J.M. Smucker (SJM) 10-K risk factor changes: FY2016 vs FY2015

| [removed: |] • | [removed: |] We may be unable to grow market share of our products. |

| [removed: |] • | [removed: |] 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 also believe that our packaging innovations, such as brick packaging technology and our [removed: _AromaSeal_TM] [added: AromaSeal™] canisters, are important to the coffee business’ marketing and operational efforts.

[added: If our] competitors copy our roasting or packaging methods or develop more advanced roasting or packaging methods, the value of our coffee brands may be diminished, and we could lose customers to our competitors.

| [removed: |] • | [removed: |] 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. |

| [removed: |] • | [removed: |] 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. |

We have elected to source certain raw materials, such as packaging for our [removed: _Folgers_] [added: Folgers] coffee products, as well as our [removed: _Jif_] [added: Jif] peanut butter and [removed: _Crisco_] [added: Crisco] oil products, and finished goods, such as K-Cup® pods and our [removed: _Pup-Peroni_] [added: Pup-Peroni] dog [removed: snack products,] [added: snacks,] from single sources of supply.

Keurig is our single-source supplier for K-Cup® pods which are used in its proprietary Keurig® [removed: K-Cup] [added: K-Cup®] brewing system.

| [removed: |] • | [removed: |] 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. |

We and our business partners purchase and use large quantities of many different commodities and agricultural products in the manufacturing of our products, including green coffee, [added: grains,] peanuts, edible oils, [removed: wheat,] sweeteners, [removed: corn, milk, fruit, vegetables, cocoa, poultry meal, soybean meal, meat,] and [removed: meat by-products.][added: fruit.]

The prices of these commodities, agricultural products, and other materials are subject to volatility and can fluctuate due to conditions that are difficult to predict, including global supply and demand, commodity market fluctuations, crop sizes and yield fluctuations, weather, natural disasters, [added: foreign] currency fluctuations, investor speculation, trade agreements, political unrest, consumer demand, and changes in governmental agricultural programs.

In addition, we compete for certain raw materials, notably corn and soy-based agricultural products, with the biofuels industry, which has resulted in increased prices [removed: for these raw materials.]

Due to the significance of green coffee to our coffee business, combined with our ability to only partially mitigate future price risk through purchasing [added: practices and hedging activities, significant increases or decreases in the cost of green coffee could have an adverse impact on our profitability.]

| [removed: |] • | [removed: |] 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. |

[removed: As a result] [added: We instead mark-to-market our derivatives through the Statement] of [removed: this change] [added: Consolidated Income, which results] in [removed: accounting treatment,] changes in the fair value of all of our derivatives [removed: are] [added: being] immediately recognized in consolidated earnings, resulting in [removed: increased] [added: potential] volatility in both gross profit and net income.

These gains and losses are reported in cost of products sold in our Statement of Consolidated Income but [added: are] excluded from our segment operating results and non-GAAP earnings until the related inventory is sold, at which time the gains and losses are reclassified to segment profit and non-GAAP earnings.

Although this [removed: change more accurately] [added: accounting treatment] aligns the derivative gains and losses with the underlying exposure being hedged within segment results, [removed: we] [added: it] may [removed: experience more] [added: result in] volatility in our consolidated [removed: earnings as a result of this change in accounting treatment.][added: earnings.]

| [removed: |] • | [removed: |] 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. |

| [removed: |] • | [removed: |] Certain of our products are sourced from single manufacturing sites. |

We have consolidated our production capacity for certain products, including substantially all of our coffee, [removed: _Milk-Bone_] [added: Milk-Bone] dog snacks, and fruit spreads, syrups, and toppings production, into single manufacturing sites.

[added: We could experience a production] disruption at these or any of our manufacturing sites resulting in a reduction or elimination of the availability of some of our products.

| [removed: |] • | [removed: |] 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. |

| [removed: |] • | [removed: |] Our business could be harmed by strikes or work stoppages. |

As of April 30, [removed: 2015, 28] [added: 2016, 30] percent of our employees, located at [removed: 10] [added: 11] manufacturing facilities, are covered by collective bargaining agreements.

These contracts vary in term depending on location, with [removed: three contracts] [added: one contract] expiring in [removed: 2016,] [added: 2017,] representing [removed: 11] [added: 8] percent of our total employees.

| [removed: |] • | [removed: |] 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. |

We use multiple forms of transportation, including ships, trucks, [removed: intermodals,] and railcars, to bring our products to market.

Disruption to the timely supply of these services or increases in the cost of these services for any reason, including availability or cost of fuel, regulations affecting the industry, labor shortages in the transportation industry, service failures by third-party service providers, accidents, or natural [removed: disasters (which] [added: disasters, which] may impact the transportation infrastructure or demand for transportation [removed: services),] [added: services,] could have an adverse effect on our ability to serve our customers, and could have a material adverse effect on our business, financial condition, and results of operations.

| [removed: |] • | [removed: |] Our operations are subject to the general risks of the food industry. |

A widespread product recall could result in significant loss due to the cost of conducting a product recall, including destruction of inventory and the loss of sales resulting from the unavailability of [added: product for a period of time.]

| [removed: |] • | [removed: |] Changes in our relationships with significant customers, including the loss of our largest customer, could adversely affect our results of operations. |

Sales to Wal-Mart Stores, Inc. and subsidiaries amounted to [removed: 28] [added: 30] percent of net sales in [removed: 2015.][added: 2016.]

Trade receivables at April 30, [removed: 2015,] [added: 2016,] included amounts due from Wal-Mart Stores, Inc. and subsidiaries of [removed: $122.6] [added: $118.1] million, or [removed: 29] [added: 26] percent of the total trade receivables balance.

During [removed: 2015,] [added: 2016,] our top 10 customers, collectively, accounted for approximately [removed: 60] [added: 70] percent of consolidated net sales.

We expect that a significant portion of our revenues will continue to be derived from a [removed: limited number of customers.]

| [removed: |] • | [removed: |] We operate in the competitive food industry and continued demand for our products may be affected by changes in consumer preferences. |

Continued success is dependent on product innovation, the ability to secure and maintain adequate retail shelf [removed: space,] [added: space] and [added: to compete in new and growing channels, such as e-commerce, and] effective and sufficient trade merchandising, advertising, and marketing programs.

Some of our competitors have substantial financial, marketing, and other resources, and competition with them in our various [removed: markets] [added: markets, channels,] and product lines could cause us to reduce prices, increase marketing or other expenditures, or lose category share.

| [removed: |] • | [removed: |] The success of our business depends substantially on consumer perceptions of our brands. |

In addition, anything that harms the [removed: _Pillsbury_, _Dunkin’ Donuts_, _Carnation_, _Borden_, _Douwe Egberts_,] [added: Pillsbury, Dunkin’ Donuts, Carnation, Douwe Egberts, Sweet‘N Low,] or [removed: Cumberland] [added: Sugar In The Raw] brands could adversely affect the success of our exclusive licensing agreements with the owners of these brands.

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for these raw materials.

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We currently do not qualify any of our commodity or foreign currency exchange derivatives for hedge accounting.

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limited number of customers.

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Adverse publicity resulting from such allegations

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In addition, we have made strategic divestitures of brands and businesses and we may do so in the future.

If we are unable to complete divestitures or to successfully transition divested businesses, our business or financial results could be negatively impacted.

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If our

We expect the green coffee commodity markets to continue to be challenging due to significant ongoing price volatility.

