A Dark Vector Cognition product

Item 15. Exhibits and Financial Statement Schedules.

15K 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 22 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 19, 2017The 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. SmuckerPresident and Chief Executive Officer and Director (Principal Executive Officer)June 19, 2017
/s/ Mark R. Belgya
Mark R. BelgyaVice Chair and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)June 19, 2017
*
Timothy P. SmuckerChairman EmeritusJune 19, 2017
*
Richard K. SmuckerExecutive ChairmanJune 19, 2017
*
Kathryn W. DindoDirectorJune 19, 2017
*
Paul J. DolanDirectorJune 19, 2017
*
Jay L. HendersonDirectorJune 19, 2017
*
Nancy Lopez KnightDirectorJune 19, 2017
*
Elizabeth Valk LongDirectorJune 19, 2017
*
Gary A. OateyDirectorJune 19, 2017
*
Sandra PianaltoDirectorJune 19, 2017
*
Alex ShumateDirectorJune 19, 2017
*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 19, 2017/s/ Jeannette L. Knudsen
By:Jeannette L. Knudsen Attorney-in-Fact

INDEX OF EXHIBITS

Exhibit NumberExhibit DescriptionFiled HerewithIncorporated by Reference from FormExhibitFiling Date
2.1Agreement 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-K2.12/4/2015
2.2Purchase 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 Limited10-Q (A)10.312/9/2013
3.1Amended Articles of Incorporation of The J. M. Smucker Company10-Q3.18/28/2013
3.2Amended Regulations of The J. M. Smucker Company8-K3.16/15/2017
3.3Articles of Organization of J.M. Smucker LLCS-43.36/30/2015
3.4Third Amended and Restated Operating Agreement of J.M. Smucker LLCS-43.46/30/2015
3.5Certificate of Incorporation of The Folgers Coffee CompanyS-43.56/30/2015
3.6Bylaws of The Folgers Coffee CompanyS-43.66/30/2015
4.1Rights Agreement, dated as of May 20, 2009, by and between the Company and Computershare Trust Company, N.A., as rights agent8-A4.15/21/2009
4.2Amendment 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 agent8-K4.12/4/2015
4.3Amendment 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 agent8-K4.110/24/2016
4.4Indenture, dated as of October 18, 2011, between the Company and U.S. Bank National Association8-K4.110/18/2011
4.5First Supplemental Indenture, dated as of October 18, 2011, among the Company, the guarantors party thereto, and U.S. Bank National Association8-K4.210/18/2011
4.6Third Amended and Restated Intercreditor Agreement, dated June 11, 2010, among the administrative agents and other parties identified thereinS-34.710/13/2011
4.7Indenture, dated as of March 20, 2015, between the Company and U.S. Bank National Association, as trustee8-K4.13/23/2015
4.8First Supplemental Indenture, dated as of March 20, 2015, by and among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee8-K4.23/23/2015
10.1Nonemployee Director Stock Plan dated January 1, 1997*10-K10(e)7/23/1997
10.2The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, restated as of January 1, 2018*10-Q10.32/24/2017
10.3Amended and Restated Consulting and Noncompete Agreement of Timothy P. Smucker, dated as of December 31, 2010*10-Q10.23/11/2011
10.4Amended and Restated Consulting and Noncompete Agreement of Richard K. Smucker, dated as of December 31, 2010*10-Q10.33/11/2011
10.5Termination Amendment to Amended and Restated Consulting and Noncompete Agreement of Timothy P. Smucker, dated as of April 25, 2011*8-K10.14/25/2011

