J.M. Smucker (SJM) 10-K risk factor changes: FY2023 vs FY2022

The [removed: COVID-19 pandemic] [added: ongoing conflict between Russia] and [added: Ukraine and the] related [removed: ongoing implications] [added: disruptions to the global economy] could [removed: negatively impact] [added: adversely affect] our business, financial condition, [removed: and] [added: or] results of operations.

- [removed: a shift in consumer spending as a result of the economic downturn could result in] consumers [removed: moving] [added: could choose] to [added: purchase] private label or competitive products [removed: or] [added: of] our lower-priced [removed: products;][added: products as a result of an economic downturn.]

These and other impacts of [removed: the COVID-19 pandemic] [added: global and national macroeconomic conditions] could also heighten many of the other risk factors discussed in this section.

Because many of the roasting methods we use are [added: considered our trade secrets and] not protected by patents, it may be difficult for us to prevent competitors from copying our [removed: roasting methods] [added: coffee products] if such [added: coffee roasting] methods [added: are independently discovered or] become [removed: known.][added: generally known in the industry.]

If our competitors copy [removed: our roasting] or [removed: packaging methods or] develop more advanced [added: coffee] roasting or packaging [removed: methods,] [added: or sandwich-making methods then] the value of our coffee [removed: brands] [added: products or *Smucker’s Uncrustables* brand, respectively,] may be diminished, and we could lose customers to our competitors.

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

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

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

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

Failure to take adequate steps to mitigate [added: or insure against] the likelihood or potential impact of such events, or to effectively manage such events if they occur, could adversely affect our business, financial condition, and results of operations.

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

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

As of April 30, [removed: 2022, 26] [added: 2023, 22] percent of our full-time employees, located at [removed: eight] [added: seven] manufacturing locations, are covered by collective bargaining agreements.

These contracts vary in term depending on location, with [removed: two contracts] [added: one contract] expiring in [removed: 2023,] [added: 2024,] representing [removed: 9] [added: approximately one] percent of our total employees.

Success in promoting and enhancing brand value depends [removed: in large part] on our ability to provide high-quality products.

Brand value could diminish significantly as a result of a number of factors, such as if we fail to preserve the quality of our products, if [added: there are concerns about the safety of our products, if] we are perceived to act in an irresponsible manner, if the Company or our brands otherwise receive negative publicity, if our brands fail to deliver a consistently positive consumer experience, or if our products become unavailable to consumers.

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

In addition, our ability to achieve our strategic and operating goals depends on our ability to identify, recruit, hire, train, and retain qualified [removed: individuals.][added: individuals, including, for example, all levels of skilled labor in our manufacturing facilities.]

During [removed: 2022,] [added: 2023,] we [removed: experienced] [added: continued to experience] an increasingly competitive labor market, increased employee turnover, changes in the availability of our workers, [removed: including COVID-19-related absences,] and labor shortages in our supply chain.

If we are unable to complete acquisitions or to successfully integrate and develop acquired businesses, including the effective management of integration and related restructuring costs, we could fail to achieve the anticipated synergies and cost savings, or the expected increases in revenues and operating [removed: results, either of which could have a material adverse effect on our financial] results.

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

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

Divestitures and related restructuring costs, such as the restructuring plan entered into in [removed: 2021] [added: 2021,] and [removed: expanded] [added: concluded] in [removed: 2022,] [added: 2023,] require a significant amount of management and operational resources.

Finally, the complexity of the implementation [removed: will] [added: may] require a substantial amount of management and operational resources.

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

We could also suffer losses from a significant [removed: product liability] judgment [added: or settlement of a claim or litigation or a regulatory action taken] against us.

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

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

No other products produced at our other facilities were affected by [removed: this] [added: the] recall.

[removed: On] [added: In] June [removed: 10,] 2022, we [removed: announced our plans to resume] [added: resumed] manufacturing *Jif* peanut butter products at our Lexington [added: facility, as well as shipping from our Memphis] facility.

[removed: However,] [added: At that time,] we [added: also suspended the manufacturing of *Jif* peanut butter products at the Lexington facility and] temporarily paused shipments from [removed: the Memphis] [added: our Memphis, Tennessee] facility to eliminate confusion while customers cleared their shelves of potentially impacted products manufactured at the Lexington facility.

