insurance recovery from the Jif peanut butter product recall, and the net pre-tax loss on divestitures.

Adjusted gross profit, primarily reflecting the exclusion of the change in net cumulative unallocated derivative gains and losses, as compared to GAAP gross profit, decreased $76.5, or 6 percent, in the first six months of 2024.

Adjusted operating income increased $67.5, or 10 percent, as compared to the prior year, further reflecting the exclusion of amortization expense, the net pre-tax loss on divestitures, and special project costs.

Interest Expense

Net interest expense decreased $7.0 in the first quarter of 2024, primarily due to an increase in interest income, reflecting higher interest rates as compared to the prior year, and a decrease in interest expense related to our commercial paper program, as there was no balance outstanding as of July 31, 2023.

Net interest expense decreased $4.6 and $11.6 in the second quarter and first six months of 2024, respectively, primarily due to an increase in interest income, reflecting an increase in our cash investments and higher interest rates as compared to the prior year, and a decrease in interest expense related to our commercial paper program, as there was no balance outstanding as of October 31, 2023.

The decrease in net interest expense was partially offset by increased interest expense related to the new

Senior Notes issued during the second quarter of 2024 to partially fund the acquisition of Hostess Brands.

For additional information, refer to Note 8:

Debt and Financing Arrangements.

Income taxes increased $23.5, or 75 percent, in the first quarter of 2024, primarily due to the increase in income before income taxes and a higher effective income tax rate of 23.0 percent, as compared to 22.2 percent for the first quarter of 2023.

During both the current and prior years, the effective income tax rates varied from the U.S.

Income taxes decreased $7.3, or 12 percent, in the second quarter of 2024, primarily due to the lower effective income tax rate of 21.9 percent, as compared to 24.4 percent, and the decrease in income before income taxes.

Income taxes increased $16.2, or 17 percent, in the first six months of 2024, primarily due to the increase in income before income taxes, partially offset by a lower effective income tax rate of 22.4 percent, as compared to 23.6 percent.

During the current year, 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.

During the prior year, the effective income tax rates varied from the U.S.

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

We anticipate a full-year effective income tax rate for 2024 of approximately 23.9 percent.

We anticipate a full-year effective income tax rate for 2024 of approximately 26.4 percent, inclusive of the estimated impact of the acquisition of Hostess Brands.

For further information, refer to Note 13:

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Special Project Costs

Divestiture Costs :

We expect to incur approximately $4.6 primarily in employee-related costs associated with the recently announced divestitures of our Sahale Snacks and Canada condiment businesses, all of which are expected to be cash charges and will primarily be recognized in 2024.

We incurred $0.5 of employee-related costs during the three months ended October 31, 2023, related to these divestitures.

Integration Costs :

We expect to incur approximately $210.0 in integration costs related to the acquisition of Hostess Brands, which 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.

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 the Bridge Loan that provided committed financing for the acquisition.

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

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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International and Away From Home includes the sale of products distributed domestically and in foreign countries through retail channels and foodservice distributors and operators (e.g., health care operators, restaurants, lodging, hospitality, offices, K-12, colleges and universities, and convenience stores).

Three Months Ended July 31,

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.

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

2023 2022 % Increase

(Decrease) 2023 2022 % Increase

Retail Coffee $ 685.7 $ 709.8 (3) % $ 1,310.8 $ 1,307.7 — %

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Retail Coffee

Retail Coffee segment net sales increased $27.2 in the first quarter of 2024, reflecting a 4 percentage point increase to net sales from volume/mix, primarily driven by the Folgers and Café Bustelo brands.

Segment profit increased $24.2, primarily reflecting decreased commodity costs and favorable volume/mix.

Retail Coffee segment net sales decreased $24.1 in the second quarter of 2024, reflecting a 4 percentage point decrease to net sales from lower net price realization, primarily driven by list price decreases, partially offset by reduced trade spend.

Volume/mix was neutral to net sales, as increases for the Café Bustelo and Dunkin’ brands were mostly offset by the Folgers brand.

Segment profit decreased $16.7, primarily reflecting the $39.1 unfavorable impact related to the termination of a supplier agreement, partially offset by a favorable net impact of decreased commodity costs and lower net price realization.

Retail Coffee segment net sales increased $3.1 in the first six months of 2024.

Favorable volume/mix contributed 2 percentage points to net sales, primarily driven by the Café Bustelo and Dunkin’ brands.

Net price realization decreased net sales by 2 percentage points, primarily reflecting list price decreases, partially offset by reduced trade spend.

