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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Commission File Number 1-6699

INTERNATIONAL MULTIFOODS CORPORATION
(Exact name of registrant as specified in its charter)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

        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 (the "Act") 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 the past 90 days. Yes ý    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ý    No o

        The aggregate market value of Common Stock, par value $.10 per share, held by non-affiliates of the registrant (see Item 12 hereof) computed by reference to the closing price as reported in the consolidated transaction reporting system as of August 29, 2003 (the last business day of the registrant's most recently completed second fiscal quarter) was $482,168,190.

        The number of shares outstanding of the registrant's Common Stock, par value $.10 per share, as of April 16, 2004 was 19,441,850.

DOCUMENTS INCORPORATED BY REFERENCE

None

FORM 10-K TABLE OF CONTENTS

PART I

Item 1. Business.

General

        International Multifoods Corporation ("Multifoods"), incorporated in Delaware in 1969 as the successor to a business founded in 1892, operates food manufacturing businesses in the United States and Canada.

        We manage our businesses through three operating segments: U.S. Consumer Products, Foodservice Products and Canadian Foods. In September 2002, we completed the sale of our foodservice distribution business. We have classified our foodservice distribution business as a discontinued operation. Financial information for the last three fiscal years for each of our business segments is included in Note 17 to our Consolidated Financial Statements included under Part II, Item 8 hereof.

        On March 7, 2004, we entered into an agreement to be acquired by The J.M. Smucker Company. Under the terms of the agreement, our stockholders will receive $25 per common share in a combination of 80% J.M. Smucker common stock and 20% cash, subject to possible adjustment in the percentages of stock and cash. Completion of the transaction is subject to approval by J.M. Smucker and Multifoods stockholders and customary regulatory approvals. The transaction is expected to close by the end of June 2004.

U.S. Consumer Products

        Through our U.S. Consumer Products segment, we market and distribute flour and scratch ingredients, dessert and baking mixes, ready-to-spread frostings, potato mixes, dry breakfast mixes and syrups primarily under the Pillsbury, Martha White, Jim Dandy, Gladiola, Robin Hood, La Piña, Red Band, Softasilk, Hungry Jack and Idaho Spuds brand names for sale through retail channels in the United States. In addition, we market and sell evaporated milk products under our Pet brand name and flavored rice and pasta side-dish products under our Farmhouse brand name. Products in our portfolio are strong brands in the packaged foods industry, some having operating histories more than 100 years.

        Our Pillsbury branded products currently include 129 stock-keeping units ("SKUs") in seven general subcategories: cake mix, ready-to-spread frosting, brownie mix, muffin mix, cookie mix, quickbread mix and flour and scratch ingredients. Our Martha White branded products are primarily marketed under three major subcategories of muffin mixes, brownie mixes and scratch ingredients. We also market cornbread mix under the Gladiola brand name and grits under the Jim Dandy brand name. Presently, we market a total of 88 SKU's under our Martha White, Gladiola and Jim Dandy brands. We currently market 51 SKUs primarily under the Hungry Jack brand, including 14 pancake mix SKUs, six syrup SKUs and 31 potato mix SKUs. The 31 potato mix SKUs include products across three product lines: core mashed potatoes, specialty potatoes and mashed potatoes with gravy. We market 12 SKUs in the flour and scratch subcategory under our Robin Hood, La Piña, Red Band and Softasilk brands. We also market ten evaporated milk products under our Pet brand and 27 pasta and rice side-dish SKUs under our Farmhouse brand. Approximately half of the products of the U.S. Consumer Products segment are manufactured at our Toledo, Ohio manufacturing facility, while third party co-packers manufacture and package the remainder of this segment's products.

        The Pillsbury Company has licensed to us the exclusive right to use certain Pillsbury trademarks, including the Pillsbury "barrelhead" and "doughboy" related trademarks, on a royalty-free basis for an initial term of 20 years. After the initial 20-year term, the license is automatically renewable for unlimited additional 20-year terms on a royalty-free basis. This license allows us to use the licensed marks on certain dessert and baking mix and flour products and other baking related products in retail channels in the United States and its territories and commonwealths, including Puerto Rico. We also

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have the non-exclusive right to sell covered products bearing these trademarks to stores of United States-based retailers in Mexico and Canada.

        Our U.S. Consumer Products segment sells its products to supermarket chains, retail wholesalers and other retail channels. Our customers include Wal-Mart Stores, Inc., Kroger Co. and SuperValu, Inc. CROSSMARK, Inc., a privately held, nationwide sales and marketing organization, provides retail sales and marketing services for our U.S. Consumer Products brands. We also employ a direct sales force.

        Our U.S. Consumer Products segment competes in the United States retail food manufacturing industry. Our Pillsbury and Martha White brands compete primarily within the dessert and baking mixes, or DBM, market. The DBM market includes mixes for cakes, cookies, brownies, muffins and quickbread, as well as ready-to-spread frosting and ingredients used in scratch baking such as flour. Within the DBM category, we compete primarily with Betty Crocker, which is produced by General Mills, and Duncan Hines, which is produced by Pinnacle Foods Group, Inc. Our Hungry Jack brand competes in three primary market categories: pancake mix, dehydrated potatoes and table syrup. We compete primarily with Aunt Jemima, which is produced by PepsiCo's Quaker Foods North America segment, in pancake mix and Betty Crocker in dehydrated potatoes. We compete on the basis of product quality, product convenience, the ability to identify and satisfy emerging consumer preferences, brand loyalty, timely delivery and customer service, as well as price.

Foodservice Products.

        Our Foodservice Products segment produces approximately 1,200 products for retail, wholesale and in-store bakeries and foodservice customers primarily in the United States. Through this segment, we produce baking mix products, including mixes for breads, rolls, bagels, donuts, muffins, Danishes, cakes, cookies, brownies, bars and pizza crusts, as well as fillings, icings and frostings. Baking mix products are marketed under our Multifoods, Pillsbury and Jamco brands. In addition, we manufacture and market frozen batters, doughs and desserts under our Multifoods, Gourmet Baker and Fantasia brands. Our products are marketed through our own direct sales force of sales and technical support personnel, as well as through a network of brokers and bakery distributors, which in turn sell our products to retail bakers and other customers. Our customers include Ahold USA, Inc., Costco Wholesale Corporation, Dunkin' Donuts, Pizza Hut, Inc., Sysco Corporation and U.S. Foodservice, Inc.