Sales to Walmart Inc. and subsidiaries amounted to 34 percent of net sales in [removed: 2022.][added: 2023.]

Trade receivables – net at April 30, [removed: 2022,] [added: 2023,] included amounts due from Walmart Inc. and subsidiaries of [removed: $179.9 million,] [added: $211.5,] or [removed: 34] [added: 35] percent of the total trade receivables – net balance.

During [removed: 2022,] [added: 2023,] our top 10 customers, collectively, accounted for approximately 60 percent of consolidated net sales.

We expect that a significant portion of our revenues will continue to be derived from a limited number of customers as the [added: traditional] retail [added: grocery] environment continues to [removed: consolidate.][added: consolidate and as dollar stores, club stores, and e-commerce retailers have experienced growth.]

[removed: Our customers] are generally not contractually obligated to purchase from us.

We face competition across our product lines from other food companies with the primary methods and factors in competition being product quality, price, packaging, product innovation, nutritional value, [added: taste,] convenience, customer service, advertising, [added: promotion,] and [removed: promotion.][added: brand recognition and loyalty.]

In particular, technology-based systems, which give consumers the ability to shop through e-commerce websites and mobile commerce applications, are also significantly altering the retail landscape in many of our [removed: markets.][added: markets and intensifying competition by simplifying distribution and lowering barriers to entry.]

Introduction of new products and product extensions requires significant [removed: development and] [added: development,] marketing [removed: investment.][added: investment, and consideration of our diverse consumer base.]

We may not be able to pass some or all of any increases in the price of raw materials, energy, and other input costs to our customers by raising [removed: prices.][added: prices or decreasing product size.]

Deterioration of national and global macroeconomic conditions, an economic recession, periods of inflation, or economic uncertainty in key markets may adversely affect consumer spending and demand for our products.

National and global macroeconomic conditions can be uncertain and volatile.

We have in the past been, and may continue to be, adversely affected by changes in national and global macroeconomic conditions, such as inflation, rising interest rates, tax rates, availability of capital markets, consumer spending rates, energy availability and costs, supply chain challenges, labor shortages, and growing recession risk.

The macroeconomic conditions recently experienced were in part due to the COVID-19 pandemic, the ongoing conflict between Russia and Ukraine, and global supply chain challenges.

Volatility in financial markets and deterioration of national and global macroeconomic conditions could impact our business and results of operations in a number of ways, including, but not limited to, the following:

- financial instability of our customers and suppliers could result in additional bad debts or non-performance;

- value of our investments in debt and equity securities may decline, including our investment in Post common stock;

- future volatility or disruption in the capital and credit markets could negatively impact our liquidity or increase costs of borrowing;

- volatility in commodity and other input costs could continue due to adverse macroeconomic conditions; and

Our sensitivity to economic cycles and any related fluctuation in consumer demand could negatively impact our business, results of operations, financial condition, and liquidity.

In addition, we utilize a number of proprietary methods for manufacturing our *Smucker’s Uncrustables* frozen sandwiches, which we believe are essential to producing high-quality sandwiches that consistently meet consumer expectations.

Since the current methods used in making our sandwiches are considered our trade secrets and not protected by patents, it may be difficult for us to prevent competitors from copying our sandwiches if such sandwich-making methods are independently discovered or become generally known in the industry.

In addition, certain of our intellectual property rights, including the *Dunkin’* trademarks, are owned by third parties and licensed to us.

These trademarks are renegotiated and renewed pursuant to their terms, and if in the future, we are unable to renew or fail to renegotiate the licensing arrangements, then our financial results could be materially and negatively affected.

While we insure against many of these events and certain business interruption risks and have policies and procedures to manage business continuity planning, such insurance may not compensate us for any losses incurred and our business continuity plans may not effectively resolve the issues in a timely manner.

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

Additional acquisition risks include the diversion of management attention from our existing business, potential loss of key employees, suppliers, or consumers from the acquired business, assumption of unknown risks and liabilities, and greater than anticipated operating costs of the acquired business.

Any of these factors could have a material adverse effect on our financial results.

Further, we may incur asset impairment charges related to divestitures that reduce our profitability.

For more information, see Note 2: Special Project Costs and Note 3: Divestitures.

During 2023, we created a Transformation Office to support our multi-year commitment to ongoing margin enhancement efforts, inclusive of the removal of stranded overhead costs associated with the recent sale of certain pet food brands.

