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Share Name | Share Symbol | Market | Type |
---|---|---|---|
JM Smucker Company | NYSE:SJM | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-1.25 | -1.09% | 113.60 | 114.29 | 112.355 | 113.41 | 1,254,415 | 01:00:00 |
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Ohio
|
|
34-0538550
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
One Strawberry Lane
|
|
|
Orrville, Ohio
|
|
44667-0280
|
(Address of principal executive offices)
|
|
(Zip code)
|
Registrant’s telephone number, including area code (330) 682-3000
|
||
Securities registered pursuant to Section 12(b) of the Act:
|
||
Title of each class
|
|
Name of each exchange on which registered
|
Common shares, no par value
|
|
New York Stock Exchange
|
Rights to purchase preferred shares
|
|
New York Stock Exchange
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
o
|
Non-accelerated filer
|
|
o
|
|
Smaller reporting company
|
|
o
|
Primary Reportable Segment/Business Area
|
|
Major Trademark
|
U.S. Retail Coffee
|
|
Folgers
®
,
Dunkin’ Donuts
®
,
and
Café Bustelo
®
|
U.S. Retail Consumer Foods
|
|
Jif
®
,
Smucker’s
®
,
Crisco
®
,
Pillsbury
®
, and
Uncrustables
®
|
U.S. Retail Pet Foods
|
|
Meow Mix
®
,
Milk-Bone
®
,
Natural Balance
®
,
Kibbles ‘n Bits
®
,
9Lives
®
,
Pup-Peroni
®
,
Nature’s Recipe
®
, and
Gravy Train
®
|
International and Foodservice
|
|
Folgers,
Smucker’s
, and
Douwe Egberts
®
|
Our Primary Products
|
Our Primary Brands
|
Competing Brands
|
Competitors
|
U.S. Retail Coffee
|
|
|
|
Mainstream roast and ground coffee
|
Folgers
(A)
and
Café Bustelo
|
Maxwell House
and
Yuban
|
The Kraft Heinz Company
|
|
|
Chock full o'Nuts
|
Massimo Zanetti Beverage Group
|
|
|
Cafe La Llave
|
Gaviña
|
|
|
Private Label Brands
|
Various
|
Single serve coffee - K-Cup
®
|
Dunkin' Donuts, Folgers,
and
Café Bustelo
|
Green Mountain Coffee
(A)
|
Keurig Green Mountain, Inc.
|
|
|
Starbucks
|
Starbucks Corporation
|
|
|
Eight O'Clock
|
Tata Global Beverages
|
|
|
McCafe, Maxwell House,
and
Gevalia
|
The Kraft Heinz Company
|
|
|
Private Label Brands
|
Various
|
Premium coffee
|
Dunkin' Donuts
and
Folgers Gourmet Selections
®
|
Starbucks
(A)
and
Seattle's Best Coffee
|
Starbucks Corporation
|
|
|
Peet's Coffee & Tea
|
JAB Holding Company
|
|
|
Eight O'Clock
|
Tata Global Beverages
|
|
|
Gevalia
and
McCafe
|
The Kraft Heinz Company
|
|
|
Private Label Brands
|
Various
|
U.S. Retail Consumer Foods
|
|
|
|
Peanut butter and specialty spreads
|
Jif
(A)
|
Private Label Brands
|
Various
|
|
|
Skippy
|
Hormel Foods
|
|
|
Nutella
|
Ferrero
|
|
|
Peter Pan
|
ConAgra Foods, Inc.
|
Fruit spreads
|
Smucker's
(A)
|
Welch's
|
Welch Foods, Inc.
|
|
|
Private Label Brands
|
Various
|
Shortening and oils
|
Crisco
(B)
|
Private Label Brands
(B)
|
Various
|
|
|
Wesson
|
ConAgra Foods, Inc.
|
Dessert baking mixes and frosting
|
Pillsbury
|
Betty Crocker
(A)
|
General Mills, Inc.
|
|
|
Duncan Hines
|
Pinnacle Foods Inc.
