J.M. Smucker (SJM) 10-K risk factor changes: FY2018 vs FY2017

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

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

As of April 30, [removed: 2017, 27] [added: 2018, 28] percent of our [added: full-time] employees, located at [removed: 11] [added: 10] manufacturing [removed: facilities,] [added: locations,] are covered by collective bargaining agreements.

These contracts vary in term depending on location, with [removed: five contracts] [added: one contract] expiring in [removed: 2018,] [added: 2019,] representing [removed: 8] [added: less than 1] percent of our total employees.

Sales to [removed: Wal-Mart Stores,] [added: Walmart] Inc. and subsidiaries amounted to [removed: 30] [added: 31] percent of net sales in [removed: 2017.][added: 2018.]

Trade receivables at April 30, [removed: 2017,] [added: 2018,] included amounts due from [removed: Wal-Mart Stores,] [added: Walmart] Inc. and subsidiaries of [removed: $138.2] [added: $123.1] million, or 32 percent of the total trade receivables balance.

During [removed: 2017,] [added: 2018,] our top 10 customers, collectively, accounted for approximately [removed: 70] [added: 60] percent of consolidated net sales.

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

In addition, anything that harms the [removed: Pillsbury,] Dunkin’ Donuts, [added: Rachael Ray, Pillsbury,] Carnation, 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.

[removed: An unfavorable report on the] health effects of ingredients present in our products, product recalls, or negative publicity or litigation arising from other health risks could significantly reduce the demand for our products.

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

| • | Our operations are subject to the general risks associated with acquisitions and divestitures. Specifically, we may not realize all of the anticipated benefits of the [added: Ainsworth] acquisition [removed: of Big Heart] or those benefits may take longer to realize than expected. [added: We may also encounter significant unexpected difficulties in integrating the Ainsworth business.] |

In addition, we have made strategic divestitures of brands and [removed: businesses] [added: businesses, including a potential divestiture of our U.S. baking business,] and we may do so in the future.

[removed: The liquidity of the overall capital] markets and the state of the economy, including the food and beverage industry, may make credit and capital markets more difficult for us to access, even though we have an established revolving credit facility.

As of April 30, [removed: 2017,] [added: 2018,] we had approximately [removed: $5.4] [added: $4.8] billion of short-term borrowings and long-term debt.

Our failure to comply with the terms of any existing or future indebtedness could result in an event of default which, if not cured or waived, could result in the acceleration of [added: the payment of] all of our debt.

At April 30, [removed: 2017,] [added: 2018,] the carrying value of goodwill and other intangible assets totaled [removed: $12.2] [added: $11.9] billion, compared to total assets of [removed: $15.6] [added: $15.3] billion and total shareholders’ equity of [removed: $6.9] [added: $7.9] billion.

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

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

During [removed: 2017,] [added: the third quarter of 2018,] we performed [removed: several] [added: an interim] impairment [removed: analyses] [added: analysis] 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 [removed: reduced financial projections] [added: a decline in forecasted net sales] for the [added: U.S. Retail Pet Foods segment, as well as the narrow differences between estimated fair value and carrying value.]

[removed: As a result,] [added: During 2017, we recognized total] impairment charges of $128.5 [removed: were recognized in 2017] related to certain indefinite-lived trademarks within the U.S. Retail Pet Foods segment.

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

For instance, the California Safe Drinking Water and Toxic Enforcement Act of 1986 [removed: (commonly referred to] [added: (better known] as “Proposition 65”) requires that a specific warning appear on any product sold in the State of California that contains a substance listed by that state as having been found to cause cancer or birth defects.

This law exposes all food and beverage producers to the possibility of having to provide warnings on their [removed: products.][added: products, as well as civil penalties.]

Products containing listed substances that occur naturally or that are contributed to such products solely by a municipal water supply are generally exempt [removed: from the warning requirement.]

If we are required to [added: pay significant statutory penalties or to] add warning labels to any of our products or place warnings in certain locations where our products are sold as a result of Proposition 65, [added: our business and financial results could be adversely impacted and] sales of those products could suffer not only in those locations but elsewhere.

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

In the event that climate change has a negative effect on agricultural productivity, we may be subject to decreased availability or less favorable pricing for certain commodities that are necessary for our products, such as green coffee, [removed: grains,] peanuts, [removed: edible oils,] [added: oils and fats,] protein meals, sweeteners, [added: grains,] and fruit.

If we do not allocate and effectively manage the resources necessary to build, sustain, and protect an appropriate technology infrastructure, or we do not effectively implement system upgrades, our [removed: business or financial results could be negatively impacted.]

customers.

Introduction of new products and product extensions requires significant development and marketing investment.

If our products fail to meet consumer preferences, or we fail to introduce new and improved products on a timely basis, then the return on that investment will be less than anticipated and our strategy to grow sales and profits through investment in innovation will be less successful.

An unfavorable report on the

In particular, our ability to realize the anticipated benefits of the Ainsworth acquisition will depend, to a large extent, on our ability to integrate the Ainsworth 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 Ainsworth’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, cost savings, synergies, business opportunities, and growth prospects 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.

The liquidity of the overall capital

Subsequently, on May 14, 2018, we borrowed $1.9 billion to finance the Ainsworth acquisition.

As a result, we recognized total impairment charges of $176.9, of which $145.0 and $31.9 related to the goodwill of the Pet Foods reporting unit and certain indefinite-lived trademarks within the U.S. Retail Pet Foods segment, respectively, to the extent the carrying values exceeded the estimated fair values.

The goodwill and indefinite-lived trademarks within the U.S. Retail Pet Foods segment remain susceptible to future impairment charges as the carrying values approximate estimated fair values at April 30, 2018.

In addition, any meaningful adverse change to our near or long-term projections or macro-economic conditions could result in future impairment charges.