The Transformation Office is focused on enterprise-wide continuous improvement strategies to ensure a pipeline of productivity

initiatives and profit growth opportunities.

It is compiled of cross-functional leaders at every level of our organization who help to establish new ways of working, along with sustainable efficiencies and cost reduction efforts throughout our Company.

If we are unable to successfully implement our transformation initiatives, our business and results of operations could be adversely affected.

In addition, we could be the target of claims of false or deceptive advertising under U.S. federal and state laws as well as foreign laws, including consumer protection statutes of some states.

We partnered with retailers to restock *Jif* peanut butter products during the first quarter of 2023, and as of April 30, 2023, we have returned to normal levels.

To date, we have recognized total direct costs associated with the recall of approximately $120.0, net of insurance recoveries, related to customer returns, fees, unsaleable inventory, and other product recall-related costs, primarily within our U.S. Retail Consumer Foods segment.

We expect costs associated with the recall to be minimal in 2024.

Further, the FDA issued a Warning Letter on January 24, 2023, following an inspection of our Lexington facility completed in June 2022 in connection with the *Jif* voluntary recall, identifying concerns regarding certain practices and controls at the facility.

We have responded to the Warning Letter with a detailed explanation of our food safety plan and extensive verification activities to prevent contamination in *Jif* peanut butter products.

In addition, we have worked diligently to further strengthen our already stringent quality processes, including doubling our finished product testing and tripling our environmental testing to verify the efficacy of our actions.

The FDA or other agencies may nonetheless conclude that certain practices or controls were not in compliance with the Federal Food, Drug, and Cosmetic Act or other laws.

Any potential regulatory action based on such an agency conclusion could result in the imposition of injunctive terms and monetary payments that could have a material adverse effect on our business, reputation, brand, results of operations, and financial performance, as well as affect ongoing consumer litigation associated with the voluntary recall of *Jif* peanut butter products.

The outcome and financial impact of the ongoing consumer litigation or any potential regulatory action associated with the *Jif* voluntary recall cannot be predicted at this time.

Accordingly, no loss contingency has been recorded for these matters as of April 30, 2023, and the likelihood of loss is not considered probable or estimable.

Our customers

In addition, if sales generated by new products cause a decline in our sales of our existing products, our financial condition and results of operations could be negatively affected.

Further, weak economic conditions, recessions, significant inflation, severe or unusual weather events, pandemics (such as COVID-19), and other factors could affect consumer preferences and demand causing a strain on our supply chain due, in part, to retailers, distributors, or carriers modifying their restocking, fulfillment, or shipping procedures.

Failure to respond to these changes could negatively affect our 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, vaccination rates and effectiveness, the impact of vaccination requirements, and overall macroeconomic conditions.

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

Though the vaccination requirements and effectiveness may partially mitigate the risks around the continued spread of COVID-19, the related ongoing implications 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 shutdown or slowdown of one or more of our manufacturing facilities due to illness or labor shortages could significantly disrupt our production capabilities, particularly with respect to our coffee production, substantially all of which takes place in New Orleans, Louisiana;

- a slowdown or stoppage in our supply chain could result from government restrictions or labor shortages due to illness or 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;

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

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

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

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

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

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

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

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

- a fluctuation in foreign currency exchange rates, interest 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 affect our financial condition or our ability to fund operations or future investment opportunities; and

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

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.

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

We use a single national broker in the U.S. to represent a portion of our branded products to the retail grocery trade.

Our business would suffer disruption if this broker were to fail to perform brokerage services or to effectively represent us to the retail grocery trade, which could adversely affect our business.

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

In addition, anything that harms the

Our stated 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.

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

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.

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

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

Our fixed- and variable-rate debt use the London Interbank Offered Rate (“LIBOR”) as a benchmark for establishing interest rates, and we enter into interest rate swaps from time to time that contain a variable element based on LIBOR.

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

Since LIBOR ceases to be available, we may need to amend affected agreements, and we cannot predict what alternative index will be negotiated with our counterparties.

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.

Furthermore, we continue to evaluate the potential impact of COVID-19 on the fair value of our goodwill and indefinite-lived intangible assets.

“Financial Statements and Supplementary Data” [removed: of] [added: in] this Annual Report on Form 10-K.

“Risk Factors” [removed: of] [added: in] this Annual Report on Form 10-K.