For example, during the first half of the 2014 calendar year, drought conditions and coffee tree leaf rust fungus affected production in key coffee-producing regions, such as Brazil and Central America.

practices and hedging activities, significant increases or decreases in the cost of green coffee could have an adverse impact on our profitability.

Beginning in 2015, we elected to mark-to-market all of our commodity and foreign currency exchange derivatives through the Statement of Consolidated Income.

Prior to 2015, mark-to-market gains and losses on derivatives that qualified for hedge accounting as cash flow hedges were initially deferred in accumulated other comprehensive income.

Similarly, most of our peanut butter is being produced at our facility in Lexington, Kentucky, although the conversion of our facility in Memphis, Tennessee, into an additional peanut butter plant was completed in March 2015.

We could experience a production

product for a period of time.

Within the Big Heart business, sales to Wal-Mart Stores, Inc. and subsidiaries represent a larger portion of net sales, as compared to our business prior to the acquisition.

As a result, beginning in 2016, we anticipate that sales to Wal-Mart Stores, Inc. and subsidiaries will represent a larger portion of net sales than in 2015 due to a full year of Big Heart sales.

In particular, our ability to realize the anticipated benefits of the acquisition of Big Heart will depend, to a large extent, on our ability to integrate the Big Heart business into Smucker.

The combination of two independent businesses is a complex, costly, and time-consuming process.

As a result, we will be required to devote significant management attention and resources to integrating Big Heart’s business practices and operations with our business practices and operations.

The integration process may disrupt the businesses and, if implemented ineffectively or if impacted by unforeseen negative economic or market conditions or other factors, we may not realize the full anticipated benefits of the acquisition.

Our failure to meet the challenges involved in integrating the two businesses to realize the anticipated benefits of the acquisition could cause

an interruption of, or a loss of momentum in, our activities and could adversely affect our results of operations.

Specifically, the difficulties of combining the operations of Big Heart with our business include, among others:

| | • | | the diversion of management’s attention to integration matters; |

| | • | | difficulties in achieving anticipated cost savings, synergies, business opportunities, and growth prospects from combining the Big Heart business with our business; |

| | • | | difficulties in the integration of operations and systems; |

| | • | | difficulties in managing the expanded operations of a significantly larger and more complex company; |

| | • | | challenges in keeping existing customers and obtaining new customers; |

| | • | | challenges in attracting and retaining key personnel; |

| | • | | unanticipated expenses resulting from disputes with third parties, such as the working capital dispute with Del Monte Foods, Inc.; and |

| | • | | unanticipated liabilities, such as environmental liabilities resulting from contamination at our properties or those of third parties. |

coffee, peanuts, edible oils, wheat, sweeteners, corn, milk, fruit, vegetables, cocoa, poultry meal, soybean meal, meat, and meat by-products.

Management’s discussion and analysis of financial condition and results of operations, including a discussion of liquidity and capital [removed: resources,] [added: resources] and critical accounting estimates and policies, is incorporated herein by reference to the information set forth in our [removed: 2015] [added: 2016] Annual Report to Shareholders under the caption “Management’s Discussion and [removed: Analysis,” on pages 28 through 42.][added: Analysis.”]

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Quantitative and qualitative disclosures about market risk are incorporated herein by reference to [added: the information set forth in our 2016 Annual Report to Shareholders under the caption “Derivative Financial Instruments and Market Risk.”]

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the information set forth in our 2015 Annual Report to Shareholders under the caption “Derivative Financial Instruments and Market Risk” on pages 40 and 41.

The J. M. Smucker Company (“Company,” “registrant,” “we,” “us,” or “our”) was established in 1897, was incorporated in Ohio in 1921, and is often referred to as [removed: _Smucker’s_] [added: Smucker’s] (a registered trademark).

We operate principally in one industry, the manufacturing and marketing of branded food [added: and beverage] products on a worldwide basis, although the majority of our sales are in the U.S. Our operations outside the U.S. are principally in Canada, although products are exported to other countries as well.

Net sales outside the U.S., subject to foreign currency [removed: exchange,] [added: translation,] represented [removed: 8] [added: 6] percent of consolidated net sales for [removed: 2015.][added: 2016.]

Our branded food [added: and beverage] products include a strong portfolio of trusted, iconic, market-leading brands that are sold to consumers through retail outlets in North America.

On March 23, 2015, we completed the acquisition of Big Heart Pet Brands (“Big Heart”), a leading producer, distributor, and marketer of premium-quality, branded pet food and pet snacks in the U.S. The cash and stock transaction was valued at $5.9 billion, which included the [removed: assumption] [added: issuance] of [removed: $2.6 billion in debt that we refinanced at closing.][added: 17.9 million shares of our common stock to the shareholders of Blue Acquisition Group, Inc., Big Heart’s parent company.]

After the closing of the [removed: transaction on March 23, 2015,] [added: transaction,] we had approximately 120.0 million common shares outstanding.

We have [removed: four] [added: three] reportable segments: U.S. Retail Coffee, U.S. Retail Consumer Foods, [added: and] U.S. Retail Pet [removed: Foods, and International, Foodservice, and Natural] Foods.

The U.S. retail market segments in total comprised over [removed: 75] [added: 85] percent of [removed: 2015] [added: 2016] consolidated net sales and represent a major portion of our strategic focus – the sale of branded food [added: and beverage] products with leadership positions to consumers through retail outlets in North America.

[removed: The International, Foodservice, and Natural Foods] [added: Within our] segment [added: results, International and Foodservice] represents [removed: sales outside] [added: a combination] of the [added: strategic business areas not included in the] U.S. retail market segments.

Our principal [removed: consumer food and beverage] products are coffee, [added: pet food, pet snacks,] peanut butter, fruit spreads, shortening and oils, baking mixes and ready-to-spread frostings, [removed: canned milk,] [added: frozen sandwiches,] flour and baking ingredients, juices and beverages, [removed: frozen sandwiches, toppings, syrups, pickles, condiments, grain products,] and [removed: nut mix] [added: portion control] products.

Product sales information for the years [added: 2016,] 2015, [removed: 2014,] and [removed: 2013] [added: 2014] is incorporated herein by reference to information set forth in our [removed: 2015] [added: 2016] Annual Report to Shareholders [removed: on page 60] under “Note [removed: 3:] [added: 5:] Reportable Segments.”

In the U.S. retail market segments, our products are primarily sold through a combination of direct sales and brokers to food retailers, food wholesalers, drug stores, club stores, mass merchandisers, discount and dollar stores, military commissaries, [added: natural foods stores] and [added: distributors, and] pet specialty stores.

In [removed: the International, Foodservice,] [added: International] and [removed: Natural Foods segment,] [added: Foodservice,] our products are distributed domestically and in foreign countries through retail [removed: channels,] [added: channels and] foodservice distributors and operators (e.g., restaurants, lodging, schools and universities, health care [removed: operators), and natural foods stores and distributors.][added: operators).]

Green coffee, [added: grains,] peanuts, edible oils, [removed: wheat,] sweeteners, [removed: corn, milk,] fruit, [removed: vegetables, cocoa, poultry meal, soybean meal, meat, meat by-products,] and other ingredients are obtained from various suppliers.

We source [added: grains,] peanuts, [removed: edible oils,] and [removed: wheat] [added: edible oils] mainly from North America.

The principal packaging materials we use are plastic, [added: glass, metal cans, caps, carton board, and corrugate.]

