J.M. Smucker (SJM) 10-K risk factor changes: FY2020 vs FY2019

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

[removed: Our] [added: Our] proprietary brands, packaging designs, and manufacturing methods are essential to the value of our business, and the inability to protect these could harm the value of our brands and adversely affect our sales and [removed: profitability.][added: profitability.]

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

[removed: We] [added: We] use a single national broker to represent a portion of our branded products to the retail grocery trade and any failure by the broker to effectively represent us could adversely affect our [removed: business.][added: business.]

[removed: Loss] [added: Loss] or interruption of supply from single-source suppliers of raw materials and finished goods could have a disruptive effect on our business and adversely affect our results of [removed: operations.][added: operations.]

We have elected to source certain raw materials, such as packaging for our [removed: Folgers] [added: *Folgers*] coffee products, as well as our [removed: Jif] [added: *Jif*] peanut butter and [removed: Crisco] [added: *Crisco*] oil products, and finished goods, such as K-Cup® pods and our [removed: Pup-Peroni] [added: *Pup-Peroni*] dog snacks, from single sources of supply.

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

[removed: Our] [added: Our] results may be adversely impacted as a result of increased cost, limited availability, and/or insufficient quality of raw materials, including commodities and agricultural [removed: products.][added: products.]

The prices of these commodities, agricultural products, and other materials are subject to volatility and can fluctuate due to conditions that are difficult to predict, including global supply and demand, commodity market fluctuations, crop sizes and yield fluctuations, weather, natural disasters, [added: pandemic illness (such as the COVID-19 outbreak),] foreign currency fluctuations, investor speculation, trade agreements, political unrest, consumer demand, and changes in governmental agricultural programs.

[removed: In addition, we] [added: We also] compete for certain raw materials, notably corn and soy-based agricultural products, with the biofuels industry, which has resulted in increased prices for these raw materials.

[removed: Our] [added: Our] efforts to manage commodity, foreign currency exchange, and other price volatility through derivative instruments could adversely affect our results of operations and financial [removed: condition.][added: condition.]

[removed: We] [added: We] may be limited in our ability to pass cost increases on to our customers in the form of price increases or may realize a decrease in sales volume to the extent price increases are [removed: implemented.][added: implemented.]

Accordingly, sales volumes of our branded products could be reduced or lead to a shift in sales mix [removed: toward our lower-margin offerings.]

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

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

[removed: A] [added: A] significant interruption in the operation of any of our supply chain or distribution capabilities could have an adverse effect on our business, financial condition, and results of [removed: operations.][added: operations.]

A significant interruption in the operation of any of our manufacturing or distribution capabilities, or the manufacturing or distribution capabilities of our suppliers, distributors, or contract manufacturers, or a service failure by a third-party service provider, whether as a result of adverse weather conditions or a natural disaster, work stoppage, terrorism, pandemic [removed: illness,] [added: illness (such as the COVID-19 outbreak),] or other causes, could significantly impair our ability to operate our business.

[removed: Notably,] [added: In particular,] substantially all of our coffee production takes place in New Orleans, Louisiana, [removed: which] [added: and] is subject to risks associated with hurricane and other weather-related [removed: events.][added: events, and some of our production facilities are located in places where tornadoes or wildfires can frequently occur, such as Alabama, Kansas, and California.]

[removed: Our] [added: Our] business could be harmed by strikes or work [removed: stoppages.][added: stoppages.]

As of April 30, [removed: 2019,] [added: 2020,] 24 percent of our full-time employees, located at nine manufacturing locations, are covered by collective bargaining agreements.

These contracts vary in term depending on location, with [removed: seven] [added: two] contracts expiring in [removed: 2020,] [added: 2021,] representing [removed: 19] [added: 2] percent of our total employees.

[removed: Our] [added: Our] ability to competitively serve customers depends on the availability of reliable transportation.

Increases in logistics and other transportation-related costs could adversely impact our results of [removed: operations.][added: operations.]

Disruption to the timely supply of these services or increases in the cost of these services for any reason, including availability or cost of fuel, regulations affecting the industry, labor shortages in the transportation industry, service failures by third-party service providers, accidents, [removed: or] natural disasters, [added: or a pandemic illness (such as COVID-19),] which may impact the transportation infrastructure or demand for transportation services, could have an adverse effect on our ability to serve our customers, and could have a material adverse effect on our business, financial condition, and results of operations.

[removed: Our] [added: Our] operations are subject to the general risks of the food [removed: industry.][added: industry.]

[removed: A significant product recall or a product] liability judgment, involving either us or our competitors, could also result in a loss of consumer confidence in our food products or the food category, and an actual or perceived loss of value of our brands, materially impacting consumer demand.

[removed: Changes] [added: Changes] in our relationships with significant customers, including the loss of our largest customer, could adversely affect our results of [removed: operations.][added: operations.]

Sales to Walmart Inc. and subsidiaries amounted to 32 percent of net sales in [removed: 2019.][added: 2020.]

Trade receivables at April 30, [removed: 2019,] [added: 2020,] included amounts due from Walmart Inc. and subsidiaries of [removed: $137.7] [added: $131.9] million, or [removed: 27] [added: 24] percent of the total trade receivables balance.

During [removed: 2019,] [added: 2020,] our top 10 customers, collectively, accounted for approximately 60 percent of consolidated net sales.

[removed: We] [added: We] operate in the competitive food industry and continued demand for our products may be affected by our failure to effectively compete or by changes in consumer [removed: preferences.][added: preferences.]

Category share and growth could also be adversely impacted if we are not successful in introducing new [added: products.]

[removed: The] [added: The] success of our business depends substantially on consumer perceptions of our [removed: brands.][added: brands.]

[removed: If we are unable to build and sustain brand equity by offering recognizably] superior products, we may be unable to maintain premium pricing over [removed: generic and] private label products.

In addition, anything that harms the [removed: Dunkin’ Donuts] [added: *Dunkin’*] or [removed: Rachael Ray] [added: *Rachael Ray*] brands could adversely affect the success of our exclusive licensing agreements with the owners of these brands.

[removed: We] [added: We] could be subject to adverse publicity or claims from [removed: consumers.][added: consumers.]

[removed: We] [added: We] may not be able to attract, develop, and retain the highly skilled people we need to support our [removed: business.][added: business.]

We may not be able to locate suitable replacements for any key employees who leave or [added: to] offer employment to potential replacements on reasonable terms, each of which may adversely affect our business and financial results.

[removed: Our] [added: 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 Ainsworth acquisition or those benefits may take longer to realize than [removed: expected.][added: expected.]

The outbreak of the novel coronavirus (“COVID-19”) could negatively impact our business and results of operations.

The continued spread of COVID-19 throughout the United States and the international community has had, and could continue to have, a negative impact on financial markets, economic conditions, and portions of our business and industry.

COVID-19 could negatively impact our business and results of operations in a number of ways, including, but not limited to, the following:

- a shutdown or slowdown of one or more of our manufacturing facilities due to illness could significantly disrupt our

production capabilities, particularly with respect to our coffee production, substantially all of which takes place in New Orleans, Louisiana;

- a slowdown or stoppage in our supply chain could result from government restrictions or labor shortages due to illness or if our suppliers, vendors, distributors, or third-party manufacturers fail to meet their obligations to us or experience disruptions in their ability to do so;

- a strain on our supply chain could result from increased consumer demand at our retail and e-commerce customers;

- an increase in commodity and other input costs could result from market volatility, particularly with respect to animal protein meals and fats, the supply chain for which has been significantly disrupted by COVID-19;

- a significant portion of our workforce, including our management team, could become unable to work as a result of

illness or government restrictions, or the attention of our management team could be diverted if any key employees

become ill from COVID-19 and are unable to work;

- an impairment in the carrying value of goodwill or intangible assets or a change in the useful life of definite-lived

intangible assets could occur if there are sustained changes in consumer purchasing behaviors, government restrictions, financial results, or a deterioration of macroeconomic conditions;

- a decrease in demand for away from home establishments, resulting from government restrictions and social distancing measures, has adversely affected, and may continue to adversely affect, our away from home operations;

- an increase in working capital needs could occur, caused by an increase in days sales outstanding or an extension of

payment terms by our customers or a reduction of payment terms by our suppliers resulting from increased financial

pressures;

- a change in demand resulting from restrictions on social interactions could affect customers’ and consumers’ plans to purchase or methods of purchasing our products;

- a change in demand for or availability of our products could result from retailers, distributors, or carriers modifying

their restocking, fulfillment, or shipping practices;

- a shift in consumer spending as a result of the economic downturn could result in consumers moving to private label or competitive products or our lower-priced products;

- a change in trade promotions and marketing activities could occur in response to changes in consumer viewing and

shopping habits resulting from the cancellation of major events, travel restrictions, and changes in in-store shopping

practices;

- a fluctuation in foreign currency exchange rates or interest rates could result from market uncertainties;

- an increase in the cost or the difficulty to obtain debt or equity financing, or to refinance our debt in the future, could

affect our financial condition or our ability to fund operations or future investment opportunities; and

- an increase in regulatory restrictions or continued market volatility could hinder our ability to implement price increases resulting from commodity or other input cost increases or to execute strategic business activities, including

acquisitions and divestitures.

In particular, the supply chain for animal protein meals and fats has been significantly disrupted by the COVID-19 pandemic, and therefore, the price for these commodities has increased and may continue to increase due to such disruptions.

toward our lower-margin offerings.

In addition, we are actively monitoring COVID-19 and its impact on our supply chain and consolidated results of operations, which could be negatively impacted in a number of ways, as previously noted.

A significant product recall or a product

If we are unable to build and sustain brand equity by offering recognizably

We must leverage our brand value to compete against private label products.

In nearly all of our product categories, we compete against branded products as well as private label products.

Our products must provide higher value and/or quality to our consumers than alternatives, particularly during periods of economic uncertainty.

Consumers may not buy our products if relative differences in value and/or quality between our products and private label products change in favor of competitors’ products or if consumers perceive this type of change.

If consumers prefer private label products, which are typically sold at lower prices, then we could lose category share or sales volumes or shift our product mix to lower margin offerings, which could have a material effect on our business and consolidated financial position and on the consolidated results of our operations and profitability.

Furthermore, as a result of COVID-19, we may experience an increase in the cost of or the difficulty to obtain debt or equity financing, or to refinance our debt in the future, which could also affect our financial condition or our ability to fund operations or future investment opportunities.

Additionally, some of our production facilities are located in places where tornadoes or wildfires can frequently occur, such as Alabama, Kansas, and California.

products.

anticipated synergies and cost savings, or the expected increases in revenues and operating results, either of which could have a material adverse effect on our financial results.

| | |

| --- | --- |

April 30, 2019.

