Item 15. Exhibits and Financial Statement Schedules.

Item 15. Exhibits and Financial Statement Schedules.

27K characters. Original on sec.gov · Markdown

Date: June 25, 2015

The J. M. Smucker Company

/s/ Mark R. Belgya

Mark R. Belgya

Senior Vice President and Chief Financial Officer

| --- | --- |



(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 25 of this Report.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


*
Richard K. Smucker	Chief Executive Officer and Director (Principal Executive Officer)	June 25, 2015

/s/ Mark R. Belgya
Mark R. Belgya	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 25, 2015

*
Timothy P. Smucker	Chairman of the Board	June 25, 2015

*
Vincent C. Byrd	Director	June 25, 2015

*
Kathryn W. Dindo	Director	June 25, 2015

*
Paul J. Dolan	Director	June 25, 2015

*
Robert B. Heisler, Jr.	Director	June 25, 2015

*
Nancy Lopez Knight	Director	June 25, 2015

*
Elizabeth Valk Long	Director	June 25, 2015

*
Gary A. Oatey	Director	June 25, 2015

*
Sandra Pianalto	Director	June 25, 2015

*
Alex Shumate	Director	June 25, 2015

*
Mark T. Smucker	Director	June 25, 2015

*
David J. West	Director	June 25, 2015

*	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 25, 2015		/s/ Jeannette L. Knudsen
	By:	Jeannette L. Knudsen
		Attorney-in-Fact

INDEX OF EXHIBITS


Exhibit No.		Description

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., incorporated herein by reference to the Company’s Current Report on Form 8-K filed on February 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, incorporated herein by reference to Del Monte Corporation Quarterly Report on Form 10-Q dated December 9, 2013 (Commission File No. 333-107830-05).

3.1		Amended Articles of Incorporation of The J. M. Smucker Company, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2013.

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

4.1		Rights Agreement, dated as of May 20, 2009, by and between the Company and Computershare Trust Company, N.A., incorporated herein by reference to the Company’s Registration Statement on Form 8-A filed on May 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, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on February 4, 2015.

4.3		Indenture, dated as of October 18, 2011, between the Company and U.S. Bank National Association, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on October 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, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on October 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, incorporated herein by reference to the Company’s Registration Statement on Form S-3 filed on October 13, 2011.

4.6		Indenture, dated as of March 20, 2015, between the Company and U.S. Bank National Association, as trustee, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on March 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, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on March 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, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on March 23, 2015.

INDEX OF EXHIBITS


Exhibit No.		Description

10.1		1987 Stock Option Plan, incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 1994.*

10.2		Nonemployee Director Stock Plan dated January 1, 1997, incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 1997.*

10.3		The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, restated as of January 1, 2013, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2014.*

10.4		Amended and Restated Consulting and Noncompete Agreement of Timothy P. Smucker, dated as of December 31, 2010, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2011.*

10.5		Amended and Restated Consulting and Noncompete Agreement of Richard K. Smucker, dated as of December 31, 2010, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2011.*

10.6		Termination Amendment to Amended and Restated Consulting and Noncompete Agreement of Timothy P. Smucker, dated as of April 25, 2011, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on April 25, 2011.*

10.7		Termination Amendment to Amended and Restated Consulting and Noncompete Agreement of Richard K. Smucker, dated as of April 25, 2011, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on April 25, 2011.*

10.8		The J. M. Smucker Company Voluntary Deferred Compensation Plan, amended and restated as of December 1, 2012, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2013.*

10.9		Amended and Restated Nonemployee Director Stock Option Plan, effective August 19, 2005, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on August 24, 2005.*

10.10		The J. M. Smucker Company 2006 Equity Compensation Plan, effective August 17, 2006, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on August 21, 2006.*

10.11		The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on August 20, 2010.*

10.12		Form of Deferred Stock Units Agreement, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2010.*

10.13		Form of Deferred Stock Units Agreement, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on October 28, 2010.*

10.14		Form of Restricted Stock Agreement, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2010.*

10.15		Omnibus Amendment to Restricted Stock Agreements for Folgers Employees, dated as of November 4, 2010, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2011.*

10.16		Form of Restricted Stock Agreement, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on April 20, 2012.*

INDEX OF EXHIBITS


Exhibit No.		Description

10.17		Form of Deferred Stock Units Agreement, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on April 20, 2012.*

10.18		Form of Restricted Stock Agreement, incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2013.*

10.19		Form of Deferred Stock Units Agreement, incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2013.*

10.20		Form of Special One-Time Grant of Restricted Stock Agreement, incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2013.*

