Form 10-Q J M SMUCKER Co For: Oct 31

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November 26, 2014 8:27 AM EST

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�

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

�

FORM 10-Q

�

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

For the quarterly period ended October�31, 2014

�

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

For the transition period from �� to ��

Commission file number 1-5111

�

THE J. M. SMUCKER COMPANY

(Exact name of registrant as specified in its charter)

�


Ohio	�	34-0538550
(State or other jurisdiction of incorporation or organization)	�	(I.R.S. Employer Identification No.)

One Strawberry Lane	�
Orrville, Ohio	�	44667-0280
(Address of principal executive offices)	�	(Zip code)

Registrant�s telephone number, including area code: (330)�682-3000

N/A

(Former name, former address and former fiscal year, if changed since last report)

�

Indicate by check mark whether the registrant (1)�has filed all reports required to be filed by Section�13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)�has been subject to such filing requirements for at least the past 90 days.��Yes��x��No��

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (�232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).��Yes��x��No��

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of �large accelerated filer,� �accelerated filer� and �smaller reporting company� in Rule 12b-2 of the Exchange Act. (Check one):

�


Large�accelerated�filer	�	x	��	Accelerated filer	�	�

Non-accelerated�filer	�	��(Do not check if a smaller reporting company)	��	Smaller�Reporting�Company	�	�

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).��Yes��No��x

The Company had 101,817,058 common shares outstanding on November�21, 2014.

The Exhibit Index is located at Page No.�40.

�

TABLE OF CONTENTS

�


�			��	Page�No.
PART I. FINANCIAL INFORMATION			��

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

Item 2.	��	Management�s Discussion and Analysis of Financial Condition and Results of Operations	��	21

Item 3.	��	Quantitative and Qualitative Disclosures About Market Risk	��	31

Item 4.	��	Controls and Procedures	��	35

PART II. OTHER INFORMATION			��

Item�1A.	��	Risk Factors	��	36

Item�2.	��	Unregistered Sales of Equity Securities and Use of Proceeds	��	37

Item�6.	��	Exhibits	��	38

SIGNATURES			��	39

INDEX OF EXHIBITS			��	40

�

PART I. FINANCIAL INFORMATION

�

Item�1.

Financial Statements.

THE J. M. SMUCKER COMPANY

CONDENSED STATEMENTS OF CONSOLIDATED INCOME

(Unaudited)

�

��

Three Months Ended
October�31,

�

Six Months Ended
October�31,

�

(Dollars in millions, except per share data)

��

2014

�

2013

�

2014

�

2013

�

Net sales

��

1,481.8

��

�

1,559.9

��

�

2,805.6

��

�

2,910.8

��

Cost of products sold

��

�

945.3

��

�

1,007.3

��

�

1,790.4

��

�

1,865.3

��

�

Gross Profit

��

�

536.5

��

�

552.6

��

�

1,015.2

��

�

1,045.5

��

Selling, distribution, and administrative expenses

��

�

252.4

��

�

270.3

��

�

505.8

��

�

520.5

��

Amortization

��

�

25.2

��

�

24.7

��

�

50.1

��

�

49.2

��

Other special project costs ^(A)

��

�

2.8

��

�

6.9

��

�

11.4

��

�

12.7

��

Other operating expense (income) � net

��

�

1.3

��

�

(0.1

)�

�

1.5

��

�

(1.0

)�

��

�

Operating Income

��

�

254.8

��

�

250.8

��

�

446.4

��

�

464.1

��

Interest expense � net

��

�

(16.2

)�

�

(20.5

)�

�

(33.6

)�

�

(44.3

)�

Other income (expense) � net

��

�

0.3

��

�

(0.3

)�

�

1.6

��

�

(0.3

)�

��

�

Income Before Income Taxes

��

�

238.9

��

�

230.0

��

�

414.4

��

�

419.5

��

Income taxes

��

�

80.6

��

�

76.6

��

�

140.1

��

�

139.5

��

�

Net Income

��

158.3

��

�

153.4

��

�

274.3

��

�

280.0

��

�

Earnings per common share:

��

�

Net Income

��

1.55

��

�

1.46

��

�

2.69

��

�

2.65

��

Net Income - Assuming Dilution

��

1.55

��

�

1.46

��

�

2.69

��

�

2.65

��

�

Dividends Declared per Common Share

��

0.64

��

�

0.58

��

�

1.28

��

�

1.16

��

�

(A)	Other special project costs includes restructuring and merger and integration costs. For more information on businesses acquired and our restructuring program, see Note 3: Acquisitions and Note 4: Restructuring.

See notes to unaudited condensed consolidated financial statements.

�

THE J. M. SMUCKER COMPANY

CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

(Unaudited)

�

��

Three Months
Ended October�31,

�

Six Months Ended
October�31,

�

(Dollars in millions)

��

2014

�

2013

�

2014

�

2013

�

Net income

��

158.3

��

�

153.4

��

�

274.3

��

�

280.0

��

Other comprehensive loss:

��

�

Foreign currency translation adjustments

��

�

(11.6

)�

�

(4.6

)�

�

(14.4

)�

�

(10.6

)�

Cash flow hedging derivative activity, net of tax

��

�

(7.4

)�

�

(0.3

)�

�

(11.7

)�

�

1.6

��

Pension and other postretirement benefit plans activity, net of tax

��

�

1.5

��

�

0.6

��

�

2.9

��

�

2.5

��

Available-for-sale securities activity, net of tax

��

�

0.2

��

�

0.6

��

�

0.6

��

�

0.1

��

�

Total Other Comprehensive Loss

��

�

(17.3

)�

�

(3.7

)�

�

(22.6

)�

�

(6.4

)�

��

�

Comprehensive Income

��

141.0

��

�

149.7

��

�

251.7

��

�

273.6

��

�

See notes to unaudited condensed consolidated financial statements.

�

THE J. M. SMUCKER COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

�


�	��	October�31,�2014		�	�	April�30,�2014		�
(Dollars in millions)	��	�		�	�	�		�
ASSETS	��				�
Current Assets	��				�
Cash and cash equivalents	��	$	105.3	��	�	$	153.5	��
Trade receivables, less allowance for doubtful accounts	��	�	453.2	��	�	�	309.4	��
Inventories:	��				�
Finished products	��	�	656.0	��	�	�	571.5	��
Raw materials	��	�	409.2	��	�	�	359.5	��
	��	�	�	�	�	�	�	�
	��	�	1,065.2	��	�	�	931.0	��
Other current assets	��	�	102.1	��	�	�	145.2	��
	��	�	�	�	�	�	�	�
Total Current Assets	��	�	1,725.8	��	�	�	1,539.1	��
	��	�	�	�	�	�	�	�
Property, Plant, and Equipment	��				�
Land and land improvements	��	�	102.5	��	�	�	99.7	��
Buildings and fixtures	��	�	552.5	��	�	�	516.0	��
Machinery and equipment	��	�	1,448.1	��	�	�	1,384.0	��
Construction in progress	��	�	165.2	��	�	�	163.9	��
	��	�	�	�	�	�	�	�
	��	�	2,268.3	��	�	�	2,163.6	��
Accumulated depreciation	��	�	(963.3	)�	�	�	(898.0	)�
	��	�	�	�	�	�	�	�
Total Property, Plant, and Equipment	��	�	1,305.0	��	�	�	1,265.6	��
	��	�	�	�	�	�	�	�
Other Noncurrent Assets	��				�
Goodwill	��	�	3,142.6	��	�	�	3,098.2	��
Other intangible assets � net	��	�	3,003.7	��	�	�	3,024.3	��
Other noncurrent assets	��	�	157.7	��	�	�	144.9	��
	��	�	�	�	�	�	�	�
Total Other Noncurrent Assets	��	�	6,304.0	��	�	�	6,267.4	��
	��	�	�	�	�	�	�	�
Total Assets	��	$	9,334.8	��	�	$	9,072.1	��
	��	�	�	�	�	�	�	�
LIABILITIES AND SHAREHOLDERS� EQUITY	��				�
Current Liabilities	��				�
Accounts payable	��	$	251.3	��	�	$	289.2	��
Accrued trade marketing and merchandising	��	�	37.2	��	�	�	58.5	��
Current portion of long-term debt	��	�	��	��	�	�	100.0	��
Short-term borrowings	��	�	545.9	��	�	�	248.4	��
Other current liabilities	��	�	169.7	��	�	�	194.9	��
	��	�	�	�	�	�	�	�
Total Current Liabilities	��	�	1,004.1	��	�	�	891.0	��
	��	�	�	�	�	�	�	�
Noncurrent Liabilities	��				�
Long-term debt	��	�	1,890.8	��	�	�	1,879.8	��
Deferred income taxes	��	�	1,028.2	��	�	�	1,020.7	��
Other noncurrent liabilities	��	�	246.7	��	�	�	251.0	��
	��	�	�	�	�	�	�	�
Total Noncurrent Liabilities	��	�	3,165.7	��	�	�	3,151.5	��
	��	�	�	�	�	�	�	�
Total Liabilities	��	�	4,169.8	��	�	�	4,042.5	��
	��	�	�	�	�	�	�	�
Shareholders� Equity	��				�
Common shares	��	�	25.5	��	�	�	25.4	��
Additional capital	��	�	3,982.8	��	�	�	3,965.8	��
Retained income	��	�	1,231.0	��	�	�	1,091.0	��
Amount due from ESOP Trust	��	�	(0.1	)�	�	�	(1.0	)�
Accumulated other comprehensive loss	��	�	(74.2	)�	�	�	(51.6	)�
	��	�	�	�	�	�	�	�
Total Shareholders� Equity	��	�	5,165.0	��	�	�	5,029.6	��
	��	�	�	�	�	�	�	�
Total Liabilities and Shareholders� Equity	��	$	9,334.8	��	�	$	9,072.1	��
	��	�	�	�	�	�	�	�

See notes to unaudited condensed consolidated financial statements.

�

THE J. M. SMUCKER COMPANY

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

(Unaudited)

�


�	��	Six Months Ended October�31,						�
(Dollars in millions)	��	2014		�	�	2013		�
Operating Activities	��				�
Net income	��	$	274.3	��	�	$	280.0	��
Adjustments to reconcile net income to net cash provided by operating activities:	��				�
Depreciation	��	�	76.2	��	�	�	77.1	��
Amortization	��	�	50.1	��	�	�	49.2	��
Share-based compensation expense	��	�	12.1	��	�	�	12.3	��
Loss on sale of assets � net	��	�	2.0	��	�	�	1.0	��
Defined benefit pension contributions	��	�	(3.1	)�	�	�	(3.0	)�
Changes in assets and liabilities, net of effect from businesses acquired:	��				�
Trade receivables	��	�	(140.7	)�	�	�	(147.3	)�
Inventories	��	�	(130.4	)�	�	�	(74.5	)�
Other current assets	��	�	45.6	��	�	�	5.6	��
Accounts payable	��	�	(39.5	)�	�	�	(24.5	)�
Accrued liabilities	��	�	(44.1	)�	�	�	29.4	��
Income and other taxes	��	�	(6.1	)�	�	�	(33.0	)�
Other � net	��	�	(12.5	)�	�	�	(4.3	)�
	��	�	�	�	�	�	�	�
Net Cash Provided by Operating Activities	��	�	83.9	��	�	�	168.0	��
	��	�	�	�	�	�	�	�
Investing Activities	��				�
Businesses acquired, net of cash acquired	��	�	(80.3	)�	�	�	(102.0	)�
Additions to property, plant, and equipment	��	�	(113.7	)�	�	�	(83.4	)�
Proceeds from disposal of property, plant, and equipment	��	�	1.2	��	�	�	1.4	��
Other � net	��	�	(1.3	)�	�	�	(8.9	)�
	��	�	�	�	�	�	�	�
Net Cash Used for Investing Activities	��	�	(194.1	)�	�	�	(192.9	)�
	��	�	�	�	�	�	�	�
Financing Activities	��				�
Short-term borrowings � net	��	�	297.5	��	�	�	207.0	��
Repayments of long-term debt	��	�	(100.0	)�	�	�	��	��
Quarterly dividends paid	��	�	(123.9	)�	�	�	(116.4	)�
Purchase of treasury shares	��	�	(11.3	)�	�	�	(165.5	)�
Proceeds from stock option exercises	��	�	0.8	��	�	�	0.3	��
Other � net	��	�	8.6	��	�	�	(1.3	)�
	��	�	�	�	�	�	�	�
Net Cash Provided by (Used for) Financing Activities	��	�	71.7	��	�	�	(75.9	)�
Effect of exchange rate changes on cash	��	�	(9.7	)�	�	�	(5.1	)�
	��	�	�	�	�	�	�	�
Net decrease in cash and cash equivalents	��	�	(48.2	)�	�	�	(105.9	)�
Cash and cash equivalents at beginning of period	��	�	153.5	��	�	�	256.4	��
	��	�	�	�	�	�	�	�
Cash and Cash Equivalents at End of Period	��	$	105.3	��	�	$	150.5	��
	��	�	�	�	�	�	�	�

(��) Denotes use of cash

See notes to unaudited condensed consolidated financial statements.

�

THE J. M. SMUCKER COMPANY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Note 1: Basis of Presentation

The unaudited condensed consolidated financial statements of The J. M. Smucker Company (�Company,� �we,� �us,� or �our�) have been prepared in accordance with U.S. generally accepted accounting principles (�GAAP�) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included.

Operating results for the six-month period ended October�31, 2014, are not necessarily indicative of the results that may be expected for the year ending April�30, 2015. 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, 2014.

Note 2: Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (�ASU�) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 will be effective for us on May�1, 2017, and will require either retrospective application to each prior reporting period presented or retrospective application with the cumulative effect of initially applying the standard recognized at the date of adoption. We are currently evaluating the impact the application of ASU 2014-09 will have on our financial statements and disclosures.

Note 3: Acquisitions

On September�2, 2014, we acquired Sahale Snacks, Inc. (�Sahale�), a privately-held manufacturer and marketer of premium, branded nut and fruit snacks for $80.3. The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The purchase price allocation includes total intangible assets of $30.4. To the extent the purchase price exceeded the estimated fair value of the net identifiable tangible and intangible assets acquired, the excess was allocated to goodwill. Preliminary valuations resulted in Sahale goodwill of $46.9, of which $42.2 was assigned to the U. S. Retail Consumer Foods segment and $4.7 was assigned to the International, Foodservice, and Natural Foods segment.

