J.M. Smucker (SJM) 10-K risk factor changes: FY2021 vs FY2020

The [removed: outbreak of the novel coronavirus (“COVID-19”)] [added: COVID-19 pandemic and related ongoing implications] could negatively impact our business and results of operations.

[removed: COVID-19] [added: Though the continued availability and effectiveness of vaccines may partially mitigate the risks around the continued spread of COVID-19, the related ongoing implications] 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 [added: or labor shortages] could significantly disrupt our [added: production capabilities, particularly with respect to our coffee production, substantially all of which takes place in New Orleans, Louisiana;]

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

[added: - an impairment in the carrying value of goodwill, other] intangible [added: assets, or other long-lived assets, or a change in the useful life of finite-lived intangible] assets could occur if there are sustained changes in consumer purchasing behaviors, government restrictions, financial results, or a deterioration of macroeconomic conditions;

[removed: From time to time, we are engaged] in litigation to protect our intellectual property, which could result in substantial costs as well as diversion of management attention.

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

There are a limited number of manufacturers other than Keurig that are making [removed: cups] [added: pods] that will work in such proprietary brewing system.

We and our business partners purchase and use large quantities of many different commodities and agricultural products in the manufacturing of our products, including green coffee, peanuts, [removed: animal] protein meals, oils and fats, [removed: sweeteners,] grains, [added: sweeteners,] and fruit.

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, pandemic illness (such as the COVID-19 [removed: outbreak),] [added: pandemic),] foreign currency fluctuations, investor speculation, trade agreements, political unrest, consumer demand, and changes in governmental agricultural programs.

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

Although we use [removed: basis,] futures, options, [added: basis,] and fixed price contracts to manage commodity price volatility in some instances, commodity price increases ultimately result in corresponding increases in our raw material and energy costs.

We currently do not qualify any of our commodity or foreign currency exchange derivatives for hedge [removed: accounting.][added: accounting treatment.]

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

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 illness (such as the COVID-19 [removed: outbreak),] [added: pandemic),] or other causes, could significantly impair our ability to operate our business.

As of April 30, [removed: 2020,] [added: 2021,] 24 percent of our full-time employees, located at [removed: nine] [added: eight] manufacturing locations, are covered by collective bargaining agreements.

These contracts vary in term depending on location, with [removed: two] [added: five] contracts expiring in [removed: 2021,] [added: 2022,] representing [removed: 2] [added: 8] percent of our total employees.

[added: 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.

Sales to Walmart Inc. and subsidiaries amounted to 32 percent of net sales in [removed: 2020.][added: 2021.]

These sales are primarily included in [removed: the] [added: our] U.S. retail market segments.

Trade receivables [added: – net] at April 30, [removed: 2020,] [added: 2021,] included amounts due from Walmart Inc. and subsidiaries of [removed: $131.9] [added: $149.7] million, or [removed: 24] [added: 28] percent of the total trade receivables [added: – net] balance.

During [removed: 2020,] [added: 2021,] our top 10 customers, collectively, accounted for approximately 60 percent of consolidated net sales.

We expect that a significant portion of our revenues will continue to be derived from a limited number of [removed: customers.][added: customers as the retail environment continues to consolidate.]

Changes in customers’ strategies, including a reduction in the number of brands they carry or a shift of shelf space to private label products, may adversely affect [removed: sales.][added: sales and profitability.]

However, if we are unable to effectively compete in the expanding e-commerce market, adequately leverage technology to improve operating efficiencies, or develop the data analytics capabilities needed to generate actionable [removed: commercial insights, our business performance may be impacted, which may negatively impact our financial condition and results of operations.]

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

Our operations are subject to the general risks associated with [removed: acquisitions] [added: acquisitions, divestitures,] and [removed: divestitures.][added: restructurings.]

In addition, we have made strategic divestitures of brands and businesses, including the sale of [removed: our] [added: the *Crisco*, *Natural Balance*, and] U.S. baking [removed: business,] [added: businesses,] and we may do so in the future.

If we are unable to complete divestitures or [removed: to] successfully transition divested businesses, including the effective management of the related separation and stranded overhead [removed: costs,] [added: costs and transition services,] our business and financial results could be negatively impacted.

We may not realize all [removed: or part] of the anticipated cost savings or other benefits from such initiatives.

Other events and circumstances, such as financial or strategic difficulties, delays, or unexpected costs, may also adversely impact our ability to realize all [removed: or part] of the anticipated cost savings or other benefits, or cause us not to realize such cost savings or other benefits on the expected timetable.

Such disruptions could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our [removed: business needs can be arranged.]

The Financial Conduct Authority in the United Kingdom has stated that it will not require banks to submit LIBOR beyond [added: calendar year] 2021.

Our debt service obligations will require us to use a portion of our operating cash flow to pay interest and principal on indebtedness rather than for other corporate purposes, including funding future expansion of our business and ongoing capital [added: expenditures, which could impede our growth.]

A significant portion of our assets is [added: composed of] goodwill and other intangible assets, the majority of which are not amortized but are reviewed for impairment at least annually on February 1, and more often if indicators of impairment exist.

[added: At] April 30, [removed: 2020,] [added: 2021,] the carrying value of goodwill and other intangible assets totaled [removed: $12.7] [added: $12.1] billion, compared to total assets of [added: $16.3 billion and total shareholders’ equity of $8.1 billion.]

[removed: Events and conditions that could result in impairment include a sustained drop in the market price of our common] shares, increased competition or loss of market share, obsolescence, product claims that result in a significant loss of sales or profitability over the product life, deterioration in macroeconomic conditions, or declining financial performance in comparison to projected results.

As of April 30, [removed: 2020,] [added: 2021,] goodwill and indefinite-lived intangible assets totaled [removed: $6.3] [added: $6.0] billion and [removed: 2.9] [added: $2.9] billion, respectively.

The carrying values of the goodwill and indefinite-lived intangible assets were $2.4 billion and $1.4 billion, respectively, within the U.S. Retail Pet Foods segment, and $2.1 billion and $1.2 billion, respectively, within the U.S. Retail Coffee segment, which represent approximately [removed: 75] [added: 80] percent of the total goodwill and indefinite-lived intangible assets as of April 30, [removed: 2020.][added: 2021.]

Furthermore, the carrying values of the goodwill and indefinite-lived intangible assets within the U.S. Retail Pet Foods segment are susceptible to future impairment charges due to narrow differences between fair value and carrying [removed: value as a result] [added: value, which is primarily attributable to the recognition] of [added: these assets at fair value resulting from] recent impairment charges and the acquisition of Ainsworth in [removed: May 2018.][added: 2019.]

Risks Related to Our Business

The COVID-19 pandemic has had, and could continue to have, a negative impact on financial markets, economic conditions, and portions of our business and industry as a result of changes in consumer behaviors, retailer inventory levels, cost inflation, manufacturing and supply chain disruption, and overall macroeconomic conditions.

While our overall business has benefited from increased at-home consumption due to COVID-19, our ability to sustain heightened sales is dependent on evolving consumer mobility and purchasing behavior.

From time to time, we are engaged

Divestitures and related restructuring costs, such as the restructuring plan entered into in 2021, require a significant amount of management and operational resources.

These additional demands could divert management’s attention from core business operations, potentially adversely impacting existing business relationships and employee morale, resulting in negative impacts on our financial performance.

Risks Related to Our Industry

commercial insights, our business performance may be impacted, which may negatively impact our financial condition and results of operations.

Financial Risks

business needs can be arranged.

As of April 30, 2021, we had $4.8 billion of short-term borrowings and long-term debt.

Events and conditions that could result in impairment include a sustained drop in the market price of our common

Risks Related to Regulation and Litigation

We are subject to income and other taxes, primarily in the U.S. and Canada, based upon the jurisdictions in which our sales and profits are determined to be earned and taxed.

Federal, state, and foreign statutory tax rates and taxing regimes have been subject to significant change and continue to evolve.

Our interpretation of current tax laws and their applicability to our business, as well as any changes to existing laws, can significantly impact our effective tax rate and deferred tax balances.

In particular, recent proposals brought forth by the new U.S. presidential administration include increases to federal income tax rates that, if enacted, could have a material impact to our financial results.

We are also subject to regular reviews, examinations, and audits by the Internal Revenue Service (“IRS”) and other taxing authorities with respect to taxes within and outside of the U.S. Although we believe our tax estimates are reasonable, the final outcome of tax controversies could

result in material incremental tax liabilities, including interest and penalties.

Our effective tax rate is also influenced by the geography, timing, nature, and magnitude of transactions, such as acquisitions and divestitures, restructuring activities, and impairment charges.

Specifically, due to unforeseen weather events in Texas, Oklahoma, and Kansas during 2021, our pet manufacturing facilities in Kansas were temporarily shut down.

Although we

consider this to be an uncommon event, extreme weather could disrupt our production in the future, adversely affecting our ability to meet customer deadlines and supply demands.

General Risk Factors

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.

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

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

toward our lower-margin offerings.

A significant product recall or a product

superior products, we may be unable to maintain premium pricing over private label products.

Specifically, we may not realize all of the anticipated benefits of the Ainsworth acquisition or those benefits may take longer to realize than expected.

As of April 30, 2020, we had approximately $5.6 billion of short-term borrowings and long-term debt, partially as a result of our borrowings in 2019 to finance the Ainsworth acquisition.

expenditures, which could impede our growth.

At

$17.0 billion and total shareholders’ equity of $8.2 billion.

While we concluded there were no indicators of impairment as of April 30, 2020, any significant sustained

We are also subject to various state and local statutes and regulations.

The detection of even a trace amount of a listed substance can subject an affected product to the requirement of a warning label.

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

In particular, we are currently a defendant in Council for Education and Research on Toxics (“Plaintiff” or “CERT”) v.

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

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

The Company’s portfolio of 40+ brands, which are found in [added: nearly] 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*.

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

The U.S. retail market segments in total comprised [removed: 87] [added: 88] percent of net sales in [removed: 2020] [added: 2021] 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: The products included in the] International and Away From Home [removed: segment are] [added: includes the sale of products] 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).

We have been led by five generations of family leadership, having had only six chief executive officers in [removed: 123] [added: 124] years.