We could also face

(Dollars and shares in millions, unless otherwise noted, except per share data)

Company Background

Inspired by more than 120 years of business success and five generations of family leadership, The J. M. Smucker Company makes food that people and pets love.

The Company’s portfolio of 40+ brands, which are found in 90 percent of U.S. homes and countless away from home dining locations, include iconic products consumers have always loved such as *Folgers*, *Jif*, and *Milk-Bone*, plus new favorites like *Café Bustelo*, *Smucker’s* *Uncrustables*, and *Rachael Ray* *Nutrish*.

Over the past two decades, the Company has grown by thoughtfully acquiring leading and emerging brands, while ensuring the business has a positive impact on its 7,000+ employees, the communities it is a part of, and the planet.

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

The U.S. retail market segments in total comprised 87 percent of net sales in 2020 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.

In the U.S. retail market segments, our products are sold primarily to food retailers, club stores, discount and dollar stores, food wholesalers, online retailers, pet specialty stores, natural foods stores and distributors, drug stores, military commissaries, and mass merchandisers.

The products included in the International and Away From Home segment are distributed domestically and in foreign countries through retail channels and foodservice distributors and operators (e.g., health care operators, restaurants, lodging, hospitality, offices, K-12, colleges and universities, and convenience stores).

Strategic Overview

We remain rooted in our *Basic Beliefs* of *Quality, People, Ethics, Growth,* and *Independence* established by our founder and namesake, Jerome Smucker, more than a century ago.

Today, these *Basic Beliefs* are the core of our unique corporate culture and serve as a foundation for decision-making and actions.

We have been led by five generations of family leadership, having had only six chief executive officers in 123 years.

This continuity of management and thought extends to the broader leadership team that embodies the values and embraces the business practices that have contributed to our consistent growth.

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

Our strategic growth objectives include increasing net sales by 2 to 3 percent and operating income excluding non-GAAP adjustments (“adjusted operating income”) by 5 percent on average over the long term.

Related to income per diluted share excluding non-GAAP adjustments (“adjusted earnings per share”), our strategic growth objective is to achieve an average increase of 8 percent over the long term.

We expect organic growth, including new products, to drive much of our top-line growth, while the contribution from acquisitions will vary from year to year.

Our non-GAAP adjustments include amortization expense and impairment charges related to intangible assets, integration and restructuring costs, and unallocated gains and losses on commodity and foreign currency exchange derivatives.

Refer to “Non-GAAP Financial Measures” in this discussion and analysis for additional information.

Due to the unknown and potentially prolonged impact of COVID-19, we may experience difficulties or be delayed in achieving our long-term strategies; however, we continue to evaluate the effects from COVID-19 on our long-term growth objectives.

Net sales has increased at a compound annual growth rate of 7 percent over the past five years, while adjusted operating income and adjusted earnings per share have increased at a rate of 9 percent and 14 percent, respectively, over the same period.

These increases were primarily driven by the acquisitions of Big Heart in 2015 and Ainsworth in 2019.

Net cash provided by operating activities has increased at a compound annual growth rate of 11 percent.

Our cash deployment strategy is to balance reinvesting in our business through acquisitions and capital expenditures with returning cash to our shareholders through the payment of dividends and share repurchases.

Our deployment strategy also includes a significant focus on debt repayment.

On May 14, 2018, we acquired the equity of Ainsworth in an all-cash transaction, which was funded by debt and valued at $1.9 billion.

Ainsworth was a leading producer, distributor, and marketer of premium pet food and pet snacks, predominantly within the U.S. As anticipated, we fully realized approximately $55.0 of annual cost synergies related to this acquisition by the end of 2020.

On August 31, 2018, we sold our U.S. baking business to Brynwood Partners VII L.P. and Brynwood Partners VIII L.P., subsidiaries of Brynwood Partners, an unrelated party.

The transaction included products that were primarily sold in U.S. retail channels under the *Pillsbury*, *Martha White*, *Hungry Jack*, *White Lily*, and *Jim Dandy* brands, along with all relevant trademarks and licensing agreements, and our manufacturing facility in Toledo, Ohio.

This business generated net sales of approximately $370.0 in 2018, primarily in the U.S. Retail Consumer Foods segment.

The transaction did not include our baking business in Canada.

We received proceeds from the divestiture of $369.5, which were net of cash transactions costs and included a working capital adjustment.

During 2019, we recognized a pre-tax gain of $27.7 related to this transaction, which was included in other operating expense (income) – net within the Statement of Consolidated Income.

COVID-19

The continued spread of COVID-19 throughout the United States and the international community has had, and could continue to have, a negative impact on financial markets, economic conditions, and portions of our business and industry.

We are committed to supporting our employees and communities, while ensuring people and pets have access to a steady supply of food through the following initiatives:

- Financial assistance provided to employees in the form of a $1,500 hardship award to front-line employees, up to

12 weeks of full pay and benefits continuation for employees unable to perform their roles, 14 days of paid sick leave to individuals with and/or caring for family members with COVID-19, and an assistance fund seeded with $100,000 to support employees significantly impacted;

- 100 percent payment of COVID-19 testing for employees and all virtual health screenings conducted by our insurance provider;

[removed: DERIVATIVE] [added: DERIVATIVE] FINANCIAL INSTRUMENTS AND MARKET [removed: RISK][added: RISK]

[removed: Interest] [added: Interest] Rate [removed: Risk:] [added: Risk:] The fair value of our cash and cash equivalents at April 30, [removed: 2019,] [added: 2020,] approximates carrying value.

Our interest rate exposure primarily includes U.S. Treasury rates, LIBOR, and commercial paper rates in the U.S. [added: The Financial Conduct Authority in the United Kingdom has stated that it will not require banks to submit LIBOR beyond 2021.]

The [removed: termination resulted in a gain of $2.7, which] [added: loss] was deferred and included as a component of accumulated other comprehensive income (loss) and is being amortized as [removed: a reduction to] interest expense over the life of the debt.

At April 30, [removed: 2019,] [added: 2020,] the remaining benefit of [removed: $20.5] [added: $12.4] was recorded as an increase in the long-term debt balance.

100-basis-point decrease in interest rates at April 30, [removed: 2019,] [added: 2020,] would increase the fair value of our long-term debt by [removed: $283.9.][added: $416.6.]

[removed: Foreign] [added: Foreign] Currency Exchange [removed: Risk:] [added: Risk:] We have operations outside the U.S. with foreign currency denominated assets and liabilities, primarily denominated in Canadian currency.

The foreign currency balance sheet exposures as of April 30, [removed: 2019,] [added: 2020,] are not expected to result in a significant impact on future earnings or

We utilize foreign currency derivatives to manage the effect of foreign currency exchange fluctuations on future cash payments [removed: in Canada,] primarily related to purchases of certain raw materials and finished goods.

Based on our hedged foreign currency positions as of April 30, [removed: 2019,] [added: 2020,] a hypothetical 10 percent change in exchange rates would not materially impact the fair value.

Revenues from customers outside the U.S., subject to foreign currency exchange, represented [removed: 5] [added: 6] percent of net sales during [removed: 2019.][added: 2020.]

[removed: Commodity] [added: Commodity] Price [removed: Risk:] [added: Risk:] We use certain raw materials and other commodities that are subject to price volatility caused by supply and demand conditions, political and economic variables, weather, investor speculation, and other unpredictable factors.

| | [added: | |] Year Ended April 30, | | | | | | | [added: | | | | | | | |]

| High | [added: | |] $ | [removed: 51.6] [added: 37.8] | | | [added: | |] $ | [removed: 36.0] [added: 51.6] | | [added: | | | | | |]

| Low | [added: | | 14.5 | | | | | |] 25.3 | | | | [removed: 17.0] | | | [added: | |]

| Average | [added: | | 26.9 | | | | | |] 37.0 | | | | [removed: 26.8] | | | [added: | |]

| | [removed: 2019] | | [added: 2020] | | | | | | [added: 2019] | | | | | | | [added: | |]

We do not anticipate a significant impact to our financial position as a result of this action given our current mix of variable- and fixed-rate debt.

These

interest rate contracts were designated as cash flow hedges.

In March 2020, we terminated the interest rate contracts

concurrent with the pricing of the Senior Notes due March 15, 2030, and March 15, 2050, which resulted in a pre-tax loss of $239.8.

At the inception of an interest rate contract, the instrument is evaluated and documented for qualifying hedge accounting treatment.

If the contract is designated as a cash flow hedge, the mark-to-market gains or losses on the contract are deferred and included as a component of accumulated other comprehensive income (loss), and reclassified to interest expense in the period during which the hedged transaction affects earnings.

If the contract is designated as a fair value hedge, the contract is recognized at fair value on the balance sheet, and changes in the fair value are recognized in interest expense.

Generally, changes in the fair value of the contract are equal to changes in the fair value of the underlying debt and have no net impact on earnings.

We entered into interest rate contracts in November 2018 and June 2018, with notional values of $300.0 and $500.0, respectively, to manage our exposure to interest rate volatility associated with anticipated debt financing in 2020.

These interest rate contracts are designated as cash flow hedges, and as a result, unrealized losses of $49.1 were deferred in accumulated other comprehensive income (loss) at April 30, 2019.

A hypothetical 10 percent decrease in treasury rates at April 30, 2019, would result in a loss of $28.4 on the fair value of these interest rate contracts.

In 2018, we terminated a treasury lock concurrent with the pricing of the Senior Notes due December 15, 2027, which was designated as a cash flow hedge and used to manage our exposure to interest rate volatility.

In 2015, we terminated the interest rate swap on the Senior Notes due October 15, 2021, which was designated as a fair value hedge and used to hedge against the changes in the fair value of the debt.

The contracts generally have maturities of less than one year.

We do not qualify instruments used to manage foreign currency exchange exposures for hedge accounting treatment.

| | | | | | | | |

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

| | 2019 | | | | 2018 | | |

| | |

| --- | --- |

| Item 8. | Financial Statements and Supplementary Data. |

THE J. M. SMUCKER COMPANY

INDEX TO FINANCIAL STATEMENTS

| | Page No. |

| Report of Management on Internal Control Over Financial Reporting | [35](#s3474EE618D8D5DFAB7E1C4E7BE459FF9) |

| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | [36](#s350623F3B6905965B120889D02B7C8EF) |

| Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements | [37](#sC4748271E5D2508E9514C9A615C2F75A) |

| Report of Management on Responsibility for Financial Reporting | [38](#sEF939C8824285D7DB1D953DF8C49502E) |

| Consolidated Balance Sheets at April 30, 2019 and 2018 | [40](#s35E09778A5AB5D54AF0871FE950576B6) |

| For the years ended April 30, 2019, 2018, and 2017: | |

| Statements of Consolidated Income | [39](#sEB58B073F4AA5D5B9760971B10CFE6CF) |

| Statements of Consolidated Comprehensive Income | [39](#s769D82AFA4CA501F86E33CF54E3A7FF9) |

| Statements of Consolidated Cash Flows | [41](#s5FCDA810ECA65363AF621265D46749F9) |

| Statements of Consolidated Shareholders’ Equity | [42](#sA86887D2F28B58FC82BE8DC2F937FD93) |

| Notes to Consolidated Financial Statements | [43](#s134294D2FC835E139EFBA5B0EE502CEB) |

REPORT OF MANAGEMENT ON INTERNAL CONTROL

OVER FINANCIAL REPORTING

Shareholders

Management is responsible for establishing and maintaining adequate accounting and internal control systems over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934, as amended.