For additional information on the commodities we purchase, see “Commodities Overview” [removed: on pages 31 and 32] in our [removed: 2015] [added: 2016] Annual Report to Shareholders.

While availability may vary year-to-year, we believe that we will continue to be able to obtain adequate supplies and that alternatives to single-sourced materials are [removed: available.]

We consider our relationships with key raw material suppliers to be [removed: good.][added: in good standing.]

| [removed: Primary] [added: Primary] Reportable [removed: Segment] [added: Segment/Business Area] | | [removed: Major Trademark] [added: Major Trademark] |

| U.S. Retail Coffee | | [removed: _Folgers®_] [added: Folgers®, Dunkin’ Donuts®,] and [removed: _Dunkin’ Donuts®_] [added: Café Bustelo®] |

| U.S. Retail Consumer Foods | | [removed: _Smucker’s®,] Jif®, [added: Smucker’s®,] Crisco®, [removed: Pillsbury®,_] [added: Pillsbury®,] and [removed: _Uncrustables®_] [added: Uncrustables®] |

| U.S. Retail Pet Foods | | [removed: _Meow] [added: Meow] Mix®, Milk-Bone®, [added: Natural Balance®,] Kibbles ‘n Bits®, [removed: Natural Balance®,] 9Lives®, Pup-Peroni®, [removed: Gravy Train®,_] [added: Nature’s Recipe®,] and [removed: _Nature’s Recipe®_] [added: Gravy Train®] |

| [removed: International, Foodservice,] [added: International] and [removed: Natural Foods] [added: Foodservice] | | [removed: _Smucker’s, Folgers,_] [added: Folgers, Smucker’s,] and [removed: _Douwe Egberts®_] [added: Douwe Egberts®] |

[removed: _Dunkin’ Donuts_] [added: Dunkin’ Donuts] is a registered trademark of DD IP Holder LLC used under [removed: license] [added: two licenses] (the “Dunkin’ [removed: License”)] [added: Licenses”)] for packaged coffee products, including K-Cup® pods, sold in retail channels such as grocery stores, mass merchandisers, club stores, and drug stores.

The Dunkin’ [removed: License does] [added: Licenses do] not pertain to [removed: _Dunkin’ Donuts_] [added: Dunkin’ Donuts] coffee or other products for sale in [removed: _Dunkin’ Donuts_] [added: Dunkin’ Donuts] restaurants.

The terms of the Dunkin’ [removed: License] [added: Licenses] include the payment of royalties to an affiliate of DD IP Holder LLC and other financial commitments by the Company.

The Dunkin’ [removed: License is] [added: Licenses are] in effect until January 1, 2039.

[removed: _Pillsbury_,] [added: Pillsbury,] the Barrelhead logo, and the Doughboy character are trademarks of The Pillsbury Company, LLC and are used under a 20-year, perpetually renewable, royalty-free license.

[removed: _Borden_®] [added: Borden®] and the Elsie design are trademarks used [added: by our Canadian subsidiary] on certain products under a perpetual, exclusive, and royalty-free license.

[removed: _Carnation_®] [added: Carnation®] is a trademark of Société des Produits Nestlé S.A. used by our Canadian subsidiary for certain canned milk products in certain territories under an exclusive and royalty-free license with an initial term of 10 years which expires in October 2017, renewable for two successive 5-year terms, and which becomes perpetual at the end of the renewal terms under certain circumstances.

[removed: _Douwe Egberts_] [added: Douwe Egberts] and [removed: _Pickwick_®] [added: Pickwick®] are registered trademarks of [removed: D.E Master Blenders 1753 N.V.] [added: Jacobs Douwe Egberts] and are used under a [removed: multi-year] license which expires in January 2019.

In accordance with a multi-year licensing and distribution agreement entered into with Cumberland Packing Corp. (“Cumberland”), we market and distribute Cumberland’s branded tabletop sweeteners sold under the [removed: _Sweet‘N Low_®, _NatraTaste_®, _Sugar] [added: Sweet‘N Low®, NatraTaste®, Sugar] In The [removed: Raw_®,] [added: Raw®,] and other “In The Raw” brands to foodservice customers in the U.S. and to retail and foodservice customers in Canada.

Slogans or designs considered to be important trademarks include, without limitation, [removed: _“With] [added: “With] A Name Like Smucker’s, It Has To Be Good®,” “The Best Part of Wakin’ Up Is Folgers In Your Cup®,” [removed: “Mountain Grown design,”] “Choosy Moms Choose Jif®,” “Purely The Finest®,” “Crisco is [removed: Cooking™,”] [added: Cooking®,”] “Everybody’s Happy When It’s Hungry Jack®,” “Goodness Gracious, It’s [removed: Good!®,”] [added: Good®,”] “The Only One Cats Ask For By Name®,” “Say It With [removed: Milk-Bone_™,_”_] [added: Milk-Bone®,”] the [removed: _Smucker’s_] [added: Smucker’s] banner, the Crock Jar shape, the Gingham design, [added: the Mountain Grown design,] and the [added: Smucker’s] Strawberry, [removed: _Milk-Bone_,] [added: Milk-Bone,] and [removed: _9Lives_] [added: 9Lives] logos.

Working capital requirements are greatest during the first half of our fiscal year mainly due to the timing of the buildup of coffee, oil, [removed: baking,] and [removed: milk] [added: baking] inventories necessary to support the Fall Bake and Holiday period and the additional buildup of coffee inventory in advance of the Atlantic hurricane season.

Sales to Wal-Mart Stores, Inc. and subsidiaries amounted to [removed: 28] [added: 30] percent, [removed: 27] [added: 28] percent, and [removed: 26] [added: 27] percent of net sales in [added: 2016,] 2015, [removed: 2014,] and [removed: 2013,] [added: 2014,] respectively.

No other customer exceeded 10 percent of net sales during [added: 2016,] 2015, [removed: 2014,] or [removed: 2013.][added: 2014.]

[removed: Within] [added: The increase in 2016 was driven by a full year of sales from] the [removed: Big Heart] [added: pet food] business, [added: in which] sales to Wal-Mart Stores, Inc. and subsidiaries represent a larger portion of net sales, as compared to our business prior to the [added: Big Heart] acquisition.

During [removed: 2015,] [added: 2016,] our top 10 customers, collectively, accounted for approximately [removed: 60] [added: 70] percent of consolidated net sales.

[removed: Within consumer foods and beverages, we] [added: We] are the branded market leader in the coffee, peanut butter, [added: dog snacks,] fruit spreads, shortening, [removed: sweetened condensed milk,] [added: natural beverage, and] ice cream [removed: toppings, and natural beverage] [added: toppings] categories in the U.S. [removed: Within pet food and pet snacks, we are the branded market leader in the dog snacks category in the U.S.] In Canada, we are the branded market leader in the flour, pickles, canned milk, fruit spreads, shortening, and ice cream toppings categories.

On December 31, 2015, we sold our U.S. canned milk brands and operations to Eagle Family Foods Group LLC, a subsidiary of funds affiliated with Kelso & Company.

The transaction included canned milk products that were primarily sold in U.S. retail and foodservice channels under the Eagle Brand® and Magnolia® brands, along with other branded and private label trade names, with annual net sales of approximately $200.0 million.

For additional information on the U.S. canned milk transaction, see “Note 4: Divestiture” in our 2016 Annual Report to Shareholders.

We assumed $2.6 billion in debt that we repaid at closing and paid an additional $1.2 billion in cash, net of a working capital adjustment.

As part of the transaction, new debt of $5.5 billion was borrowed.