In addition, as a result of the Ainsworth acquisition in May 2018, we will recognize additional goodwill and other intangible assets, which will be included within the U.S. Retail Pet Foods reportable segment, based on their estimated fair values on the acquisition date.

Since carrying value will represent estimated fair value, these assets could be more susceptible to future impairment.

A change to the assumptions regarding future performance of the business, or a portion of it, or a change to other assumptions, could result in significant impairment losses in the future.

from the warning requirement.

In particular, we are currently a defendant in Council for Education and Research on Toxics v.

Brad Barry LLC, et al., which alleges that we, in addition to nearly eighty other defendants who manufacture, package, distribute, or sell coffee, failed to warn persons in California that our coffee products expose persons to the chemical acrylamide, which is not added to coffee but is present in all coffee in small amounts (measured in parts per billion) as a byproduct of the coffee bean roasting process, in violation of Proposition 65.

business or financial results could be negatively impacted.

In addition, certain of our processes rely on third-party cloud computing services.

limited number of customers.

ultimately held liable.

Any such impairment charge would reduce earnings and could be material.

Being recently acquired, these assets have been more susceptible to impairment.

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.

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

global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters.

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: 2017] [added: 2018] 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: 2017] [added: 2018] Annual Report to Shareholders under the caption “Derivative Financial Instruments and Market Risk.”

Net sales outside the U.S., subject to foreign currency translation, represented 6 percent of consolidated net sales for [removed: 2017.][added: 2018.]

For additional information on the [removed: Big Heart] [added: Ainsworth] acquisition, see “Note 2: [removed: Acquisition”] [added: Acquisitions”] in our [removed: 2017] [added: 2018] Annual Report to Shareholders.

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

The U.S. retail market segments in total comprised [removed: over] [added: approximately] 85 percent of [removed: 2017] [added: 2018] 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.

Our principal products [added: as of April 30, 2018,] are coffee, pet [removed: food,] [added: food and] pet snacks, peanut butter, fruit spreads, shortening and oils, baking mixes and ready-to-spread frostings, frozen sandwiches, flour and baking ingredients, juices and beverages, and portion control products.

Product sales information for the years [added: 2018,] 2017, [removed: 2016,] and [removed: 2015] [added: 2016] is incorporated herein by reference to information set forth in our [removed: 2017] [added: 2018] 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, [removed: drug stores,] club stores, [removed: mass merchandisers,] [added: pet specialty stores,] discount and dollar stores, [added: drug stores,] military commissaries, [added: mass merchandisers,] natural foods stores and distributors, [removed: pet specialty stores,] and online retailers.

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

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

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

For additional information on the commodities we purchase, see “Commodities Overview” in our [removed: 2017] [added: 2018] Annual Report to Shareholders.

Our major trademarks [added: as of April 30, 2018,] are listed below.

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

| International and [removed: Foodservice] [added: Away From Home] | | Folgers and 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 [added: five-year] license [removed: with an initial term of 10 years which expires] in [added: effect until] October [removed: 2017,] [added: 2022,] which is renewable for [removed: two successive 5-year terms,] [added: another five-year term,] and which becomes perpetual at the end of the renewal terms under certain circumstances.

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

Sales to [removed: Wal-Mart Stores,] [added: Walmart] Inc. and subsidiaries amounted to [removed: 30] [added: 31] percent of net sales in [removed: both 2017 and 2016,] [added: 2018,] and [removed: 28] [added: 30] percent of net sales in [removed: 2015.][added: both 2017 and 2016.]

No other customer exceeded 10 percent of net sales during [added: 2018,] 2017, [removed: 2016,] or [removed: 2015.][added: 2016.]

During [removed: 2017,] [added: 2018,] our top 10 customers, collectively, accounted for approximately [removed: 70] [added: 60] percent of consolidated net sales.

We are the branded market leader in the coffee, [removed: dog snacks,] peanut butter, [added: dog snacks,] fruit spreads, [removed: shortening,] natural [removed: beverage,] [added: shelf stable juices, shortening,] and ice cream toppings categories in the U.S. In Canada, we are the branded market leader in the flour, pickles, [removed: canned milk,] fruit spreads, [added: canned milk,] shortening, and ice cream toppings categories.

In order to remain competitive, companies in the food industry need to consider emerging consumer preferences, technological advances, product and packaging innovations, and the continued growth of alternative store formats, including warehouse clubs, [added: dollar stores,] convenience stores, and e-commerce.

Our primary brands and major competitors as of April 30, [removed: 2017,] [added: 2018,] are listed below.

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

| Single serve coffee - K-Cup® | Dunkin' Donuts, Folgers, [removed: and] Café [removed: Bustelo] [added: Bustelo, and 1850TM] | Green Mountain Coffee(A) | JAB Holding Company |

| Premium coffee | Dunkin' [removed: Donuts and] [added: Donuts,] Folgers [removed: Gourmet Selections®] [added: Simply GourmetTM, and 1850TM] | Starbucks(A) and Seattle's Best Coffee | Starbucks Corporation |

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

| | | Rachael Ray Nutrish | Ainsworth Pet [removed: Nutrition] [added: Nutrition, LLC(C)] |

| [removed: Pet premium] [added: Premium pet food] | Natural Balance | Blue(A) | [removed: Blue Buffalo Pet Products,] [added: General Mills,] Inc. |

| Foodservice hot beverage | Folgers [removed: and Douwe Egberts] | Nescafé | Société des Produits Nestlé S.A. |

| Foodservice portion control | Smucker's [added: and Jif] | Heinz, Welch's, and Private Label Brands | The Kraft Heinz Company |

| [removed: Canada coffee] | [removed: Folgers] | Maxwell [removed: House(A)] [added: House] | The Kraft Heinz Company |

| [added: Canada coffee] | [added: Folgers] | Tim [removed: Hortons] [added: Hortons(A)] | Restaurant Brands International Inc. |

Amounts expensed for research and development were [removed: $58.1] [added: $56.0] million, [removed: $58.8] [added: $58.1] million, and [removed: $32.5] [added: $58.8] million in [added: 2018,] 2017, [removed: 2016,] and [removed: 2015,] [added: 2016,] respectively.