|
|
|
Private Label Brands
|
Various
|
U.S. Retail Pet Foods
|
|
|
|
Pet foods
|
Meow Mix, Kibbles 'n Bits,
and
9Lives
|
Dog Chow
(A)
, One, Beneful, Cat Chow
(A)
, Friskies, Kit & Kaboodle,
and
Fancy Feast
|
Nestlé Purina PetCare Company
|
|
|
Pedigree, Iams,
and
Sheba
|
Mars Petcare
|
|
|
Rachael Ray Nutrish
|
Ainsworth Pet Nutrition
|
Pet snacks
|
Milk-Bone
(A)
and
Pup-Peroni
|
Beggin' Strips
and
Waggin' Train
|
Nestlé Purina PetCare Company
|
|
|
Dentastix
and
Greenies
|
Mars Petcare
|
Pet premium
|
Natural Balance
and
Nature's Recipe
|
Blue
(A)
|
Blue Buffalo Pet Products Inc.
|
|
|
Nutro
|
Mars Petcare
|
|
|
Hill's
|
Hills Pet Nutrition, Inc.
|
International and Foodservice
|
|
|
|
Foodservice hot beverage
|
Folgers
and
Douwe Egberts
|
Nescafé
|
Société des Produits Nestlé S.A.
|
|
|
Maxwell House
|
The Kraft Heinz Company
|
|
|
Private Label Brands
|
Various
|
Foodservice portion control
|
Smucker's
|
Heinz, Welch's,
and
Private Label Brands
|
The Kraft Heinz Company
|
|
|
Private Label Brands
|
Various
|
Canada coffee
|
Folgers
|
Maxwell House
(A)
|
The Kraft Heinz Company
|
|
|
Private Label Brands
|
Various
|
Canada flour
|
Robin Hood
®(A)
and
Five Roses
®
|
Private Label Brands
|
Various
|
•
|
We may be unable to grow market share of our products.
|
•
|
Our proprietary brands, packaging designs, and manufacturing methods are essential to the value of our business, and the inability to protect these could harm the value of our brands and adversely affect our sales and profitability.
|
•
|
We use a single national broker to represent a portion of our branded products to the retail grocery trade and any failure by the broker to effectively represent us could adversely affect our business.
|
•
|
Loss or interruption of supply from single-source suppliers of raw materials and finished goods could have a disruptive effect on our business and adversely affect our results of operations.
|
•
|
Our results may be adversely impacted as a result of increased cost, limited availability, and/or insufficient quality of raw materials, including commodities and agricultural products.
|
•
|
Our efforts to manage commodity, foreign currency exchange, and other price volatility through derivative instruments could adversely affect our results of operations and financial condition.
|
•
|
We may be limited in our ability to pass cost increases on to our customers in the form of price increases or may realize a decrease in sales volume to the extent price increases are implemented.
|
•
|
Certain of our products are sourced from single manufacturing sites.
|
•
|
A significant interruption in the operation of any of our supply chain or distribution capabilities could have an adverse effect on our business, financial condition, and results of operations.
|
•
|
Our business could be harmed by strikes or work stoppages.
|
•
|
Our ability to competitively serve customers depends on the availability of reliable transportation. Increases in logistics and other transportation-related costs could adversely impact our results of operations.
|
•
|
Our operations are subject to the general risks of the food industry.
|
•
|
Changes in our relationships with significant customers, including the loss of our largest customer, could adversely affect our results of operations.
|
•
|
We operate in the competitive food industry and continued demand for our products may be affected by changes in consumer preferences.
|
•
|
The success of our business depends substantially on consumer perceptions of our brands.
|
•
|
We could be subject to adverse publicity or claims from consumers.
|
•
|
Our operations are subject to the general risks associated with acquisitions and divestitures. Specifically, we may not realize all of the anticipated benefits of the acquisition of Big Heart or those benefits may take longer to realize than expected.
|
•
|
Weak financial performance, downgrades in our credit ratings, or disruptions in the financial markets may adversely affect our ability to access capital in the future.
|
•
|
Our substantial debt obligations could restrict our operations and financial condition.
|
•
|
making it more difficult for us to satisfy our financial obligations;
|
•
|
increasing our vulnerability to adverse economic, regulatory, and industry conditions, and placing us at a disadvantage compared to our competitors that are less leveraged;
|
•
|
limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
•
|
limiting our ability to borrow additional funds for working capital, capital expenditures, acquisitions, and general corporate or other purposes; and
|
•
|
exposing us to greater interest rate risk to the extent that the interest rate on the applicable borrowings is variable.
|
•
|
Servicing our indebtedness will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.