The results of operations for the acquired business are included in the condensed consolidated financial statements from the date of the transaction and did not have a material impact on the quarter ended October�31, 2014, nor expected to materially affect results of operations for the year ending April�30, 2015.

During 2014, we completed two acquisitions for aggregate net cash consideration of $101.8, net of working capital adjustments. Enray Inc. (�Enray�), a leading manufacturer and marketer of premium organic, gluten-free ancient grain products, was acquired in August 2013. Silocaf of New Orleans, Inc. (�Silocaf�), a strategic investment related to our green coffee supply chain, was acquired in September 2013.

The purchase price for each business acquired was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The purchase price allocations include total intangible assets of $37.6 for both Enray and Silocaf. To the extent the purchase price exceeded the estimated fair value of the net identifiable tangible and intangible assets acquired, the excess was allocated to goodwill. Valuations resulted in Enray goodwill of $29.3, which was assigned to the International, Foodservice, and Natural Foods segment, and Silocaf goodwill of $22.8, which was assigned to the U.S. Retail Coffee segment.

�

Note 4: Restructuring

During 2010, we announced plans to restructure our coffee and fruit spreads operations as part of our ongoing efforts to enhance the long-term strength and profitability of our leading brands. Since then, we expanded our restructuring plan to include the Canadian pickle and condiments operations and the capacity expansion of our peanut butter business. Pickle and condiments production was transitioned to third-party manufacturers during 2012. The consolidation of coffee production in New Orleans, Louisiana, related to these restructuring initiatives is complete, and the transitioned retail and foodservice fruit spreads volume is being produced at our new facility in Orrville, Ohio. All of the impacted facilities have been closed, resulting in the reduction of 850 full-time positions as anticipated.

We expect to incur total restructuring costs of approximately $265.0 for the entire restructuring plan, of which $253.9 has been incurred through October�31, 2014. The majority of the remaining costs are anticipated to be recognized this fiscal year and relate to the conversion of the Memphis, Tennessee, fruit spreads facility into a peanut butter plant.

The following table summarizes the restructuring activity, including the liabilities recorded and the total amount expected to be incurred.

�

��

Long-Lived
Asset
Charges

�

Employee
Separation

�

Site�Preparation
and Equipment
Relocation

�

Production
Start-up

�

Other�Costs

�

Total

�

Total expected restructuring charge

��

102.8

��

�

63.8

��

�

45.4

��

�

42.8

��

�

10.2

��

�

265.0

��

�

Balance at May�1, 2013

��

�

7.7

��

�

��

�

��

�

��

�

7.7

��

Charge to expense

��

�

2.7

��

�

2.6

��

�

7.2

��

�

7.2

��

�

1.1

��

�

20.8

��

Cash payments

��

�

��

�

(8.4

)�

�

(7.2

)�

�

(7.2

)�

�

(1.1

)�

�

(23.9

)�

Noncash utilization

��

�

(2.7

)�

�

(0.2

)�

�

��

�

��

�

��

�

(2.9

)�

��

�

Balance at April�30, 2014

��

�

1.7

��

�

��

�

��

�

��

�

1.7

��

Charge to expense

��

�

0.1

��

�

0.3

��

�

1.7

��

�

3.0

��

�

0.4

��

�

5.5

��

Cash payments

��

�

��

�

(1.3

)�

�

(1.7

)�

�

(3.0

)�

�

(0.4

)�

�

(6.4

)�

Noncash utilization

��

�

(0.1

)�

�

��

�

��

�

��

�

��

�

(0.1

)�

��

�

Balance at October�31, 2014

��

�

0.7

��

�

��

�

��

�

��

�

0.7

��

�

Remaining expected restructuring charge

��

0.1

��

�

��

�

3.5

��

�

6.0

��

�

1.5

��

�

11.1

��

�

In the three and six months ended October�31, 2014, total restructuring charges of $2.7 and $5.5, respectively, were reported in the Condensed Statements of Consolidated Income. Of the total restructuring charges, the majority were reported in other special project costs. In the three and six months ended October�31, 2013, total restructuring charges of $6.8 and $12.0, respectively, were reported in the Condensed Statements of Consolidated Income. Of the total restructuring charges, $2.1 and $3.5 were reported in cost of products sold in the three and six months ended October�31, 2013, respectively, while the remaining charges were reported in other special project costs.

Employee separation costs include severance, retention bonuses, and pension costs. Severance costs and retention bonuses are recognized over the estimated future service period of the affected employees. The obligation related to employee separation costs is included in current liabilities in the Condensed Consolidated Balance Sheets.

Other costs include professional fees, costs related to closing the facilities, and miscellaneous expenditures associated with the restructuring initiative and are expensed as incurred.

�

Note 5: Common Shares

The following table sets forth common share information.

�


�	��	October�31,�2014		�	��	April�30,�2014		�
Common shares authorized	��	�	300,000,000	��	��	�	300,000,000	��
Common shares outstanding	��	�	101,832,539	��	��	�	101,697,400	��
Treasury shares	��	�	26,772,626	��	��	�	26,907,765	��
	��	�	�	�	��	�	�	�

During the second quarter of 2015, the Board of Directors increased our shares authorized for repurchase by 5.0�million common shares, resulting in approximately 10.0�million common shares available for repurchase. During 2014, we repurchased 4.9�million common shares for $495.0.

Note 6: Reportable Segments

We operate in one industry: the manufacturing and marketing of food products. We have three reportable segments: U.S. Retail Coffee, U.S. Retail Consumer Foods, and International, Foodservice, and Natural Foods. The U.S. Retail Coffee segment primarily represents the domestic sales of Folgers^�, Dunkin� Donuts^�, Millstone^�, Caf� Bustelo^�, and Caf� Pilon^� branded coffee; the U.S. Retail Consumer Foods segment primarily includes domestic sales of Jif ^�, Smucker�s^�, Pillsbury^�, Crisco^�, Martha White^�, Hungry Jack^�, and Eagle Brand^� branded products; and the International, Foodservice, and Natural Foods segment is comprised of products distributed domestically and in foreign countries through retail channels, foodservice distributors and operators (e.g., restaurants, lodging, schools and universities, health care operators), and natural foods stores and distributors.

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 operating expenses such as corporate administrative expenses and, effective May�1, 2014, unallocated gains and losses on commodity and foreign currency exchange derivative activities. Commodity and foreign currency exchange derivative gains and losses are reported in unallocated derivative gains and losses outside of segment operating results until the related inventory is sold. At that time, we reclassify the hedge gains and losses from unallocated derivative gains and losses to segment profit, allowing our segments to realize the economic effect of the hedge without experiencing any mark-to-market volatility. We would expect that any gain or loss in the estimated fair value of the derivatives would generally be offset by a change in the estimated fair value of the underlying exposures. Prior year results have been modified to exclude the unrealized gains and losses on commodity and foreign currency exchange derivatives to conform to the new definition.

�

��

Three Months Ended
October�31,

�

Six Months Ended
October�31,

�

��

2014

�

2013

�

2014

�

2013

�

Net sales:

��

�

U.S. Retail Coffee

��

533.0

��

�

594.9

��

�

1,035.7

��

�

1,109.3

��

U.S. Retail Consumer Foods

��

�

605.0

��

�

612.6

��

�

1,127.8

��

�

1,149.0

��

International, Foodservice, and Natural Foods

��

�

343.8

��

�

352.4

��

�

642.1

��

�

652.5

��

�

Total net sales

��

1,481.8

��

�

1,559.9

��

�

2,805.6

��

�

2,910.8

��

�

Segment profit:

��

�

U.S. Retail Coffee

��

151.2

��

�

180.6

��

�

288.8

��

�

323.2

��

U.S. Retail Consumer Foods

��

�

118.0

��

�

100.7

��

�

231.2

��

�

196.2

��

International, Foodservice, and Natural Foods

��

�

45.2

��

�

47.4

��

�

80.6

��

�

90.5

��

�

Total segment profit

��

314.4

��

�

328.7

��

�

600.6

��

�

609.9

��

�

Interest expense � net

��

�

(16.2

)�

�

(20.5

)�

�

(33.6

)�

�

(44.3

)�

Unallocated derivative gains (losses) ^(A)

��

�

7.6

��

�

(1.5

)�

�

(13.8

)�

�

3.1

��

Cost of products sold � special project costs

��

�

(0.3

)�

�

(2.3

)�

�

(0.7

)�

�

(3.8

)�

Other special project costs

��

�

(2.8

)�

�

(6.9

)�

�

(11.4

)�

�

(12.7

)�

Corporate administrative expenses

��

�

(64.1

)�

�

(67.2

)�

�

(128.3

)�

�

(132.4

)�

Other income (expense) � net

��

�

0.3

��

�

(0.3

)�

�

1.6

��

�

(0.3

)�

��

�

Income before income taxes

��

238.9

��

�

230.0

��

�

414.4

��

�

419.5

��

�

(A)

As of October�31, 2014, the cumulative amount of net derivative losses from economic hedges that has not yet been allocated to segment profit was $9.7, including net gains of $4.1 incurred prior to 2015. For additional information, see Note 11: Derivative Financial Instruments.

Note 7: Debt and Financing Arrangements

Long-term debt consists of the following:

�


�	��	October�31,�2014		�	��	April�30,�2014		�
4.78% Senior Notes due June�1, 2014	��	$	��	��	��	$	100.0	��
6.12% Senior Notes due November�1, 2015	��	�	24.0	��	��	�	24.0	��
6.63% Senior Notes due November�1, 2018	��	�	390.4	��	��	�	392.0	��
3.50% Senior Notes due October�15, 2021	��	�	776.4	��	��	�	763.8	��
5.55% Senior Notes due April�1, 2022	��	�	300.0	��	��	�	300.0	��
4.50% Senior Notes due June�1, 2025	��	�	400.0	��	��	�	400.0	��
	��	�	�	�	��	�	�	�
Total long-term debt	��	$	1,890.8	��	��	$	1,979.8	��
Current portion of long-term debt	��	�	��	��	��	�	100.0	��
	��	�	�	�	��	�	�	�
Total long-term debt, less current portion	��	$	1,890.8	��	��	$	1,879.8	��
	��	�	�	�	��	�	�	�

The 3.50 percent Senior Notes were issued in a public offering and the remaining Senior Notes were privately placed. The Senior Notes are unsecured and interest is paid semiannually. Scheduled payments are required on the 5.55 percent Senior Notes, of which $75.0 is due on April�1, 2016, and on the 4.50 percent Senior Notes, the first of which is $100.0 due on June�1, 2020. We repaid the 4.78 percent Senior Notes on June�1, 2014. We may prepay at any time all or part of the Senior Notes at 100 percent of the principal amount thereof, together with accrued and unpaid interest, and any applicable make-whole amount.

We have available a $1.5 billion revolving credit facility with a group of 11 banks that matures in September 2018. Interest is payable either on a quarterly basis or at the end of the borrowing term. At October�31, 2014, we did not have a balance outstanding under the revolving credit facility.

During the second quarter of 2015, we entered into a commercial paper program under which we can issue short-term, unsecured commercial paper not to exceed $1.0 billion at any time. The commercial paper program is backed by our revolving credit facility and reduces what we can borrow under the revolving credit facility by the amount of commercial paper outstanding. Commercial paper will be used as a continuing source of short-term financing for general corporate purposes. As of October�31, 2014, we had $545.9 of short-term borrowings outstanding, all of which were issued under our commercial paper program at a weighted-average interest rate of 0.31 percent.

�

In the second quarter of 2014, we entered into an interest rate swap, with a notional amount of $750.0, on the 3.50 percent Senior Notes due October�15, 2021, converting the Senior Notes from a fixed- to a variable-rate basis. The interest rate swap was designated as a fair value hedge of the underlying debt obligation. At October�31, 2014, a net gain from changes in the fair value of the interest rate swap of $27.4 was recognized in interest expense with a corresponding offset due to changes in the fair value of the hedged underlying debt, resulting in no net impact to interest expense. For additional information, see Note 11: Derivative Financial Instruments.

Interest paid totaled $12.2 and $22.8 for the three months ended October�31, 2014 and 2013, respectively, and $36.9 and $45.2 for the six months ended October�31, 2014 and 2013, respectively. This differs from interest expense due to the timing of payments, amortization of fair value adjustments, effect of interest rate swap, amortization of debt issue costs, and interest capitalized.

Our debt instruments contain certain financial covenant restrictions including consolidated net worth, a leverage ratio, and an interest coverage ratio. We are in compliance with all covenants.

Note 8: Earnings per Share

The following table sets forth the computation of net income per common share and net income per common share � assuming dilution under the two-class method.

�

Three Months Ended October�31,

�

Six Months Ended October�31,

�

2014

�

2013

�

2014

�

2013

�

Net income

�

158.3

��

�

153.4

��

�

274.3

��

�

280.0

��

Net income allocated to participating securities

�

1.1

��

�

1.2

��

�

1.9

��

�

2.3

��

�

Net income allocated to common stockholders

�

157.2

��

�

152.2

��

�

272.4

��

�

277.7

��

�

Weighted-average common shares outstanding

�

101,123,147

��

�

104,311,146

��

�

101,075,885

��

�

104,694,335

��

Dilutive effect of stock options

�

3,250

��

�

15,251

��

�

5,860

��

�

16,003

��

�

Weighted-average common shares outstanding � assuming dilution

�

101,126,397

��

�

104,326,397

��

�

101,081,745

��

�

104,710,338

��

�

Net income per common share

�

1.55

��

�

1.46

��

�

2.69

��

�

2.65

��

�

Net income per common share � assuming dilution

�

1.55

��

�

1.46

��

�

2.69

��

�

2.65

��

�

Note 9: 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 October�31,

�

Defined�Benefit�Pension�Plans

�

Other�Postretirement�Benefits

�

2014

�

2013

�

2014

�

2013

�

Service cost

�

1.9

��

�

2.2

��

�

0.5

��

�

0.5

��

Interest cost

�

5.7

��

�

5.6

��

�

0.6

��

�

0.5

��

Expected return on plan assets

�

(6.2

)�

�

(6.4

)�

�

��

�

��

Recognized net actuarial loss

�

2.5

��

�

3.3

��

�

��

�

��

Prior service cost (credit)

�

0.3

��

�

0.3

��

�

(0.3

)�

�

(0.2

)�

�

Net periodic benefit cost

�

4.2

��

�

5.0

��

�

0.8

��

�

0.8

��

�

Six Months Ended October 31,

�

Defined�Benefit�Pension�Plans

�

Other�Postretirement�Benefits

�

2014

�

2013

�

2014

�

2013

�

Service cost

�

3.9

��

�

4.4

��

�

1.1

��

�

1.1

��

Interest cost

�

11.4

��

�

11.0

��

�

1.2

��

�

1.1

��

Expected return on plan assets

�

(12.5

)�

�

(12.8

)�

�

��

�

��

Recognized net actuarial loss

�

5.0

��

�

6.6

��

�

��

�

��

Prior service cost (credit)

�

0.5

��

�

0.6

��

�

(0.6

)�

�

(0.5

)�

�

Net periodic benefit cost

�

8.3

��

�

9.8

��

�

1.7

��

�

1.7

��

�

Note 10: 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. We cannot predict with certainty the ultimate results of these proceedings or reasonably determine a range of potential loss. Our policy is to accrue costs for contingent liabilities when such liabilities are probable and amounts can be reasonably estimated. Based on the information known to date, 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.