        Under a foodservice trademark license agreement with The Pillsbury Company, we have the exclusive right to use certain Pillsbury trademarks, including the Pillsbury "barrelhead" and "doughboy" related trademarks, on a royalty-free basis until November 2008 on certain non-custom dry mix products in packages of seven pounds or less and non-custom frosting products in packages of 11 pounds or less in foodservice channels in the United States and its territories and commonwealths, including Puerto Rico, and in certain limited instances and on a non-exclusive basis, Mexico and Canada. This license is non-renewable.

        Our Foodservice Products segment encounters significant competition in the bakery products market. We are a leading supplier of baking mixes to foodservice operators and retail and in-store bakeries in the United States and we compete with several large corporations and regional producers of baking mixes. With respect to frozen bakery products, we compete primarily in the foodservice and in-store bakery markets with several large corporations and numerous regional suppliers that have select product offerings. Our largest competitor in both of the baking mixes and frozen bakery products categories is General Mills, Inc. We compete on the basis of product quality and uniqueness, product convenience, brand loyalty, timely delivery and customer service, as well as price.

        Canadian Foods.    Our Canadian Foods segment consists of our retail and commercial foods businesses in Canada. Canadian Foods manufactures flour and baking mixes, primarily under the Robin Hood brand, and pickles and relish condiments, primarily under the Bick's brand for sale through retail and commercial channels in the United States and Canada. Thirty retail baking mixes are sold in

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Canada under our Robin Hood brand, while retail flour is sold in Canada under the Robin Hood, Golden Temple, Brodie, Cream of the West, and Monarch brands. In the United States, we sell retail flour under our Golden Temple brand. We also sell hot cereals in Canada under our Robin Hood, Old Mill, Red River and Purity brands. In addition, we manufacture and market pickles and relish condiments to consumers in Canada, where our Bick's brand is the market leader. We also sell condiments in Canada under the Habitant, Gattuso, Woodman's and McLaren's labels.

        The commercial foods business of our Canadian Foods segment produces pickles and relish condiments, baking mix products, wheat flour and oat products for retail, in-store and wholesale bakeries and foodservice customers in Canada and the United States. Such products are sold primarily under our Robin Hood and Bick's brands.

        The products of our Canadian Foods segment are marketed primarily through our own sales organization, supported by advertising and other promotional activities. Our customers include Loblaw Companies Limited, The TDL Group Limited and Sobeys Inc. Our competitors in Canada include both large corporations and regional producers. We compete on the basis of product quality, product convenience, the ability to identify and satisfy emerging consumer preferences, brand loyalty, timely delivery and customer service, as well as price.

Discontinued Operations

        In September 2002, we completed the sale of our foodservice distribution business. The foodservice distribution business is treated as discontinued operations in our consolidated financial statements.

Other Information Relating to the Business of Multifoods

        Sources of Supply and Raw Materials.    With respect to each of our U.S. Consumer Products, Foodservice Products and Canadian Foods segments, raw materials generally are available from numerous sources and we believe that we will continue to be able to obtain adequate supplies. In Canada, we minimize risks associated with wheat market price fluctuations by hedging our wheat and flour inventories, open wheat purchase contracts and open flour sales contracts with wheat futures contracts. In the United States, we also enter into futures contracts to reduce the risk of price fluctuations on certain anticipated raw material purchases. See Note 9 to the Consolidated Financial Statements included under Part II, Item 8, hereof.

        Trademarks and Other Intellectual Property.    We own numerous trademarks, service marks and product formulae which are important to our businesses. In addition, we use certain Pillsbury trademarks, including the Pillsbury "barrelhead" and "doughboy" related trademarks, on a royalty-free basis, under the terms of the retail trademark license agreement and the foodservice trademark license agreement described above. The most significant trademarks and service marks are identified by appearing in all italicized letters above. Most of our trademarks and service marks are registered.

        Seasonality.    Each of our U.S. Consumer Products, Foodservice Products and Canadian Foods segments experience some seasonality of their businesses due to increased demand for their products during the fall and holiday baking seasons. As a result, sales volumes of each of the U.S. Consumer Products, Foodservice Products and Canadian Foods segments are generally higher during our fiscal third quarter.

        Research and Development.    Our expenses for research and development for fiscal years 2004, 2003 and 2002 were $7.6 million, $6.4 million and $3.7 million, respectively.

        Environmental Regulation.    Our facilities in the United States and Canada are subject to federal, state, provincial and local environmental laws and regulations. Compliance with these provisions has

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not had, and we do not expect such compliance to have, any material adverse effect upon our capital expenditures, net earnings or competitive position.

        On September 22, 2003, Multifoods received a Request for Information from the Minnesota Department of Agriculture ("MDA") concerning an alleged incident involving the release of pesticides into the environment at the former Brown County Feed Services ("BCFS") site located in Essig, Minnesota. BCFS was a retail agricultural dealership owned 51% by Multifoods and 49% by an individual. Multifoods' interest in BCFS was sold in 1991. On October 24, 2003 the MDA issued to Multifoods a Request for Agricultural Chemical Incident Investigation and Corrective Action and Special Order (the "Request and Order") requesting that Multifoods retain a consulting firm to investigate and clean up the incident, and ordering Multifoods not to engage in any activities on the site that could interfere with or compromise the remedial investigation or corrective action efforts at the site. Pursuant to the Request and Order, Multifoods developed a remedial investigation work plan for submission to the MDA. The MDA has approved the Multifoods work plan and the investigative activities described in the work plan are anticipated to commence soon.

