J.M. Smucker (SJM) 10-K risk factor changes: FY2017 vs FY2016

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

We operate in the competitive food industry whose growth potential is [removed: generally] [added: positively] correlated to population growth.

The success of our growth strategy depends on our continued ability to use our existing trademarks and service marks in order to maintain and increase brand awareness and further develop our [removed: brand.][added: brands.]

If our efforts to protect our intellectual property are not adequate, or if any third party misappropriates or infringes on our intellectual property, the value of our [removed: brand] [added: brands] may be harmed, which could have a material adverse effect on our business.

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

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, grains, peanuts, edible oils, [added: protein meals,] sweeteners, and fruit.

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 [added: for these raw materials.]

[removed: Additionally, farm acreage currently devoted to other agricultural] products we purchase may be utilized for biofuels crops resulting in higher cost for the other agricultural products we utilize.

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

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

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

As of April 30, [removed: 2016, 30] [added: 2017, 27] percent of our employees, located at 11 manufacturing facilities, are covered by collective bargaining agreements.

These contracts vary in term depending on location, with [removed: one contract] [added: five contracts] expiring in [removed: 2017,] [added: 2018,] representing 8 percent of our total employees.

Our operations could be impacted by both genuine and fictitious claims regarding our [removed: products,] [added: products] as well as our competitors’ products.

Sales to Wal-Mart Stores, Inc. and subsidiaries amounted to 30 percent of net sales in [removed: 2016.][added: 2017.]

Trade receivables at April 30, [removed: 2016,] [added: 2017,] included amounts due from Wal-Mart Stores, Inc. and subsidiaries of [removed: $118.1] [added: $138.2] million, or [removed: 26] [added: 32] percent of the total trade receivables balance.

During [removed: 2016,] [added: 2017,] our top 10 customers, collectively, accounted for approximately 70 percent of consolidated net sales.

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

Adverse publicity resulting from such allegations [added: could materially adversely affect us, regardless of whether such allegations are true or whether we are]

If we are unable to complete divestitures or to successfully transition divested businesses, our business [removed: or] [added: and] financial results could be negatively impacted.

| • | Our substantial debt obligations could restrict our operations and financial condition. [added: Additionally, our ability to generate cash to make payments on our indebtedness depends on many factors beyond our control.] |

As of April 30, [removed: 2016,] [added: 2017,] we had approximately $5.4 billion of short-term borrowings and long-term debt.

Our substantial indebtedness could have [added: other] adverse consequences, including:

| • | exposing us to greater interest rate [added: risk, including the] risk to [removed: the extent that the interest] [added: variable borrowings of a] rate [removed: on] [added: increase and] the [removed: applicable] [added: risk to fixed] borrowings [removed: is variable.] [added: of a rate decrease.] |

Our debt service obligations will require us to use a portion of our operating cash flow to pay interest and principal on indebtedness [removed: instead of] [added: rather than] for other corporate purposes, including funding future expansion of our business and ongoing capital expenditures, which could impede our growth.

[removed: If our operating cash flow and capital resources are insufficient to service our debt obligations,] [added: Without this financing,] we may [removed: be forced] [added: have] to [removed: sell assets,] seek additional equity or debt [removed: financing,] [added: financing] or restructure our debt, which could harm our long-term business prospects.

Our ability to make payments [removed: on, and to refinance,] [added: on] our indebtedness [removed: and to fund planned capital expenditures] will depend on our ability to generate cash in the future.

[removed: This] [added: Our ability to generate future cash] is subject to general economic, financial, competitive, legislative, regulatory, and other factors, many of which are beyond our control.

Our business may not generate sufficient cash flow from [removed: operations,] [added: operations] and [removed: we] [added: future borrowings] may not [removed: have] [added: be] available to us [removed: future borrowings] in an amount sufficient to enable us to pay our indebtedness [added: when scheduled payments are due] or to fund [removed: our] other liquidity needs.

