J.M. Smucker (SJM) 10-K risk factor changes: FY2022 vs FY2021

The COVID-19 pandemic and related ongoing implications could negatively impact our [removed: business] [added: business, financial condition,] and results of operations.

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, [added: vaccination rates] and [added: effectiveness, the impact of vaccination requirements, and] overall macroeconomic conditions.

Though the [removed: continued availability] [added: vaccination requirements] and effectiveness [removed: of vaccines] may partially mitigate the risks around the continued spread of COVID-19, the related ongoing implications [added: of the pandemic] could negatively impact our business and results of operations in a number of ways, including, but not limited to, the following:

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

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

- a [removed: significant] portion of our workforce, including our management team, could become unable to work as a result of [added: illness or government restrictions, or the attention of our management team could be diverted if any key employees become ill from COVID-19 and are unable to work;]

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

- an increase in working capital needs could occur, caused by an increase in days sales outstanding or an extension of [added: payment terms by our customers or a reduction of payment terms by our suppliers resulting from increased financial pressures;]

- a change in demand for or availability of our products could result from retailers, distributors, or carriers modifying [added: their restocking, fulfillment, or shipping practices;]

- a change in trade promotions and marketing activities could occur in response to changes in consumer viewing and [added: shopping habits resulting from the cancellation of major events, travel restrictions, and changes in in-store shopping practices;]

- a fluctuation in foreign currency exchange [removed: rates or] [added: rates,] interest [removed: rates] [added: rates, or inflation] could result from market uncertainties;

- an increase in the cost or the difficulty to obtain debt or equity financing, or to refinance our debt in the future, could [added: affect our financial condition or our ability to fund operations or future investment opportunities; and]

- an increase in regulatory restrictions or continued market volatility could hinder our ability to implement price increases resulting from commodity or other input cost increases or to execute strategic business activities, including [added: acquisitions and divestitures.]

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

We rely on a combination of trademarks, service marks, trade secrets, patents, copyrights, [added: licensing agreements,] and similar rights to protect our intellectual property.

If our efforts to protect our intellectual property are not adequate, [removed: or] if any third party misappropriates or infringes on our intellectual property, [added: or if we are alleged to be misappropriating or infringing on] the [added: intellectual property rights of others, the] value of our brands may be harmed, which could have a material adverse effect on our business.

[added: 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 butter, and finished goods, such as K-Cup® [removed: pods and] [added: pods,] our *Pup-Peroni* dog snacks, [added: and liquid coffee,] from single sources of supply.

If [added: either] Keurig [removed: is] [added: or JDE Peet’s are] unable to supply K-Cup® pods [added: or liquid coffee, respectively,] to us for any reason, it could be difficult to find an alternative supplier for such goods on commercially reasonable terms, which could have a material adverse effect on our results of operations.

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

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, [added: fire, or water availability, whether caused by climate change or otherwise;] work [removed: stoppage,] [added: stoppage or labor shortages; or political instability,] terrorism, [added: armed hostilities (including the recent conflict between Russia and Ukraine),] pandemic illness (such as [removed: the COVID-19 pandemic),] [added: COVID-19), government restrictions,] or other [removed: causes,] [added: causes] could significantly impair our ability to operate our business.

As of April 30, [removed: 2021, 24] [added: 2022, 26] percent of our full-time employees, located at eight manufacturing locations, are covered by collective bargaining agreements.

These contracts vary in term depending on location, with [removed: five] [added: two] contracts expiring in [removed: 2022,] [added: 2023,] representing [removed: 8] [added: 9] percent of our total employees.

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

We have historically made strategic acquisitions of brands and businesses, [removed: including Ainsworth,] and intend to do so in the future in support of this strategy.

In addition, we have made strategic divestitures of brands and businesses, including the sale of the [added: natural beverage and grains, private label dry pet food,] *Crisco*, [removed: *Natural Balance*,] and [removed: U.S. baking] [added: *Natural Balance*] businesses, and we may do so in the future.

Divestitures and related restructuring costs, such as the restructuring plan entered into in [removed: 2021,] [added: 2021 and expanded in 2022,] require a significant amount of management and operational resources.

The food industry is subject to risks posed by food spoilage and contamination, product tampering, [added: mislabeling, food allergens, adulteration of food products resulting in] product recall, and consumer product liability claims.

In the event of product [removed: contamination or] [added: contamination,] tampering, [added: or mislabeling,] we may need to recall some of our products.

Sales to Walmart Inc. and subsidiaries amounted to [removed: 32] [added: 34] percent of net sales in [removed: 2021.][added: 2022.]

Trade receivables – net at April 30, [removed: 2021,] [added: 2022,] included amounts due from Walmart Inc. and subsidiaries of [removed: $149.7] [added: $179.9] million, or [removed: 28] [added: 34] percent of the total trade receivables – net balance.

During [removed: 2021,] [added: 2022,] our top 10 customers, collectively, accounted for approximately 60 percent of consolidated net sales.

We are committed to [removed: expanding our presence] [added: serving customers and consumers] in e-commerce, transforming our manufacturing, commercial, and corporate operations through digital technologies, and enhancing our data analytics capabilities to develop new commercial insights.

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

To the extent competitors do not also increase their prices, customers and consumers may choose to purchase competing [removed: products or may shift purchases to] [added: products, including] private label or other lower-priced offerings, which may adversely affect our results of operations.

Consumers may be less willing or able to pay a price differential for our branded products and may increasingly purchase lower-priced offerings [removed: and] [added: or] may forego some purchases altogether, especially during economic [removed: downturns.][added: downturns or instances of increased inflationary pressures.]

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

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

In addition, we and our business partners utilize significant quantities of plastic, glass, [added: metal cans, caps, carton board,] and [removed: cardboard] [added: corrugate] to package our products and natural gas and fuel oil to manufacture, package, and distribute our products.

The prices of these commodities, [removed: agricultural] [added: agricultural-based] 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, [removed: weather,] [added: adverse weather conditions,] natural disasters, [added: water supply,] pandemic illness (such as the COVID-19 pandemic), foreign currency fluctuations, investor speculation, trade agreements, political [removed: unrest,] [added: instability, armed hostilities (including the recent conflict between Russia and Ukraine),] consumer demand, [added: general economic conditions (such as inflationary pressures),] and changes in governmental agricultural programs.

Although the risks are organized and described separately, many of the risks are interrelated.

These and other impacts of the COVID-19 pandemic could also heighten many of the other risk factors discussed in this section.

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; vaccination rates and effectiveness; the impact of vaccination requirements; and the macroeconomic environment.

We will continue to evaluate the nature and extent to which COVID-19 impacts our business, supply chain, including labor availability and attrition, consolidated results of operations, financial condition, and liquidity.

In addition, JDE Peet’s N.V. (“JDE Peet’s”) is our single-source supplier for liquid coffee for our Away From Home business, and there are a limited number of manufacturers other than JDE Peet’s that are able to manufacture liquid coffee.

In November 2021, we announced plans to invest $1.1 billion to build a new manufacturing facility and distribution center in McCalla, Alabama, dedicated to the production of *Smucker’s Uncrustables* frozen sandwiches.

Construction of this facility began in the third quarter of 2022, with production expected to begin in calendar year 2025.

Production of new manufacturing facilities and distribution centers could cause delays and increased costs, such as shortages of materials or skilled labor, unforeseen construction, scheduling, engineering, or environmental problems, impacts of adverse weather, and unanticipated cost increases.

In addition, any construction delays may impact the future demand for *Smucker’s Uncrustables* frozen sandwiches.

If we are unable to complete the construction of the McCalla facility within the anticipated timeframe and within our cost estimates, our financial condition and results of operations could be adversely affected.

In addition, anything that harms the

During 2022, we experienced an increasingly competitive labor market, increased employee turnover, changes in the availability of our workers, including COVID-19-related absences, and labor shortages in our supply chain.

These challenges have resulted in, and could continue to result in, increased costs and could impact our ability to meet consumer demand, each of which may adversely affect our business and financial results.

Subsequent to April 30, 2022, we initiated a voluntary recall of select *Jif* peanut butter products produced at our Lexington, Kentucky, facility and sold primarily in the U.S., due to potential salmonella contamination.

At that time, we also suspended the manufacturing of *Jif* peanut butter products at the Lexington facility.

No other products produced at our other facilities were affected by this recall.

As a result, and in accordance with U.S. GAAP, we recorded reserves of $52.3 in our consolidated financial statements as of April 30, 2022, within our U.S. Retail Consumer Foods segment, which was inclusive of unsaleable inventory as of April 30, 2022, as well as estimated customer returns and consumer refunds related to net sales in 2022.

We anticipate these costs will be recovered by insurance, and as a result, an insurance receivable of $49.8, net of the deductible, was also recorded as of April 30, 2022.

On June 10, 2022, we announced our plans to resume manufacturing *Jif* peanut butter products at our Lexington facility.

Further, our Memphis, Tennessee, facility was not affected by the recall and has continued to manufacture *Jif* peanut butter products.

However, we temporarily paused shipments from the Memphis facility to eliminate confusion while customers cleared their shelves of potentially impacted products manufactured at the Lexington facility.

We will resume shipping from both the Lexington and Memphis facilities and are partnering with retailers to restock *Jif* peanut butter products as soon as possible.

Based on progress to date, we believe this matter will be substantially resolved during the first quarter of 2023.

Based on our best estimates, we anticipate an unfavorable pre-tax impact of approximately $125.0 in 2023, net of the remaining anticipated insurance recoveries, primarily related to the estimated impact of manufacturing downtime, customer returns and penalties, and unsaleable inventory, as well as other recall related costs.

The recall will primarily impact our U.S. Retail Consumer Foods segment.

Our ultimate loss from the *Jif* peanut butter recall could differ materially from these estimates, primarily dependent upon the magnitude of lost sales resulting from the unavailability of products for a longer period of time than anticipated, as well as any resulting adverse consumer reaction, including the loss of perceived value and any shift in consumer preferences.

uncertainty or inflation.

Furthermore, the price of grains and oils and fat-based products has been impacted by the recent conflict between Russia and Ukraine.