        On February 9, 2004, Multifoods received from the Kansas Department of Health and Environment (the "KDHE") a draft Consent Order to undertake a Comprehensive Investigation/Corrective Action and provision of Alternative Water Supply related to the Former Agrex Site in Saline County, Kansas. The Former Agrex Site was previously owned and operated by Multifoods as a grain elevator facility, and was sold by Multifoods in 1974. Pursuant to the draft Consent Order, the KDHE has alleged that in the course of operating the grain facility at the Former Agrex Site, Multifoods and a subsequent owner and operator of the grain facility, Agrex, Inc., used grain fumigants that contained certain volatile organic compounds. The KDHE is seeking to require Multifoods and Agrex, Inc. to undertake a preliminary investigation of the Former Agrex Site to determine the extent, if any, of contamination of the groundwater at the Former Agrex Site and to provide alternate water supplies to certain residential properties in the area of the Former Agrex Site that currently use private wells as their water source. Multifoods is currently investigating this matter and is in negotiations with the KDHE. Multifoods has also tendered defense of this matter to Multifoods' primary general liability insurance carrier during the period at issue.

        Employees.    As of February 28, 2004, we and our subsidiaries had 2,162 employees.

        Available Information.    Multifoods' internet website is http://www.multifoods.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports are made available, free of charge, under the "Investor Relations" section of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. In addition, our Principles of Corporate Governance and the Charters of each of the Audit Committee, Compensation and Human Resources Committee and Nominating and Corporate Governance Committee of our Board of Directors are available under the "Investor Relations" section of our website. All of the foregoing documents are available in print and can be obtained by sending a written request to Investor Relations at International Multifoods Corporation, 110 Cheshire Lane, Minnetonka, MN 55305-1060.

Cautionary Statement Relevant to Forward-Looking Information

        This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, we may from time to time make written and oral forward-looking statements. These forward-looking statements are based on current expectations or beliefs, including, but not limited to, statements concerning our operations and financial performance and condition. For this purpose, statements that are not statements of historical fact may be deemed to be forward-looking statements. We caution that these statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors,

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including, among others, approval of the merger transaction with The J.M. Smucker Company by Multifoods and Smucker shareholders and regulatory authorities; consummation of the proposed merger transaction; timing of the closing of the proposed merger transaction; the impact of competitive products and pricing; changes in consumer preferences and tastes or perceptions of health-related issues; effectiveness of advertising or market-spending programs; market or weather conditions that may affect the costs of grain, other raw materials, utilities and fuel; the impact of labor matters; changes in laws and regulations; fluctuations in foreign exchange and interest rates; the potential inability to collect on a $6 million insurance claim receivable related to the loss of product in St. Petersburg, Russia; the potential enforcement of our guarantees on lease obligations of our former foodservice distribution business; risks commonly encountered in international trade; and other factors as may be discussed in our reports and other filings filed with the Securities and Exchange Commission.

Item 2. Properties.

        Our principal executive offices are located in Minnetonka, Minnesota in leased office space. Several of our subsidiaries also own or lease office space. We operate numerous processing and distribution facilities throughout the United States and Canada. We believe that our facilities are suitable and adequate for current production volumes. The following is a description of our properties as of February 28, 2004.

        We manufacture the products of our U.S. Consumer Products, Foodservice Products and Canadian Foods segments in 17 owned and leased processing facilities across the United States and Canada, as described in the following table:

*

We own the building and lease the land at our Pt. Colborne facility.

        Our U.S. Consumer Products, Foodservice Products and Canadian Foods segments also operate two research and development laboratories.

Item 3. Legal Proceedings.

        Neither Multifoods nor any of its subsidiaries is a party to any legal proceeding that is material to the business, financial condition or results of operations of Multifoods. See the information under the

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heading "Other Information Relating to the Business of Multifoods—Environmental Regulation" in Item 1 above for a description of environmental matters in which Multifoods is involved.

Item 4. Submission of Matters to a Vote of Security Holders.

        No matters were submitted to a vote of security holders of Multifoods during the fourth quarter of the fiscal year ended February 28, 2004.

EXECUTIVE OFFICERS OF MULTIFOODS.

        The information contained in Item 10 in Part III hereof under the heading "Directors and Executive Officers of Multifoods" is incorporated by reference in Part I of this Report.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

        Our Common Stock is listed on the New York Stock Exchange. The high and low sales prices for our Common Stock as reported in the consolidated transaction reporting system for each quarterly period within the two most recent fiscal years, shown in Note 19 to our Consolidated Financial Statements included under Part II, Item 8 hereof, is incorporated herein by reference. We did not pay any dividends on our Common Stock during the two most recent fiscal years.

        As of April 16, 2004, there were 1,500 holders of record of our Common Stock.

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Item 6. Selected Financial Data.

Five-Year Comparative Summary

(1)

In fiscal 2003, we classified our foodservice distribution business as discontinued operations. Prior-year information has been reclassified accordingly.

(2)

Continuing operations only.

(3)

Includes discontinued operations.

        The information contained in Note 1 ("Summary of Significant Accounting Policies"), Note 2 ("Business Acquired"), Note 3 ("Discontinued Operations"), Note 5 ("Unusual Items") and Note 18 ("Subsequent Events") to Multifoods' Consolidated Financial Statements included under Part II, Item 8 is incorporated herein by reference.

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

OVERVIEW

        International Multifoods Corporation is a North American producer of branded consumer foods and foodservice products, including baking mixes, frozen bakery products, flour, ready-to-spread frostings, condiments, and potato and pancake mix offerings. We operate the company through three operating segments—U.S. Consumer Products, Foodservice Products and Canadian Foods.

        We manage the company to provide strong operating cash flows and profitable growth through brand building, product innovation and improvements in operating efficiencies. Our strategies are built around our strengths in branded food products. The key financial metrics we use to evaluate performance are growth in net sales, operating earnings and earnings per share, as well as free cash flows (defined as cash flows from operations less capital expenditures).

        On March 7, 2004, we entered into an agreement to be acquired by The J.M. Smucker Company. Under the terms of the agreement, our shareholders will receive $25 per common share in a combination of 80% J.M. Smucker common stock and 20% cash. Completion of the transaction is subject to approval by J.M. Smucker and Multifoods shareholders and customary regulatory approvals. The transaction is expected to close by the end of June 2004.