A significant portion of our assets is goodwill and other intangible assets, the majority of which are not amortized but are reviewed [added: for impairment] at least annually [removed: for impairment.][added: and more often if indicators of impairment exist.]

At April 30, [removed: 2016,] [added: 2017,] the carrying value of goodwill and other intangible assets totaled [removed: $12.6] [added: $12.2] billion, compared to total assets of [removed: $16.0] [added: $15.6] billion and total shareholders’ equity of [removed: $7.0] [added: $6.9] billion.

If the carrying value of these assets exceeds the current estimated fair value, the asset is considered impaired and this [removed: could] [added: would] result in a noncash charge to [removed: earnings.][added: earnings, which could be material.]

Events and conditions that could result in impairment include a sustained drop in the market price of our common shares, increased competition or loss of market share, obsolescence, [removed: or] product claims that result in a significant loss of sales or profitability over the product [removed: life.][added: life, deterioration in macroeconomic conditions, or declining financial performance in comparison to projected results.]

As a result of the Big Heart acquisition in 2015, we recognized $3.0 billion of [removed: goodwill.][added: goodwill and$1.5 billion of indefinite-lived intangible assets based on their estimated fair values on the acquisition date.]

[removed: Since these assets were] [added: Being] recently acquired, [removed: they could be] [added: these assets have been] more susceptible to [removed: future] impairment.

[removed: A change] [added: Further changes] to the assumptions regarding the future performance of the [removed: pet food business,] [added: U.S. Retail Pet Foods segment] or [removed: a portion of it,] [added: its brands,] a change to other assumptions, or the failure of any of our reporting units to achieve its anticipated synergies related to the Big Heart acquisition could result in [removed: significant] [added: additional] impairment losses in the [removed: future.][added: future, which could be more significant.]

Our operations are subject to various regulations and laws administered by federal, state, and local government agencies in the [removed: U.S.,] [added: U.S.] as well as to regulations and laws administered by government agencies in Canada and other countries in which we have operations and our products are sold.

In particular, the manufacturing, marketing, packaging, labeling, and distribution of food products are each subject to governmental regulation that is increasingly extensive, encompassing such matters as ingredients (including whether a product contains genetically modified ingredients), packaging, advertising, relations with [added: distributors and retailers, health, safety, and the environment.]

In addition, our failure or inability to comply with applicable regulations and laws could subject us to civil remedies, including fines, injunctions, recalls or seizures, [removed: as well as] [added: and] potential criminal sanctions, which could have a material adverse effect on our business and financial condition.

[removed: The emission of such greenhouse gases may have an adverse impact on] global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters.

Additionally, farm acreage currently devoted to other agricultural

ultimately held liable.

Our stated strategic vision is to own and market a portfolio of food and beverage brands that combines number one and leading brands with emerging, on-trend brands to drive balanced, long-term growth, primarily in North America.

| • | We may not realize the benefits we expect from our cost reduction initiatives. |

As part of our organization optimization and cost management programs, we are pursuing a number of initiatives to reduce costs and increase effectiveness.

We may not realize all or part of the anticipated cost savings or other benefits from such initiatives.

Other events and circumstances, such as financial or strategic difficulties, delays, or unexpected costs, may also adversely impact our ability to realize all or part of the anticipated cost savings or other benefits, or cause us not to realize such cost savings or other benefits on the expected timetable.

If we are unable to realize the anticipated cost savings, our ability to fund other initiatives may be adversely affected.

Finally, the complexity of the implementation will require a substantial amount of management and operational resources.

Our management team must successfully execute the administrative and operational changes necessary to achieve the anticipated benefits of the initiatives.

These and related demands on our resources may divert the organization's attention from other business issues, have adverse effects on existing business relationships with suppliers and customers, and impact employee morale.

Any failure to implement our cost reduction initiatives in accordance with our plans could adversely affect our business and financial results.