During 2022, we experienced materially higher commodity and supply chain costs, including transportation, packaging, manufacturing, and ingredient costs, due to inflationary pressures.

We expect the pressures of cost inflation to continue into 2023.

Although we take measures to mitigate inflation through the use of derivatives and pricing actions, if these measures are not effective, our financial condition, results of operations, and cash flows could be materially adversely affected.

We expect the green coffee commodity markets to continue to be challenging due to the significant ongoing price volatility.

For example, during 2022, we experienced drought and frost impacts, which substantially reduced green coffee production in Brazil.

The Financial Conduct Authority in the United Kingdom no longer requires banks to submit LIBOR.

Furthermore, during 2022, we recognized an impairment charge of $150.4 related to the *Rachael Ray Nutrish* brand that was acquired as part of the acquisition of Ainsworth Pet Nutrition LLC (“Ainsworth”) in 2019, primarily driven by the re-positioning of this brand within the Pet Foods brand portfolio, which led to a decline in the current and long-term net sales expectations and the royalty rate used in the valuation analysis.

We reassessed the long-term strategic expectations for the *Rachael Ray Nutrish* brand and reclassified this brand as a finite-lived intangible asset on January 31, 2022.

We work with our suppliers to extend our payment terms, which are then supplemented by a third-party administrator to assist in effectively managing our working capital.

If the extension of payment terms is reversed or the financial institution terminates its participation in the program, our ability to maintain acceptable levels of working capital may be adversely affected.

As part of ongoing efforts to maximize working capital, we work with our suppliers to optimize our terms and conditions, which includes the extension of payment terms.

Payment terms with our suppliers, which we deem to be commercially reasonable, range from 0 to 180 days.

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

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

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

pressures;

their restocking, fulfillment, or shipping practices;

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

practices;

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

acquisitions and divestitures.

From time to time, we are engaged

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

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 calendar year 2021.

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.

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

There is significant political and scientific concern that emissions of carbon dioxide and other greenhouse gases may alter the composition of the global atmosphere in ways that are affecting and are expected to continue affecting the global climate.

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

Although we

Increasing concern over climate change also may result in more regulatory requirements to reduce or mitigate the effects of greenhouse gases.

In the event that such regulations are enacted and are more rigorous than existing regulations, we may experience significant increases in costs of operation and delivery.

In particular, increased regulation of utility providers, fuel emissions, or suppliers could substantially increase our operating, distribution, or supply chain costs.

We could also face increased costs related to defending and resolving legal claims and other litigation related to climate change.

As a result, climate change could negatively affect our results of operations, cash flows, or financial position.

[removed: The Company’s] [added: At the J. M. Smucker Company, it is our privilege to be at the heart of this dynamic with a diverse] portfolio [added: that appeals to each generation] of [removed: 40+ brands, which are] [added: people and pets and is] found in nearly 90 percent of U.S. homes and countless [removed: away from home dining locations, include] [added: restaurants, including] iconic [removed: products] [added: brands] consumers have always loved such as *Folgers*, *Jif*, and [removed: *Milk-Bone*, plus] [added: *Milk-Bone* and] new favorites like *Café Bustelo*, *Smucker’s* *Uncrustables*, and *Rachael Ray* *Nutrish*.

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

The U.S. retail market segments in total comprised [removed: 88] [added: 87] percent of net sales in [removed: 2021] [added: 2022] and represent a major portion of our strategic focus – the sale of branded food and beverage products with leadership positions to consumers through retail outlets in North America.

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

We have been led by five generations of family leadership, having had only six chief executive officers in [removed: 124] [added: 125] years.

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

Related to income per diluted share excluding non-GAAP adjustments (“adjusted earnings per share”), our strategic growth objective is to [removed: achieve an average] increase [removed: of 8 percent] [added: by a high-single digit percentage] over the [removed: long term.][added: long-term.]

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

Due to the unknown and potentially prolonged impact of COVID-19, [added: as well as the challenged supply network and increased labor shortages,] we may experience difficulties or be delayed in achieving our long-term strategies; however, we continue to evaluate the effects [removed: from COVID-19] on our long-term growth objectives.

[removed: Net] [added: Over the past five years, net] sales [removed: has] [added: and adjusted earnings per share] increased at a compound annual growth rate of [removed: 1] [added: 2] percent [removed: over the past five years,] [added: and 3 percent, respectively,] while adjusted operating income [removed: and adjusted earnings per share have increased] [added: decreased] at a rate of 1 [removed: percent and 4 percent, respectively, over the same period.][added: percent.]

These [removed: increases] [added: changes] were [added: primarily] 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 [added: private label dry pet food and natural beverage and grains businesses in 2022,] *Crisco* and *Natural Balance* businesses in [removed: 2021] [added: 2021,] and the U.S. baking business in 2019.

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

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

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

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

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

[removed: We received] [added: Final] net proceeds from the divestiture [removed: of] [added: were] $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 [removed: is] [added: was] included in other operating expense (income) – net within the Statement of Consolidated Income.

During [added: calendar year] 2021, state governments reopened their economies, while adhering to new guidelines and enhanced safety measures, such as social [removed: distancing and] [added: distancing,] face mask [removed: protocols.][added: protocols, and vaccination requirements.]

We have crisis management teams at all [removed: of] our facilities, which [removed: are monitoring the evolving situation] [added: continue to monitor their respective locations] and [removed: implementing] [added: implement additional] risk mitigation [removed: actions] [added: actions,] as necessary.

[removed: 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] [added: 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 [removed: imbalances.][added: imbalances, as well as labor shortages.]

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

We have [removed: increased] [added: maintained] production at all [removed: of] our facilities and [removed: expanded the] availability of appointments at distribution centers.

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

During [removed: 2021, we continued to experience an increase in orders,] [added: 2022, customer order levels remain elevated,] primarily across our U.S. Retail [removed: Coffee] [added: Consumer Foods] and U.S. Retail [removed: Consumer Foods] [added: Coffee] segments, in response to the increased consumer demand for our products related to the elevated at-home consumption.

[removed: However,] [added: Further,] as states have reopened their economies during [removed: 2021,] [added: 2022,] our net sales for the away from home channels [removed: improved] [added: have continued to improve] compared to the initial months of the pandemic.

This trend could [removed: reverse] [added: moderate] during [added: the remainder of calendar year] 2022 if cases rise and governments impose additional safety measures that further impact away from home consumption, which is partially dependent upon [removed: continued vaccine availability] [added: vaccination rates] and [removed: effectiveness.][added: effectiveness, as well as the impact of additional COVID-19 variants.]

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; [removed: continued vaccine availability] [added: vaccination rates] and effectiveness; [added: the impact of vaccination requirements;] and the macroeconomic environment.

We will continue to evaluate the nature and extent to which COVID-19 will impact our business, supply chain, [added: including labor availability and attrition,] 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: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

For the comparisons of the years ended April 30, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] see the Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our [removed: 2020] [added: 2021] Annual Report on Form 10-K.

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | % Increase (Decrease) | | |

| Net sales | | | $ | [removed: 8,002.7] [added: 7,998.9] | | | | | $ | [removed: 7,801.0] [added: 8,002.7] | | | | | [removed: 3] [added: —] | | % |

| Gross profit | | | $ | [removed: 3,138.7] [added: 2,700.7] | | | | | $ | [removed: 3,002.0] [added: 3,138.7] | | | | | [removed: 5] [added: (14)] | | |

| *% of net sales* | | | [removed: 39.2] [added: 33.8] | | % | | | | [removed: 38.5] [added: 39.2] | | % | | | | | | |

| Operating income | | | $ | [removed: 1,386.8] [added: 1,023.8] | | | | | $ | [removed: 1,223.1] [added: 1,386.8] | | | | | [removed: 13] [added: (26)] | | |

| *% of net sales* | | | [removed: 17.3] [added: 12.8] | | % | | | | [removed: 15.7] [added: 17.3] | | % | | | | | | |

| Net income | | | $ | [removed: 876.3] [added: 631.7] | | | | | $ | [removed: 779.5] [added: 876.3] | | | | | [removed: 12] [added: (28)] | | |

| Net income per common share – assuming dilution | | | $ | [removed: 7.79] [added: 5.83] | | | | | $ | [removed: 6.84] [added: 7.79] | | | | | [removed: 14] [added: (25)] | | |

| Adjusted gross profit (A) | | | $ | [removed: 3,048.5] [added: 2,744.6] | | | | | $ | [removed: 2,982.4] [added: 3,048.5] | | | | | [removed: 2] [added: (10)] | | |

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide an understanding of our results of operations, financial condition, and cash flows by focusing on changes in certain key measures from year-to-year, and should be read in conjunction with our consolidated financial statements and the accompanying notes presented in Item 8.

“Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

This discussion contains forward-looking statements that involve risks and uncertainties.

Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in Item 1A.

“Risk Factors” of this Annual Report on Form 10-K.

Each generation of consumers leaves their mark on culture by establishing new expectations for food and the companies that make it.

By continuing to immerse ourselves in consumer preferences and acting responsibly, we will continue growing our business and the positive impact we have on society.

Our strategic vision is to engage, delight, and inspire consumers by building brands they love and leading in growing categories.

This vision is our long-term direction that guides business priorities and aligns our organization.

We will continue to drive balanced, long-term growth by advancing on the following executional priorities:

- Drive Commercial Excellence | Deliver best-in-class go-to-market execution and commercial delivery;

- Streamline our Cost Infrastructure | Focus on profitability and cost discipline;

- Reshape our Portfolio | Optimize our portfolio to meet the evolving needs of consumers; and

- Unleash our Organization to Win | Inspire, enable, and empower our employees while improving diversity at every level.

results.

Divestitures

On January 31, 2022, we sold the natural beverage and grains businesses to Nexus.

The transaction included products sold under the *R.W. Knudsen* and *TruRoots* brands, inclusive of certain trademarks, a licensing agreement for *Santa Cruz Organic* beverages, dedicated manufacturing and distribution facilities in Chico, California, and Havre de Grace, Maryland, and approximately 150 employees who supported the natural beverage and grains businesses.