Note 11: Derivative Financial Instruments

We are exposed to market risks, such as changes in commodity prices, foreign currency exchange rates, and interest rates. To manage the volatility related to these exposures, we enter into various derivative transactions. We have policies in place that define acceptable instrument types we may enter into and establish controls to limit our market risk exposure.

Commodity Price Management: We enter into commodity futures and options contracts 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, edible oils, and flour. We also enter into commodity futures and options contracts to manage price risk for energy input costs, including natural gas and diesel fuel. The derivative instruments generally have maturities of less than one year.

Effective May�1, 2014, we elected to no longer qualify commodity derivatives for hedge accounting treatment and as a result the derivative gains and losses are immediately recognized in earnings. Prior to 2015, certain of our derivative instruments met the hedge criteria and were accounted for as cash flow hedges. The mark-to-market gains and losses on qualifying hedges were deferred and included as a component of accumulated other comprehensive loss to the extent effective, and reclassified to cost of products sold in the period during which the hedged transaction affected earnings. The deferred net gains included in accumulated other

�

comprehensive loss, net of tax, were $18.3 at April�30, 2014, and $6.5 at October�31, 2014. Although we no longer perform the assessments required to achieve hedge accounting for derivative positions, we believe all of our commodity derivatives are economic hedges of our risk exposure.

The commodities hedged have a high inverse correlation to price changes of the derivative commodity instrument. Thus, we would expect that any gain or loss in the estimated fair value of the derivatives would generally be offset by an increase or decrease in the estimated fair value of the underlying exposure.

Foreign Currency Exchange Rate Hedging: We utilize foreign currency forwards and options contracts to manage the effect of foreign currency exchange fluctuations on future cash payments primarily related to purchases of certain raw materials and finished goods in Canada. The contracts generally have maturities of less than one year.

Effective May�1, 2014, we elected to no longer qualify instruments used to manage foreign currency exchange exposures for hedge accounting treatment. Prior to 2015, instruments used to manage foreign currency exchange exposures did not qualify for hedge accounting treatment and the change in value of these instruments was immediately recognized in cost of products sold.

Interest Rate Hedging: We utilize derivative instruments to manage changes in the fair value and cash flows of our debt. Interest rate swaps mitigate the risk associated with the underlying hedged item. At the inception of the contract, the instrument is evaluated and documented for hedge accounting treatment. If the contract is designated as a cash flow hedge, the mark-to-market gains and losses on the swap are deferred and included as a component of accumulated other comprehensive loss to the extent effective, and reclassified to interest expense in the period during which the hedged transaction affects earnings. If the contract is designated as a fair value hedge, the interest rate swap would be recognized at fair value on the balance sheet and changes in the fair value would be recognized in interest expense. Generally, changes in the fair value of the derivative are equal to changes in the fair value of the underlying debt and have no impact on earnings.

During 2014, we entered into an interest rate swap on the 3.50 percent Senior Notes due October�15, 2021, which was designated as a fair value hedge and used to hedge against the changes in the fair value of the debt. We receive cash flows from the counterparty at a fixed rate and pay the counterparty variable rates based on LIBOR. The difference between the fixed rate and variable rates resulted in a favorable impact to interest expense for the three and six months ended October�31, 2014. The interest rate swap was recognized at fair value in the Condensed Consolidated Balance Sheets at October�31, 2014 and April�30, 2014, and changes in the fair value were recognized in interest expense. The net gain of $27.4 recognized on the derivative instrument at the end of the second quarter had no net impact to earnings, as the change in the fair value of the derivative was equal to the change in fair value of the underlying debt.

�

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

�

��

October�31, 2014

�

��

April�30, 2014

�

��

Other
Current
Assets

�

��

Other
Current
Liabilities

�

��

Other
Noncurrent
Assets

�

��

Other
Current
Assets

�

��

Other
Current
Liabilities

�

��

Other
Noncurrent
Liabilities

�

Derivatives designated as hedging instruments:

��

Interest rate contract

��

16.5

��

10.9

��

18.0

��

3.1

��

Commodity contracts

��

�

��

�

��

�

��

�

23.4

��

�

10.9

��

�

��

�

��

�

��

�

��

�

��

�

��

�

Total derivatives designated as hedging instruments

��

16.5

��

10.9

��

41.4

��

10.9

��

3.1

��

�

��

�

��

�

��

�

��

�

��

�

Derivatives not designated as hedging instruments:

��

Commodity contracts

��

9.2

��

11.0

��

0.2

��

11.6

��

5.8

��

Foreign currency exchange contracts

��

�

3.1

��

�

��

�

��

�

1.4

��

�

0.7

��

�

��

�

��

�

��

�

��

�

��

�

��

�

Total derivatives not designated as hedging instruments

��

12.3

��

11.0

��

0.2

��

13.0

��

6.5

��

�

��

�

��

�

��

�

��

�

��

�

Total derivative instruments

��

28.8

��

11.0

��

11.1

��

54.4

��

17.4

��

3.1

��

�

��

�

��

�

��

�

��

�

��

�

We have elected to not offset fair value amounts recognized for our exchange-traded commodity derivative instruments and our cash margin accounts executed with the same counterparty that are generally subject to enforceable netting agreements. We are required to maintain cash margin accounts in connection with funding the settlement of our open positions. At October�31, 2014 and April�30, 2014, we maintained cash margin account balances of $9.4 and $8.1, respectively, included in other current assets in the Condensed Consolidated Balance Sheets. The change in the cash margin account balances is included in other � net, investing 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.

The following table presents information on pre-tax commodity contract gains and losses recognized on derivatives designated as cash flow hedges prior to May�1, 2014, and pre-tax losses related to the termination of a prior interest rate swap.

�

Three�Months�Ended�October�31,

�

Six�Months�Ended�October�31,

�

2014

�

2013

�

2014

�

2013

�

Losses recognized in other comprehensive loss (effective portion)

�

��

�

(4.6

)�

�

��

�

(10.6

)�

Gains (losses) reclassified from accumulated other comprehensive loss to cost of products sold (effective portion)

�

11.8

��

�

(3.9

)�

�

18.8

��

�

(12.7

)�

Losses reclassified from accumulated other comprehensive loss to interest expense (effective portion)

�

(0.2

)�

�

(0.2

)�

�

(0.3

)�

�

(0.3

)�

�

Change in accumulated other comprehensive loss

�

(11.6

)�

�

(0.5

)�

�

(18.5

)�

�

2.4

��

�

Included as a component of accumulated other comprehensive loss were deferred pre-tax net gains of $10.3 and $29.1 at October�31, 2014 and April�30, 2014, respectively, related to commodity contracts. The related tax expense recognized in accumulated other comprehensive loss was $3.8 and $10.8 at October�31, 2014 and April�30, 2014, respectively. The entire amount included in accumulated other comprehensive loss is expected to be recognized in earnings this fiscal year as the related commodities are sold.

Included as a component of accumulated other comprehensive loss were deferred pre-tax losses of $4.5 and $4.8 at October�31, 2014 and April�30, 2014, respectively, related to the termination of a prior interest rate swap in October 2011 on the 3.50 percent Senior Notes due October�15, 2021. The related tax benefit recognized in accumulated other comprehensive loss was $1.5 and $1.7 at October�31, 2014 and April�30, 2014, respectively. Approximately $0.6 of the pre-tax loss will be recognized over the next 12 months.

�

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

�

Three�Months�Ended�October�31,

�

Six�Months�Ended�October�31,

�

2014

�

2013

�

2014

�

2013

�

Gains (losses) on commodity contracts

�

0.7

��

�

(1.2

)�

�

(20.4

)�

�

(3.1

)�

Gains on foreign currency exchange contracts

�

3.0

��

�

0.8

��

�

2.4

��

�

1.9

��

�

Total gains (losses) recognized in cost of products sold

�

3.7

��

�

(0.4

)�

�

(18.0

)�

�

(1.2

)�

�

Commodity and foreign currency exchange derivative gains and losses are reported in unallocated derivative gains and losses outside of segment operating results until the related inventory is sold. At that time, we reclassify the hedge gains and losses from unallocated derivative gains and losses to segment profit, allowing our segments to realize the economic effect of the hedge without experiencing any mark-to-market volatility. The following table presents the activity in unallocated derivative gains and losses.

�

Three�Months�Ended�October�31,

�

Six�Months�Ended�October�31,

�

2014

�

2013

�

2014

�

2013

�

Net gains (losses) on mark-to-market valuation of unallocated derivative positions

�

3.7

��

�

(0.4

)�

�

(18.0

)�

�

(1.2

)�

Net losses (gains) on derivative positions reclassified to segment operating profit

�

3.9

��

�

(1.1

)�

�

4.2

��

�

4.3

��

�

Net mark-to-market valuation of certain derivative positions recognized in unallocated derivative gains (losses)

�

7.6

��

�

(1.5

)�

�

(13.8

)�

�

3.1

��

�

As of October�31, 2014, net realized losses of $2.1 were included in unallocated derivative gains and losses.

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

�


�	��	October�31,�2014		�	��	April�30,�2014		�
Commodity contracts	��	$	426.6	��	��	$	790.3	��
Foreign currency exchange contracts	��	�	99.0	��	��	�	158.1	��
Interest rate contract	��	�	750.0	��	��	�	750.0	��

Note 12: Other Financial Instruments and Fair Value Measurements

Financial instruments, other than derivatives, that potentially subject us to significant concentrations of credit risk consist principally of cash investments and trade receivables. The carrying value of these financial instruments approximates fair value. Our other financial instruments, with the exception of long-term debt, are recognized at estimated fair value in the Condensed Consolidated Balance Sheets.

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

�

October�31, 2014

�

April�30, 2014

�

Carrying
Amount

�

Fair Value

�

Carrying
Amount

�

Fair Value

�

Other investments

�

55.2

��

�

55.2

��

�

55.4

��

�

55.4

��

Derivative financial instruments � net

�

28.9

��

�

28.9

��

�

33.9

��

�

33.9

��

Long-term debt

�

(1,890.8

)�

�

(2,134.8

)�

�

(1,979.8

)�

�

(2,239.1

)�

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions.

�

The following tables summarize the fair values and the levels within the fair value hierarchy in which the fair value measurements fall for our financial instruments.

�

��

Quoted�Prices�in
Active�Markets�for
Identical Assets
(Level 1)

�

Significant
Observable
Inputs
(Level 2)

�

Significant
Unobservable
Inputs
(Level�3)

�

��

Fair�Value�at
October 31,
2014

�

Other investments: ^(A)

��

�

��

Equity mutual funds

��

12.6

��

�

��

�

��

12.6

��

Municipal obligations

��

�

��

�

38.7

��

�

��

�

38.7

��

Money market funds

��

�

3.9

��

�

��

�

��

�

3.9

��

Derivative financial instruments: ^(B)

��

�

��

Commodity contracts � net

��

�

(1.5

)�

�

(0.1

)�

�

��

�

(1.6

)�

Foreign currency exchange contracts � net

��

�

0.1

��

�

3.0

��

�

��

�

3.1

��

Interest rate contract � net

��

�

��

�

27.4

��

�

��

�

27.4

��

Long-term debt ^(C)

��

�

(784.5

)�

�

(1,350.3

)�

�

��

�

(2,134.8

)�

��

�

��

�

Total financial instruments measured at fair value

��

(769.4

)�

�

(1,281.3

)�

�

��

(2,050.7

)�

��

�

��

�

��

Quoted�Prices�in
Active�Markets�for
Identical Assets
(Level 1)

�

Significant
Observable
Inputs
(Level 2)

�

Significant
Unobservable
Inputs
(Level�3)

�

��

Fair�Value�at
April 30,
2014

�

Other investments: ^(A)

��

�

��

Equity mutual funds

��

12.0

��

�

��

�

��

12.0

��

Municipal obligations

��

�

��

�

34.4

��

�

��

�

34.4

��

Money market funds

��

�

9.0

��

�

��

�

��

�

9.0

��

Derivative financial instruments: ^(B)

��

�

��

Commodity contracts � net

��

�

13.5

��

�

4.8

��

�

��

�

18.3

��

Foreign currency exchange contracts � net

��

�

��

�

0.7

��

�

��

�

0.7

��

Interest rate contract � net

��

�

��

�

14.9

��

�

��

�

14.9

��

Long-term debt ^(C)

��

�

(772.0

)�

�

(1,467.1

)�

�

��

�

(2,239.1

)�

��

�

��

�

Total financial instruments measured at fair value

��

(737.5

)�

�

(1,412.3

)�

�

��

(2,149.8

)�

��

�

��

�

(A)

Other investments consist of funds maintained for the payment of benefits associated with nonqualified retirement plans. The funds include equity securities listed in active markets, municipal obligations valued by a third party using valuation techniques that utilize inputs which 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 October�31, 2014, our municipal obligations are scheduled to mature as follows: $6.3 in 2015, $0.5 in 2016, $1.7 in 2017, $1.1 in 2018, and the remaining $29.1 in 2019 and beyond.

(B)

Level 1 commodity contract and foreign currency exchange derivatives are valued using quoted market prices for identical instruments in active markets. Level 2 commodity contract and foreign currency exchange derivatives are valued using quoted prices for similar assets or liabilities in active markets. The Level 2 interest rate contract derivative is valued using the income approach, observable Level 2 market expectations at the measurement date, and standard valuation techniques to convert future amounts to a single discounted present value. Level 2 inputs for the interest rate contract are limited to quoted prices for similar assets or liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability. For additional information, see Note 11: Derivative Financial Instruments.