During 2017, we performed several impairment analyses on the goodwill of the Pet Foods reporting unit and the indefinite-lived trademarks included within the U.S. Retail Pet Foods segment due to reduced financial projections for the

business and changes to other assumptions, most notably an increase in the weighted-average cost of capital used to discount estimates of future cash flows.

As a result, impairment charges of $128.5 were recognized in 2017 related to certain indefinite-lived trademarks within the U.S. Retail Pet Foods segment.

No impairment charges were recognized on the goodwill of the Pet Foods reporting unit as a result of the analyses.

The emission of such greenhouse gases may have an adverse impact on

| | |

| --- | --- |

for these raw materials.

could materially adversely affect us, regardless of whether such allegations are true or whether we are ultimately held liable.

Our stated long-term strategy is to own and market leading North American food brands sold in the center of the store while maintaining a global perspective.

| • | Servicing our indebtedness will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. |

Without this financing, we could be forced to sell assets to make up for any shortfall in our payment obligations under unfavorable circumstances.

In addition, we may not be able to sell assets quickly enough or for sufficient amounts to enable us to meet our obligations.

We also recorded $1.5 billion of indefinite-lived intangible assets based on their estimated fair values on the acquisition date.

distributors and retailers, health, safety, and the environment.

Management’s discussion and analysis of financial condition and results of operations, including a discussion of liquidity and capital resources and critical accounting estimates and policies, is incorporated herein by reference to the information set forth in our [removed: 2016] [added: 2017] Annual Report to Shareholders under the caption “Management’s Discussion and Analysis.”

Quantitative and qualitative disclosures about market risk are incorporated herein by reference to the information set forth in our [removed: 2016] [added: 2017] Annual Report to Shareholders under the caption “Derivative Financial Instruments and Market Risk.”

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

Net sales outside the U.S., subject to foreign currency translation, represented 6 percent of consolidated net sales for [removed: 2016.][added: 2017.]

For additional information on the [removed: U.S. canned milk transaction,] [added: Big Heart acquisition,] see “Note [removed: 4: Divestiture”] [added: 2: Acquisition”] in our [removed: 2016] [added: 2017] Annual Report to Shareholders.

For additional information on the [removed: Big Heart acquisition,] [added: commodities we purchase,] see [removed: “Note 2: Acquisitions”] [added: “Commodities Overview”] in our [removed: 2016] [added: 2017] Annual Report to Shareholders.

The U.S. retail market segments in total comprised over 85 percent of [removed: 2016] [added: 2017] consolidated net sales and represent a major portion of our strategic focus – the sale of branded food and beverage products with leadership positions to consumers through retail outlets in North America.

Product sales information for the years [added: 2017,] 2016, [removed: 2015,] and [removed: 2014] [added: 2015] is incorporated herein by reference to information set forth in our [removed: 2016] [added: 2017] Annual Report to Shareholders under “Note 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, natural foods stores and distributors, [removed: and] pet specialty [removed: stores.][added: stores, and online retailers.]

Green coffee, grains, peanuts, edible oils, [added: protein meals,] sweeteners, fruit, and other ingredients are obtained from various suppliers.

Basis, futures, [added: options,] and [removed: options] [added: fixed price] contracts are used to manage price volatility for a significant portion of our commodity costs.

Green coffee, along with certain other raw materials, is sourced solely from foreign countries and its supply and price is subject to high volatility due to factors such as weather, global supply and demand, [removed: pest damage,] [added: plant disease,] investor speculation, and political and economic conditions in the source countries.

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 [added: available.]

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

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

| International and Foodservice | | [removed: Folgers, Smucker’s,] [added: Folgers] and [removed: Douwe Egberts®] [added: Smucker’s] |

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, [added: which is] renewable for two successive 5-year terms, and which becomes perpetual at the end of the renewal terms under certain circumstances.

Douwe [removed: Egberts] [added: Egberts®] and Pickwick® are registered trademarks of Jacobs Douwe Egberts and are used under a license which expires in January 2019.