[removed: The U.S. retail market segments in total comprised 87 percent of net sales in 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 primarily sold to food retailers, club stores, discount and dollar stores, online retailers, pet specialty stores, [removed: natural foods stores and distributors,] drug stores, military commissaries, [removed: and] mass [removed: merchandisers.][added: merchandisers, and natural foods stores and distributors.]

[removed: We] [added: As such, we evolved our *Basic Beliefs* to *Be Bold, Be Kind, Do the Right Thing, Play to Win,* and *Thrive Together,* which are clear, concise, and actionable*.* In addition, we] have been led by five generations of family leadership, having had only six chief executive officers in 125 years.

We will continue to drive balanced, long-term growth by advancing on the following [removed: executional priorities:][added: strategic pillars:]

- [removed: Streamline our Cost Infrastructure | Focus on] [added: Improving] profitability and cost discipline;

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

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

Due to the unknown and potentially prolonged impact of [removed: COVID-19, as well as] the [added: inflationary environment,] challenged supply [removed: network] [added: 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 [added: of the macroeconomic environment] on our long-term growth objectives.

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

These changes were primarily driven by increased at-home consumption for the U.S. Retail Coffee and U.S. Retail Consumer Foods [removed: segments and the Ainsworth acquisition in 2019,] [added: segments,] partially offset by the reduction in net sales from the divestitures of the private label dry pet food and natural beverage and grains businesses in 2022, *Crisco* and *Natural Balance* businesses in 2021, and the U.S. baking business in 2019.

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

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, [removed: California,] [added: California] and Havre de Grace, Maryland, and approximately 150 employees who supported the natural beverage and grains businesses.

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

[removed: Net] [added: Final net] proceeds from the divestiture were [removed: $97.1, which were] [added: $98.7,] inclusive of a [removed: preliminary] working capital adjustment and cash transaction [removed: costs, and will be finalized during the first quarter of 2023.][added: costs.]

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

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

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

Under our ownership, [removed: the business] [added: these brands] generated net sales of [removed: $156.7] [added: $1.5 billion] in [added: 2023, and $1.4 billion in both 2022 and] 2021, [added: primarily] included in the U.S. Retail Pet Foods segment.

[removed: During 2022,] [added: In addition,] we [removed: experienced increased] [added: continued to experience] disruption in our supply chain network, including [added: labor shortages and] the supply of certain ingredients, packaging, and other sourced materials, which has resulted in [removed: higher than expected inflation, including escalating] [added: the continued elevation of] transportation [removed: and other supply chain costs.]

It is possible that more significant disruptions could occur if the COVID-19 pandemic [removed: continues] [added: and certain geopolitical events continue] to impact markets around the world, including the impact of e-commerce pressures on freight charges and potential shipping delays due to supply and demand imbalances, 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.

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

We will continue to evaluate the nature and extent to which [removed: COVID-19] [added: supply chain disruptions and inflation] will impact our [removed: business,] [added: business;] supply chain, including labor availability and [removed: attrition, consolidated] [added: attrition;] results of [removed: operations,] [added: operations;] financial [removed: condition,] [added: 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: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

For the comparisons of the years ended April 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] see the Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our [removed: 2021] [added: 2022] Annual Report on Form 10-K.

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | % Increase (Decrease) | | |

| Net sales | | | $ | [removed: 7,998.9] [added: 8,529.2] | | | | | $ | [removed: 8,002.7] [added: 7,998.9] | | | | | [removed: —] [added: 7] | | % |

| Gross profit | | | $ | [removed: 2,700.7] [added: 2,801.8] | | | | | $ | [removed: 3,138.7] [added: 2,700.7] | | | | | [removed: (14)] [added: 4] | | |

| *% of net sales* | | | [removed: 33.8] [added: 32.8] | | % | | | | [removed: 39.2] [added: 33.8] | | % | | | | | | |

| Operating income | | | $ | [removed: 1,023.8] [added: 157.5] | | | | | $ | [removed: 1,386.8] [added: 1,023.8] | | | | | [removed: (26)] [added: (85)] | | |

| *% of net sales* | | | [removed: 12.8] [added: 1.8] | | % | | | | [removed: 17.3] [added: 12.8] | | % | | | | | | |

| Net [removed: income:] [added: income (loss):] | | | | | | | | | | | | | | | | | |

