Item 1. Financial Statements.

THE J. M. SMUCKER COMPANY

CONDENSED STATEMENTS OF CONSOLIDATED INCOME

(Unaudited)

									Three Months Ended July 31,
Dollars in millions, except per share data															2023						2022
Net sales															$	1,805.2					$	1,873.0
Cost of products sold															1,150.4						1,320.5
Gross Profit															654.8						552.5
Selling, distribution, and administrative expenses															313.6						343.8
Amortization															39.8						55.6
Other operating expense (income) – net															(2.1)						(26.6)
Operating Income															303.5						179.7
Interest expense – net															(32.1)						(39.1)
Other income (expense) – net															(33.0)						0.5
Income Before Income Taxes															238.4						141.1
Income tax expense															54.8						31.3
Net Income															$	183.6					$	109.8
Earnings per common share:
Net Income															$	1.79					$	1.03
Net Income – Assuming Dilution															$	1.79					$	1.03

See notes to unaudited condensed consolidated financial statements.

THE J. M. SMUCKER COMPANY

CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

(Unaudited)

									Three Months Ended July 31,
Dollars in millions															2023						2022
Net income															$	183.6					$	109.8
Other comprehensive income (loss):
Foreign currency translation adjustments															7.4						1.4
Cash flow hedging derivative activity, net of tax															2.6						2.5
Pension and other postretirement benefit plans activity, net of tax															0.4						0.4
Available-for-sale securities activity, net of tax															(0.2)						(0.3)
Total Other Comprehensive Income															10.2						4.0
Comprehensive Income															$	193.8					$	113.8

See notes to unaudited condensed consolidated financial statements.

THE J. M. SMUCKER COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

Dollars in millions			July 31, 2023						April 30, 2023
ASSETS
Current Assets
Cash and cash equivalents			$	241.1					$	655.8
Trade receivables – net			592.4						597.6
Inventories:
Finished products			692.1						657.6
Raw materials			401.3						352.2
Total Inventory			1,093.4						1,009.8
Investment in equity securities			459.8						487.8
Other current assets			110.1						107.7
Total Current Assets			2,496.8						2,858.7
Property, Plant, and Equipment
Land and land improvements			131.0						131.0
Buildings and fixtures			960.0						956.1
Machinery and equipment			2,446.9						2,443.5
Construction in progress			697.4						629.4
Gross Property, Plant, and Equipment			4,235.3						4,160.0
Accumulated depreciation			(1,945.7)						(1,920.5)
Total Property, Plant, and Equipment			2,289.6						2,239.5
Other Noncurrent Assets
Operating lease right-of-use assets			169.2						103.0
Goodwill			5,221.2						5,216.9
Other intangible assets – net			4,391.0						4,429.3
Other noncurrent assets			144.0						144.0
Total Other Noncurrent Assets			9,925.4						9,893.2
Total Assets			$	14,711.8					$	14,991.4
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable			$	1,301.0					$	1,392.6
Accrued trade marketing and merchandising			171.8						187.7
Current operating lease liabilities			35.9						33.2
Other current liabilities			438.5						373.2
Total Current Liabilities			1,947.2						1,986.7
Noncurrent Liabilities
Long-term debt			4,315.1						4,314.2
Deferred income taxes			1,130.8						1,138.9
Noncurrent operating lease liabilities			141.1						77.2
Other noncurrent liabilities			174.2						183.6
Total Noncurrent Liabilities			5,761.2						5,713.9
Total Liabilities			7,708.4						7,700.6
Shareholders’ Equity
Common shares			25.5						26.1
Additional capital			5,242.1						5,371.8
Retained income			1,964.8						2,132.1
Accumulated other comprehensive income (loss)			(229.0)						(239.2)
Total Shareholders’ Equity			7,003.4						7,290.8
Total Liabilities and Shareholders’ Equity			$	14,711.8					$	14,991.4

See notes to unaudited condensed consolidated financial statements.

THE J. M. SMUCKER COMPANY

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

(Unaudited)

			Three Months Ended July 31,
Dollars in millions			2023						2022
Operating Activities
Net income			$	183.6					$	109.8
Adjustments to reconcile net income to net cash provided by (used for) operations:
Depreciation			50.2						55.1
Amortization			39.8						55.6
Pension settlement loss (gain)			3.2						—
Unrealized loss (gain) on investment in equity securities			27.4						—
Share-based compensation expense			5.1						7.9
Deferred income tax expense (benefit)			(8.9)						—
Other noncash adjustments – net			4.8						2.5
Defined benefit pension contributions			(0.7)						(70.7)
Changes in assets and liabilities, net of effect from divestitures:
Trade receivables			6.1						(80.2)
Inventories			(81.4)						(223.0)
Other current assets			(4.8)						(3.3)
Accounts payable			(43.8)						73.1
Accrued liabilities			(7.7)						8.9
Income and other taxes			57.3						25.6
Other – net			(12.3)						(0.3)
Net Cash Provided by (Used for) Operating Activities			217.9						(39.0)
Investing Activities
Additions to property, plant, and equipment			(150.3)						(88.3)
Other – net			(1.6)						16.8
Net Cash Provided by (Used for) Investing Activities			(151.9)						(71.5)
Financing Activities
Short-term borrowings (repayments) – net			—						207.0
Quarterly dividends paid			(105.2)						(105.1)
Purchase of treasury shares			(372.0)						(7.8)
Proceeds from stock option exercises			—						0.9
Other – net			(4.1)						(3.1)
Net Cash Provided by (Used for) Financing Activities			(481.3)						91.9
Effect of exchange rate changes on cash			0.6						0.3
Net increase (decrease) in cash and cash equivalents			(414.7)						(18.3)
Cash and cash equivalents at beginning of period			655.8						169.9
Cash and Cash Equivalents at End of Period			$	241.1					$	151.6

( ) Denotes use of cash

See notes to unaudited condensed consolidated financial statements.