        In September 2002, we sold our foodservice distribution business for $166 million in cash to Wellspring Distribution Corp. The foodservice distribution business is classified as discontinued operations in the consolidated financial statements and in the following management discussion and analysis.

        In November 2001, we completed the acquisition of the Pillsbury desserts and specialty products business, the Pillsbury non-custom foodservice baking mix and frosting business, and certain regional flour and side-dish brands of General Mills. The acquisition made International Multifoods a leading marketer of U.S. consumer baking products and enhanced our existing U.S. foodservice manufacturing business.

RESULTS OF OPERATIONS

Fiscal 2004 compared with Fiscal 2003

Continuing operations

Overview

        Consolidated net sales for fiscal 2004 declined 3% to $908 million. The decline was driven by lower sales volume in each of our business segments. Our sales volumes were negatively impacted by competitive pressures, the current popularity of low carbohydrate diets, our decision to exit a low margin foodservice account and a decline in our Canadian commercial bakery mix sales. The decline was partially offset by the impact on net sales of a stronger Canadian dollar on currency translation.

        Earnings from continuing operations in fiscal 2004 were $17.5 million, or 90 cents per diluted share, compared with $27.7 million, or $1.43 per diluted share last year. Earnings from continuing operations in both fiscal 2004 and 2003 were affected by losses from the early retirement of debt obligations. In addition, earnings in fiscal 2004 were affected by costs of reorganization, merger and exit activities. Costs associated with these activities have been classified as unusual items in the consolidated statement of operations and are described in our discussion of Segment Results and in Note 5 to the consolidated financial statements. The following table presents the after-tax impact of

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these costs on earnings from continuing operations and diluted earnings per share for fiscal 2004 and 2003.

        Earnings from continuing operations in fiscal 2004 were also negatively impacted by a decline in pension income and the lower sales volumes. Pension income was affected by the significant decline in the equity markets for 2000 through 2002, a lower expected return on pension plan assets and a lower discount rate assumption for determining pension plan liabilities. See Note 16 to the consolidated financial statements for additional information on our pension plans.

Segment Results

U.S. Consumer Products

        Net sales declined 6% to $388.6 million, as the result of an 8% decline in unit sales volumes. Our sales volumes were affected by competitive promotional activity, soft product category trends and the bankruptcy of Fleming Companies, Inc. Fleming, which was a large customer of our consumer food products, filed for bankruptcy protection on April 1, 2003. Product category trends have been negatively affected by the growing popularity of low carbohydrate diets, which we believe will continue to negatively impact consumer demand in the foreseeable future.

        Operating earnings declined 6% to $53.1 million as a result of the lower sales volume, a $1.7 million bad debt charge associated with the Fleming bankruptcy and higher commodity costs. We experienced unfavorable commodity cost comparisons in the first half of the fiscal year, which was primarily driven by higher wheat costs. The decline in operating earnings was partially offset by lower consumer and trade promotion expenses.

Foodservice Products

        Net sales declined 11% to $202.5 million due to lower unit volumes in our bakery mix and ready-to-bake product lines. Overall sales volumes in fiscal 2004 declined 16%. Sales of bakery mix products have been impacted by ongoing softness in the foodservice industry and competitive pressures.

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The sales decline was also the result of lower unit sales volume in our ready-to-bake product line, which was primarily the result of exiting a large low margin customer account.

        Higher raw material costs and the lower sales volumes adversely affected operating results in fiscal 2004. Raw material costs increased primarily as a result of sharply higher egg costs. We believe that high egg costs as well as unfavorable sales volumes will continue to negatively impact operating results of the business segment in fiscal 2005. The earnings decline was partially offset by reduced selling and administrative costs.

        In addition to the factors described in the preceding paragraph, operating results in the current year were impacted by a $1 million pre-tax charge for severance costs associated with reducing the number of production employees at our plant in Sedalia, Missouri and closing two small facilities in the eastern United States. Operating results in the current period were also affected by a $1.3 million pre-tax charge for severance costs associated with closing a plant in Simcoe, Ontario, Canada. In addition, we sold production equipment and other assets at the plant for a pre-tax gain of $0.4 million. The plant closure and asset sale resulted from our decision to exit the frozen pie product line, which had annual sales of approximately $10 million but did not generate operating earnings. We also recognized severance costs of $0.6 million for the departure of two executives of the Foodservice Products business. The costs associated with these actions and gain on sale of production equipment have been classified as unusual items in the consolidated statement of operations.

Canadian Foods

        Net sales increased 6% to $316.9 million, primarily driven by the impact of a stronger Canadian dollar on currency translation. Excluding the effects of currency translation, net sales declined approximately 4%, due primarily to lower volumes in commercial and consumer baking mixes. We experienced a significant decline in commercial bakery mix volume as a result of a large customer transitioning to a frozen product format. The decline in consumer mixes was attributable to our decision to discontinue the sale of Duncan Hines products in Canada, which we manufactured and marketed under an agreement with Aurora Foods Inc. The agreement expired in June 2003.

        Operating earnings declined 30% to $15.4 million. The earnings decline was primarily driven by the sales volume decline and unfavorable gross margin impact on our U.S. dollar-denominated sales as a result of a stronger Canadian dollar. If the Canadian dollar continues to stay strong relative to the U.S. dollar, our gross margin on U.S. dollar-denominated sales will continue to be adversely impacted. Operating earnings were also adversely affected by a $2.8 million pre-tax charge for severance costs associated with reorganizing the Canadian Foods business.

Corporate

        In fiscal 2004, we recorded $2.3 million for professional fees we incurred to conduct an enterprise-wide assessment of our organizational structure and for legal fees associated with the sale agreement we entered into with The J.M. Smucker Company. We also recorded a charge of $0.8 million for severance costs associated with the departure of the President of the Company.

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Non-operating Expense and Income

        In fiscal 2004, net interest expense was $22.4 million, compared with $24.6 million in fiscal 2003. The decrease was primarily due to lower average borrowing rates on our variable rate debt obligations.