Segment profit increased $7.5, primarily reflecting a favorable net impact of decreased commodity costs and lower net price realization and favorable volume/mix, partially offset by the unfavorable impact related to the termination of a supplier agreement.

Retail Consumer Foods

Retail Consumer Foods segment net sales increased $152.9 in the first quarter of 2024.

Retail Consumer Foods segment net sales increased $32.1 in the second quarter of 2024.

Higher net price realization contributed 7 percentage points to net sales, primarily reflecting a favorable impact of lapping customer returns and fees related to the Jif peanut butter product recall in the prior year and a list price increase for Jif peanut butter.

Volume/mix was neutral to net sales, as an increase for Smucker’s Uncrustables frozen sandwiches was mostly offset by a decrease for Jif peanut butter.

Segment profit increased $28.2, primarily reflecting higher net price realization and lower costs, inclusive of a favorable impact of lapping the recall, partially offset by higher marketing spend.

Retail Consumer Foods segment net sales increased $185.0 in the first six months of 2024.

Net price realization contributed 13 percentage points to net sales, primarily reflecting the favorable impact of lapping customer returns and fees related to the Jif peanut butter product recall in the prior year and the list price increase for Jif peanut butter.

Volume/mix increased net sales by 12 percentage points, primarily driven by Jif peanut butter and Smucker’s Uncrustables frozen sandwiches.

Net price realization contributed 22 percentage points to net sales, primarily reflecting a favorable impact of lapping customer returns and fees related to the Jif peanut butter product recall.

Segment profit increased $50.9, primarily reflecting a net favorable impact of lapping the recall and favorable volume/mix for Smucker’s Uncrustables frozen sandwiches, partially offset by an unfavorable net impact of increased costs and higher net price realization.

Segment profit increased $79.1, primarily reflecting a net favorable impact of lapping the recall and favorable volume/mix for Smucker’s Uncrustables frozen sandwiches, partially offset by an unfavorable net impact of increased costs and higher net price realization and higher marketing spend.

Retail Pet Foods

Retail Pet Foods segment net sales decreased $288.0 in the first quarter of 2024, inclusive of the impact of $367.7 of noncomparable net sales in the prior year related to the divestiture of certain pet food brands.

Retail Pet Foods segment net sales decreased $301.2 in the second quarter of 2024, including the impact of $377.8 of noncomparable net sales in the prior year related to the divestiture of certain pet food brands.

Excluding the noncomparable impact of the divested brands, net sales increased $76.6, or 20 percent.

Favorable volume/mix contributed 12 percentage points to net sales, primarily reflecting $50.6 of contract manufacturing sales related to the divested pet food brands and the Milk-Bone brand, partially offset by the Pup-Peroni brand.

Favorable volume/mix contributed 12 percentage points to net sales, primarily reflecting $38.4 of contract manufacturing sales related to the divested pet food brands and growth for dog snacks, primarily driven by the Milk-Bone brand.

Higher net price realization increased net sales by 8 percentage points, primarily reflecting list price increases across the portfolio.

Segment profit decreased $39.0, primarily reflecting the impact of noncomparable segment profit in the prior year related to the divested brands, higher marketing spend, and increased

distribution costs, partially offset by a favorable net impact of higher net price realization and increased costs and favorable volume/mix.

Segment profit decreased $22.9, reflecting the impact of noncomparable segment profit in the prior year related to the divested brands and increased distribution costs, partially offset by a favorable net impact of higher net price realization and increased costs and favorable volume/mix.

Retail Pet Foods segment net sales decreased $589.2 in the first six months of 2024, including the impact of $745.5 of noncomparable net sales in the prior year related to the divestiture of certain pet food brands.

Excluding the noncomparable impact of the divested brands, net sales increased $156.3, or 21 percent.

Favorable volume/mix contributed 12 percentage points to net sales, primarily reflecting $89.0 of contract manufacturing sales related to the divested pet food brands and the Milk-Bone brand, partially offset by the Pup-Peroni brand.

Higher net price realization increased net sales by 9 percentage points, primarily reflecting list price increases across the majority of the portfolio, partially offset by increased trade spend.

Segment profit decreased $61.9, reflecting the impact of noncomparable segment profit in the prior year related to the divested brands, increased distribution costs, and higher marketing spend, partially offset by a favorable net impact of higher net price realization and increased costs and favorable volume/mix.