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

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 [removed: businesses,] [added: segments,] our working capital requirements [removed: have become] [added: became] less seasonal overall [removed: with] [added: subsequent to] the [removed: addition of] [added: Big Heart acquisition, since] the [removed: pet food business.][added: U.S. Retail Pet Foods segment does not experience significant seasonality.]

Sales to Wal-Mart Stores, Inc. and subsidiaries amounted to 30 [removed: percent, 28 percent, and 27] percent of net sales in [added: both 2017 and] 2016, [removed: 2015,] and [removed: 2014, respectively.][added: 28 percent of net sales in 2015.]

No other customer exceeded 10 percent of net sales during [added: 2017,] 2016, [removed: 2015,] or [removed: 2014.][added: 2015.]

During [removed: 2016,] [added: 2017,] our top 10 customers, collectively, accounted for approximately 70 percent of consolidated net sales.

We are the branded market leader in the coffee, [removed: peanut butter,] dog snacks, [added: peanut butter,] fruit spreads, shortening, natural beverage, and ice cream toppings categories 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.

In addition, private label [removed: has grown] [added: continues to be a competitor] in [removed: recent years] [added: many of the categories in which we compete, partially] due to [removed: general economic uncertainty,] improvements in private label [removed: quality,] [added: quality] and the increased emphasis of store brands by retailers in an effort to cultivate customer loyalty.

We believe that both private label and leading brands play an important role in the [removed: food] categories in which we compete, appealing to different consumer segments.

Our primary [removed: brands, the] brands [removed: with which they compete,] and [removed: our] major competitors [added: as of April 30, 2017,] are listed below.

| Mainstream roast and ground coffee | Folgers(A) and Café Bustelo | Maxwell [removed: House] [added: House, Yuban,] and [removed: Yuban] [added: McCafe] | The Kraft Heinz Company |

| | | Cafe La Llave | [added: F.] Gaviña [added: & Sons, Inc.] |

| Single serve coffee - K-Cup® | Dunkin' Donuts, Folgers, and Café Bustelo | Green Mountain Coffee(A) | [removed: Keurig Green Mountain, Inc.] [added: JAB Holding Company] |

| | | Eight O'Clock | Tata Global Beverages [added: Limited] |

| | | Skippy | Hormel Foods [added: Corporation] |

| | | Nutella | Ferrero [added: SpA] |

| | | Peter Pan | [removed: ConAgra Foods,] [added: Conagra Brands,] Inc. |

| Fruit spreads | Smucker's(A) | Welch's | Welch [removed: Foods,] [added: Foods] Inc. |

| | | Wesson | [removed: ConAgra Foods,] [added: Conagra Brands,] Inc. |

| Pet foods | Meow Mix, Kibbles 'n Bits, [added: 9Lives,] and [removed: 9Lives] [added: Nature's Recipe] | Dog Chow(A), One, Beneful, Cat Chow(A), Friskies, Kit & Kaboodle, and Fancy Feast | Nestlé Purina PetCare Company |

| | | Pedigree, Iams, and Sheba | [removed: Mars Petcare] [added: Mars, Incorporated] |

| | | Dentastix and Greenies | [removed: Mars Petcare] [added: Mars, Incorporated] |

| Pet premium | Natural Balance [removed: and Nature's Recipe] | Blue(A) | Blue Buffalo Pet [removed: Products] [added: Products,] Inc. |

| | | Nutro | [removed: Mars Petcare] [added: Mars, Incorporated] |

| | | Hill's | [removed: Hills] [added: Hill's] Pet Nutrition, Inc. |

| | | Eight O'Clock | Tata Global Beverages Limited |

| | | Pro Plan and Merrick | Nestlé Purina PetCare Company |

| | | Tim Hortons | Restaurant Brands International Inc. |

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.

After the closing of the transaction, we had approximately 120.0 million common shares outstanding.

For additional information on the commodities we purchase, see “Commodities Overview” in our 2016 Annual Report to Shareholders.

available.

The increase in 2016 was driven by a full year of sales from the pet food business, 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 Big Heart acquisition.