THE J. M. SMUCKER COMPANY

CONDENSED STATEMENTS OF CONSOLIDATED SHAREHOLDERS’ EQUITY

(Unaudited)

			Three Months Ended July 31, 2023
Dollars in millions			Common Shares Outstanding						Common Shares						Additional Capital						Retained Income						Accumulated Other Comprehensive Income (Loss)						Total Shareholders’ Equity
Balance at May 1, 2023			104,398,618						$	26.1					$	5,371.8					$	2,132.1					$	(239.2)					$	7,290.8
Net income																					183.6												183.6
Other comprehensive income																											10.2						10.2
Comprehensive income																																	193.8
Purchase of treasury shares			(2,410,863)						(0.6)						(132.1)						(242.9)												(375.6)
Stock plans			144,918						—						2.4						(1.1)												1.3
Cash dividends declared, $1.06 per common share																					(106.9)												(106.9)
Balance at July 31, 2023			102,132,673						$	25.5					$	5,242.1					$	1,964.8					$	(229.0)					$	7,003.4

			Three Months Ended July 31, 2022
Dollars in millions			Common Shares Outstanding						Common Shares						Additional Capital						Retained Income						Accumulated Other Comprehensive Income (Loss)						Total Shareholders’ Equity
Balance at May 1, 2022			106,458,317						$	26.6					$	5,457.9					$	2,893.0					$	(237.4)					$	8,140.1
Net income																					109.8												109.8
Other comprehensive income																											4.0						4.0
Comprehensive income																																	113.8
Purchase of treasury shares			(61,693)						—						(6.7)						(1.1)												(7.8)
Stock plans			162,735						—						6.5						—												6.5
Cash dividends declared, $1.02 per common share																					(108.3)												(108.3)
Balance at July 31, 2022			106,559,359						$	26.6					$	5,457.7					$	2,893.4					$	(233.4)					$	8,144.3

See notes to unaudited condensed consolidated financial statements.

THE J. M. SMUCKER COMPANY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Note 1: Basis of Presentation

The unaudited interim condensed consolidated financial statements of The J. M. Smucker Company (“Company,” “we,” “us,” or “our”) have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all 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 three months ended July 31, 2023, are not necessarily indicative of the results that may be expected for the year ending April 30, 2024. For further information, reference is made to the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended April 30, 2023.

Note 2: Recently Issued Accounting Standards

In July 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted the final rule under SEC Release No. 33-11216, Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure, requiring current reporting about material cybersecurity incidents, and annual disclosures on management’s processes for assessing, identifying, and managing material cybersecurity risks, the material impacts of cybersecurity threats and previous cybersecurity incidents, the Board of Directors’ (the “Board”) oversight of cybersecurity risks, and management’s role and expertise in assessing and managing material cybersecurity risks. SEC Release No. 33-11216 will be effective for us during the third quarter of 2024. We do not anticipate that the adoption of these amendments will have a material impact on our financial statements and disclosures.

In May 2023, the SEC adopted the final rule under SEC Release No. 34-97424, Share Repurchase Disclosure Modernization, requiring disclosures related to issuers’ share repurchases pursuant to authorizations by the Board, inclusive of 10b5-1 plans established in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that will provide investors with enhanced information to assess the purposes and effects of the repurchases. SEC Release No. 34-97424 will be effective for us during the third quarter of 2024. We do not anticipate that the adoption of these amendments will have a material impact on our financial statements and disclosures.

In December 2022, the SEC adopted the final rule under SEC Release No. 33-11138, Insider Trading Arrangements and Related Disclosures, which requires new disclosures regarding insider trading policies and procedures, the use of Rule 10b5-1 plans by directors and officers, and stock option grants issued in close proximity to the release of material nonpublic information. SEC Release No. 33-11138 was effective for us on May 1, 2023, and did not have a material impact on our financial statements and disclosures.

In March 2022, the SEC issued the proposed rule under SEC Release No. 33-11042, The Enhancement and Standardization of Climate-Related Disclosures for Investors, to enhance and standardize the climate-related disclosures provided by public companies. This update will require the disclosure of greenhouse gas emissions, including Scope 1 and Scope 2 emissions, which will be subject to third-party assurance, as well as climate-related targets and goals, and how the Board and management oversee climate-related risks. As of July 31, 2023, these amendments were not adopted by the SEC; however, we anticipate that the adoption of these amendments will have a material impact on our financial statements and disclosures.

Note 3: Special Project Costs

Special project costs primarily consist of employee-related costs and other transition and termination costs related to approved restructuring activities. Employee-related costs include severance, retention bonuses, and relocation costs. Severance costs and retention bonuses are recognized over the estimated future service period of the impacted employees, and relocation costs are expensed as incurred. Other transition and termination costs include fixed asset-related charges, contract and lease termination costs, professional fees, and other miscellaneous expenditures associated with the restructuring activities. With the exception of accelerated depreciation, these costs are expensed as incurred. These restructuring costs are reported in cost of products sold and other operating expense (income) – net in the Condensed Statements of Consolidated Income and are not allocated to

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

A restructuring program was approved by the Board during 2021, associated with opportunities identified to reduce our overall cost structure, optimize our organizational design, and support our portfolio reshape, and was further expanded in 2022 to include the costs associated with the divestitures of the private label dry pet food and natural beverage and grains businesses as well as the closure of certain production facilities. The restructuring activities were considered complete as of April 30, 2023. The costs incurred associated with these restructuring activities included other transition and termination costs related to our cost reduction and margin management initiatives, inclusive of accelerated depreciation, as well as employee-related costs.