        During fiscal 2004, we recognized a non-cash write off of unamortized financing costs of $4.4 million as a result of replacing our senior secured credit facility. We also recorded in fiscal 2004 a $1.4 million foreign exchange gain on U.S. dollar-denominated debt that was held by our Canadian business. The gain resulted from a stronger Canadian dollar, which had the effect of reducing the amount of Canadian dollars our Canadian business needed to repay the U.S. dollar debt obligation.

Income Taxes

        Our consolidated effective income tax rate was 29.3% in fiscal 2004, compared with 37% last year. The decline is primarily the result of the implementation of tax planning initiatives in Canada and favorable resolution of state tax audits.

Fiscal 2003 compared with Fiscal 2002

Continuing operations

Overview

        Consolidated net sales for fiscal 2003 increased $341.4 million, or 57%. This increase was primarily driven by the full year contribution from the acquired Pillsbury and General Mills businesses. Excluding sales from the acquired businesses, net sales increased 4% in fiscal 2003.

        Earnings from continuing operations in fiscal 2003 were $27.7 million, or $1.43 per diluted share, compared with $5 million, or 26 cents per diluted share in fiscal 2002. Earnings from continuing operations in both fiscal 2003 and 2002 were affected by losses on the early repayment of debt obligations. Fiscal 2002 earnings also included costs for certain reorganization activities, which are classified as unusual items on our consolidated statement of operations, and a $10.3 million write-off of fees related to the planned issuance of $200 million of high-yield unsecured notes. We canceled the debt offering as more favorable financing became available when, as part of the acquisition, Diageo plc agreed to guarantee $200 million of our debt obligations. The following table presents the after-tax impact of these costs on earnings from continuing operations and diluted earnings per share for fiscal 2003 and 2002.

        The significant increase in earnings from continuing operations was driven by the earnings contribution from the acquired businesses. The earnings increase was partially offset by higher interest expense, which reflects the additional debt we incurred for the acquisition.

        Earnings from continuing operations in both fiscal 2003 and 2002 included income from our defined benefit pension plans. Strong investment performance in the 1990s significantly increased our

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pension assets, which resulted in recognition of pension income. See Note 16 to the consolidated financial statements for additional information on our pension plans.

Segment Results

U.S. Consumer Products

        This business segment was formed in fiscal 2002 as a result of our acquisition of certain retail brands of The Pillsbury Company and General Mills. The operating results of the acquired brands are included in our results since Nov. 13, 2001 (the date of acquisition).

        Net sales were $413 million, compared with $109.7 million in fiscal 2002. On a comparable pro forma basis, assuming we owned the retail brands for all of fiscal 2002, unit volume increased about 3%. The increase in comparable unit volume is the result of success in non-traditional channels, such as mass merchandisers, dollar stores and limited assortment formats, new product introductions, and new marketing and merchandising programs.

        Fiscal 2003 operating earnings of $56.4 million benefited from higher sales volume that was driven by new product introductions and merchandising programs, but were adversely affected by significant competitive activity and higher commodity costs.

Foodservice Products

        Net sales increased 6% to $228.6 million as a result of the full-year contribution of the acquired Pillsbury foodservice business. Excluding the acquired business, sales declined approximately 4%. The decline was primarily the result of lower baking mix volumes and continued softness in the foodservice industry.

        Operating earnings increased 51% to $6.2 million, due to the earnings contribution from the acquired Pillsbury business. The increase in operating earnings was partially offset by the impact of lower baking mix sales volumes, higher commodity costs and a loss we incurred when a supplier filed for bankruptcy. In addition, operating earnings comparisons were impacted by a $0.9 million unusual charge recorded in fiscal 2002 that was associated with the reorganization of our sales force and efforts to reduce manufacturing overhead expense. The unusual charge was primarily for severance costs associated with the departure of 23 employees.

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Canadian Foods

        Net sales increased 9% to $297.7 million, primarily due to higher selling prices that resulted from higher commodity costs. Unit sales volumes increased approximately 1%, as a result of growth in commercial flour, consumer condiments and export products, partially offset by unit volume declines in commercial baking mixes and consumer flour. A new product offering introduced in fiscal 2002 drove the increase in consumer condiments unit volume. The decline in commercial baking mix sales was primarily the result of a large customer transitioning to a frozen product format. Consumer flour volumes were affected by competitive activities.

        Operating earnings comparisons were impacted by a $1.5 million unusual gain recorded in fiscal 2002 that resulted from the sale of our condiments-processing facility in Scarborough, Ontario. The sale was part of a plan to consolidate our condiments-processing operations in Dunnville, Ontario. Excluding the unusual net gain, operating earnings declined by $0.8 million as a result of lower consumer flour volumes and higher plant costs. In addition, operating earnings in both fiscal years were affected by costs and inefficiencies that resulted from our condiments facility consolidation project.

Non-Operating Expense and Income

        In fiscal 2003, net interest expense was $24.6 million, compared with $11.6 million in fiscal 2002. The increase was primarily due to the debt we incurred in November 2001 to finance the acquisition of the Pillsbury and General Mills businesses. The increase was partially offset by lower average borrowing rates on our variable rate debt obligations.

        In fiscal 2002, we wrote off $10.3 million of underwriting and other direct costs associated with the planned issuance of $200 million in high-yield unsecured notes. We canceled the debt offering as more favorable financing became available when, as part of the acquisition, Diageo plc agreed to guarantee $200 million of our debt obligations.

        In fiscal 2003, we recorded a $4.7 million charge associated with the early repayment of term loans, which is classified as other income (expense), net in the consolidated statement of operations.

        Other income (expense), net in fiscal 2002 included a $0.9 million gain from the sale of Prudential Financial, Inc. (Prudential) common stock. We received the common stock as part of Prudential's conversion from a mutual company to a stock company. In addition, we also recorded a charge of $0.7 million for direct costs incurred for the early redemption of outstanding medium-term notes and the write-off of unamortized bank fees that resulted from the refinancing of our debt facilities.

