Item 15. Exhibits and Financial Statement Schedules.
17K characters. Original on sec.gov · Markdown
Item 15. Exhibits and Financial Statement Schedules.
| (a)(1) | Financial Statements | |
| See the Index to Financial Statements, which is included on page F-1 of this Report. | ||
| (a)(2) | Financial Statement Schedules | |
| Financial statement schedules are omitted because they are not applicable or because the information required is set forth in the Consolidated Financial Statements or notes thereto. | ||
| (a)(3) | Exhibits | |
| See the Index of Exhibits beginning on page 23 of this Report. |
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.
| Date: June 21, 2016 | The J. M. Smucker Company | |
| /s/ Mark R. Belgya | ||
| By: | Mark R. Belgya | |
| Vice Chair and Chief Financial Officer |
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.
| * | ||||
| Mark T. Smucker | President and Chief Executive Officer and Director (Principal Executive Officer) | June 21, 2016 | ||
| /s/ Mark R. Belgya | ||||
| Mark R. Belgya | Vice Chair and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | June 21, 2016 | ||
| * | ||||
| Timothy P. Smucker | Chairman Emeritus | June 21, 2016 | ||
| * | ||||
| Richard K. Smucker | Executive Chairman | June 21, 2016 | ||
| * | ||||
| Vincent C. Byrd | Director | June 21, 2016 | ||
| * | ||||
| Kathryn W. Dindo | Director | June 21, 2016 | ||
| * | ||||
| Paul J. Dolan | Director | June 21, 2016 | ||
| * | ||||
| Nancy Lopez Knight | Director | June 21, 2016 | ||
| * | ||||
| Elizabeth Valk Long | Director | June 21, 2016 | ||
| * | ||||
| Gary A. Oatey | Director | June 21, 2016 | ||
| * | ||||
| Sandra Pianalto | Director | June 21, 2016 | ||
| * | ||||
| Alex Shumate | Director | June 21, 2016 | ||
| * | ||||
| David J. West | Director | June 21, 2016 |
| * | The undersigned, by signing her name hereto, does sign and execute this report pursuant to the powers of attorney executed by the above-named officers and directors of the registrant, which are being filed herewith with the Securities and Exchange Commission on behalf of such officers and directors. |
| Date: June 21, 2016 | /s/ Jeannette L. Knudsen | |||
| By: | Jeannette L. Knudsen Attorney-in-Fact |
INDEX OF EXHIBITS
| Exhibit Number | Exhibit Description | Filed Herewith | Incorporated by Reference from Form | Exhibit | Filing Date |
| 2.1 | Agreement and Plan of Merger, dated as of February 3, 2015, by and among Blue Acquisition Group, Inc., the Company, SPF Holdings I, Inc., SPF Holdings II, LLC and, for the limited purposes set forth therein, Blue Holdings I, L.P. | 8-K | 2.1 | 2/4/2015 | |
| 2.2 | Purchase Agreement dated as of October 9, 2013, among Del Monte Corporation, Del Monte Foods Consumer Products, Inc. and, for the limited purposes set forth therein, Del Monte Pacific Limited | 10-Q (A) | 10.3 | 12/9/2013 | |
| 3.1 | Amended Articles of Incorporation of The J. M. Smucker Company | 10-Q | 3.1 | 8/28/2013 | |
| 3.2 | Amended Regulations of The J. M. Smucker Company | 8-K | 3.1 | 6/21/2016 | |
| 3.3 | Articles of Organization of J.M. Smucker LLC | S-4 | 3.3 | 6/30/2015 | |
| 3.4 | Third Amended and Restated Operating Agreement of J.M. Smucker LLC | S-4 | 3.4 | 6/30/2015 | |
| 3.5 | Certificate of Incorporation of The Folgers Coffee Company | S-4 | 3.5 | 6/30/2015 | |
| 3.6 | Bylaws of The Folgers Coffee Company | S-4 | 3.6 | 6/30/2015 | |
| 4.1 | Rights Agreement, dated as of May 20, 2009, by and between the Company and Computershare Trust Company, N.A. | 8-A | 4.1 | 5/21/2009 | |
| 4.2 | Amendment No. 1, dated as of February 3, 2015, to the Rights Agreement, dated as of May 20, 2009, between the Company and Computershare Trust Company, N.A. as rights agent | 8-K | 4.1 | 2/4/2015 | |