(C)

Long-term debt is comprised of public Senior Notes classified as Level 1 and private Senior Notes classified as Level 2. The public Senior Notes are traded in an active secondary market and valued using quoted prices. The value of the private Senior Notes is based on the net present value of each interest and principal payment calculated, utilizing an interest rate derived from a fair market yield curve. For additional information, see Note 7: Debt and Financing Arrangements.

�

Note 13: Income Taxes

During the three-month and six-month period ended October�31, 2014, the effective income tax rate varied from the U.S. statutory income tax rate primarily due to the domestic manufacturing deduction, partially offset by state income taxes.

Within the next 12 months, it is reasonably possible that we could decrease our unrecognized tax benefits by an additional $0.4, primarily as a result of expiring statute of limitations periods.

Note 14: Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss, including the reclassification adjustments for items that are reclassified from accumulated other comprehensive loss to net income, are shown below.

�

��

Foreign
Currency
Translation
Adjustment

�

Unrealized
Gain on
Cash�Flow
Hedging
Derivatives�^(A)

�

Pension and
Other
Postretirement
Liabilities ^(B)

�

Unrealized�Gain
on Available-
for-Sale
Securities

�

Accumulated
Other
Comprehensive
Loss

�

Balance at May�1, 2014

��

31.7

��

�

15.3

��

�

(102.0

)�

�

3.4

��

�

(51.6

)�

Reclassification adjustments

��

�

��

�

(18.5

)�

�

4.0

��

�

��

�

(14.5

)�

Current period (charge) credit

��

�

(14.4

)�

�

��

�

0.6

��

�

0.9

��

�

(12.9

)�

Income tax benefit (expense)

��

�

��

�

6.8

��

�

(1.7

)�

�

(0.3

)�

�

4.8

��

�

Balance at October�31, 2014

��

17.3

��

�

3.6

��

�

(99.1

)�

�

4.0

��

�

(74.2

)�

��

�

��

Foreign
Currency
Translation
Adjustment

�

Unrealized
Loss on
Cash�Flow
Hedging
Derivatives�^(A)

�

Pension and
Other
Postretirement
Liabilities ^(B)

�

Unrealized�Gain
on Available-
for-Sale
Securities

�

Accumulated
Other
Comprehensive
Loss

�

Balance at May�1, 2013

��

61.5

��

�

(11.2

)�

�

(131.4

)�

�

4.5

��

�

(76.6

)�

Reclassification adjustments

��

�

��

�

13.0

��

�

6.0

��

�

��

�

19.0

��

Current period (charge) credit

��

�

(10.6

)�

�

(10.6

)�

�

(2.2

)�

�

0.2

��

�

(23.2

)�

Income tax expense

��

�

��

�

(0.8

)�

�

(1.3

)�

�

(0.1

)�

�

(2.2

)�

��

�

Balance at October�31, 2013

��

50.9

��

�

(9.6

)�

�

(128.9

)�

�

4.6

��

�

(83.0

)�

��

�

(A)

Of the total gains and losses reclassified from accumulated other comprehensive loss, $18.8 of income and $12.7 of expense was reclassified to cost of products sold related to commodity derivatives for the six months ended October�31, 2014 and 2013, respectively. Of the total gains and losses reclassified from accumulated other comprehensive loss, $0.3 of expense was reclassified to interest expense related to the terminated interest rate swap for the six months ended October�31, 2014 and 2013.

(B)	Amortization of net losses was reclassified from accumulated other comprehensive loss to selling, distribution, and administrative expenses.

Note 15: Guarantor and Non-Guarantor Financial Information

Our 3.50 percent Senior Notes due October�15, 2021, are fully and unconditionally guaranteed, on a joint and several basis, by J.M. Smucker LLC and The Folgers Coffee Company (the �subsidiary guarantors�), which are 100 percent wholly-owned subsidiaries of the Company. A subsidiary guarantor will be released from its obligations under the indenture governing the notes (a)�if we exercise our legal or covenant defeasance option or if our obligations under the indenture are discharged in accordance with the terms of the indenture or (b) upon delivery of an officer�s certificate to the trustee that the subsidiary guarantor does not guarantee our obligations under any of our other primary senior indebtedness and that any other guarantees of such primary senior indebtedness of the subsidiary guarantor have been released other than through discharges as a result of payment by such guarantor on such guarantees.

�

Condensed consolidating financial statements for the Company, the subsidiary guarantors, and the other subsidiaries of the Company that are not guaranteeing the indebtedness under the 3.50 percent Senior Notes (the �non-guarantor subsidiaries�) are provided below. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions, including transactions with our 100 percent wholly-owned subsidiary guarantors and non-guarantor subsidiaries. We have accounted for investments in subsidiaries using the equity method.

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

�

��

Three Months Ended October�31, 2014

�

��

The�J.M.�Smucker
Company (Parent)

�

Subsidiary
Guarantors

�

Non-Guarantor
Subsidiaries

�

Eliminations

�

Consolidated

�

Net sales

��

804.6

��

�

346.4

��

�

1,785.6

��

�

(1,454.8

)�

�

1,481.8

��

Cost of products sold

��

�

650.0

��

�

313.4

��

�

1,444.6

��

�

(1,462.7

)�

�

945.3

��

�

Gross Profit

��

�

154.6

��

�

33.0

��

�

341.0

��

�

7.9

��

�

536.5

��

Selling, distribution, and administrative expenses and other special project costs

��

�

50.5

��

�

14.0

��

�

190.7

��

�

��

�

255.2

��

Amortization

��

�

1.1

��

�

��

�

24.1

��

�

��

�

25.2

��

Other operating (income) expense � net

��

�

(0.3

)�

�

1.5

��

�

0.1

��

�

��

�

1.3

��

�

Operating Income

��

�

103.3

��

�

17.5

��

�

126.1

��

�

7.9

��

�

254.8

��

Interest (expense) income � net

��

�

(16.4

)�

�

0.3

��

�

(0.1

)�

�

��

�

(16.2

)�

Other income � net

��

�

0.2

��

�

��

�

0.1

��

�

��

�

0.3

��

Equity in net earnings of subsidiaries

��

�

104.3

��

�

35.6

��

�

17.5

��

�

(157.4

)�

�

��

�

Income Before Income Taxes

��

�

191.4

��

�

53.4

��

�

143.6

��

�

(149.5

)�

�

238.9

��

Income taxes

��

�

33.1

��

�

0.1

��

�

47.4

��

�

��

�

80.6

��

�

Net Income

��

158.3

��

�

53.3

��

�

96.2

��

�

(149.5

)�

�

158.3

��

Other comprehensive (loss) income, net of tax

��

�

(17.3

)�

�

(6.8

)�

�

(18.8

)�

�

25.6

��

�

(17.3

)�

��

�

Comprehensive Income

��

141.0

��

�

46.5

��

�

77.4

��

�

(123.9

)�

�

141.0

��

�

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

�

��

Three Months Ended October�31, 2013

�

��

The�J.M.�Smucker
Company (Parent)

�

Subsidiary
Guarantors

�

Non-Guarantor
Subsidiaries

�

Eliminations

�

Consolidated

�

Net sales

��

852.6

��

�

377.5

��

�

1,855.2

��

�

(1,525.4

)�

�

1,559.9

��

Cost of products sold

��

�

692.6

��

�

345.8

��

�

1,487.0

��

�

(1,518.1

)�

�

1,007.3

��

�

Gross Profit

��

�

160.0

��

�

31.7

��

�

368.2

��

�

(7.3

)�

�

552.6

��

Selling, distribution, and administrative expenses and other special project costs

��

�

55.4

��

�

12.4

��

�

209.4

��

�

��

�

277.2

��

Amortization

��

�

1.0

��

�

��

�

23.7

��

�

��

�

24.7

��

Other operating expense (income) � net

��

�

0.1

��

�

0.3

��

�

(0.5

)�

�

��

�

(0.1

)�

��

�

Operating Income

��

�

103.5

��

�

19.0

��

�

135.6

��

�

(7.3

)�

�

250.8

��

Interest (expense) income � net

��

�

(20.4

)�

�

0.3

��

�

(0.4

)�

�

��

�

(20.5

)�

Other expense � net

��

�

��

�

(0.3

)�

�

��

�

��

�

(0.3

)�

Equity in net earnings of subsidiaries

��

�

95.5

��

�

39.3

��

�

18.7

��

�

(153.5

)�

�

��

�

Income Before Income Taxes

��

�

178.6

��

�

58.3

��

�

153.9

��

�

(160.8

)�

�

230.0

��

Income taxes

��

�

25.2

��

�

0.1

��

�

51.3

��

�

��

�

76.6

��

�

Net Income

��

153.4

��

�

58.2

��

�

102.6

��

�

(160.8

)�

�

153.4

��

Other comprehensive (loss) income, net of tax

��

�

(3.7

)�

�

3.2

��

�

(4.6

)�

�

1.4

��

�

(3.7

)�

��

�

Comprehensive Income

��

149.7

��

�

61.4

��

�

98.0

��

�

(159.4

)�

�

149.7

��

�

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

�

��

Six Months Ended October�31, 2014

�

��

The�J.M.�Smucker
Company (Parent)

�

Subsidiary
Guarantors

�

Non-Guarantor
Subsidiaries

�

Eliminations

�

Consolidated

�

Net sales

��

1,511.7

��

�

636.8

��

�

3,303.4

��

�

(2,646.3

)�

�

2,805.6

��

Cost of products sold

��

�

1,232.8

��

�

576.6

��

�

2,625.8

��

�

(2,644.8

)�

�

1,790.4

��

�

Gross Profit

��

�

278.9

��

�

60.2

��

�

677.6

��

�

(1.5

)�

�

1,015.2

��

Selling, distribution, and administrative expenses and other special project costs

��

�

103.3

��

�

26.2

��

�

387.7

��

�

��

�

517.2

��

Amortization

��

�

2.1

��

�

��

�

48.0

��

�

��

�

50.1

��

Other operating (income) expense � net

��

�

(0.3

)�

�

1.9

��

�

(0.1

)�

�

��

�

1.5

��

�

Operating Income

��

�

173.8

��

�

32.1

��

�

242.0

��

�

(1.5

)�

�

446.4

��

Interest (expense) income � net

��

�

(34.0

)�

�

0.6

��

�

(0.2

)�

�

��

�

(33.6

)�

Other income � net

��

�

1.5

��

�

��

�

0.1

��

�

��

�

1.6

��

Equity in net earnings of subsidiaries

��

�

181.8

��

�

74.4

��

�

32.1

��

�

(288.3

)�

�

��

�

Income Before Income Taxes

��

�

323.1

��

�

107.1

��

�

274.0

��

�

(289.8

)�

�

414.4

��

Income taxes

��

�

48.8

��

�

0.2

��

�

91.1

��

�

��

�

140.1

��

�

Net Income

��

274.3

��

�

106.9

��

�

182.9

��

�

(289.8

)�

�

274.3

��

Other comprehensive (loss) income, net of tax

��

�

(22.6

)�

�

(10.8

)�

�

(25.8

)�

�

36.6

��

�

(22.6

)�

��

�

Comprehensive Income

��

251.7

��

�

96.1

��

�

157.1

��

�

(253.2

)�

�

251.7

��

�

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

�

��

Six Months Ended October�31, 2013

�

��

The�J.M.�Smucker
Company (Parent)

�

Subsidiary
Guarantors

�

Non-Guarantor
Subsidiaries

�

Eliminations

�

Consolidated

�

Net sales

��

1,588.6

��

�

680.9

��

�

3,448.6

��

�

(2,807.3

)�

�

2,910.8

��

Cost of products sold

��

�

1,293.0

��

�

623.2

��

�

2,744.9

��

�

(2,795.8

)�

�

1,865.3

��

�

Gross Profit

��

�

295.6

��

�

57.7

��

�

703.7

��

�

(11.5

)�

�

1,045.5

��

Selling, distribution, and administrative expenses and other special project costs

��

�

104.0

��

�

23.3

��

�

405.9

��

�

��

�

533.2

��

Amortization

��

�

2.1

��

�

��

�

47.1

��

�

��

�

49.2

��

Other operating (income) expense � net

��

�

(1.4

)�

�

0.1

��

�

0.3

��

�

��

�

(1.0

)�

��

�

Operating Income

��

�

190.9

��

�

34.3

��

�

250.4

��

�

(11.5

)�

�

464.1

��

Interest (expense) income � net

��

�

(44.4

)�

�

0.6

��

�

(0.5

)�

�

��

�

(44.3

)�

Other expense � net

��

�

��

�

(0.2

)�

�

(0.1

)�

�

��

�

(0.3

)�

Equity in net earnings of subsidiaries

��

�

178.1

��

�

72.2

��

�

34.1

��

�

(284.4

)�

�

��

�

Income Before Income Taxes

��

�

324.6

��

�

106.9

��

�

283.9

��

�

(295.9

)�

�

419.5

��

Income taxes

��

�

44.6

��

�

0.2

��

�

94.7

��

�

��

�

139.5

��

�

Net Income

��

280.0

��

�

106.7

��

�

189.2

��

�

(295.9

)�

�

280.0

��

Other comprehensive (loss) income, net of tax

��

�

(6.4

)�

�

5.1

��

�

(8.5

)�

�

3.4

��

�

(6.4

)�

��

�

Comprehensive Income

��

273.6

��

�

111.8

��

�

180.7

��

�

(292.5

)�

�

273.6

��

�

CONDENSED CONSOLIDATING BALANCE SHEETS

�

��

October�31, 2014

�

��

The�J.M.�Smucker
Company (Parent)