We have implemented and manage a variety of [removed: programs,] [added: programs across our footprint,] including [added: energy optimization,] the utilization of renewable [removed: energy technology,] [added: energy,] water conservation, the [removed: sourcing and usage] [added: reuse] of [removed: sustainable raw materials including green coffee,] [added: resources,] and the [removed: reuse] [added: support] of [removed: resources,] [added: farmers who implement sustainable practices,] in support of our commitment to environmental sustainability.

Compliance with the provisions of enacted or pending federal, state, and local environmental regulations regarding either the discharge of materials into the environment or the protection of the environment is not expected to have a material effect upon our capital expenditures, earnings, or competitive position in [removed: 2018.][added: 2019.]

At April 30, [removed: 2017,] [added: 2018,] we had [removed: 7,140] [added: approximately 7,000] full-time employees worldwide, of which [removed: 27] [added: 28] percent, located at [removed: 11] [added: 10] manufacturing [removed: facilities,] [added: locations,] are covered by union contracts.

These contracts vary in term depending on [removed: the] location, with [removed: five contracts] [added: one contract] expiring in [removed: 2018,] [added: 2019,] representing [removed: 8] [added: less than 1] percent of our total employees.

The financial information required to be included in this item concerning reportable industry segments and international operations for the years [added: 2018,] 2017, [removed: 2016,] and [removed: 2015] [added: 2016] is incorporated herein by reference to information set forth in our [removed: 2017] [added: 2018] Annual Report to Shareholders under “Note 5: Reportable Segments.” Our international operations are primarily in Canada with risks similar to those associated with the U.S. retail markets.

Approximately [removed: 40] [added: 45] percent of our [removed: 2017] [added: 2018] Canada sales represented the sale of Canadian produced products to Canadian customers.

The majority of the remaining Canada sales represented the sale of products produced in the U.S. to Canadian customers, primarily Folgers coffee, Bick’s® pickles, [added: and] Smucker’s fruit [removed: spreads, and Crisco shortening and oils.][added: spreads.]

On May 14, 2018, we completed the acquisition of Ainsworth Pet Nutrition, LLC (“Ainsworth”), a leading producer, distributor, and marketer of premium pet food and pet snacks, predominantly within the U.S. The all-cash transaction, which was funded with debt, was valued at $1.9 billion.

The International and Away From Home segment represents sales outside of the U.S. retail market segments.

In 2019, as a result of the Ainsworth acquisition, we began utilizing Rachael Ray’s image and likeness and related Rachael Ray® trademarks for premium pet food and pet snacks under an exclusive license which expires in 2063.

The terms of the license include the payment of royalties to The Rachael Ray Foundation.

Rachael Ray is a trademark of Ray Marks Co. LLC.

However, the impact of seasonality on our overall working capital requirements is partially reduced by the U.S. Retail Pet Foods segment, which does not experience significant seasonality.

In our total U.S. retail categories during the 52 weeks ended April 22, 2018, private label held a 16.1 dollar average market share, as compared to a 15.4 dollar average market share during the same period in the prior year.

The majority of the increase was within the coffee category.

| International and Away From Home | | | |

(C) We acquired Ainsworth on May 14, 2018.

We have public goals related to waste diversion, water usage intensity reduction, and greenhouse gas emissions intensity reduction.

On May 14, 2018, we added approximately 700 additional employees with the completion of the Ainsworth acquisition, none of which are covered by union contracts.

Within our segment results, International and Foodservice represents a combination of the strategic business areas not included in the U.S. retail market segments.

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 segments, our working capital requirements became less seasonal overall subsequent to the Big Heart acquisition, since the U.S. Retail Pet Foods segment does not experience significant seasonality.

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

| International and Foodservice | | | |

While we cannot predict with certainty the ultimate results of these proceedings, we do not believe that the final outcome of these proceedings [removed: will] [added: could] have a material adverse effect on our financial position, results of operations, or cash [removed: flows.][added: flows, with the exception of the matter discussed below.]

On May 9, 2011, an organization named Council for Education and Research on Toxics (“Plaintiff”) filed a lawsuit in the Superior Court of the State of California, County of Los Angeles, against us and additional defendants who manufacture, package, distribute, or sell packaged coffee.

The lawsuit is Council for Education and Research on Toxics v.

Brad Barry LLC, et al., and was a tag along to a 2010 lawsuit against companies selling “ready-to-drink” coffee based on the same claims.

Both cases have since been consolidated and now include nearly eighty defendants, which constitute the great majority of the coffee industry in California.

The Plaintiff alleges that we and the other defendants failed to provide warnings for our coffee products of exposure to the chemical acrylamide as required under California Health and Safety Code Section 25249.5, the California Safe Drinking Water and Toxic Enforcement Act of 1986, better known as "Proposition 65".

The Plaintiff seeks equitable relief, including providing warnings to consumers of coffee products, as well as civil penalties in the amount of the statutory maximum of two thousand five hundred dollars per day per violation of Proposition 65.

The Plaintiff asserts that every consumed cup of coffee, absent a compliant warning, is equivalent to a violation under Proposition 65.

As part of a joint defense group organized to defend against the lawsuit, we dispute the claims of the Plaintiff.

Acrylamide is not added to coffee, but is present in all coffee in small amounts (measured in parts per billion) as a byproduct of the coffee bean roasting process.