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

Our non-GAAP adjustments include amortization expense and impairment charges related to intangible [removed: assets, integration] [added: assets; divestiture, acquisition, integration,] and restructuring [removed: costs,] [added: costs (“special project costs”); gains] and [added: losses related to the sale of a business;] unallocated gains and losses on commodity and foreign currency exchange [removed: derivatives.][added: derivative activities (“unallocated derivative gains and losses”); and other one-time items that do not directly reflect ongoing operating results.]

Net sales has increased at a compound annual growth rate of [removed: 7] [added: 1] percent over the past five years, while adjusted operating income and adjusted earnings per share have increased at a rate of [removed: 9] [added: 1] percent and [removed: 14] [added: 4] percent, respectively, over the same period.

Net cash provided by operating activities has increased at a compound annual growth rate of [removed: 11 percent.][added: 1 percent over the past five years.]

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

[removed: This] [added: Under our ownership, the] business generated net sales of [removed: approximately $370.0] [added: $198.9 and $269.2] in [removed: 2018,] [added: 2021 and 2020, respectively,] primarily [added: included] in the U.S. Retail Consumer Foods segment.

We received [added: net] proceeds from the divestiture of [removed: $369.5,] [added: $530.2,] which were net of cash [removed: transactions] [added: transaction] costs and included a working capital adjustment.

[removed: During 2019,] [added: Upon completion of the transaction,] we recognized a pre-tax gain of [removed: $27.7 related to this transaction,] [added: $114.8 during 2021,] which [removed: was] [added: is] included in other operating expense (income) – net within the Statement of Consolidated Income.

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

All of our production operations remain [removed: open] [added: open,] and none have experienced significant disruptions or labor reductions related to COVID-19.

Furthermore, we have [removed: successfully] implemented measures to [removed: allocate] [added: manage] order volumes to ensure a consistent supply across our retail partners during this [removed: high] period of [added: high] demand.

During [removed: the fourth quarter of 2020,] [added: 2021,] we [removed: experienced] [added: continued to experience] an increase in [removed: orders] [added: orders, primarily] across our U.S. [added: Retail Coffee] and [removed: international retail businesses,] [added: U.S. Retail Consumer Foods segments,] in response to the increased consumer demand for our products related to [removed: “stock up” shopping and increased] [added: the elevated] at-home consumption.

[removed: We have also experienced a] [added: A] decline in products sold in [removed: the] away from home channels [added: has also been experienced] as a result of COVID-19, which has negatively impacted our net sales in our [removed: International and] Away From Home [removed: reportable segment] [added: operating segment,] and we expect [removed: to] [added: COVID-19 will] continue to adversely affect our net sales while [removed: government restrictions and physical distancing] [added: government-mandated safety] measures are in [removed: place.][added: place and consumers continue to stay at home as a precaution.]

We will continue to evaluate the nature and extent to which COVID-19 will impact our business, [added: supply chain,] consolidated results of operations, financial condition, and liquidity.

This discussion and analysis deals with comparisons of material changes in the consolidated financial statements for the years ended April 30, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

For the comparisons of the years ended April 30, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] see the Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our [removed: 2019] [added: 2020] Annual Report on Form 10-K.

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

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | % Increase (Decrease) | | | [removed: | | | | | | | | | | | |]

| Net sales | | | $ | [removed: 7,801.0] [added: 8,002.7] | | | | | $ | [removed: 7,838.0] [added: 7,801.0] | | | | | [removed: —] [added: 3] | | % | [removed: | | | | | | | | | | | |]

| Gross profit | | | $ | [removed: 3,002.0] [added: 3,138.7] | | | | | $ | [removed: 2,915.7 | | | | | 3 | | | | | | |] [added: 3,002.0] | | | | | [added: 5] | | |

| *% of net sales* | | | [removed: 38.5] [added: 39.2] | | % | | | | [removed: 37.2] [added: 38.5] | | % | | | | | | | [removed: | | | | | | | | | | | |]

| Operating income | | | $ | [removed: 1,223.1] [added: 1,386.8] | | | | | $ | [removed: 928.6 | | | | | 32 | | | | | | |] [added: 1,223.1] | | | | | [added: 13] | | |

| *% of net sales* | | | [removed: 15.7] [added: 17.3] | | % | | | | [removed: 11.8] [added: 15.7] | | % | | | | | | | [removed: | | | | | | | | | | | |]

| Net income: | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| Net income | | | $ | [removed: 779.5] [added: 876.3] | | | | | $ | [removed: 514.4 | | | | | 52 | | | | | | |] [added: 779.5] | | | | | [added: 12] | | |

| Net income per common share – assuming dilution | | | $ | [removed: 6.84] [added: 7.79] | | | | | $ | [removed: 4.52 | | | | | 51 | | | | | | |] [added: 6.84] | | | | | [added: 14] | | |

| Adjusted gross profit (A) | | | $ | [removed: 2,982.4] [added: 3,048.5] | | | | | $ | [removed: 2,969.9 | | | | | — | | | | | | |] [added: 2,982.4] | | | | | [added: 2] | | |

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

| Adjusted operating income (A) | | | $ | [removed: 1,508.7] [added: 1,528.8] | | | | | $ | [removed: 1,492.3] [added: 1,508.7] | | | | | 1 | | | [removed: | | | | | | | | | | | |]

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

| Adjusted income: (A) | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| Income | | | $ | [removed: 999.1] [added: 1,025.0] | | | | | $ | [removed: 942.7 | | | | | 6 | | | | | | |] [added: 999.1] | | | | | [added: 3] | | |

| Earnings per share – assuming dilution | | | $ | [removed: 8.76] [added: 9.12] | | | | | $ | [removed: 8.29 | | | | | 6 | | | | | | |] [added: 8.76] | | | | | [added: 4] | | |

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

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Increase (Decrease) | | | | | | % | | | [removed: | | | | | | | | | | | | | | | | | |]

Effective during the first quarter of 2021, the presentation of International and Away From Home represents a combination of all other operating segments that are not individually reportable.

As a result of leadership changes, these operating segments are being managed and reported separately and no longer represent a reportable segment for segment reporting purposes.

Segment results for prior periods have not been modified, as the combination of these operating segments represents the previously reported International and Away From Home reportable segment.

These increases were driven by increased at-home consumption for the U.S. Retail Coffee and U.S. Retail Consumer Foods segments and the Ainsworth acquisition in 2019, partially offset by the reduction in net sales from the divestitures of the *Crisco* and *Natural Balance* businesses in 2021 and the U.S. baking business in 2019.

through the payment of dividends and share repurchases.

On December 1, 2020, we sold the *Crisco* oils and shortening business to B&G Foods.

The transaction included oils and shortening products sold under the *Crisco* brand, primarily in the U.S. and Canada, certain trademarks and licensing agreements, dedicated manufacturing and warehouse facilities located in Cincinnati, Ohio, and approximately 160 employees who supported the *Crisco* business.

On January 29, 2021, we sold the *Natural Balance* premium pet food business to Nexus.

The transaction included pet food products sold under the *Natural Balance* brand, certain trademarks and licensing agreements, and select employees who supported the *Natural Balance* business.

Under our ownership, the business generated net sales of $156.7 and $222.8 in 2021 and 2020, respectively, included in the U.S. Retail Pet Foods segment.

We received net proceeds from the divestiture of $33.8, which were net of cash transaction costs and included a working capital adjustment.

Upon completion of the transaction, we recognized a pre-tax loss of $89.5 during 2021, which is included in other operating expense (income) – net within the Statement of Consolidated Income.

During 2021, state governments reopened their economies, while adhering to new guidelines and enhanced safety measures, such as social distancing and face mask protocols.

While there has been a general downward trend in U.S. cases in calendar year 2021, consumers continue to stay at home more frequently as a precaution, and as a result, at-home food consumption and demand remains elevated.

We anticipate these changes in consumer behavior to continue into 2022, dependent upon continued vaccine availability and effectiveness, as well as the impact of additional strains of the virus.

We commenced a phased approach to reopen our corporate headquarters in Orrville, Ohio, with increased safety protocols.

However, occupancy levels remain low as the majority of our office-based employees continue to work remotely where possible, and we continue to monitor the latest public health and government guidance related to COVID-19.

We have crisis management teams at all of our facilities, which are monitoring the evolving situation and implementing risk mitigation actions as necessary.

To date, there has been minimal disruption in our supply chain network, including the supply of our ingredients, packaging, or other sourced materials, although it is possible that more significant disruptions could occur if the COVID-19 pandemic continues to impact markets around the world, including the impact of e-commerce pressures on freight charges and potential shipping delays due to supply and demand imbalances.

We also continue to work closely with our customers and external business partners, taking additional actions to ensure safety and business continuity and maximize product availability.

It is anticipated that the increase in consumer demand will continue, to a lesser extent, through the beginning of 2022.

However, as states have reopened their economies during 2021, our net sales for the away from home channels improved compared to the initial months of the pandemic.

This trend could reverse during 2022 if cases rise and governments impose additional safety measures that further impact away from home consumption, which is partially dependent upon continued vaccine availability and effectiveness.

Overall, the impact of COVID-19 remains uncertain and ultimately depends on the length and severity of the pandemic, inclusive of the introduction of new strains of the virus; the federal, state, and local government actions taken in response; continued vaccine availability and effectiveness; and the macroeconomic environment.

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

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

| *Crisco* divestiture | | | — | | | | | | (112.4) | | | | | | 112.4 | | | | | | 1 | | |

| *Natural Balance* divestiture | | | — | | | | | | (53.6) | | | | | | 53.6 | | | | | | 1 | | |

Net sales in 2021 increased $201.7, or 3 percent, which includes $166.0 of noncomparable net sales in the prior year related to the *Crisco* and *Natural Balance* divestitures.

Net sales excluding divestitures and foreign currency exchange increased $360.0, or 5 percent, driven by favorable volume/mix across all of our retail businesses, supported by increased at-home consumption for the U.S. Retail Coffee and U.S. Retail Consumer Foods segments.

The retail business growth was partially offset by unfavorable volume/mix for the Away From Home operating segment.