The transaction did not include *Santa Cruz Organic* nut butters, fruit spreads, syrups, or applesauce.

Under our ownership, the businesses generated net sales of $106.7 and $143.4 in 2022 and 2021, respectively, primarily included in the U.S. Retail Consumer Foods segment.

Net proceeds from the divestiture were $97.1, which were inclusive of a preliminary working capital adjustment and cash transaction costs, and will be finalized during the first quarter of 2023.

Upon completion of this transaction, we recognized a pre-tax gain of $26.7 during 2022, which was included in other operating expense (income) – net within the Statement of Consolidated Income.

On December 1, 2021, we sold the private label dry pet food business to Diamond Pet Foods.

The transaction included dry pet food products sold under private label brands, a dedicated manufacturing facility located in Frontenac, Kansas, and approximately 220 employees who supported the private label dry pet food business.

The transaction did not include any branded products or our private label wet pet food business.

Under our ownership, the business generated net sales of $62.3 and $94.0 in 2022 and 2021, respectively, included in the U.S. Retail Pet Foods segment.

Final net proceeds from the divestiture were $32.9, which were net of cash transaction costs.

Upon completion of this transaction, we recognized a pre-tax loss of $17.1 during 2022, which was included in other operating expense (income) – net within the Statement of Consolidated Income.

However, there was a significant number of U.S. cases in late calendar year 2021 and early calendar year 2022, and as a result, consumers stayed at home more frequently as a precaution, causing the demand related to at-home food consumption to remain elevated, though the impact is of a lesser extent as compared to the prior year.

While we continue to benefit from elevated consumption, the supply chain network remains challenged due to the increased demand and supply pressures, as well as COVID-19 cases and increasing labor shortages, which continue to negatively impact our business and overall industry.

We anticipate this consumer behavior and at-home food consumption may continue, to some extent, through calendar year 2022, dependent on government guidance regarding risk mitigation measures, vaccination rates and effectiveness, and the impact of additional COVID-19 variants.

In September 2021, the U.S. President issued an executive order applicable to federal contractors and employers with 100 or more employees.

As a result, we announced a vaccination mandate that required all employees to be vaccinated or have received an approved medical or religious exemption as early as December 2021, and no later than March 2022, dependent upon location.

We fully implemented the mandate for salaried employees in December 2021, prior to the U.S. Supreme Court’s ruling in January 2022 to block the federal mandate.

However, we lifted the mandate that required hourly employees to be vaccinated by March 2022 to support business continuity across our operations.

Furthermore, we have reopened our corporate headquarters in Orrville, Ohio, with appropriate safety protocols, and as a result, occupancy levels have gradually increased during 2022 while our office-based employees transition to a hybrid work schedule.

We continue to monitor the latest public health and government guidance related to COVID-19 and will adjust our approach and safety protocols, as needed.

During 2022, we experienced increased disruption in our supply chain network, including the supply of certain ingredients, packaging, and other sourced materials, which has resulted in higher than expected inflation, including escalating transportation and other supply chain costs.

We expect that these inflationary cost increases will continue, but we expect they will be partially mitigated by pricing actions implemented in 2022 and those that we plan to implement in 2023.

However, to the extent that high demand levels or the current supply chain environment continues to disrupt order fulfillment, we may experience volume loss and elevated penalties.

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

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

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.

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

through the payment of dividends and share repurchases.

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.

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

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

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 | | |

Gross profit increased $136.7, or 5 percent, in 2021, driven by increased contribution from volume/mix and a net benefit from price and costs, including a favorable change in derivative gains and losses as compared to the prior year, partially offset by the noncomparable impact related to the *Crisco* and *Natural Balance* divestitures.

Operating income increased $163.7, or 13 percent, primarily reflecting the increase in gross profit, a $52.4 intangible asset impairment charge in the prior year, and a $25.3 net pre-tax gain related to the divestitures of the *Crisco* and *Natural Balance* businesses, partially offset by a $48.8 increase in selling, distribution, and administrative (“SD&A”) expenses.

Other Income (Expense) – Net

The effective tax rate of 24.1 percent for 2020 varied from the U.S. statutory tax rate of 21.0 percent primarily due to the impact of state income taxes.

Furthermore, the price of peanuts has been impacted by the recent decrease in crop supply.

Excluding the noncomparable impact of the divested business, net sales increased $28.6, or 1 percent, primarily due to favorable volume/mix, partially offset by lower net price realization.

Segment profit decreased $65.7, driven by lower net pricing, increased marketing expense, and a recovery in the prior year from a legal settlement related to a supplier issue.

The U.S. Retail Coffee segment net sales increased $225.1 in 2021, reflecting favorable volume/mix, which contributed 11 percentage points to net sales, related to growth for the *Dunkin’, Café Bustelo,* and *Folgers* brands.

The favorable volume/mix primarily reflects elevated at-home coffee consumption.

Net price realization reduced net sales by 1 percentage point.

Segment profit increased $78.1, primarily due to the favorable volume/mix, partially offset by increased marketing expense.

Excluding the noncomparable impact of the divested business, net sales increased $205.2, or 13 percent, primarily due to favorable volume/mix, which contributed 8 percentage points to net sales, reflecting growth for the *Smucker’s* brand, inclusive of *Uncrustables* frozen sandwiches and fruit spreads, and *Jif* peanut butter.

The favorable volume/mix primarily reflects elevated at-home consumption and continued growth of our *Uncrustables* brand.

Higher net pricing increased net sales by 4 percentage points, primarily driven by the impact of a peanut butter list price increase taken on the *Jif* brand during the second quarter of 2021.

These declines were partially offset by gains for *Uncrustables* frozen sandwiches in away from home channels and dog snacks and cat food in the International operating segment.

Foreign currency exchange had a $7.7 favorable impact on net sales.

The $310.2 increase in cash provided by operating activities in 2021 was primarily driven by a favorable benefit from lapping the settlement of interest rate contracts for $239.8 during 2020.

In addition, net income adjusted for noncash items was higher in the current year.

The cash required to fund working capital decreased compared to the prior year, primarily related to lower payments for accounts payable driven by working capital initiatives, inclusive of a supplier financing program entered into during the second half of 2020, and an increase in cash from trade receivables due to the timing of sales and payments, which was mostly offset by increased inventory levels reflecting the lapping of increased consumer demand in the fourth quarter of 2020.

Cash used for investing activities in 2020 primarily consisted of $269.3 in capital expenditures.

We are also defendants in nine pending putative class action lawsuits filed in federal courts in California, Florida, Illinois,

Missouri, Texas, Washington, and Washington D.C. The plaintiffs in those actions assert claims arising under various state

Their claims are

*Folgers* coffee on the packaging for those products.

Five of the lawsuits have been transferred to the United States District

Interest Rate Risk: The fair value of our cash and cash equivalents at April 30, [removed: 2021,] [added: 2022,] approximates carrying value.

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

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

[removed: 100-basis-point] [added: 100 basis-point] decrease in interest rates at April 30, [removed: 2021,] [added: 2022,] would increase the fair value of our long-term debt by [removed: $386.0.][added: $349.5.]

| High | | | $ | [removed: 47.5] [added: 72.3] | | | | | $ | [removed: 37.8] [added: 47.5] | |

| Low | | | [removed: 11.7] [added: 14.8] | | | | | | [removed: 14.5] [added: 11.7] | | |

| Average | | | [removed: 29.0] [added: 37.1] | | | | | | [removed: 26.9] [added: 29.0] | | |

[removed: The commodities hedged have a high inverse correlation to price changes of the derivative instrument; thus,] [added: Thus,] we would expect that any gain or loss in the estimated fair value of these derivatives would generally be offset by an increase or decrease in the estimated fair value of the underlying exposures.

The foreign currency balance sheet exposures as of April 30, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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 5 percent of net sales during [removed: 2021.][added: 2022.]

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

The termination resulted in a pre-tax gain of $2.7, which was deferred and included as a component of accumulated other comprehensive income (loss) and is being amortized as a reduction to 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.

The gain on termination was recorded as an increase in the long-term debt balance and was recognized over the life of the debt as a reduction of interest expense.

As of the second quarter of 2022, we had fully recognized the gain of $53.5, of which $4.0 was recognized in 2022.

| | | | 2022 | | | | | | 2021 | | |

The commodities hedged have a high inverse correlation to price changes of the derivative instrument.

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

At April 30, 2021, the remaining benefit of $4.0 was recorded as an increase in the long-term debt balance.

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

Net sales outside the U.S., subject to foreign currency translation, represented [removed: approximately][added: 5 percent of consolidated net sales for 2022.]

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

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

For additional [removed: information, refer to] [added: information on these divestitures, see] Note [removed: 4:] [added: 3:] Divestitures.

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

[removed: This business] [added: Under our ownership, the businesses] generated net sales of [removed: $105.9] [added: $106.7, $143.4, and $131.6] in [removed: 2019,] [added: 2022, 2021, and 2020, respectively,] primarily included in the U.S. Retail Consumer Foods segment.

The U.S. retail market segments in total comprised [removed: 88] [added: 87] percent of [removed: 2021] [added: 2022] 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.

Principal Products: Our principal products as of April 30, [removed: 2021,] [added: 2022,] are coffee, [removed: dog food,] cat food, pet snacks, [added: dog food,] peanut butter, frozen handheld products, fruit spreads, [removed: juices and beverages,] portion control products, [added: juices] and [added: beverages, as well as] baking mixes and ingredients.

Product sales information for the years [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] is included within Note [removed: 5:] [added: 4:] Reportable Segments.

In the U.S. retail market segments, our products are primarily sold through a combination of direct sales and brokers to food retailers, club stores, discount and dollar stores, [removed: food wholesalers,] online retailers, pet specialty stores, natural foods stores and distributors, drug stores, military commissaries, and mass merchandisers.

The availability, quality, and costs of many of these [removed: commodities have fluctuated, and may continue to fluctuate, over time.]

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

For additional information on the commodities we purchase, see “Commodities Overview” within Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.][added: Operations of this Annual Report on Form 10-K.]