| Net income [added: (loss)] | | | $ | [removed: 631.7] [added: (91.3)] | | | | | $ | [removed: 876.3 | | | | | (28) |] [added: 631.7] | |

| Net income [added: (loss)] per common share – assuming dilution | | | $ | [removed: 5.83] [added: (0.86)] | | | | | $ | [removed: 7.79] [added: 5.83] | | | | | [removed: (25)] [added: (115)] | | |

| Adjusted gross profit (A) | | | $ | [removed: 2,744.6] [added: 2,829.6] | | | | | $ | [removed: 3,048.5] [added: 2,744.6] | | | | | [removed: (10)] [added: 3] | | |

| *% of net sales* | | | [removed: 34.3] [added: 33.2] | | % | | | | [removed: 38.1] [added: 34.3] | | % | | | | | | |

| Adjusted operating income (A) | | | $ | [removed: 1,440.1] [added: 1,415.4] | | | | | $ | [removed: 1,528.8] [added: 1,440.1] | | | | | [removed: (6)] [added: (2)] | | |

| *% of net sales* | | | [removed: 18.0] [added: 16.6] | | % | | | | [removed: 19.1] [added: 18.0] | | % | | | | | | |

At The J. M. Smucker Company, it is our privilege to make food people and pets love by offering a diverse portfolio of brands available across North America.

We are proud to lead in the coffee, consumer foods, dog snacks, and cat food categories by offering brands consumers trust for themselves and their families each day including *Folgers*, *Dunkin’*, *Café Bustelo*, *Jif*, *Smucker’s Uncrustables*, *Smucker’s*, *Milk-Bone,* and *Meow Mix*.

Through our unwavering commitment to producing quality products, operating responsibly and ethically, and delivering on our purpose, we will continue to grow our business and the positive impact we have on society.

The U.S. retail market segments in total comprised 87 percent of net sales in 2023, and represent a major portion of our strategic

Our *Basic Beliefs* are the foundation for everything we do as an organization.

They serve as guideposts for decision-making and how we interact with our colleagues and partners.

As we have grown, we have remained unwavering in our commitment to these values but also recognize how we are called to act upon them must evolve as the world around us does.

In this spirit, with 2023 marking our 125th year in business, we introduced an evolution of our *Basic Beliefs*, building from the original *Basic Beliefs*, to ensure they are as actionable as possible in order to help our employees continue to bring our unique culture to life.

- Winning with superior execution;

- Transforming our portfolio;

- Doing our part: Corporate Responsibility, Sustainability, and ID&E; and

- Nurturing and evolving our culture.

Our

On April 28, 2023, we sold certain pet food brands to Post.

The transaction included the *Rachael Ray Nutrish, 9Lives, Kibbles ’n Bits, Nature’s Recipe*, and *Gravy Train* brands, as well as our private label pet food business, inclusive of certain trademarks and licensing agreements, manufacturing and distribution facilities in Bloomsburg, Pennsylvania, manufacturing facilities in Meadville, Pennsylvania and Lawrence, Kansas, and approximately 1,100 employees who supported these pet food brands.

Net proceeds from the divestiture were $1.2 billion, consisting of $684.7 in cash, net of a preliminary working capital adjustment and cash transaction costs, and approximately 5.4 million shares of Post common stock, valued at $491.6 at the close of the transaction.

Upon completion of this transaction, we recognized a pre-tax loss of $1.0 billion.

The net proceeds and pre-tax loss will be finalized during the first quarter of 2024, upon finalization of the working capital adjustment and cash transaction costs.

We recognized a pre-tax gain of $28.3 related to the natural beverage and grains businesses, of which $26.7 was recognized during 2022, and the remaining $1.6 was recognized upon finalization of the working capital adjustment during 2023.

Trends Affecting our Business

During 2023, we experienced significant input cost inflation and a dynamic macroeconomic environment, which we anticipate will persist into 2024.

In addition, the higher costs required us to implement material price increases across our business in 2023, and we anticipate the price elasticity of demand will remain elevated into 2024 as consumers continue to respond to broader inflationary pressures.

In response to the inflationary pressures, we have introduced a company-wide transformation initiative to focus on deliberately translating our continuous improvement mindset into sustainable productivity initiatives to grow our profit margins and reinvest in the Company to enable future growth and cost savings.

and other supply chain costs during 2023.