For the fiscal year ended April 30, [removed: 2016][added: 2017]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.

See the [removed: definition] [added: definitions] of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting [removed: company”] [added: company,” and "emerging growth company"] in Rule 12b-2 of the Exchange Act.

| Non-accelerated filer | | o [added: (Do not check if a smaller reporting company)] | | Smaller reporting company | | o |

The aggregate market value of the common shares held by nonaffiliates of the registrant at October 31, [removed: 2015,] [added: 2016,] was [removed: $13,168,504,516.][added: $14,314,803,639.]

As of June [removed: 14, 2016, 116,426,335] [added: 12, 2017, 113,436,545] common shares of The J. M. Smucker Company were issued and outstanding.

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: 17, 2016,] [added: 16, 2017,] are incorporated by reference into Part III of this Report, and certain sections of the registrant’s [removed: 2016] [added: 2017] Annual Report to Shareholders are incorporated by reference into Parts I and II of this Report.

10-K 1 sjm43017-10xk.htm 10-K

| Emerging growth company | | o | | | | |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

The table below lists all of our manufacturing and processing facilities at April 30, [removed: 2016.][added: 2017.]

We believe that [added: the capacity at our] existing [added: facilities, combined with the additional] capacity at [removed: these facilities is] [added: the Longmont facility, will be] sufficient to sustain current operations and [added: the] anticipated near-term [removed: growth.][added: growth of our businesses.]

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

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

Our corporate headquarters [removed: are] [added: is] located in Orrville, Ohio, and our Canadian headquarters [removed: are] [added: is] located in Markham, Ontario.

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

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

| Chico, California | | Fruit and vegetable juices and beverages [added: and grain products] | | U.S. Retail Consumer Foods |

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

| [removed: Livermore, California (A)] [added: Seattle, Washington (B)] | | [removed: Grain] [added: Nut mix] products | | U.S. Retail Consumer Foods |

| New Orleans, Louisiana (four facilities) [removed: (A)] [added: (B)] | | Coffee | | U.S. Retail Coffee |

| Scottsville, Kentucky | | Frozen sandwiches [removed: and ready-to-eat waffles] | | U.S. Retail Consumer Foods |

| (A) | [removed: We lease our facilities in Livermore and Seattle, as well as our coffee silo facility in New Orleans. We plan] [added: Our Harahan location is expected] to [removed: exit our Livermore facilities] [added: close] during [removed: 2017] [added: 2018] as a result of our plan to [removed: move] [added: consolidate] production into [added: one of] our existing [removed: facility] [added: facilities] in [removed: Chico,] [added: New Orleans,] as described in our [removed: 2016] [added: 2017] Annual Report to Shareholders under “Note 3: Integration and Restructuring Costs.” |

For instance, in addition to the facilities listed below, we purchased land in Longmont, Colorado, and plans are in place to construct a second Smucker's Uncrustables frozen sandwich facility there.

| (B) | We lease our coffee silo facility in New Orleans and our facilities in Seattle. |

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

| | | | | |

| Seattle, Washington (A) | | Nut mix products | | U.S. Retail Consumer Foods |

| Canada Location | | Product Produced | | Primary Business Area |

| (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.” |

The names, ages as of June 15, [removed: 2016,] [added: 2017,] and current positions of the executive officers are listed below.

| Richard K. Smucker | | [removed: 68] [added: 69] | | [removed: 43] [added: 44] | | Executive Chairman (A) | | 1974 |

| Mark T. Smucker | | [removed: 46] [added: 47] | | [removed: 18] [added: 19] | | President and Chief Executive Officer (B) | | 2001 |

| Mark R. Belgya | | [removed: 55] [added: 56] | | [removed: 31] [added: 32] | | Vice Chair and Chief Financial Officer (C) | | 1997 |

| Barry C. Dunaway | | [removed: 53] [added: 54] | | [removed: 29] [added: 30] | | President, Pet Food and Pet Snacks (D) | | 2001 |