| 4.3 | Indenture, dated as of October 18, 2011, between the Company and U.S. Bank National Association | 8-K | 4.1 | 10/18/2011 | |
| 4.4 | First Supplemental Indenture, dated as of October 18, 2011, among the Company, the guarantors party thereto, and U.S. Bank National Association | 8-K | 4.2 | 10/18/2011 | |
| 4.5 | Third Amended and Restated Intercreditor Agreement, dated June 11, 2010, among KeyBank National Association and Bank of Montreal, as administrative agents, and the other parties identified therein | S-3 | 4.7 | 10/13/2011 | |
| 4.6 | Indenture, dated as of March 20, 2015, between the Company and U.S. Bank National Association, as trustee | 8-K | 4.1 | 3/23/2015 | |
| 4.7 | First Supplemental Indenture, dated as of March 20, 2015, by and among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee | 8-K | 4.2 | 3/23/2015 | |
| 4.8 | Registration Rights Agreement, dated as of March 20, 2015, by and among the Company, the initial guarantors set forth therein, and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several initial purchasers | 8-K | 4.3 | 3/23/2015 | |
| 10.1 | Nonemployee Director Stock Plan dated January 1, 1997* | 10-K | 10(e) | 7/23/1997 | |
| 10.2 | The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, restated as of January 1, 2013* | 10-Q | 10.1 | 2/27/2014 | |
| 10.3 | First Amendment, effective as of April 1, 2016, to The J. M. Smucker Company Top Management Supplemental Retirement Plan, restated as of January 1, 2013* | X | |||
| 10.4 | Amended and Restated Consulting and Noncompete Agreement of Timothy P. Smucker, dated as of December 31, 2010* | 10-Q | 10.2 | 3/11/2011 |
INDEX OF EXHIBITS
| Exhibit Number | Exhibit Description | Filed Herewith | Incorporated by Reference from Form | Exhibit | Filing Date |
| 10.5 | Amended and Restated Consulting and Noncompete Agreement of Richard K. Smucker, dated as of December 31, 2010* | 10-Q | 10.3 | 3/11/2011 | |
| 10.6 | Termination Amendment to Amended and Restated Consulting and Noncompete Agreement of Timothy P. Smucker, dated as of April 25, 2011* | 8-K | 10.1 | 4/25/2011 | |
| 10.7 | Termination Amendment to Amended and Restated Consulting and Noncompete Agreement of Richard K. Smucker, dated as of April 25, 2011* | 8-K | 10.2 | 4/25/2011 | |
| 10.8 | The J. M. Smucker Company Voluntary Deferred Compensation Plan, amended and restated as of December 1, 2012* | 10-Q | 10.3 | 3/1/2013 | |
| 10.9 | The J. M. Smucker Company 2006 Equity Compensation Plan, effective August 17, 2006* | 8-K | 10.1 | 8/21/2006 | |
| 10.1 | The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan* | 8-K | 10.1 | 8/20/2010 | |
| 10.11 | Form of Deferred Stock Units Agreement* | 10-Q | 10.6 | 9/9/2010 | |
| 10.12 | Form of Deferred Stock Units Agreement* | 8-K | 10.2 | 10/28/2010 | |
| 10.13 | Form of Restricted Stock Agreement* | 10-Q | 10.2 | 12/10/2010 | |
| 10.14 | Omnibus Amendment to Restricted Stock Agreements for Folgers Employees, dated as of November 4, 2010* | 10-Q | 10.1 | 3/11/2011 | |
| 10.15 | Form of Restricted Stock Agreement* | 8-K | 10.1 | 4/20/2012 | |
| 10.16 | Form of Deferred Stock Units Agreement* | 8-K | 10.2 | 4/20/2012 | |
| 10.17 | Form of Restricted Stock Agreement* | 10-K | 10.26 | 6/21/2013 | |
| 10.18 | Form of Deferred Stock Units Agreement* | 10-K | 10.27 | 6/21/2013 | |
| 10.19 | Form of Special One-Time Grant of Restricted Stock Agreement* | 10-K | 10.28 | 6/21/2013 | |
| 10.20 | Form of Restricted Stock Agreement* | 10-Q | 10.1 | 9/2/2015 | |
| 10.21 | The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2007)* | 10-Q | 10.5 | 3/10/2009 | |