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

															Three Months Ended July 31, 2022						Total Costs Incurred to Date at April 30, 2023
Employee-related costs																					$	1.1					$	27.1
Other transition and termination costs																					1.4						36.6
Total restructuring costs																					$	2.5					$	63.7

The obligation related to severance costs and retention bonuses was $1.6 at April 30, 2023, and was fully satisfied during the first quarter of 2024. Cumulative noncash charges incurred through April 30, 2023, were $33.2, and included $4.8 incurred during the three months ended July 31, 2022, which primarily consisted of accelerated depreciation.

Note 4: Divestitures

On April 28, 2023, we sold certain pet food brands to Post Holdings, Inc. (“Post”). The transaction included the Rachael Ray® Nutrish®, 9Lives®, Kibbles ’n Bits®, Nature’s Recipe®, and Gravy Train® brands, as well as our private label pet food business, inclusive of certain trademarks and licensing agreements, manufacturing and distribution facilities in Bloomsburg, Pennsylvania, manufacturing facilities in Meadville, Pennsylvania and Lawrence, Kansas, and approximately 1,100 employees who supported these pet food brands. Under our ownership, these brands generated net sales of $1.5 billion in 2023, primarily included in the U.S. Retail Pet Foods segment. Net proceeds from the divestiture were $1.2 billion, consisting of $683.9 in cash, net of a preliminary working capital adjustment and cash transaction costs, and approximately 5.4 million shares of Post common stock, valued at $491.6 at the close of the transaction. We recognized a pre-tax loss of $1.0 billion upon completion of this transaction during the fourth quarter of 2023 within other operating expense (income) – net in the Statement of Consolidated Income, which is subject to the finalization of the working capital adjustment and cash transaction costs. The net proceeds and pre-tax loss will be finalized during the second quarter of 2024. Furthermore, during the first quarter of 2024, we began entering into equity forward derivative transactions under an agreement with an unrelated third party to facilitate the forward sale of the Post common stock. Subsequent to July 31, 2023, all 5.4 million shares of Post common stock were hedged and will settle for $466.3 during the third quarter of 2024. For additional information, see Note 9: Derivative Financial Instruments.

On January 31, 2022, we sold the natural beverage and grains businesses to Nexus Capital Management LP (“Nexus”). The transaction included products sold under the R.W. Knudsen*®* and TruRoots*®* brands, inclusive of certain trademarks, a licensing agreement for Santa Cruz Organic*®* beverages, dedicated manufacturing and distribution facilities in Chico, California and Havre de Grace, Maryland, and approximately 150 employees who supported the natural beverage and grains businesses. The transaction did not include Santa Cruz Organic nut butters, fruit spreads, syrups, or applesauce. Final net proceeds from the divestiture were $98.7, net of a working capital adjustment and cash transaction costs. We recognized a pre-tax gain of $28.3 related to the natural beverage and grains businesses, of which $1.6 was recognized during the three months ended July 31, 2022, within other operating expense (income) – net in the Condensed Statement of Consolidated Income, upon finalization of the working capital adjustment.

Note 5: Reportable Segments

We operate in one industry: the manufacturing and marketing of food and beverage products. We have three reportable segments: U.S. Retail Coffee, U.S. Retail Consumer Foods, and U.S. Retail Pet Foods. The presentation of International and Away From Home represents a combination of all other operating segments that are not individually reportable.

The U.S. Retail Coffee segment primarily includes the domestic sales of Folgers®, Dunkin’®, and Café Bustelo® branded coffee; the U.S. Retail Consumer Foods segment primarily includes the domestic sales of Smucker’s® and Jif® branded products; and the U.S. Retail Pet Foods segment primarily includes the domestic sales of Meow Mix®, Milk-Bone®, Pup-Peroni®, and Canine Carry Outs® branded products. International and Away From Home includes the sale of products distributed domestically and in foreign countries through retail channels and foodservice distributors and operators (e.g., health care operators, restaurants, lodging, hospitality, offices, K-12, colleges and universities, and convenience stores).

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

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.

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

									Three Months Ended July 31,
															2023						2022
Net sales:
U.S. Retail Coffee															$	625.1					$	597.9
U.S. Retail Consumer Foods															464.0						311.1
U.S. Retail Pet Foods (A)															441.0						729.0
International and Away From Home															275.1						235.0
Total net sales															$	1,805.2					$	1,873.0
Segment profit:
U.S. Retail Coffee															$	170.1					$	145.9
U.S. Retail Consumer Foods															105.7						54.8
U.S. Retail Pet Foods (A)															81.3						120.3
International and Away From Home															36.4						16.6
Total segment profit															$	393.5					$	337.6
Amortization															(39.8)						(55.6)
Gain (loss) on divestitures – net															1.2						1.6
Interest expense – net															(32.1)						(39.1)
Change in net cumulative unallocated derivative gains and losses															10.4						(33.8)
Cost of products sold – special project costs (B)															—						(1.1)
Other special project costs (B)															—						(1.4)
Corporate administrative expenses															(61.8)						(67.6)
Other income (expense) – net															(33.0)						0.5
Income before income taxes															$	238.4					$	141.1

(A)On April 28, 2023, we sold certain pet food brands to Post, and the divested net sales were primarily included in the U.S. Retail Pet Foods segment. For more information, see Note 4: Divestitures.