We have asserted multiple affirmative defenses.

Trial of the first phase of the case commenced on September 8, 2014, and was limited to three affirmative defenses shared by all defendants.

On September 1, 2015, the trial court issued a final ruling adverse to the defendants on all Phase 1 defenses.

Trial of the second phase of the case commenced in the fall of calendar year 2017.

On March 28, 2018, the trial court issued a proposed ruling adverse to the defendants on the Phase 2 defense, our last remaining defense to liability.

The trial court finalized and affirmed its Phase 2 ruling on May 7, 2018 and, therefore, the trial will proceed to the third phase regarding remedies issues.

At this stage of the proceedings, prior to a trial on remedies issues, we are unable to predict or reasonably estimate the potential loss or effect on our operations.

Accordingly, no loss contingency has been recorded for this matter as of April 30, 2018, as the likelihood of loss is not considered probable or estimable.

The trial court has discretion to impose zero penalties against us or to impose significant statutory penalties.

Significant labeling or warning requirements that could potentially be imposed by the trial court may increase our costs and adversely affect sales of our coffee products, as well as involve substantial expense and operational disruption, which could have a material adverse impact on our financial position, results of operations, or cash flows.

Furthermore, a future appellate court decision could reverse the trial court rulings.

The outcome and the financial impact of settlement, or the trial or appellate court rulings of the case, if any, cannot be predicted at this time.

For additional information, see “Note 15: Contingencies” in our 2018 Annual Report to Shareholders.

For the fiscal year ended April 30, [removed: 2017][added: 2018]

The aggregate market value of the common shares held by nonaffiliates of the registrant at October 31, [removed: 2016,] [added: 2017,] was [removed: $14,314,803,639.][added: $11,386,975,264.]

As of June 12, [removed: 2017, 113,436,545] [added: 2018, 113,535,111] 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: 16, 2017,] [added: 15, 2018,] are incorporated by reference into Part III of this Report, and certain sections of the registrant’s [removed: 2017] [added: 2018] Annual Report to Shareholders are incorporated by reference into Parts I and II of this Report.

10-K 1 sjm43018-10xk.htm 10-K

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

The table below lists all of our manufacturing and processing facilities at April 30, [removed: 2017.][added: 2018.]

[added: (A)] All of our properties are maintained and updated on a regular basis, and we continue to make investments for expansion and safety and technological improvements.

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

[added: (B)] Our corporate headquarters is located in Orrville, Ohio, and our Canadian headquarters is located in Markham, Ontario.

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

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

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

| Sherbrooke, Quebec | | Canned milk | | International and [removed: Foodservice] [added: Away From Home] |

| Suffolk, Virginia | | Coffee | | International and [removed: Foodservice] [added: Away From Home] |

| [removed: (A)] [added: (B)] | [removed: Our Harahan location is expected to close during 2018 as a result of our] [added: We] plan to [removed: consolidate production into one of] [added: close] our [removed: existing facilities] [added: offices] in [removed: New Orleans,] [added: San Francisco, Burbank, China, and Mexico during 2019,] as described in our [removed: 2017] [added: 2018] Annual Report to Shareholders under “Note 3: Integration and Restructuring Costs.” |

| [removed: (B)] [added: (C)] | We lease our coffee silo facility in New Orleans and our facilities in Seattle. |

Production is expected to begin at the Longmont facility during 2020.

(B)

| (A) | With the completion of the Ainsworth acquisition, as described in our 2018 Annual Report to Shareholders under “Note 2: Acquisitions,” we own two additional manufacturing facilities in Meadville, Pennsylvania, and Frontenac, Kansas, which are not reflected in the table above. Several administrative and distribution facilities were also included in the transaction, virtually all of which are leased properties. |

| | |

| --- | --- |

| Harahan, Louisiana (A) | | Coffee | | International and Foodservice |

The names, ages as of June 15, [removed: 2017,] [added: 2018,] and current positions of the executive officers are listed below.

| Richard K. Smucker | | [removed: 69] [added: 70] | | [removed: 44] [added: 45] | | Executive Chairman (A) | | 1974 |

| Mark T. Smucker | | [removed: 47] [added: 48] | | [removed: 19] [added: 20] | | President and Chief Executive Officer (B) | | 2001 |

| Mark R. Belgya | | [removed: 56] [added: 57] | | [removed: 32] [added: 33] | | Vice Chair and Chief Financial Officer (C) | | 1997 |

| Barry C. Dunaway | | [removed: 54] [added: 55] | | [removed: 30] [added: 31] | | President, Pet Food and Pet Snacks (D) [added: (J)] | | 2001 |

| Jeannette L. Knudsen | | [removed: 47] [added: 48] | | [removed: 14] [added: 15] | | Senior Vice President, General Counsel and Secretary [removed: (E)] [added: (F)] | | 2009 |

| David J. Lemmon | | [removed: 49] [added: 50] | | [removed: 23] [added: 24] | | President, [removed: Canada] [added: Canada, International,] and [removed: International (F)] [added: U.S. Away From Home (G) (J)] | | 2012 |

| Jill R. Penrose | | [removed: 44] [added: 45] | | [removed: 13] [added: 14] | | Senior Vice President, Human Resources and Corporate Communications (H) | | 2014 |

| [removed: (E)] [added: (F)] | 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: (F)] [added: (G)] | Mr. Lemmon was elected to his present position in [removed: May 2016,] [added: August 2017,] having served as Vice President and [removed: Managing Director, Canada and] [added: General Manager,] International since [removed: April 2015.] [added: January 2016.] Prior to that time, he served as Vice President and Managing Director, Canada [added: and International] since [added: April 2015 and Vice President and Managing Director, Canada since] May 2012. |