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

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

Our major trademarks as of April 30, [removed: 2021,] [added: 2022,] are listed below.

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

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

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

| Other (A) | | | | | | [removed: *Folgers* and] *Smucker’s* [added: and *Folgers*] | | |

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*®*,*” “*That [removed: Jif'ing] [added: Jif’ing] GoodTM,*” “*The Only One Cats Ask For By Name*®*,*” the *Smucker’s* banner, the Crock Jar shape, the Gingham design, the *Jif* Color Banner design, the [removed: *Folgers* Mountain Sunrise design, the] *Café Bustelo* Angelina design, and the [removed: *Smucker’s* Strawberry,] *Milk-Bone*, *Meow Mix*, and *9Lives* logos.

We own [removed: several hundred] [added: many] patents worldwide in addition to proprietary trade secrets, technology, know-how processes, and other intellectual property rights that are not registered.

Customers: Sales to Walmart Inc. and subsidiaries amounted to [added: 34 percent of net sales in 2022 and] 32 percent of net sales in [removed: 2021, 2020,] [added: both 2021] and [removed: 2019.][added: 2020.]

During [removed: 2021,] [added: 2022,] 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, [removed: fruit spreads,] and [removed: natural shelf stable juices] [added: fruit spreads] categories in the U.S. In Canada, we are the branded market leader in the [removed: flour,] pickles, [added: flour,] fruit spreads, canned milk, and ice cream toppings categories.

Certain evolving consumer trends have contributed to the [added: longer-term] decline, such as a heightened focus on health and wellness, an increased desire for fresh foods, and the growing impact of social media and e-commerce on consumer behavior.

In our total U.S. retail categories, private label held a [removed: 12.2] [added: 11.5] dollar average market share during the 52 weeks ended April [removed: 18, 2021,] [added: 17, 2022,] as compared to a [removed: 16.4] [added: 12.2] dollar average market share during the same period in the prior year.

Our primary brands and major competitors as of April 30, [removed: 2021,] [added: 2022,] are listed below.

| Pet snacks | | | *Milk-Bone* (A) and *Pup-Peroni* | | | *Beggin’ Strips* [removed: and *Waggin’ Train*] | | | Nestlé Purina PetCare Company | | |

Government [removed: Regulation:] [added: Regulations:] 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 [removed: Labor and] [added: Labor,] Commerce, and [added: Agriculture,] Environmental Protection [removed: Agency.][added: Agency, and Occupational Safety and Health Administration.]

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 [removed: 2022.][added: 2023.]

In [removed: addition,] [added: support of our commitment to environmental sustainability,] we have implemented and manage a variety of programs across our operations, including energy optimization, utilization of renewable energy, water conservation, recycling, and partnerships with farmers who implement sustainable [removed: practices, in support of our commitment to environmental sustainability.][added: practices.]

With approximately [removed: 7,100] [added: 6,700] full-time employees worldwide, every [removed: 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 [removed: meet] [added: are enabling] our [removed: employees’ physical, emotional, and financial needs.][added: employees to reach their full potential.]

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 [added: to] identify opportunities for improvement.

Additionally, we [removed: send out] [added: conduct] 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 [removed: 2020] [added: 2021] Corporate Impact Report that can be found on our website at [removed: www.jmsmucker.com/news-stories/corporate-publications/corporate-impact-report.][added: www.jmsmucker.com/news-stories/corporate-publications.]

Information on our website, including our [removed: 2020] [added: 2021] Corporate Impact Report, is not incorporated by reference into this Annual Report on Form 10-K.

These efforts resulted in [removed: us achieving] [added: our achievement of] a total recordable incident rate during [removed: 2021] [added: 2022] that is [removed: four] [added: three] times below the [removed: national] [added: industry] average.

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

For additional information on our reportable segments, see Note 4: Reportable Segments.

On January 31, 2022, we sold the natural beverage and grains businesses to Nexus Capital Management LP (“Nexus”).

The transaction included products sold under the *R.W. Knudsen®* and *TruRoots®* brands, inclusive of certain trademarks, a licensing agreement for *Santa Cruz Organic®* beverages, dedicated manufacturing and distribution facilities in Chico, California, and Havre de Grace, Maryland, and approximately 150 employees who supported the natural beverage and grains businesses.

The transaction did not include *Santa Cruz Organic* nut butters, fruit spreads, syrups, or applesauce.

On December 1, 2021, we sold the private label dry pet food business to Diamond Pet Foods, Inc. (“Diamond Pet Foods”).

The transaction included dry pet food products sold under private label brands, a dedicated manufacturing facility located in Frontenac, Kansas, and approximately 220 employees who supported the private label dry pet food business.

The transaction did not include any branded products or our private label wet pet food business.

Under our ownership, the business generated net sales of $62.3, $94.0, and $120.6 in 2022, 2021, and 2020, respectively, included in the U.S. Retail Pet Foods segment.

commodities have fluctuated, and may continue to fluctuate over time, partially driven by the novel coronavirus (“COVID-19”) pandemic.

Seasonality: The U.S. Retail Pet Foods, U.S. Retail Coffee, and U.S. Retail Consumer Foods segments do not experience significant seasonality, as demand for our products is generally consistent throughout the year.

However, there has been a recent increase in sales primarily driven by changes in consumer behaviors, including employees working at home more frequently as a result of the pandemic.

| | | | | | | *Nudges* | | | General Mills, Inc. | | |

Employees also have the opportunity to anonymously report violations to the Commitment to Integrity: Our Code (“Code of Conduct”) or complaints regarding accounting, auditing, and financial-related matters through our Smucker Voice Line, which is managed by an independent third-party service provider.

During the second half of 2022, COVID-19 cases began to trend downward, and consistent with national and local health department direction, certain pandemic related safety measures were relaxed at our corporate offices and manufacturing facilities.

However, if these trends were to reverse or another variant became prevalent, we would reevaluate our safety protocols at that time.

In recognition of the need for mental health resources across society, we have partnered with the United Way® of Summit County 211 program and the National Council for Behavioral Health to provide support for our employees and communities.

We offer all employees a variety of free and discounted services, as well as education opportunities, to support their physical, emotional, and financial well-being, including free sessions through our Employee Assistance Program and access to discounted gym memberships.

We also offer on-site conveniences, such as health and wellness centers at several of our locations and a Child

Development Center at our corporate headquarters in Orrville, Ohio.

In addition, we provide our employees with time to renew and programs to promote workplace flexibility.

In support of these pillars, we have made important progress over the past year on our commitment to create an environment where our employees are supported and differences are truly celebrated.

We have successfully introduced six business resource groups (as part of our employee resource groups network) and our Advocate Alliance group to support employees and encourage allyship.

Our business resource groups include BLAC (Black Leadership and Ally Council); PRIDE Alliance (i.e., LGBTQ+); GROW (Greater Resources and Opportunities for Women); RAICES (i.e., Latino/a/x and Hispanic contributions); AFVA (Armed Forces Veterans and Allies); and CAPIA (Community of Asians, Pacific Islanders, and Allies), and we are continuing to work on the introduction of other groups.

Additionally, we have coordinated more than 8,500 hours of employee programming on education and understanding, hosted panels to reflect the unique experiences of underrepresented groups to increase employee awareness while encouraging empathy and allyship, and published regular content to celebrate our differences and increase understanding.

Furthermore, approximately 30 percent of our employees are women and 25 percent of our employees are racially or ethnically diverse.

We recognize we have work to do to ensure a more inclusive and diverse organization, which is why we are implementing changes to our recruiting, hiring, and retention programs to improve diversity at all levels within our Company.

Beginning in 2022, all executive officers have 10 percent of their annual cash incentive awards based on the achievement of our environmental, social, and governance (“ESG”) objectives, which are focused on our inclusion, diversity, and equity efforts.

During 2022, due to our increased effort to support diversity and inclusion, our Corporate Equality Index (“CEI”) from the Human Rights Campaign was 95 out of 100 points, which increased from 80 and 55 points in 2021 and 2020, respectively.

Specifically, we were able to increase the CEI index through enhancements to our transgender-inclusive health benefits, philanthropic contributions to and partnerships with LGBTQ+ organizations, pledging our support of the Human Rights Campaign’s Business Coalition for the Equality Act, enhancement of charitable giving guidelines to prohibit philanthropic support of organizations with an explicit policy of sexual orientation and gender identity discrimination, having a supplier diversity program that includes the outreach to LGBTQ+ owned businesses, and the establishment of the PRIDE Alliance business resource group.

This is reflected in annual reviews, which allows management and employees to partner and determine specific opportunities for growth within each role through important work, new experiences generated through a dynamic environment, regular feedback, and purposeful development opportunities.

Building a career at our Company is fundamental to who we are and is evidenced by our Executive Leadership Team, where 6 of 7 members were promoted from within.

For additional information, see Information about Executive Officers.

Through these tools and resources, in 2022, we have coordinated more than 20,000 hours of professional development training for our employees.

The rewards program also addresses the holistic needs of our employees by supporting their physical well-being, providing tools and resources to help them actively take responsibility, share in the cost, and make the best decisions regarding their personal well-being.

These programs provide resources that respond to their changing needs throughout their careers, including access to our Child Development Center, flexible work schedules, tuition assistance, pet insurance, and expanded parental leave.

Additionally, our approach to paid time off is competitive with our industry peers, which includes at least three weeks of paid time off (and increases based on an employee’s tenure), 12 paid Company holidays per calendar year, including a floating holiday, which can be used at the employees’ discretion to observe and celebrate occasions that align with their personal interests and beliefs, 12 weeks of parental leave, in addition to up to 12 weeks of short-term disability available to birth mothers, and pet bereavement leave.

In 2022, we extended our Total Rewards benefits package to include advocacy resources to help LGBTQ+ employees navigate obstacles and identify LGBTQ+ knowledgeable providers.

In addition, we broadened our family building benefits to support the desire for all aspiring parents to build their family through enhanced infertility benefits, including adoption and surrogacy reimbursement.

In addition to our work to support those in the communities where we live and work, we believe it is important that we help facilitate business success globally and are proud that our employees share in this belief.