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

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

| | | | 2021 | | | | | | 2020 | | |

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

Our non-GAAP adjustments include amortization expense and impairment charges related to intangible assets; special project costs; gains and losses related to the sale of a business; unallocated derivative gains and losses; and other one-time items that do not directly reflect ongoing operating results.

Other Income (Expense) – Net

Net other expense increased $30.6 in 2021, primarily reflecting pension settlement charges of $35.5, which includes the aggregate $29.6 pre-tax settlement charges recognized during 2021 related to the purchase of a group annuity contract to transfer our Canadian defined benefit pension plan obligations to an insurance company.

For further information, refer to Note 9: Pensions and Other Postretirement Benefits.

The effective tax rate of 25.2 percent for 2021 varied from the U.S. statutory tax rate of 21.0 percent primarily due to the impact of state income taxes, as well as additional net income tax expense related to the divestitures of the *Crisco* and *Natural Balance* businesses during the third quarter of 2021.

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

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.

The transaction did not include our baking business in Canada.

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;

- Reinforcement of mental health resources available to our employees;

- Implementation of appropriate physical distancing guidelines and extensive additional sanitation measures and temperature screenings at all of our locations to prevent the spread of COVID-19 and keep employees safe;

- Food and monetary donations to organizations including the Red Cross®, Feeding America®, United Way®, Rescue Bank® and the Akron-Canton Regional Foodbank; and

- 100 percent match of employee donations to more than 20 local and national charities.

We are working closely with our suppliers and customers and have been proactive in taking additional actions to ensure business continuity, maximize product availability, and minimize potential disruptions across our supply chain and operations.

This benefit was partially offset by the incremental expenses incurred to support the previously mentioned initiatives, which totaled approximately $13.0.

The increase in consumer demand may partially reverse in the coming months as consumer purchasing behavior may change as a result of the length and severity of the pandemic, duration of physical distancing requirements, stay-at-home orders, and macroeconomic implications.

In addition, if there is a second surge of the virus, we may experience another temporary increase in orders.

However, at the end of 2020, consumer demand and customer orders remain elevated compared to historical seasonal comparisons.

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| Ainsworth acquisition | | | (25.4) | | | | | | — | | | | | | (25.4) | | | | | | — | | | | | | | | | | | | | | | | | | | | |

| Baking divestiture | | | — | | | | | | (105.9) | | | | | | 105.9 | | | | | | 1 | | | | | | | | | | | | | | | | | | | | |

Net sales in 2020 decreased $37.0, reflecting $105.9 of noncomparable net sales in the prior year related to the U.S. baking business, partially offset by incremental net sales in the current year of $25.4 related to the Ainsworth acquisition.

Net sales excluding acquisition, divestiture, and foreign currency exchange increased $50.3, or 1 percent.

Favorable volume/mix contributed 2 percentage points to net sales, primarily driven by gains for the *Smucker’s, Dunkin’, Milk-Bone*, and *Meow Mix* brands, reflecting approximately $185.0 of incremental net sales resulting from increased consumer demand related to the COVID-19 pandemic.

These gains were partially offset by declines for private label dog food and the *Natural Balance* brand.

Lower net price realization impacted net sales by 1 percentage point, primarily due to lower net pricing for coffee and peanut butter.

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| | | | 2020 | | | | | | 2019 | | | | | | | | |

| Goodwill impairment charges | | | — | | | | | | 1.2 | | | | | | | | |

The favorable net impact of price and cost was mostly driven by a favorable change in the impact of derivative gains and losses.

During 2020, we recognized a noncash impairment charge of $52.4 associated with the *Natural Balance* brand within the U.S. Retail Pet Foods segment.

For additional information on this charge, refer to “Critical Accounting Estimates and Policies” in this discussion and analysis.

The effective tax rate of 26.7 percent for 2019 was also unfavorably impacted by the income tax expense associated with the sale of the U.S. baking business and a goodwill impairment charge within the U.S. Retail Consumer Foods segment, partially offset by a noncash deferred tax benefit related to the integration of Ainsworth.

Integration Activities

As of April 30, 2020, all integration activities related to the acquisition of Ainsworth were considered complete.

We are exposed to market risk related to changes in interest rates, [added: commodity prices, and] foreign currency exchange [removed: rates, and commodity prices.][added: rates.]

Interest Rate Risk: The fair value of our cash and cash equivalents at April 30, [removed: 2020,] [added: 2021,] approximates carrying value.

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

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

We utilize derivative instruments to manage interest [added: rate] risk associated with anticipated debt transactions, as well as to manage changes in the fair value of our long-term debt.

In [removed: March] 2020, we terminated [removed: the] interest rate contracts [added: concurrent with the pricing of the Senior Notes due March 15, 2030, and March 15, 2050.]

The [added: termination resulted in a pre-tax] loss [added: of $239.8, which] was deferred and included as a component of accumulated other comprehensive income (loss) and is being amortized as interest expense over the life of the debt.

As a result of the early termination, we received $58.1 in cash, which included $4.6 of accrued and prepaid interest and a $53.5 benefit that [removed: is] [added: was] deferred as a component of the carrying value of the long-term debt and is being recognized ratably as a reduction to interest expense over the [removed: remaining] life of the [removed: related] debt.

At April 30, [removed: 2020,] [added: 2021,] the remaining benefit of [removed: $12.4] [added: $4.0] was recorded as an increase in the long-term debt balance.

100-basis-point decrease in interest rates at April 30, [removed: 2020,] [added: 2021,] would increase the fair value of our long-term debt by [removed: $416.6.][added: $386.0.]

The foreign currency balance sheet exposures as of April 30, [removed: 2020,] [added: 2021,] are not expected to result in a significant impact on future earnings or

Based on our hedged foreign currency positions as of April 30, [removed: 2020,] [added: 2021,] 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: 6] [added: 5] percent of net sales during [removed: 2020.][added: 2021.]

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

| High | | | $ | [removed: 37.8] [added: 47.5] | | | | | $ | [removed: 51.6 | | | | | |] [added: 37.8] | |

| Low | | | [removed: 14.5 | | | | | | 25.3] [added: 11.7] | | | | | | [added: 14.5] | | |

| Average | | | [removed: 26.9 | | | | | | 37.0] [added: 29.0] | | | | | | [added: 26.9] | | |

They were designated as cash flow hedges and were used to manage our exposure to interest rate volatility associated with the anticipated debt financing.

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| | | | 2021 | | | | | | 2020 | | |

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 were designated as cash flow hedges.

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.

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| | | | 2020 | | | | | | 2019 | | | | | | | | |

[removed: 6] [added: 5] percent of consolidated net sales for [removed: 2020.][added: 2021.]

On May 14, 2018, we acquired the [added: outstanding] equity of Ainsworth Pet Nutrition, LLC (“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. [removed: For additional information, refer to Note 2: Acquisition.][added: The majority of Ainsworth’s sales were generated by the *Rachael Ray*® *Nutrish*® brand within the premium pet food category.]

For additional information, refer to Note 4: [removed: Divestiture.][added: Divestitures.]

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

The U.S. retail market segments in total comprised [removed: 87] [added: 88] percent of [removed: 2020] [added: 2021] 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: The] International and Away From Home [removed: segment] represents sales outside of the U.S. retail market segments.

Principal Products: Our principal products as of April 30, [removed: 2020,] [added: 2021,] are coffee, dog food, cat food, pet snacks, peanut butter, [removed: fruit spreads,] frozen handheld products, [removed: shortening] [added: fruit spreads, juices] and [removed: oils,] [added: beverages,] portion control products, [removed: juices] and [removed: beverages, and] baking mixes and ingredients.

Product sales information for the years [added: 2021,] 2020, [removed: 2019,] and [removed: 2018] [added: 2019] is included within Note 5: Reportable Segments.

In [removed: the] International and Away From [removed: Home segment,] [added: Home,] our products 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).

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

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

[removed: Basis, futures,] [added: Futures,] options, [added: basis,] and fixed price contracts are used to manage price volatility for a significant portion of our commodity costs.

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

Raw materials are generally available from numerous sources, although we have elected to source certain plastic packaging materials [added: and finished goods, such as K-Cup® pods and our *Pup-Peroni®* dog snacks,] from single sources of supply pursuant to long-term contracts.

Our major trademarks as of April 30, [removed: 2020,] [added: 2021,] are listed below.

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

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

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

[removed: |] [added: (A) Represents the combined] International and Away From Home [removed: | | | | | | *Folgers* and *Smucker’s* | | |][added: operating segments.]

[removed: *Dunkin’*TM and *Dunkin’ Donuts* are trademarks] [added: *Dunkin’* is a trademark] of DD IP Holder LLC [removed: 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, [added: e-commerce,] and drug stores.

[removed: The Dunkin’ Licenses do] [added: Information included in this document does] not pertain to [removed: *Dunkin’*] coffee or other products for sale in *Dunkin’* restaurants.

The terms of the [removed: Dunkin’ Licenses include] [added: *Dunkin’* license includes] the payment of royalties to an affiliate of DD IP Holder LLC and other financial commitments by the Company.

The [removed: Dunkin’ Licenses are] [added: *Dunkin’* license is] in effect until January 1, 2039.

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

However, as a result of the [added: *Crisco* and] U.S. baking business [removed: divestiture] [added: divestitures] during [added: 2021 and] 2019, [added: respectively,] the U.S. Retail Consumer Foods segment has experienced less seasonality.

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

Customers: Sales to Walmart Inc. and subsidiaries amounted to 32 [removed: percent, 32 percent, and 31] percent of net sales in [added: 2021,] 2020, [removed: 2019,] and [removed: 2018, respectively.][added: 2019.]

These sales are primarily included in [removed: the] [added: our] U.S. retail market segments.

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

During [removed: 2020,] [added: 2021,] our top 10 customers, collectively, accounted for approximately 60 percent of consolidated net sales.

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

In our total U.S. retail categories, private label held a [removed: 16.4] [added: 12.2] dollar average market share during the 52 weeks ended April [removed: 19, 2020,] [added: 18, 2021,] as compared to a [removed: 16.6] [added: 16.4] dollar average market share during the same period in the prior year.

Our primary brands and major competitors as of April 30, [removed: 2020,] [added: 2021,] are listed below.