10.21		The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2007), incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2009.*

10.22		The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2014), incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2013.*

10.23		The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, restated effective as of May 1, 2015.*

10.24		The J. M. Smucker Company Restoration Plan, amended and restated effective as of January 1, 2013.*

10.25		Amendment No. 1 to The J. M. Smucker Company Restoration Plan, dated as of May 1, 2015.*

10.26		Form of Nonstatutory Stock Option Agreement between the Company and the Optionee (one-year vesting), incorporated herein by reference to the Company’s Current Report on Form 8-K filed on March 23, 2015.*

10.27		Form of Nonstatutory Stock Option Agreement between the Company and the Optionee (three-year vesting), incorporated herein by reference to the Company’s Current Report on Form 8-K filed on March 23, 2015.*

10.28		Form of Nonstatutory Stock Option Agreement between the Company and David J. West, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on March 23, 2015.*

10.29		Form of Change in Control Severance Agreement between the Company and the Executive party thereto, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on March 23, 2015.*

10.30		Employment Agreement, effective as of March 23, 2015, between the Company and David J. West.*

10.31		Amendment to Employment Agreement, dated as of April 9, 2015, between the Company and David J. West.*

INDEX OF EXHIBITS


Exhibit No.		Description

10.32		The J. M. Smucker Company 1998 Equity and Performance Incentive Plan (as amended and restated effective as of June 6, 2005), incorporated herein by reference to the Company’s Current Report on Form 8-K filed on June 9, 2005.*

10.33		Del Monte Corporation Annual Incentive Plan, adopted September 8, 2011, incorporated herein by reference to Del Monte Corporation Current Report on Form 8-K dated September 13, 2011 (Commission File No. 333-107830-05).*

10.34		Del Monte Corporation Supplemental Executive Retirement Plan (Fourth Restatement), amended and restated effective January 1, 2009, incorporated herein by reference to Del Monte Foods Company Quarterly Report on Form 10-Q dated March 4, 2009 (Commission File No. 001-14335).*

10.35		Del Monte Corporation Additional Benefits Plan, amended and restated effective January 1, 2009, incorporated herein by reference to Del Monte Foods Company Quarterly Report on Form 10-Q dated March 4, 2009 (Commission File No. 001-14335).*

10.36		Del Monte Executive Severance Plan, amended July 23, 2009, incorporated herein by reference to Del Monte Foods Company Quarterly Report on Form 10-Q dated September 9, 2009 (Commission File No. 001-14335).*

10.37		Amendment Number One to the Del Monte Corporation Executive Severance Plan, dated November 24, 2010, incorporated herein by reference to Del Monte Foods Company Quarterly Report on Form 10-Q dated March 4, 2011 (Commission File No. 001-14335).*

10.38		Del Monte Executive Perquisite Plan, amended and restated effective July 1, 2008, incorporated herein by reference to Del Monte Foods Company Annual Report on Form 10-K dated June 25, 2008 (Commission File No. 001-14335).*

10.39		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, incorporated herein by reference to International Multifoods Corporation Current Report on Form 8-K dated November 13, 2001 (Commission File No. 001-6699).

10.40		Retail Trademark License Agreement, dated November 13, 2001, between The Pillsbury Company and International Multifoods Corporation, incorporated herein by reference to International Multifoods Corporation Quarterly Report on Form 10-Q for the quarter ended December 1, 2001 (Commission File No. 001-6699).

10.41		Amendment to Retail Trademark License Agreement, dated December 23, 2002, between The Pillsbury Company and International Multifoods Corporation, incorporated herein by reference to International Multifoods Corporation Annual Report on Form 10-K for the year ended March 1, 2003 (Commission File No. 001-6699).

10.42		Closing Agreement, dated as of November 13, 2001, by and among General Mills, Inc., The Pillsbury Company, and International Multifoods Corporation, incorporated herein by reference to International Multifoods Corporation Current Report on Form 8-K dated November 13, 2001 (Commission File No. 001-6699).

10.43		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., incorporated herein by reference to International Multifoods Corporation Current Report on Form 8-K dated January 27, 2003 (Commission File No. 001-6699).

10.44		Note Purchase Agreement, dated as of May 27, 2004, by and among the Company and each of the Purchasers signatory thereto, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2004.