Through our relationship with Partners in Food Solutions and TechnoServe®, we have opened up skills-based employee volunteer opportunities to our workforce, allowing our people to share their talents and expertise with companies that work to help provide a secure and consistent food supply for families in Africa.

5 percent of consolidated net sales for 2021.

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.

On May 14, 2018, we acquired the 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. The majority of Ainsworth’s sales were generated by the *Rachael Ray*® *Nutrish*® brand within the premium pet food category.

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.

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

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

Additionally, the U.S. Retail Pet Foods segment does not experience significant seasonality, further reducing the overall impact of seasonality to the total Company.

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.

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.

We offer a variety of wellness education opportunities and on-site conveniences, including our wellness facility, fitness center, and Child Development Center, at our corporate headquarters in Orrville, Ohio.

Although some facilities were temporarily closed during 2021 due to the COVID-19 pandemic, we are conducting a phased reopening of these facilities during early 2022.

In support of these pillars, we have accelerated our inclusion and diversity efforts by introducing unconscious bias training and developing employee resource groups to encourage empathy and provide support to our employees.

These groups encourage and help employees feel more comfortable bringing their whole selves to work and reinforce our commitment to creating an environment that celebrates the differences that make each of us who we are.

Further, in 2021, Mark Smucker signed the “CEO Action for Diversity and Inclusion” pledge to publicly demonstrate the importance of ensuring inclusivity in the workplace.

Additionally, we will honor Juneteenth as a Company holiday beginning this calendar year.

We updated our marketing guidelines to clarify our expectations of our social media partners to eliminate hate speech and discriminatory content from their platforms, resulting in us joining the #StopHateForProfit movement.

In June 2020, we committed to providing financial support to non-profit organizations that support education, economic advancement, and justice for minorities.

While our approach to paid time off has always been competitive with our industry peers, in 2020, we increased vacation time for employees with less than five years of tenure to three weeks per calendar year.

Further, we increased Company paid parental leave from 2 to 12 weeks, in addition to the up to 12 weeks of short-term disability available to birth mothers.

Additionally, we introduced pet bereavement leave to allow pet parents to take a day of leave following the loss of a pet.

In addition to our employees volunteering time and effort to help their neighbors in need, they also engage in environmental sustainability efforts, such as participating in a virtual Earth Day event.

The information required for this Item is incorporated herein by reference to Note [removed: 16:] [added: 15:] Contingencies in Part II, Item 8 in this Annual Report on Form 10-K.

For the fiscal year ended April 30, [removed: 2021][added: 2022]

The aggregate market value of the common shares held by nonaffiliates of the registrant at October 31, [removed: 2020,] [added: 2021,] was [removed: $12,194,989,389.][added: $12,691,431,980.]

As of June [removed: 10, 2021, 108,343,689] [added: 9, 2022, 106,457,951] 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: 18, 2021,] [added: 17, 2022,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

| Item 1. | | | Business | | | [removed: [2](#i9f71a0d6ee4746a6869e44a16ae5454d_13)] [added: [2](#ide562e323f1b4c979614bba1946bab0a_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [8](#i9f71a0d6ee4746a6869e44a16ae5454d_16)] [added: [9](#ide562e323f1b4c979614bba1946bab0a_16)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [18](#i9f71a0d6ee4746a6869e44a16ae5454d_19)] [added: [22](#ide562e323f1b4c979614bba1946bab0a_19)] | | |

| Item 2. | | | Properties | | | [removed: [19](#i9f71a0d6ee4746a6869e44a16ae5454d_22)] [added: [23](#ide562e323f1b4c979614bba1946bab0a_22)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [19](#i9f71a0d6ee4746a6869e44a16ae5454d_25)] [added: [23](#ide562e323f1b4c979614bba1946bab0a_25)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [19](#i9f71a0d6ee4746a6869e44a16ae5454d_28)] [added: [23](#ide562e323f1b4c979614bba1946bab0a_28)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [20](#i9f71a0d6ee4746a6869e44a16ae5454d_34)] [added: [24](#ide562e323f1b4c979614bba1946bab0a_34)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [21](#i9f71a0d6ee4746a6869e44a16ae5454d_46)] [added: [25](#ide562e323f1b4c979614bba1946bab0a_43)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [21](#i9f71a0d6ee4746a6869e44a16ae5454d_46)] [added: [25](#ide562e323f1b4c979614bba1946bab0a_43)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [35](#i9f71a0d6ee4746a6869e44a16ae5454d_70)] [added: [41](#ide562e323f1b4c979614bba1946bab0a_67)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [37](#i9f71a0d6ee4746a6869e44a16ae5454d_76)] [added: [43](#ide562e323f1b4c979614bba1946bab0a_73)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures | | | [removed: [79](#i9f71a0d6ee4746a6869e44a16ae5454d_205)] [added: [85](#ide562e323f1b4c979614bba1946bab0a_160)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [79](#i9f71a0d6ee4746a6869e44a16ae5454d_208)] [added: [85](#ide562e323f1b4c979614bba1946bab0a_163)] | | |

| Item 9B. | | | Other Information | | | [removed: [79](#i9f71a0d6ee4746a6869e44a16ae5454d_211)] [added: [85](#ide562e323f1b4c979614bba1946bab0a_166)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [80](#i9f71a0d6ee4746a6869e44a16ae5454d_217)] [added: [86](#ide562e323f1b4c979614bba1946bab0a_172)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [80](#i9f71a0d6ee4746a6869e44a16ae5454d_220)] [added: [86](#ide562e323f1b4c979614bba1946bab0a_175)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [80](#i9f71a0d6ee4746a6869e44a16ae5454d_223)] [added: [86](#ide562e323f1b4c979614bba1946bab0a_178)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [80](#i9f71a0d6ee4746a6869e44a16ae5454d_226)] [added: [86](#ide562e323f1b4c979614bba1946bab0a_181)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [80](#i9f71a0d6ee4746a6869e44a16ae5454d_229)] [added: [86](#ide562e323f1b4c979614bba1946bab0a_184)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [81](#i9f71a0d6ee4746a6869e44a16ae5454d_235)] [added: [87](#ide562e323f1b4c979614bba1946bab0a_190)] | | |

| | | | Signatures | | | [90](#ide562e323f1b4c979614bba1946bab0a_196) | | |

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

The table below lists all of our manufacturing and processing facilities at April 30, [removed: 2021.][added: 2022.]

Additionally, our principal distribution centers in the U.S. include [removed: two] [added: one] that we own and [removed: seven] [added: six] that we lease.

We lease [removed: eight] [added: seven] sales and administrative offices in the U.S. and one in Canada.

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

| Ripon, Wisconsin [added: (C)] | | | | | | Fruit spreads, toppings, syrups, and condiments | | | | | | U.S. Retail Consumer Foods | | |

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

| Sherbrooke, Quebec | | | | | | Canned milk | | | | | | Other [removed: (C)] [added: (E)] | | |

| Suffolk, Virginia [removed: (B)] [added: (D)] | | | | | | Liquid coffee | | | | | | Other [removed: (C)] [added: (E)] | | |

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

[removed: (C)Represents] [added: (E)Represents] the combined International and Away From Home operating segments.

| McCalla, Alabama (A) | | | | | | Frozen sandwiches | | | | | | U.S. Retail Consumer Foods | | |

(A)Our new facility in McCalla will help meet growing demand for *Smucker’s Uncrustables* frozen sandwiches and will complement our existing facilities in Longmont and Scottsville.

Production is expected to begin at the McCalla facility during calendar year 2025.

(C)We plan to close our Ripon, Wisconsin, production facility by the end of calendar year 2022, as previously announced.

(D)The Suffolk liquid coffee plant stopped production at the end of calendar year 2021 and is expected to close in early 2023.

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

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

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

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

There were [removed: 324,874] [added: 382,938] shareholders of record as of June [removed: 10, 2021,] [added: 9, 2022,] of which [removed: 34,421] [added: 32,914] 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: 2021,] [added: 2022,] 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:

| April 1, [removed: 2021] [added: 2022] - April 30, [removed: 2021] [added: 2022] | | | | | | [removed: —] [added: 408] | | | | | | [removed: —] [added: 137.33] | | | | | | — | | | | | | [removed: 2,811,472] [added: 5,811,472] | | |

(c) During the fourth quarter of [removed: 2021,] [added: 2022,] we repurchased [removed: approximately 1.3] [added: 2.0] million common shares under our repurchase program, as discussed in Note [removed: 17:] [added: 16:] Common Shares in Part II, Item 8 in this Annual Report on Form 10-K.

(d) As of April 30, [removed: 2021,] [added: 2022,] there were approximately [removed: 2.8] [added: 5.8] million common shares remaining available for repurchase pursuant to 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: 2021,] [added: 2022,] 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: 2016.][added: 2017.]