| [removed: (G)] [added: (I)] | Mr. [removed: Oakland] [added: Stanziano] was elected to his present position in [removed: May 2016,] [added: February 2018,] having served as [removed: President, Coffee] [added: Senior Vice President] and [removed: Foodservice] [added: General Manager, Consumer Foods] since [removed: April 2015.] [added: October 2017.] Prior to that time, he served as [added: Vice President and General Manager, Consumer since February 2016 and Vice] President, [removed: International, Foodservice,] [added: General Manager - Peanut Butter] and [removed: Natural Foods] [added: Snacking] since [removed: May 2011.] [added: April 2012.] |

| Tina R. Floyd | | 52 | | 23 | | Senior Vice President and General Manager, Consumer Foods(E) | | 2018 |

| Joseph Stanziano | | 51 | | 21 | | Senior Vice President and General Manager, Coffee (I) | | 2018 |

| (E) | Ms. Floyd was elected to her present position in February 2018, having served as Vice President and General Manager, Foodservice since February 2016. Prior to that time, she served as Vice President, Marketing - Consumer Foods since April 2012. |

| | |

| --- | --- |

| | |

| --- | --- |

| (J) | Effective June 25, 2018, Mr. Lemmon will assume the position of President, Pet Food and Pet Snacks, and Mr. Dunaway will assume the position of Executive Advisor, Pet, until his retirement on July 31, 2018. |

| | |

| --- | --- |

| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |

(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 2018 Annual Report to Shareholders under the captions “Stock Price Data” and “Comparison of Five-Year Cumulative Total Shareholder Return.”

(b) Not applicable.

(c) Issuer Purchases of Equity Securities

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

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

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

| Period | | (a) | | | (b) | | | | (c) | | | (d) | |

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

| February 1, 2018 - February 28, 2018 | | 10 | | | $ | 118.76 | | | — | | | 3,586,598 | |

| March 1, 2018 - March 31, 2018 | | 463 | | | 126.73 | | | | — | | | 3,586,598 | |

| April 1, 2018 - April 30, 2018 | | 438 | | | 120.55 | | | | — | | | 3,586,598 | |

| Total | | 911 | | | $ | 123.67 | | | — | | | 3,586,598 | |

Information set forth in the table above represents the activity in our fourth fiscal quarter.

(a) Shares in this column include shares repurchased from stock plan recipients in lieu of cash payments.

(d) As of April 30, 2018, there were 3,586,598 common shares remaining available for future repurchase pursuant to our Board of Directors' authorizations.

| Steven Oakland | | 56 | | 34 | | Vice Chair and President, U.S. Food and Beverage (G) | | 1999 |

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: 2017] [added: 2018] 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: Acquisition,”] [added: Acquisitions,”] and “Note 3: Integration and Restructuring Costs.”

Consolidated financial statements at April 30, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and for each of the years in the three-year period ended April 30, [removed: 2017,] [added: 2018,] 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: 2017] [added: 2018] Annual Report to Shareholders [removed: under the caption “Summary of Quarterly Results of Operations” and beginning with “Report of Management on Internal Control Over Financial Reporting” through “Note 18: Subsequent Event.”]

under the caption “Summary of Quarterly Results of Operations” and beginning with “Report of Management on Internal Control Over Financial Reporting” through “Note 17: Common 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: 2017] [added: 2018] (the “Evaluation Date”).

There were no changes in internal control over financial reporting that occurred during the fourth quarter ended April 30, [removed: 2017,] [added: 2018,] 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: 2017] [added: 2018] 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: 16, 2017.][added: 15, 2018.]

The Board of Directors has adopted a Code of Business Conduct and Ethics, last revised [removed: February 2015,] [added: January 2018,] which applies to our directors, principal executive officer, and principal financial and accounting officer.

The Board of Directors has adopted charters for each of the Audit, Executive Compensation, and [removed: Nominating] [added: Nominating, Governance,] and Corporate [removed: Governance] [added: Responsibility] committees and has also adopted Corporate Governance Guidelines.

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: 16, 2017.][added: 15, 2018.]

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: 16, 2017.][added: 15, 2018.]

The information required by this Item is incorporated by reference to the information set forth under the captions “Corporate Governance” and “Related Party Transactions” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August [removed: 16, 2017.][added: 15, 2018.]

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: 16, 2017.][added: 15, 2018.]

| | | See the Index of Exhibits beginning on page [removed: 22] [added: 24] of this Report. |

| Date: June [removed: 19, 2017] [added: 18, 2018] | The J. M. Smucker Company | |

| Mark T. Smucker | | President and Chief Executive Officer and Director (Principal Executive Officer) | | June [removed: 19, 2017] [added: 18, 2018] |

| Mark R. Belgya | | Vice Chair and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | June [removed: 19, 2017] [added: 18, 2018] |

| Timothy P. Smucker | | Chairman Emeritus | | June [removed: 19, 2017] [added: 18, 2018] |

| Richard K. Smucker | | Executive Chairman | | June [removed: 19, 2017] [added: 18, 2018] |

| Kathryn W. Dindo | | Director | | June [removed: 19, 2017] [added: 18, 2018] |

| Paul J. Dolan | | Director | | June [removed: 19, 2017] [added: 18, 2018] |

| Jay L. Henderson | | Director | | June [removed: 19, 2017] [added: 18, 2018] |

| Nancy Lopez [removed: Knight] [added: Russell] | | Director | | June [removed: 19, 2017] [added: 18, 2018] |

| Elizabeth Valk Long | | Director | | June [removed: 19, 2017] [added: 18, 2018] |