|
•
|
A material impairment in the carrying value of acquired goodwill or other intangible assets could negatively affect our consolidated operating results and net worth.
|
•
|
Changes in tax, environmental, or other regulations and laws, or their application, or failure to comply with existing licensing, trade, and other regulations and laws could have a material adverse effect on our financial condition.
|
•
|
Our operations in certain developing markets expose us to regulatory risks.
|
•
|
Changes in climate or legal, regulatory, or market measures to address climate change may negatively affect our business and operations.
|
•
|
If our information technology systems fail to perform adequately or we are unable to protect such information technology systems against data corruption, cyber-based attacks, or network security breaches, our operations could be disrupted, and we may suffer financial damage or loss because of lost or misappropriated information.
|
U.S. Locations
|
|
Products Produced/Processed/Stored
|
|
Primary Reportable Segment/Business Area
|
Bloomsburg, Pennsylvania
|
|
Wet dog and cat food and dry dog and cat food
|
|
U.S. Retail Pet Foods
|
Buffalo, New York
|
|
Dog snacks
|
|
U.S. Retail Pet Foods
|
Chico, California
|
|
Fruit and vegetable juices and beverages
|
|
U.S. Retail Consumer Foods
|
Cincinnati, Ohio
|
|
Shortening and oils
|
|
U.S. Retail Consumer Foods
|
Decatur, Alabama
|
|
Dry dog and cat food
|
|
U.S. Retail Pet Foods
|
Grandview, Washington
|
|
Fruit
|
|
U.S. Retail Consumer Foods
|
Harahan, Louisiana
(B)
|
|
Coffee
|
|
International and Foodservice
|
Havre de Grace, Maryland
|
|
Fruit and vegetable juices and beverages
|
|
U.S. Retail Consumer Foods
|
Lawrence, Kansas
|
|
Dry dog food
|
|
U.S. Retail Pet Foods
|
Lexington, Kentucky
|
|
Peanut butter
|
|
U.S. Retail Consumer Foods
|
Livermore, California
(A)
|
|
Grain products
|
|
U.S. Retail Consumer Foods
|
Memphis, Tennessee
|
|
Peanut butter and fruit spreads
|
|
U.S. Retail Consumer Foods
|
New Bethlehem, Pennsylvania
|
|
Peanut butter and combination peanut butter and jelly products
|
|
U.S. Retail Consumer Foods
|
New Orleans, Louisiana (four facilities)
(A)
|
|
Coffee
|
|
U.S. Retail Coffee
|
Orrville, Ohio
|
|
Fruit spreads, toppings, and syrups
|
|
U.S. Retail Consumer Foods
|
Oxnard, California
|
|
Fruit
|
|
U.S. Retail Consumer Foods
|
Ripon, Wisconsin
|
|
Fruit spreads, toppings, syrups, and condiments
|
|
U.S. Retail Consumer Foods
|
Scottsville, Kentucky
|
|
Frozen sandwiches and ready-to-eat waffles
|
|
U.S. Retail Consumer Foods
|
Seattle, Washington
(A)
|
|
Nut mix products
|
|
U.S. Retail Consumer Foods
|
Suffolk, Virginia
|
|
Coffee
|
|
International and Foodservice
|
Toledo, Ohio
|
|
Baking mixes, frostings, and flour
|
|
U.S. Retail Consumer Foods
|
Topeka, Kansas
|
|
Dry dog and cat food and dog and cat snacks
|
|
U.S. Retail Pet Foods
|
|
|
|
||
Canada Location
|
|
Product Produced
|
|
Primary Business Area
|
Sherbrooke, Quebec
|
|
Canned milk
|
|
International and Foodservice
|
(A)
|
We lease our facilities in Livermore and Seattle, as well as our coffee silo facility in New Orleans. We plan to exit our Livermore facilities during 2017 as a result of our plan to move production into our existing facility in Chico, as described in our 2016 Annual Report to Shareholders under “Note 3: Integration and Restructuring Costs.”
|
(B)
|
Our Harahan location is expected to close during 2018 as a result of our plan to consolidate production into one of our existing facilities in New Orleans, as described in our 2016 Annual Report to Shareholders under “Note 3: Integration and Restructuring Costs.”