| 10.22 | The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2014)* | 10-Q | 10.2 | 11/27/2013 | |
| 10.23 | The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, restated effective as of May 1, 2015* | 10-K | 10.23 | 6/25/2015 | |
| 10.24 | The J. M. Smucker Company Restoration Plan, amended and restated effective as of January 1, 2013* | 10-K | 10.24 | 6/25/2015 | |
| 10.25 | Amendment No. 1 to The J. M. Smucker Company Restoration Plan, dated as of May 1, 2015* | 10-K | 10.25 | 6/25/2015 | |
| 10.26 | Form of Nonstatutory Stock Option Agreement between the Company and the Optionee (one-year vesting)* | 8-K | 10.2 | 3/23/2015 | |
| 10.27 | Form of Nonstatutory Stock Option Agreement between the Company and the Optionee (three-year vesting)* | 8-K | 10.3 | 3/23/2015 | |
| 10.28 | Form of Nonstatutory Stock Option Agreement between the Company and David J. West* | 8-K | 10.4 | 3/23/2015 | |
| 10.29 | Form of Change in Control Severance Agreement between the Company and the Executive party thereto* | 8-K | 10.5 | 3/23/2015 | |
| 10.30 | Employment Agreement, effective as of March 23, 2015, between the Company and David J. West* | 10-K | 10.30 | 6/25/2015 | |
| 10.31 | Amendment to Employment Agreement, dated as of April 9, 2015, between the Company and David J. West* | 10-K | 10.31 | 6/25/2015 |
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 | |
| 10.33 | The J. M. Smucker Company 1998 Equity and Performance Incentive Plan (as amended and restated effective as of June 6, 2005)* | 8-K | 10.1 | 6/9/2005 | |
| 10.34 | Del Monte Corporation Annual Incentive Plan, adopted September 8, 2011* | 8-K (A) | 10.1 | 9/13/2011 | |
| 10.35 | Del Monte Corporation Supplemental Executive Retirement Plan (Fourth Restatement), amended and restated effective January 1, 2009* | 10-Q (B) | 10.4 | 3/4/2009 | |
| 10.36 | Del Monte Corporation Additional Benefits Plan, amended and restated effective January 1, 2009* | 10-Q (B) | 10.2 | 3/4/2009 | |
| 10.37 | Del Monte Executive Severance Plan, amended July 23, 2009* | 10-Q (B) | 10.2 | 9/9/2009 | |
| 10.38 | Amendment Number One to the Del Monte Corporation Executive Severance Plan, dated November 24, 2010* | 10-Q (B) | 10.7 | 3/4/2011 | |
| 10.39 | Del Monte Executive Perquisite Plan, amended and restated effective July 1, 2008* | 10-K (B) | 10.74 | 6/25/2008 | |
| 10.40 | Amended and Restated Asset Purchase and Sale Agreement, dated as of October 24, 2001, by and among General Mills, Inc., The Pillsbury Company, and International Multifoods Corporation | 8-K (C) | 2.1 | 11/28/2001 | |
| 10.41 | Retail Trademark License Agreement, dated November 13, 2001, between The Pillsbury Company and International Multifoods Corporation | 10-Q (C) | 10.2 | 1/14/2002 | |
| 10.42 | Amendment to Retail Trademark License Agreement, dated December 23, 2002, between The Pillsbury Company and International Multifoods Corporation | 10-K (C) | 10.29 | 5/12/2003 | |
| 10.43 | Closing Agreement, dated as of November 13, 2001, by and among General Mills, Inc., The Pillsbury Company, and International Multifoods Corporation | 8-K (C) | 2.2 | 11/28/2001 | |
| 10.44 | Omnibus Amendment Agreement, dated as of January 16, 2003, by and among General Mills, Inc., The Pillsbury Company, International Multifoods Corporation, and Sebesta Blomberg & Associates, Inc. | 8-K (C) | 10.1 | 1/28/2003 | |
| 10.45 | Tax Matters Agreement between The Procter & Gamble Company, The Folgers Coffee Company, and the Company, dated November 6, 2008 | 10-Q | 10.20 | 12/9/2008 | |
| 10.46 | Intellectual Property Matters Agreement between The Procter & Gamble Company and The Folgers Coffee Company, dated November 6, 2008 | 10-Q | 10.21 | 12/9/2008 | |