Although we do not have any operations in Russia or Ukraine, we continue to monitor the environment for any significant escalation or expansion of economic or supply chain disruptions, including broader inflationary costs, as well as regional or global economic recessions.

During 2023, the conflict between Russia and Ukraine primarily impacted the price of grains, oils, and fat-based products, which may continue to have an adverse impact on our results of operations into 2024.

Overall, broad-based supply chain disruptions and rising levels of inflation, including the impact of the conflict between Russia and Ukraine, remain uncertain and ultimately depend on the length and severity of the conflict and the pandemic.

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

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

| Pet food brands divestiture | | | — | | | | | | (12.2) | | | | | | 12.2 | | | | | | — | | |

Net sales excluding divestitures and foreign currency exchange increased $737.8, or 9 percent.

| | | | 2023 | | | | | | 2022 | | |

| Loss (gain) on divestitures – net | | | 11.9 | | | | | | (0.1) | | |

Net interest expense decreased $8.9, or 6 percent, in 2023, primarily due to a net favorable impact of the repayment of Senior Notes and the issuance of debt in the prior year.

For additional information, refer to Note 7: Debt and Financing Arrangements.

Special Project Costs

We completed the closure of the Ripon facility during 2023, as planned, and the remaining restructuring activities were completed as of April 30, 2023.

increased and may continue to increase due to such disruptions.

Under our ownership, the divested *Rachael Ray Nutrish, 9Lives, Kibbles ’n Bits, Nature’s Recipe*, and *Gravy Train* brands generated net sales of $1.5 billion and $1.4 billion in 2023 and 2022, respectively, primarily included in the U.S. Retail Pet Foods segment.

| | | | 2023 | | | | | | 2022 | | | | | | % Increase (Decrease) | | |

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

At the J. M. Smucker Company, it is our privilege to be at the heart of this dynamic with a diverse portfolio that appeals to each generation of people and pets and is found in nearly 90 percent of U.S. homes and countless restaurants, including iconic brands consumers have always loved such as *Folgers*, *Jif*, and *Milk-Bone* and new favorites like *Café Bustelo*, *Smucker’s* *Uncrustables*, and *Rachael Ray* *Nutrish*.

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.

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

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

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

- 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.

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

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

Final net proceeds from the divestiture 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 was included in other operating expense (income) – net within the Statement of Consolidated Income.

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

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

Under our ownership, the business generated net sales of $198.9 in 2021, primarily included in the U.S. Retail Consumer Foods segment.

Final net proceeds from the divestiture 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 was included in other operating expense (income) – net within the Statement of Consolidated Income.

COVID-19

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

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

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.

We have crisis management teams at all our facilities, which continue to monitor their respective locations and implement additional risk mitigation actions, as necessary.

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

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.

During 2022, customer order levels remain elevated, primarily across our U.S. Retail Consumer Foods and U.S. Retail Coffee segments, in response to the increased consumer demand for our products related to the elevated at-home consumption.

Further, as states have reopened their economies during 2022, our net sales for the away from home channels have continued to improve compared to the initial months of the pandemic.

This trend could moderate during 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 vaccination rates and 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; vaccination rates and effectiveness; the impact of vaccination requirements; and the macroeconomic environment.

| *Crisco* divestiture | | | — | | | | | | (198.9) | | | | | | 198.9 | | | | | | 2 | | |

| *Natural Balance* divestiture | | | — | | | | | | (156.7) | | | | | | 156.7 | | | | | | 2 | | |

Interest Rate Risk: The fair value of our cash and cash equivalents at April 30, [removed: 2022,] [added: 2023,] approximates carrying value.

Our interest rate exposure primarily includes U.S. Treasury rates, [removed: LIBOR,] [added: SOFR,] and commercial paper rates in the U.S.

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

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

[removed: They] [added: The contracts] were designated as cash flow hedges and were used to manage our exposure to interest rate volatility associated with the anticipated debt financing.