�

��

Subsidiary
Guarantors

�

��

Non-Guarantor
Subsidiaries

�

��

Eliminations

�

Consolidated

�

ASSETS

��

�

Current Assets

��

�

Cash and cash equivalents

��

�

10.5

��

�

��

�

94.8

��

�

��

�

105.3

��

Inventories

��

�

��

�

170.8

��

�

895.9

��

�

(1.5

)�

�

1,065.2

��

Other current assets

��

�

473.7

��

�

6.9

��

�

94.5

��

�

(19.8

)�

�

555.3

��

�

��

�

��

�

��

�

Total Current Assets

��

�

484.2

��

�

177.7

��

�

1,085.2

��

�

(21.3

)�

�

1,725.8

��

Property, Plant, and Equipment � Net

��

�

242.5

��

�

567.0

��

�

495.5

��

�

��

�

1,305.0

��

Investments in Subsidiaries

��

�

8,607.0

��

�

4,127.7

��

�

254.5

��

�

(12,989.2

)�

�

��

Intercompany Receivable

��

�

��

�

320.6

��

�

1,165.7

��

�

(1,486.3

)�

�

��

Other Noncurrent Assets

��

�

Goodwill

��

�

1,082.0

��

�

��

�

2,060.6

��

�

��

�

3,142.6

��

Other intangible assets � net

��

�

503.3

��

�

��

�

2,500.4

��

�

��

�

3,003.7

��

Other noncurrent assets

��

�

81.8

��

�

10.8

��

�

65.1

��

�

��

�

157.7

��

�

��

�

��

�

��

�

Total Other Noncurrent Assets

��

�

1,667.1

��

�

10.8

��

�

4,626.1

��

�

��

�

6,304.0

��

�

��

�

��

�

��

�

Total Assets

��

�

11,000.8

��

�

5,203.8

��

�

7,627.0

��

�

(14,496.8

)�

�

9,334.8

��

�

��

�

��

�

��

�

LIABILITIES AND SHAREHOLDERS� EQUITY

��

�

Current Liabilities

��

�

756.5

��

�

87.3

��

�

180.1

��

�

(19.8

)�

�

1,004.1

��

Noncurrent Liabilities

��

�

Long-term debt

��

�

1,890.8

��

�

��

�

��

�

��

�

1,890.8

��

Deferred income taxes

��

�

109.4

��

�

��

�

918.8

��

�

��

�

1,028.2

��

Intercompany payable

��

�

2,858.6

��

�

��

�

��

�

(2,858.6

)�

�

��

Other noncurrent liabilities

��

�

220.5

��

�

12.8

��

�

13.4

��

�

��

�

246.7

��

�

��

�

��

�

��

�

Total Noncurrent Liabilities

��

�

5,079.3

��

�

12.8

��

�

932.2

��

�

(2,858.6

)�

�

3,165.7

��

�

��

�

��

�

��

�

Total Liabilities

��

�

5,835.8

��

�

100.1

��

�

1,112.3

��

�

(2,878.4

)�

�

4,169.8

��

�

��

�

��

�

��

�

Total Shareholders� Equity

��

�

5,165.0

��

�

5,103.7

��

�

6,514.7

��

�

(11,618.4

)�

�

5,165.0

��

�

��

�

��

�

��

�

Total Liabilities and Shareholders� Equity

��

�

11,000.8

��

�

5,203.8

��

�

7,627.0

��

�

(14,496.8

)�

�

9,334.8

��

�

��

�

��

�

��

�

CONDENSED CONSOLIDATING BALANCE SHEETS

�

��

April�30, 2014

�

��

The�J.M.�Smucker
Company (Parent)

�

��

Subsidiary
Guarantors

�

��

Non-Guarantor
Subsidiaries

�

��

Eliminations

�

Consolidated

�

ASSETS

��

�

Current Assets

��

�

Cash and cash equivalents

��

6.8

��

146.7

��

�

153.5

��

Inventories

��

�

��

�

173.3

��

�

761.4

��

�

(3.7

)�

�

931.0

��

Other current assets

��

�

360.2

��

�

9.9

��

�

94.6

��

�

(10.1

)�

�

454.6

��

�

��

�

��

�

��

�

Total Current Assets

��

�

367.0

��

�

183.2

��

�

1,002.7

��

�

(13.8

)�

�

1,539.1

��

Property, Plant, and Equipment � Net

��

�

233.6

��

�

551.1

��

�

480.9

��

�

��

�

1,265.6

��

Investments in Subsidiaries

��

�

8,367.6

��

�

4,063.3

��

�

237.9

��

�

(12,668.8

)�

�

��

Intercompany Receivable

��

�

��

�

315.5

��

�

1,132.2

��

�

(1,447.7

)�

�

��

Other Noncurrent Assets

��

�

Goodwill

��

�

1,082.0

��

�

��

�

2,016.2

��

�

��

�

3,098.2

��

Other intangible assets � net

��

�

505.5

��

�

��

�

2,518.8

��

�

��

�

3,024.3

��

Other noncurrent assets

��

�

70.4

��

�

11.1

��

�

63.4

��

�

��

�

144.9

��

�

��

�

��

�

��

�

Total Other Noncurrent Assets

��

�

1,657.9

��

�

11.1

��

�

4,598.4

��

�

��

�

6,267.4

��

�

��

�

��

�

��

�

Total Assets

��

10,626.1

��

5,124.2

��

7,452.1

��

(14,130.3

)�

�

9,072.1

��

�

��

�

��

�

��

�

LIABILITIES AND SHAREHOLDERS� EQUITY

��

�

Current Liabilities

��

595.9

��

103.8

��

201.4

��

(10.1

)�

�

891.0

��

Noncurrent Liabilities

��

�

Long-term debt

��

�

1,879.8

��

�

��

�

��

�

��

�

1,879.8

��

Deferred income taxes

��

�

107.6

��

�

��

�

913.1

��

�

��

�

1,020.7

��

Intercompany payable

��

�

2,792.9

��

�

��

�

��

�

(2,792.9

)�

�

��

Other noncurrent liabilities

��

�

220.3

��

�

12.8

��

�

17.9

��

�

��

�

251.0

��

�

��

�

��

�

��

�

Total Noncurrent Liabilities

��

�

5,000.6

��

�

12.8

��

�

931.0

��

�

(2,792.9

)�

�

3,151.5

��

�

��

�

��

�

��

�

Total Liabilities

��

�

5,596.5

��

�

116.6

��

�

1,132.4

��

�

(2,803.0

)�

�

4,042.5

��

�

��

�

��

�

��

�

Total Shareholders� Equity

��

�

5,029.6

��

�

5,007.6

��

�

6,319.7

��

�

(11,327.3

)�

�

5,029.6

��

�

��

�

��

�

��

�

Total Liabilities and Shareholders� Equity

��

10,626.1

��

5,124.2

��

7,452.1

��

(14,130.3

)�

�

9,072.1

��

�

��

�

��

�

��

�

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

�

Six Months Ended October�31, 2014

�

The�J.M.�Smucker
Company (Parent)

�

Subsidiary
Guarantors

�

Non-Guarantor
Subsidiaries

�

Eliminations

�

Consolidated

�

Net Cash (Used for) Provided by Operating Activities

�

(26.1

)�

�

51.7

��

�

58.3

��

�

��

�

83.9

��

�

Investing Activities

�

Businesses acquired, net of cash acquired

�

��

�

��

�

(80.3

)�

�

��

�

(80.3

)�

Additions to property, plant, and equipment

�

(24.2

)�

�

(44.3

)�

�

(45.2

)�

�

��

�

(113.7

)�

Equity investments in subsidiaries

�

(83.3

)�

�

��

�

��

�

83.3

��

�

��

Proceeds from disposal of property, plant, and equipment

�

��

�

1.1

��

�

0.1

��

�

��

�

1.2

��

(Disbursements of) repayments from intercompany loans

�

��

�

(5.1

)�

�

(60.5

)�

�

65.6

��

�

��

Other � net

�

��

�

(3.4

)�

�

2.1

��

�

��

�

(1.3

)�

�

Net Cash (Used for) Provided by Investing Activities

�

(107.5

)�

�

(51.7

)�

�

(183.8

)�

�

148.9

��

�

(194.1

)�

�

Financing Activities

�

Revolving credit facility � net

�

297.5

��

�

��

�

��

�

��

�

297.5

��

Repayments of long-term debt

�

(100.0

)�

�

��

�

��

�

��

�

(100.0

)�

Quarterly dividends paid

�

(123.9

)�

�

��

�

��

�

��

�

(123.9

)�

Purchase of treasury shares

�

(11.3

)�

�

��

�

��

�

��

�

(11.3

)�

Proceeds from stock option exercises

�

0.8

��

�

��

�

��

�

��

�

0.8

��

Investments in subsidiaries

�

��

�

��

�

83.3

��

�

(83.3

)�

�

��

Intercompany payable

�

65.6

��

�

��

�

��

�

(65.6

)�

�

��

Other � net

�

8.6

��

�

��

�

��

�

��

�

8.6

��

�

Net Cash Provided by (Used for) Financing Activities

�

137.3

��

�

��

�

83.3

��

�

(148.9

)�

�

71.7

��

Effect of exchange rate changes on cash

�

��

�

��

�

(9.7

)�

�

��

�

(9.7

)�

�

Net increase (decrease) in cash and cash equivalents

�

3.7

��

�

��

�

(51.9

)�

�

��

�

(48.2

)�

Cash and cash equivalents at beginning of period

�

6.8

��

�

��

�

146.7

��

�

��

�

153.5

��

�

Cash and Cash Equivalents at End of Period

�

10.5

��

�

��

�

94.8

��

�

��

�

105.3

��

�

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

�

Six Months Ended October�31, 2013

�

The�J.M.�Smucker
Company (Parent)

�

Subsidiary
Guarantors

�

Non-Guarantor
Subsidiaries

�

Eliminations

�

Consolidated

�

Net Cash (Used for) Provided by Operating Activities

�

(79.4

)�

�

(14.3

)�

�

261.7

��

�

��

�

168.0

��

�

Investing Activities

�

Businesses acquired, net of cash acquired

�

��

�

��

�

(102.0

)�

�

��

�

(102.0

)�

Additions to property, plant, and equipment

�

(12.0

)�

�

(45.5

)�

�

(25.9

)�

�

��

�

(83.4

)�

Equity investments in subsidiaries

�

(102.0

)�

�

��

�

��

�

102.0

��

�

��

Proceeds from disposal of property, plant, and equipment

�

��

�

0.4

��

�

1.0

��

�

��

�

1.4

��

Repayments from (disbursements of) intercompany loans

�

��

�

59.7

��

�

(221.9

)�

�

162.2

��

�

��

Other � net

�

(3.1

)�

�

(0.3

)�

�

(5.5

)�

�

��

�

(8.9

)�

�

Net Cash (Used for) Provided by Investing Activities

�

(117.1

)�

�

14.3

��

�

(354.3

)�

�

264.2

��

�

(192.9

)�

�

Financing Activities

�

Revolving credit facility - net

�

207.0

��

�

��

�

��

�

��

�

207.0

��

Quarterly dividends paid

�

(116.4

)�

�

��

�

��

�

��

�

(116.4

)�

Purchase of treasury shares

�

(165.5

)�

�

��

�

��

�

��

�

(165.5

)�

Proceeds from stock option exercises

�

0.3

��

�

��

�

��

�

��

�

0.3

��

Investments in subsidiaries

�

��

�

��

�

102.0

��

�

(102.0

)�

�

��

Intercompany payable

�

162.2

��

�

��

�

��

�

(162.2

)�

�

��

Other � net

�

6.4

��

�

��

�

(7.7

)�

�

��

�

(1.3

)�

�

Net Cash Provided by (Used for) Financing Activities

�

94.0

��

�

��

�

94.3

��

�

(264.2

)�

�

(75.9

)�

Effect of exchange rate changes

�

��

�

��

�

(5.1

)�

�

��

�

(5.1

)�

�

Net decrease in cash and cash equivalents

�

(102.5

)�

�

��

�

(3.4

)�

�

��

�

(105.9

)�

Cash and cash equivalents at beginning of period

�

108.0

��

�

��

�

148.4

��

�

��

�

256.4

��

�

Cash and Cash Equivalents at End of Period

�

5.5

��

�

��

�

145.0

��

�

��

�

150.5

��

�

Item�2.

Management�s Discussion and Analysis of Financial Condition and Results of Operations.

(Dollars 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-month and six-month periods ended October�31, 2014 and 2013. Results for the quarter and six months ended October�31, 2014 and 2013, include Sahale Snacks, Inc. (�Sahale�) since the completion of the acquisition on September�2, 2014, Enray Inc. (�Enray�) since the completion of the acquisition on August�20, 2013, and the impact of our licensing and distribution agreement with Cumberland Packing Corp. (�Cumberland�), which commenced on July�1, 2013.

We are the owner of all trademarks, except for the following, which are used under license: Pillsbury, the Barrelhead logo, and the Doughboy character are trademarks of The Pillsbury Company, LLC; Carnation^� is a trademark of Soci�t� des Produits Nestl� S.A.; Dunkin� Donuts is a registered trademark of DD IP Holder, LLC; Sweet�N Low^�, NatraTaste^�, Sugar In The Raw^�, and the other �In The Raw� trademarks are registered trademarks of Cumberland and its affiliates; and Douwe Egberts^� and Pickwick^� are registered trademarks of D.E Master Blenders 1753 N.V. Borden^� and Elsie are also trademarks used under license.

Dunkin� Donuts brand is licensed to us for packaged coffee products sold in retail channels such as grocery stores, mass merchandisers, club stores, and drug stores. Information in this document does not pertain to Dunkin� Donuts coffee or other products for sale in Dunkin� Donuts restaurants. K-Cup^� is a trademark of Keurig Green Mountain, Inc., used with permission.

Results of Operations

�

��

Three�Months�Ended�October�31,

�

Six�Months�Ended�October�31,

�

��

2014

�

2013

�

2014

�

2013

�

Net sales

��

1,481.8

��

�

1,559.9

��

�

2,805.6

��

�

2,910.8

��

Gross profit

��

536.5

��

�

552.6

��

�

1,015.2

��

�

1,045.5

��

% of net sales

��

�

36.2

%�

�

35.4

%�

�

36.2

%�

�

35.9

%�

Operating income

��

254.8

��

�

250.8

��

�

446.4

��

�

464.1

��

% of net sales

��

�

17.2

%�

�

16.1

%�

�

15.9

%�

�

15.9

%�

Net income:

��

�

Net income

��

158.3

��

�

153.4

��

�

274.3

��

�

280.0

��

Net income per common share � assuming dilution

��

1.55

��

�

1.46

��

�

2.69

��

�

2.65

��

Gross profit excluding certain items affecting comparability ^(A)

��

529.2

��

�

556.4

��

�

1,029.7

��

�

1,046.2

��

% of net sales

��

�

35.7

%�

�

35.7

%�

�

36.7

%�

�

35.9

%�

Operating income excluding certain items affecting comparability ^(A)

��

250.3

��

�

261.5

��

�

472.3

��

�

477.5

��

% of net sales

��

�

16.9

%�

�

16.8

%�

�

16.8

%�

�

16.4

%�

Income excluding certain items affecting comparability: ^(A)

��

�

Income

��

155.4

��

�

160.5

��

�

291.5

��

�

288.9

��

Income per common share � assuming dilution

��

1.53

��

�

1.53

��

�

2.86

��

�

2.74

��

�

(A)	Refer to �Non-GAAP Measures� located on page 29 for a reconciliation to the comparable GAAP financial measure.