(B)Special project costs include certain restructuring costs, which were recognized in cost of products sold and other operating expense (income) – net in the Condensed Statement of Consolidated Income during the three months ended July 31, 2022. For more information, see Note 3: Special Project Costs.

The following table presents certain geographical information.

									Three Months Ended July 31,
															2023						2022
Net sales:
United States															$	1,676.4					$	1,759.9
International:
Canada															$	102.3					$	93.8
All other international															26.5						19.3
Total international															$	128.8					$	113.1
Total net sales															$	1,805.2					$	1,873.0

The following table presents product category information.

									Three Months Ended July 31,
															2023						2022						Primary Reportable Segment (A)
Coffee															$	709.1					$	679.9					U.S. Retail Coffee
Pet snacks															243.4						244.2						U.S. Retail Pet Foods (C)
Peanut butter															212.0						60.6						U.S. Retail Consumer Foods
Cat food															191.1						265.4						U.S. Retail Pet Foods (C)
Frozen handheld															179.4						160.5						U.S. Retail Consumer Foods
Fruit spreads															106.6						100.1						U.S. Retail Consumer Foods
Portion control															48.6						27.8						Other (D)
Dog food															26.8						241.7						U.S. Retail Pet Foods (B) (C)
Toppings and syrups															24.8						24.4						U.S. Retail Consumer Foods
Baking mixes and ingredients															14.8						16.3						Other (D)
Other															48.6						52.1						Other (D)
Total net sales															$	1,805.2					$	1,873.0

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

(B)During the three months ended July 31, 2022, the net sales within this product category were primarily related to the divested pet food brands, primarily included in the U.S. Retail Pet Foods segment. For more information, see Note 4: Divestitures.

(C)During the three months ended July 31, 2023, a portion of the net sales within this product category relates to sales associated with a contract manufacturing agreement resulting from the divestiture of certain pet food brands, primarily included in the U.S. Retail Pet Foods segment. This portion of net sales will continue throughout the remainder of 2024 and into 2025.

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

Note 6: Earnings per Share

We computed net income per common share (“basic earnings per share”) under the two-class method for the three months ended July 31, 2023 and 2022, due to certain unvested common shares that contained non-forfeitable rights to dividends (i.e., participating securities) during these periods. For the three months ended July 31, 2023 and 2022, the computation of net income per common share – assuming dilution (“diluted earnings per share”) was more dilutive under the treasury stock method, as compared to the two-class method. Therefore, the treasury stock method was used in accordance with Financial Accounting Standards Board Accounting Standards Codification 260, Earnings Per Share.

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

									Three Months Ended July 31,
															2023						2022
Net income															$	183.6					$	109.8
Less: Net income allocated to participating securities															0.1						0.2
Net income allocated to common stockholders															$	183.5					$	109.6
Weighted-average common shares outstanding															102.4						106.3
Add: Dilutive effect of stock options															0.1						0.1
Weighted-average common shares outstanding – assuming dilution															102.5						106.4
Net income per common share															$	1.79					$	1.03
Net income per common share – assuming dilution															$	1.79					$	1.03

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

			Three Months Ended July 31,
			2023						2022
Net income			$	183.6					$	109.8
Weighted-average common shares outstanding – assuming dilution:
Weighted-average common shares outstanding			102.4						106.3
Add: Dilutive effect of stock options			0.1						0.1
Add: Dilutive effect of restricted shares, restricted stock units, and performance units			0.3						0.4
Weighted-average common shares outstanding – assuming dilution			102.8						106.8
Net income per common share – assuming dilution			$	1.79					$	1.03

Note 7: Debt and Financing Arrangements

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

			July 31, 2023												April 30, 2023
			Principal Outstanding						Carrying Amount (A)						Principal Outstanding						Carrying Amount (A)
3.50% Senior Notes due March 15, 2025			1,000.0						998.6						1,000.0						998.4
3.38% Senior Notes due December 15, 2027			500.0						498.1						500.0						498.0
2.38% Senior Notes due March 15, 2030			500.0						496.8						500.0						496.7
2.13% Senior Notes due March 15, 2032			500.0						494.7						500.0						494.4
4.25% Senior Notes due March 15, 2035			650.0						645.2						650.0						645.1
2.75% Senior Notes due September 15, 2041			300.0						297.3						300.0						297.3
4.38% Senior Notes due March 15, 2045			600.0						588.3						600.0						588.2
3.55% Senior Notes due March 15, 2050			300.0						296.1						300.0						296.1
Total long-term debt			$	4,350.0					$	4,315.1					$	4,350.0					$	4,314.2

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

We have available a $2.0 billion unsecured revolving credit facility with a group of 11 banks that matures in August 2026. Borrowings under the revolving credit facility bear interest on the prevailing U.S. Prime Rate, Secured Overnight Funding Rate (“SOFR”), Euro Interbank Offered Rate, or Canadian Dealer Offered Rate, based on our election. Interest is payable either on a quarterly basis or at the end of the borrowing term. We did not have a balance outstanding under the revolving credit facility at July 31, 2023, or April 30, 2023.

We participate in a commercial paper program under which we can issue short-term, unsecured commercial paper not to exceed $2.0 billion at any time. 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 is used as a continuing source of short-term financing for general corporate purposes. As of July 31, 2023 and April 30, 2023, we did not have a balance outstanding under the commercial paper program.

Interest paid totaled $8.4 and $9.4 for the three months ended July 31, 2023 and 2022, respectively. This differs from interest expense due to the timing of interest payments, capitalized interest, the effect of interest rate contracts, amortization of debt issuance costs and discounts, and the payment of other debt fees.