Our internal control system is designed to provide reasonable assurance that we have the ability to record, process, summarize, and report reliable financial information on a timely basis.

Our management, with the participation of the principal financial officer and principal executive officer, assessed the effectiveness of the internal control over financial reporting as of April 30, 2019.

In making this assessment, we used the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (“the COSO criteria”).

Based on our assessment of internal control over financial reporting under the COSO criteria, we concluded the internal control over financial reporting was effective as of April 30, 2019.

Ernst & Young LLP, an independent registered public accounting firm, audited the effectiveness of our internal control over financial reporting as of April 30, 2019, and their report thereon is included on page 36 of this report.

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

Net sales outside the U.S., subject to foreign currency translation, represented [removed: 5 percent of consolidated net sales for 2019.][added: approximately]

[removed: The] [added: On May 14, 2018, we acquired the equity of Ainsworth Pet Nutrition, LLC (“Ainsworth”) in an] all-cash transaction, which was funded [removed: with debt, was] [added: by debt and] valued at $1.9 billion.

For [removed: further] [added: additional] information, refer to Note [removed: 2: Acquisition.][added: 4: Divestiture.]

The transaction included products that were primarily sold in U.S. retail channels under the [removed: Pillsbury®, Martha White®, Hungry Jack®, White Lily®,] [added: *Pillsbury*®, *Martha White*®, *Hungry Jack*®, *White Lily*®,] and [removed: Jim Dandy®] [added: *Jim Dandy*®] brands, along with all relevant trademarks and licensing agreements, and our manufacturing facility in Toledo, Ohio.

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

The U.S. retail market segments in total comprised [removed: 86] [added: 87] percent of [removed: 2019] [added: 2020] 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.

[removed: Principal Products:] [added: Principal Products:] Our principal products as of April 30, [removed: 2019,] [added: 2020,] are coffee, dog food, [removed: pet snacks,] cat food, [added: pet snacks,] peanut butter, fruit spreads, frozen handheld products, shortening and oils, portion control products, juices and beverages, and [removed: flour and] baking [added: mixes and] ingredients.

Product sales information for the years [added: 2020,] 2019, [removed: 2018,] and [removed: 2017] [added: 2018] is included within 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, club stores, [removed: pet specialty stores,] discount and dollar stores, food wholesalers, online retailers, [removed: drug] [added: pet specialty] stores, natural foods stores and distributors, [added: drug stores,] military commissaries, and mass merchandisers.

In the International and Away From Home segment, our products are distributed domestically and in foreign countries through retail channels and foodservice distributors and operators (e.g., [added: health care operators,] restaurants, lodging, [removed: schools] [added: hospitality, offices, K-12, colleges] and universities, [removed: health care operators).][added: and convenience stores).]

[removed: Sources] [added: Sources] and Availability of Raw [removed: Materials:] [added: Materials:] The raw materials used in each of our segments are primarily commodities and agricultural-based products.

[added: For additional information on the commodities we] purchase, see “Commodities Overview” within Management’s Discussion and Analysis of Financial Condition and Results of Operations.

[removed: Trademarks] [added: Trademarks] and [removed: Patents:] [added: Patents:] Our products are produced under certain patents and marketed under trademarks owned or licensed by us or one of our subsidiaries.

Our major trademarks as of April 30, [removed: 2019,] [added: 2020,] are listed below.

| Primary Reportable Segment | | [added: | | | |] Major Trademark | [added: | |]

| U.S. Retail Coffee | | [removed: Folgers®, Dunkin’ Donuts®,] [added: | | | | *Folgers*®, *Dunkin’ Donuts*®*,*] and [removed: Café Bustelo®] [added: *Café Bustelo*®] | [added: | |]

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

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

| International and Away From Home | | [removed: Folgers] [added: | | | | *Folgers*] and [removed: Smucker’s] [added: *Smucker’s*] | [added: | |]

[removed: Dunkin’ Donuts is a registered trademark] [added: *Dunkin’*TM and *Dunkin’ Donuts* are trademarks] of DD IP Holder LLC used under two licenses (the “Dunkin’ Licenses”) for packaged coffee products, including K-Cup® pods, sold in retail channels such as grocery stores, mass merchandisers, club stores, and drug stores.

The Dunkin’ Licenses do not pertain to [removed: Dunkin’ Donuts] [added: *Dunkin’*] coffee or other products for sale in [removed: Dunkin’ Donuts] [added: *Dunkin’*] restaurants.

We utilize Rachael Ray’s image and likeness and related [removed: Rachael Ray] [added: *Rachael Ray*] trademarks for premium pet food and pet snacks under an exclusive license which expires in 2063.

[removed: Rachael Ray] [added: *Rachael Ray*] is a [removed: registered] trademark of Ray Marks II LLC.

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

[removed: Seasonality:] [added: Seasonality:] The U.S. Retail Coffee and U.S. Retail Consumer Foods segments have historically been seasonal around the Fall Bake and Holiday period, which generally resulted in higher sales and profits in our second and third quarters.

Our success in promoting and merchandising our coffee and baking brands during the Fall Bake and Holiday period has [added: typically] had a significant impact on our results for a fiscal year.

[removed: The] [added: Additionally, the] Back to School period and the Spring Holiday season are [removed: two other] important promotional periods.

[removed: As] [added: However, as] a result of the U.S. baking business divestiture during [removed: the second quarter of] 2019, [removed: we expect that] the U.S. Retail Consumer Foods segment [removed: will experience] [added: has experienced] less seasonality.

Additionally, the U.S. Retail Pet Foods segment, which grew during 2019 as a result of the Ainsworth [removed: acquisition during the first quarter,] [added: acquisition,] does not experience significant seasonality, further reducing the overall impact of seasonality to the total Company.

[removed: Working Capital:] [added: Working Capital:] Working capital requirements have historically been greatest during the first half of our fiscal year mainly due to the timing of the buildup of coffee, [removed: oil,] [added: shortening] and [added: oils, and] baking inventories necessary to support the Fall Bake and Holiday period and the additional buildup of coffee inventory in advance of the Atlantic hurricane season.

The impact of seasonality on our overall working capital requirements has been partially reduced by the U.S. Retail Pet Foods segment, which does not [added: experience significant seasonality.]

The divestiture of the U.S. baking business and the acquisition of Ainsworth during 2019 [removed: are expected to reduce] [added: have further reduced] the seasonality of our overall working capital requirements.

[removed: Customers:] [added: Customers:] Sales to Walmart Inc. and subsidiaries amounted to 32 percent, [removed: 31] [added: 32] percent, and [removed: 30] [added: 31] percent of net sales in [added: 2020,] 2019, [removed: 2018,] and [removed: 2017,] [added: 2018,] respectively.

No other customer exceeded 10 percent of net sales during [added: 2020,] 2019, [removed: 2018,] or [removed: 2017.][added: 2018.]

During [removed: 2019,] [added: 2020,] our top 10 customers, collectively, accounted for approximately 60 percent of consolidated net sales.

[removed: Orders:] [added: Orders:] Generally, orders are filled within a few days of receipt, and the backlog of unfilled orders at any particular time has not been material on a historical basis.

[removed: Government Business:] [added: Government Business:] No material portion of our business is subject to renegotiation of profits or termination of contracts at the election of the government.

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

In our total U.S. retail categories, private label held a [removed: 16.6] [added: 16.4] dollar average market share during the 52 weeks ended April [removed: 21, 2019,] [added: 19, 2020,] as compared to a [removed: 16.4] [added: 16.6] dollar average market share during the same period in the prior year.

6 percent of consolidated net sales for 2020.

Ainsworth was a leading producer, distributor, and marketer of premium pet food and pet snacks, predominantly within the U.S. For additional information, refer to Note 2: Acquisition.

All references to *Dunkin’* in this Annual Report on Form 10-K are deemed to include the *Dunkin’* and *Dunkin’ Donuts* trademarks.

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

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

| | | | | | | *McCafe* | | | Keurig Dr. Pepper | | |

| | | | | | | Private Label Brands | | | Various | | |

| | | | | | | Private Label Brands | | | Various | | |

| Fruit spreads | | | *Smucker’s* (A) | | | Private Label Brands | | | Various | | |

| | | | | | | *Bonne Maman* | | | Andros Foods USA, Inc. | | |

| | | | | | | *Hot Pockets* | | | Nestlé S.A. | | |

| | | | | | | *Totino's* | | | General Mills, Inc. | | |

| Foodservice hot beverage | | | *Folgers, 1850,* and *Café Bustelo* | | | *Starbucks* | | | Nestlé S.A. | | |

| | | | | | | Private Label Brands | | | Various | | |

| Foodservice portion control | | | *Smucker’s* and *Jif* | | | Private Label Brands | | | Various | | |

| | | | | | | Private Label Brands | | | Various | | |

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

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

| John P. Brase | | | | | | 52 | | | | | | — | | | | | | Chief Operating Officer (D) | | | | | | 2020 | | |

| Jeannette L. Knudsen | | | | | | 50 | | | | | | 17 | | | | | | Chief Legal and Compliance Officer and Secretary (F) | | | | | | 2009 | | |

| Tucker H. Marshall | | | | | | 44 | | | | | | 8 | | | | | | Chief Financial Officer (G) | | | | | | 2020 | | |

| Jill R. Penrose | | | | | | 47 | | | | | | 16 | | | | | | Chief People and Administrative Officer (H) | | | | | | 2014 | | |

| Geoff E. Tanner | | | | | | 46 | | | | | | 17 | | | | | | Chief Marketing and Commercial Officer (I) | | | | | | 2019 | | |

Prior to that time, he served as President, U.S. Retail Coffee since May 2011.

Prior to that time, he served as Senior Vice President and Chief Financial Officer since October 2009.

(D)Mr. Brase was elected to his present position in April 2020, having previously served at The Procter & Gamble Company (“P&G”) for 30 years.

He was the Vice President and General Manager of P&G’s North American Family Care business from April 2016 through March 2020 and, prior to that time, he served as Vice President and General Manager, Global Family Care, Upstream Innovation since January 2015.

(E)Ms. Held was elected to her present position in November 2019, having served as Senior Vice President, Corporate Strategy, M&A, and International since July 2018.

Prior to that time, she served as Vice President, General Counsel and Corporate Secretary since August 2010.