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

100 basis-point decrease in interest rates at April 30, [removed: 2022,] [added: 2023,] would increase the fair value of our long-term debt by [removed: $349.5.][added: $307.7.]

| High | | | $ | [removed: 72.3] [added: 53.9] | | | | | $ | [removed: 47.5] [added: 72.3] | |

| Low | | | [removed: 14.8] [added: 21.6] | | | | | | [removed: 11.7] [added: 14.8] | | |

| Average | | | [removed: 37.1] [added: 39.7] | | | | | | [removed: 29.0] [added: 37.1] | | |

Thus, we would expect that [added: over time] any gain or loss in the estimated fair value of [removed: these] [added: its] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

For more information on our derivative financial instruments and terminated contracts, see Note 9: Derivative Financial Instruments.

| | | | 2023 | | | | | | 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.

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

We operate principally in one industry, the manufacturing and marketing of branded food and beverage products on a worldwide basis, although the majority of our sales are in the [removed: U.S. Our operations outside the U.S. are principally in Canada, although products are exported to other countries as well.][added: United States (the “U.S.”).]

Net sales outside the U.S., subject to foreign currency translation, represented 5 percent of consolidated net sales for [removed: 2022.][added: 2023.]

The U.S. retail market segments in total comprised 87 percent of [removed: 2022] [added: 2023] 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.

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, [removed: California,] [added: California] and Havre de Grace, Maryland, and approximately 150 employees who supported the natural beverage and grains businesses.

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

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

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.

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.

Principal Products: [removed: Our] [added: In 2023, our] principal products [removed: as of April 30, 2022, are] [added: were] coffee, cat food, pet snacks, dog food, [removed: peanut butter,] frozen handheld products, [added: peanut butter,] fruit spreads, portion control products, [removed: juices and beverages,] as well as baking mixes and ingredients.

Product sales information for the years [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] is included within Note 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, online retailers, pet specialty stores, [removed: natural foods stores and distributors,] drug stores, military commissaries, [removed: and] mass [removed: merchandisers.][added: merchandisers, and natural foods stores and distributors.]

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

[added: The availability, quality, and costs of many of these] commodities have fluctuated, and may continue to fluctuate over time, partially driven by the [removed: novel coronavirus (“COVID-19”) pandemic.][added: elevated commodity and supply chain costs we experienced in 2023.]

Green coffee, along with certain other raw materials, is sourced solely from foreign [removed: countries] [added: countries,] and its supply and price is subject to high volatility due to factors such as weather, global supply and demand, [added: product scarcity,] plant disease, investor speculation, [added: armed hostilities (including the ongoing conflict between Russia] and [added: Ukraine), changes in governmental agricultural and energy policies and regulation, and] political and economic conditions in the source countries.

For additional information on the commodities we purchase, see “Commodities Overview” within Management’s Discussion and Analysis of Financial Condition and Results of Operations [removed: of] [added: in] 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 [added: for our *Folgers*® coffee products, as well as our *Jif*® peanut butter,] and [added: certain] finished goods, such as K-Cup® pods, our *Pup-Peroni®* dog snacks, and liquid coffee, from single sources of supply pursuant to long-term contracts.

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

Our major trademarks as of April 30, [removed: 2022,] [added: 2023,] are listed below.

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

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

*Dunkin’* is a trademark of DD IP Holder LLC [added: used under three licenses (the “Dunkin’ Licenses”)] for packaged coffee products, including K-Cup® pods, sold in retail [removed: channels] [added: channels,] such as grocery stores, mass merchandisers, club stores, e-commerce, and drug [removed: stores.][added: stores, as well as in certain away from home channels.]

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

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

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

Slogans or designs considered to be important trademarks include, without limitation, “*With A Name Like Smucker’s, It Has To Be Good*®*,*” “*The Best Part of Wakin’ Up Is Folgers In Your Cup*®*,*” “*Choosy Moms Choose Jif*®*,*” “*That 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 *Café Bustelo* Angelina design, and the [removed: *Milk-Bone*, *Meow Mix*,] [added: *Milk-Bone*] and [removed: *9Lives*] [added: *Meow Mix*] logos.

We own many patents worldwide in addition to [added: utilizing] 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 34 percent of net sales in [removed: 2022] [added: both 2023] and [added: 2022, and] 32 percent of net sales in [removed: both 2021 and 2020.][added: 2021.]

During [removed: 2022,] [added: 2023,] 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, and fruit spreads categories in the U.S. In Canada, we are the branded market leader in the [removed: pickles,] flour, [added: pickles,] fruit spreads, canned milk, and ice cream toppings categories.

Our business is highly competitive as all of our brands compete [removed: for retail shelf space] with other branded products as well as private label products.