Income Taxes

        For fiscal 2003, our overall effective tax rate was 37%, compared with 33.2% in fiscal 2002. The effective tax rate in fiscal 2002 was impacted by a low income tax rate on the gain from the sale of our condiments facility in Canada.

Discontinued operations

        On Sept. 9, 2002, we sold our foodservice distribution business for $166 million in cash to Wellspring Distribution Corp. We recorded a net after-tax loss of $25.9 million on the disposition.

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        Our discontinued foodservice distribution business had a pre-tax operating loss of $8.8 million ($6.5 million after tax) in fiscal 2003. Operating results included a $5.2 million pre-tax loss from the curtailment and settlement of pension obligations, resulting from the sale of the business. In addition, we recorded a $3.7 million pre-tax charge primarily for severance costs.

        As a result of our adoption of Statement of Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets," we recorded a cumulative effect of a change in accounting principle of $41.3 million to write off the goodwill associated with the foodservice distribution business. See additional discussion in Note 8 to the consolidated financial statements.

FINANCIAL CONDITION

        Our major sources of liquidity are cash flows from operations and borrowings from our $175 million revolving credit facility. As of Feb. 28, 2004, $69.2 million of borrowings were outstanding under the revolving credit facility. In addition, $8.1 million of the facility was unavailable due to outstanding letters of credit. While our debt covenants limit new borrowings based on maintenance of specified ratios and asset levels, we were permitted under the covenants to borrow up to an additional $49 million as of Feb. 28, 2004.

        We believe that cash flows from operations and borrowings from our existing revolving credit facility will be sufficient to meet our operating requirements and debt service obligations in fiscal 2005. However, our future financial performance could be impacted by a change in general economic or competitive conditions or other unforeseen events that are beyond our control. If our earnings were adversely affected by such factors or events, we could violate our debt covenants. In the event that such noncompliance appears likely, or occurs, we would seek the lenders' approvals of amendments to, or waivers of, such financial covenants.

        Our debt-to-total-capitalization ratio declined to 56% at Feb. 28, 2004, compared with 59% at March 1, 2003.

Capital Resources

        In August 2003, we entered into a new five-year, $250 million senior secured credit agreement with a syndicate of banks in order to refinance our previous credit facility under more favorable terms. The new senior secured credit agreement is comprised of a $175 million revolving credit facility and $75 million of amortizing term loans. The interest rates on borrowings under the new credit agreement are variable and based on current market interest rates plus a spread based on our leverage. The current spread on LIBOR based loans is 2.25%. The credit agreement also contains covenants that require the maintenance of leverage and fixed charge coverage ratios and limit revolver borrowings based on our asset levels. Borrowings under the agreement may be used for general corporate purposes. The agreement is secured by our assets.

        We have $200 million of senior unsecured notes that mature on Nov. 13, 2009, and have an interest rate of 6.602%, payable annually. In anticipation of the issuance, we entered into an interest rate swap agreement that, when terminated, had the effect of adjusting the effective interest rate of the notes to 5.97%. The senior unsecured notes have been guaranteed by Diageo plc. The guarantee may terminate, in limited circumstances, prior to the maturity of the notes.

        In September 2003, we entered into three interest rate swap agreements for an aggregate notional amount of $75 million that expire on Nov. 13, 2009. Under the terms of the swap agreements, we will receive a fixed interest rate of 6.602% and pay a floating interest rate based on three-month LIBOR plus a predetermined spread that will average 2.465%. We accounted for these swap agreements as fair value hedges on $75 million of our senior unsecured notes. In February 2004, we elected to terminate these swap agreements and received cash of $1.4 million. The adjustment to the notes for the change in

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fair value hedged by the swaps remains classified as debt and will be amortized over the remaining term of the notes. Subsequently in February 2004, new interest rate swap agreements were entered into that effectively re-established the $75 million interest rate swap position. These new swap agreements are also accounted for as fair value hedges.

        In November 2003, Standard & Poor's Ratings Services lowered our corporate credit rating to BB- from BB and placed our rating on CreditWatch with negative implications. In March 2004, Standard & Poor's announced that its CreditWatch listing on Multifoods had been revised to positive from negative as a result of the announced sale transaction to J.M. Smucker Company. Also in March 2004, Moody's Investors Service changed its rating outlook for Multifoods to developing from negative. Changes in our credit rating do not impact our access to, or cost of, our existing credit facilities. Accordingly, we do not expect the credit rating downgrade to impact our results of operations or liquidity.

Cash Flows

        Cash provided by continuing operations was $42.6 million in fiscal 2004, compared with $44.1 million in fiscal 2003. Operating cash flows in fiscal 2004 were adversely impacted by the completion of transition services for our U.S. Consumer Products business, which had been provided by General Mills since the November 2001 acquisition of the business. Under a transition services agreement, General Mills handled invoicing and collections and paid certain accounts payable for the business, which resulted in the related trade receivables and payables being carried by General Mills last year. During the first quarter of fiscal 2004, we assumed direct responsibility for all billing, collection and payment activities of the business. As a result, we now carry on our balance sheet the accounts receivable and payable of the acquired business. Operating cash flows were also impacted by a decline in trade promotion liabilities, which are included in other current liabilities on the consolidated balance sheet. The decline in trade promotion liabilities was the result of lower promotional expenses and timing of payments to customers for trade programs.

        Investing activities in fiscal 2004 primarily consisted of capital expenditures of $35.5 million. Capital expenditures included $11.5 million for the Toledo, Ohio, plant that we acquired from General Mills, investment in equipment at the Toledo plant and an expansion project at our flour mill in Montreal, Quebec. Investing activities in fiscal 2003 primarily consisted of the proceeds from the disposition of the foodservice distribution business and capital expenditures of $33 million. Capital expenditures in fiscal 2003 included amounts for the development of a management information system for our U.S. Consumer Products business and investment in production equipment.

        For fiscal 2005, we expect to spend up to $30 million on capital projects. Our estimate includes additional investment in production equipment at our Toledo, Ohio plant and continued enhancements to our information systems.