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

| Premium pet food | | | *Rachael Ray Nutrish* and [removed: *Natural Balance*] [added: *Nature’s Recipe*] | | | *Blue Buffalo* (A) | | | General Mills, Inc. | | |

| | | | | | | *Pro [removed: Plan*] [added: Plan, ONE,*] and *Merrick* | | | Nestlé Purina PetCare Company | | |

| | | | | | | [removed: *McCafe*] [added: *McCafé*] | | | Keurig Dr. Pepper | | |

| Single serve coffee - K-Cup® | | | *Dunkin’, Folgers, Café Bustelo*, and [removed: *1850*TM] [added: *1850®*] | | | *Green Mountain Coffee* (A) [added: *, Donut Shop,*] and [removed: *McCafe*] [added: *McCaf*é] | | | Keurig Dr. Pepper | | |

| | | | | | | *Peet’s Coffee & Tea* | | | JDE Peet’s [removed: BV] [added: N.V.] | | |

On January 29, 2021, we sold the *Natural Balance*® premium pet food business to Nexus Capital Management LP (“Nexus”).

The transaction included pet food products sold under the *Natural Balance* brand, certain trademarks and licensing agreements, and select employees who supported the *Natural Balance* business.

Under our ownership, the business generated net sales of $156.7, $222.8, and $274.2 in 2021, 2020, and 2019, respectively, included in the U.S. Retail Pet Foods segment.

On December 1, 2020, we sold the *Crisco*® oils and shortening business to B&G Foods, Inc. (“B&G Foods”).

The transaction included oils and shortening products sold under the *Crisco* brand, primarily in the U.S. and Canada, certain trademarks and licensing agreements, dedicated manufacturing and warehouse facilities located in Cincinnati, Ohio, and approximately 160 employees who supported the *Crisco* business.

Under our ownership, the business generated net sales of $198.9, $269.2, and $258.5 in 2021, 2020, and 2019, respectively, primarily included in the U.S. Retail Consumer Foods segment.

For additional information, refer to Note 4: Divestitures.

This business generated net sales of $105.9 in 2019, primarily included in the U.S. Retail Consumer Foods segment.

For additional information, refer to Note 4: Divestitures.

Results of the Ainsworth acquisition are primarily included in the U.S. Retail Pet Foods segment.

For additional information, refer to Note 2: Acquisition.

Effective during the first quarter of 2021, the presentation of International and Away From Home represents a combination of all other operating segments that are not individually reportable.

As a result of leadership changes, these operating segments are being managed and reported separately and no longer represent a reportable segment for segment reporting purposes.

Segment results for prior periods have not been modified, as the combination of these operating segments represents the previously reported International and Away From Home reportable segment.

| Other (A) | | | | | | *Folgers* and *Smucker’s* | | |

The decrease in average market share is primarily driven by excluding the shortening and oils category in 2021, as a result of the *Crisco* divestiture.

| | | | | | | *El Monterrey* | | | Ruiz Foods | | |

| Foodservice frozen handheld | | | *Smucker’s Uncrustables* | | | *Hot Off the Grill* | | | Integrated Food Service | | |

Government Regulation: Our operations are subject to various regulations and laws administered by federal, state, and local government agencies in the U.S., including the Food and Drug Administration, Federal Trade Commission, Departments of Labor and Commerce, and Environmental Protection Agency.

Additionally, we are subject to regulations and laws administered by government agencies in Canada and other countries in which we have operations and our products are sold.

In particular, the manufacturing, marketing, packaging, labeling, transportation, storage, distribution, and sale of food products are each subject to governmental regulation, encompassing such matters as ingredients, pricing, advertising, relations with distributors and retailers, health, safety, data privacy and security, anti-corruption, and the environment.

Additionally, we are subject to tax and securities regulations, accounting and reporting standards, and other financial laws and regulations.

We rely on legal and operational compliance programs, including in-house and outside counsel, to guide our businesses in complying with applicable laws and regulations of the countries in which we do business.

We believe we are in compliance with such laws and regulations and do not expect continued compliance to have a material impact on our capital expenditures, earnings, or competitive position in 2022.

Environmental Matters: Compliance with environmental regulations and prioritizing our environmental sustainability efforts are important to us as a good corporate citizen.

Human Capital Management: Our values and principles are rooted in our *Basic Beliefs* and serve as the foundation for our strategic and daily decisions.

As demonstrated by our *Basic Beliefs* of *Quality*, *People*, *Ethics*, *Growth*, and *Independence*, we are committed to supporting our employees holistically, both personally and professionally.

With approximately 7,100 full-time employees worldwide, every Smucker employee makes a difference to our Company.

We believe it is critical that we have an inclusive and diverse environment and that we take proactive steps to ensure we meet our employees’ physical, emotional, and financial needs.

In order to hold ourselves accountable, we conduct an employee engagement survey every two to three years to provide an opportunity for open and confidential feedback from our employees and identify opportunities for improvement.

Additionally, we send out pulse surveys as needed to gain additional information based on responses to the larger engagement survey and other topics that may be immediately applicable.

Additional information regarding our human capital management is available in our 2020 Corporate Impact Report that can be found on our website at www.jmsmucker.com/news-stories/corporate-publications/corporate-impact-report.

Information on our website, including our 2020 Corporate Impact Report, is not incorporated by reference into this Annual Report on Form 10-K.

Health and Wellness: Maintaining a safe and healthy workplace is among our top priorities.

We are diligent in ensuring workforce health and safety through education and training which is provided at all locations.

These efforts resulted in us achieving a total recordable incident rate during 2021 that is four times below the national average.

Further, we have maintained an unwavering commitment to supporting the health and well-being of our employees during the novel coronavirus (“COVID-19”) pandemic.

We have implemented extensive safety and sanitation measures to help ensure employee health and well-being, encouraging remote work for all who are able, and introducing protocols in our manufacturing facilities to allow for appropriate social distancing and protection of our employees.

Additionally, we are paying 100 percent of the cost for employee COVID-19 testing and providing personal leave to individuals who test positive or have to care for a family member who tests positive.

Further, during 2021, we have reinforced the importance of self-care and the availability of mental health resources to our employees.

This business generated net sales of approximately $370.0 million in 2018.

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

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

Additionally, the Back to School period and the Spring Holiday season are important promotional periods.

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, shortening and 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 experience significant seasonality.

The divestiture of the U.S. baking business and the acquisition of Ainsworth during 2019 have further reduced the seasonality of our overall working capital requirements.

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.

| Frozen sandwiches and snacks | | | *Smucker’s Uncrustables* (A) | | | *Skippy P.B. & Jelly Minis* | | | Hormel Foods Corporation | | |

| Shortening and oils | | | *Crisco* (B) | | | Private Label Brands (B) | | | Various | | |

| | | | | | | *Wesson* | | | Richardson International Ltd. | | |

(B) *Crisco* is the market leader within the shortening category.

In the oils category, private label brands, collectively, maintain the largest share.

Environmental Matters: We consider it to be our responsibility as a good corporate citizen to be compliant with environmental regulations and focus on environmental sustainability.

Compliance with the provisions of enacted or pending federal, state, and local environmental regulations regarding either the discharge of materials into the environment or the protection of the environment is not expected to have a material effect upon our capital expenditures, earnings, or competitive position in 2021.

Employees: At April 30, 2020, we had approximately 7,300 full-time employees worldwide, of which 24 percent, located at nine manufacturing locations, are covered by union contracts.

These contracts vary in term depending on location, with two contracts expiring in 2021, representing 2 percent of our total employees.

We believe our relations with our employees are good.

| Mark R. Belgya | | | | | | 59 | | | | | | 35 | | | | | | Vice Chair (C) | | | | | | 1997 | | |

Prior to that time, she served as Senior Vice President, Strategy and M&A since March 2018, Vice President, Corporate Strategy and Development since May 2016, and Director, Corporate Strategy and Development since February 2013.

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

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

Prior to that time, she served as Vice President, Human Resources 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.

The information required for this Item is incorporated herein by reference to Note 16: [removed: Contingencies.][added: Contingencies in Part II, Item 8 in this Annual Report on Form 10-K.]

For the fiscal year ended April 30, [removed: 2020][added: 2021]

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

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

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

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

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

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

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

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

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

The aggregate market value of the common shares held by nonaffiliates of the registrant at October 31, [removed: 2019,] [added: 2020,] was [removed: $11,446,124,922.][added: $12,194,989,389.]

As of June [removed: 12, 2020, 114,043,184] [added: 10, 2021, 108,343,689] common shares of The J. M. Smucker Company were issued and outstanding.

Certain sections of the registrant’s definitive Proxy Statement to be filed in connection with its Annual Meeting of Shareholders to be held on August [removed: 19, 2020,] [added: 18, 2021,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

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

| Item 1. | | | Business | | | [removed: [2](#ice2a94bb880d416d9bc26e8d72833d6d_13) | | |] [added: [2](#i9f71a0d6ee4746a6869e44a16ae5454d_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [7](#ice2a94bb880d416d9bc26e8d72833d6d_16) | | |] [added: [8](#i9f71a0d6ee4746a6869e44a16ae5454d_16)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [16](#ice2a94bb880d416d9bc26e8d72833d6d_19) | | |] [added: [18](#i9f71a0d6ee4746a6869e44a16ae5454d_19)] | | |

| Item 2. | | | Properties | | | [removed: [17](#ice2a94bb880d416d9bc26e8d72833d6d_22) | | |] [added: [19](#i9f71a0d6ee4746a6869e44a16ae5454d_22)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [17](#ice2a94bb880d416d9bc26e8d72833d6d_25) | | |] [added: [19](#i9f71a0d6ee4746a6869e44a16ae5454d_25)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [17](#ice2a94bb880d416d9bc26e8d72833d6d_28) | | |] [added: [19](#i9f71a0d6ee4746a6869e44a16ae5454d_28)] | | |

| PART II. | | | | | | | | | [removed: | | |]