International and Away From Home

International and Away From Home net sales increased $40.1 in the first quarter of 2024, including the noncomparable impact of $6.4 of net sales in the prior year related to the divested pet food brands and $3.8 of unfavorable foreign currency exchange.

Excluding the noncomparable impact of the divested brands and foreign currency exchange, net sales increased $50.3, or 22 percent, reflecting a 21 percent and 24 percent increase for the Away From Home and International operating segments, respectively.

Favorable volume/mix contributed 14 percentage points to net sales for the combined businesses, primarily reflecting increases for portion control and peanut butter products, inclusive of the impact of lapping the Jif peanut butter product recall in the prior year.

Net price realization contributed 8 percentage points to net sales for the combined businesses, primarily driven by list price increases across the portfolio, partially offset by increased trade spend.

International and Away From Home net sales increased $26.7 in the second quarter of 2024, including the noncomparable impact of $7.2 of net sales in the prior year related to the divested pet food brands and $2.5 of unfavorable foreign currency exchange.

Excluding the noncomparable impact of the divested brands and foreign currency exchange, net sales increased $36.4, or 13 percent.

Favorable volume/mix contributed 7 percentage points to net sales, primarily reflecting increases for frozen handheld and coffee products.

Net price realization contributed 5 percentage points to net sales, primarily driven by list price increases across the majority of the portfolio, partially offset by increased trade spend.

Segment profit increased $18.7, primarily driven by higher net price realization and favorable volume/mix.

International and Away From Home net sales increased $66.8 in the first six mont hs of 2024, including the noncomparable impact of $13.6 of net sales in the prior year related to the divested pet food brands and $6.3 of unfavorable foreign currency exchange.

Excluding the noncomparable impact of the divested brands and foreign currency exchange, net sales increased $86.7, or 17 percent.

Favorable volume/mix contributed 10 percentage points to net sales, primarily reflecting increases for portion control, peanut butter, inclusive of the impact of lapping the Jif peanut butter product recall in the prior year, frozen handheld, and coffee products.

Net price realization contributed 6 percentage points to net sales, primarily driven by list price increases across the portfolio, partially offset by increased trade spend.

Segment profit increased $38.5, primarily driven by favorable volume/mix, reflecting the recovery from the Jif peanut butter product recall, and a favorable net impact of higher net price realization and increased costs.

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Our principal source of funds is cash generated from operations, supplemented by borrowings against our commercial paper program and revolving credit facility.

Total cash and cash equivalents decreased to $241.1 at July 31, 2023, compared to $655.8 at April 30, 2023.

Total cash and cash equivalents increased to $3,623.9 at October 31, 2023, compared to $655.8 at April 30, 2023, primarily reflecting the proceeds received from long-term debt to partially finance the acquisition of Hostess Brands subsequent to the quarter.

The following table presents selected cash flow information.

Three Months Ended July 31,

Six Months Ended October 31,

Net cash provided by (used for) operating activities $ 394.8 $ 166.0

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(A) Free cash flow is a non-GAAP financial measure used by management to evaluate the amount of cash available for debt repayment, dividend distribution, acquisition opportunities, share repurchases, and other corporate purposes.

The $256.9 increase in cash provided by operating activities in the first three months of 2024 was primarily driven by lower working capital requirements in 2024, lapping the $70.0 contribution to our U.S.

The $228.8 increase in cash provided by operating activities in the first six months of 2024 was primarily driven by lower working capital requirements in 2024, lapping the $70.0 contribution to our U.S.

qualified defined benefit pension plans in the prior year, and higher net income adjusted for noncash items in the current year.

The cash required to fund working capital decreased compared to the prior year primarily driven by the moderation of input cost inflation related to our inventories and an increase in cash from trade receivables due to the timing of sales and payments, partially offset by a decrease in cash for accounts payable due to timing.

Cash used for investing activities in the first three months of 2024 consisted primarily of $150.3 in capital expenditures, primarily driven by investments in Smucker’s Uncrustables frozen sandwiches to support the new manufacturing and distribution facilities in McCalla, Alabama, as well as plant maintenance across our facilities.

Cash used for investing activities in the first three months of 2023 consisted primarily of $88.3 in capital expenditures, primarily related to the new manufacturing and distribution facilities in McCalla, Alabama, partially offset by a decrease of $12.2 in our derivative cash margin account balances.

Cash used for financing activities in the first three months of 2024 consisted primarily of the purchase of treasury shares of $372.0 and dividend payments of $105.2.