(G)Mr. Marshall was elected to his present position in May 2020, having served as Senior Vice President and Deputy Chief Financial Officer since November 2019.

Prior to that time, he served as Vice President, Finance since May 2016 and Vice President, Financial Planning and Analysis since June 2014.

(I)Mr. Tanner was elected to his present position in November 2019, having served as Senior Vice President, Growth and Consumer Engagement since May 2016.

Prior to that time, he served as Vice President, Growth and Innovation since January 2016, and Vice President, Pet Food and Snacks Marketing since July 2015.

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 majority of Ainsworth’s sales are generated by the Rachael Ray® Nutrish® brand, which is driving significant growth in the premium pet food category.

For further information, refer to Note 4: Divestiture.

On March 23, 2015, we completed the acquisition of Big Heart Pet Brands (“Big Heart”), a leading producer, distributor, and marketer of premium, branded pet food and pet snacks in the U.S. The cash and stock transaction was valued at $5.9 billion, which included the issuance of 17.9 million shares of our common stock to the shareholders of Blue Acquisition Group, Inc., Big Heart’s parent company.

We assumed $2.6 billion in debt that we repaid at closing and paid an additional $1.2 billion in cash.

For additional information on the commodities we

| | | |

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

experience significant seasonality.

| | | | |

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

| | | Chock full o’Nuts | Massimo Zanetti Beverage Group |

| Frozen sandwiches | Smucker’s Uncrustables(A) | AdvancePierre Foods PB Jamwich | Tyson Foods, Inc. |

| | | | | | | | | |

| Tina R. Floyd | | 53 | | 24 | | Senior Vice President and General Manager, Consumer Foods (D) | | 2018 |

| Kevin G. Jackson | | 52 | | 17 | | Senior Vice President, U.S. Retail Sales and Away From Home (F) | | 2018 |

| Jeannette L. Knudsen | | 49 | | 16 | | Senior Vice President, General Counsel and Secretary (G) | | 2009 |

| David J. Lemmon | | 51 | | 25 | | President, Pet Food and Pet Snacks (H) | | 2012 |

| Jill R. Penrose | | 46 | | 15 | | Senior Vice President, Human Resources and Corporate Communications (I) | | 2014 |

| Joseph Stanziano | | 52 | | 22 | | Senior Vice President and General Manager, Coffee (J) | | 2018 |

| | |

| --- | --- |

| (F) | Mr. Jackson was elected to his present position in June 2018, having served as Senior Vice President, U.S. Retail Sales and Marketing Services since February 2018. Prior to that time, he served as Senior Vice President, U.S. Retail Sales and Market Development Organization since October 2017, Vice President, U.S. Retail Sales and Market Development Organization since January 2016, and Vice President and General Manager, Foodservice since May 2014. |

| (H) | Mr. Lemmon was elected to his present position in June 2018, having served as President, Canada, International, and |

U. S. Away From Home since August 2017.

Prior to that time, he served as Vice President and General Manager, International since January 2016, Vice President and Managing Director, Canada and International since April 2015, and Vice President and Managing Director, Canada since May 2012.

| (J) | Mr. Stanziano was elected to his present position in February 2018, having served as Senior Vice President and General Manager, Consumer Foods since October 2017. Prior to that time, he served as Vice President and General Manager, Consumer since February 2016 and Vice President, General Manager - Peanut Butter and Snacking since April 2012. |

The information required for this Item is incorporated herein by reference to Note [removed: 15:] [added: 16:] Contingencies.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

| [removed: x] [added: ☒] | [removed: ANNUAL] [added: | | ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | [added: | |]

[removed: For] [added: For] the fiscal year ended April 30, [removed: 2019][added: 2020]

| [removed: o] [added: ☐] | [removed: TRANSITION] [added: | | TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | [added: | |]

[removed: For] [added: For] the transition period [removed: from to][added: from to]

[removed: Commission] [added: Commission] file number [removed: 001-5111][added: 001-5111]

[removed: THE] [added: THE] J. M. SMUCKER [removed: COMPANY][added: COMPANY]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Ohio] [added: Ohio] | | [removed: 34-0538550] | [added: | | | | | | | | | 34-0538550 | | | | | | | | | | | | | | | | | | | | |]

| [removed: (State] [added: (State] or other jurisdiction of incorporation or [removed: organization)] [added: organization)] | | [removed: (I.R.S.] [added: | | | | | | | | | | (I.R.S.] Employer Identification [removed: No.)] [added: No.)] | [added: | | | | | | | | | | | | | | | | | | | |]

| [removed: One] [added: One] Strawberry [removed: Lane] [added: Lane] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: Orrville, Ohio] [added: Orrville,] | | [removed: 44667-0280] | [added: Ohio | | | | | | 44667-0280 | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | | [removed: (Zip code)] | [added: | | | | | | | | | (Zip code) | | | | | | | | | | | | | | | | | | | | |]

| [removed: Registrant’s] [added: Registrant’s] telephone number, including area [removed: code (330) 682-3000] [added: code] | | | [added: | | | | | | | | | | | | (330) | | | 682-3000 | | | | | | | | | | | | | | |]

| [removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:] [added: Act:] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | [removed: Trading symbol] | [removed: Name] [added: | | | | | | | Trading symbol | | | | | | Name] of each exchange on which [removed: registered] [added: registered] | [added: | | | | | | | | | | | | | | | | |]

| [removed: Common] [added: Common] shares, no par [removed: value] [added: value] | [removed: SJM] | [removed: New] [added: | | | | | | | SJM | | | | | | New] York Stock [removed: Exchange] [added: Exchange] | [added: | | | | | | | | | | | | | | | | |]

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

Yes [removed: x] [added: ☒] No [removed: o][added: ☐]

Yes [removed: o] [added: ☐] No [removed: x][added: ☒]

| Large [removed: accelerated filer] [added: Accelerated Filer] | | [removed: x] | | [added: | | ☒ | | | | | |] Accelerated filer | | [removed: o] | [added: | | | ☐ | | |]

| Non-accelerated filer | | [removed: o] | | [added: | | ☐ | | | | | |] Smaller reporting company | | [removed: o] | [added: | | | ☐ | | |]

| Emerging growth company | | [removed: o] | | | | [added: ☐] | [added: | | | | | | | | | | | | | |]

The aggregate market value of the common shares held by nonaffiliates of the registrant at October 31, [removed: 2018,] [added: 2019,] was [removed: $11,679,828,981.][added: $11,446,124,922.]

As of June [removed: 10, 2019, 113,742,653] [added: 12, 2020, 114,043,184] common shares of The J. M. Smucker Company were issued and outstanding.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: 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 [removed: 14, 2019,] [added: 19, 2020,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| PART I. | | [added: | | | | | | |] Page No. | [added: | |]

| Item 1. | [added: | |] Business | [removed: [2](#sa1c05535c2e34835bdfc628f4c07058a)] | [added: | [2](#ice2a94bb880d416d9bc26e8d72833d6d_13) | | | | | |]

| Item 1A. | [added: | |] Risk Factors | [removed: [7](#s87113c8dae754c11bb7f560b1cce49a2)] | [added: | [7](#ice2a94bb880d416d9bc26e8d72833d6d_16) | | | | | |]

| Item 1B. | [added: | |] Unresolved Staff Comments | [removed: [15](#s88e6c9097a4f4bfcb99c1744a2785cfe)] | [added: | [16](#ice2a94bb880d416d9bc26e8d72833d6d_19) | | | | | |]

| Item 2. | [added: | |] Properties | [removed: [16](#s25189219a32340049fd89b1b50dd09d9)] | [added: | [17](#ice2a94bb880d416d9bc26e8d72833d6d_22) | | | | | |]

| Item 3. | [added: | |] Legal Proceedings | [removed: [16](#s6e9bd5ddfb6044ecbbcb586cb00907e8)] | [added: | [17](#ice2a94bb880d416d9bc26e8d72833d6d_25) | | | | | |]

| Item 4. | [added: | |] Mine Safety Disclosures | [removed: [16](#s143f88dccfd846c184413f8464b4857f)] | [added: | [17](#ice2a94bb880d416d9bc26e8d72833d6d_28) | | | | | |]

| PART II. | | | [added: | | | | | | | | |]

| Item 5. | [added: | |] Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | [removed: [17](#sa057436150a74a86857ed324d41dd441)] | [added: | [18](#ice2a94bb880d416d9bc26e8d72833d6d_34) | | | | | |]

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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.

Yes ☐ No ☒

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| | | | Signatures | | | [83](#ice2a94bb880d416d9bc26e8d72833d6d_238) | | | | | |

10-K 1 sjm43019-10k.htm 10-K

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| Item 2. | Properties. |

The table below lists all of our manufacturing and processing facilities at April 30, 2019.

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.

We believe that the capacity at our existing facilities will be sufficient to sustain current operations and the anticipated near-term growth of our businesses.

We own all of the properties listed below, except as noted.

Additionally, our principal distribution centers in the U.S. include three that we own and seven that we lease.

We also lease our principal distribution center in Canada.

Our distribution facilities are in good condition, and we believe that they have sufficient capacity to meet our distribution needs in the near future.

We lease eight sales and administrative offices in the U.S. and one in Canada.

Our corporate headquarters is located in Orrville, Ohio, and our Canadian headquarters is located in Markham, Ontario.

| | | | | |

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

| Locations | | Products Produced/Processed/Stored | | Primary Reportable Segment |

| Bloomsburg, Pennsylvania | | Wet dog and cat food and dry dog and cat food | | U.S. Retail Pet Foods |

| Buffalo, New York | | Dog snacks | | U.S. Retail Pet Foods |

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

| Cincinnati, Ohio | | Shortening and oils | | U.S. Retail Consumer Foods |

| Decatur, Alabama | | Dry dog and cat food | | U.S. Retail Pet Foods |

| Frontenac, Kansas | | Dry dog and cat food | | U.S. Retail Pet Foods |

| Grandview, Washington | | Fruit | | U.S. Retail Consumer Foods |

| Havre de Grace, Maryland | | Fruit and vegetable juices and beverages | | U.S. Retail Consumer Foods |

| Lawrence, Kansas | | Dry dog food | | U.S. Retail Pet Foods |

| Lexington, Kentucky | | Peanut butter | | U.S. Retail Consumer Foods |

| Longmont, Colorado (A) | | Frozen sandwiches | | U.S. Retail Consumer Foods |

| Meadville, Pennsylvania | | Dry dog and cat food | | U.S. Retail Pet Foods |

| Memphis, Tennessee | | Peanut butter and fruit spreads | | U.S. Retail Consumer Foods |

| New Bethlehem, Pennsylvania | | Peanut butter and combination peanut butter and jelly products | | U.S. Retail Consumer Foods |

| New Orleans, Louisiana (four facilities) (B) | | Coffee | | U.S. Retail Coffee |

| Orrville, Ohio | | Fruit spreads, toppings, and syrups | | U.S. Retail Consumer Foods |

| Oxnard, California | | Fruit | | U.S. Retail Consumer Foods |

| Ripon, Wisconsin | | Fruit spreads, toppings, syrups, and condiments | | U.S. Retail Consumer Foods |

| Scottsville, Kentucky | | Frozen sandwiches | | U.S. Retail Consumer Foods |

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

| Sherbrooke, Quebec | | Canned milk | | International and Away From Home |

| Suffolk, Virginia | | Coffee | | International and Away From Home |

| Topeka, Kansas | | Dry dog and cat food and dog and cat snacks | | U.S. Retail Pet Foods |

| (A) | Our new facility in Longmont will help meet growing demand for Smucker’s Uncrustables frozen sandwiches and will complement our existing facility in Scottsville. Production is expected to begin at the Longmont facility during the second half of calendar year 2019. |

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

The table below lists all of our manufacturing and processing facilities at April 30, 2020.