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [18](#ice2a94bb880d416d9bc26e8d72833d6d_34) | | |] [added: [20](#i9f71a0d6ee4746a6869e44a16ae5454d_34)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [20](#ice2a94bb880d416d9bc26e8d72833d6d_46) | | |] [added: [21](#i9f71a0d6ee4746a6869e44a16ae5454d_46)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [34](#ice2a94bb880d416d9bc26e8d72833d6d_70) | | |] [added: [35](#i9f71a0d6ee4746a6869e44a16ae5454d_70)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [36](#ice2a94bb880d416d9bc26e8d72833d6d_76) | | |] [added: [37](#i9f71a0d6ee4746a6869e44a16ae5454d_76)] | | |

| Item 9. | | | Changes [removed: In] [added: in] and Disagreements with Accountants on Accounting and Financial Disclosures | | | [removed: [78](#ice2a94bb880d416d9bc26e8d72833d6d_202) | | |] [added: [79](#i9f71a0d6ee4746a6869e44a16ae5454d_205)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [78](#ice2a94bb880d416d9bc26e8d72833d6d_205) | | |] [added: [79](#i9f71a0d6ee4746a6869e44a16ae5454d_208)] | | |

| Item 9B. | | | Other Information | | | [removed: [78](#ice2a94bb880d416d9bc26e8d72833d6d_208) | | |] [added: [79](#i9f71a0d6ee4746a6869e44a16ae5454d_211)] | | |

| PART III. | | | | | | | | | [removed: | | |]

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [79](#ice2a94bb880d416d9bc26e8d72833d6d_214) | | |] [added: [80](#i9f71a0d6ee4746a6869e44a16ae5454d_217)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [79](#ice2a94bb880d416d9bc26e8d72833d6d_217) | | |] [added: [80](#i9f71a0d6ee4746a6869e44a16ae5454d_220)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [79](#ice2a94bb880d416d9bc26e8d72833d6d_220) | | |] [added: [80](#i9f71a0d6ee4746a6869e44a16ae5454d_223)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [79](#ice2a94bb880d416d9bc26e8d72833d6d_223) | | |] [added: [80](#i9f71a0d6ee4746a6869e44a16ae5454d_226)] | | |

| Item 14. | | | Principal [removed: Accounting] [added: Accountant] Fees and Services | | | [removed: [79](#ice2a94bb880d416d9bc26e8d72833d6d_226) | | |] [added: [80](#i9f71a0d6ee4746a6869e44a16ae5454d_229)] | | |

| PART IV. | | | | | | | | | [removed: | | |]

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [80](#ice2a94bb880d416d9bc26e8d72833d6d_232) | | |] [added: [81](#i9f71a0d6ee4746a6869e44a16ae5454d_235)] | | |

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| Item 6. | | | \[Reserved\] | | | [21](#i9f71a0d6ee4746a6869e44a16ae5454d_46) | | |

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| | | | Signatures | | | [84](#i9f71a0d6ee4746a6869e44a16ae5454d_241) | | |

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| Item 6. | | | Selected Financial Data | | | [19](#ice2a94bb880d416d9bc26e8d72833d6d_40) | | | | | |

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

The table below lists all of our manufacturing and processing facilities at April 30, [removed: 2020.][added: 2021.]

| Sherbrooke, Quebec | | | | | | Canned milk | | | | | | [removed: International and Away From Home] [added: Other (C)] | | |

| Suffolk, Virginia [added: (B)] | | | | | | Liquid coffee | | | | | | [removed: International and Away From Home] [added: Other (C)] | | |

(B)As recently announced, we plan to close our Suffolk liquid coffee plant by the end of 2022.

(C)Represents the combined International and Away From Home operating segments.

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

There were [removed: approximately 304,821] [added: 324,874] shareholders of record as of June [removed: 12, 2020,] [added: 10, 2021,] of which [removed: approximately 35,966] [added: 34,421] 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 [removed: 2020,] [added: 2021,] 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:

(d) As of April 30, [removed: 2020,] [added: 2021,] there were [removed: 3,586,598] [added: approximately 2.8 million] common shares remaining available for [removed: future] repurchase pursuant to [removed: our Board of Directors’] [added: the Board’s] authorizations.

Comparison of Cumulative Total Return: The following graph compares the cumulative total shareholder return for the five years ended April 30, [removed: 2020,] [added: 2021,] 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, [removed: 2015.][added: 2016.]

[removed: ][added: ]

| | | | April 30, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | [removed: 2015 | | | | | |] 2016 | | | | | | 2017 | | | | | | 2018 | | | | | | 2019 | | | | | | 2020 | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2021] | | |

Copyright © [removed: 2020] [added: 2021] Standard & [removed: Poor's,] [added: Poor’s,] a division of S&P Global.

| February 1, 2021 - February 28, 2021 | | | | | | 380 | | | | | | $ | 118.78 | | | | | — | | | | | | 4,086,598 | | |

| March 1, 2021 - March 31, 2021 | | | | | | 1,275,930 | | | | | | 117.64 | | | | | | 1,275,126 | | | | | | 2,811,472 | | |

| April 1, 2021 - April 30, 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,811,472 | | |

| Total | | | | | | 1,276,310 | | | | | | $ | 117.64 | | | | | 1,275,126 | | | | | | 2,811,472 | | |

(c) During the fourth quarter of 2021, we repurchased approximately 1.3 million common shares under our repurchase program, as discussed in Note 17: Common Shares in Part II, Item 8 in this Annual Report on Form 10-K.

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| The J. M. Smucker Company | | | $ | 100.00 | | | | | $ | 101.92 | | | | | $ | 94.22 | | | | | $ | 104.38 | | | | | $ | 100.89 | | | | | $ | 118.62 | |

| S&P Packaged Foods & Meats | | | 100.00 | | | | | | 105.77 | | | | | | 90.62 | | | | | | 100.12 | | | | | | 105.22 | | | | | | 123.73 | | |

| S&P 500 | | | 100.00 | | | | | | 117.92 | | | | | | 133.56 | | | | | | 151.58 | | | | | | 152.89 | | | | | | 223.20 | | |

| 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 | | |

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

FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA

The following table presents selected financial data for each of the five years in the period ended April 30, 2020.

The selected financial data should be read in conjunction with the “Results of Operations” and “Liquidity and Capital Resources” sections within Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto.

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| | | | Year Ended April 30, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (Dollars and shares in millions, except per share data) | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Statements of Income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net sales | | | $ | 7,801.0 | | | | | $ | 7,838.0 | | | | | $ | 7,357.1 | | | | | $ | 7,392.3 | | | | | $ | 7,811.2 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Gross profit | | | $ | 3,002.0 | | | | | $ | 2,915.7 | | | | | $ | 2,836.1 | | | | | $ | 2,835.3 | | | | | $ | 2,967.8 | | | | | | | | | | | | | | | | | | | | | | | | | |

| *% of net sales* | | | 38.5 | | % | | | | 37.2 | | % | | | | 38.5 | | % | | | | 38.4 | | % | | | | 38.0 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating income | | | $ | 1,223.1 | | | | | $ | 928.6 | | | | | $ | 1,044.0 | | | | | $ | 1,042.6 | | | | | $ | 1,146.3 | | | | | | | | | | | | | | | | | | | | | | | | | |

| *% of net sales* | | | 15.7 | | % | | | | 11.8 | | % | | | | 14.2 | | % | | | | 14.1 | | % | | | | 14.7 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | $ | 779.5 | | | | | $ | 514.4 | | | | | $ | 1,338.6 | | | | | $ | 592.3 | | | | | $ | 688.7 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Financial Position: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | 391.1 | | | | | $ | 101.3 | | | | | $ | 192.6 | | | | | $ | 166.8 | | | | | $ | 109.8 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | 16,970.4 | | | | | | 16,711.3 | | | | | | 15,301.2 | | | | | | 15,639.7 | | | | | | 15,984.1 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total debt | | | 5,621.3 | | | | | | 5,910.8 | | | | | | 4,832.0 | | | | | | 5,398.5 | | | | | | 5,430.0 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total shareholders’ equity | | | 8,190.9 | | | | | | 7,970.5 | | | | | | 7,891.1 | | | | | | 6,850.2 | | | | | | 7,008.5 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Liquidity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net cash provided by operating activities | | | $ | 1,254.8 | | | | | $ | 1,141.2 | | | | | $ | 1,218.0 | | | | | $ | 1,059.0 | | | | | $ | 1,461.0 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Additions to property, plant, and equipment | | | 269.3 | | | | | | 359.8 | | | | | | 321.9 | | | | | | 192.4 | | | | | | 201.4 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Free cash flow (A) | | | 985.5 | | | | | | 781.4 | | | | | | 896.1 | | | | | | 866.6 | | | | | | 1,259.6 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Quarterly dividends paid | | | 396.8 | | | | | | 377.9 | | | | | | 350.3 | | | | | | 339.3 | | | | | | 316.6 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Purchase of treasury shares | | | 4.2 | | | | | | 5.4 | | | | | | 7.0 | | | | | | 437.6 | | | | | | 441.1 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| EBITDA (as adjusted) (A) | | | 1,714.8 | | | | | | 1,560.9 | | | | | | 1,625.1 | | | | | | 1,593.7 | | | | | | 1,579.1 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Weighted-average shares outstanding | | | 114.0 | | | | | | 113.7 | | | | | | 113.6 | | | | | | 116.0 | | | | | | 119.4 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Weighted-average shares outstanding – assuming dilution | | | 114.0 | | | | | | 113.7 | | | | | | 113.6 | | | | | | 116.1 | | | | | | 119.5 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Dividends declared per common share | | | $ | 3.52 | | | | | $ | 3.40 | | | | | $ | 3.12 | | | | | $ | 3.00 | | | | | $ | 2.68 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Earnings per Common Share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | $ | 6.84 | | | | | $ | 4.52 | | | | | $ | 11.79 | | | | | $ | 5.11 | | | | | $ | 5.77 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income – assuming dilution | | | 6.84 | | | | | | 4.52 | | | | | | 11.78 | | | | | | 5.10 | | | | | | 5.76 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other Non-GAAP Measures: (A) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Adjusted gross profit | | | $ | 2,982.4 | | | | | $ | 2,969.9 | | | | | $ | 2,802.7 | | | | | $ | 2,868.2 | | | | | $ | 2,968.0 | | | | | | | | | | | | | | | | | | | | | | | | | |