For additional information on the Big Heart acquisition, see “Note 2: Acquisitions” in our 2016 Annual Report to Shareholders.

available.

Although we still expect an inventory buildup during the first half of the fiscal year within the U.S. Retail Coffee and U.S. Retail Consumer Foods businesses, our working capital requirements have become less seasonal overall with the addition of the pet food business.

Our primary brands, the brands with which they compete, and our major competitors are listed below.

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| 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 |

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We issued 17.9 million shares of our common stock to the shareholders of Blue Acquisition Group, Inc., Big Heart’s parent company, and paid $1.2 billion in cash, subject to a working capital adjustment.

We funded the non-equity portion of the acquisition through the combination of a $1.8 billion bank term loan and $3.7 billion in long-term notes.

Our pet products consist of dry and wet dog food, dry and wet cat food, dog snacks, and cat snacks.

glass, metal cans, caps, carton board, and corrugate.

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As a result, beginning in 2016, we anticipate that sales to Wal-Mart Stores, Inc. and subsidiaries will represent a larger portion of net sales than in 2015 due to a full year of Big Heart sales.

Certain evolving consumer trends have contributed to the decline, such as a

In the pet food and pet snacks categories, private label penetration has declined below levels seen in consumer food and beverage categories.

In the U.S. Retail Coffee segment, the _Folgers_ brand competes in the highly competitive U.S. packaged roast and ground coffee market with other retail coffee brands such as _Maxwell House_, _Yuban_, and _Chock full o’Nuts_.

We participate in the premium coffee market through sales of _Dunkin’ Donuts_ retail packaged coffee products, as well as with the _Folgers Gourmet Selections®_ and _Millstone®_ brands.

Competitors include other brands such as _Starbucks_, _Gevalia_, _Eight O’Clock_, _Seattle’s Best_, _Peet’s Coffee & Tea_, and _McCafe_.

Through a manufacturing and distribution agreement with Keurig, we compete in the single serve coffee market with the _Folgers, Folgers Gourmet Selections, Millstone_, and _Café Bustelo®_ premium coffees K-Cup® pods.

Additionally, under a new, multi-year agreement, at the beginning of fiscal 2016 we began selling _Dunkin’ Donuts_ K-Cup® pods to grocery chains, mass merchandisers, club stores, drug stores, dollar stores, home improvement stores, and online retailers.

K-Cup competing brands include _Green Mountain_, _Starbucks_, _Eight O’Clock_, _Maxwell House_, and _Gevalia_, as well as many private label brands.

We participate in the espresso coffee category with the _Café Bustelo_ and _Café Pilon®_ brands.

In the U.S. Retail Consumer Foods segment, the _Jif_ brand has been the leader in the peanut butter category for over 20 years, competing primarily with _Skippy, Peter Pan,_ and many private label brands.

Our natural peanut butter business, sold under the _Jif_, _Smucker’s_, _Adam’s_®, and _Laura Scudder’s_® brands, maintains a strong leadership position in the natural peanut butter category.

Our fruit spreads brands, primarily _Smucker’s,_ hold the leading position in the fruit spreads category and compete with _Welch’s_ branded line of fruit spreads and many private label brands.

The competing brands exist on both a national and a regional level.

Besides the brands with which we compete in the peanut butter and fruit spreads categories, our overall spreads business has been impacted by the recent growth of the hazelnut spreads category, primarily the _Nutella_ brand.

_Crisco_ has historically been a leader in the shortening and cooking oils categories.

_Crisco_ holds the leading branded position in the shortening category and competes with other branded competitors, including _Wesson_, for the leading branded position in the oils category.

The oils category in which _Crisco_ competes is highly competitive with private label competitors, collectively, maintaining the largest share of the category.

The _Pillsbury_ brand competes in the dessert baking mixes (“DBM”) category that includes mixes for cakes, cookies, brownies, muffins, and quick breads, as well as ready-to-spread frostings.

Within the DBM category, we compete primarily with the market leader, _Betty Crocker_, as well as _Duncan Hines_ and many private label and regional brands.

In the ingredients category, _Pillsbury_ flour competes with the branded market leader, _Gold Medal_, as well as many private label brands which, collectively, maintain the largest share of the category.

_Smucker’s Uncrustables_ is the market leader in the frozen peanut butter sandwiches segment.

The _Hungry Jack®_ brand competes in the pancake mix and table syrup categories.

We compete with several major national as well as private label brands in this category.

We compete in the canned milk category with both branded and nonbranded products.

We are the branded market leader in the sweetened condensed milk category with the _Eagle Brand®_ and _Magnolia®_ brands and have significant sales with production of private label brands.

In the evaporated milk category, we have a significant presence with our production of private label brands.

In the U.S. Retail Pet Foods segment, our pet products portfolio includes well-recognized national brands such as _Meow Mix_, _Milk-Bone_, _Kibbles ’n Bits_, _Natural Balance_, _9Lives_, and _Pup-Peroni_, as well as other brand names and private label products.

We hold the #1 market share in the dog snacks

category (excluding rawhide), the #2 market share in both the dry and wet cat food categories, and the #3 market share in the dry dog food category.

We compete with other branded pet food and pet snacks products.

In the dry and wet dog food categories, our main competitors are _Dog Chow_, _Beneful_, _Beyond_, _Pedigree_, _Nutro_, _Iams_, _Hill’s_, and _Blue_.

We compete in the dry and wet cat food categories with _Friskies_, _Fancy Feast_, _Cat Chow_, _Sheba_, _Whiskas_, _Iams_, _Hill’s_, and _Blue_.

Our main competitors in the dog and cat snacks categories are _Beggin’ Strips_, _Waggin’ Train_, _Dentastix_, and _Greenies_.

| --- | --- |

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

| x | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the fiscal year ended April 30, [removed: 2015][added: 2016]

| [removed: ¨] [added: o] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the transition period from [removed: to][added: to]

[removed: Commission] [added: Commission] file number [removed: 001-5111][added: 001-5111]

[removed: THE] [added: THE] J. M. SMUCKER [removed: COMPANY][added: COMPANY]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Ohio] [added: Ohio] | | [removed: 34-0538550] [added: 34-0538550] |

| [removed: (State] [added: (State] or other jurisdiction [removed: of incorporation] [added: of incorporation] or [removed: organization)] [added: organization)] | | [removed: (I.R.S. Employer Identification No.)] [added: (I.R.S. Employer Identification No.)] |

| [removed: One] [added: One] Strawberry [removed: Lane] [added: Lane] | | |

| [removed: Orrville, Ohio] [added: Orrville, Ohio] | | [removed: 44667-0280] [added: 44667-0280] |

| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | | [removed: (Zip code)] [added: (Zip code)] |

| [removed: Registrant’s] [added: Registrant’s] telephone number, including area code (330) [removed: 682-3000] [added: 682-3000] | | |

| [removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:] [added: Act:] | | |

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Name] [added: Name] of each exchange on which [removed: registered] [added: registered] |

| [removed: Common] [added: Common] shares, no par [removed: value] [added: value] | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] |

| [removed: Rights] [added: Rights] to purchase preferred [removed: shares] [added: shares] | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

Yes x No [removed: ¨][added: o]

Yes [removed: ¨] [added: o] No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of 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. [added: o]

| Large accelerated filer | | x | | Accelerated filer | | [removed: ¨] [added: o] |

| Non-accelerated filer | | [removed: ¨] [added: o] | | Smaller reporting company | | [removed: ¨] [added: o] |

The aggregate market value of the common shares held by nonaffiliates of the registrant at October 31, [removed: 2014,] [added: 2015,] was [removed: $9,803,675,128.][added: $13,168,504,516.]