Our debt instruments contain covenant restrictions, including an interest coverage ratio. As of July 31, 2023, we are in compliance with all covenants.

Note 8: Pensions and Other Postretirement Benefits

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

			Three Months Ended July 31,
			Defined Benefit Pension Plans												Other Postretirement Benefits
			2023						2022						2023						2022
Service cost			$	0.2					$	0.3					$	0.2					$	0.2
Interest cost			4.6						4.4						0.6						0.6
Expected return on plan assets			(4.1)						(4.0)						—						—
Amortization of net actuarial loss (gain)			0.9						1.0						(0.4)						(0.3)
Amortization of prior service cost (credit)			0.1						0.1						(0.1)						(0.1)
Settlement loss (gain)			3.2						—						—						—
Net periodic benefit cost			$	4.9					$	1.8					$	0.3					$	0.4

In 2021, we transferred obligations of our Canadian defined benefit pension plan to an insurance company through the purchase of an irrevocable group annuity contract (the “Canadian buy-out contract”). The group annuity contract was purchased using assets from the pension trust. During the first quarter of 2024, we received Board Resolution to proceed with distribution of the surplus that remains within the Canadian defined benefit pension plan. As a result, we recognized a noncash pre-tax settlement charge of $3.2 related to the acceleration of prior service cost for the portion of the plan surplus to be allocated to plan members, which is subject to participant and regulatory approval before a payout can be made. The settlement charge was included within other income (expense) – net in the Condensed Statement of Consolidated Income. We did not recognize any charges related to the Canadian buy-out contract during the three months ended July 31, 2022.

During the first quarter of 2023, we made contributions of $70.0 to increase funding for our U.S. qualified defined benefit pension plans. Additionally, we made direct benefit payments of $0.7 for both the three months ended July 31, 2023 and 2022.

Note 9: 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 Derivatives: We enter into commodity derivatives to manage the price volatility and reduce the variability of future cash flows related to anticipated inventory purchases of key raw materials, notably green coffee, corn, soybean meal, edible oils, and wheat. We also enter into commodity derivatives to manage price risk for energy input costs, including diesel fuel and natural gas. Our derivative instruments generally have maturities of less than one year.

We do not qualify commodity derivatives for hedge accounting treatment, and as a result, the derivative gains and losses are immediately recognized in earnings. Although we do not 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 instrument. Thus, we would expect that over time 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.

Foreign Currency Exchange Derivatives: We utilize foreign currency derivatives to manage the effect of foreign currency exchange fluctuations on future cash payments primarily related to purchases of certain raw materials and finished goods. The contracts generally have maturities of less than one year. We do not qualify instruments used to manage foreign currency exchange exposures for hedge accounting treatment.

Interest Rate Derivatives: From time to time, we utilize derivative instruments to manage interest rate risk associated with anticipated debt transactions, as well as to manage changes in the fair value of our long-term debt. At the inception of an interest rate contract, the instrument is evaluated and documented for qualifying hedge accounting treatment. If the contract is designated as a cash flow hedge, the mark-to-market gains or losses on the contract are deferred and included as a component of accumulated other comprehensive income (loss) and generally 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 contract is recognized at fair value on the balance sheet and changes in the fair value are recognized in interest expense. Generally, changes in the fair value of the contract are equal to changes in the fair value of the underlying debt and have no net impact on earnings.

Equity Forward Derivative: During the first quarter of 2024, we began entering into equity forward derivative transactions under an agreement with an unrelated third party to facilitate the forward sale of the Post common stock. We do not qualify the forward sale derivative contract for hedge accounting treatment, and as a result, derivative gains and losses associated with the economic hedge are immediately recognized in earnings within other income (expense) – net in the Condensed Statement of Consolidated Income, netting with the change in fair value of the underlying shares. As of July 31, 2023, approximately 1.1 million shares of the available 5.4 million shares of Post common stock were hedged under the contract, resulting in an unrealized gain of $0.6 during the three months ended July 31, 2023. Subsequent to July 31, 2023, all 5.4 million shares of Post common stock were hedged and will settle for $466.3 during the third quarter of 2024. For additional information, see Note 4: Divestitures.

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

			July 31, 2023						April 30, 2023
Commodity contracts			$	412.4					$	448.1
Foreign currency exchange contracts			131.9						98.1
Equity forward contract			91.6						—

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

			July 31, 2023
			Other Current Assets						Other Current Liabilities						Other Noncurrent Assets						Other Noncurrent Liabilities
Derivatives not designated as hedging instruments:
Commodity contracts			$	8.4					$	8.6					$	—					$	—
Foreign currency exchange contracts			0.3						1.6						—						—
Equity forward contract			0.6						—						—						—
Total derivative instruments			$	9.3					$	10.2					$	—					$	—

			April 30, 2023
			Other Current Assets						Other Current Liabilities						Other Noncurrent Assets						Other Noncurrent Liabilities
Derivatives not designated as hedging instruments:
Commodity contracts			$	18.1					$	14.7					$	—					$	—
Foreign currency exchange contracts			1.4						0.1						—						—
Total derivative instruments			$	19.5					$	14.8					$	—					$	—

We have elected to not offset fair value amounts recognized for our exchange-traded derivative instruments and our cash margin accounts executed with the same counterparty that are generally subject to enforceable netting agreements. We are required to maintain cash margin accounts in connection with funding the settlement of our open positions. Our cash margin accounts represented collateral pledged of $18.1 and $17.0 at July 31, 2023, and April 30, 2023, respectively, and are included in other current assets in the Condensed Consolidated Balance Sheets. The change in the cash margin accounts is included in other – net, investing activities in the Condensed Statements of Consolidated Cash Flows. In the event of default and immediate net settlement of all of our open positions with individual counterparties, all of our derivative liabilities would be fully offset by either our derivative asset positions or margin accounts based on the net asset or liability position with our individual counterparties. Cash flows associated with the settlement of derivative instruments are classified in the same line item as the

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

Economic Hedges

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

									Three Months Ended July 31,
															2023						2022
Derivative gains (losses) on commodity contracts															$	7.8					$	(8.9)
Derivative gains (losses) on foreign currency exchange contracts															(2.2)						(0.2)
Total derivative gains (losses) recognized in cost of products sold															$	5.6					$	(9.1)

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 net change in cumulative unallocated derivative gains and losses.