| Gary A. Oatey | | Director | | June [removed: 19, 2017] [added: 18, 2018] |

| Sandra Pianalto | | Director | | June [removed: 19, 2017] [added: 18, 2018] |

| Alex Shumate | | Director | | June [removed: 19, 2017] [added: 18, 2018] |

| Date: June [removed: 19, 2017] [added: 18, 2018] | | | | /s/ Jeannette L. Knudsen |

| [removed: 2.1] [added: [2.1](http://www.sec.gov/Archives/edgar/data/91419/000119312515032278/d864939dex21.htm)] | [removed: Agreement] [added: [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. | | 8-K | 2.1 | 2/4/2015] [added: L.P.](http://www.sec.gov/Archives/edgar/data/91419/000119312515032278/d864939dex21.htm)] |

| [removed: 2.2] [added: [2.3](http://www.sec.gov/Archives/edgar/data/1259045/000119312513466889/d597937dex103.htm)] | [removed: Purchase] [added: [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 | | 10-Q (A) | 10.3 | 12/9/2013] [added: Limited](http://www.sec.gov/Archives/edgar/data/1259045/000119312513466889/d597937dex103.htm)] |

| [removed: 3.1] [added: [3.1](http://www.sec.gov/Archives/edgar/data/91419/000119312513350382/d583394dex31.htm)] | [removed: Amended] [added: [Amended] Articles of Incorporation of The J. M. Smucker [removed: Company | | 10-Q | 3.1 | 8/28/2013] [added: Company](http://www.sec.gov/Archives/edgar/data/91419/000119312513350382/d583394dex31.htm)] |

| [removed: 4.1] [added: [4.1](http://www.sec.gov/Archives/edgar/data/91419/000095015209005495/l36585aexv4w1.htm)] | [removed: Rights] [added: [Rights] Agreement, dated as of May 20, 2009, by and between the Company and Computershare Trust Company, N.A., as rights [removed: agent | | 8-A | 4.1 | 5/21/2009] [added: agent](http://www.sec.gov/Archives/edgar/data/91419/000095015209005495/l36585aexv4w1.htm)] |

| [removed: 4.2] [added: [4.2](http://www.sec.gov/Archives/edgar/data/91419/000119312515032278/d864939dex41.htm)] | [removed: Amendment] [added: [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 | | 8-K | 4.1 | 2/4/2015] [added: agent](http://www.sec.gov/Archives/edgar/data/91419/000119312515032278/d864939dex41.htm)] |

| [removed: 4.3] [added: [4.3](http://www.sec.gov/Archives/edgar/data/91419/000119312516745256/d270847dex41.htm)] | [removed: Amendment] [added: [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 [removed: agent | | 8-K | 4.1 | 10/24/2016] [added: agent](http://www.sec.gov/Archives/edgar/data/91419/000119312516745256/d270847dex41.htm)] |

| [removed: 4.4] [added: [4.4](http://www.sec.gov/Archives/edgar/data/91419/000119312511273396/d244108dex41.htm)] | [removed: Indenture,] [added: [Indenture,] dated as of October 18, 2011, between the Company and U.S. Bank National [removed: Association | | 8-K | 4.1 | 10/18/2011] [added: Association](http://www.sec.gov/Archives/edgar/data/91419/000119312511273396/d244108dex41.htm)] |

| [removed: 4.5] [added: [4.5](http://www.sec.gov/Archives/edgar/data/91419/000119312511273396/d244108dex42.htm)] | [removed: First] [added: [First] Supplemental Indenture, dated as of October 18, 2011, among the Company, the guarantors party thereto, and U.S. Bank National [removed: Association | | 8-K | 4.2 | 10/18/2011] [added: Association](http://www.sec.gov/Archives/edgar/data/91419/000119312511273396/d244108dex42.htm)] |

| [removed: 4.6] [added: [4.6](http://www.sec.gov/Archives/edgar/data/91419/000119312511270080/d238964dex47.htm)] | [removed: Third] [added: [Third] Amended and Restated Intercreditor Agreement, dated June 11, 2010, among the administrative agents and other parties identified [removed: therein | | S-3 | 4.7 | 10/13/2011] [added: therein](http://www.sec.gov/Archives/edgar/data/91419/000119312511270080/d238964dex47.htm)] |

| [removed: 4.7] [added: [4.7](http://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex41.htm)] | [removed: Indenture,] [added: [Indenture,] dated as of March 20, 2015, between the Company and U.S. Bank National Association, as [removed: trustee | | 8-K | 4.1 | 3/23/2015] [added: trustee](http://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex41.htm)] |

| [removed: 4.8] [added: [4.8](http://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex41.htm)] | [removed: First] [added: [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 | | 8-K | 4.2 | 3/23/2015] [added: trustee](http://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex41.htm)] |

| [removed: 10.1] [added: [10.1](http://www.sec.gov/Archives/edgar/data/91419/0000950152-97-005304.txt)] | [removed: Nonemployee] [added: [Nonemployee] Director Stock Plan dated January 1, [removed: 1997* | | 10-K | 10(e) | 7/23/1997] [added: 1997*](http://www.sec.gov/Archives/edgar/data/91419/0000950152-97-005304.txt)] |

| [removed: 10.2] [added: [10.2](http://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex103.htm)] | [removed: The] [added: [The] J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, restated as of January 1, [removed: 2018* | | 10-Q | 10.3 | 2/24/2017] [added: 2018*](http://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex103.htm)] |

| [removed: 10.3] [added: [10.3](http://www.sec.gov/Archives/edgar/data/91419/000095012311024851/l41777exv10w2.htm)] | [removed: Amended] [added: [Amended] and Restated Consulting and Noncompete Agreement of Timothy P. Smucker, dated as of December 31, [removed: 2010* | | 10-Q | 10.2 | 3/11/2011] [added: 2010*](http://www.sec.gov/Archives/edgar/data/91419/000095012311024851/l41777exv10w2.htm)] |