Cash provided by financing activities in the first three months of 2023 consisted primarily of a net increase in short-term borrowings of $207.0, partially offset by dividend payments of $105.1.

Cash used for investing activities in the first six months of 2024 consisted primarily of $299.0 in capital expenditures, primarily driven by investments in Smucker’s Uncrustables frozen sandwiches to support the new manufacturing and distribution facilities in McCalla, Alabama, as well as plant maintenance across our facilities.

Cash used for investing activities in the first six months of 2023 consisted primarily of $ 190.4 in capital expenditures, primarily related to the new manufacturing and distribution facilities in McCalla, Alabama, and capacity expansions in Longmont, Colorado, as well as plant maintenance across our facilities.

Furthermore, an increase in collateral pledged of $23.3 in our derivative cash margin account balances contributed to the use of cash in 2023.

Cash provided by financing activities in the first six months of 2024 consisted primarily of proceeds from long-term debt of $3,485.0, partially offset by the purchase of treasury shares of $372.4 and dividend payments of $213.2.

Cash used for financing activities in the first six months of 2023 consisted primarily of dividend payments of $213.5, partially offset by a net increase in short-term borrowings of $118.2.

Supplier Financing Program

As part of ongoing efforts to maximize working capital, we work with our suppliers to optimize our terms and conditions, which includes the extension of payment terms.

Payment terms with our suppliers, which we deem to be commercially reasonable, range from 0 to 180 days.

Payment terms with our suppliers, which we deem to be commercially reasonable, range fro m 0 to 180 days.

We have an agreement with a third-party administrator to provide an accounts payable tracking system and facilitate a supplier financing program, which allows participating suppliers the ability to monitor and voluntarily elect to sell our payment obligations to a designated third-party financial institution.

Participating suppliers can sell one or more of our payment obligations at their sole discretion, and our rights and obligations to our suppliers are not impacted.

We have no economic interest in a supplier’s decision to enter into these agreements.

Our rights and obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted by our suppliers’ decisions to sell amounts under these arrangements.

As of July 31, 2023, and April 30, 2023, $434.6 and $414.2 of our outstanding payment obligations, respectively, were elected and sold to a financial institution by participating suppliers.

During the first three months of 2024 and 2023, we paid $441.7 and $338.8, respectively, to a financial institution for payment obligations that were settled through the supplier financing program.

Participating suppliers can sell one or more of our payment obligations at their sole discretion.

We have no economic interest in a supplier’s decision to enter into these agreements as our rights and obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted by these arrangements.

As of October 31, 2023, and April 30, 2023, $402.7 and $414.2 of our outstanding payment obligations, respectively, were elected and sold to a financial institution by participating suppliers.

During the first six months of 2024 and 2023, we pai d $882.8 a nd $692.4, respectively, to a financial institution for payment obligations that were settled through the supplier financing program.

Contingencies

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

We are currently a defendant in a variety of such legal proceedings, 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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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 FDA issued a Warning Letter on January 24, 2023, following an inspection of our Lexington facility completed in June 2022 in connection with the Jif voluntary recall, identifying concerns regarding certain practices and controls at the facility.

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Any potential regulatory action based on such an agency conclusion could result in the imposition of injunctive terms and monetary payments that could have a material adverse effect on our business, reputation, brand, results of operations, and financial performance, as well as affect ongoing consumer litigation associated with the voluntary recall of Jif peanut butter products.

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

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.

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 October 31, 2023, and the likelihood of loss is not considered probable or estimable.

Capital Resources

The following table presents our capital structure.

July 31, 2023 April 30, 2023

October 31, 2023 April 30, 2023

Long-term debt $ 7,771.7 $ 4,314.2

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Total capital $ 14,860.6 $ 11,605.0

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 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:

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.

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

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

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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, we did not have a balance outstanding under the commercial paper program.

We are in compliance with all our debt covenants as of July 31, 2023, and expect to be for the next 12 months.

As of October 31, 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.

We are in compliance with all our debt covenants as of October 31, 2023, and expect to be for the next 12 months.

For additional information on our long-term debt, sources of liquidity, and debt covenants, see Note 8:

Debt and Financing Arrangements.

Dividend payments were $105.2 and $105.1 in the first three months of 2024 and 2023, respectively, and quarterly dividends declared per share were $1.06 and $1.02 in the first three months of 2024 and 2023, respectively.

Dividend payments were $213.2 and $213.5 in the first six months of 2024 and 2023, respectively, and quarterly dividends declared per share were $1.06 and $1.02 in the first six months of 2024 and 2023, respectively.