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.

We believe that the capacity at our existing facilities will be sufficient to sustain current operations and the anticipated near-term growth of our businesses.

We own all of the properties listed below, except as noted.

Additionally, our principal distribution centers in the U.S. include two that we own and seven that we lease.

We also lease our principal distribution center in Canada.

Our distribution facilities are in good condition, and we believe that they have sufficient capacity to meet our distribution needs in the near future.

We lease eight sales and administrative offices in the U.S. and one in Canada.

Our corporate headquarters is located in Orrville, Ohio, and our Canadian headquarters is located in Markham, Ontario.

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

| Locations | | | | | | Products Produced/Processed/Stored | | | | | | Primary Reportable Segment | | |

| Bloomsburg, Pennsylvania | | | | | | Wet dog and cat food and dry dog and cat food | | | | | | U.S. Retail Pet Foods | | |

| Buffalo, New York | | | | | | Dog snacks | | | | | | U.S. Retail Pet Foods | | |

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

| Cincinnati, Ohio | | | | | | Shortening and oils | | | | | | U.S. Retail Consumer Foods | | |

| Decatur, Alabama | | | | | | Dry dog and cat food | | | | | | U.S. Retail Pet Foods | | |

| Frontenac, Kansas | | | | | | Dry dog and cat food | | | | | | U.S. Retail Pet Foods | | |

| Grandview, Washington | | | | | | Fruit | | | | | | U.S. Retail Consumer Foods | | |

| Havre de Grace, Maryland | | | | | | Fruit and vegetable juices and beverages | | | | | | U.S. Retail Consumer Foods | | |

| Lawrence, Kansas | | | | | | Dry dog food | | | | | | U.S. Retail Pet Foods | | |

| Lexington, Kentucky | | | | | | Peanut butter | | | | | | U.S. Retail Consumer Foods | | |

| Longmont, Colorado | | | | | | Frozen sandwiches | | | | | | U.S. Retail Consumer Foods | | |

| Meadville, Pennsylvania | | | | | | Dry dog and cat food | | | | | | U.S. Retail Pet Foods | | |

| Memphis, Tennessee | | | | | | Peanut butter and fruit spreads | | | | | | U.S. Retail Consumer Foods | | |

| New Bethlehem, Pennsylvania | | | | | | Peanut butter and combination peanut butter and jelly products | | | | | | U.S. Retail Consumer Foods | | |

| New Orleans, Louisiana (four facilities) (A) | | | | | | Coffee | | | | | | U.S. Retail Coffee | | |

| Orrville, Ohio | | | | | | Fruit spreads, toppings, and syrups | | | | | | U.S. Retail Consumer Foods | | |

| Oxnard, California | | | | | | Fruit | | | | | | U.S. Retail Consumer Foods | | |

| Ripon, Wisconsin | | | | | | Fruit spreads, toppings, syrups, and condiments | | | | | | U.S. Retail Consumer Foods | | |

| Scottsville, Kentucky | | | | | | Frozen sandwiches | | | | | | U.S. Retail Consumer Foods | | |

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

| Sherbrooke, Quebec | | | | | | Canned milk | | | | | | International and Away From Home | | |

| Suffolk, Virginia | | | | | | Liquid coffee | | | | | | International and Away From Home | | |

| Topeka, Kansas | | | | | | Dry dog and cat food and dog and cat snacks | | | | | | U.S. Retail Pet Foods | | |

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

[removed: PART II][added: PART II]

| | |

| --- | --- |

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

Our common shares are listed on the New York Stock Exchange – ticker symbol SJM.

There were approximately 311,613 shareholders of record as of June 10, 2019, of which approximately 37,413 were registered holders of common shares.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers: The following table presents the total number of shares of common stock purchased during the fourth quarter of 2019, the average price paid per share, the number of shares that were purchased as part of a publicly announced repurchase program, if any, and the approximate dollar value of the maximum number of shares that may yet be purchased under the share repurchase program:

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

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

| 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, 2019 - February 28, 2019 | | 899 | | | $ | 104.17 | | | — | | | 3,586,598 | |

| March 1, 2019 - March 31, 2019 | | 518 | | | 103.11 | | | | — | | | 3,586,598 | |

| April 1, 2019 - April 30, 2019 | | 1,162 | | | 120.90 | | | | — | | | 3,586,598 | |

| Total | | 2,579 | | | $ | 111.50 | | | — | | | 3,586,598 | |

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

| (d) | As of April 30, 2019, there were 3,586,598 common shares remaining available for future repurchase pursuant to our Board of Directors’ authorizations. |

Comparison of Cumulative Total Return: The following graph compares the cumulative total shareholder return for the five years ended April 30, 2019, for our common shares, the Standard & Poor’s (“S&P”) Packaged Foods & Meats Index, and the S&P 500 Index.

These figures assume all dividends are reinvested when received and are based on $100.00 invested in our common shares and the referenced index funds on April 30, 2014.

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

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

| | April 30, | | | | | | | | | | | | | | | | | | | | | | |

| | 2014 | | | | 2015 | | | | 2016 | | | | 2017 | | | | 2018 | | | | 2019 | | |

| The J. M. Smucker Company | $ | 100.00 | | | $ | 122.83 | | | $ | 137.63 | | | $ | 140.28 | | | $ | 129.67 | | | $ | 143.66 | |

| S&P Packaged Foods & Meats | 100.00 | | | | 114.98 | | | | 133.99 | | | | 141.72 | | | | 121.42 | | | | 134.16 | | |

| S&P 500 | 100.00 | | | | 112.98 | | | | 114.34 | | | | 134.83 | | | | 152.72 | | | | 173.32 | | |

Our common shares are listed on the New York Stock Exchange – ticker symbol SJM.

There were approximately 304,821 shareholders of record as of June 12, 2020, of which approximately 35,966 were registered holders of common shares.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers: The following table presents the total number of shares of common stock purchased during the fourth quarter of 2020, the average price paid per share, the number of shares that were purchased as part of a publicly announced repurchase program, if any, and the approximate dollar value of the maximum number of shares that may yet be purchased under the share repurchase program:

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

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

| 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, 2020 - February 29, 2020 | | | | | | 150 | | | | | | $ | 108.85 | | | | | — | | | | | | 3,586,598 | | |

| March 1, 2020 - March 31, 2020 | | | | | | 432 | | | | | | 102.04 | | | | | | — | | | | | | 3,586,598 | | |

| April 1, 2020 - April 30, 2020 | | | | | | 103 | | | | | | 116.67 | | | | | | — | | | | | | 3,586,598 | | |

| Total | | | | | | 685 | | | | | | $ | 105.73 | | | | | — | | | | | | 3,586,598 | | |

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

(d) As of April 30, 2020, there were 3,586,598 common shares remaining available for future repurchase pursuant to our Board of Directors’ authorizations.

Comparison of Cumulative Total Return: The following graph compares the cumulative total shareholder return for the five years ended April 30, 2020, for our common shares, the Standard & Poor’s (“S&P”) Packaged Foods & Meats Index, and the S&P 500 Index.

These figures assume all dividends are reinvested when received and are based on $100.00 invested in our common shares and the referenced index funds on April 30, 2015.


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

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

| | | | April 30, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2015 | | | | | | 2016 | | | | | | 2017 | | | | | | 2018 | | | | | | 2019 | | | | | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| The J. M. Smucker Company | | | $ | 100.00 | | | | | $ | 112.05 | | | | | $ | 114.20 | | | | | $ | 105.57 | | | | | $ | 116.96 | | | | | $ | 113.04 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| S&P Packaged Foods & Meats | | | 100.00 | | | | | | 116.53 | | | | | | 123.26 | | | | | | 105.60 | | | | | | 116.68 | | | | | | 122.62 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| S&P 500 | | | 100.00 | | | | | | 101.21 | | | | | | 119.34 | | | | | | 135.17 | | | | | | 153.41 | | | | | | 154.74 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Copyright © 2020 Standard & Poor's, a division of S&P Global.

All rights reserved.

[removed: FIVE-YEAR] [added: FIVE-YEAR] SUMMARY OF SELECTED FINANCIAL [removed: DATA][added: DATA]

The following table presents selected financial data for each of the five years in the period ended April 30, [removed: 2019.][added: 2020.]