| *% of net sales* | | | 38.2 | | % | | | | 37.9 | | % | | | | 38.1 | | % | | | | 38.8 | | % | | | | 38.0 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Adjusted operating income | | | $ | 1,508.7 | | | | | $ | 1,492.3 | | | | | $ | 1,439.7 | | | | | $ | 1,492.9 | | | | | $ | 1,490.8 | | | | | | | | | | | | | | | | | | | | | | | | | |

| *% of net sales* | | | 19.3 | | % | | | | 19.0 | | % | | | | 19.6 | | % | | | | 20.2 | | % | | | | 19.1 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Adjusted income and earnings per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Adjusted income | | | $ | 999.1 | | | | | $ | 942.7 | | | | | $ | 904.6 | | | | | $ | 895.9 | | | | | $ | 931.3 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Report of Management on Internal Control Over Financial Reporting | | | [removed: [37](#ice2a94bb880d416d9bc26e8d72833d6d_79)] [added: [38](#i9f71a0d6ee4746a6869e44a16ae5454d_79)] | | |

| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | | [removed: [38](#ice2a94bb880d416d9bc26e8d72833d6d_82)] [added: [39](#i9f71a0d6ee4746a6869e44a16ae5454d_82)] | | |

| Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements | | | [removed: [39](#ice2a94bb880d416d9bc26e8d72833d6d_85)] [added: [40](#i9f71a0d6ee4746a6869e44a16ae5454d_85)] | | |

| Report of Management on Responsibility for Financial Reporting | | | [removed: [42](#ice2a94bb880d416d9bc26e8d72833d6d_88)] [added: [43](#i9f71a0d6ee4746a6869e44a16ae5454d_88)] | | |

| Consolidated Balance Sheets at April 30, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] | | | [removed: [44](#ice2a94bb880d416d9bc26e8d72833d6d_97)] [added: [45](#i9f71a0d6ee4746a6869e44a16ae5454d_97)] | | |

| For the years ended April 30, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018:] [added: 2019:] | | | | | |

| Statements of Consolidated Income | | | [removed: [43](#ice2a94bb880d416d9bc26e8d72833d6d_91)] [added: [44](#i9f71a0d6ee4746a6869e44a16ae5454d_91)] | | |

| Statements of Consolidated Comprehensive Income | | | [removed: [43](#ice2a94bb880d416d9bc26e8d72833d6d_94)] [added: [44](#i9f71a0d6ee4746a6869e44a16ae5454d_94)] | | |

| Statements of Consolidated Cash Flows | | | [removed: [45](#ice2a94bb880d416d9bc26e8d72833d6d_103)] [added: [46](#i9f71a0d6ee4746a6869e44a16ae5454d_103)] | | |

| Statements of Consolidated Shareholders’ Equity | | | [removed: [46](#ice2a94bb880d416d9bc26e8d72833d6d_106)] [added: [47](#i9f71a0d6ee4746a6869e44a16ae5454d_106)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [47](#ice2a94bb880d416d9bc26e8d72833d6d_112)] [added: [48](#i9f71a0d6ee4746a6869e44a16ae5454d_112)] | | |

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, [removed: 2020.][added: 2021.]

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, [removed: 2020.][added: 2021.]

Ernst & Young LLP, an independent registered public accounting firm, audited the effectiveness of our internal control over financial reporting as of April 30, [removed: 2020,] [added: 2021,] and their report thereon is included on page [removed: 38] [added: 39] of this report.

We have audited The J. M. Smucker Company’s internal control over financial reporting as of April 30, [removed: 2020,] [added: 2021,] 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, [removed: 2020,] [added: 2021,] 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 [added: 2021] consolidated [removed: balance sheets of the Company as of April 30, 2020 and 2019, the related] [added: financial] statements of [removed: consolidated income, comprehensive income, shareholders’ equity, and cash flows for each of] the [removed: three years in the period ended April 30, 2020, and the related notes] [added: Company] and our report dated June [removed: 19, 2020] [added: 17, 2021] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of The J. M. Smucker Company (the “Company”) as of April 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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, [removed: 2020,] [added: 2021,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at April 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended April 30, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of April 30, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control – Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated June [removed: 19, 2020] [added: 17, 2021] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | At April 30, [removed: 2020,] [added: 2021,] the Company’s total goodwill was [removed: $6.3] [added: $6.0] billion, of that, $2.4 billion relates to the U.S. Retail Pet Foods segment. Goodwill is assigned to the Company’s reporting units as of the acquisition date. As discussed in Note 1 and Note 7 of the consolidated financial statements, goodwill is quantitatively tested at the reporting unit level for impairment at least annually on February 1, or when events or circumstances occur that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company uses an income and market approach in its quantitative impairment tests. U.S. Retail Pet Foods goodwill is susceptible to impairment due to the narrow difference between fair value and carrying value. | | |

| | | | To test the estimated fair value used in the Company’s U.S. Retail Pet Foods impairment analysis, we performed audit procedures that included, among others, assessing fair value methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. [removed: For example,] [added: As it pertains to revenue growth rates and profitability assumptions,] we compared the significant assumptions used by management to current industry and economic trends, changes to the Company’s business model, customer base or product [removed: mix and other relevant factors.] [added: mix, as applicable.] We assessed the historical accuracy of management’s estimates. [removed: We also performed sensitivity analyses of significant assumptions, including the weighted average cost of capital and terminal period revenue growth rate, to evaluate the changes in fair value that would result from changes in the assumptions and the potential impact on the Company’s conclusion of whether or not the goodwill was impaired.] In addition, we involved our valuation [removed: specialist] [added: specialists] to assist with our evaluation of the methodology used by the Company and significant assumptions, including, [removed: among others,] the weighted average cost of capital. [added: Specifically, we evaluated the components of the weighted average cost of capital assumptions used by the Company by performing an independent corroborative calculation with the involvement of our valuation specialists.] | | |

| *Description of the Matter* | | | At April 30, [removed: 2020,] [added: 2021,] the Company’s total indefinite-lived intangible [removed: assets] [added: assets, excluding goodwill,] were $2.9 billion, of that, $1.4 billion relates to the U.S. Retail Pet Foods segment and $1.2 billion relates to the U.S. Retail Coffee segment (collectively, the “Pet Foods and Coffee indefinite-lived intangible assets”). As discussed in Note 1 and Note 7 of the consolidated financial statements, indefinite-lived intangible assets are quantitatively tested for impairment at least annually on February 1, or when events or circumstances occur that would more likely than not reduce the fair value of the asset below its carrying amount. The Company uses an income approach in its quantitative impairment tests. Certain Pet Foods and Coffee indefinite-lived intangible assets are individually material, have had recently recognized impairment charges, or are susceptible to future charges due to the narrow differences between fair value and carrying value, or a combination of some or all three of these criteria. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Pet Foods and Coffee indefinite-lived intangible [removed: asset] [added: assets] impairment review process, including controls over the significant assumptions mentioned above. | | |

| | | | To test the estimated fair value used in the Company’s Pet Foods and Coffee indefinite-lived intangible assets impairment analyses, we performed audit procedures that included, among others, assessing fair value methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. [removed: For example,] [added: As it pertains to revenue growth rates,] we compared the significant assumptions used by management to current industry and economic trends, changes to the Company’s business model, customer base or product [removed: mix and other relevant factors.] [added: mix, as applicable.] We assessed the historical accuracy of management’s estimates. [removed: We also performed sensitivity analyses] [added: In addition, we involved our valuation specialist to assist with our evaluation] of [added: the methodology used by the Company and] significant assumptions, including the required rates of return and royalty [removed: rates,] [added: rate. As it pertains] to [removed: evaluate] the [removed: changes in the fair value] [added: required rate] of [added: return, we evaluated] the [removed: indefinite-lived intangible assets that would result from changes in] [added: components of] the [added: weighted average cost of capital] assumptions [removed: and] [added: used by] the [removed: potential impact on] [added: Company by performing an independent corroborative calculation with] the [removed: Company’s conclusion] [added: involvement] of [removed: whether or not] [added: our valuation specialists. We also evaluated] the [added: premia applied to the weighted average cost of capital of the Pet Foods and Coffee] indefinite-lived intangible assets [removed: were impaired. In addition, we involved our valuation specialist to assist with our evaluation] [added: based on the characteristics] of [added: each asset subject to] the [removed: methodology] [added: evaluation. As it pertains to the royalty rates] used [added: in the impairment analyses, we performed independent corroborative profit split calculations to evaluate the royalty rates selected] by the [added: Company. We also evaluated market royalty rates cited by the] Company [removed: and significant assumptions, including] [added: as to their relevance to] the [removed: required rate of return and royalty rate.] [added: Company’s conclusions.] | | |

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

| (Dollars in millions, except per share data) | | | [removed: 2020 | | | | | | 2019 | | | | | | 2018] [added: 2021] | | | | | | [added: 2020] | | | | | | [added: 2019] | | |

| Net sales | | | $ | [removed: 7,801.0] [added: 8,002.7] | | | | | $ | [removed: 7,838.0] [added: 7,801.0] | | | | | $ | [removed: 7,357.1 | | | | | | | | | | | |] [added: 7,838.0] | |

| Cost of products sold | | | [removed: 4,799.0 | | | | | | 4,922.3 | | | | | | 4,521.0] [added: 4,864.0] | | | | | | [added: 4,799.0] | | | | | | [added: 4,922.3] | | |

| Gross Profit | | | [removed: 3,002.0 | | | | | | 2,915.7 | | | | | | 2,836.1] [added: 3,138.7] | | | | | | [added: 3,002.0] | | | | | | [added: 2,915.7] | | |

| Selling, distribution, and administrative expenses | | | [removed: 1,474.3 | | | | | | 1,508.6 | | | | | | 1,362.9] [added: 1,523.1] | | | | | | [added: 1,474.3] | | | | | | [added: 1,508.6] | | |

| Amortization | | | [removed: 236.3 | | | | | | 240.3 | | | | | | 206.8] [added: 233.0] | | | | | | [added: 236.3] | | | | | | [added: 240.3] | | |

| Goodwill impairment [removed: charges] [added: charge] | | | — | | | | | | [removed: 97.9 | | | | | | 145.0 | | | | | |] [added: —] | | | | | | [added: 97.9] | | |

| Other intangible assets impairment charges | | | [removed: 52.4 | | | | | | 107.2 | | | | | | 31.9] [added: 3.8] | | | | | | [added: 52.4] | | | | | | [added: 107.2] | | |

| Other special project costs (A) | | | [removed: 16.5 | | | | | | 64.1 | | | | | | 45.4] [added: 20.7] | | | | | | [added: 16.5] | | | | | | [added: 64.1] | | |

| Other operating expense (income) – net | | | [removed: (0.6) | | | | | | (31.0) | | | | | | 0.1] [added: (28.7)] | | | | | | [added: (0.6)] | | | | | | [added: (31.0)] | | |

| Operating Income | | | [removed: 1,223.1 | | | | | | 928.6 | | | | | | 1,044.0] [added: 1,386.8] | | | | | | [added: 1,223.1] | | | | | | [added: 928.6] | | |

| Interest expense – net | | | [removed: (189.2) | | | | | | (207.9) | | | | | | (174.1)] [added: (177.1)] | | | | | | [added: (189.2)] | | | | | | [added: (207.9)] | | |

| Other income (expense) – net | | | [removed: (7.2) | | | | | | (19.1) | | | | | | (8.9)] [added: (37.8)] | | | | | | [added: (7.2)] | | | | | | [added: (19.1)] | | |

| Income Before Income Taxes | | | [removed: 1,026.7 | | | | | | 701.6 | | | | | | 861.0] [added: 1,171.9] | | | | | | [added: 1,026.7] | | | | | | [added: 701.6] | | |