[removed: ][added: ]

| | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

[removed: Copyright © 2021] [added: Copyright© 2022] Standard & Poor’s, a division of S&P Global.

| February 1, 2022 - February 28, 2022 | | | | | | 1,291 | | | | | | $ | 135.32 | | | | | — | | | | | | 7,811,472 | | |

| March 1, 2022 - March 31, 2022 | | | | | | 2,000,000 | | | | | | 131.23 | | | | | | 2,000,000 | | | | | | 5,811,472 | | |

| Total | | | | | | 2,001,699 | | | | | | $ | 131.23 | | | | | 2,000,000 | | | | | | 5,811,472 | | |

| The J. M. Smucker Company | | | $ | 100.00 | | | | | $ | 92.44 | | | | | $ | 102.41 | | | | | $ | 98.99 | | | | | $ | 116.39 | | | | | $ | 125.28 | |

| S&P Packaged Foods & Meats | | | 100.00 | | | | | | 85.68 | | | | | | 94.66 | | | | | | 99.48 | | | | | | 116.98 | | | | | | 131.64 | | |

| S&P 500 | | | 100.00 | | | | | | 113.27 | | | | | | 128.55 | | | | | | 129.66 | | | | | | 189.28 | | | | | | 189.68 | | |

| 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 | | |

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

| 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 | | |

| Report of Management on Internal Control Over Financial Reporting | | | [removed: [38](#i9f71a0d6ee4746a6869e44a16ae5454d_79)] [added: [44](#ide562e323f1b4c979614bba1946bab0a_76)] | | |

| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | | [removed: [39](#i9f71a0d6ee4746a6869e44a16ae5454d_82)] [added: [45](#ide562e323f1b4c979614bba1946bab0a_79)] | | |

| Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements [added: (PCAOB ID: 42)] | | | [removed: [40](#i9f71a0d6ee4746a6869e44a16ae5454d_85)] [added: [46](#ide562e323f1b4c979614bba1946bab0a_82)] | | |

| Report of Management on Responsibility for Financial Reporting | | | [removed: [43](#i9f71a0d6ee4746a6869e44a16ae5454d_88)] [added: [49](#ide562e323f1b4c979614bba1946bab0a_85)] | | |

| Consolidated Balance Sheets at April 30, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: [45](#i9f71a0d6ee4746a6869e44a16ae5454d_97)] [added: [51](#ide562e323f1b4c979614bba1946bab0a_94)] | | |

| For the years ended April 30, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019:] [added: 2020:] | | | | | |

| Statements of Consolidated Income | | | [removed: [44](#i9f71a0d6ee4746a6869e44a16ae5454d_91)] [added: [50](#ide562e323f1b4c979614bba1946bab0a_88)] | | |

| Statements of Consolidated Comprehensive Income | | | [removed: [44](#i9f71a0d6ee4746a6869e44a16ae5454d_94)] [added: [50](#ide562e323f1b4c979614bba1946bab0a_91)] | | |

| Statements of Consolidated Cash Flows | | | [removed: [46](#i9f71a0d6ee4746a6869e44a16ae5454d_103)] [added: [52](#ide562e323f1b4c979614bba1946bab0a_97)] | | |

| Statements of Consolidated Shareholders’ Equity | | | [removed: [47](#i9f71a0d6ee4746a6869e44a16ae5454d_106)] [added: [53](#ide562e323f1b4c979614bba1946bab0a_100)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [48](#i9f71a0d6ee4746a6869e44a16ae5454d_112)] [added: [54](#ide562e323f1b4c979614bba1946bab0a_103)] | | |

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: 2021.][added: 2022.]

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: 2021.][added: 2022.]

Ernst & Young LLP, an independent registered public accounting firm, audited the effectiveness of our internal control over financial reporting as of April 30, [removed: 2021,] [added: 2022,] and their report thereon is included on page [removed: 39] [added: 45] of this report.

We have audited The J. M. Smucker Company’s internal control over financial reporting as of April 30, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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 [removed: 2021] [added: 2022] consolidated financial statements of the Company and our report dated June [removed: 17, 2021] [added: 16, 2022] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended April 30, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 17, 2021] [added: 16, 2022] expressed an unqualified opinion thereon.

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, [removed: subjective] [added: subjective,] or complex judgments.

| *Description of the Matter* | | | At April 30, [removed: 2021,] [added: 2022,] the Company’s total goodwill was $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 [removed: 7] [added: 6] 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. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the [removed: design] [added: design,] and tested the operating effectiveness of controls over the Company’s U.S. Retail Pet Foods goodwill impairment review process, including controls over the significant assumptions mentioned above. | | |

| *Description of the Matter* | | | At April 30, [removed: 2021,] [added: 2022,] the Company’s total indefinite-lived intangible assets, excluding goodwill, were [removed: $2.9] [added: $2.6] billion, of that, [removed: $1.4] [added: $1.1] billion relates to the U.S. Retail Pet Foods [removed: segment and $1.2 billion relates to the U.S. Retail Coffee segment (collectively, the “Pet Foods and Coffee indefinite-lived intangible assets”).] [added: segment.] As discussed in Note 1 and Note [removed: 7] [added: 6] 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. [removed: Certain] [added: During the third quarter of 2022, the Company made certain strategic decisions related to its U.S. Retail] Pet Foods [removed: and Coffee] [added: segment. As a result, the Company completed an interim review to determine the impact these strategic decisions had on the fair value of certain] indefinite-lived intangible assets [removed: are individually material, have had recently] [added: within the U.S. Retail Pet Foods segment. The Company] recognized [added: an] impairment [removed: charges, or are susceptible to future charges due] [added: charge of $150.4 million related] to the [removed: narrow differences between fair value and carrying value, or a combination] [added: *Rachael Ray* *Nutrish* brand indefinite-lived intangible asset as] of [removed: some or all three] [added: January 31, 2022. Additionally, the Company reclassified the *Rachael Ray Nutrish* brand as a finite-lived intangible asset as] of [removed: these criteria.] [added: January 31, 2022.] | | |

| | | | Auditing the Company’s [removed: Pet Foods and Coffee] [added: interim] indefinite-lived intangible [removed: assets] [added: asset] impairment evaluation [added: of the *Rachael Ray Nutrish* brand] was complex and highly judgmental due to the significant estimation required in determining the fair value of the indefinite-lived intangible [removed: assets.] [added: asset.] In particular, the fair value estimate was sensitive to significant assumptions such as the required rate of return, revenue growth rates, terminal period revenue growth rates, and royalty rates. Elements of these significant assumptions are forward-looking and could be affected by future economic conditions and/or changes in consumer preferences. | | |

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

| | | | To test the estimated fair value used in the Company’s [removed: Pet Foods and Coffee] [added: *Rachael Ray Nutrish* brand interim] indefinite-lived intangible assets impairment [removed: analyses,] [added: 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. As it pertains to revenue growth rates, we compared the significant assumptions used by management to current industry and economic trends, [added: and] changes to the Company’s business model, customer base or product mix, as applicable. We assessed the historical accuracy of management’s estimates. 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 the required [removed: rates] [added: rate] of return and royalty rate. As it pertains to the required rate of return, we evaluated the components of the weighted average cost of capital [removed: assumptions] [added: assumption] used by the Company by performing an independent corroborative calculation with the involvement of our valuation specialists. We also evaluated the [removed: premia] [added: premium] applied to the weighted average cost of capital of the [removed: Pet Foods and Coffee] [added: *Rachael Ray Nutrish* brand] indefinite-lived intangible [removed: assets] [added: asset] based on the [removed: characteristics of each asset subject to the evaluation.] [added: asset’s characteristics.] As it pertains to the royalty [removed: rates] [added: rate] used in the impairment [removed: analyses,] [added: analysis,] we performed [added: an] independent corroborative profit split [removed: calculations] [added: calculation] to evaluate the royalty [removed: rates] [added: rate] selected by the Company. We also evaluated market royalty rates cited by the Company as to their relevance to the Company’s conclusions. | | |

The [removed: director] [added: lead internal auditor] of the internal audit department is required to report directly to the audit committee as to internal audit matters.

| (Dollars in millions, except per share data) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net sales | | | $ | [removed: 8,002.7] [added: 7,998.9] | | | | | $ | [removed: 7,801.0] [added: 8,002.7] | | | | | $ | [removed: 7,838.0] [added: 7,801.0] | |

| Cost of products sold [added: (A)] | | | [removed: 4,864.0] [added: 5,298.2] | | | | | | [removed: 4,799.0] [added: 4,864.0] | | | | | | [removed: 4,922.3] [added: 4,799.0] | | |

| Gross Profit | | | [removed: 3,138.7] [added: 2,700.7] | | | | | | [removed: 3,002.0] [added: 3,138.7] | | | | | | [removed: 2,915.7] [added: 3,002.0] | | |

| Selling, distribution, and administrative expenses | | | [removed: 1,523.1] [added: 1,360.3] | | | | | | [removed: 1,474.3] [added: 1,523.1] | | | | | | [removed: 1,508.6] [added: 1,474.3] | | |

| Amortization | | | [removed: 233.0] [added: 223.6] | | | | | | [removed: 236.3] [added: 233.0] | | | | | | [removed: 240.3] [added: 236.3] | | |

| Other intangible assets impairment charges | | | [removed: 3.8] [added: 150.4] | | | | | | [removed: 52.4] [added: 3.8] | | | | | | [removed: 107.2] [added: 52.4] | | |

| Other special project costs (A) | | | [removed: 20.7] [added: 8.0] | | | | | | [removed: 16.5] [added: 20.7] | | | | | | [removed: 64.1] [added: 16.5] | | |

| Other operating expense (income) – net | | | [removed: (28.7)] [added: (65.4)] | | | | | | [removed: (0.6)] [added: (28.7)] | | | | | | [removed: (31.0)] [added: (0.6)] | | |

| Operating Income | | | [removed: 1,386.8] [added: 1,023.8] | | | | | | [removed: 1,223.1] [added: 1,386.8] | | | | | | [removed: 928.6] [added: 1,223.1] | | |

| Interest expense – net | | | [removed: (177.1)] [added: (160.9)] | | | | | | [removed: (189.2)] [added: (177.1)] | | | | | | [removed: (207.9)] [added: (189.2)] | | |

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

June 16, 2022

*Rachael Ray Nutrish Brand Indefinite-Lived Intangible Asset Impairment Evaluation*

June 16, 2022

For more information, see Note 2: Integration and Restructuring Costs and Note 4: Reportable Segments.

| (Dollars in millions) | | | 2022 | | | | | | 2021 | | |

| Total Assets | | | $ | 16,055.0 | | | | | $ | 16,284.2 | |

| Net income | | | $ | 631.7 | | | | | $ | 876.3 | | | | | $ | 779.5 | |

| Make-whole payments included in financing activities | | | 7.0 | | | | | | — | | | | | | — | | |

| Capitalized debt issuance costs | | | (10.4) | | | | | | — | | | | | | — | | |

| Purchase of treasury shares | | | (2,059,083) | | | | | | (0.5) | | | | | | (109.6) | | | | | | (160.3) | | | | | | | | | | | | (270.4) | | |

| Stock plans | | | 178,343 | | | | | | — | | | | | | 39.9 | | | | | | | | | | | | | | | | | | 39.9 | | |

| Balance at April 30, 2022 | | | 106,458,317 | | | | | | $ | 26.6 | | | | | $ | 5,457.9 | | | | | $ | 2,893.0 | | | | | $ | (237.4) | | | | | $ | 8,140.1 | |

For additional discussion on these programs, refer to “Critical Accounting Estimates and Policies” within Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Earnings Per Share: Earnings per share is computed in accordance with FASB ASC 260, *Earnings Per Share*.