| 10.47 | Third Amended and Restated Credit Agreement, dated as of September 6, 2013, among the Company and Smucker Foods of Canada Corp., as borrowers, the lenders and guarantors party thereto, and Bank of Montreal, as administrative agent | 8-K | 10.1 | 9/10/2013 | |
| 10.48 | Amendment No. 1, dated as of February 23, 2015, to the Third Amended and Restated Credit Agreement dated as of September 6, 2013, among the Company and Smucker Foods of Canada Corp., as borrowers, the lenders and guarantors party thereto, and Bank of Montreal, as administrative agent | 8-K | 10.1 | 2/24/2015 | |
| 10.49 | Form of Commercial Paper Dealer Agreement between the Company, as Issuer, and the Dealer party thereto | 10-Q | 10.1 | 8/27/2014 |
INDEX OF EXHIBITS
| Exhibit Number | Exhibit Description | Filed Herewith | Incorporated by Reference from Form | Exhibit | Filing Date |
| 10.50 | Shareholders Agreement, dated as of February 3, 2015, by and among The J. M. Smucker Company, Blue Holdings I, L.P., Kohlberg Kravis Roberts & Co. L.P., Vestar Capital Partners, Centerview Capital Management LLC, AlpInvest Partners US Holdings, LLC, and the shareholders named therein | 8-K | 10.1 | 2/4/2015 | |
| 10.51 | Term Loan Credit Agreement, dated as of March 2, 2015, among the Company, as borrower, the lenders and guarantors party thereto, and Bank of America, N.A., as administrative agent | 8-K | 10.1 | 3/3/2015 | |
| 12.1 | Computation of Ratio of Earnings to Fixed Charges | X | |||
| 13 | Excerpts from our 2016 Annual Report to Shareholders. Such Annual Report, except those portions thereof that are expressly incorporated herein by reference, is furnished for the information of the Commission only and is not deemed to be filed as part of this Annual Report on Form 10-K | X | |||
| 21 | Subsidiaries of the Registrant | X | |||
| 23 | Consent of Independent Registered Public Accounting Firm | X | |||
| 24 | Powers of Attorney | X | |||
| 31.1 | Certifications of Mark T. Smucker pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | X | |||
| 31.2 | Certifications of Mark R. Belgya pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | X | |||
| 32 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 | X | |||
| 101.INS | XBRL Instance Document | X | |||
| 101.SCH | XBRL Taxonomy Extension Schema Document | X | |||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | X | |||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | X | |||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | X | |||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | X |
- Identifies exhibits that consist of a management contract or compensatory plan or arrangement.
(A) Identifies exhibits filed under Del Monte Corp. (Commission File No. 333-107830-05).
(B) Identifies exhibits filed under Del Monte Foods Co. (Commission File No. 001-14335).
(C) Identifies exhibits filed under International Multifoods Corp. (Commission File No. 001-6699).
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 2016 Annual Report to Shareholders of The J. M. Smucker Company: | |
| Report of Management on Internal Control Over Financial Reporting | 37 |
| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | 38 |
| Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements | 39 |
| Consolidated Balance Sheets at April 30, 2016 and 2015 | 42-43 |
| For the years ended April 30, 2016, 2015, and 2014: | |
| Statements of Consolidated Income | 41 |
| Statements of Consolidated Comprehensive Income | 41 |
| Statements of Consolidated Cash Flows | 44 |
| Statements of Consolidated Shareholders’ Equity | 45 |
| Notes to Consolidated Financial Statements | 46-80 |
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.