        The following is a summary of our contractual obligations as of Feb. 28, 2004:

        For accounting disclosure of our pension and post-retirement benefit obligations see Note 16 to the consolidated financial statements.

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        We continue to guarantee certain lease obligations of the foodservice distribution business that we sold in September 2002. As of Feb. 28, 2004, the contingent liability under the guarantees was $33.9 million. We have not made and do not expect to make any payments under these guarantees. See Note 14 to the consolidated financial statements for additional information on the guarantees.

CRITICAL ACCOUNTING POLICIES

        Our significant accounting policies are described in Note 1 to the consolidated financial statements. We determined our critical accounting policies by taking into consideration areas in financial statement preparation that involve the most significant or subjective assessments. Our most critical accounting policies relate to trade promotion expenses, goodwill and other intangible assets, pension plans and income taxes. Factors entering into our estimates included historical experience, current and expected economic conditions, and in certain cases, actuarial assumptions. Actual results may differ from these estimates under different assumptions or conditions.

Trade promotion

        We offer retailers trade incentives to purchase and promote our consumer products. Examples of trade promotion costs are in-store feature and display activities, temporary price discounts and new distribution (slotting) of our products. We expense the cost of these incentives during the period in which the promotion occurs based on estimated performance, except for slotting fees, which are amortized over the expected period of benefit not to exceed 12 months. Actual payments may differ from estimates and are resolved in subsequent months.

Goodwill and other intangible assets

        Goodwill represents the excess of costs of businesses acquired over the fair market value of net tangible and identifiable intangible assets. Identifiable intangible assets represent costs allocated to noncompete agreements, trademarks and other specifically identifiable assets arising from business acquisitions. Effective in the first quarter of fiscal 2003, we completed the adoption of SFAS No. 142, "Goodwill and Other Intangible Assets." We were, however, required to adopt certain provisions of SFAS No. 142 in fiscal 2002 with respect to intangible assets we acquired as part of our acquisition of the Pillsbury and General Mills businesses. Under SFAS No. 142, goodwill and identifiable intangible assets that have indefinite lives are not amortized but are tested annually for impairment or more frequently if impairment indicators exist. Identifiable intangible assets that do not have indefinite lives are amortized over their estimated useful lives. Prior to the adoption of SFAS No. 142, goodwill was amortized on a straight-line basis over various periods not exceeding 40 years.

        Significant management judgment and assumptions are required in the evaluation of intangible assets for impairment, including the estimated future cash flows to be generated by these assets. Cash flow estimates are based on historical data, anticipated market conditions and management plans. Changes in these estimates could have a material adverse effect on the assessment of our goodwill and other intangible assets, thereby requiring us to write down the assets.

Pension plans

        We have defined benefit pension plans that cover substantially all of our employees in the United States and Canada. Benefits under these plans are generally based on employees' years of service and average compensation or stated amounts for each year of service. We account for our defined benefit plans in accordance with SFAS No. 87, "Employers' Accounting for Pensions," which requires that amounts recognized in financial statements be determined on an actuarial basis. The principal actuarial assumptions used to determine our pension costs are the discount rate and the expected return on plan

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assets. Other actuarial assumptions that affect pension costs include compensation increase rates, mortality and withdrawal rates.

        The discount rate is used to determine the present value of future pension payments, which in turn affects the determination of pension expense. In accordance with SFAS No. 87, the discount rate reflects the current market rate for long-term, high-quality fixed income investments. While year-end pension liabilities are determined based on the year-end discount rate, pension expense is determined based on the discount rate effective at the beginning of the fiscal year. At the end of fiscal 2004 our discount rate was 5.75% for our plans in the United States, which was used to value pension liabilities at the end of fiscal 2004 and will be used to determine pension expense for fiscal 2005. Our discount rate at the end of fiscal 2003 was 6.25%. The decrease in the discount rate at the end of fiscal 2004 was the result of the general reduction in market interest rates during the year. A lower discount rate increases the present value of pension obligations and increases pension expense. For our principal pension plans, a 50 basis point decrease in our discount rate would have resulted in an increase in fiscal 2004 pension expense of approximately $0.7 million.

        A significant assumption in determining pension expense is the expected long-term rate of return on pension plan assets. To determine the expected long-term rate of return, we consider our current asset allocation, as well as historical and expected returns on plan assets. While actual asset returns by their inherent nature are subject to considerable year-to-year variability, the expected return is designed to be a long-term assumption and generally is not adjusted annually. To determine the expected asset return that is included in current year pension expense, the assumed rate of return on plan assets is multiplied by the beginning of the year value of plan assets, as adjusted for the weighted average expected contributions and benefit payments. The difference between expected returns and actual returns is deferred and amortized into pension expense over future years. For fiscal 2003 and 2002 pension expense, we had assumed a 10.25% long-term expected return on plan assets. Although our historical asset returns have generally exceeded our expected return assumption of 10.25%, we lowered our expected return rate to 9% for determination of fiscal 2004 pension expense. Our decision to lower the return rate was a result of equity market declines in recent years and current market expectations. The effect of lowering the expected return on plan assets by an additional 50 basis points would have resulted in an increase in fiscal 2004 pension expense of approximately $1.2 million.

        Unrecognized net actuarial losses for our defined benefit plans were $62.9 million at the end of fiscal year 2004. These losses primarily reflect the decline in the discount rate used to determine plan liabilities and differences between the expected and actual return on plan assets. SFAS No. 87 requires that unrecognized losses in excess of certain thresholds be amortized into pension expense over future years. Amortization of the total unrecognized actuarial loss at the end of fiscal 2004 will increase pension expense by approximately $1.7 million in fiscal 2005. The amount of unrecognized losses amortized into pension expense in years beyond fiscal 2005 is dependent on future changes in the discount rate and future returns on our pension plan assets.