									Three Months Ended July 31,
															2023						2022
Net derivative gains (losses) recognized and classified as unallocated															$	5.6					$	(9.1)
Less: Net derivative gains (losses) reclassified to segment operating profit															(4.8)						24.7
Change in net cumulative unallocated derivative gains and losses															$	10.4					$	(33.8)

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

Cash Flow Hedges

In 2020, we terminated all outstanding interest rate contracts concurrent with the pricing of the Senior Notes due March 15, 2030, and March 15, 2050. The contracts were designated as cash flow hedges and were used to manage our exposure to interest rate volatility associated with the anticipated debt financing. The termination resulted in a pre-tax loss of $239.8, which was deferred and included as a component of accumulated other comprehensive income (loss) and is being amortized as interest expense over the life of the debt.

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

									Three Months Ended July 31,
															2023						2022
Gains (losses) recognized in other comprehensive income (loss)															$	—					$	—
Less: Gains (losses) reclassified from accumulated other comprehensive income (loss) to interest expense – net (A)															(3.4)						(3.3)
Change in accumulated other comprehensive income (loss)															$	3.4					$	3.3

(A)Interest expense – net, as presented in the Condensed Statements of Consolidated Income was $32.1 and $39.1 for the three months ended July 31, 2023 and 2022, respectively. The reclassification includes terminated contracts which were designated as cash flow hedges.

Included as a component of accumulated other comprehensive income (loss) at July 31, 2023, and April 30, 2023, were deferred net pre-tax losses of $197.3 and $200.7, respectively, related to the terminated interest rate contracts. The related net tax benefit recognized in accumulated other comprehensive income (loss) at July 31, 2023, and April 30, 2023, was $46.3 and $47.1, respectively. Approximately $13.6 of the net pre-tax loss will be recognized over the next 12 months related to the terminated interest rate contracts.

Note 10: 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 remaining 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.

			July 31, 2023												April 30, 2023
			Carrying Amount						Fair Value						Carrying Amount						Fair Value
Marketable securities and other investments			$	23.8					$	23.8					$	24.0					$	24.0
Derivative financial instruments – net			(0.9)						(0.9)						4.7						4.7
Investment in equity securities			459.8						459.8						487.8						487.8
Total long-term debt			(4,315.1)						(3,752.6)						(4,314.2)						(3,879.1)

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 July 31, 2023
Marketable securities and other investments: (A)
Equity mutual funds			$	5.4					$	—					$	—					$	5.4
Municipal obligations			—						18.2						—						18.2
Money market funds			0.2						—						—						0.2
Derivative financial instruments: (B)
Commodity contracts – net			(0.5)						0.3						—						(0.2)
Foreign currency exchange contracts – net			0.2						(1.5)						—						(1.3)
Equity forward contract – net			—						0.6						—						0.6
Investment in equity securities (C)			459.8						—						—						459.8
Total long-term debt (D)			(3,752.6)						—						—						(3,752.6)
Total financial instruments measured at fair value			$	(3,287.5)					$	17.6					$	—					$	(3,269.9)

			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, 2023
Marketable securities and other investments: (A)
Equity mutual funds			$	5.0					$	—					$	—					$	5.0
Municipal obligations			—						18.6						—						18.6
Money market funds			0.4						—						—						0.4
Derivative financial instruments: (B)
Commodity contracts – net			2.7						0.7						—						3.4
Foreign currency exchange contracts – net			0.2						1.1						—						1.3
Investment in equity securities (C)			487.8						—						—						487.8
Total long-term debt (D)			(3,879.1)						—						—						(3,879.1)
Total financial instruments measured at fair value			$	(3,383.0)					$	20.4					$	—					$	(3,362.6)

(A)Marketable securities and other investments consists of funds maintained for the payment of benefits associated with nonqualified retirement plans. The funds include equity securities listed in active markets, municipal obligations valued by a third-party using

valuation techniques that utilize inputs that are derived principally from or corroborated by observable market data, and money market funds with maturities of three months or less. Based on the short-term nature of these money market funds, carrying value approximates fair value. As of July 31, 2023, our municipal obligations are scheduled to mature as follows: $1.4 in 2024, $1.3 in 2025, $0.8 in 2026, $4.9 in 2027, $0.4 in 2028, and the remaining $9.4 in 2029 and beyond.

(B)Level 1 commodity and foreign currency exchange derivatives are valued using quoted market prices for identical instruments in active markets. Level 2 commodity, foreign currency exchange, and equity forward derivatives are valued using quoted prices for similar assets or liabilities in active markets. The unrealized pre-tax gain on the equity forward derivative was included in other income (expense) – net in the Condensed Statement of Consolidated Income. For additional information, see Note 9: Derivative Financial Instruments.