As required by ASC 260, we computed net income per common share (“basic earnings per share”) under the two-class method for 2022, 2021, and 2020, due to certain unvested common shares that contained non-forfeitable rights to dividends (i.e., participating securities) during the periods.

We compute net income per common share – assuming dilution (“diluted earnings per share”) under either the treasury method or the two-class method, dependent on which is more dilutive.

As a result, diluted earnings per share for 2022 was computed under the treasury stock method, and the two-class method was applied in computing diluted earnings per share for 2021 and 2020.

Basic earnings per share is calculated by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period.

Under the two-class method, net income available to common and participating common shareholders is reduced by the net income allocated to participating securities, which is equal to the amount of dividends declared in the current period and by the contractual amount of dividends that must be paid for the current period related to participating securities.

Under the treasury stock method, the diluted earnings per share calculation includes potential common shares assumed to be issued, which reflects the potential dilution that would occur if any outstanding options or warrants were exercised or restricted stock becomes vested, and includes the “if converted” method for participating securities if the effect is dilutive.

For additional information on the earnings per share calculations, see Note 5: Earnings Per Share.

In accordance with the requirements of ASC 740, uncertain tax

the estimated fair value of the assets.

Recently Issued Accounting Standards: In March 2022, the SEC issued the proposed rule under SEC Release No. 33-11042, *The Enhancement and Standardization of Climate-Related Disclosures for Investors,* to enhance and standardize the climate-related disclosures provided by public companies.

This update will require the disclosure of greenhouse gas emissions, climate-related targets and goals, how the Board and management oversee climate-related risks, and Scope 1 and 2 emissions, which will be subject to third-party assurance.

As of April 30, 2022, these amendments were not adopted by the SEC; however, we anticipate that the adoption of these amendments will have a material impact on our financial statements and disclosures.

As required, we adopted the remaining amendments during 2022, which did not have a material impact on our financial statements and disclosures.

The accounting guidance for franchise taxes and foreign investments was adopted on a modified retrospective basis and all other applicable provisions were adopted on a prospective basis, as required by ASU 2019-12.

With the exception of accelerated depreciation, these costs are expensed as incurred.

These integration and restructuring costs are reported in cost of products sold and other

This is inclusive of certain restructuring costs associated with the divestitures of the *Crisco, Natural Balance*, private label dry pet food, and natural beverage and grains businesses.

During 2022, we completed the transition of production to JDE Peet’s, as anticipated.

Furthermore, the restructuring program was expanded during the third quarter of 2022 to include certain costs associated with the recent divestitures of the private label dry pet food and natural beverage and grains businesses, as well as the recently announced plans to close our Ripon, Wisconsin, production facility by the end of calendar year 2022 to further optimize operations for our Consumer Foods business.

As of April 30, 2022, cumulative noncash charges incurred to date were $23.0, including $18.6 and $4.4 incurred during 2022 and 2021, respectively, and primarily consisted of accelerated depreciation.

On January 31, 2022, we sold the natural beverage and grains businesses to Nexus.

The transaction included products sold under the *R.W. Knudsen* and *TruRoots* brands, inclusive of certain trademarks, a licensing agreement for *Santa Cruz Organic* beverages, dedicated manufacturing and distribution facilities in Chico, California, and Havre de Grace, Maryland, and approximately 150 employees who supported the natural beverage and grains businesses.

The transaction did not include *Santa Cruz Organic* nut butters, fruit spreads, syrups, or applesauce.

Under our ownership, the businesses generated net sales of $106.7, $143.4, and $131.6 in 2022, 2021, and 2020, respectively, primarily included in the U.S. Retail Consumer Foods segment.

On December 1, 2021, we sold the private label dry pet food business to Diamond Pet Foods.

The transaction included dry pet food products sold under private label brands, a dedicated manufacturing facility located in Frontenac, Kansas, and approximately 220 employees who supported the private label dry pet food business.

June 17, 2021

*U.S. Retail Pet Foods and U.S. Retail Coffee Indefinite-Lived Intangible Assets Impairment Evaluation*

| Goodwill impairment charge | | | — | | | | | | — | | | | | | 97.9 | | |

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

| Business acquired, net of cash acquired | | | — | | | | | | — | | | | | | (1,903.0) | | |

| Balance at May 1, 2018 | | | 113,572,840 | | | | | | $ | 28.9 | | | | | $ | 5,739.7 | | | | | $ | 2,239.2 | | | | | $ | (116.7) | | | | | $ | 7,891.1 | |

| Purchase of treasury shares | | | (50,723) | | | | | | — | | | | | | (5.4) | | | | | | — | | | | | | | | | | | | (5.4) | | |

| Stock plans | | | 220,179 | | | | | | — | | | | | | 21.5 | | | | | | | | | | | | | | | | | | 21.5 | | |

| Other | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | |

We regularly review and revise, when we deem necessary, estimates of costs for these promotional programs based on estimates of what will be redeemed by retail, distributors, or consumers.

These estimates are made using various techniques, including historical data on performance of similar promotional programs.

Differences between estimated expenditures and actual performance are recognized as a change in estimate in a subsequent period.

During 2021, 2020, and 2019, subsequent period adjustments were less than 2 percent of both consolidated pre-tax income and cash provided by operating activities.

Total promotional expenditures, including amounts classified as a reduction of sales, represented 39 percent of net sales in both 2021 and 2020, and 36 percent of net sales in 2019.

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

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

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.

Accounting for franchise taxes will require adoption on a retrospective or modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption.

All other applicable provisions will require

adoption on a retrospective, modified retrospective, or prospective basis, as required by ASU 2019-12.

In August 2018, the FASB issued ASU 2018-14, *Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20) Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans*, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement benefit plans.

The guidance removes disclosures that are no longer considered cost beneficial and adds new, as well as clarifies certain other, disclosure requirements.

ASU 2018-14 was effective for us on May 1, 2020, and required adoption on a retrospective basis.

The adoption of this ASU did not have a material impact on our disclosures.

Note 2: Acquisition

On May 14, 2018, we acquired the outstanding equity of Ainsworth, a leading producer, distributor, and marketer of premium pet food and pet snacks, predominantly within the U.S., in an all-cash transaction valued at $1.9 billion.

The transaction was funded with a bank term loan and borrowings under our commercial paper program of $1.5 billion and $400.0, respectively.

During 2019, the final purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition.

We determined the estimated fair values based on independent appraisals, discounted cash flow analyses, quoted market prices, and other estimates made by management.

The purchase price allocation included total intangible assets of $1.3 billion.

The purchase price exceeded the estimated fair value of the net identifiable tangible and intangible assets acquired and, as a result, the excess was allocated to goodwill.

As a result of the acquisition, we recognized total goodwill of $617.8 within the U.S. Retail Pet Foods segment, which represented the value we expected to achieve through the implementation of operational synergies and growth opportunities as a result of integrating Ainsworth into our U.S. Retail Pet Foods segment.

Of the total goodwill, $446.0 was deductible for income tax purposes at the acquisition date, of which $354.6 remains deductible at April 30, 2021.

Any significant adverse change in our near or long-term projections or macroeconomic conditions could result in future impairment charges.

Noncash charges of $4.4 were included in the restructuring costs incurred during 2021, which primarily consists of accelerated depreciation.

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

Total restructuring costs of $74.6 were incurred related to the program, which included $48.7 and $25.9 of employee-related costs and other transition and termination costs, respectively.

Total noncash charges were $15.2, which primarily consisted of accelerated depreciation.

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: 2021] [added: 2022] (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: 2021,] [added: 2022,] 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: 18, 2021.][added: 17, 2022.]

The Board has adopted a Code of [removed: Business Conduct and Ethics,] [added: Conduct,] last revised [removed: January 2018,] [added: April 2022,] which applies to our directors, principal executive officer, and principal financial and accounting officer.

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: 18, 2021.][added: 17, 2022.]

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: 18, 2021.][added: 17, 2022.]

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: 18, 2021.][added: 17, 2022.]

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: 18, 2021.][added: 17, 2022.]

| | | | | | | See the Index to Financial Statements on page [removed: 37] [added: 43] of this Annual Report on Form 10-K. | | |

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/91419/000009141920000005/sjm-20200122xex31.htm)] [added: [3.2](http://www.sec.gov/Archives/edgar/data/91419/000009141922000010/sjm20220207-ex31.htm)] | | | [Amended Regulations of the J. M. Smucker Company (as Amended [removed: January 17, 2020)](http://www.sec.gov/Archives/edgar/data/91419/000009141920000005/sjm-20200122xex31.htm)] [added: February 4, 2022)](http://www.sec.gov/Archives/edgar/data/91419/000009141922000010/sjm20220207-ex31.htm)] | | |

| [removed: [4.8](http://www.sec.gov/Archives/edgar/data/91419/000119312511270080/d238964dex47.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/91419/000119312511270080/d238964dex47.htm)9] | | | [Third Amended and Restated Intercreditor Agreement, dated June 11, 2010, among the administrative agents and other parties identified therein](http://www.sec.gov/Archives/edgar/data/91419/000119312511270080/d238964dex47.htm) | | |

| [removed: [10.37](http://www.sec.gov/Archives/edgar/data/91419/000095015209002427/l35751aexv10w5.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/91419/000095015209002427/l35751aexv10w5.htm)5] | | | [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: [10.38](http://www.sec.gov/Archives/edgar/data/91419/000119312513455851/d619488dex102.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/91419/000119312513455851/d619488dex102.htm)6] | | | [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: [10.39](http://www.sec.gov/Archives/edgar/data/91419/000009141921000011/sjm20210131-10qex101.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/91419/000009141921000011/sjm20210131-10qex101.htm)7] | | | [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) | | |