Income taxes

        Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. We regularly assess the likelihood that our deferred tax assets will be recovered from future taxable income, and we record a valuation allowance to reduce deferred tax assets to the amounts that we believe to be realizable. As a result of uncertainty over our ability to utilize certain state net operating loss and federal capital loss carryforwards, we had a valuation allowance of $10.5 million at the end of fiscal 2004. We believe that our remaining deferred tax assets, which totaled $78.5 million at the end of fiscal 2004 and include federal net operating loss carryforwards, will be realized as a result of our expectations of future taxable income. If we are unable to generate sufficient future taxable

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income, we may be required to increase the amount of our valuation allowance, which would increase our effective income tax rate and decrease net earnings.

NEW ACCOUNTING PRONOUNCEMENTS

        For information regarding recent accounting pronouncements, see Note 1 to the consolidated financial statements.

MARKET RISK MANAGEMENT

        We are exposed to market risks resulting from changes in commodity prices, foreign currency exchange rates and interest rates. Changes in these factors could adversely affect our results of operations and financial position. To minimize these risks, we use derivative financial instruments, such as commodity futures contracts, currency forward contracts and interest rate swaps. We use such derivative financial instruments as risk management tools and not for speculative or trading purposes. See Notes 9 and 10 to the consolidated financial statements for further information regarding financial instruments.

        Commodity Risk Management: Our Canadian operations minimize the risk associated with wheat market price fluctuations by hedging wheat and flour inventories, open wheat purchase contracts and open flour sales contracts with wheat futures contracts. In the United States, we enter into futures contracts to reduce the risk of price fluctuations on anticipated flour and milk purchases. The U.S. dollar-denominated futures contracts are traded on U.S. regulated exchanges.

        The open futures contracts mature in the period from March 2004 to May 2005 and substantially coincide with the maturities of the open wheat purchase contracts, open flour sales contracts and the anticipated timing of flour and milk purchases.

        Foreign Currency Hedging: Our Canadian operations enter into foreign currency forward contracts to minimize our exposure to foreign currency fluctuations as a result of U.S. dollar-denominated sales and purchases. In addition, our Canadian operations also enter into foreign currency forward contracts that have the effect of converting the U.S. dollar-denominated grain futures contracts (see Commodity Risk Management) into Canadian dollar equivalents.

        Interest Rate Risk Management: Our exposure to changes in interest rates results from borrowing activities used to meet our working capital and other long-term financing needs. The interest rates on our term loans and revolving credit facility are variable and based on current market interest rates plus a spread based on our leverage. To reduce the impact of fluctuating interest rates, we enter into interest rate swap agreements in order to fix a portion of our variable rate borrowings. Under the swap agreements, we agree with a counterparty to exchange the difference between fixed rate and variable rate interest amounts calculated by reference to a notional amount.

        We use sensitivity analysis to determine the impact of market risk exposures on the fair values of our debt and financial instruments, including derivative financial instruments. Sensitivity analysis assesses the risk of loss in market risk sensitive instruments based on hypothetical changes in market prices or rates. The following tables provide information on the potential impact on fair value and pre-tax earnings assuming a 10% adverse change.

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CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION

        This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations or beliefs, including, but not limited to, statements concerning our operations and financial performance and condition. For this purpose, statements that are not statements of historical fact may be deemed to be forward-looking statements. We caution that these statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others, approval of the merger transaction with The J.M. Smucker Company by Multifoods and Smucker shareholders and regulatory authorities; consummation of the proposed merger transaction; timing of the closing of the proposed merger transaction; the impact of competitive products and pricing; changes in consumer preferences and tastes or perceptions of health-related issues; effectiveness of advertising or market-spending programs; market or weather conditions that may affect the costs of grain, other raw materials, utilities and fuel; the impact of labor matters; changes in laws and regulations; fluctuations in foreign exchange and interest rates; the potential inability to collect on a $6 million insurance claim receivable related to the loss of product in St. Petersburg, Russia; the potential enforcement of our guaranties on lease obligations of our former foodservice distribution business; risks commonly encountered in international trade; and other factors as may be discussed in our reports and other filings filed with the Securities and Exchange Commission.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

        The section entitled "Market Risk Management" under Part II, Item 7 hereof is incorporated herein by reference.

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Item 8. Financial Statements and Supplementary Data.

Report of Independent Auditors

The Board of Directors and Shareholders of
International Multifoods Corporation:

        We have audited the accompanying consolidated balance sheets of International Multifoods Corporation and subsidiaries as of February 28, 2004, and March 1, 2003, and the related consolidated statements of operations, cash flows and shareholders' equity for each of the years in the three-year period ended February 28, 2004. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of International Multifoods Corporation and subsidiaries as of February 28, 2004, and March 1, 2003, and the results of their operations and their cash flows for each of the years in the three-year period ended February 28, 2004, in conformity with accounting principles generally accepted in the United States of America.

        As discussed in Note 1 to the consolidated financial statements, effective March 3, 2002, the Company adopted the remaining provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets."

/s/ KPMG LLP

KPMG LLP
Minneapolis, Minnesota
March 30, 2004

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Report of Management

Management's Responsibility for Financial Statements

        Our consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and include, where required, amounts based on our best estimates and judgments. We continue to be responsible for the integrity and objectivity of data in these consolidated financial statements, which we seek to ensure through an extensive system of internal controls. Such controls are designed to provide reasonable, but not absolute, assurance that assets are safeguarded from unauthorized use or disposition and that financial records are sufficiently reliable to permit the preparation of consolidated financial statements. We recognize that estimates and judgments are required to assess and balance the relative cost and expected benefits of any system of internal controls.

        The system of internal accounting controls is designed to provide reasonable assurance that the books and records reflect our transactions and that our established policies and procedures are carefully followed. The system includes written policies and procedures, a financial reporting system, an internal audit department and careful selection and training of qualified personnel.

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INTERNATIONAL MULTIFOODS CORPORATION and SUBSIDIARIES
Consolidated Statements of Operations

See accompanying notes to consolidated financial statements.

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INTERNATIONAL MULTIFOODS CORPORATION and SUBSIDIARIES
Consolidated Balance Sheets

See accompanying notes to consolidated financial statements.

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INTERNATIONAL MULTIFOODS CORPORATION and SUBSIDIARIES
Consolidated Statements of Cash Flows