| [removed: 10.4] [added: [10.4](http://www.sec.gov/Archives/edgar/data/91419/000095012311024851/l41777exv10w3.htm)] | [removed: Amended] [added: [Amended] and Restated Consulting and Noncompete Agreement of Richard K. Smucker, dated as of December 31, [removed: 2010* | | 10-Q | 10.3 | 3/11/2011] [added: 2010*](http://www.sec.gov/Archives/edgar/data/91419/000095012311024851/l41777exv10w3.htm)] |

| [removed: 10.5] [added: [10.5](http://www.sec.gov/Archives/edgar/data/91419/000095012311038750/l42493exv10w1.htm)] | [removed: Termination] [added: [Termination] Amendment to Amended and Restated Consulting and Noncompete Agreement of Timothy P. Smucker, dated as of April 25, [removed: 2011* | | 8-K | 10.1 | 4/25/2011] [added: 2011*](http://www.sec.gov/Archives/edgar/data/91419/000095012311038750/l42493exv10w1.htm)] |

| [removed: 10.6] [added: [10.6](http://www.sec.gov/Archives/edgar/data/91419/000095012311038750/l42493exv10w2.htm)] | [removed: Termination] [added: [Termination] Amendment to Amended and Restated Consulting and Noncompete Agreement of Richard K. Smucker, dated as of April 25, [removed: 2011* | | 8-K | 10.2 | 4/25/2011] [added: 2011*](http://www.sec.gov/Archives/edgar/data/91419/000095012311038750/l42493exv10w2.htm)] |

| [removed: 10.7] [added: [10.7](http://www.sec.gov/Archives/edgar/data/91419/000119312513087772/d478967dex103.htm)] | [removed: The] [added: [The] J. M. Smucker Company Voluntary Deferred Compensation Plan, amended and restated as of December 1, [removed: 2012* | | 10-Q | 10.3 | 3/1/2013] [added: 2012*](http://www.sec.gov/Archives/edgar/data/91419/000119312513087772/d478967dex103.htm)] |

| [removed: 10.8] [added: [10.8](http://www.sec.gov/Archives/edgar/data/91419/000095015206007135/l22003aexv10w1.htm)] | [removed: The] [added: [The] J. M. Smucker Company 2006 Equity Compensation Plan, effective August 17, [removed: 2006* | | 8-K | 10.1 | 8/21/2006] [added: 2006*](http://www.sec.gov/Archives/edgar/data/91419/000095015206007135/l22003aexv10w1.htm)] |

| [removed: 10.9] [added: [10.9](http://www.sec.gov/Archives/edgar/data/91419/000095012310079634/l40559exv10w1.htm)] | [removed: The] [added: [The] J. M. Smucker Company 2010 Equity and Incentive Compensation [removed: Plan* | | 8-K | 10.1 | 8/20/2010] [added: Plan*](http://www.sec.gov/Archives/edgar/data/91419/000095012310079634/l40559exv10w1.htm)] |

| [removed: 10.10] [added: [10.10](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1010.htm)] | [removed: Amendment] [added: [Amendment] No. 1 to The J. M. Smucker Company 2010 Equity and Incentive Compensation [removed: Plan* | X | | |] [added: Plan*](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1010.htm)] |

| [removed: 10.11] [added: [10.11](http://www.sec.gov/Archives/edgar/data/91419/000095012311024851/l41777exv10w1.htm)] | [removed: Omnibus] [added: [Omnibus] Amendment to Restricted Stock Agreements for Folgers Employees, dated as of November 4, [removed: 2010* | | 10-Q | 10.1 | 3/11/2011] [added: 2010*](http://www.sec.gov/Archives/edgar/data/91419/000095012311024851/l41777exv10w1.htm)] |

| [removed: 10.16] [added: [10.16](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1028.htm)] | [removed: Form] [added: [Form] of Special One-Time Grant of Restricted Stock [removed: Agreement* | | 10-K | 10.28 | 6/21/2013] [added: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1028.htm)] |

| [removed: 10.18] [added: [10.18](http://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex101.htm)] | [removed: Form] [added: [Form] of Special One-Time Grant of Restricted Stock [removed: Agreement* | | 10-Q | 10.1 | 11/22/2016] [added: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex101.htm)] |

| [removed: 10.19] [added: [10.19](http://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex102.htm)] | [removed: Form] [added: [Form] of Special One-Time Grant of Deferred Stock Units [removed: Agreement* | | 10-Q | 10.2 | 11/22/2016] [added: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex102.htm)] |

| Kirk L. Perry | | Director | | June 18, 2018 |

| * | | | | |

| * | | | | |

| Dawn C. Willoughby | | Director | | June 18, 2018 |

The following exhibits are either attached or incorporated herein by reference to another filing with the U.S. Securities and Exchange Commission.

| Exhibit Number | Exhibit Description |

| [2.2](https://www.sec.gov/Archives/edgar/data/91419/000009141918000005/sjm43018-10kex22.htm) | [First Amendment to Stock Purchase Agreement and Plan of Merger and Side Letter, dated as of May 14, 2018, by and among NU Pet Company, PR Merger Sub I, LLC, Ainsworth Pet Nutrition Parent, LLC, CP APN, Inc., CP APN, L.P., and, solely for the limited purpose set forth therein, The J. M. Smucker Company.](https://www.sec.gov/Archives/edgar/data/91419/000009141918000005/sjm43018-10kex22.htm) |

| [2.4](http://www.sec.gov/Archives/edgar/data/91419/000119312518107750/d512665dex21.htm) | [Stock Purchase Agreement and Plan of Merger, dated as of April 4, 2018, by and among NU Pet Company, PR Merger Sub I, LLC, Ainsworth Pet Nutrition Parent, LLC, CP APN, Inc., CP APN, L.P., and, solely for the limited purpose set forth therein, The J. M. Smucker Company.](http://www.sec.gov/Archives/edgar/data/91419/000119312518107750/d512665dex21.htm) |