| Jeannette L. Knudsen | | [removed: 46] [added: 47] | | [removed: 13] [added: 14] | | Senior Vice President, General Counsel and Secretary (E) | | 2009 |

| David J. Lemmon | | [removed: 48] [added: 49] | | [removed: 22] [added: 23] | | President, Canada and International (F) | | 2012 |

| Steven Oakland | | [removed: 55] [added: 56] | | [removed: 33] [added: 34] | | Vice Chair and President, U.S. Food and Beverage (G) | | 1999 |

| Jill R. Penrose | | [removed: 43] [added: 44] | | [removed: 12] [added: 13] | | Senior Vice President, Human Resources and Corporate Communications (H) | | 2014 |

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

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

| (C) | Mr. Belgya was elected to his present position in May 2016, having served as Senior Vice President and Chief Financial Officer since October 2009. [removed: Prior to that time, he served as Vice President and Chief Financial Officer since October 2008.] |

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

| (E) | Ms. Knudsen was elected to her present position in May 2016, having served as Vice President, General Counsel and Corporate Secretary since August 2010. [removed: Prior to that time, she served as Vice President, Deputy General Counsel and Corporate Secretary since April 2010, and as Corporate Secretary since April 2009.] |

| (F) | Mr. Lemmon was elected to his present position in May 2016, having served as Vice President and Managing Director, Canada and International since April 2015. Prior to that time, he served as Vice President and Managing Director, Canada since May [removed: 2012, and Managing Director, Canada since May 2007.] [added: 2012.] |

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

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

(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: 2016] [added: 2017] Annual Report to Shareholders under the captions “Stock Price Data” and “Comparison of Five-Year Cumulative Total Shareholder Return.”

(c) During the fourth quarter, we repurchased [removed: 3,418,063 common shares, which included 2,000,000] [added: 3,000,000] common shares under the 10b5-1 trading plan entered into on [removed: March 31, 2016.][added: February 22, 2017.]

(d) As of April 30, [removed: 2016,] [added: 2017,] there were [removed: 6,586,598] [added: 3,586,598] common shares remaining available for future repurchase pursuant to our Board of Directors' authorizations.

| February 1, 2017 - February 28, 2017 | | 354,703 | | | $ | 141.71 | | | 354,539 | | | 6,232,059 | |

| March 1, 2017 - March 31, 2017 | | 2,647,413 | | | 139.06 | | | | 2,645,461 | | | 3,586,598 | |

| April 1, 2017 - April 30, 2017 | | 3,438 | | | 126.83 | | | | — | | | 3,586,598 | |

| Total | | 3,005,554 | | | $ | 139.36 | | | 3,000,000 | | | 3,586,598 | |

| 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 | |

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: 2016] [added: 2017] Annual Report to Shareholders under the following captions: “Five-Year Summary of Selected Financial Data,” “Management’s Discussion and Analysis,” “Note 1: Accounting Policies,” “Note 2: [removed: Acquisitions,”] [added: Acquisition,”] and “Note 3: Integration and Restructuring Costs.”

Consolidated financial statements at April 30, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and for each of the years in the three-year period ended April 30, [removed: 2016,] [added: 2017,] 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: 2016] [added: 2017] Annual Report to Shareholders under the caption “Summary of Quarterly Results of Operations” and beginning with “Report of Management on Internal Control Over Financial Reporting” through “Note [removed: 17: Common Shares.”][added: 18: Subsequent Event.”]

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: 2016] [added: 2017] (the “Evaluation Date”).

There were no changes in internal control over financial reporting that occurred during the fourth quarter ended April 30, [removed: 2016,] [added: 2017,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial 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: 2016] [added: 2017] Annual Report to Shareholders under the headings “Report of Management on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting,” which reports are incorporated herein by reference.

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: 17, 2016.][added: 16, 2017.]

Copies of these documents are available on our website [removed: (jmsmucker.com/investor-relations).][added: (jmsmucker.com/investor-relations/smuckers-corporate-governance).]