|
Name
|
|
Age
|
|
Years
with
Company
|
|
Position
|
|
Served as
an Officer
Since
|
Richard K. Smucker
|
|
68
|
|
43
|
|
Executive Chairman
(A)
|
|
1974
|
Mark T. Smucker
|
|
46
|
|
18
|
|
President and Chief Executive Officer
(B)
|
|
2001
|
Mark R. Belgya
|
|
55
|
|
31
|
|
Vice Chair and Chief Financial Officer
(C)
|
|
1997
|
Barry C. Dunaway
|
|
53
|
|
29
|
|
President, Pet Food and Pet Snacks
(D)
|
|
2001
|
Jeannette L. Knudsen
|
|
46
|
|
13
|
|
Senior Vice President, General Counsel and Secretary
(E)
|
|
2009
|
David J. Lemmon
|
|
48
|
|
22
|
|
President, Canada and International
(F)
|
|
2012
|
Steven Oakland
|
|
55
|
|
33
|
|
Vice Chair and President, U.S. Food and Beverage
(G)
|
|
1999
|
Jill R. Penrose
|
|
43
|
|
12
|
|
Senior Vice President, Human Resources and Corporate Communications
(H)
|
|
2014
|
(A)
|
Mr. Richard Smucker was elected to his present position in May 2016, having served as Chief Executive Officer since August 2011. Prior to that time, he served as Executive Chairman, Co-Chief Executive Officer and President since August 2008.
|
(B)
|
Mr. Mark Smucker was elected to his present position in May 2016, having served as President and President, Consumer and Natural Foods since April 2015. Prior to that time, he served as President, U.S. Retail Coffee since May 2011 and President, Special Markets since August 2008.
|
(C)
|
Mr. Belgya was elected to his present position in May 2016, having served as Senior Vice President and Chief Financial Officer since October 2009. Prior to that time, he served as Vice President and Chief Financial Officer since October 2008.
|
(D)
|
Mr. Dunaway was elected to his present position in March 2016, having served as President, International and Chief Administrative Officer since April 2015. Prior to that time, he served as Senior Vice President and Chief Administrative Officer since May 2011, and Senior Vice President, Corporate and Organizational Development since August 2008.
|
(E)
|
Ms. Knudsen was elected to her present position in May 2016, having served as Vice President, General Counsel and Corporate Secretary since August 2010. Prior to that time, she served as Vice President, Deputy General Counsel and Corporate Secretary since April 2010, and as Corporate Secretary since April 2009.
|
(F)
|
Mr. Lemmon was elected to his present position in May 2016, having served as Vice President and Managing Director, Canada and International since April 2015. Prior to that time, he served as Vice President and Managing Director, Canada since May 2012, and Managing Director, Canada since May 2007.
|
(G)
|
Mr. Oakland was elected to his present position in May 2016, having served as President, Coffee and Foodservice since April 2015. Prior to that time, he served as President, International, Foodservice, and Natural Foods since May 2011, and President, U.S. Retail -
Smucker’s
,
Jif
and
Hungry Jack
since August 2008.
|
(H)
|
Ms. Penrose was elected to her present position in May 2016, having served as Vice President, Human Resources since June 2014. Prior to that time, she served as Vice President, Strategy and Organization Development since April 2010, and Director, Corporate Strategy and Organization Development since March 2009.
|
Period
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|||||
|
|
Total number of
shares
purchased
|
|
Average
price
paid per
share
|
|
Total number of
shares purchased
as part of publicly
announced plans
or programs
|
|
Maximum number
(or approximate
dollar value) of
shares that may yet
be purchased under
the plans or
programs
|
|||||
February 1, 2016 - February 29, 2016
|
|
1,582
|
|
|
$
|
127.05
|
|
|
—
|
|
|
10,004,661
|
|
March 1, 2016 - March 31, 2016
|
|
1,419,243
|
|
|
128.88
|
|
|
1,418,063
|
|
|
8,586,598
|
|
|
April 1, 2016 - April 30, 2016
|
|
2,003,825
|
|
|
127.54
|
|
|
2,000,000
|
|
|
6,586,598
|
|
|
Total
|
|
3,424,650
|
|
|
$
|
128.10
|
|
|
3,418,063
|
|
|
6,586,598
|
|
(a)
|
This column includes shares repurchased as part of publicly announced plans as well as shares repurchased from stock plan recipients in lieu of cash payments.