| | [added: | |] Year Ended April 30, | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| (Dollars and shares in millions, except per share data) | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [added: | |] 2017 | | | | [added: | |] 2016 | | | | [removed: 2015] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| [removed: Statements] [added: Statements] of [removed: Income:] [added: Income:] | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Net sales | [added: | |] $ | [added: 7,801.0 | | | | | $ |] 7,838.0 | | | [added: | |] $ | 7,357.1 | | | [added: | |] $ | 7,392.3 | | | [added: | |] $ | 7,811.2 | | | [removed: $] | [removed: 5,692.7] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Gross profit | [added: | |] $ | [added: 3,002.0 | | | | | $ |] 2,915.7 | | | [added: | |] $ | 2,836.1 | | | [added: | |] $ | 2,835.3 | | | [added: | |] $ | 2,967.8 | | | [removed: $] | [removed: 1,968.7] | | [added: | | | | | | | | | | | | | | | | | | | |]

| [removed: %] [added: *%] of net [removed: sales] [added: sales*] | [added: | | 38.5 | | % | | | |] 37.2 | | % | | [added: | |] 38.5 | | % | | [added: | |] 38.4 | | % | | [added: | |] 38.0 | | % | | [removed: 34.6] | | [removed: %] | [added: | | | | | | | | | | | | | | | | | | | |]

| Operating income | [added: | |] $ | [added: 1,223.1 | | | | | $ |] 928.6 | | | [added: | |] $ | 1,044.0 | | | [added: | |] $ | 1,042.6 | | | [added: | |] $ | 1,146.3 | | | [removed: $] | [removed: 785.3] | | [added: | | | | | | | | | | | | | | | | | | | |]

| [removed: %] [added: *%] of net [removed: sales] [added: sales*] | [added: | | 15.7 | | % | | | |] 11.8 | | % | | [added: | |] 14.2 | | % | | [added: | |] 14.1 | | % | | [added: | |] 14.7 | | % | | [removed: 13.8] | | [removed: %] | [added: | | | | | | | | | | | | | | | | | | | |]

| Net income | [added: | |] $ | [added: 779.5 | | | | | $ |] 514.4 | | | [added: | |] $ | 1,338.6 | | | [added: | |] $ | 592.3 | | | [added: | |] $ | 688.7 | | | [removed: $] | [removed: 344.9] | | [added: | | | | | | | | | | | | | | | | | | | |]

| [removed: Financial Position:] [added: Financial Position:] | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Cash and cash equivalents | [added: | |] $ | [added: 391.1 | | | | | $ |] 101.3 | | | [added: | |] $ | 192.6 | | | [added: | |] $ | 166.8 | | | [added: | |] $ | 109.8 | | | [removed: $] | [removed: 125.6] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Total assets | [added: | | 16,970.4 | | | | | |] 16,711.3 | | | | [added: | |] 15,301.2 | | | | [added: | |] 15,639.7 | | | | [added: | |] 15,984.1 | | | | [removed: 16,806.3] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Total debt | [added: | | 5,621.3 | | | | | |] 5,910.8 | | | | [added: | |] 4,832.0 | | | | [added: | |] 5,398.5 | | | | [added: | |] 5,430.0 | | | | [removed: 6,170.9] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Total shareholders’ equity | [added: | | 8,190.9 | | | | | |] 7,970.5 | | | | [added: | |] 7,891.1 | | | | [added: | |] 6,850.2 | | | | [added: | |] 7,008.5 | | | | [removed: 7,086.9] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| [removed: Liquidity:] [added: Liquidity:] | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Net cash provided by operating activities | [added: | |] $ | [added: 1,254.8 | | | | | $ |] 1,141.2 | | | [added: | |] $ | 1,218.0 | | | [added: | |] $ | 1,059.0 | | | [added: | |] $ | 1,461.0 | | | [removed: $] | [removed: 739.1] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Additions to property, plant, and equipment | [added: | | 269.3 | | | | | |] 359.8 | | | | [added: | |] 321.9 | | | | [added: | |] 192.4 | | | | [added: | |] 201.4 | | | | [removed: 247.7] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Free cash flow (A) | [added: | | 985.5 | | | | | |] 781.4 | | | | [added: | |] 896.1 | | | | [added: | |] 866.6 | | | | [added: | |] 1,259.6 | | | | [removed: 491.4] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Quarterly dividends paid | [added: | | 396.8 | | | | | |] 377.9 | | | | [added: | |] 350.3 | | | | [added: | |] 339.3 | | | | [added: | |] 316.6 | | | | [removed: 254.0] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Purchase of treasury shares | [added: | | 4.2 | | | | | |] 5.4 | | | | [added: | |] 7.0 | | | | [added: | |] 437.6 | | | | [added: | |] 441.1 | | | | [removed: 24.3] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| EBITDA (as adjusted) (A) | [added: | | 1,714.8 | | | | | |] 1,560.9 | | | | [added: | |] 1,625.1 | | | | [added: | |] 1,593.7 | | | | [added: | |] 1,579.1 | | | | [removed: 871.3] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| [removed: Share Data:] [added: Share Data:] | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Weighted-average shares outstanding | [added: | | 114.0 | | | | | |] 113.7 | | | | [added: | |] 113.6 | | | | [added: | |] 116.0 | | | | [added: | |] 119.4 | | | | [removed: 103.7] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Weighted-average shares outstanding – assuming dilution | [added: | | 114.0 | | | | | |] 113.7 | | | | [added: | |] 113.6 | | | | [added: | |] 116.1 | | | | [added: | |] 119.5 | | | | [removed: 103.7] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Dividends declared per common share | [added: | |] $ | [added: 3.52 | | | | | $ |] 3.40 | | | [added: | |] $ | 3.12 | | | [added: | |] $ | 3.00 | | | [added: | |] $ | 2.68 | | | [removed: $] | [removed: 2.56] | | [added: | | | | | | | | | | | | | | | | | | | |]

| [removed: Earnings] [added: Earnings] per Common [removed: Share:] [added: Share:] | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Net income | [added: | |] $ | [added: 6.84 | | | | | $ |] 4.52 | | | [added: | |] $ | 11.79 | | | [added: | |] $ | 5.11 | | | [added: | |] $ | 5.77 | | | [removed: $] | [removed: 3.33] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Net income – assuming dilution | [added: | | 6.84 | | | | | |] 4.52 | | | | [added: | |] 11.78 | | | | [added: | |] 5.10 | | | | [added: | |] 5.76 | | | | [removed: 3.33] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| [removed: Other] [added: Other] Non-GAAP [removed: Measures:] [added: Measures:] (A) | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Adjusted gross profit | [added: | |] $ | [added: 2,982.4 | | | | | $ |] 2,969.9 | | | [added: | |] $ | 2,802.7 | | | [added: | |] $ | 2,868.2 | | | [added: | |] $ | 2,968.0 | | | [removed: $] | [removed: 1,999.4] | | [added: | | | | | | | | | | | | | | | | | | | |]

| [removed: %] [added: *%] of net [removed: sales] [added: sales*] | [added: | | 38.2 | | % | | | |] 37.9 | | % | | [added: | |] 38.1 | | % | | [added: | |] 38.8 | | % | | [added: | |] 38.0 | | % | | [removed: 35.1] | | [removed: %] | [added: | | | | | | | | | | | | | | | | | | | |]

| Adjusted operating income | [added: | |] $ | [added: 1,508.7 | | | | | $ |] 1,492.3 | | | [added: | |] $ | 1,439.7 | | | [added: | |] $ | 1,492.9 | | | [added: | |] $ | 1,490.8 | | | [removed: $] | [removed: 983.5] | | [added: | | | | | | | | | | | | | | | | | | | |]

| [removed: %] [added: *%] of net [removed: sales] [added: sales*] | [added: | | 19.3 | | % | | | |] 19.0 | | % | | [added: | |] 19.6 | | % | | [added: | |] 20.2 | | % | | [added: | |] 19.1 | | % | | [removed: 17.3] | | [removed: %] | [added: | | | | | | | | | | | | | | | | | | | |]

| Adjusted income and earnings per share: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Adjusted income | [added: | |] $ | [added: 999.1 | | | | | $ |] 942.7 | | | [added: | |] $ | 904.6 | | | [added: | |] $ | 895.9 | | | [added: | |] $ | 931.3 | | | [removed: 475.6] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Adjusted earnings per share – assuming dilution | [removed: $] | [added: | 8.76 | | | | | |] 8.29 | | | [removed: $] | [added: | |] 7.96 | | | [removed: $] | [added: | |] 7.72 | | | [removed: $] | [added: | |] 7.79 | | | [removed: $] | [removed: 4.59] | | [added: | | | | | | | | | | | | | | | | | | | | |]

[removed: | (A) | We use non-GAAP financial measures to evaluate our performance.] Refer to “Non-GAAP Financial Measures” within Management’s Discussion and Analysis of Financial Condition and Results of Operations for a reconciliation to the comparable [removed: GAAP] [added: generally accepted accounting principles (“GAAP”)] financial measure. [removed: |]

[removed: | (A) | We] [added: (A)We] use non-GAAP financial measures to evaluate our performance. [removed: Refer to “Non-GAAP Financial Measures” in this discussion and analysis for a reconciliation to the comparable GAAP financial measure. |]

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

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

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

| | |

| --- | --- |

| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |

(Dollars and shares in millions, unless otherwise noted, except per share data)

Company Background

Inspired by more than 120 years of business success and five generations of family leadership, The J. M. Smucker Company makes food that people and pets love.

The Company’s portfolio of 40+ brands, which are found in 90 percent of U.S. homes and countless restaurants, include iconic products consumers have always loved such as Folgers, Jif, and Milk-Bone plus new favorites like Café Bustelo, Smucker’s Uncrustables, and Rachael Ray Nutrish.

Over the past two decades, the Company has grown rapidly by thoughtfully acquiring leading and emerging brands, while ensuring the business has a positive impact on its 7,000+ employees, the communities it is a part of, and the planet.

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

The U.S. retail market segments in total comprised 86 percent of net sales in 2019 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.

In the U.S. retail market segments, our products are sold primarily to food retailers, club stores, pet specialty stores, discount and dollar stores, food wholesalers, online retailers, drug stores, natural foods stores and distributors, military commissaries, and mass merchandisers.

The products included in the International and Away From Home segment 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).

Strategic Overview

We remain rooted in our Basic Beliefs of Quality, People, Ethics, Growth, and Independence established by our founder and namesake, Jerome Smucker, more than a century ago.

Today, these Basic Beliefs are the core of our unique corporate culture and serve as a foundation for decision-making and actions.

We have been led by five generations of family leadership, having had only six chief executive officers in 122 years.

This continuity of management and thought extends to the broader leadership team that embodies the values and embraces the business practices that have contributed to our consistent growth.

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

Our strategic long-term growth objectives are to increase net sales by 2 to 3 percent and operating income excluding non-GAAP adjustments (“adjusted operating income”) by 5 percent annually on average.

Our long-term growth objective related to income per diluted share excluding non-GAAP adjustments (“adjusted earnings per share”) is to achieve an average increase of 8 percent annually.

We expect organic growth, including new products, to drive much of our top-line growth, while the contribution from acquisitions will vary from year to year.

Our non-GAAP adjustments include amortization expense and impairment charges related to intangible assets, integration and restructuring costs, unallocated gains and losses on commodity and foreign currency exchange derivatives, and, beginning in 2018, certain one-time discrete tax adjustments.

Refer to “Non-GAAP Financial Measures” in this discussion and analysis for further information.

Net sales has increased at a compound annual growth rate of 7 percent over the past five years, driven by the acquisitions of

Big Heart in 2015 and Ainsworth in the current year, while adjusted operating income and adjusted earnings per share have increased at a rate of 7 percent and 6 percent, respectively, over the same period.

Net cash provided by operating activities has increased at a compound annual growth rate of 6 percent.

Our cash deployment strategy is to balance reinvesting in our business through acquisitions and capital expenditures with returning cash to our shareholders through the payment of dividends and share repurchases.

Our strategy also includes a significant focus on debt repayment.

On May 14, 2018, we acquired the stock of Ainsworth in an all-cash transaction, which was funded by debt and valued at $1.9 billion, inclusive of a working capital adjustment.