Net sales in the second quarter of 2015 decreased 5 percent, compared to the second quarter of 2014, primarily due to the impact of volume declines in the U.S. Retail Coffee segment. Operating income increased 2 percent in the second quarter of 2015, compared to the second quarter of 2014, and decreased 4 percent excluding the impact of restructuring and merger and integration costs and unallocated gains and losses on commodity and foreign currency exchange derivatives (�certain items affecting comparability�). Operating income in the second quarter of 2015, as compared to the second quarter of 2014, was impacted by a $9.1 favorable change in the impact of unallocated derivative gains and losses, which is not reflected in operating income excluding certain items affecting comparability. Net income per diluted share increased 6 percent in the second quarter of 2015, as compared to the second quarter of 2014, while income per diluted share excluding certain items affecting comparability was flat over the same period. Both per share measures reflect the benefit of a decrease in weighted-average common shares outstanding as a result of our share repurchase activities during the second half of 2014 and a reduction in interest expense.

�

Net sales in the first six months of 2015 decreased 4 percent, compared to the first six months of 2014, reflecting volume declines and lower net price realization. Operating income also decreased 4 percent and decreased 1 percent excluding certain items affecting comparability. Operating income in the first six months of 2015, as compared to the first six months of 2014, was impacted by a $16.9 unfavorable change in the impact of unallocated derivative gains and losses, which is not reflected in operating income excluding certain items affecting comparability. Net income per diluted share increased 2 percent in the first six months of 2015, as compared to the first six months of 2014, while income per diluted share excluding certain items affecting comparability increased 4 percent over the same period. Both per share measures reflect the benefit of a decrease in weighted-average common shares outstanding as a result of our share repurchase activities during 2014 and a reduction in interest expense.

Net Sales

�

Three Months Ended October�31,

�

Six Months Ended October�31,

�

2014

�

2013

�

Increase
(Decrease)

�

2014

�

2013

�

Increase
(Decrease)

�

Net sales

�

1,481.8

��

�

1,559.9

��

�

(78.1

)�

�

)%�

�

2,805.6

��

�

2,910.8

��

�

(105.2

)�

�

)%�

Adjust for certain noncomparable items:

�

Acquisitions

�

(10.2

)�

�

��

�

(10.2

)�

�

)�

�

(27.7

)�

�

��

�

(27.7

)�

�

)�

Distribution agreement

�

��

�

��

�

��

�

��

�

(6.1

)�

�

��

�

(6.1

)�

�

��

Foreign currency exchange

�

8.0

��

�

��

�

8.0

��

�

12.5

��

�

��

�

12.5

��

�

��

�

Net sales adjusted for certain noncomparable items ^(A)

�

1,479.6

��

�

1,559.9

��

�

(80.3

)�

�

)%�

�

2,784.3

��

�

2,910.8

��

�

(126.5

)�

�

)%�

�

Amounts may not add due to rounding.

�

(A)

Net sales adjusted for certain noncomparable items is a non-GAAP measure used in evaluating performance internally. This measure provides useful information to investors because it enables comparison of results on a year-over-year basis. Net sales adjusted for certain noncomparable items in the table above excludes the impact of the Sahale acquisition, the incremental impact of the Enray acquisition and the Cumberland distribution agreement, and foreign currency exchange.

The net sales decrease in the second quarter of 2015, compared to the second quarter of 2014, was mostly due to the impact of volume declines in the U.S. Retail Coffee segment driven by the Folgers brand. Volume declines were also realized due to the continued impact of the private label hot beverage business exits in the International, Foodservice, and Natural Foods segment and in the Pillsbury and Robin Hood^� baking brands. Volume gains were realized in Jif peanut butter, Crisco oils, Smucker�s Uncrustables^� frozen sandwiches, and R.W. Knudsen Family^� beverages.

Net price realization was essentially flat as higher coffee list prices were offset by promotional coffee spending and lower net pricing for oils, peanut butter, and fruit spreads. Sales mix was unfavorable in the second quarter of 2015, compared to the second quarter of 2014, driven by the volume declines in the U.S. Retail Coffee segment, and represented 2 percentage points of the net sales decrease. The acquired Sahale business and the incremental impact of Enray contributed a combined $10.2 to net sales in the second quarter of 2015.

The net sales decrease in the first six months of 2015, compared to the first six months of 2014, was primarily due to the impact of volume declines in the U.S. Retail Coffee segment driven by the Folgers brand. Volume declines were also realized due to the continued impact of the private label hot beverage business exits and in the Pillsbury baking brand and Santa Cruz Organic^� beverages, while gains were realized in Crisco oils and Jif peanut butter.

Lower net price realization, driven by the Crisco and Jif brands, and unfavorable sales mix each represented 1 percentage point of the net sales decrease. Sahale and the incremental impact of Enray and Cumberland contributed a combined $33.8 to net sales in the first six months of 2015.

�

Operating Income

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

�

��

Three�Months�Ended�October�31,

�

Six�Months�Ended�October�31,

�

��

2014

�

2013

�

2014

�

2013

�

Gross profit

��

�

36.2

%�

�

35.4

%�

�

36.2

%�

�

35.9

%�

Selling, distribution, and administrative expenses:

��

�

Marketing

��

�

4.6

%�

�

5.4

%�

�

5.2

%�

�

5.6

%�

Selling

��

�

3.5

��

�

3.5

��

�

3.7

��

�

3.5

��

Distribution

��

�

2.7

��

�

2.7

��

�

2.8

��

�

2.8

��

General and administrative

��

�

6.1

��

�

5.7

��

�

6.4

��

�

6.0

��

�

Total selling, distribution, and administrative expenses

��

�

17.0

%�

�

17.3

%�

�

18.0

%�

�

17.9

%�

��

�

Amortization

��

�

1.7

��

�

1.6

��

�

1.8

��

�

1.7

��

Other special project costs

��

�

0.2

��

�

0.4

��

�

0.4

��

�

0.4

��

Other operating expense (income) � net

��

�

0.1

��

�

��

�

0.1

��

�

��

�

Operating income

��

�

17.2

%�

�

16.1

%�

�

15.9

%�

�

15.9

%�

��

�

Amounts may not add due to rounding.

Gross profit decreased $16.1, or 3 percent, in the second quarter of 2015, compared to the second quarter of 2014, driven by lower volume and unfavorable mix. Excluding certain items affecting comparability, which primarily consisted of the impact of unallocated derivative gains and losses, gross profit decreased $27.2, or 5 percent. Effective in 2015, we elected to no longer qualify commodity and foreign currency exchange derivatives for hedge accounting treatment, resulting in immediate recognition of gains and losses on these derivatives in earnings. These amounts are recorded in cost of products sold as unallocated derivative gains and losses and are excluded from segment profit and non-GAAP profit measures until the related inventory is sold. For additional information, see Non-GAAP Measures.

Overall, the net impact of commodity costs and net price realization was slightly favorable to gross profit. Peanut and oil costs were lower and not fully offset by lower net prices in the second quarter of 2015, compared to 2014. This was mostly offset by the impact of higher green coffee costs which were not fully recovered by higher net price realization due to promotional spending.

Selling, distribution, and administrative (�SD&A�) expenses decreased $17.9, or 7 percent, in the second quarter of 2015, compared to the second quarter of 2014, driven by a 19 percent decrease in marketing, which was primarily related to reductions in the U.S. Retail Coffee segment. The decrease in marketing was slightly offset by a 3 percent increase in general and administrative expenses, which was driven by an increase in supply chain support costs as corporate administrative expenses decreased 5 percent.

Operating income increased $4.0, or 2 percent, in the second quarter of 2015, compared to the second quarter of 2014, reflecting a favorable change in certain items affecting comparability. Excluding certain items affecting comparability in both periods, operating income decreased $11.2, or 4 percent.

Gross profit decreased $30.3, or 3 percent, in the first six months of 2015, compared to the first six months of 2014, driven by lower volume. Excluding certain items affecting comparability, which primarily consisted of a $16.9 unfavorable change in the impact of unallocated derivative gains and losses, gross profit decreased $16.5, or 2 percent, during the same period.

Overall, the net impact of commodity costs and net price realization was favorable to gross profit. Peanut costs were lower and not fully offset by lower net prices in the first six months of 2015, compared to 2014. This more than offset the impact of higher green coffee costs which were not recovered by higher net price realization due to promotional spending.

SD&A expenses decreased $14.7, or 3 percent, in the first six months of 2015, compared to the first six months of 2014, due to an 11 percent decrease in marketing, which was driven by reductions in the U.S. Retail Coffee segment.

�

Operating income decreased $17.7, or 4 percent, in the first six months of 2015, compared to the first six months of 2014, reflecting the unallocated derivative impact which is not included in operating income excluding certain items affecting comparability, which decreased $5.2, or 1 percent, over the same period.

Interest Expense � Net

Net interest expense decreased $4.3 and $10.7 in the second quarter and first six months of 2015, respectively, compared to 2014, reflecting the impact of long-term debt repayments made over the last 12 months and an interest rate swap entered into during the second quarter of 2014, converting a portion of our long-term debt from a fixed- to a variable-rate basis.

Segment Results

Effective May�1, 2014, commodity and foreign currency exchange derivative gains and losses are reported in unallocated derivative gains and losses outside of segment operating results until the related inventory is sold. At that time we reclassify the hedge gain or loss from unallocated derivative gains and losses to segment profit, allowing our segments to realize the economic effect of the hedge without experiencing any mark-to-market volatility. Prior year results have been modified to exclude the unrealized gains and losses on commodity and foreign currency exchange derivatives.

�

��

Three�Months�Ended�October�31,

�

Six Months Ended October�31,

�

��

2014

�

2013

�

%�Increase
(Decrease)

�

2014

�

2013

�

%�Increase
(Decrease)

�

Net sales:

��

�

U.S. Retail Coffee

��

533.0

��

�

594.9

��

�

(10

)%�

�

1,035.7

��

�

1,109.3

��

�

)%�

U.S. Retail Consumer Foods

��

�

605.0

��

�

612.6

��

�

)�

�

1,127.8

��

�

1,149.0

��

�

)�

International, Foodservice, and Natural Foods

��

�

343.8

��

�

352.4

��

�

)�

�

642.1

��

�

652.5

��

�

)�

Segment profit:

��

�

U.S. Retail Coffee

��

151.2

��

�

180.6

��

�

(16

)%�

�

288.8

��

�

323.2

��

�

(11

)%�

U.S. Retail Consumer Foods

��

�

118.0

��

�

100.7

��

�

��

�

231.2

��

�

196.2

��

�

��

International, Foodservice, and Natural Foods

��

�

45.2

��

�

47.4

��

�

)�

�

80.6

��

�

90.5

��

�

(11

)�

Segment profit margin:

��

�

U.S. Retail Coffee

��

�

28.4

%�

�

30.4

%�

�

27.9

%�

�

29.1

%�

�

U.S. Retail Consumer Foods

��

�

19.5

��

�

16.4

��

�

20.5

��

�

17.1

��

�

International, Foodservice, and Natural Foods

��

�

13.1

�

13.5

�

12.5

�

13.9

�

U.S. Retail Coffee

The U.S. Retail Coffee segment net sales decreased 10 percent in the second quarter of 2015, compared to the second quarter of 2014. The net sales decrease reflects lower volume somewhat offset by favorable sales mix and higher net price realization which resulted from the 9 percent list price increase taken in the first quarter of 2015, driven by higher green coffee costs, offset by promotional spending. Segment volume decreased 18 percent in the second quarter of 2015, compared to the second quarter of 2014, driven by a 20 percent decrease in the Folgers brand. The Folgers brand volume decline was attributed to consumer response to higher promoted price points on shelf for its roast and ground coffee offerings, competitive activity, and reduced promotional effectiveness. Promotional spending decreased sequentially from the first quarter of 2015 resulting in significantly higher promoted price points on shelf. The Caf� Bustelo brand and Dunkin� Donuts packaged coffee volumes also decreased in the quarter, 12 percent and 3 percent, respectively. Volume of K-Cup^� packs increased 15 percent, while net sales increased 12 percent in the second quarter of 2015, compared to the second quarter of 2014.

The U.S. Retail Coffee segment profit decreased $29.4 in the second quarter of 2015, compared to the second quarter of 2014, driven by lower volume. The net impact of higher green coffee costs and prices was modestly unfavorable to segment profit in the second quarter of 2015, compared to 2014, and was offset by favorable mix. A reduction in marketing expenses contributed favorably to segment profit in the second quarter of 2015, compared to 2014.

�

The U.S. Retail Coffee segment net sales decreased 7 percent in the first six months of 2015, compared to the first six months of 2014, driven by a 9 percent volume decline, primarily due to a 10 percent decrease in the Folgers brand. Volume for the Caf� Bustelo brand increased 5 percent over the same period, while Dunkin� Donuts packaged coffee volume was flat. The impact of the volume decline was partially offset by favorable sales mix. Net price realization was essentially flat in the first six months of 2015, compared to the first six months of 2014, as the benefit of the recent list price increase was offset by the impact of an increase in promotional spending mostly in the first quarter. Volume and net sales of K-Cup^� packs increased 11 percent and 6 percent, respectively, in the first six months of 2015, compared to the first six months of 2014.

The U.S. Retail Coffee segment profit decreased $34.4 in the first six months of 2015, compared to the first six months of 2014, primarily driven by the segment volume decline and K-Cup^� pack profitability. Excluding K-Cup^� packs, the net impact of higher green coffee costs and prices was essentially neutral to segment profit in the first six months of 2015, compared to the first six months of 2014. We anticipate an unfavorable relationship between net price realization and green coffee costs during the last six months of 2015, compared to the prior period.

U.S. Retail Consumer Foods

The U.S. Retail Consumer Foods segment volume was flat in the second quarter of 2015, compared to the second quarter of 2014. Segment net sales decreased 1 percent over the same period, reflecting lower net price realization primarily for the Crisco and Jif brands. The Sahale business contributed $6.0 to segment net sales in the second quarter of 2015.