| [removed: [10.40](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1023.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1023.htm)38] | | | [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: [10.41](http://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex102.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex102.htm)39] | | | [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: [10.42](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1034.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1034.htm)0] | | | [Amendment No. 2 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of May 1, 2017*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1034.htm) | | |

| [removed: [10.43](http://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex102.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex102.htm)1] | | | [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) | | |

| [removed: [10.44](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1024.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1024.htm)2] | | | [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: [10.45](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1025.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1025.htm)3] | | | [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: [10.46](http://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex101.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex101.htm)4] | | | [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: [10.47](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1038.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1038.htm)5] | | | [Amendment No. 3 to The J. M. Smucker Company Restoration Plan, dated as of January 1, 2017*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1038.htm) | | |

| [removed: [10.48](http://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex101.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex101.htm)6] | | | [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) | | |

| [removed: [10.49](http://www.sec.gov/Archives/edgar/data/91419/000009141920000093/sjm071320-8kex101.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/91419/000009141920000093/sjm071320-8kex101.htm)7] | | | [The J.M. Smucker Company Executive Severance Plan.](http://www.sec.gov/Archives/edgar/data/91419/000009141920000093/sjm071320-8kex101.htm) | | |

| [removed: [10.50](http://www.sec.gov/Archives/edgar/data/91419/000009141918000005/sjm43018-10kex1030.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/91419/000009141918000005/sjm43018-10kex1030.htm)48] | | | [Form of Amended and Restated Change in Control Severance Agreement between the Company and the Officer party thereto*](http://www.sec.gov/Archives/edgar/data/91419/000009141918000005/sjm43018-10kex1030.htm) | | |

| [removed: [10.51](http://www.sec.gov/Archives/edgar/data/91419/000119312516683258/d229063dex101.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/91419/000119312516683258/d229063dex101.htm)49] | | | [Form of Indemnity Agreement between the Company and the Officer party thereto*](http://www.sec.gov/Archives/edgar/data/91419/000119312516683258/d229063dex101.htm) | | |

| [removed: [10.52](http://www.sec.gov/Archives/edgar/data/91419/000095015205005068/l14421aexv10w1.txt)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/91419/000095015205005068/l14421aexv10w1.txt)0] | | | [The J. M. Smucker Company 1998 Equity and Performance Incentive Plan (Amended and Restated Effective June 6, 2005)*](http://www.sec.gov/Archives/edgar/data/91419/000095015205005068/l14421aexv10w1.txt) | | |

| [removed: [10.53](http://www.sec.gov/Archives/edgar/data/91419/000095015208010111/l34412aexv10w20.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/91419/000095015208010111/l34412aexv10w20.htm)1] | | | [Tax Matters Agreement between The Procter & Gamble Company, The Folgers Coffee Company, and the Company, dated November 6, 2008](http://www.sec.gov/Archives/edgar/data/91419/000095015208010111/l34412aexv10w20.htm) | | |

| [removed: [10.54](http://www.sec.gov/Archives/edgar/data/91419/000095015208010111/l34412aexv10w21.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/91419/000095015208010111/l34412aexv10w21.htm)2] | | | [Intellectual Property Matters Agreement between The Procter & Gamble Company and The Folgers Coffee Company, dated November 6, 2008](http://www.sec.gov/Archives/edgar/data/91419/000095015208010111/l34412aexv10w21.htm) | | |

| [removed: [10.55](http://www.sec.gov/Archives/edgar/data/91419/000119312517275705/d450231dex101.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/91419/000119312517275705/d450231dex101.htm)3] | | | [Revolving Credit Agreement, dated as of September 1, 2017, by and among the Company, Smucker Foods of Canada Corp., a federally incorporated Canadian corporation, Bank of America, N.A., as administrative agent, and the several financial institutions from time to time party thereto](http://www.sec.gov/Archives/edgar/data/91419/000119312517275705/d450231dex101.htm) | | |

| [removed: [10.56](http://www.sec.gov/Archives/edgar/data/91419/000119312518146699/d556043dex102.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/91419/000119312518146699/d556043dex102.htm)4] | | | [Amendment No. 1 to Credit Agreement dated as of April 27, 2018, to the Revolving Credit Agreement, dated as of September 1, 2017, among the Company and Smucker Foods of Canada Corp., as borrowers, the lenders party thereto, and Bank of America, N.A., as administrative agent](http://www.sec.gov/Archives/edgar/data/91419/000119312518146699/d556043dex102.htm) | | |

| [removed: [10.57](http://www.sec.gov/Archives/edgar/data/91419/000119312514323665/d777732dex101.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/91419/000119312514323665/d777732dex101.htm)6] | | | [Form of Commercial Paper Dealer Agreement between the Company, as Issuer, and the Dealer party thereto](http://www.sec.gov/Archives/edgar/data/91419/000119312514323665/d777732dex101.htm) | | |

| [removed: [10.58](http://www.sec.gov/Archives/edgar/data/91419/000119312518146699/d556043dex101.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/91419/000119312521251746/d162400dex101.htm)5] | | | [removed: [Term Loan] [added: [Revolving] Credit Agreement, dated as of [removed: April 27, 2018,] [added: August 19, 2021, by and] among [removed: the] [added: The J.M. Smucker] Company, [removed: as borrower, the lenders party thereto, and] [added: Smucker Foods of Canada Corp.,] Bank of America, N.A., as [removed: administrative agent](http://www.sec.gov/Archives/edgar/data/91419/000119312518146699/d556043dex101.htm)] [added: Administrative Agent, and the several financial institutions and U.S. subsidiaries of the Company from time to time party thereto](http://www.sec.gov/Archives/edgar/data/91419/000119312521251746/d162400dex101.htm)] | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/91419/000009141921000048/sjm43021-10kex21.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/91419/000009141922000049/sjm43022-10kex21.htm)] | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/91419/000009141921000048/sjm43021-10kex21.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/91419/000009141922000049/sjm43022-10kex21.htm)] | | |

| [removed: [23](https://www.sec.gov/Archives/edgar/data/91419/000009141921000048/sjm43021-10kex23.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/91419/000009141922000049/sjm43022-10kex23.htm)] | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/91419/000009141921000048/sjm43021-10kex23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/91419/000009141922000049/sjm43022-10kex23.htm)] | | |

| [removed: [24](https://www.sec.gov/Archives/edgar/data/91419/000009141921000048/sjm43021-10kex24.htm)] [added: [24](https://www.sec.gov/Archives/edgar/data/91419/000009141922000049/sjm43022-10kex24.htm)] | | | [Powers of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/91419/000009141921000048/sjm43021-10kex24.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/91419/000009141922000049/sjm43022-10kex24.htm)] | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/91419/000009141921000048/sjm43021-10kex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/91419/000009141922000049/sjm43022-10kex311.htm)] | | | [Certifications of Mark T. Smucker pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as [removed: amended](https://www.sec.gov/Archives/edgar/data/91419/000009141921000048/sjm43021-10kex311.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/91419/000009141922000049/sjm43022-10kex311.htm)] | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/91419/000009141921000048/sjm43021-10kex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/91419/000009141922000049/sjm43022-10kex312.htm)] | | | [Certifications of Tucker H. Marshall pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as [removed: amended](https://www.sec.gov/Archives/edgar/data/91419/000009141921000048/sjm43021-10kex312.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/91419/000009141922000049/sjm43022-10kex312.htm)] | | |

| [removed: [32](https://www.sec.gov/Archives/edgar/data/91419/000009141921000048/sjm43021-10kex32.htm)] [added: [32](https://www.sec.gov/Archives/edgar/data/91419/000009141922000049/sjm43022-10kex32.htm)] | | | [Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/91419/000009141921000048/sjm43021-10kex32.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/91419/000009141922000049/sjm43022-10kex32.htm)] | | |

| 104 | | | The cover page of this Annual Report on Form 10-K for the year ended April 30, [removed: 2021,] [added: 2022,] formatted in Inline XBRL | | |

| Date: June [removed: 17, 2021] [added: 16, 2022] | | | The J. M. Smucker Company | | | | | |

| Mark T. Smucker | | | | | | President and Chief Executive Officer and Director (Principal Executive Officer) | | | | | | June [removed: 17, 2021] [added: 16, 2022] | | |

| Tucker H. Marshall | | | | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | | | | June [removed: 17, 2021] [added: 16, 2022] | | |

| Timothy P. Smucker | | | | | | Chairman Emeritus | | | | | | June [removed: 17, 2021] [added: 16, 2022] | | |

| Richard K. Smucker | | | | | | Executive Chairman | | | | | | June [removed: 17, 2021] [added: 16, 2022] | | |

| Susan E. Chapman-Hughes | | | | | | Director | | | | | | June [removed: 17, 2021] [added: 16, 2022] | | |

| Paul J. Dolan | | | | | | Director | | | | | | June [removed: 17, 2021] [added: 16, 2022] | | |

| Jay L. Henderson | | | | | | Director | | | | | | June [removed: 17, 2021] [added: 16, 2022] | | |

| [4.8](http://www.sec.gov/Archives/edgar/data/91419/000119312521284182/d179526dex41.htm) | | | [Fourth Supplemental Indenture, dated as of September 24, 2021, between the Company and U.S. Bank National Association](http://www.sec.gov/Archives/edgar/data/91419/000119312521284182/d179526dex41.htm) | | |

| Jonathan E. Johnson III | | | | | | Director | | | | | | June 16, 2022 | | |

| [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) | | |

| [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) | | |

| [10.59](http://www.sec.gov/Archives/edgar/data/91419/000009141919000019/sjm-20191115ex101.htm) | | | [Amendment No. 1 to Credit Agreement dated as of November 14, 2019, to the Term Loan Credit Agreement, dated as of April 27, 2018, among the Company, as borrower, the lenders party thereto, and Bank of America, N.A., as administrative agent](http://www.sec.gov/Archives/edgar/data/91419/000009141919000019/sjm-20191115ex101.htm) | | |

| Nancy Lopez Russell | | | | | | Director | | | | | | June 17, 2021 | | |