INDEX OF EXHIBITS


Exhibit No.		Description

10.45		First Amendment, dated May 31, 2007, to Note Purchase Agreement, dated as of May 27, 2004, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2007.

10.46		Second Amendment, dated October 23, 2008, to Note Purchase Agreement, dated as of May 27, 2004, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008.

10.47		Third Amendment, dated November 6, 2008, to Note Purchase Agreement, dated as of May 27, 2004, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008.

10.48		Fourth Amendment, dated June 11, 2010, to Note Purchase Agreement, dated as of May 27, 2004, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2010.

10.49		Note Purchase Agreement, dated as of May 31, 2007, by and among the Company and each of the Purchasers signatory thereto, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2007.

10.50		First Amendment, dated October 23, 2008, to Note Purchase Agreement, dated as of May 31, 2007, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008.

10.51		Second Amendment, dated November 6, 2008, to Note Purchase Agreement, dated as of May 31, 2007, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008.

10.52		Third Amendment, dated June 11, 2010, to Note Purchase Agreement, dated as of May 31, 2007, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2010.

10.53		Note Purchase Agreement, dated as of October 23, 2008, by and among the Company and each of the Purchasers signatory thereto, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008.

10.54		First Amendment, dated November 6, 2008, to Note Purchase Agreement, dated as of October 23, 2008, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008.

10.55		Second Amendment, dated June 11, 2010, to Note Purchase Agreement, dated as of October 23, 2008, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2010.

10.56		Note Purchase Agreement, dated as of June 15, 2010, by and among the Company and each of the Purchasers signatory thereto, incorporated herein by reference to the Company’s Periodic Report on Form 8-K filed on June 17, 2010.

10.57		Guaranty Agreement, dated November 6, 2008, by The Folgers Coffee Company in favor of the Noteholders defined therein, relating to the guaranty of the obligations of the Company under or in respect of the Note Purchase Agreement, dated as of May 27, 2004, as amended, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the

INDEX OF EXHIBITS


Exhibit No.		Description

		quarter ended October 31, 2008.

10.58		Guaranty Agreement, dated November 6, 2008, by The Folgers Coffee Company in favor of the Noteholders defined therein, relating to the guaranty of the obligations of the Company under or in respect of the Note Purchase Agreement, dated as of May 31, 2007, as amended, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008.

10.59		Guaranty Agreement, dated November 6, 2008, by The Folgers Coffee Company in favor of the Noteholders defined therein, relating to the guaranty of the obligations of the Company under or in respect of the Note Purchase Agreement, dated as of October 23, 2008, as amended, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008.

10.60		Tax Matters Agreement between The Procter & Gamble Company, The Folgers Coffee Company, and the Company, dated November 6, 2008, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008.

10.61		Intellectual Property Matters Agreement between The Procter & Gamble Company and The Folgers Coffee Company, dated November 6, 2008, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008.

10.62		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, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on September 10, 2013.

10.63		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, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on February 24, 2015.

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

10.65		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, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on February 4, 2015.

10.66		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, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on March 3, 2015.

10.67		Bridge 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, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on March 3, 2015.

INDEX OF EXHIBITS


Exhibit No.		Description

12.1		Computation of Ratio of Earnings to Fixed Charges.

13		Excerpts from our 2015 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.

21		Subsidiaries of the Registrant.

23		Consent of Independent Registered Public Accounting Firm.

24		Powers of Attorney.

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

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

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

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

*	Management contract or compensatory plan or arrangement.

THE J. M. SMUCKER COMPANY

ANNUAL REPORT ON FORM 10-K

INDEX TO FINANCIAL STATEMENTS


		Annual Report to Shareholders
Data incorporated by reference to the 2015 Annual Report to Shareholders of The J. M. Smucker Company:

Report of Management on Internal Control Over Financial Reporting		43
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting		44
Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements		45
Consolidated Balance Sheets at April 30, 2015 and 2014		48 - 49
For the years ended April 30, 2015, 2014, and 2013:
Statements of Consolidated Income		47
Statements of Consolidated Comprehensive Income		47
Statements of Consolidated Cash Flows		50
Statements of Consolidated Shareholders’ Equity		51
Notes to Consolidated Financial Statements		52 - 90

Financial statement schedules are omitted because they are not applicable or because the information required is set forth in the Consolidated Financial Statements or the notes thereto.

F-1

Previous: Item 14. Principal Accountant Fees and Services.