(C)The market approach is utilized to measure the fair value of equity securities. The investment in equity securities represents our equity interest in Post of approximately 8 percent as of July 31, 2023, which is valued using the trading value of Post common stock. In the first quarter of 2024, we recognized an unrealized pre-tax loss of $28.0 on the investment, which was included in other income (expense) – net in the Condensed Statement of Consolidated Income. For additional information, see Note 4: Divestitures.

(D)Long-term debt is composed of public Senior Notes, which are traded in an active secondary market and valued using quoted prices. For additional information, see Note 7: Debt and Financing Arrangements.

Note 11: Leases

We lease certain warehouses, manufacturing facilities, office space, equipment, and vehicles, primarily through operating lease agreements. We have elected to not recognize leases with a term of 12 months or less in the Condensed Consolidated Balance Sheets. Instead, we recognize the related lease expense on a straight-line basis over the lease term.

Although the majority of our right-of-use asset and lease liability balances consist of leases with renewal options, these optional periods do not typically impact the lease term as we are not reasonably certain to exercise them. Certain leases also include termination provisions or options to purchase the leased property. Since we are not reasonably certain to exercise these types of options, minimum lease payments do not include any amounts related to these termination or purchase options. Our lease agreements generally do not contain residual value guarantees or restrictive covenants that are material.

We determine if an agreement is or contains a lease at inception by evaluating whether an identified asset exists that we control over the term of the arrangement. A lease commences when the lessor makes the identified asset available for our use. We generally account for lease and non-lease components as a single lease component. Minimum lease payments do not include variable lease payments other than those that depend on an index or rate.

Because the interest rate implicit in the lease cannot be readily determined for the majority of our leases, we utilize our incremental borrowing rate to present value lease payments using information available at the lease commencement date. We consider our credit rating and the current economic environment in determining this collateralized rate.

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

			July 31, 2023						April 30, 2023
Operating lease right-of-use assets			$	169.2					$	103.0
Operating lease liabilities:
Current operating lease liabilities			$	35.9					$	33.2
Noncurrent operating lease liabilities			141.1						77.2
Total operating lease liabilities			$	177.0					$	110.4
Finance lease right-of-use assets:
Machinery and equipment			$	7.6					$	7.7
Accumulated depreciation			(4.6)						(4.4)
Total property, plant, and equipment			$	3.0					$	3.3
Finance lease liabilities:
Other current liabilities			$	1.2					$	1.2
Other noncurrent liabilities			1.9						2.2
Total finance lease liabilities			$	3.1					$	3.4

The following table summarizes the components of lease expense.

									Three Months Ended July 31,
															2023						2022
Operating lease cost															$	12.7					$	10.5
Finance lease cost:
Amortization of right-of-use assets															0.3						0.4
Interest on lease liabilities															0.1						—
Variable lease cost															6.1						6.1
Short-term lease cost															9.4						11.8
Total lease cost (A)															$	28.6					$	28.8

(A)Total lease cost does not include sublease income which is immaterial for all years presented.

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

			Three Months Ended July 31,
			2023						2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases			$	12.3					$	10.9
Operating cash flows from finance leases			—						—
Financing cash flows from finance leases			0.5						0.5
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases			75.1						1.4
Finance leases			—						0.9

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

			July 31, 2023
			Operating Leases						Finance Leases
2024 (remainder of the year)			$	32.2					$	0.9
2025			36.0						1.0
2026			32.9						0.7
2027			18.8						0.4
2028			14.3						0.1
2029 and beyond			73.1						0.1
Total undiscounted minimum lease payments			$	207.3					$	3.2
Less: Imputed interest			30.3						0.1
Lease liabilities			$	177.0					$	3.1

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

			July 31, 2023						April 30, 2023
Weighted average remaining lease term (in years):
Operating leases			6.9						4.8
Finance leases			3.1						3.1
Weighted average discount rate:
Operating leases			4.1		%				3.3		%
Finance leases			2.4		%				2.4		%

Note 12: Income Taxes

The effective income tax rates for the three months ended July 31, 2023 and 2022, were 23.0 and 22.2 percent, respectively. During the three months ended July 31, 2023 and 2022, the effective income tax rates varied from the U.S. statutory income tax rate of 21.0 percent primarily due to state income taxes.

Within the next 12 months, it is reasonably possible that we could decrease our unrecognized tax benefits by an estimated $2.1, primarily as a result of the expiration of statute of limitation periods.

Note 13: Accumulated Other Comprehensive Income (Loss)

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

			Foreign Currency Translation Adjustment						Net Gains (Losses) on Cash Flow Hedging Derivatives (A)						Pension and Other Postretirement Liabilities (B)						Unrealized Gain (Loss) on Available- for-Sale Securities						Accumulated Other Comprehensive Income (Loss)
Balance at May 1, 2023			$	(34.3)					$	(153.6)					$	(52.7)					$	1.4					$	(239.2)
Reclassification adjustments			—						3.4						3.7						—						7.1
Current period credit (charge)			7.4						—						(3.2)						(0.3)						3.9
Income tax benefit (expense)			—						(0.8)						(0.1)						0.1						(0.8)
Balance at July 31, 2023			$	(26.9)					$	(151.0)					$	(52.3)					$	1.2					$	(229.0)

			Foreign Currency Translation Adjustment						Net Gains (Losses) on Cash Flow Hedging Derivatives (A)						Pension and Other Postretirement Liabilities (B)						Unrealized Gain (Loss) on Available- for-Sale Securities						Accumulated Other Comprehensive Income (Loss)
Balance at May 1, 2022			$	(21.1)					$	(163.9)					$	(54.2)					$	1.8					$	(237.4)
Reclassification adjustments			—						3.3						0.7						—						4.0
Current period credit (charge)			1.4						—						—						(0.4)						1.0
Income tax benefit (expense)			—						(0.8)						(0.3)						0.1						(1.0)
Balance at July 31, 2022			$	(19.7)					$	(161.4)					$	(53.8)					$	1.5					$	(233.4)

(A)The reclassification from accumulated other comprehensive income (loss) is composed of deferred gains (losses) related to terminated interest rate contracts which were reclassified to interest expense – net. For additional information, see Note 9: Derivative Financial Instruments.