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: 17, 2016.][added: 16, 2017.]

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: 17, 2016.][added: 16, 2017.]

The information required by this Item is incorporated by reference to the information set forth under the [removed: caption] [added: captions “Corporate Governance” and] “Related Party Transactions” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August [removed: 17, 2016.][added: 16, 2017.]

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: 17, 2016.][added: 16, 2017.]

| | | See the Index of Exhibits beginning on page [removed: 23] [added: 22] of this Report. |

| Date: June [removed: 21, 2016] [added: 19, 2017] | The J. M. Smucker Company | |

| Mark T. Smucker | | President and Chief Executive Officer and Director (Principal Executive Officer) | | June [removed: 21, 2016] [added: 19, 2017] |

| Mark R. Belgya | | Vice Chair and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | June [removed: 21, 2016] [added: 19, 2017] |

| Timothy P. Smucker | | Chairman Emeritus | | June [removed: 21, 2016] [added: 19, 2017] |

| Richard K. Smucker | | Executive Chairman | | June [removed: 21, 2016] [added: 19, 2017] |

| Kathryn W. Dindo | | Director | | June [removed: 21, 2016] [added: 19, 2017] |

| Paul J. Dolan | | Director | | June [removed: 21, 2016] [added: 19, 2017] |

| Nancy Lopez Knight | | Director | | June [removed: 21, 2016] [added: 19, 2017] |

| Elizabeth Valk Long | | Director | | June [removed: 21, 2016] [added: 19, 2017] |

| Gary A. Oatey | | Director | | June [removed: 21, 2016] [added: 19, 2017] |

| Sandra Pianalto | | Director | | June [removed: 21, 2016] [added: 19, 2017] |

| Alex Shumate | | Director | | June [removed: 21, 2016] [added: 19, 2017] |

| Date: June [removed: 21, 2016] [added: 19, 2017] | | | | /s/ Jeannette L. Knudsen |

| 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, [removed: LLC] [added: 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, [removed: Inc.] [added: Inc.,] and, for the limited purposes set forth therein, Del Monte Pacific Limited | | 10-Q (A) | 10.3 | 12/9/2013 |

| 3.2 | Amended Regulations of The J. M. Smucker Company | | 8-K | 3.1 | [removed: 6/21/2016] [added: 6/15/2017] |

| 4.1 | Rights Agreement, dated as of May 20, 2009, by and between the Company and Computershare Trust Company, [removed: N.A.] [added: N.A., as rights agent] | | 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, [removed: N.A.] [added: N.A.,] as rights agent | | 8-K | 4.1 | 2/4/2015 |

| [removed: 4.3] [added: 4.4] | Indenture, dated as of October 18, 2011, between the Company and U.S. Bank National Association | | 8-K | 4.1 | 10/18/2011 |

| [removed: 4.4] [added: 4.5] | 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 |

| [removed: 4.5] [added: 4.6] | Third Amended and Restated Intercreditor Agreement, dated June 11, 2010, among [removed: KeyBank National Association and Bank of Montreal, as] [added: the] administrative [removed: agents,] [added: agents] and [removed: the] other parties identified therein | | S-3 | 4.7 | 10/13/2011 |

| [removed: 4.6] [added: 4.7] | 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 |

| [removed: 4.7] [added: 4.8] | 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 |

| 10.2 | The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, restated as of January 1, [removed: 2013*] [added: 2018*] | | 10-Q | [removed: 10.1] [added: 10.3] | [removed: 2/27/2014] [added: 2/24/2017] |

| [removed: 10.4] [added: 10.3] | Amended and Restated Consulting and Noncompete Agreement of Timothy P. Smucker, dated as of December 31, 2010* | | 10-Q | 10.2 | 3/11/2011 |

| [removed: 10.5] [added: 10.4] | Amended and Restated Consulting and Noncompete Agreement of Richard K. Smucker, dated as of December 31, 2010* | | 10-Q | 10.3 | 3/11/2011 |