Jif brand volume increased 2 percent and net sales were flat in the second quarter of 2015, compared to the second quarter of 2014. Smucker�s Uncrustables frozen sandwiches were up 22 percent and 21 percent in volume and net sales, respectively. Crisco brand volume increased 2 percent, while net sales decreased 8 percent, impacted by a 9 percent list price decline taken in the fourth quarter of 2014. Volume for the Pillsbury brand decreased 3 percent, and was the primary contributor to the overall flat segment volume, and net sales decreased 6 percent.

The U.S. Retail Consumer Foods segment profit increased $17.3 in the second quarter of 2015, compared to the second quarter of 2014. Overall lower commodity costs, primarily for peanuts and oils, were partially offset by lower net price realization and drove the segment profit increase. Segment profit in the prior year was impacted by temporary incremental costs at our fruit spreads manufacturing facility and capacity expansion at our Smucker�s Uncrustables facility.

The U.S. Retail Consumer Foods segment volume was flat in the first six months of 2015, compared to the first six months of 2014, and segment net sales decreased 2 percent over the same period, reflecting lower net price realization, primarily for the Crisco and Jif brands.

Jif brand volume increased 3 percent in the first six months of 2015, compared to the first six months of 2014, while net sales increased 2 percent. Smucker�s Uncrustables frozen sandwiches were up 17 percent and 16 percent in volume and net sales, respectively. Crisco brand volume increased 6 percent, while net sales decreased 5 percent, impacted by the list price decline. Volume for the overall Pillsbury brand decreased 6 percent, and was the primary contributor to the overall flat segment volume, and net sales decreased 8 percent.

The U.S. Retail Consumer Foods segment profit increased $35.0 in the first six months of 2015, compared to the first six months of 2014, driven by the net benefit of lower peanut costs. While costs were lower for most other commodities, they did not significantly benefit segment profit as they were mostly offset by lower net price realization. Segment profit in the prior year was impacted by temporary incremental costs at our fruit spreads manufacturing facility and capacity expansion at our Smucker�s Uncrustables facility. Effective November 2014 we took a 7 percent price decline on the majority of our peanut butter items sold in the U.S in response to the decrease in our peanut costs.

�

International, Foodservice, and Natural Foods

Net sales in the International, Foodservice, and Natural Foods segment decreased 2 percent in the second quarter of 2015, compared to the second quarter of 2014. Excluding the impacts of Sahale, Enray, and foreign currency exchange, segment net sales decreased 1 percent and volume decreased 3 percent. The volume decline reflects the impact of the planned exit of our private label foodservice hot beverage business and decreases in the Robin Hood and Five Roses^� brands in Canada that offset gains in R.W. Knudsen Family beverages and other brands. Overall net price realization was flat and sales mix was favorable.

The International, Foodservice, and Natural Foods segment profit decreased $2.2 in the second quarter of 2015, compared to the second quarter of 2014. Higher costs were realized in Canada and were attributed to sourcing certain products from the U.S., reflecting the impact of a weaker Canadian dollar compared to a year ago, and an increase in green coffee costs.

Net sales in the International, Foodservice, and Natural Foods segment decreased 2 percent in the first six months of 2015, compared to the first six months of 2014. Excluding the impacts of Sahale, Enray, Cumberland, and foreign currency exchange, segment net sales and volume both decreased 4 percent. The volume decline, which was partially offset by favorable sales mix, reflects the impact of the planned exit of our private label foodservice hot beverage business and decreases in Santa Cruz Organic beverages and the Robin Hood and Five Roses brands in Canada, while gains were achieved in the R.W. Knudsen Family brand.

The International, Foodservice, and Natural Foods segment profit decreased $9.9 in the first six months of 2015, compared to the first six months of 2014, primarily due to the realization of higher costs in Canada, which were attributed to sourcing certain products from the U.S., reflecting the impact of a weaker Canadian dollar compared to a year ago, and an increase in green coffee costs. Additionally, trade spending related to foodservice coffee was higher in the first six months of 2015, compared to the first six months of 2014, while mix was favorable.

Financial Condition � Liquidity and Capital Resources

Liquidity

On an annual basis, 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 at October�31, 2014, were $105.3, compared to $153.5 at April�30, 2014.

We typically expect a significant use of cash to fund working capital requirements during the first half of each fiscal year, primarily due to the buildup of inventories to support the Fall Bake and Holiday period, the additional increase of coffee inventory in advance of the Atlantic hurricane season, and seasonal fruit procurement. We expect cash provided by operations in the second half of the fiscal year to significantly exceed the amount in the first half of the year, upon completion of the Fall Bake and Holiday period.

�

The following table presents selected cash flow information.

�


�	��	Six�Months�Ended�October�31,						�
�	��	2014		�	�	2013		�
Net cash provided by operating activities	��	$	83.9	��	�	$	168.0	��
Net cash used for investing activities	��	�	(194.1	)�	�	�	(192.9	)�
Net cash provided by (used for) financing activities	��	�	71.7	��	�	�	(75.9	)�
	��	�	�	�	�	�	�	�
Net cash provided by operating activities	��	$	83.9	��	�	$	168.0	��
Additions to property, plant, and equipment	��	�	(113.7	)�	�	�	(83.4	)�
	��	�	�	�	�	�	�	�
Free cash flow ^(A)	��	$	(29.8	)�	�	$	84.6	��
	��	�	�	�	�	�	�	�

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

Cash provided by operating activities decreased $84.1 in the first six months of 2015, compared to the first six months of 2014, primarily due to a greater amount of cash required to fund working capital in 2015. The increase was partially driven by higher green coffee costs in 2015, as compared to the prior year.

Cash used for investing activities in the first six months of 2015 consisted primarily of $113.7 in capital expenditures and $80.3 related to the acquisition of Sahale. Cash used for investing activities in the first six months of 2014 consisted primarily of $102.0 related to the acquisitions of Enray and Silocaf of New Orleans, Inc., as well as $83.4 in capital expenditures. For additional information on this year�s acquisition of Sahale, see Note 3: Acquisitions.

Cash provided by financing activities in the first six months of 2015 consisted primarily of $297.5 of net borrowings under our commercial paper program and revolving credit facility, mostly offset by the $100.0 repayment of the 4.78 percent Senior Notes and quarterly dividend payments of $123.9. Cash used for financing activities in the first six months of 2014 consisted primarily of the purchase of treasury shares for $165.5 and quarterly dividend payments of $116.4, partially offset by net borrowings under our revolving credit facility of $207.0.

Capital Resources

The following table presents our capital structure.

�


�	��	October�31,�2014		�	��	April�30,�2014		�
Current portion of long-term debt	��	$	��	��	��	$	100.0	��
Short-term borrowings	��	�	545.9	��	��	�	248.4	��
Long-term debt, less current portion	��	�	1,890.8	��	��	�	1,879.8	��
	��	�	�	�	��	�	�	�
Total debt	��	$	2,436.7	��	��	$	2,228.2	��
Shareholders� equity	��	�	5,165.0	��	��	�	5,029.6	��
	��	�	�	�	��	�	�	�
Total capital	��	$	7,601.7	��	��	$	7,257.8	��
	��	�	�	�	��	�	�	�

We have available a $1.5 billion revolving credit facility with a group of 11 banks that matures in September 2018. Additionally, during the second quarter of 2015, we entered into a commercial paper program under which we can issue short-term, unsecured commercial paper not to exceed $1.0 billion at any time. The commercial paper program is backed by our revolving credit facility and reduces what we can borrow under the revolving credit facility by the amount of commercial paper outstanding. As of October�31, 2014, we had $545.9 of short-term borrowings outstanding, all of which were under our commercial paper program, at a weighted-average interest rate of 0.31 percent. As of November�25, 2014, we had $408.0 of commercial paper borrowings, at a weighted-average interest rate of 0.32 percent, and no outstanding balance under the revolving credit facility. We are in compliance with all of our debt covenants. For additional information on our revolving credit facility, commercial paper program, and debt covenants, see Note 7: Debt and Financing Arrangements.

�

As of October�31, 2014, we had approximately 10.0�million common shares available for repurchase under Board of Directors� authorizations, including 5.0�million common shares which were authorized in October 2014. There is no guarantee as to the exact number of shares that may be repurchased or when such purchases may occur.

Absent any material acquisitions or other significant investments, we believe cash on hand, combined with cash provided by operations and borrowings available under our commercial paper program and revolving credit facility, will be sufficient to meet cash requirements for the next 12 months, including capital expenditures, the payment of quarterly dividends, interest and principal payments on debt outstanding, and share repurchases. As of October�31, 2014, total cash and cash equivalents of $92.5 was held by our international subsidiaries. We do not intend to repatriate these funds to meet any of these cash requirements. Should we repatriate these funds, we will be required to pay taxes based on the applicable U.S. tax rates net of any foreign tax credit consideration.

�

Non-GAAP Measures

We use non-GAAP financial measures including: net sales adjusted for the noncomparable impact of the Sahale acquisition, the incremental impact of the Enray acquisition and the Cumberland distribution agreement, and foreign currency exchange; gross profit, operating income, income, and income per diluted share, excluding certain items affecting comparability; and free cash flow, as key measures for purposes of evaluating performance internally. In addition, income per diluted share excluding certain items affecting comparability is used as a component of the Board of Director�s measurement of performance for incentive compensation purposes. We believe that these measures provide useful information to investors because they are the measures we use to evaluate performance on a comparable year-over-year basis. Effective May�1, 2014, we have defined certain items affecting comparability to include restructuring and merger and integration costs (�special project costs�) and unallocated gains and losses on commodity and foreign currency exchange derivatives (�unallocated derivative gains and losses�) and modified prior year results to conform to the new definition. The special project costs in the table below relate to specific restructuring and merger and integration projects that are each nonrecurring in nature and can significantly affect the year-over-year assessment of operating results. Unallocated derivative gains and losses reflect the changes in fair value of our commodity and foreign currency exchange contracts and also affect comparability on a year-over-year basis. These non-GAAP financial measures are not intended to replace the presentation of financial results in accordance with U.S. generally accepted accounting principles (�GAAP�). Rather, the presentation of these non-GAAP financial measures supplements other metrics we use to internally evaluate our businesses and facilitate the comparison of past and present operations and liquidity. These non-GAAP financial measures may not be comparable to similar measures used by other companies and may exclude certain nondiscretionary expenses and cash payments. The following table reconciles certain non-GAAP financial measures to the comparable GAAP financial measure and prior years� measures have been revised to reflect the change discussed above. See page 27 for a reconciliation of free cash flow to the comparable GAAP financial measure.

�

��

Three Months Ended October�31,

�

��

Six Months Ended October�31,

�

��

2014

�

2013

�

��

2014

�

��

2013

�

Reconciliation to gross profit:

��

�

��

Gross profit

��

536.5

��

�

552.6

��

1,015.2

��

1,045.5

��

Unallocated derivative (gains) losses

��

�

(7.6

)�

�

1.5

��

�

13.8

��

�

(3.1

)�

Cost of products sold � special project costs

��

�

0.3

��

�

2.3

��

�

0.7

��

�

3.8

��

�

��

�

��

�

Gross profit excluding certain items affecting comparability

��

529.2

��

�

556.4

��

1,029.7

��

1,046.2

��

�

��

�

��

�

Reconciliation to operating income:

��

�

��

Operating income

��

254.8

��

�

250.8

��

446.4

��

464.1

��

Unallocated derivative (gains) losses

��

�

(7.6

)�

�

1.5

��

�

13.8

��

�

(3.1

)�

Cost of products sold � special project costs

��

�

0.3

��

�

2.3

��

�

0.7

��

�

3.8

��

Other special project costs

��

�

2.8

��

�

6.9

��

�

11.4

��

�

12.7

��

�

��

�

��

�

Operating income excluding certain items affecting comparability

��

250.3

��

�

261.5

��

472.3

��

477.5

��

�

��

�

��

�

Reconciliation to net income:

��

�

��

Net income

��

158.3

��

�

153.4

��

274.3

��

280.0

��

Income taxes

��

�

80.6

��

�

76.6

��

�

140.1

��

�

139.5

��

Unallocated derivative (gains) losses

��

�

(7.6

)�

�

1.5

��

�

13.8

��

�

(3.1

)�

Cost of products sold � special project costs

��

�

0.3

��

�

2.3

��

�

0.7

��

�

3.8

��

Other special project costs

��

�

2.8

��

�

6.9

��

�

11.4

��

�

12.7

��

�

��

�

��

�

Income before income taxes excluding certain items affecting comparability

��

234.4

��

�

240.7

��

440.3

��

432.9

��

Income taxes, as adjusted

��

�

79.0

��

�

80.2

��

�

148.8

��

�

144.0

��

�

��

�

��

�

Income excluding certain items affecting comparability

��

155.4

��

�

160.5

��

291.5

��

288.9

��

Weighted-average shares � assuming dilution

��

�

101,824,624

��

�

105,145,966

��

�

101,800,782

��

�

105,560,298

��

Income per common share excluding certain items affecting comparability � assuming dilution

��

1.53

��

�

1.53

��

2.86

��

2.74

��

�

��

�

��

�

Off-Balance Sheet Arrangements and Contractual Obligations

We do not have material off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as variable interest entities. Transactions with related parties are in the ordinary course of business and not material to our results of operations, financial condition, or cash flows.

The following table summarizes our contractual obligations by fiscal year at October�31, 2014.

�

��

Total

�

��

2015

�

��

2016-2017

�

��

2018-2019

�

��

2020 and
beyond

�

Long-term debt obligations

��

1,850.0

��

136.5

��

451.0

��

1,262.5

��

Interest payments

��

�

512.0

��

�

43.7

��

�

169.0

��

�

157.1

��

�

142.2

��

Operating lease obligations

��

�

101.6

��

�

11.7

��

�

41.7

��

�

31.0

��

�

17.2

��

Purchase obligations

��

�

991.2

��

�

709.8

��

�

281.4

��

�

��

�

��

Other liabilities

��

�

219.9

��

�

13.9

��

�

15.3

��

�

15.0

��

�

175.7

��

�

��

�

��

�

��

�

��

�

Total

��

3,674.7

��

779.1

��

643.9

��

654.1

��

1,597.6

��

�

��

�

��

�

��

�

��

�

Long-term debt obligations and interest payments in the above table exclude the impact of any interest rate swaps or offering discounts. Purchase obligations include agreements that are enforceable and legally bind us to purchase goods or services. Included in this category are certain obligations related to normal, ongoing purchase obligations in which we have guaranteed payment to ensure availability of raw materials and packaging supplies. We expect to receive consideration for these purchase obligations in the form of materials. These purchase obligations do not represent the entire anticipated purchases in the future, but represent only those items for which we are contractually obligated. Other liabilities in the above table mainly consist of projected commitments associated with our defined benefit pension plans and other postretirement benefits. The table excludes the liability for unrecognized tax benefits and tax-related net interest and penalties of approximately $33.5 under Financial Accounting Standards Board Accounting Standards Codification 740, Income Taxes, since we are unable to reasonably estimate the timing of cash settlements with the respective taxing authorities.