As of June [removed: 15, 2015, 119,666,585] [added: 14, 2016, 116,426,335] common shares of The J. M. Smucker Company were issued and outstanding.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Certain sections of the registrant’s definitive Proxy Statement to be filed in connection with its Annual Meeting of Shareholders to be held on August [removed: 12, 2015,] [added: 17, 2016,] are incorporated by reference into Part III of this Report, and certain sections of the registrant’s [removed: 2015] [added: 2016] Annual Report to Shareholders are incorporated by reference into Parts I and II of this Report.

[removed: PART I][added: PART I]

10-K 1 sjm43016-10xk.htm 10-K

________________________________________________

________________________________________________

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or

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Yes x No o

Yes x No o

Yes o No x

10-K 1 d918672d10k.htm 10-K

or

| | | |

The Index of Exhibits for this Report begins on page 25.

| --- | --- |

The table below lists all of our manufacturing and processing facilities at April 30, [removed: 2015.][added: 2016.]

[removed: (A)] Additionally, our principal distribution centers in the U.S. include [removed: four] [added: three] that we own, nine that we lease, and [removed: three] [added: two] that are leased and operated by third parties with whom we have agreements.

We lease [removed: thirteen] [added: nine] sales and administrative offices in the U.S., [removed: two in China,] and one each in [removed: Canada] [added: China, Canada,] and Mexico.

We lease the principal headquarters of our [removed: newly acquired] pet food business located in San Francisco, California, as well as additional administrative facilities [added: dedicated to that business] in Pittsburgh, Pennsylvania, and Burbank, California.

| [removed: U.S. Locations] [added: U.S. Locations] | | [removed: Products Produced/Processed/Stored] [added: Products Produced/Processed/Stored] | | [removed: Primary] [added: Primary] Reportable [removed: Segment] [added: Segment/Business Area] |

| Bloomsburg, Pennsylvania | | Wet dog and cat [removed: food,] [added: food and] dry dog and cat food | | U.S. Retail Pet Foods |

| Chico, California | | Fruit and vegetable juices and beverages | | [removed: International, Foodservice, and Natural] [added: U.S. Retail Consumer] Foods |

| Harahan, Louisiana [added: (B)] | | Coffee | | [removed: International, Foodservice,] [added: International] and [removed: Natural Foods] [added: Foodservice] |

| Havre de Grace, Maryland | | Fruit and vegetable juices and beverages | | [removed: International, Foodservice, and Natural] [added: U.S. Retail Consumer] Foods |

| Livermore, California (A) | | Grain products | | [removed: International, Foodservice, and Natural] [added: U.S. Retail Consumer] Foods |

| Suffolk, Virginia | | Coffee | | [removed: International, Foodservice,] [added: International] and [removed: Natural Foods] [added: Foodservice] |

| Topeka, Kansas | | Dry dog and cat [removed: food,] [added: food and] dog and cat snacks | | U.S. Retail Pet Foods |

| [removed: Canada Location] [added: Canada Location] | | [removed: Product Produced] [added: Product Produced] | | [removed: Primary Reportable Segment] [added: Primary Business Area] |

| Sherbrooke, Quebec | | Canned milk | | [removed: International, Foodservice,] [added: International] and [removed: Natural Foods] [added: Foodservice] |

We plan to close the Pittsburgh office during the first quarter of 2017.

| | |

| (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.” |

| | | | | |

| El Paso, Texas | | Canned milk | | U.S. Retail Consumer Foods |

| Seneca, Missouri | | Canned milk | | U.S. Retail Consumer Foods |

| (A) | We lease our facilities in Livermore and Seattle, as well as our coffee silo facility in New Orleans. |

[removed: Executive] [added: Executive] Officers of the [removed: Registrant.][added: Registrant.]

The names, ages as of June 15, [removed: 2015,] [added: 2016,] and current positions of the executive officers are listed below.

| [removed: Name] [added: Name] | | [removed: Age] [added: Age] | | [removed: Years] [added: Years] with [removed: Company] [added: Company] | | [removed: Position] [added: Position] | | [removed: Served] [added: Served] as an Officer [removed: Since] [added: Since] |

| Richard K. Smucker | | [removed: 67] [added: 68] | | [removed: 42] [added: 43] | | [removed: Chief] Executive [removed: Officer (B)] [added: Chairman (A)] | | 1974 |

| Mark R. Belgya | | [removed: 54] [added: 55] | | [removed: 30] [added: 31] | | [removed: Senior] Vice [removed: President] [added: Chair] and Chief Financial Officer [removed: (D)] [added: (C)] | | 1997 |

| Barry C. Dunaway | | [removed: 52] [added: 53] | | [removed: 28] [added: 29] | | President, [removed: International] [added: Pet Food] and [removed: Chief Administrative Officer (H)] [added: Pet Snacks (D)] | | 2001 |

| Jeannette L. Knudsen | | [removed: 45] [added: 46] | | [removed: 12] [added: 13] | | [added: Senior] Vice President, General Counsel and [removed: Corporate] Secretary [removed: (K)] [added: (E)] | | 2009 |

| David J. Lemmon | | [removed: 47] [added: 48] | | [removed: 21] [added: 22] | | [removed: Vice President and Managing Director,] [added: President,] Canada and International [removed: (L)] [added: (F)] | | 2012 |

| Steven Oakland | | [removed: 54] [added: 55] | | [removed: 32] [added: 33] | | [added: Vice Chair and] President, [removed: Coffee] [added: U.S. Food] and [removed: Foodservice (N)] [added: Beverage (G)] | | 1999 |

| Jill R. Penrose | | [removed: 42] [added: 43] | | [removed: 11] [added: 12] | | [added: Senior] Vice President, Human Resources [removed: (O)] [added: and Corporate Communications (H)] | | 2014 |

| Mark T. Smucker | | [removed: 45] [added: 46] | | [removed: 17] [added: 18] | | President and [removed: President, Consumer and Natural Foods (R)] [added: Chief Executive Officer (B)] | | 2001 |

| (A) | Mr. [removed: Timothy] [added: Richard] Smucker was elected to his present position in [removed: August 2011,] [added: May 2016,] having served as [removed: Chairman of the Board and] [added: Chief Executive Officer since August 2011. Prior to that time, he served as Executive Chairman,] Co-Chief Executive Officer [added: and President] since [removed: February 2001.] [added: August 2008.] |

| [removed: (B)] [added: (C)] | Mr. [removed: Richard Smucker] [added: Belgya] was elected to his present position in [removed: August 2011,] [added: May 2016,] having served as [removed: Executive Chairman, Co-Chief Executive Officer] [added: Senior Vice President] and [added: Chief Financial Officer since October 2009. Prior to that time, he served as Vice] President [added: and Chief Financial Officer] since [removed: August] [added: October] 2008. |

| (D) | Mr. [removed: Belgya] [added: Dunaway] was elected to his present position in [removed: October 2009,] [added: March 2016,] having served as [added: President, International and Chief Administrative Officer since April 2015. Prior to that time, he served as Senior] Vice President and Chief [removed: Financial] [added: Administrative] Officer since [removed: October] [added: May 2011, and Senior Vice President, Corporate and Organizational Development since August] 2008. |