|
(a)(1)
|
|
Financial Statements
|
|
|
See the Index to Financial Statements, which is included on page F-1 of this Report.
|
(a)(2)
|
|
Financial Statement Schedules
|
|
|
Financial statement schedules are omitted because they are not applicable or because the information required is set forth in the Consolidated Financial Statements or notes thereto.
|
(a)(3)
|
|
Exhibits
|
|
|
See the Index of Exhibits beginning on page 23 of this Report.
|
Date: June 21, 2016
|
The J. M. Smucker Company
|
|
|
|
/s/ Mark R. Belgya
|
|
By:
|
Mark R. Belgya
|
|
|
Vice Chair and Chief Financial Officer
|
*
|
|
|
|
|
Mark T. Smucker
|
|
President and Chief Executive Officer and Director
(Principal Executive Officer)
|
|
June 21, 2016
|
/s/ Mark R. Belgya
|
|
|
|
|
Mark R. Belgya
|
|
Vice Chair and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
June 21, 2016
|
*
|
|
|
|
|
Timothy P. Smucker
|
|
Chairman Emeritus
|
|
June 21, 2016
|
*
|
|
|
|
|
Richard K. Smucker
|
|
Executive Chairman
|
|
June 21, 2016
|
*
|
|
|
|
|
Vincent C. Byrd
|
|
Director
|
|
June 21, 2016
|
*
|
|
|
|
|
Kathryn W. Dindo
|
|
Director
|
|
June 21, 2016
|
*
|
|
|
|
|
Paul J. Dolan
|
|
Director
|
|
June 21, 2016
|
*
|
|
|
|
|
Nancy Lopez Knight
|
|
Director
|
|
June 21, 2016
|
*
|
|
|
|
|
Elizabeth Valk Long
|
|
Director
|
|
June 21, 2016
|
*
|
|
|
|
|
Gary A. Oatey
|
|
Director
|
|
June 21, 2016
|
*
|
|
|
|
|
Sandra Pianalto
|
|
Director
|
|
June 21, 2016
|
*
|
|
|
|
|
Alex Shumate
|
|
Director
|
|
June 21, 2016
|
*
|
|
|
|
|
David J. West
|
|
Director
|
|
June 21, 2016
|
*
|
The undersigned, by signing her name hereto, does sign and execute this report pursuant to the powers of attorney executed by the above-named officers and directors of the registrant, which are being filed herewith with the Securities and Exchange Commission on behalf of such officers and directors.
|
Date: June 21, 2016
|
|
|
|
/s/ Jeannette L. Knudsen
|
|
|
By:
|
|
Jeannette L. Knudsen Attorney-in-Fact
|
Exhibit Number
|
Exhibit Description
|
Filed Herewith
|
Incorporated by Reference from Form
|
Exhibit
|
Filing Date
|
2.1
|
Agreement and Plan of Merger, dated as of February 3, 2015, by and among Blue Acquisition Group, Inc., the Company, SPF Holdings I, Inc., SPF Holdings II, LLC and, for the limited purposes set forth therein, Blue Holdings I, L.P.
|
|
8-K
|
2.1
|
2/4/2015
|
2.2
|
Purchase Agreement dated as of October 9, 2013, among Del Monte Corporation, Del Monte Foods Consumer Products, Inc. and, for the limited purposes set forth therein, Del Monte Pacific Limited
|
|
10-Q
(A)
|
10.3
|
12/9/2013
|
3.1
|
Amended Articles of Incorporation of The J. M. Smucker Company
|
|
10-Q
|
3.1
|
8/28/2013
|
3.2
|
Amended Regulations of The J. M. Smucker Company
|
|
8-K
|
3.1
|
6/21/2016
|
3.3
|
Articles of Organization of J.M. Smucker LLC
|
|
S-4
|
3.3
|
6/30/2015
|
3.4
|
Third Amended and Restated Operating Agreement of J.M. Smucker LLC
|
|
S-4
|
3.4
|
6/30/2015
|
3.5
|
Certificate of Incorporation of The Folgers Coffee Company
|
|
S-4
|
3.5
|
6/30/2015
|
3.6
|
Bylaws of The Folgers Coffee Company
|
|
S-4
|
3.6
|
6/30/2015
|
4.1
|
Rights Agreement, dated as of May 20, 2009, by and between the Company and Computershare Trust Company, N.A.
