Cover and table of contents
10K characters. Original on sec.gov · Markdown
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended April 30, 2020
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 001-5111
THE J. M. SMUCKER COMPANY
(Exact name of registrant as specified in its charter)
| Ohio | 34-0538550 | |||||||||||||||||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||||||||
| One Strawberry Lane | ||||||||||||||||||||||||||||||||
| Orrville, | Ohio | 44667-0280 | ||||||||||||||||||||||||||||||
| (Address of principal executive offices) | (Zip code) | |||||||||||||||||||||||||||||||
| Registrant’s telephone number, including area code | (330) | 682-3000 | ||||||||||||||||||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||||||||||||||||||||
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||||||||||||||||||||
| Common shares, no par value | SJM | New York Stock Exchange | ||||||||||||||||||||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large Accelerated Filer | ☒ | Accelerated filer | ☐ | |||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||||||||
| Emerging growth company | ☐ |
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. ☐
Indicate by checkmark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the common shares held by nonaffiliates of the registrant at October 31, 2019, was $11,446,124,922.
As of June 12, 2020, 114,043,184 common shares of The J. M. Smucker Company were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
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 19, 2020, are incorporated by reference into Part III of this Annual Report on Form 10-K.
TABLE OF CONTENTS
| PART I. | Page No. | ||||||||||
| Item 1. | Business | 2 | |||||||||
| Item 1A. | Risk Factors | 7 | |||||||||
| Item 1B. | Unresolved Staff Comments | 16 | |||||||||
| Item 2. | Properties | 17 | |||||||||
| Item 3. | Legal Proceedings | 17 | |||||||||
| Item 4. | Mine Safety Disclosures | 17 | |||||||||
| PART II. | |||||||||||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 18 | |||||||||
| Item 6. | Selected Financial Data | 19 | |||||||||
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 | |||||||||
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 34 | |||||||||
| Item 8. | Financial Statements and Supplementary Data | 36 | |||||||||
| Item 9. | Changes In and Disagreements with Accountants on Accounting and Financial Disclosures | 78 | |||||||||
| Item 9A. | Controls and Procedures | 78 | |||||||||
| Item 9B. | Other Information | 78 | |||||||||
| PART III. | |||||||||||
| Item 10. | Directors, Executive Officers and Corporate Governance | 79 | |||||||||
| Item 11. | Executive Compensation | 79 | |||||||||
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 79 | |||||||||
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 79 | |||||||||
| Item 14. | Principal Accounting Fees and Services | 79 | |||||||||
| PART IV. | |||||||||||
| Item 15. | Exhibits and Financial Statement Schedules | 80 | |||||||||
| Signatures | 83 |
PART I