| [removed: (F)] [added: (B)] | Mr. [removed: Byrd] [added: Mark Smucker] was elected to his present position in [removed: April 2015,] [added: May 2016,] having served as President and [removed: Chief Operating Officer] [added: President, Consumer and Natural Foods] since [removed: May 2011.] [added: April 2015.] Prior to that time, he served as President, U.S. Retail Coffee since [added: May 2011 and President, Special Markets since] August 2008. |

| [removed: (G)] [added: (F)] | Mr. [removed: Denman] [added: Lemmon] was elected to his present position in [removed: June 2014,] [added: May 2016,] having served as Vice [removed: President, Controller] [added: President] and [removed: Chief Accounting Officer] [added: Managing Director, Canada and International] since [removed: November 2012.] [added: April 2015.] Prior to that time, he served as Vice President and [removed: Controller] [added: Managing Director, Canada] since [removed: August 2005.] [added: May 2012, and Managing Director, Canada since May 2007.] |

| [removed: (H)] [added: (E)] | [removed: Mr. Dunaway] [added: Ms. Knudsen] was elected to [removed: his] [added: her] present position in [removed: April 2015,] [added: May 2016,] having served as [removed: Senior] Vice [removed: President] [added: President, General Counsel] and [removed: Chief Administrative Officer] [added: Corporate Secretary] since [removed: May 2011.] [added: August 2010.] Prior to that time, [removed: he] [added: she] served as [removed: Senior] Vice President, [added: Deputy General Counsel and] Corporate [added: Secretary since April 2010,] and [removed: Organizational Development] [added: as Corporate Secretary] since [removed: August 2008.] [added: April 2009.] |

| [removed: (K)] [added: (H)] | Ms. [removed: Knudsen] [added: Penrose] was elected to her present position in [removed: August 2010,] [added: May 2016,] having served as Vice President, [removed: Deputy General Counsel] [added: Human Resources since June 2014. Prior to that time, she served as Vice President, Strategy] and [removed: Corporate Secretary] [added: Organization Development] since April 2010, and [removed: as] [added: Director,] Corporate [removed: Secretary] [added: Strategy and Organization Development] since [removed: April] [added: March] 2009. |

| [removed: (N)] [added: (G)] | Mr. Oakland was elected to his present position in [removed: April 2015,] [added: May 2016,] having served as President, [removed: International, Foodservice,] [added: Coffee] and [removed: Natural Foods] [added: Foodservice] since [removed: May 2011.] [added: April 2015.] Prior to that time, he served as President, [added: International, Foodservice, and Natural Foods since May 2011, and President,] U.S. Retail [removed: – _Smucker’s_, _Jif_] [added: - Smucker’s, Jif] and [removed: _Hungry Jack_] [added: Hungry Jack] since August 2008. |

[removed: PART II][added: PART II]

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| | |

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| | |

| | |

| | |

| | |

| | |

| --- | --- |

Unless otherwise indicated, each individual has served as an executive officer for more than five years.

| Timothy P. Smucker | | 70 | | 46 | | Chairman of the Board (A) | | 1973 |

| Dennis J. Armstrong | | 60 | | 36 | | Senior Vice President, Logistics and Operations Support (C) | | 2007 |

| James A. Brown | | 54 | | 30 | | Vice President, Customer Development (E) | | 2009 |

| Vincent C. Byrd | | 60 | | 38 | | Vice Chairman (F) | | 1988 |

| John W. Denman | | 58 | | 36 | | Vice President, Human Resources Operations (G) | | 2005 |

| Tamara J. Fynan | | 55 | | 26 | | Vice President, Marketing Services (I) | | 2012 |

| Kevin G. Jackson | | 48 | | 13 | | Vice President and General Manager, Foodservice (J) | | 2014 |

| John F. Mayer | | 58 | | 35 | | Vice President, U.S. Retail Sales (M) | | 2004 |

| Christopher P. Resweber | | 53 | | 27 | | Senior Vice President, Corporate Communications and Public Affairs (P) | | 2004 |

| Julia L. Sabin | | 55 | | 31 | | Vice President, Industry and Government Affairs (Q) | | 2007 |

| David J. West | | 52 | | — | | President, Big Heart Pet Food and Snacks (S) | | 2015 |

| (C) | Mr. Armstrong was elected to his present position in October 2009, having served as Vice President, Logistics and Operations Support since February 2007. |

| (E) | Mr. Brown was elected to his present position in May 2014, having served as Vice President, U.S. Grocery Sales since June 2009. |

| (I) | Ms. Fynan was elected to her present position in May 2012, having served as Vice President, Advertising and Creative Services since November 2009. |

| (J) | Mr. Jackson was elected to his present position in May 2014, having served as Vice President, U.S. Retail Coffee, Marketing since December 2008. |

| (L) | Mr. Lemmon was elected to his present position in April 2015, having served as Vice President and Managing Director, Canada since May 2012. Prior to that time, he served as Managing Director, Canada since May 2007. |

| (M) | Mr. Mayer was elected to his present position in June 2009, having served as Vice President, Customer Development since August 2004. |

| (O) | Ms. Penrose was elected to her present position in June 2014, having served as Vice President, Strategy and Organization Development since April 2010. Prior to that time, she served as Director, Corporate Strategy and Organization Development since March 2009. |

| (P) | Mr. Resweber was elected to his present position in May 2012, having served as Vice President, Marketing Communications since July 2009. |

| (Q) | Ms. Sabin was elected to her present position in June 2012, having served as Vice President and General Manager, Smucker Natural Foods, Inc. since February 2009. |

| (R) | Mr. Mark Smucker was elected to his present position in April 2015, having served as President, U.S. Retail Coffee since May 2011. Prior to that time, he served as President, Special Markets since August 2008. |

| (S) | Mr. West was elected to his present position in March 2015, having served as President and Chief Executive Officer of Big Heart Pet Brands since February 2014. Prior to that time, he served as President and Chief Executive Officer of Del Monte Foods since May 2011, and President and Chief Executive Officer of The Hershey Company since December 2007. |

(a) The information pertaining to the market for our common shares and other related shareholder information is incorporated herein by reference to the information set forth in our [removed: 2015] [added: 2016] Annual Report to Shareholders under the [removed: caption] [added: captions] “Stock Price Data” [removed: on page 26] and [removed: the caption] “Comparison of Five-Year Cumulative Total Shareholder [removed: Return” on page 27.][added: Return.”]

| Period | | (a) | | | [removed: |] (b) | | | | (c) | | | [removed: |] (d) | | [removed: |]

| | | [removed: Total] [added: Total] number of shares [removed: purchased |] [added: purchased] | | | [removed: Average] [added: Average] price paid per [removed: share] [added: share] | | | | [removed: Total] [added: Total] number of shares purchased as part of publicly announced plans or [removed: programs |] [added: programs] | | | [removed: Maximum] [added: Maximum] number (or approximate dollar value) of shares that may yet be purchased under the plans or [removed: programs |] [added: programs] | |

| (a) | [removed: Shares in this] [added: This] column [removed: include] [added: includes] shares repurchased [added: as part of publicly announced plans as well as shares repurchased] from stock plan recipients in lieu of cash payments. |

| | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | |

| 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 | |

| | |

(c) During the fourth quarter, we repurchased 3,418,063 common shares, which included 2,000,000 common shares under the 10b5-1 trading plan entered into on March 31, 2016.