|
|
8-A
|
4.1
|
5/21/2009
|
4.2
|
Amendment No. 1, dated as of February 3, 2015, to the Rights Agreement, dated as of May 20, 2009, between the Company and Computershare Trust Company, N.A. as rights agent
|
|
8-K
|
4.1
|
2/4/2015
|
4.3
|
Indenture, dated as of October 18, 2011, between the Company and U.S. Bank National Association
|
|
8-K
|
4.1
|
10/18/2011
|
4.4
|
First Supplemental Indenture, dated as of October 18, 2011, among the Company, the guarantors party thereto, and U.S. Bank National Association
|
|
8-K
|
4.2
|
10/18/2011
|
4.5
|
Third Amended and Restated Intercreditor Agreement, dated June 11, 2010, among KeyBank National Association and Bank of Montreal, as administrative agents, and the other parties identified therein
|
|
S-3
|
4.7
|
10/13/2011
|
4.6
|
Indenture, dated as of March 20, 2015, between the Company and U.S. Bank National Association, as trustee
|
|
8-K
|
4.1
|
3/23/2015
|
4.7
|
First Supplemental Indenture, dated as of March 20, 2015, by and among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee
|
|
8-K
|
4.2
|
3/23/2015
|
4.8
|
Registration Rights Agreement, dated as of March 20, 2015, by and among the Company, the initial guarantors set forth therein, and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several initial purchasers
|
|
8-K
|
4.3
|
3/23/2015
|
10.1
|
Nonemployee Director Stock Plan dated January 1, 1997*
|
|
10-K
|
10(e)
|
7/23/1997
|
10.2
|
The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, restated as of January 1, 2013*
|
|
10-Q
|
10.1
|
2/27/2014
|
10.3
|
First Amendment, effective as of April 1, 2016, to The J. M. Smucker Company Top Management Supplemental Retirement Plan, restated as of January 1, 2013*
|
X
|
|
|
|
10.4
|
Amended and Restated Consulting and Noncompete Agreement of Timothy P. Smucker, dated as of December 31, 2010*
|
|
10-Q
|
10.2
|
3/11/2011
|
Exhibit Number
|
Exhibit Description
|
Filed Herewith
|
Incorporated by Reference from Form
|
Exhibit
|
Filing Date
|
10.5
|
Amended and Restated Consulting and Noncompete Agreement of Richard K. Smucker, dated as of December 31, 2010*
|
|
10-Q
|
10.3
|
3/11/2011
|
10.6
|
Termination Amendment to Amended and Restated Consulting and Noncompete Agreement of Timothy P. Smucker, dated as of April 25, 2011*
|
|
8-K
|
10.1
|
4/25/2011
|
10.7
|
Termination Amendment to Amended and Restated Consulting and Noncompete Agreement of Richard K. Smucker, dated as of April 25, 2011*
|
|
8-K
|
10.2
|
4/25/2011
|
10.8
|
The J. M. Smucker Company Voluntary Deferred Compensation Plan, amended and restated as of December 1, 2012*
|
|
10-Q
|
10.3
|
3/1/2013
|
10.9
|
The J. M. Smucker Company 2006 Equity Compensation Plan, effective August 17, 2006*
|
|
8-K
|
10.1
|
8/21/2006
|
10.1
|
The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan*
|
|
8-K
|
10.1
|
8/20/2010
|
10.11
|
Form of Deferred Stock Units Agreement*
|
|
10-Q
|
10.6
|
9/9/2010
|
10.12
|
Form of Deferred Stock Units Agreement*
|
|
8-K
|
10.2
|
10/28/2010
|
10.13
|
Form of Restricted Stock Agreement*
|
|
10-Q
|
10.2
|
12/10/2010
|
10.14
|
Omnibus Amendment to Restricted Stock Agreements for Folgers Employees, dated as of November 4, 2010*
|
|
10-Q
|
10.1
|
3/11/2011
|
10.15
|
Form of Restricted Stock Agreement*
|
|
8-K
|
10.1
|
4/20/2012
|
10.16
|
Form of Deferred Stock Units Agreement*
|
|
8-K
|
10.2
|
4/20/2012
|
10.17
|
Form of Restricted Stock Agreement*
|
|
10-K
|
10.26
|
6/21/2013
|
10.18
|
Form of Deferred Stock Units Agreement*
|
|
10-K
|
10.27
|
6/21/2013
|
10.19
|
Form of Special One-Time Grant of Restricted Stock Agreement*
|
|
10-K
|
10.28
|
6/21/2013
|
10.20
|
Form of Restricted Stock Agreement*
|
|