The declaration of dividends is subject to the discretion of our Board and depends on various factors, such as our net income, financial condition, cash requirements, future events, and other factors deemed relevant by the Board.

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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, a one percent excise tax was applied to share repurchases after December 31, 2022.

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:

In November 2021, we announced plans to invest $1.1 billion to build a new manufacturing facility and distribution center in McCalla, Alabama, dedicated to the production of Smucker’s Uncrustables frozen sandwiches.

Construction of this facility began in 2022, with production expected to begin in calendar year 2025.

Construction of this facility began in 2022, with production expected to begin in 2025.

The project demonstrates our commitment to meet increasing demand for this highly successful product and deliver on our strategy to focus on brands with the most significant growth opportunities.

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Financial investments and job creation will align with each of the three phases.

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

However, as a result of the current macroeconomic environment, we may experience an increase in the cost or the difficulty to obtain debt or equity financing, or to refinance our debt in the future.

Absent any material acquisitions, apart from the recent acquisition of Hostess Brands, or other significant investments, we believe that cash on hand, combined with cash provided by operations, borrowings available under our revolving credit facility and commercial paper program, and access to capital markets, will be sufficient to meet our cash requirements for the next 12 months, including the payment of quarterly dividends, principal and interest payments on debt outstanding, and capital expenditures, including an estimated $60.0 of additional capital expenditures related to the acquisition of Hostess Brands for the second half of 2024.

However, as a result of the current macroeconomic environment and the recent acquisition, we may experience an increase in the cost or the difficulty to obtain debt or equity financing, or to refinance our debt in the future.

We continue to evaluate these risks, which could affect our financial condition or our ability to fund operations or future investment opportunities.

As of July 31, 2023, total cash and cash equivalents of $21.1 was held by our foreign subsidiaries, primarily in Canada.

As of October 31, 2023, total cash and cash equivalents of $35.8 was held by our foreign subsidiaries, primarily in Canada.

We have not repatriated foreign cash to the U.S.

during the first three months of 2024.

during the first six months of 2024.

Material Cash Requirements

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Transactions with related parties are in the ordinary course of business and are not material to our results of operations, financial condition, or cash flows.

As of July 31, 2023, there were no material changes to our material cash requirements as previously reported in our Annual Report on Form 10-K for the year ended April 30, 2023.

During the second quarter of 2024, 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.

In addition, on November 7, 2023, we entered into a Term Loan with a group of banks for an unsecured $ 800.0 term facility.

The Senior Notes and Term Loan were used to partially finance the acquisition of Hostess Brands.

For additional information, see Note 8:

Debt and Financing Arrangements.

As of October 31, 2023, there were no other material changes to our material cash requirements as previously reported in our Annual Report on Form 10-K for the year ended April 30, 2023.

NON-GAAP FINANCIAL MEASURES

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See page 25 for a reconciliation of net sales adjusted for certain noncomparable items to the comparable GAAP financial measure.

Three Months Ended July 31,

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

2023 2022 2023 2022

Gross profit reconciliation:

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Other special project costs (A)

6.8 0.7 6.8 2.1

Adjusted operating income $ 385.4 $ 379.6 $ 717.1 $ 649.6

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Other special project costs (A)

6.8 0.7 6.8 2.1

Other debt costs – special project costs (A)

19.5 — 19.5 —

Other expense – special project costs (A)

Other infrequently occurring items:

Unrealized loss (gain) on investment in equity securities (B)

Unrealized loss (gain) on investment in equity

securities – net (B)

(5.9) — 21.5 —

Pension plan termination settlement charge (C)

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Adjusted earnings per share – assuming dilution $ 2.59 $ 2.40 $ 4.80 $ 4.07

(A) 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.

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

For more information, see Note 5:

Special Project Costs and Note 5:

Reportable Segments.

Special Project Costs, Note 6:

Reportable Segments, and Note 8:

Debt and Financing Arrangements.

(B) Unrealized loss (gain) on investment in equity securities includes unrealized gains and losses on the change in fair value on our investment in Post common stock and the related equity forward contract.

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Other Financial Instruments and Fair Value Measurements.

(C) Represents the nonrecurring pre-tax settlement charge recognized during the first quarter of 2024 related to the acceleration of prior service cost for the portion of the plan surplus to be allocated to plan members within our Canadian defined benefit plans, which is subject to participant and regulatory approval before a payout can be made.

For additional information, see Note 9:

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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 2. Management’s Discussion and Analysis