(d) As of April 30, 2016, there were 6,586,598 common shares remaining available for future repurchase pursuant to our Board of Directors' authorizations.

| --- | --- |

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| February 1, 2015 - February 28, 2015 | | | 474 | | | $ | 103.19 | | | | — | | | | 10,004,661 | |

| March 1, 2015 - March 31, 2015 | | | 705 | | | | 113.99 | | | | — | | | | 10,004,661 | |

| April 1, 2015 - April 30, 2015 | | | — | | | | — | | | | — | | | | 10,004,661 | |

| Total | | | 1,179 | | | $ | 109.65 | | | | — | | | | 10,004,661 | |

| (d) | As of April 30, 2015, there were 10,004,661 common shares available for future repurchase. From May 1, 2015 through June 24, 2015, no additional common shares were repurchased. |

Five-year summaries of our selected financial data and discussions of items which materially affect the comparability of the selected financial data are incorporated herein by reference to the information set forth in our [removed: 2015] [added: 2016] Annual Report to Shareholders under the following [removed: captions and page numbers:] [added: captions:] “Five-Year Summary of Selected Financial [removed: Data” on page 25,] [added: Data,”] “Management’s Discussion and [removed: Analysis” on pages 28 through 42,] [added: Analysis,”] “Note 1: Accounting [removed: Policies” on pages 52 through 55,] [added: Policies,”] “Note 2: [removed: Acquisitions” on pages 56 through 58,] [added: Acquisitions,”] and “Note [removed: 13: Restructuring” on pages 79] [added: 3: Integration] and [removed: 80.][added: Restructuring Costs.”]

| --- | --- |

Consolidated financial statements at April 30, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] and for each of the years in the three-year period ended April 30, [removed: 2015,] [added: 2016,] with the report of independent registered public accounting firm and selected unaudited quarterly financial data, are incorporated herein by reference to the information set forth in our [removed: 2015] [added: 2016] Annual Report to Shareholders under the caption “Summary of Quarterly Results of Operations” [removed: on page 26] and beginning with “Report of Management on Internal Control Over Financial Reporting” [removed: on page 43] through “Note [removed: 16:] [added: 17:] Common [removed: Shares” on pages 89 and 90.][added: Shares.”]

| --- | --- |

| --- | --- |

Management, including the principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act), as of April 30, [removed: 2015] [added: 2016] (the “Evaluation Date”).

There were no changes in internal control over financial reporting that occurred during the fourth quarter ended April 30, [removed: 2015,] [added: 2016,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial [removed: reporting, except as noted below.][added: reporting.]

Management’s report on internal control over financial reporting and the attestation report of our independent registered public accounting firm are set forth in our [removed: 2015] [added: 2016] Annual Report to Shareholders under the [removed: heading] [added: headings] “Report of Management on Internal Control Over Financial Reporting” [removed: on page 43] and [removed: under the heading] “Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting” on page 44,] [added: Reporting,”] which reports are incorporated herein by reference.

| --- | --- |

On March 23, 2015, we acquired Big Heart Pet Brands (“Big Heart”) (see “Note 2: Acquisitions” on pages 56 through 58 in our 2015 Annual Report to Shareholders).

As permitted by the Securities Exchange Commission Staff interpretive guidance for newly acquired businesses, management excluded Big Heart from its evaluation of internal control over financial reporting as of April 30, 2015.

Big Heart constituted $7.8 billion of our consolidated total assets as of April 30, 2015.

For the year then ended, Big Heart net sales and operating loss were $244.5 million and $26.0 million, respectively.

As part of the purchase price allocation process, procedures were performed to validate the assets acquired and liabilities assumed, including existence testing and a preliminary valuation of the tangible and intangible assets acquired.

Big Heart will be included in management’s evaluation of internal control over financial reporting as of April 30, 2016.

[removed: PART III][added: PART III]

| --- | --- |

The information required by this Item as to the directors of the Company, the Audit Committee, the Audit Committee financial expert, and compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the information set forth under the captions “Election of Directors,” “Corporate Governance,” “Board and Committee Meetings,” and “Ownership of Common Shares” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August [removed: 12, 2015.][added: 17, 2016.]

| --- | --- |

The information required by this Item is incorporated by reference to the information set forth under the captions “Executive Compensation,” “Board and Committee Meetings,” and “Compensation Committee Interlocks and Insider Participation” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August [removed: 12, 2015.][added: 17, 2016.]

| --- | --- |

The information required by this Item is incorporated by reference to the information set forth under the captions “Ownership of Common Shares” and “Equity Compensation Plan Information” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August [removed: 12, 2015.][added: 17, 2016.]

| --- | --- |

The information required by this Item is incorporated by reference to the information set forth under the caption “Related Party Transactions” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August [removed: 12, 2015.][added: 17, 2016.]

| --- | --- |

The information required by this Item is incorporated by reference to the information set forth under the captions “Service Fees Paid to the Independent Registered Public Accounting Firm” and “Audit Committee Pre-Approval Policies and Procedures” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August [removed: 12, 2015.][added: 17, 2016.]

[removed: PART IV][added: PART IV]

| --- | --- |

| | | See the Index of Exhibits beginning on page [removed: 25] [added: 23] of this Report. |

[removed: SIGNATURES][added: SIGNATURES]

| Date: June [removed: 25, 2015 |] [added: 21, 2016] | The J. M. Smucker Company | | [removed: | | |]

| | | [removed: | | | |] /s/ Mark R. Belgya |

| | [removed: |] By: | [removed: | | |] Mark R. Belgya |

| | | [removed: | | | | Senior] Vice [removed: President] [added: Chair] and Chief Financial Officer |

| [removed: Richard K.] [added: Mark T.] Smucker | | [added: President and] Chief Executive Officer and Director (Principal Executive Officer) | | June [removed: 25, 2015] [added: 21, 2016] |

| Mark R. Belgya | | [removed: Senior] Vice [removed: President] [added: Chair] and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | June [removed: 25, 2015] [added: 21, 2016] |

| Timothy P. Smucker | | Chairman [removed: of the Board] [added: Emeritus] | | June [removed: 25, 2015] [added: 21, 2016] |

| Vincent C. Byrd | | Director | | June [removed: 25, 2015] [added: 21, 2016] |

| Kathryn W. Dindo | | Director | | June [removed: 25, 2015] [added: 21, 2016] |

| Paul J. Dolan | | Director | | June [removed: 25, 2015] [added: 21, 2016] |

| Nancy Lopez Knight | | Director | | June [removed: 25, 2015] [added: 21, 2016] |

| Elizabeth Valk Long | | Director | | June [removed: 25, 2015] [added: 21, 2016] |

| Gary A. Oatey | | Director | | June [removed: 25, 2015] [added: 21, 2016] |

| Sandra Pianalto | | Director | | June [removed: 25, 2015] [added: 21, 2016] |

| Alex Shumate | | Director | | June [removed: 25, 2015] [added: 21, 2016] |

| David J. West | | Director | | June [removed: 25, 2015] [added: 21, 2016] |

| Date: June [removed: 25, 2015 | |] [added: 21, 2016] | | | | /s/ Jeannette L. Knudsen |

| | | By: | | [removed: | |] Jeannette L. Knudsen [added: Attorney-in-Fact] |

[removed: INDEX] [added: INDEX] OF [removed: EXHIBITS][added: EXHIBITS]

| 2.1 | [removed: |] 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, [removed: L.P., incorporated herein by reference to the Company’s Current Report on Form] [added: L.P. | |] 8-K [removed: filed on February 4, 2015.] | [added: 2.1 | 2/4/2015 |]