�

Item�3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risk related to changes in interest rates, foreign currency exchange rates, and commodity prices.

Interest Rate Risk: The fair value of our cash and cash equivalents at October�31, 2014, approximates carrying value. Exposure to interest rate risk on our long-term debt is mitigated due to fixed-rate maturities.

We utilize derivative instruments to manage changes in the fair value of our debt. Interest rate swaps mitigate the risk associated with the underlying hedged item. At the inception of the contract, the instrument is evaluated and documented for hedge accounting treatment. If the contract is designated as a cash flow hedge, the mark-to-market gains or losses on the swap are deferred and included as a component of accumulated other comprehensive loss to the extent effective, and reclassified to interest expense in the period during which the hedged transaction affects earnings. If the contract is designated as a fair value hedge, the swap would be recognized at fair value on the balance sheet, and changes in the fair value would be recognized in interest expense. Generally, changes in the fair value of the derivative are equal to changes in the fair value of the underlying debt and have no net impact on earnings. We entered into an interest rate swap during 2014, designated as a fair value hedge, on a portion of fixed-rate Senior Notes in an effort to achieve a mix of variable- versus fixed-rate debt under favorable market conditions.

Based on our overall interest rate exposure as of and during the three months ended October�31, 2014, including derivatives and other instruments sensitive to interest rates, a hypothetical 10 percent movement in interest rates would not materially affect our results of operations. In measuring interest rate risk by the amount of net change in the fair value of our financial liabilities, a hypothetical 1 percent decrease in interest rates at October�31, 2014, would increase the fair value of our long-term debt by $81.7.

Foreign Currency Exchange Risk: We have operations outside the U.S. with foreign currency denominated assets and liabilities, primarily denominated in Canadian currency. Because we have foreign currency denominated assets and liabilities, financial exposure may result, primarily from the timing of transactions and the movement of exchange rates. The foreign currency balance sheet exposures as of October�31, 2014, are not expected to result in a significant impact on future earnings or cash flows.

We utilize foreign currency exchange forwards and options contracts to manage the price volatility of foreign currency exchange fluctuations on future cash payments in Canada, primarily related to purchases of certain raw materials and finished goods. The contracts generally have maturities of less than one year. Effective May�1, 2014, we elected to no longer qualify instruments used to manage foreign currency exchange exposures for hedge accounting treatment. Therefore, the gains and losses on all foreign currency forwards and options contracts will be immediately recognized in cost of products sold. Based on our hedged foreign currency positions as of October�31, 2014, a hypothetical 10 percent change in exchange rates would not result in a material loss of fair value.

Revenues from customers outside the U.S., subject to foreign currency exchange, represented 8 percent of net sales during the six-month period ended October�31, 2014. Thus, certain revenues and expenses have been, and are expected to be, subject to the effect of foreign currency fluctuations, and these fluctuations may have an impact on operating results.

Commodity Price Risk: We use certain raw materials and other commodities that are subject to price volatility caused by supply and demand conditions, political and economic variables, weather, investor speculation, and other unpredictable factors. To manage the volatility related to anticipated commodity purchases, we use futures and options with maturities of generally less than one year. Effective May�1, 2014, we elected to no longer qualify commodity derivatives for hedge accounting treatment. As a result, the gains and losses on all commodity derivatives will be immediately recognized in cost of products sold.

�

The following sensitivity analysis presents our potential loss of fair value resulting from a hypothetical 10 percent change in market prices related to commodities.

�


�	��	October�31,�2014		�	��	April�30,�2014		�
High	��	$	23.2	��	��	$	22.7	��
Low	��	�	5.0	��	��	�	5.7	��
Average	��	�	12.4	��	��	�	11.9	��

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

�

Certain Forward-Looking Statements

Certain statements included in this Quarterly Report contain forward-looking statements within the meaning of federal securities laws. The forward-looking statements may include statements concerning our current expectations, estimates, assumptions, and beliefs concerning future events, conditions, plans, and strategies that are not historical fact. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as �expects,� �anticipates,� �believes,� �will,� �plans,� and similar phrases.

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

�

volatility of commodity markets from which raw materials, particularly green coffee beans, peanuts, soybean oil, wheat, milk, corn, and sugar, are procured and the related impact on costs;

�

risks associated with derivative and purchasing strategies we employ to manage commodity pricing risks, including the risk that such strategies could result in significant losses and adversely impact our liquidity;

�

crude oil price trends and their impact on transportation, energy, and packaging costs;

�

the availability of reliable transportation, which may be affected by the cost of fuel, regulations affecting the industry, labor shortages, service failures by third-party service providers, accidents, or natural disasters, on acceptable terms;

�

our ability to successfully implement and realize the full benefit of price changes that are intended to ultimately fully recover cost, including the competitive, retailer, and consumer response, and the impact of the timing of the price changes to profits and cash flow in a particular period;

�

the success and cost of introducing new products and the competitive response;

�

the success and cost of marketing and sales programs and strategies intended to promote growth in our businesses;

�

general competitive activity in the market, including competitors� pricing practices and promotional spending levels;

�

our ability to successfully integrate acquired and merged businesses in a timely and cost-effective manner;

�

the impact of food security concerns involving either our products or our competitors� products;

�

the impact of accidents, extreme weather, and natural disasters, including crop failures and storm damage;

�

the concentration of certain of our businesses with key customers and suppliers, including single-source suppliers of certain key raw materials, such as packaging for our Folgers coffee products, and finished goods, such as K-Cup^� packs, and the ability to manage and maintain key relationships;

�

the loss of significant customers, a substantial reduction in orders from these customers, or the bankruptcy of any such customer;

�

changes in consumer coffee preferences and other factors affecting our coffee businesses, which represent a substantial portion of our business;

�

a change in outlook or downgrade in our public credit ratings by a rating agency;

�

our ability to obtain any required financing on a timely basis and on acceptable terms;

�

the timing and amount of capital expenditures, share repurchases, and restructuring costs;

�

impairments in the carrying value of goodwill, other intangible assets, or other long-lived assets or changes in useful lives of other intangible assets;

�

the impact of new or changes to existing governmental laws and regulations and their application;

�

the impact of future legal, regulatory, or market measures regarding climate change;

�

the outcome of current and future tax examinations, changes in tax laws, and other tax matters, and their related impact on our tax positions;

�

foreign currency and interest rate fluctuations;

�

political or economic disruption;

�

other factors affecting share prices and capital markets generally; and

�

risks related to other factors described under �Risk Factors� in other reports and statements we have filed with the Securities and Exchange Commission.

Readers are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented in this Quarterly Report. We do not undertake any obligation to update or revise these forward-looking statements to reflect new events or circumstances.

�

Item�4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. Our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule�13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the �Exchange Act�)) as of October�31, 2014 (the �Evaluation Date�). Based on that evaluation, our principal executive officer and principal financial officer have concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in reports that we file or submit under the Exchange Act is (1)�recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2)�accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls. There were no changes in our internal control over financial reporting that occurred during the quarter ended October�31, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

�

PART II. OTHER INFORMATION

�

Item�1A.

Risk Factors.

Our business, operations, and financial condition are subject to various risks and uncertainties. The risk factors described in �Part I, Item�1A. Risk Factors� in our Annual Report on Form 10-K for the year ended April�30, 2014, should be carefully considered, together with the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q and in our other filings with the Securities and Exchange Commission, in connection with evaluating the Company, our business, and the forward-looking statements contained in this Quarterly Report. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may affect us. The occurrence of any of these known or unknown risks could have a material adverse impact on our business, financial condition, and results of operations.

�

Item�2.

Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Not applicable.

(b) Not applicable.

�

��

(a)

�

��

(b)

�

��

(c)

�

��

(d)

�

Period

��

Total�Number�of
Shares
Purchased

�

��

Average�Price
Paid�Per�Share

�

��

Total�Number�of
Shares�Purchased
as�Part�of�Publicly
Announced Plans
or Programs

�

��

Maximum�Number�(or
Approximate Dollar
Value) of Shares That
May�Yet�Be�Purchased
Under the Plans or
Programs

�

August�1, 2014 - August�31, 2014

��

�

��

�

��

�

5,004,661

��

September�1, 2014 - September�30, 2014

��

�

7,112

��

�

99.80

��

�

��

�

5,004,661

��

October�1, 2014 - October�31, 2014

��

�

3,058

��

�

102.76

��

�

��

�

10,004,661

��

�

��

�

��

�

��

�

Total

��

�

10,170

��

100.69

��

�

��

�

10,004,661

��

�

��

�

��

�

��

�

Information set forth in the table above represents the activity in our second fiscal quarter.

�

(a)	Shares in this column include shares repurchased from stock plan recipients in lieu of cash payments.

(d)	In October 2014, the Board of Directors authorized the repurchase of an additional 5,000,000 common shares at our discretion with no established expiration date. As of October�31, 2014, there were 10,004,661 common shares available for future repurchase.

�

Item�6.

Exhibits.

See the Index of Exhibits that appears on Page No.�40 of this report.

�

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

�


November�26, 2014	�	THE J. M. SMUCKER COMPANY

	�	/s/ Richard K. Smucker
	�	By: RICHARD K. SMUCKER
	�	Chief Executive Officer

	�	/s/ Mark R. Belgya
	�	By: MARK R. BELGYA
	�	Senior Vice President and Chief Financial Officer

�

INDEX OF EXHIBITS

�


Exhibit No.	��	Description

��3.1	��	Amended Regulations of The J. M. Smucker Company, incorporated herein by reference to the Company�s Quarterly Report on Form 10-Q for the quarter ended July�31, 2014.

��10.1	��	Form of Commercial Paper Dealer Agreement between the Company, as Issuer, and the Dealer party thereto, incorporated herein by reference to the Company�s Quarterly Report on Form 10-Q for the quarter ended July�31, 2014.

��12.1	��	Computation of Ratio of Earnings to Fixed Charges.

��31.1	��	Certifications of Richard K. Smucker pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

��31.2	��	Certifications of Mark R. Belgya pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

��32	��	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

��101.INS	��	XBRL Instance Document.

��101.SCH	��	XBRL Taxonomy Extension Schema Document.

��101.PRE	��	XBRL Taxonomy Extension Presentation Linkbase Document.

��101.DEF	��	XBRL Taxonomy Extension Definition Linkbase Document.

��101.CAL	��	XBRL Taxonomy Extension Calculation Linkbase Document.

��101.LAB	��	XBRL Taxonomy Extension Label Linkbase Document.

�

Exhibit 12.1

The J. M. Smucker Company

Computation of Ratio of Earnings to Fixed Charges

(in millions of dollars)

�


�	��	October 31, 2014						�
�	��	Three�Months�Ended		�	�	Six�Months�Ended		�
Earnings before fixed charges:	��				�
Income before income taxes	��	$	238.9	��	�	$	414.4	��
Total fixed charges	��	�	24.1	��	�	�	49.0	��
Less: capitalized interest	��	�	(1.2	)�	�	�	(2.5	)�
	��	�	�	�	�	�	�	�
Earnings available for fixed charges	��	$	261.8	��	�	$	460.9	��
Fixed charges:	��				�
Interest and other debt expense, net of capitalized interest	��	$	16.6	��	�	$	34.3	��
Capitalized interest	��	�	1.2	��	�	�	2.5	��
Estimated interest portion of rent expense (a)	��	�	6.3	��	�	�	12.2	��
	��	�	�	�	�	�	�	�
Total fixed charges	��	$	24.1	��	�	$	49.0	��
Ratio of earnings to fixed charges	��	�	10.9	��	�	�	9.4	��
	��	�	�	�	�	�	�	�

�

(a)	For purposes of this calculation, management estimates approximately one-third of rent expense is representative of interest expense.

Exhibit 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, Richard K. Smucker, Chief Executive Officer of The J. M. Smucker Company, certify that:

�

(1)

I have reviewed this quarterly report on Form 10-Q of The J. M. Smucker Company;

�

(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

�

(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

�

(4)

The registrant�s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

�

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

�

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

�

Evaluated the effectiveness of the registrant�s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

�

Disclosed in this report any change in the registrant�s internal control over financial reporting that occurred during the registrant�s most recent fiscal quarter (the registrant�s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant�s internal control over financial reporting; and

�

(5)

The registrant�s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant�s auditors and the audit committee of the registrant�s board of directors (or persons performing the equivalent functions):

�

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant�s ability to record, process, summarize, and report financial information; and

�

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant�s internal control over financial reporting.

Date: November�26, 2014

�


/s/ Richard K. Smucker
Name:	�	Richard K. Smucker
Title:	�	Chief Executive Officer

Exhibit 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, Mark R. Belgya, Senior Vice President and Chief Financial Officer of The J. M. Smucker Company, certify that:

�

(1)

I have reviewed this quarterly report on Form 10-Q of The J. M. Smucker Company;

�

(2)

�

(3)

�

(4)

�

(5)

�

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant�s internal control over financial reporting.

Date: November�26, 2014

�


/s/ Mark R. Belgya
Name:	�	Mark R. Belgya
Title:	�	Senior Vice President and Chief Financial Officer

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of The J. M. Smucker Company (the �Company�) for the quarter ended October�31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the �Report�), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. Section�1350, as adopted pursuant to Section�906 of the Sarbanes-Oxley Act of 2002, that, to such officer�s knowledge:

�

(1)

The Report fully complies with the requirements of Section�13(a) or 15(d) of the Securities Exchange Act of 1934; and

�

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

�


/s/ Richard K. Smucker
Name:	�	Richard K. Smucker
Title:	�	Chief Executive Officer

�


/s/ Mark R. Belgya
Name:	�	Mark R. Belgya
Title:	�	Senior Vice President and Chief Financial Officer

Date: November�26, 2014

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section�1350 and is not being filed as part of the Report or as a separate disclosure document.

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