10-Q
|
10.1
|
9/2/2015
|
10.21
|
The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2007)*
|
|
10-Q
|
10.5
|
3/10/2009
|
10.22
|
The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2014)*
|
|
10-Q
|
10.2
|
11/27/2013
|
10.23
|
The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, restated effective as of May 1, 2015*
|
|
10-K
|
10.23
|
6/25/2015
|
10.24
|
The J. M. Smucker Company Restoration Plan, amended and restated effective as of January 1, 2013*
|
|
10-K
|
10.24
|
6/25/2015
|
10.25
|
Amendment No. 1 to The J. M. Smucker Company Restoration Plan, dated as of May 1, 2015*
|
|
10-K
|
10.25
|
6/25/2015
|
10.26
|
Form of Nonstatutory Stock Option Agreement between the Company and the Optionee (one-year vesting)*
|
|
8-K
|
10.2
|
3/23/2015
|
10.27
|
Form of Nonstatutory Stock Option Agreement between the Company and the Optionee (three-year vesting)*
|
|
8-K
|
10.3
|
3/23/2015
|
10.28
|
Form of Nonstatutory Stock Option Agreement between the Company and David J. West*
|
|
8-K
|
10.4
|
3/23/2015
|
10.29
|
Form of Change in Control Severance Agreement between the Company and the Executive party thereto*
|
|
8-K
|
10.5
|
3/23/2015
|
10.30
|
Employment Agreement, effective as of March 23, 2015, between the Company and David J. West*
|
|
10-K
|
10.30
|
6/25/2015
|
10.31
|
Amendment to Employment Agreement, dated as of April 9, 2015, between the Company and David J. West*
|
|
10-K
|
10.31
|
6/25/2015
|
Exhibit Number
|
Exhibit Description
|
Filed Herewith
|
Incorporated by Reference from Form
|
Exhibit
|
Filing Date
|
10.32
|
Employment Agreement Consent to Change in Role, dated December 11, 2015, by and between The J. M. Smucker Company and David J. West*
|
|
8-K
|
10.1
|
12/15/2015
|
10.33
|
The J. M. Smucker Company 1998 Equity and Performance Incentive Plan (as amended and restated effective as of June 6, 2005)*
|
|
8-K
|
10.1
|
6/9/2005
|
10.34
|
Del Monte Corporation Annual Incentive Plan, adopted September 8, 2011*
|
|
8-K
(A)
|
10.1
|
9/13/2011
|
10.35
|
Del Monte Corporation Supplemental Executive Retirement Plan (Fourth Restatement), amended and restated effective January 1, 2009*
|
|
10-Q
(B)
|
10.4
|
3/4/2009
|
10.36
|
Del Monte Corporation Additional Benefits Plan, amended and restated effective January 1, 2009*
|
|
10-Q
(B)
|
10.2
|
3/4/2009
|
10.37
|
Del Monte Executive Severance Plan, amended July 23, 2009*
|
|
10-Q
(B)
|
10.2
|
9/9/2009
|
10.38
|
Amendment Number One to the Del Monte Corporation Executive Severance Plan, dated November 24, 2010*
|
|
10-Q
(B)
|
10.7
|
3/4/2011
|
10.39
|
Del Monte Executive Perquisite Plan, amended and restated effective July 1, 2008*
|
|
10-K
(B)
|
10.74
|
6/25/2008
|
10.40
|
Amended and Restated Asset Purchase and Sale Agreement, dated as of October 24, 2001, by and among General Mills, Inc., The Pillsbury Company, and International Multifoods Corporation
|
|
8-K
(C)
|
2.1
|
11/28/2001
|
10.41
|
Retail Trademark License Agreement, dated November 13, 2001, between The Pillsbury Company and International Multifoods Corporation
|
|
10-Q
(C)
|
10.2
|
1/14/2002
|
10.42
|
Amendment to Retail Trademark License Agreement, dated December 23, 2002, between The Pillsbury Company and International Multifoods Corporation
|
|
10-K
(C)
|
10.29
|
5/12/2003
|
10.43
|
Closing Agreement, dated as of November 13, 2001, by and among General Mills, Inc., The Pillsbury Company, and International Multifoods Corporation
|
|
8-K
(C)
|
2.2
|
11/28/2001
|
10.44
|
Omnibus Amendment Agreement, dated as of January 16, 2003, by and among General Mills, Inc., The Pillsbury Company, International Multifoods Corporation, and Sebesta Blomberg & Associates, Inc.