Ainsworth is a leading producer, distributor, and marketer of premium pet food and pet snacks, predominantly within the U.S. The majority of Ainsworth’s sales are generated by the Rachael Ray Nutrish brand, which is driving significant growth in the premium pet food category.

Annual cost synergies of approximately $55.0 are expected to be fully realized by the end of 2021, most of which will be achieved by the end of 2020.

We realized synergies of $23.5 in 2019.

The transaction was accounted for under the acquisition method of accounting and, accordingly, the results of Ainsworth’s operations, including $747.0 and $40.8 in net sales and operating income, respectively, are included in our consolidated financial statements in 2019.

On August 31, 2018, we sold our U.S. baking business to Brynwood Partners VII L.P. and Brynwood Partners VIII L.P., subsidiaries of Brynwood Partners, an unrelated party.

The transaction included products that were primarily sold in U.S. retail channels under the Pillsbury, Martha White, Hungry Jack, White Lily, and Jim Dandy brands, along with all relevant trademarks and licensing agreements, and our manufacturing facility in Toledo, Ohio.

This business generated net sales of approximately $370.0 in 2018, primarily in the U.S. Retail Consumer Foods segment.

The transaction did not include our baking business in Canada.

We received proceeds from the divestiture of $369.5, which were net of cash transactions costs and a working capital adjustment.

THE J. M. SMUCKER COMPANY

INDEX TO FINANCIAL STATEMENTS

| | | | | | |

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

| | | | Page No. | | |

| Report of Management on Internal Control Over Financial Reporting | | | [37](#ice2a94bb880d416d9bc26e8d72833d6d_79) | | |

| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | | [38](#ice2a94bb880d416d9bc26e8d72833d6d_82) | | |

| Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements | | | [39](#ice2a94bb880d416d9bc26e8d72833d6d_85) | | |

| Report of Management on Responsibility for Financial Reporting | | | [42](#ice2a94bb880d416d9bc26e8d72833d6d_88) | | |

| Consolidated Balance Sheets at April 30, 2020 and 2019 | | | [44](#ice2a94bb880d416d9bc26e8d72833d6d_97) | | |

| For the years ended April 30, 2020, 2019, and 2018: | | | | | |

| Statements of Consolidated Income | | | [43](#ice2a94bb880d416d9bc26e8d72833d6d_91) | | |

| Statements of Consolidated Comprehensive Income | | | [43](#ice2a94bb880d416d9bc26e8d72833d6d_94) | | |

| Statements of Consolidated Cash Flows | | | [45](#ice2a94bb880d416d9bc26e8d72833d6d_103) | | |

| Statements of Consolidated Shareholders’ Equity | | | [46](#ice2a94bb880d416d9bc26e8d72833d6d_106) | | |

| Notes to Consolidated Financial Statements | | | [47](#ice2a94bb880d416d9bc26e8d72833d6d_112) | | |

REPORT OF MANAGEMENT ON INTERNAL CONTROL

OVER FINANCIAL REPORTING

Shareholders

The J. M. Smucker Company

Management is responsible for establishing and maintaining adequate accounting and internal control systems over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934, as amended.

Our internal control system is designed to provide reasonable assurance that we have the ability to record, process, summarize, and report reliable financial information on a timely basis.

Our management, with the participation of the principal financial officer and principal executive officer, assessed the effectiveness of the internal control over financial reporting as of April 30, 2020.

In making this assessment, we used the criteria established in *Internal Control – Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (“the COSO criteria”).

Based on our assessment of internal control over financial reporting under the COSO criteria, we concluded the internal control over financial reporting was effective as of April 30, 2020.

Ernst & Young LLP, an independent registered public accounting firm, audited the effectiveness of our internal control over financial reporting as of April 30, 2020, and their report thereon is included on page 38 of this report.

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

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

| | | | Mark T. Smucker | | | | | | Tucker H. Marshall | | | | | |

| | | | *President and* | | | | | | *Chief Financial Officer* | | | | | |

| | | | *Chief Executive Officer* | | | | | | | | | | | |

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Board of Directors and Shareholders

The J. M. Smucker Company

Opinion on Internal Control Over Financial Reporting

We have audited The J. M. Smucker Company’s internal control over financial reporting as of April 30, 2020, based on criteria established in *Internal Control – Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (“the COSO criteria”).

In our opinion, The J. M. Smucker Company (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of April 30, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of April 30, 2020 and 2019, the related statements of consolidated income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended April 30, 2020, and the related notes and our report dated June 19, 2020 expressed an unqualified opinion thereon.

Basis for Opinion

[removed: Evaluation] [added: Evaluation] of Disclosure Controls and [removed: Procedures:] [added: Procedures:] 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: 2019] [added: 2020] (the “Evaluation Date”).

[removed: Changes] [added: Changes] in Internal [removed: Controls:] [added: Controls:] There were no changes in internal control over financial reporting that occurred during the fourth quarter ended April 30, [removed: 2019,] [added: 2020,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: PART III][added: PART III]

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: 14, 2019.][added: 19, 2020.]

The information required by this Item as to the executive officers of the Company is incorporated herein by reference to Part I, Item 1 in this Annual Report on Form [removed: 10-K.][added: 10-K.]

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

The information required by this Item is incorporated herein 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: 14, 2019.][added: 19, 2020.]

The information required by this Item is incorporated herein 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: 14, 2019.][added: 19, 2020.]

The information required by this Item is incorporated herein 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: 14, 2019.][added: 19, 2020.]

The information required by this Item is incorporated herein 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: 14, 2019.][added: 19, 2020.]

[removed: PART IV][added: PART IV]

| (a)(1) | | [added: | | | |] Financial Statements: | [added: | |]

| | | [added: | | | |] See the Index to Financial Statements on page [removed: 34] [added: 36] of this Annual [removed: Report.] [added: Report on Form 10-K.] | [added: | |]

| (a)(2) | | [added: | | | |] Financial Statement Schedules: | [added: | |]

| | | [added: | | | |] 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. | [added: | |]

| (a)(3) | | [added: | | | |] Exhibits: | [added: | |]

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

| Exhibit Number | [added: | |] Exhibit Description | [added: | |]

| [removed: [2.1](http://www.sec.gov/Archives/edgar/data/91419/000119312515032278/d864939dex21.htm)] [added: [2.1](http://www.sec.gov/Archives/edgar/data/91419/000119312518107750/d512665dex21.htm)] | [removed: [Agreement] [added: | | [Stock Purchase Agreement] and Plan of Merger, dated as of [removed: February 3, 2015,] [added: April 4, 2018,] by and among [removed: Blue Acquisition Group, Inc., the] [added: NU Pet] Company, [removed: SPF Holdings] [added: PR Merger Sub] I, [removed: Inc., SPF Holdings II,] LLC, [added: Ainsworth Pet Nutrition Parent, LLC, CP APN, Inc., CP APN, L.P.,] and, [added: solely] for the limited [removed: purposes] [added: purpose] set forth therein, [removed: Blue Holdings I, L.P.](http://www.sec.gov/Archives/edgar/data/91419/000119312515032278/d864939dex21.htm)] [added: The J. M. Smucker Company](http://www.sec.gov/Archives/edgar/data/91419/000119312518107750/d512665dex21.htm)] | [added: | |]

| [removed: [2.2](http://www.sec.gov/Archives/edgar/data/91419/000119312518107750/d512665dex21.htm)] [added: [2.2](http://www.sec.gov/Archives/edgar/data/91419/000009141918000005/sjm43018-10kex22.htm)] | [removed: [Stock] [added: | | [First Amendment to Stock] Purchase Agreement and Plan of [removed: Merger,] [added: Merger and Side Letter,] dated as of [removed: April 4,] [added: 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 [removed: Company](http://www.sec.gov/Archives/edgar/data/91419/000119312518107750/d512665dex21.htm)] [added: Company](http://www.sec.gov/Archives/edgar/data/91419/000009141918000005/sjm43018-10kex22.htm)] | [added: | |]

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

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/91419/000119312517204794/d411458dex31.htm)] [added: [3.2](http://www.sec.gov/Archives/edgar/data/91419/000009141920000005/sjm-20200122xex31.htm)] | [added: | |] [Amended Regulations of [removed: The] [added: the] J. M. Smucker [removed: Company](http://www.sec.gov/Archives/edgar/data/91419/000119312517204794/d411458dex31.htm)] [added: Company (as Amended January 17, 2020)](http://www.sec.gov/Archives/edgar/data/91419/000009141920000005/sjm-20200122xex31.htm)] | [added: | |]

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/91419/000119312515032278/d864939dex41.htm)] [added: [10.36](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1025.htm)] | [added: | |] [Amendment No. [removed: 1, dated as of February 3, 2015,] [added: 1] to [removed: the Rights Agreement,] [added: The J. M. Smucker Company Restoration Plan,] dated as of May [removed: 20, 2009, between the Company and Computershare Trust Company, N.A., as rights agent](http://www.sec.gov/Archives/edgar/data/91419/000119312515032278/d864939dex41.htm)] [added: 1, 2015*](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1025.htm)] | [added: | |]

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/91419/000119312511273396/d244108dex41.htm)] [added: [4.2](http://www.sec.gov/Archives/edgar/data/91419/000119312511273396/d244108dex41.htm)] | [added: | |] [Indenture, dated as of October 18, 2011, between the Company and U.S. Bank National Association](http://www.sec.gov/Archives/edgar/data/91419/000119312511273396/d244108dex41.htm) | [added: | |]

| [removed: [4.6](http://www.sec.gov/Archives/edgar/data/91419/000119312511273396/d244108dex42.htm)] [added: [4.3](http://www.sec.gov/Archives/edgar/data/91419/000119312511273396/d244108dex42.htm)] | [added: | |] [First Supplemental Indenture, dated as of October 18, 2011, among the Company, the guarantors party thereto, and U.S. Bank National Association](http://www.sec.gov/Archives/edgar/data/91419/000119312511273396/d244108dex42.htm) | [added: | |]

| [removed: [4.7](http://www.sec.gov/Archives/edgar/data/91419/000119312511270080/d238964dex47.htm)] [added: [4.8](http://www.sec.gov/Archives/edgar/data/91419/000119312511270080/d238964dex47.htm)] | [added: | |] [Third Amended and Restated Intercreditor Agreement, dated June 11, 2010, among the administrative agents and other parties identified therein](http://www.sec.gov/Archives/edgar/data/91419/000119312511270080/d238964dex47.htm) | [added: | |]

| [removed: [4.8](http://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex41.htm)] [added: [4.4](http://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex41.htm)] | [added: | |] [Indenture, dated as of March 20, 2015, between the Company and U.S. Bank National Association, as trustee](http://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex41.htm) | [added: | |]

| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex42.htm)] [added: [4.5](http://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex42.htm)] | [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 trustee](http://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex42.htm) | [added: | |]

| [removed: [4.10](http://www.sec.gov/Archives/edgar/data/91419/000119312517364964/d502236dex41.htm)] [added: [4.6](http://www.sec.gov/Archives/edgar/data/91419/000119312517364964/d502236dex41.htm)] | [added: | |] [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) | [added: | |]