| [3.2](http://www.sec.gov/Archives/edgar/data/91419/000119312517204794/d411458dex31.htm) | [Amended Regulations of The J. M. Smucker Company](http://www.sec.gov/Archives/edgar/data/91419/000119312517204794/d411458dex31.htm) |

| [4.9](http://www.sec.gov/Archives/edgar/data/91419/000119312517364964/d502236dex41.htm) | [Second Supplemental Indenture, dated as of December 7, 2017, between the Company and U.S. Bank National Association, as trustee](http://www.sec.gov/Archives/edgar/data/91419/000119312517364964/d502236dex41.htm) |

| --- | --- |

| | |

| Exhibit Number | Exhibit Description |

| [10.12](http://www.sec.gov/Archives/edgar/data/91419/000129993312000917/exhibit1.htm) | [Form of Restricted Stock Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000129993312000917/exhibit1.htm) |

| [10.13](http://www.sec.gov/Archives/edgar/data/91419/000129993312000917/exhibit2.htm) | [Form of Deferred Stock Units Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000129993312000917/exhibit2.htm) |

| [10.14](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1026.htm) | [Form of Restricted Stock Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1026.htm) |

| [10.15](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1027.htm) | [Form of Deferred Stock Units Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1027.htm) |

| [10.17](http://www.sec.gov/Archives/edgar/data/91419/000119312515310563/d39655dex101.htm) | [Form of Restricted Stock Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000119312515310563/d39655dex101.htm) |

| [10.20](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1020.htm) | [Form of Restricted Stock Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1020.htm) |

| [10.40](http://www.sec.gov/Archives/edgar/data/91419/000119312517275705/d450231dex101.htm) | [Revolving Credit Agreement, dated as of September 1, 2017, by and among the Company, Smucker Foods of Canada Corp., a federally incorporated Canadian corporation, Bank of America, N.A., as administrative agent, and the several financial institutions from time to time party thereto](http://www.sec.gov/Archives/edgar/data/91419/000119312517275705/d450231dex101.htm) |

| | |

| --- | --- |

| | |

| Exhibit Number | Exhibit Description |

| [10.44](http://www.sec.gov/Archives/edgar/data/91419/000119312517275705/d450231dex102.htm) | [Amendment No. 1, dated as of September 1, 2017, to the Term Loan Credit Agreement, by and among the Company, Bank of America, N.A., as administrative agent and as a lender, and the several financial institutions from time to time party thereto](http://www.sec.gov/Archives/edgar/data/91419/000119312517275705/d450231dex102.htm) |

| [10.45](http://www.sec.gov/Archives/edgar/data/91419/000119312518146699/d556043dex101.htm) | [Term Loan Credit Agreement, dated as of April 27, 2018, among the Company, as borrower, the lenders party thereto, and Bank of America, N.A., as administrative agent](http://www.sec.gov/Archives/edgar/data/91419/000119312518146699/d556043dex101.htm) |

| [21](https://www.sec.gov/Archives/edgar/data/91419/000009141918000005/sjm43018-10kex21.htm) | [Subsidiaries of the Registrant](https://www.sec.gov/Archives/edgar/data/91419/000009141918000005/sjm43018-10kex21.htm) |

| [23](https://www.sec.gov/Archives/edgar/data/91419/000009141918000005/sjm43018-10kex23.htm) | [Consent of Independent Registered Public Accounting Firm](https://www.sec.gov/Archives/edgar/data/91419/000009141918000005/sjm43018-10kex23.htm) |

| [24](https://www.sec.gov/Archives/edgar/data/91419/000009141918000005/sjm43018-10kex24.htm) | [Powers of Attorney](https://www.sec.gov/Archives/edgar/data/91419/000009141918000005/sjm43018-10kex24.htm) |

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| Report of Management on Responsibility for Financial Reporting | 48 |

INDEX OF EXHIBITS

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

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

| 3.2 | Amended Regulations of The J. M. Smucker Company | | 8-K | 3.1 | 6/15/2017 |

| 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 |

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

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

| 10.12 | Form of Restricted Stock Agreement* | | 8-K | 10.1 | 4/20/2012 |

| 10.13 | Form of Deferred Stock Units Agreement* | | 8-K | 10.2 | 4/20/2012 |

| 10.14 | Form of Restricted Stock Agreement* | | 10-K | 10.26 | 6/21/2013 |

| 10.15 | Form of Deferred Stock Units Agreement* | | 10-K | 10.27 | 6/21/2013 |

| 10.17 | Form of Restricted Stock Agreement* | | 10-Q | 10.1 | 9/2/2015 |

| 10.20 | Form of Restricted Stock Agreement* | X | | | |

| 10.30 | Form of Nonstatutory Stock Option Agreement between the Company and the Optionee (three-year vesting)* | | 8-K | 10.3 | 3/23/2015 |

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

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

| 10.42 | 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 |

| 21 | Subsidiaries of the Registrant | X | | | |

| 24 | Powers of Attorney | X | | | |

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

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

(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).

| Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements | 39 |

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

(b) Not applicable.

(c) Issuer Purchases of Equity Securities

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

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| Period | | (a) | | | (b) | | | | (c) | | | (d) | |

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

| 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 | |

Information set forth in the table above represents the activity in our fourth fiscal quarter.

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| (a) | This column includes shares repurchased as part of publicly announced plans as well as shares repurchased from stock plan recipients in lieu of cash payments. |

(c) During the fourth quarter, we repurchased 3,000,000 common shares under the 10b5-1 trading plan entered into on February 22, 2017.

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