June 17, 2021

June 17, 2021

| (Dollars in millions) | | | 2021 | | | | | | 2020 | | |

| Trade receivables – net | | | 533.7 | | | | | | 551.4 | | |

| Total Assets | | | $ | 16,284.2 | | | | | $ | 16,970.4 | |

| Net income | | | $ | 876.3 | | | | | $ | 779.5 | | | | | $ | 514.4 | |

| Pension settlement loss (gain) | | | 35.5 | | | | | | 0.1 | | | | | | 7.1 | | |

| Gain on divestitures – net | | | (25.3) | | | | | | — | | | | | | (27.7) | | |

| Other – net | | | 24.7 | | | | | | (18.2) | | | | | | (24.8) | | |

| Purchase of treasury shares | | | (5,834,904) | | | | | | (1.5) | | | | | | (301.5) | | | | | | (375.4) | | | | | | | | | | | | (678.4) | | |

| Stock plans | | | 101,235 | | | | | | 0.1 | | | | | | 34.5 | | | | | | | | | | | | | | | | | | 34.6 | | |

| Balance at April 30, 2021 | | | 108,339,057 | | | | | | $ | 27.1 | | | | | $ | 5,527.6 | | | | | $ | 2,847.5 | | | | | $ | (277.4) | | | | | $ | 8,124.8 | |

other supplies attributable to time spent on R&D activities.

We account for trade receivables, less credit losses, under Accounting Standards Update (“ASU”) 2016-13, *Financial Instruments - Credit Losses*.

Recently Issued Accounting Standards: In November 2020, the SEC adopted the final rule under SEC Release No. 33-10890, *Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information,* to modernize and simplify Management’s Discussion and Analysis and certain financial disclosure requirements.

These updates are part of the SEC’s broader disclosure effectiveness initiative and reflect a principles-based, registrant-specific approach to disclosure, intended to improve the content and simplify compliance for registrants.

We will be required to apply these amendments for 2022, with early adoption permitted.

As of April 30, 2021, we elected to early adopt certain updates to section 301, *Selected Financial Data*, and 302, *Supplementary Financial Information*, resulting in immaterial impacts to our financial statements and disclosures.

Furthermore, in conjunction with the above-mentioned disclosure effectiveness initiative, the SEC also adopted the final rule under SEC Release No. 33-10825, *Modernization of Regulation S-K Items 101, 103, and 105*, in August 2020.

These amendments modernize the description of business, legal proceedings, and risk factor disclosure requirements, and were effective on November 9, 2020.

Our disclosures were updated accordingly to comply with these amendments.

ASU 2019-12 will be effective for us on May 1, 2021.

All other applicable provisions will require

For additional information, see Note 9: Pensions and Other Postretirement Benefits.

We did not incur any costs during 2021.

Restructuring Costs: A restructuring program was approved by the Board during the third quarter of 2021 associated with opportunities identified to reduce our overall cost structure and optimize our organizational design, inclusive of stranded overhead associated with recent divestitures of the *Crisco* and *Natural Balance* businesses.

For additional information related to these divestitures, see Note 4: Divestitures.

During the fourth quarter of 2021, we substantially completed an organizational redesign related to our corporate headquarters and announced plans to close our Suffolk, Virginia, production facility by the end of 2022, as a result of a new strategic partnership for the production of our Away From Home liquid coffee.

While the entire scope of the program cannot be quantified at this time, we expect to incur approximately $85.0 in costs associated with the restructuring activities approved to date.

Approximately half of these costs are expected to be accelerated depreciation and other transition and termination costs associated with our cost reduction and margin management initiatives, while the remainder represents employee-related costs.

We anticipate the activities associated with this restructuring program will be completed by the end of 2023, with over half of the costs expected to be incurred by the end of 2022.

The following table summarizes our restructuring costs incurred related to the restructuring program.

| | | | 2021 | | | | | | Total Costs Incurred to Date at April 30, 2021 | | |

| Employee-related costs | | | $ | 17.3 | | | | | $ | 17.3 | |

| Other transition and termination costs | | | 6.8 | | | | | | 6.8 | | |

| Total restructuring costs | | | $ | 24.1 | | | | | $ | 24.1 | |

During 2019, we completed a multi-year organization optimization program and incurred restructuring costs of $32.0, of which $3.3 were noncash charges.

Note 4: Divestitures

On December 1, 2020, we sold the *Crisco* oils and shortening business to B&G Foods.

The transaction included oils and shortening products sold under the *Crisco* brand, primarily in the U.S. and Canada, certain trademarks and licensing agreements, dedicated manufacturing and warehouse facilities located in Cincinnati, Ohio, and approximately 160 employees who supported the *Crisco* business.

| | | | | | |

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

June 19, 2020

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

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

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

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

| Trade receivables, less allowance for doubtful accounts | | | 551.4 | | | | | | 503.8 | | | | | | | | | | | |

| Gain on divestiture | | | — | | | | | | (27.7) | | | | | | — | | | | | | | | | | | | | | |

| Other – net | | | (18.1) | | | | | | (17.7) | | | | | | (7.5) | | | | | | | | | | | | | | |

| Proceeds from disposal of property, plant, and equipment | | | 2.4 | | | | | | 1.1 | | | | | | 13.4 | | | | | | | | | | | | | | |

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

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

| Balance at May 1, 2017 | | | 113,439,553 | | | | | | $ | 28.4 | | | | | $ | 5,724.7 | | | | | $ | 1,240.5 | | | | | $ | (143.4) | | | | | $ | 6,850.2 | |

| Purchase of treasury shares | | | (54,535) | | | | | | — | | | | | | (5.8) | | | | | | (1.2) | | | | | | | | | | | | (7.0) | | |

| Stock plans | | | 187,822 | | | | | | — | | | | | | 21.3 | | | | | | | | | | | | | | | | | | 21.3 | | |

| Reclassification of stranded tax effects (A) | | | | | | | | | | | | | | | | | | | | | 15.0 | | | | | | (15.0) | | | | | | — | | |

(A)During 2018, we elected to early adopt Accounting Standards Update (“ASU”) 2018-02, *Income Statement – Reporting Comprehensive Income (Topic 220)* *Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income*, which allowed us to reclassify the stranded income tax effects resulting from the U.S. Tax Cuts and Jobs Act (the “Tax Act”) from accumulated other comprehensive income (loss) to retained earnings.

There were no cash equivalents included in cash and cash equivalents at April 30, 2019.

The possibility exists that reported results could be different if factors such as the level and success of the promotional programs or other conditions differ from expectations.

ASU 2019-12 will be effective for us on May 1, 2021, with the option to early adopt at any time prior to the effective date.

In August 2018, the FASB issued ASU 2018-15, *Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract*.

ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

ASU 2018-15 is effective for us on May 1, 2020, but we elected to early adopt on May 1, 2019, as permitted, on a prospective basis.

During 2020, we capitalized implementation costs related to third-party cloud computing services of $4.9 which is reflected in other noncurrent assets in the Consolidated Balance Sheet.

other, disclosure requirements.

In February 2016, in an effort to increase transparency and comparability among organizations, the FASB issued ASU 2016-02, *Leases (Topic 842)*, which requires lessees to recognize a right-of-use asset and lease liability for all leases with a term of more than 12 months.

We adopted the requirements of ASU 2016-02 and all related amendments on May 1, 2019, utilizing an optional transition method that allows for a cumulative-effect adjustment in the period of adoption with no restatement of prior periods.

This transition method also does not require new lease disclosures for periods prior to the effective date.

We elected certain practical expedients available under the guidance, including a package of practical expedients which allowed us to not reassess prior conclusions related to existing contracts containing leases, lease classification, and initial direct costs.

Adoption of ASU 2016-02 on May 1, 2019, resulted in the recognition of operating lease right-of-use assets and lease liabilities of $159.2 and $166.6, respectively, in our Consolidated Balance Sheet.

The difference between the additional lease assets and lease liabilities was primarily due to an existing deferred rent balance that was reclassified to the operating lease liability.

The new standard did not materially impact our Statement of Consolidated Income or Statement of Consolidated Cash Flows.

The additional disclosures required are presented within Note 12: Leases.

For additional information on the financing associated with this transaction, refer to Note 8: Debt and Financing Arrangements.

integrating Ainsworth into our U.S. Retail Pet Foods segment.

All integration activities related to the acquisition of Big Heart were complete as of April 30, 2018, and as a result, we did not incur any integration costs during 2020 and 2019.

During 2018, we incurred total integration costs of $26.6.

Restructuring Costs: We completed the restructuring activities associated with our organization optimization program as of April 30, 2019, and as a result, we did not incur any related costs during 2020.

We incurred restructuring costs of $32.0 and $22.7 during 2019 and 2018, respectively.