INDEX OF EXHIBITS

Exhibit NumberExhibit DescriptionFiled HerewithIncorporated by Reference from FormExhibitFiling Date
10.6Termination Amendment to Amended and Restated Consulting and Noncompete Agreement of Richard K. Smucker, dated as of April 25, 2011*8-K10.24/25/2011
10.7The J. M. Smucker Company Voluntary Deferred Compensation Plan, amended and restated as of December 1, 2012*10-Q10.33/1/2013
10.8The J. M. Smucker Company 2006 Equity Compensation Plan, effective August 17, 2006*8-K10.18/21/2006
10.9The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan*8-K10.18/20/2010
10.10Amendment No. 1 to The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan*X
10.11Omnibus Amendment to Restricted Stock Agreements for Folgers Employees, dated as of November 4, 2010*10-Q10.13/11/2011
10.12Form of Restricted Stock Agreement*8-K10.14/20/2012
10.13Form of Deferred Stock Units Agreement*8-K10.24/20/2012
10.14Form of Restricted Stock Agreement*10-K10.266/21/2013
10.15Form of Deferred Stock Units Agreement*10-K10.276/21/2013
10.16Form of Special One-Time Grant of Restricted Stock Agreement*10-K10.286/21/2013
10.17Form of Restricted Stock Agreement*10-Q10.19/2/2015
10.18Form of Special One-Time Grant of Restricted Stock Agreement*10-Q10.111/22/2016
10.19Form of Special One-Time Grant of Deferred Stock Units Agreement*10-Q10.211/22/2016
10.20Form of Restricted Stock Agreement*X
10.21Form of Deferred Stock Units Agreement*X
10.22The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2007)*10-Q10.53/10/2009
10.23The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2014)*10-Q10.211/27/2013
10.24The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, restated effective as of May 1, 2015*10-K10.236/25/2015
10.25Amendment No. 1 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of December 31, 2016*10-Q10.22/24/2017
10.26The J. M. Smucker Company Restoration Plan, amended and restated effective as of January 1, 2013*10-K10.246/25/2015
10.27Amendment No. 1 to The J. M. Smucker Company Restoration Plan, dated as of May 1, 2015*10-K10.256/25/2015
10.28Amendment No. 2 to The J. M. Smucker Company Restoration Plan, dated as of December 31, 2016*10-Q10.12/24/2017
10.29Form of Nonstatutory Stock Option Agreement between the Company and the Optionee (one-year vesting)*8-K10.23/23/2015
10.30Form of Nonstatutory Stock Option Agreement between the Company and the Optionee (three-year vesting)*8-K10.33/23/2015
10.31Form of Change in Control Severance Agreement between the Company and the Officer party thereto*8-K10.53/23/2015
10.32Form of Indemnity Agreement between the Company and the Officer party thereto*8-K10.18/16/2016

INDEX OF EXHIBITS

Exhibit NumberExhibit DescriptionFiled HerewithIncorporated by Reference from FormExhibitFiling Date
10.33The J. M. Smucker Company 1998 Equity and Performance Incentive Plan (as amended and restated effective as of June 6, 2005)*8-K10.16/9/2005
10.34Amended 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 Corporation8-K (B)2.111/28/2001
10.35Retail Trademark License Agreement, dated November 13, 2001, between The Pillsbury Company and International Multifoods Corporation10-Q (B)10.21/14/2002
10.36Amendment to Retail Trademark License Agreement, dated December 23, 2002, between The Pillsbury Company and International Multifoods Corporation10-K (B)10.295/12/2003
10.37Closing Agreement, dated as of November 13, 2001, by and among General Mills, Inc., The Pillsbury Company, and International Multifoods Corporation8-K (B)2.211/28/2001
10.38Omnibus 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 (B)10.11/28/2003
10.39Tax Matters Agreement between The Procter & Gamble Company, The Folgers Coffee Company, and the Company, dated November 6, 200810-Q10.2012/9/2008
10.40Intellectual Property Matters Agreement between The Procter & Gamble Company and The Folgers Coffee Company, dated November 6, 200810-Q10.2112/9/2008
10.41Third 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 agent8-K10.19/10/2013
10.42Amendment 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 agent8-K10.12/24/2015
10.43Form of Commercial Paper Dealer Agreement between the Company, as Issuer, and the Dealer party thereto10-Q10.18/27/2014
10.44Term 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 agent8-K10.13/3/2015
12.1Computation of Ratio of Earnings to Fixed ChargesX
13Excerpts from our 2017 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-KX
21Subsidiaries of the RegistrantX
23Consent of Independent Registered Public Accounting FirmX
24Powers of AttorneyX
31.1Certifications of Mark T. Smucker pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amendedX

INDEX OF EXHIBITS

Exhibit NumberExhibit DescriptionFiled HerewithIncorporated by Reference from FormExhibitFiling Date
31.2Certifications of Mark R. Belgya pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amendedX
32Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002X
101.INSXBRL Instance DocumentX
101.SCHXBRL Taxonomy Extension Schema DocumentX
101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentX
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentX
101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentX
101.LABXBRL Taxonomy Extension Label Linkbase DocumentX
  • Identifies exhibits that consist of a management contract or compensatory plan or arrangement.

(A) Identifies an exhibit filed under Del Monte Corp. (Commission File No. 333-107830-05).

(B) 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 2017 Annual Report to Shareholders of The J. M. Smucker Company:
Report of Management on Internal Control Over Financial Reporting37
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting38
Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements39
Consolidated Balance Sheets at April 30, 2017 and 201642-43
For the years ended April 30, 2017, 2016, and 2015:
Statements of Consolidated Income41
Statements of Consolidated Comprehensive Income41
Statements of Consolidated Cash Flows44
Statements of Consolidated Shareholders’ Equity45
Notes to Consolidated Financial Statements46-77

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.