A Dark Vector Cognition product

Item 15. Exhibits and Financial Statement Schedules.

26K 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 24 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 18, 2018The 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 18, 2018
/s/ Mark R. Belgya
Mark R. BelgyaVice Chair and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)June 18, 2018
*
Timothy P. SmuckerChairman EmeritusJune 18, 2018
*
Richard K. SmuckerExecutive ChairmanJune 18, 2018
*
Kathryn W. DindoDirectorJune 18, 2018
*
Paul J. DolanDirectorJune 18, 2018
*
Jay L. HendersonDirectorJune 18, 2018
*
Elizabeth Valk LongDirectorJune 18, 2018
*
Gary A. OateyDirectorJune 18, 2018
*
Kirk L. PerryDirectorJune 18, 2018
*
Sandra PianaltoDirectorJune 18, 2018
*
Nancy Lopez RussellDirectorJune 18, 2018
*
Alex ShumateDirectorJune 18, 2018
*
Dawn C. WilloughbyDirectorJune 18, 2018
*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 18, 2018/s/ Jeannette L. Knudsen
By:Jeannette L. Knudsen Attorney-in-Fact

INDEX OF EXHIBITS

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

Exhibit NumberExhibit Description
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.
2.2First 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.
2.3Purchase Agreement dated as of October 9, 2013, among Del Monte Corporation, Del Monte Foods Consumer Products, Inc., and, for the limited purposes set forth therein, Del Monte Pacific Limited
2.4Stock 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.
3.1Amended Articles of Incorporation of The J. M. Smucker Company
3.2Amended Regulations of The J. M. Smucker Company
4.1Rights Agreement, dated as of May 20, 2009, by and between the Company and Computershare Trust Company, N.A., as rights agent
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 agent
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 agent
4.4Indenture, dated as of October 18, 2011, between the Company and U.S. Bank National Association
4.5First Supplemental Indenture, dated as of October 18, 2011, among the Company, the guarantors party thereto, and U.S. Bank National Association
4.6Third Amended and Restated Intercreditor Agreement, dated June 11, 2010, among the administrative agents and other parties identified therein
4.7Indenture, dated as of March 20, 2015, between the Company and U.S. Bank National Association, as trustee
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 trustee
4.9Second Supplemental Indenture, dated as of December 7, 2017, between the Company and U.S. Bank National Association, as trustee
10.1Nonemployee Director Stock Plan dated January 1, 1997*
10.2The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, restated as of January 1, 2018*
10.3Amended and Restated Consulting and Noncompete Agreement of Timothy P. Smucker, dated as of December 31, 2010*
10.4Amended and Restated Consulting and Noncompete Agreement of Richard K. Smucker, dated as of December 31, 2010*
10.5Termination Amendment to Amended and Restated Consulting and Noncompete Agreement of Timothy P. Smucker, dated as of April 25, 2011*
10.6Termination Amendment to Amended and Restated Consulting and Noncompete Agreement of Richard K. Smucker, dated as of April 25, 2011*
10.7The J. M. Smucker Company Voluntary Deferred Compensation Plan, amended and restated as of December 1, 2012*
10.8The J. M. Smucker Company 2006 Equity Compensation Plan, effective August 17, 2006*
10.9The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan*
10.10Amendment No. 1 to The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan*
10.11Omnibus Amendment to Restricted Stock Agreements for Folgers Employees, dated as of November 4, 2010*

INDEX OF EXHIBITS

Exhibit NumberExhibit Description
10.12Form of Restricted Stock Agreement*
10.13Form of Deferred Stock Units Agreement*
10.14Form of Restricted Stock Agreement*
10.15Form of Deferred Stock Units Agreement*
10.16Form of Special One-Time Grant of Restricted Stock Agreement*
10.17Form of Restricted Stock Agreement*
10.18Form of Special One-Time Grant of Restricted Stock Agreement*
10.19Form of Special One-Time Grant of Deferred Stock Units Agreement*
10.20Form of Restricted Stock Agreement*
10.21Form of Deferred Stock Units Agreement*
10.22The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2007)*
10.23The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2014)*
10.24The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, restated effective as of May 1, 2015*
10.25Amendment No. 1 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of December 31, 2016*
10.26The J. M. Smucker Company Restoration Plan, amended and restated effective as of January 1, 2013*
10.27Amendment No. 1 to The J. M. Smucker Company Restoration Plan, dated as of May 1, 2015*
10.28Amendment No. 2 to The J. M. Smucker Company Restoration Plan, dated as of December 31, 2016*
10.29Form of Nonstatutory Stock Option Agreement between the Company and the Optionee (three-year vesting)*
10.30Form of Amended and Restated Change in Control Severance Agreement between the Company and the Officer party thereto*
10.31Form of Indemnity Agreement between the Company and the Officer party thereto*
10.32The J. M. Smucker Company 1998 Equity and Performance Incentive Plan (as amended and restated effective as of June 6, 2005)*
10.33Amended and Restated Asset Purchase and Sale Agreement, dated as of October 24, 2001, by and among General Mills, Inc., The Pillsbury Company, and International Multifoods Corporation
10.34Retail Trademark License Agreement, dated November 13, 2001, between The Pillsbury Company and International Multifoods Corporation
10.35Amendment to Retail Trademark License Agreement, dated December 23, 2002, between The Pillsbury Company and International Multifoods Corporation
10.36Closing Agreement, dated as of November 13, 2001, by and among General Mills, Inc., The Pillsbury Company, and International Multifoods Corporation
10.37Omnibus 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.
10.38Tax Matters Agreement between The Procter & Gamble Company, The Folgers Coffee Company, and the Company, dated November 6, 2008
10.39Intellectual Property Matters Agreement between The Procter & Gamble Company and The Folgers Coffee Company, dated November 6, 2008
10.40Revolving 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
10.41Amendment No. 1 to Credit Agreement dated as of April 27, 2018, to the Revolving Credit Agreement, dated as of September 1, 2017, among the Company and Smucker Foods of Canada Corp., as borrowers, the lenders party thereto, and Bank of America, N.A., as administrative agent

INDEX OF EXHIBITS

Exhibit NumberExhibit Description
10.42Form of Commercial Paper Dealer Agreement between the Company, as Issuer, and the Dealer party thereto
10.43Term Loan Credit Agreement, dated as of March 2, 2015, among the Company, as borrower, the lenders and guarantors party thereto, and Bank of America, N.A., as administrative agent
10.44Amendment 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
10.45Term 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
12.1Computation of Ratio of Earnings to Fixed Charges
13Excerpts from our 2018 Annual Report to Shareholders. Such Annual Report, except those portions thereof that are expressly incorporated herein by reference, is furnished for the information of the Commission only and is not deemed to be filed as part of this Annual Report on Form 10-K
21Subsidiaries of the Registrant
23Consent of Independent Registered Public Accounting Firm
24Powers of Attorney
31.1Certifications of Mark T. Smucker pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
31.2Certifications of Mark R. Belgya pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
32Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
  • Identifies exhibits that consist of a management contract or compensatory plan or arrangement.

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 2018 Annual Report to Shareholders of The J. M. Smucker Company:
Report of Management on Internal Control Over Financial Reporting45
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting46
Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements47
Report of Management on Responsibility for Financial Reporting48
Consolidated Balance Sheets at April 30, 2018 and 201750-51
For the years ended April 30, 2018, 2017, and 2016:
Statements of Consolidated Income49
Statements of Consolidated Comprehensive Income49
Statements of Consolidated Cash Flows52
Statements of Consolidated Shareholders’ Equity53
Notes to Consolidated Financial Statements54-85

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.