Evaluation of Disclosure Controls and 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: 2020] [added: 2021] (the “Evaluation Date”).

Changes in Internal Controls: There were no changes in internal control over financial reporting that occurred during the fourth quarter ended April 30, [removed: 2020,] [added: 2021,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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: 19, 2020.][added: 18, 2021.]

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

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

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: 19, 2020.][added: 18, 2021.]

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: 19, 2020.][added: 18, 2021.]

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: 19, 2020.][added: 18, 2021.]

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: 19, 2020.][added: 18, 2021.]

| | | | | | | See the Index to Financial Statements on page [removed: 36] [added: 37] of this Annual Report on Form 10-K. | | |

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

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

| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/91419/000119312513087772/d478967dex103.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/91419/000119312513087772/d478967dex103.htm)] | | | [The J. M. Smucker Company Voluntary Deferred Compensation Plan, Amended and Restated as of December 1, 2012*](http://www.sec.gov/Archives/edgar/data/91419/000119312513087772/d478967dex103.htm) | | |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/91419/000095015206007135/l22003aexv10w1.htm)] [added: [10.6](http://www.sec.gov/Archives/edgar/data/91419/000095015206007135/l22003aexv10w1.htm)] | | | [The J. M. Smucker Company 2006 Equity Compensation Plan, effective August 17, 2006*](http://www.sec.gov/Archives/edgar/data/91419/000095015206007135/l22003aexv10w1.htm) | | |

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/91419/000095012310079634/l40559exv10w1.htm)] [added: [10.7](http://www.sec.gov/Archives/edgar/data/91419/000095012310079634/l40559exv10w1.htm)] | | | [The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan*](http://www.sec.gov/Archives/edgar/data/91419/000095012310079634/l40559exv10w1.htm) | | |

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1010.htm)] [added: [10.8](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1010.htm)] | | | [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) | | |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1026.htm)] [added: [10.10](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1026.htm)] | | | [Form of Restricted Stock Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1026.htm) | | |

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1027.htm)] [added: [10.11](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1027.htm)] | | | [Form of Deferred Stock Units Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1027.htm) | | |

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1028.htm)] [added: [10.12](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1028.htm)] | | | [Form of Special One-Time Grant of Restricted Stock Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1028.htm) | | |

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/91419/000119312515310563/d39655dex101.htm)] [added: [10.13](http://www.sec.gov/Archives/edgar/data/91419/000119312515310563/d39655dex101.htm)] | | | [Form of Restricted Stock Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000119312515310563/d39655dex101.htm) | | |

| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex101.htm)] [added: [10.14](http://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex101.htm)] | | | [Form of Special One-Time Grant of Restricted Stock Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex101.htm) | | |

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex102.htm)] [added: [10.15](http://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex102.htm)] | | | [Form of Special One-Time Grant of Deferred Stock Units Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex102.htm) | | |

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1020.htm)] [added: [10.16](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1020.htm)] | | | [Form of Restricted Stock Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1020.htm) | | |

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1021.htm)] [added: [10.17](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1021.htm)] | | | [Form of Deferred Stock Units Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1021.htm) | | |

| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1019.htm)] [added: [10.18](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1019.htm)] | | | [Form of Performance Units Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1019.htm) | | |

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1020.htm)] [added: [10.19](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1020.htm)] | | | [Form of Restricted Stock Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1020.htm) | | |

| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1021.htm)] [added: [10.20](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1021.htm)] | | | [Form of Deferred Stock Units Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1021.htm) | | |

| [removed: [10.18](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1018.htm)] [added: [10.21](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1018.htm)] | | | [Form of Deferred Stock Units [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1018.htm)] [added: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1018.htm)] | | |

| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex101.htm)] [added: [10.25](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) | | |

| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex102.htm)] [added: [10.26](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) | | |

| [removed: [10.21](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1021.htm)] [added: [10.27](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1021.htm)] | | | [Form of Special One-Time Grant of Restricted Stock Agreement (3-year Cliff [removed: Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1021.htm)] [added: Vest)*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1021.htm)] | | |

| [removed: [10.22](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1022.htm)] [added: [10.28](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1022.htm)] | | | [Form of Special One-Time Grant of Restricted Stock Agreement (Age 60 [removed: Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1022.htm)] [added: Vest)*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1022.htm)] | | |

| [removed: [10.23](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1023.htm)] [added: [10.29](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1023.htm)] | | | [Form of Performance Units [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1023.htm)] [added: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1023.htm)] | | |

| [removed: [10.24](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1024.htm)] [added: [10.30](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1024.htm)] | | | [Form of Nonstatutory Stock Option [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1024.htm)] [added: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1024.htm)] | | |

| [removed: [10.25](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1022.htm)] [added: [10.31](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1022.htm)] | | | [Form of Nonstatutory Stock Option Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1022.htm) | | |

| [removed: [10.26](http://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex103.htm)] [added: [10.33](http://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex103.htm)] | | | [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) | | |

| [removed: [10.27](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1027.htm)] [added: [10.34](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1027.htm)] | | | [Employment Offer, dated February 28, 2020, between the Company and John P. [removed: Brase*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1027.htm)] [added: Brase*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1027.htm)] | | |

| [removed: [10.28](http://www.sec.gov/Archives/edgar/data/91419/000009141920000012/sjm-20200131x10qex101.htm)] [added: [10.35](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) | | |

| [removed: [10.29](http://www.sec.gov/Archives/edgar/data/91419/000009141920000012/sjm-20200131x10qex102.htm)] [added: [10.36](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) | | |

| [removed: [10.30](http://www.sec.gov/Archives/edgar/data/91419/000095015209002427/l35751aexv10w5.htm)] [added: [10.37](http://www.sec.gov/Archives/edgar/data/91419/000095015209002427/l35751aexv10w5.htm)] | | | [The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2007)*](http://www.sec.gov/Archives/edgar/data/91419/000095015209002427/l35751aexv10w5.htm) | | |

| [removed: [10.31](http://www.sec.gov/Archives/edgar/data/91419/000119312513455851/d619488dex102.htm)] [added: [10.38](http://www.sec.gov/Archives/edgar/data/91419/000119312513455851/d619488dex102.htm)] | | | [The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2014)*](http://www.sec.gov/Archives/edgar/data/91419/000119312513455851/d619488dex102.htm) | | |

| [removed: [10.32](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1023.htm)] [added: [10.40](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1023.htm)] | | | [The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, Restated Effective May 1, 2015*](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1023.htm) | | |

| [removed: [10.33](http://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex102.htm)] [added: [10.41](http://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex102.htm)] | | | [Amendment No. 1 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of December 31, 2016*](http://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex102.htm) | | |

| [removed: [10.34](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1034.htm)] [added: [10.42](http://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, [removed: 2017*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1034.htm)] [added: 2017*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1034.htm)] | | |

| [removed: [10.35](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1024.htm)] [added: [10.44](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1024.htm)] | | | [The J. M. Smucker Company Restoration Plan, Amended and Restated Effective January 1, 2013*](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1024.htm) | | |

| [removed: [10.36](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1025.htm)] [added: [10.45](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1025.htm)] | | | [Amendment No. 1 to The J. M. Smucker Company Restoration Plan, dated as of May 1, 2015*](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1025.htm) | | |

| [removed: [10.37](http://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex101.htm)] [added: [10.46](http://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex101.htm)] | | | [Amendment No. 2 to The J. M. Smucker Company Restoration Plan, dated as of December 31, 2016*](http://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex101.htm) | | |

| [removed: [10.38](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1038.htm)] [added: [10.47](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1038.htm)] | | | [Amendment No. 3 to The J. M. Smucker Company Restoration Plan, dated as of January 1, [removed: 2017*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1038.htm)] [added: 2017*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1038.htm)] | | |

| [removed: [10.39](http://www.sec.gov/Archives/edgar/data/91419/000009141920000005/sjm-20200122xex101.htm)] [added: [10.49](http://www.sec.gov/Archives/edgar/data/91419/000009141920000093/sjm071320-8kex101.htm)] | | | [The [removed: J. M.] [added: J.M.] Smucker Company Executive Severance [removed: Plan*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000005/sjm-20200122xex101.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/91419/000009141920000093/sjm071320-8kex101.htm)] | | |

| [10.3](http://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex104.htm) | | | [Amendment No. 1 to The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, dated as of June 17, 2020*](http://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex104.htm) | | |

| [10.5](http://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex103.htm) | | | [Amendment No. 1 to The J. M. Smucker Company Voluntary Deferred Compensation Plan, dated as of June 17, 2020*](http://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex103.htm) | | |

| [10.9](http://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex101.htm) | | | [The J. M. Smucker Company 2020 Equity and Incentive Compensation Plan*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex101.htm) | | |

| [10.22](http://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex102.htm) | | | [Form of Restricted Stock Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex102.htm) | | |

| [10.23](http://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex103.htm) | | | [Form of Deferred Stock Units Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex103.htm) | | |

| [10.24](http://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex104.htm) | | | [Form of Performance Units Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex104.htm) | | |

| [10.32](http://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex105.htm) | | | [Form of Nonstatutory Stock Option Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex105.htm) | | |

| [10.39](http://www.sec.gov/Archives/edgar/data/91419/000009141921000011/sjm20210131-10qex101.htm) | | | [The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2021)*](http://www.sec.gov/Archives/edgar/data/91419/000009141921000011/sjm20210131-10qex101.htm) | | |

| [10.43](http://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex102.htm) | | | [Amendment No. 3 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of June 17, 2020*](http://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex102.htm) | | |

| [10.48](http://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex101.htm) | | | [Amendment No. 4 to The J. M. Smucker Company Restoration Plan, dated as of June 17, 2020*](http://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex101.htm) | | |

| | | | | | | | | |

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

| | | | | | | | | |

| Susan E. Chapman-Hughes | | | | | | Director | | | | | | June 17, 2021 | | |

| Jodi L. Taylor | | | | | | Director | | | | | | June 17, 2021 | | |

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

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

| Kathryn W. Dindo | | | | | | Director | | | | | | June 19, 2020 | | |

| Gary A. Oatey | | | | | | Director | | | | | | June 19, 2020 | | |