| 2.2 | [removed: |] 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 [removed: Limited, incorporated herein by reference to Del Monte Corporation Quarterly Report on Form] [added: Limited | |] 10-Q [removed: dated December 9, 2013 (Commission File No. 333-107830-05).] [added: (A)] | [added: 10.3 | 12/9/2013 |]

| 4.1 | [removed: |] Rights Agreement, dated as of May 20, 2009, by and between the Company and Computershare Trust Company, [removed: N.A., incorporated herein by reference to the Company’s Registration Statement on Form] [added: N.A. | |] 8-A [removed: filed on May 21, 2009.] | [added: 4.1 | 5/21/2009 |]

| 4.2 | [removed: |] 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 [removed: agent, incorporated herein by reference to the Company’s Current Report on Form] [added: agent | |] 8-K [removed: filed on February 4, 2015.] | [added: 4.1 | 2/4/2015 |]

| 4.3 | [removed: |] Indenture, dated as of October 18, 2011, between the Company and U.S. Bank National [removed: Association, incorporated herein by reference to the Company’s Current Report on Form] [added: Association | |] 8-K [removed: filed on October 18, 2011.] | [added: 4.1 | 10/18/2011 |]

| 4.4 | [removed: |] First Supplemental Indenture, dated as of October 18, 2011, among the Company, the guarantors party thereto, and U.S. Bank National [removed: Association, incorporated herein by reference to the Company’s Current Report on Form] [added: Association | |] 8-K [removed: filed on October 18, 2011.] | [added: 4.2 | 10/18/2011 |]

| 4.5 | [removed: |] 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 [removed: therein, incorporated herein by reference to the Company’s Registration Statement on Form] [added: therein | |] S-3 [removed: filed on October 13, 2011.] | [added: 4.7 | 10/13/2011 |]

| 4.6 | [removed: |] Indenture, dated as of March 20, 2015, between the Company and U.S. Bank National Association, as [removed: trustee, incorporated herein by reference to the Company’s Current Report on Form] [added: trustee | |] 8-K [removed: filed on March 23, 2015.] | [added: 4.1 | 3/23/2015 |]

| 4.7 | [removed: |] 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 [removed: trustee, incorporated herein by reference to the Company’s Current Report on Form] [added: trustee | |] 8-K [removed: filed on March 23, 2015.] | [added: 4.2 | 3/23/2015 |]

| 4.8 | [removed: |] 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 [removed: purchasers, incorporated herein by reference to the Company’s Current Report on Form] [added: purchasers | |] 8-K [removed: filed on March 23, 2015.] | [added: 4.3 | 3/23/2015 |]

| [removed: 10.3 |] [added: 10.2] | The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, restated as of January 1, [removed: 2013, incorporated herein by reference to the Company’s Quarterly Report on Form] [added: 2013* | |] 10-Q [removed: for the quarter ended January 31, 2014.*] | [added: 10.1 | 2/27/2014 |]

| 10.4 | [removed: |] Amended and Restated Consulting and Noncompete Agreement of Timothy P. Smucker, dated as of December 31, [removed: 2010, incorporated herein by reference to the Company’s Quarterly Report on Form] [added: 2010* | |] 10-Q [removed: for the quarter ended January 31, 2011.*] | [added: 10.2 | 3/11/2011 |]

| 10.5 | [removed: |] Amended and Restated Consulting and Noncompete Agreement of Richard K. Smucker, dated as of December 31, [removed: 2010, incorporated herein by reference to the Company’s Quarterly Report on Form] [added: 2010* | |] 10-Q [removed: for the quarter ended January 31, 2011.*] | [added: 10.3 | 3/11/2011 |]

| 10.6 | [removed: |] Termination Amendment to Amended and Restated Consulting and Noncompete Agreement of Timothy P. Smucker, dated as of April 25, [removed: 2011, incorporated herein by reference to the Company’s Current Report on Form] [added: 2011* | |] 8-K [removed: filed on April 25, 2011.*] | [added: 10.1 | 4/25/2011 |]

| 10.7 | [removed: |] Termination Amendment to Amended and Restated Consulting and Noncompete Agreement of Richard K. Smucker, dated as of April 25, [removed: 2011, incorporated herein by reference to the Company’s Current Report on Form] [added: 2011* | |] 8-K [removed: filed on April 25, 2011.*] | [added: 10.2 | 4/25/2011 |]

| 10.8 | [removed: |] The J. M. Smucker Company Voluntary Deferred Compensation Plan, amended and restated as of December 1, [removed: 2012, incorporated herein by reference to the Company’s Quarterly Report on Form] [added: 2012* | |] 10-Q [removed: for the quarter ended January 31, 2013.*] | [added: 10.3 | 3/1/2013 |]

| [removed: 10.10 |] [added: 10.9] | The J. M. Smucker Company 2006 Equity Compensation Plan, effective August 17, [removed: 2006, incorporated herein by reference to the Company’s Current Report on Form] [added: 2006* | |] 8-K [removed: filed on August 21, 2006.*] | [added: 10.1 | 8/21/2006 |]

| [removed: 10.11 |] [added: 10.1] | The J. M. Smucker Company 2010 Equity and Incentive Compensation [removed: Plan, incorporated herein by reference to the Company’s Current Report on Form] [added: Plan* | |] 8-K [removed: filed on August 20, 2010.*] | [added: 10.1 | 8/20/2010 |]

| [removed: 10.15 |] [added: 10.14] | Omnibus Amendment to Restricted Stock Agreements for Folgers Employees, dated as of November 4, [removed: 2010, incorporated herein by reference to the Company’s Quarterly Report on Form] [added: 2010* | |] 10-Q [removed: for the quarter ended January 31, 2011.*] | [added: 10.1 | 3/11/2011 |]

| Richard K. Smucker | | Executive Chairman | | June 21, 2016 |

| | |

| | |

| --- | --- | --- | --- | --- |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| Exhibit Number | Exhibit Description | Filed Herewith | Incorporated by Reference from Form | Exhibit | Filing Date |

| 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 |

| 10.1 | Nonemployee Director Stock Plan dated January 1, 1997* | | 10-K | 10(e) | 7/23/1997 |

| 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 | | | |

INDEX OF EXHIBITS

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| Exhibit Number | Exhibit Description | Filed Herewith | Incorporated by Reference from Form | Exhibit | Filing Date |

| 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 |

| 10.15 | 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 |

INDEX OF EXHIBITS

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| 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 |

| 10.34 | Del Monte Corporation Annual Incentive Plan, adopted September 8, 2011* | | 8-K (A) | 10.1 | 9/13/2011 |

| 10.37 | Del Monte Executive Severance Plan, amended July 23, 2009* | | 10-Q (B) | 10.2 | 9/9/2009 |

| 10.39 | Del Monte Executive Perquisite Plan, amended and restated effective July 1, 2008* | | 10-K (B) | 10.74 | 6/25/2008 |

INDEX OF EXHIBITS

| --- | --- |

| | | |

| --- | --- | --- |

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | | | | |

| * | | | | |

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

| Mark T. Smucker | | Director | | June 25, 2015 |

| | | | | | | Attorney-in-Fact |

| Exhibit No. | | Description |

| 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. |

| 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.* |

| 10.9 | | 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.* |

| 10.12 | | 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.* |

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

| 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.* |

| 10.33 | | 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).* |

| 10.36 | | 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).* |

| 10.38 | | 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).* |

| 10.44 | | 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. |

| 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. |