(B)The reclassification from accumulated other comprehensive income (loss) to other income (expense) – net is composed of settlement charges and amortization of net losses and prior service costs. For additional information, see Note 8: Pensions and Other Postretirement Benefits.

Note 14: Contingencies

We, like other food manufacturers, are from time to time subject to various administrative, regulatory, and other legal proceedings arising in the ordinary course of business. We are currently a defendant in a variety of such legal proceedings, and while we cannot predict with certainty the ultimate results of these proceedings or potential settlements associated with these or other matters, we have accrued losses for certain contingent liabilities that we have determined are probable and reasonably estimable at July 31, 2023. Based on the information known to date, with the exception of the matters discussed below, we do not believe the final outcome of these proceedings will have a material adverse effect on our financial position, results of operations, or cash flows.

We are defendants in a series of putative class action lawsuits that were transferred to the U.S. District Court for the Western District of Missouri for coordinated pre-trial proceedings. The plaintiffs assert claims arising under various state laws for false advertising, consumer protection, deceptive and unfair trade practices, and similar statutes. Their claims are premised on allegations that we have misrepresented the number of servings that can be made from various canisters of Folgers coffee on the packaging for those products.

The outcome and the financial impact of these cases, if any, cannot be predicted at this time. Accordingly, no loss contingency has been recorded for these matters as of July 31, 2023, and the likelihood of loss is not considered probable or estimable. However, if we are required to pay significant damages, our business and financial results could be adversely impacted, and sales of those products could suffer not only in these locations but elsewhere.

Product Recall: In May 2022, we initiated a voluntary recall of select Jif peanut butter products produced at our Lexington, Kentucky facility and sold primarily in the U.S., due to potential salmonella contamination. At that time, we also suspended the manufacturing of Jif peanut butter products at the Lexington facility and temporarily paused shipments from our Memphis, Tennessee facility. No other products produced at our other facilities were affected by the recall. In June 2022, we resumed manufacturing at our Lexington facility, as well as shipping from our Memphis facility. We partnered with retailers to restock Jif peanut butter products during the first quarter of 2023 and returned to normal levels at the end of 2023. We recognized total direct costs associated with the recall of approximately $120.0, net of insurance recoveries, related to customer returns, fees, unsaleable inventory, and other product recall-related costs, primarily within our U.S. Retail Consumer Foods segment. Approximately $65.0 of direct costs were recognized during the first quarter of 2023 and no significant direct costs were recognized during the first quarter of 2024.

Further, the U.S. Food and Drug Administration (the “FDA”) issued a Warning Letter on January 24, 2023, following an inspection of our Lexington facility completed in June 2022 in connection with the Jif voluntary recall, identifying concerns regarding certain practices and controls at the facility. We have responded to the Warning Letter with a detailed explanation of our food safety plan and extensive verification activities to prevent contamination in Jif peanut butter products. In addition, we have worked diligently to further strengthen our already stringent quality processes, including doubling our finished product testing and tripling our environmental testing to verify the efficacy of our actions. The FDA or other agencies may nonetheless conclude that certain practices or controls were not in compliance with the Federal Food, Drug, and Cosmetic Act or other laws. Any potential regulatory action based on such an agency conclusion could result in the imposition of injunctive terms and monetary payments that could have a material adverse effect on our business, reputation, brand, results of operations, and financial performance, as well as affect ongoing consumer litigation associated with the voluntary recall of Jif peanut butter products. The outcome and financial impact of the ongoing consumer litigation or any potential regulatory action associated with the Jif voluntary recall cannot be predicted at this time. Accordingly, no loss contingency has been recorded for these matters as of July 31, 2023, and the likelihood of loss is not considered probable or estimable.

Note 15: Common Shares

The following table sets forth common share information.

			July 31, 2023						April 30, 2023
Common shares authorized			300.0						300.0
Common shares outstanding			102.1						104.4
Treasury shares			44.4						42.1

Repurchase Program: On March 2, 2023, we entered into a share repurchase plan (the “10b5-1 Plan”) established in accordance with Rule 10b5-1 of the Exchange Act in connection with the remaining common shares authorized for repurchase by the Board, which was approximately 3.5 million common shares as of April 30, 2023. In accordance with the 10b5-1 Plan, our designated broker had the authority to repurchase approximately 2.4 million common shares, which commenced upon the sale of certain pet food brands on April 28, 2023, and expired 45 calendar days after the closure of the transaction. During the three months ended July 31, 2023, we repurchased approximately 2.4 million common shares for $362.8 under the 10b5-1 Plan, and approximately 1.1 million common shares remain available for repurchase. In accordance with The Inflation Reduction Act of 2022, H.R. 5376 (the “Inflation Reduction Act”), a one percent excise tax was applied to share repurchases after December 31, 2022. As a result, an excise tax of $3.6 was accrued on the repurchased shares during the first quarter of 2024 and included within additional capital in our Condensed Consolidated Balance Sheet.

During the three months ended July 31, 2022, we did not repurchase any common shares under a repurchase plan authorized by the Board. All other share repurchases during the three months ended July 31, 2023 and 2022, consisted of shares repurchased from stock plan recipients in lieu of cash payments.