| [removed: 10.6] [added: 10.5] | 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 |

| [removed: 10.7] [added: 10.6] | 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 |

| [removed: 10.8] [added: 10.7] | The J. M. Smucker Company Voluntary Deferred Compensation Plan, amended and restated as of December 1, 2012* | | 10-Q | 10.3 | 3/1/2013 |

| [removed: 10.9] [added: 10.8] | The J. M. Smucker Company 2006 Equity Compensation Plan, effective August 17, 2006* | | 8-K | 10.1 | 8/21/2006 |

| [removed: 10.1] [added: 10.9] | The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan* | | 8-K | 10.1 | 8/20/2010 |

| [removed: 10.11] [added: 10.21] | Form of Deferred Stock Units Agreement* | [added: X] | [removed: 10-Q] | [removed: 10.6] | [removed: 9/9/2010] |

| [removed: 10.12] [added: 10.13] | Form of Deferred Stock Units Agreement* | | 8-K | 10.2 | [removed: 10/28/2010] [added: 4/20/2012] |

| [removed: 10.13] [added: 10.20] | Form of Restricted Stock Agreement* | [added: X] | [removed: 10-Q] | [removed: 10.2] | [removed: 12/10/2010] |

| [removed: 10.14] [added: 10.11] | Omnibus Amendment to Restricted Stock Agreements for Folgers Employees, dated as of November 4, 2010* | | 10-Q | 10.1 | 3/11/2011 |

| [removed: 10.15] [added: 10.12] | Form of Restricted Stock Agreement* | | 8-K | 10.1 | 4/20/2012 |

| [removed: 10.16] [added: 10.15] | Form of Deferred Stock Units Agreement* | | [removed: 8-K] [added: 10-K] | [removed: 10.2] [added: 10.27] | [removed: 4/20/2012] [added: 6/21/2013] |

| [removed: 10.17] [added: 10.14] | Form of Restricted Stock Agreement* | | 10-K | 10.26 | 6/21/2013 |

| [removed: 10.19] [added: 10.16] | Form of Special One-Time Grant of Restricted Stock Agreement* | | 10-K | 10.28 | 6/21/2013 |

| Jay L. Henderson | | Director | | June 19, 2017 |

| 4.3 | Amendment No. 2, dated as of October 24, 2016, to the Rights Agreement, dated as of May 20, 2009, by and between the Company and Computershare Trust Company, N.A., as rights agent | | 8-K | 4.1 | 10/24/2016 |

| 10.10 | Amendment No. 1 to The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan* | X | | | |

| 10.18 | Form of Special One-Time Grant of Restricted Stock Agreement* | | 10-Q | 10.1 | 11/22/2016 |

| 10.19 | Form of Special One-Time Grant of Deferred Stock Units Agreement* | | 10-Q | 10.2 | 11/22/2016 |

| 10.25 | Amendment No. 1 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of December 31, 2016* | | 10-Q | 10.2 | 2/24/2017 |

| 10.28 | Amendment No. 2 to The J. M. Smucker Company Restoration Plan, dated as of December 31, 2016* | | 10-Q | 10.1 | 2/24/2017 |

| 10.32 | Form of Indemnity Agreement between the Company and the Officer party thereto* | | 8-K | 10.1 | 8/16/2016 |

| * | | | | |

| Vincent C. Byrd | | Director | | June 21, 2016 |

| David J. West | | Director | | June 21, 2016 |

| 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 |

| 10.3 | 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 | | | |

| 10.18 | Form of Deferred Stock Units Agreement* | | 10-K | 10.27 | 6/21/2013 |

| 10.28 | Form of Nonstatutory Stock Option Agreement between the Company and David J. West* | | 8-K | 10.4 | 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 |

| 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 |

| 10.35 | 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 |

| 10.50 | 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 |

(C) Identifies exhibits filed under International Multifoods Corp. (Commission File No. 001-6699).