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

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

| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/91419/000095012311024851/l41777exv10w2.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/91419/000119312513087772/d478967dex103.htm)] | [removed: [Amended] [added: | | [The J. M. Smucker Company Voluntary Deferred Compensation Plan, Amended] and Restated [removed: Consulting and Noncompete Agreement of Timothy P. Smucker, dated] as of December [removed: 31, 2010*](http://www.sec.gov/Archives/edgar/data/91419/000095012311024851/l41777exv10w2.htm)] [added: 1, 2012*](http://www.sec.gov/Archives/edgar/data/91419/000119312513087772/d478967dex103.htm)] | [added: | |]

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/91419/000119312513087772/d478967dex103.htm)] [added: [10.30](http://www.sec.gov/Archives/edgar/data/91419/000095015209002427/l35751aexv10w5.htm)] | [added: | |] [The J. M. Smucker Company [removed: Voluntary] [added: Nonemployee Director] Deferred Compensation [removed: Plan, Amended] [added: Plan (Amended] and Restated [removed: as of December] [added: Effective January] 1, [removed: 2012*](http://www.sec.gov/Archives/edgar/data/91419/000119312513087772/d478967dex103.htm)] [added: 2007)*](http://www.sec.gov/Archives/edgar/data/91419/000095015209002427/l35751aexv10w5.htm)] | [added: | |]

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/91419/000095015206007135/l22003aexv10w1.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/91419/000095015206007135/l22003aexv10w1.htm)] | [added: | |] [The J. M. Smucker Company 2006 Equity Compensation Plan, effective August 17, 2006*](http://www.sec.gov/Archives/edgar/data/91419/000095015206007135/l22003aexv10w1.htm) | [added: | |]

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/91419/000095012310079634/l40559exv10w1.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/91419/000095012310079634/l40559exv10w1.htm)] | [added: | |] [The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan*](http://www.sec.gov/Archives/edgar/data/91419/000095012310079634/l40559exv10w1.htm) | [added: | |]

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1010.htm)] [added: [10.6](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1010.htm)] | [added: | |] [Amendment No. 1 to The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan*](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1010.htm) | [added: | |]

| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1026.htm)] [added: [10.7](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1026.htm)] | [added: | |] [Form of Restricted Stock Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1026.htm) | [added: | |]

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1027.htm)] [added: [10.8](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1027.htm)] | [added: | |] [Form of Deferred Stock Units Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1027.htm) | [added: | |]

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1028.htm)] [added: [10.9](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1028.htm)] | [added: | |] [Form of Special One-Time Grant of Restricted Stock Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1028.htm) | [added: | |]

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/91419/000119312515310563/d39655dex101.htm)] [added: [10.10](http://www.sec.gov/Archives/edgar/data/91419/000119312515310563/d39655dex101.htm)] | [added: | |] [Form of Restricted Stock Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000119312515310563/d39655dex101.htm) | [added: | |]

| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex101.htm)] [added: [10.11](http://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex101.htm)] | [added: | |] [Form of Special One-Time Grant of Restricted Stock Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex101.htm) | [added: | |]

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex102.htm)] [added: [10.12](http://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex102.htm)] | [added: | |] [Form of Special One-Time Grant of Deferred Stock Units Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex102.htm) | [added: | |]

| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1020.htm)] [added: [10.13](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1020.htm)] | [added: | |] [Form of Restricted Stock Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1020.htm) | [added: | |]

| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1021.htm)] [added: [10.14](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1021.htm)] | [added: | |] [Form of Deferred Stock Units Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1021.htm) | [added: | |]

| [removed: [10.19](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1019.htm)] [added: [10.15](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1019.htm)] | [added: | |] [Form of Performance Units [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1019.htm)] [added: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1019.htm)] | [added: | |]

| [removed: [10.20](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1020.htm)] [added: [10.16](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1020.htm)] | [added: | |] [Form of Restricted Stock [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1020.htm)] [added: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1020.htm)] | [added: | |]

| [removed: [10.21](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1021.htm)] [added: [10.17](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1021.htm)] | [added: | |] [Form of Deferred Stock Units [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1021.htm)] [added: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1021.htm)] | [added: | |]

| [removed: [10.22](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1022.htm)] [added: [10.25](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1022.htm)] | [added: | |] [Form of Nonstatutory Stock Option [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1022.htm)] [added: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1022.htm)] | [added: | |]

| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex103.htm)] [added: [10.26](http://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex103.htm)] | [added: | |] [Form of Nonstatutory Stock Option Agreement between the Company and the Optionee (three-year vesting)*](http://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex103.htm) | [added: | |]

| [removed: [10.24](http://www.sec.gov/Archives/edgar/data/91419/000095015209002427/l35751aexv10w5.htm)] [added: [10.31](http://www.sec.gov/Archives/edgar/data/91419/000119312513455851/d619488dex102.htm)] | [added: | |] [The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, [removed: 2007)*](http://www.sec.gov/Archives/edgar/data/91419/000095015209002427/l35751aexv10w5.htm)] [added: 2014)*](http://www.sec.gov/Archives/edgar/data/91419/000119312513455851/d619488dex102.htm)] | [added: | |]

| [removed: [10.25](http://www.sec.gov/Archives/edgar/data/91419/000119312513455851/d619488dex102.htm)] [added: [10.35](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1024.htm)] | [added: | |] [The J. M. Smucker Company [removed: Nonemployee Director Deferred Compensation Plan (Amended] [added: Restoration Plan, Amended] and Restated Effective January 1, [removed: 2014)*](http://www.sec.gov/Archives/edgar/data/91419/000119312513455851/d619488dex102.htm)] [added: 2013*](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1024.htm)] | [added: | |]

| | | | | | | | | |

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

| | | | | | |

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

| [4.1](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex41.htm) | | | [Description of Capital Stock](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex41.htm) | | |

| [4.7](http://www.sec.gov/Archives/edgar/data/91419/000119312520068844/d884218dex41.htm) | | | [Third Supplemental Indenture, dated as of March 9, 2020, between the Company and U.S. Bank National Association.](http://www.sec.gov/Archives/edgar/data/91419/000119312520068844/d884218dex41.htm) | | |

| | | | | | |

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

| Exhibit Number | | | Exhibit Description | | |

| [10.18](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1018.htm) | | | [Form of Deferred Stock Units Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1018.htm) | | |

| [10.19](http://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex101.htm) | | | [Form of Special One-Time Grant of Restricted Stock Agreement (5-year Cliff Vest)*](http://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex101.htm) | | |

| [10.20](http://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex102.htm) | | | [Form of Special One-Time Grant of Restricted Stock Agreement (4-year Cliff Vest)*](http://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex102.htm) | | |

| [10.21](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1021.htm) | | | [Form of Special One-Time Grant of Restricted Stock Agreement (3-year Cliff Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1021.htm) | | |

| [10.22](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1022.htm) | | | [Form of Special One-Time Grant of Restricted Stock Agreement (Age 60 Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1022.htm) | | |

| [10.23](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1023.htm) | | | [Form of Performance Units Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1023.htm) | | |

| [10.24](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1024.htm) | | | [Form of Nonstatutory Stock Option Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1024.htm) | | |

| [10.27](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1027.htm) | | | [Employment Offer, dated February 28, 2020, between the Company and John P. Brase*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1027.htm) | | |

| [10.28](http://www.sec.gov/Archives/edgar/data/91419/000009141920000012/sjm-20200131x10qex101.htm) | | | [Separation Agreement, effective as of January 4, 2020, between the Company and Kevin G. Jackson*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000012/sjm-20200131x10qex101.htm) | | |

| [10.29](http://www.sec.gov/Archives/edgar/data/91419/000009141920000012/sjm-20200131x10qex102.htm) | | | [Separation Agreement, effective as of January 10, 2020, between the Company and David J. Lemmon*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000012/sjm-20200131x10qex102.htm) | | |

| [10.34](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1034.htm) | | | [Amendment No. 2 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of May 1, 2017*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1034.htm) | | |

| [10.39](http://www.sec.gov/Archives/edgar/data/91419/000009141920000005/sjm-20200122xex101.htm) | | | [The J. M. Smucker Company Executive Severance Plan*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000005/sjm-20200122xex101.htm) | | |

| | | | | | |

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

| Exhibit Number | | | Exhibit Description | | |

| [10.49](http://www.sec.gov/Archives/edgar/data/91419/000009141919000019/sjm-20191115ex101.htm) | | | [Amendment No. 1 to Credit Agreement dated as of November 14, 2019, to the 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/91419/000009141919000019/sjm-20191115ex101.htm) | | |

| 104 | | | The cover page of this Annual Report on Form 10-K for the year ended April 30, 2020, formatted in Inline XBRL | | |

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

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

| | | | | | | /s/ Tucker H. Marshall | | | | | |

| | | | By: | | | Tucker H. Marshall | | | | | |

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

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

| * | | | | | | | | | | | | | | |

| /s/ Tucker H. Marshall | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | | | |

| | | |

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

| | |

| --- | --- |

| [2.3](http://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](http://www.sec.gov/Archives/edgar/data/91419/000009141918000005/sjm43018-10kex22.htm) |

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

| [4.3](http://www.sec.gov/Archives/edgar/data/91419/000119312516745256/d270847dex41.htm) | [Amendment No. 2, dated as of October 24, 2016, to the Rights Agreement, dated as of May 20, 2009, by and between the Company and Computershare Trust Company, N.A., as rights agent](http://www.sec.gov/Archives/edgar/data/91419/000119312516745256/d270847dex41.htm) |

| [4.4](http://www.sec.gov/Archives/edgar/data/91419/000119312518202526/d622941dex41.htm) | [Amendment No. 3, dated as of June 25, 2018, to the Rights Agreement, dated as of May 20, 2009, by and between the Company and Computershare Trust Company, N.A., as rights agent, and subsequently amended as of February 3, 2015, and October 24, 2016](http://www.sec.gov/Archives/edgar/data/91419/000119312518202526/d622941dex41.htm) |

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

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

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

| [10.33](http://www.sec.gov/Archives/edgar/data/91419/000095015205005068/l14421aexv10w1.txt) | [The J. M. Smucker Company 1998 Equity and Performance Incentive Plan (Amended and Restated Effective June 6, 2005)*](http://www.sec.gov/Archives/edgar/data/91419/000095015205005068/l14421aexv10w1.txt) |

| | | /s/ Mark R. Belgya |

| | By: | Mark R. Belgya |

| | | | | |

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

| * | | | | |

| /s/ Mark R. Belgya | | | | |

| Elizabeth Valk Long | | Director | | June 17, 2019 |