|
|
8-K
(C)
|
10.1
|
1/28/2003
|
10.45
|
Tax Matters Agreement between The Procter & Gamble Company, The Folgers Coffee Company, and the Company, dated November 6, 2008
|
|
10-Q
|
10.20
|
12/9/2008
|
10.46
|
Intellectual Property Matters Agreement between The Procter & Gamble Company and The Folgers Coffee Company, dated November 6, 2008
|
|
10-Q
|
10.21
|
12/9/2008
|
10.47
|
Third Amended and Restated Credit Agreement, dated as of September 6, 2013, among the Company and Smucker Foods of Canada Corp., as borrowers, the lenders and guarantors party thereto, and Bank of Montreal, as administrative agent
|
|
8-K
|
10.1
|
9/10/2013
|
10.48
|
Amendment No. 1, dated as of February 23, 2015, to the Third Amended and Restated Credit Agreement dated as of September 6, 2013, among the Company and Smucker Foods of Canada Corp., as borrowers, the lenders and guarantors party thereto, and Bank of Montreal, as administrative agent
|
|
8-K
|
10.1
|
2/24/2015
|
10.49
|
Form of Commercial Paper Dealer Agreement between the Company, as Issuer, and the Dealer party thereto
|
|
10-Q
|
10.1
|
8/27/2014
|
Exhibit Number
|
Exhibit Description
|
Filed Herewith
|
Incorporated by Reference from Form
|
Exhibit
|
Filing Date
|
10.50
|
Shareholders Agreement, dated as of February 3, 2015, by and among The J. M. Smucker Company, Blue Holdings I, L.P., Kohlberg Kravis Roberts & Co. L.P., Vestar Capital Partners, Centerview Capital Management LLC, AlpInvest Partners US Holdings, LLC, and the shareholders named therein
|
|
8-K
|
10.1
|
2/4/2015
|
10.51
|
Term Loan Credit Agreement, dated as of March 2, 2015, among the Company, as borrower, the lenders and guarantors party thereto, and Bank of America, N.A., as administrative agent
|
|
8-K
|
10.1
|
3/3/2015
|
12.1
|
Computation of Ratio of Earnings to Fixed Charges
|
X
|
|
|
|
13
|
Excerpts from our 2016 Annual Report to Shareholders. Such Annual Report, except those portions thereof that are expressly incorporated herein by reference, is furnished for the information of the Commission only and is not deemed to be filed as part of this Annual Report on Form 10-K
|
X
|
|
|
|
21
|
Subsidiaries of the Registrant
|
X
|
|
|
|
23
|
Consent of Independent Registered Public Accounting Firm
|
X
|
|
|
|
24
|
Powers of Attorney
|
X
|
|
|
|
31.1
|
Certifications of Mark T. Smucker pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
|
X
|
|
|
|
31.2
|
Certifications of Mark R. Belgya pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
|
X
|
|
|
|
32
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
|
X
|
|
|
|
101.INS
|
XBRL Instance Document
|
X
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
X
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
X
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
X
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
X
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
X
|
|
|
|
|
Annual
Report to
Shareholders
|
Data incorporated by reference to the 2016 Annual Report to Shareholders of The J. M. Smucker Company:
|
|
|
|
Report of Management on Internal Control Over Financial Reporting
|
37
|
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
|
38
|
Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements
|
39
|
Consolidated Balance Sheets at April 30, 2016 and 2015
|
42-43
|
For the years ended April 30, 2016, 2015, and 2014:
|
|
Statements of Consolidated Income
|
41
|
Statements of Consolidated Comprehensive Income
|
41
|
Statements of Consolidated Cash Flows
|
44
|
Statements of Consolidated Shareholders’ Equity
|
45
|
Notes to Consolidated Financial Statements
|
46-80
|
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