Positive factors pertaining to our competitive position include well-recognized brands, high-quality products, consumer trust, experienced brand and category management, [removed: a single national grocery broker in the U.S.,] varied product offerings, product innovation, [removed: good] [added: responsive] customer service, and an integrated distribution network.

The packaged foods industry has been challenged by a general [added: long-term] decline in sales volume in the center of the store.

However, there has been [removed: a recent] [added: an] increase in sales primarily driven by changes in consumer behaviors, including employees working at home more frequently as a result of the [added: novel coronavirus (“COVID-19”)] pandemic.

In addition, private label continues to be a competitor in [removed: many of] the categories in which we compete, partially due to improvements in private label [removed: quality and] [added: quality,] the increased emphasis of store brands by retailers in an effort to cultivate customer [removed: loyalty.][added: loyalty, and a movement toward lower-priced offerings during economic downturns or instances of increased inflationary pressures.]

In our total U.S. retail categories, private label held a [removed: 11.5] [added: 12.1] dollar average market share during the 52 weeks ended April [removed: 17, 2022,] [added: 23, 2023,] as compared to a [removed: 12.2] [added: 11.5] dollar average market share during the same period in the prior year.

Our primary brands and major competitors as of April 30, [removed: 2022,] [added: 2023,] are listed below.

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

| | | | | | | [removed: *Pedigree, Iams,*] [added: *Iams*] and *Sheba* | | | Mars, Incorporated | | |

| Pet snacks | | | *Milk-Bone* [removed: (A)] [added: (A), *Pup-Peroni,*] and [removed: *Pup-Peroni*] [added: *Canine Carry Outs*] | | | *Beggin’ Strips* | | | Nestlé Purina PetCare Company | | |

| | | | | | | [added: *Blue Buffalo* and] *Nudges* | | | General Mills, Inc. | | |

Operations outside the U.S. are principally in Canada, although our products are exported to other countries as well.

On April 28, 2023, we sold certain pet food brands to Post Holdings, Inc. (“Post”).

The transaction included the *Rachael Ray®* *Nutrish®, 9Lives®, Kibbles ’n Bits®, Nature’s Recipe®*, and *Gravy Train®* brands, as well as our private label pet food business, inclusive of certain trademarks and licensing agreements, manufacturing and distribution facilities in Bloomsburg, Pennsylvania, manufacturing facilities in Meadville, Pennsylvania and Lawrence, Kansas, and approximately 1,100 employees who supported these pet food brands.

Under our ownership, these brands generated net sales of $1.5 billion in 2023, and $1.4 billion in both 2022 and 2021, primarily included in the U.S. Retail Pet Foods segment.

We actively monitor changes in commodity and supply chain costs, and to mitigate the fluctuation of costs, we may be required to implement material price increases or decreases across our business.

| Single serve coffee - K-Cup® | | | *Dunkin’, Folgers,* and *Café Bustelo* | | | Private label brands | | | Various | | |

| | | | | | | *Peet’s Coffee & Tea* | | | JDE Peet’s N.V. | | |

| | | | | | | *Community Coffee* | | | Community Coffee Company | | |

| | | | | | | *Classic Delight* | | | Classic Delight Inc. | | |

Governmental regulation encompasses such matters as ingredients (including whether a product contains bioengineered ingredients), packaging, labeling, pricing, advertising, relations with distributors and retailers, health, safety, data privacy and security, and anti-corruption, as well as an increased focus regarding environmental policies relating to climate change, regulating greenhouse gas emissions, energy policies, and sustainability, including single-use plastics.

With 2023 marking our 125th year in business, we updated and strengthened the language of our *Basic Beliefs* to be as clear, concise, and actionable as possible.

While we are incredibly proud of our past, we believe strongly in the concept of working to be better tomorrow than we are today, which is why we evolved our *Basic Beliefs* during 2023, to *Be Bold, Be Kind, Do the Right Thing, Play to Win,* and *Thrive Together.* Our employees are among our most important resources and are critical to our success as a company.

These surveys are supplemented by regular Company Town Halls, which help to foster an environment of transparency and two-way communication.

The Portal also can be utilized by customers, contractors, vendors, and their employees, as well as any others in a business relationship with our Company.

To further support our commitment to ethics and our basic belief, *Do the Right Thing*, our employees were also asked to participate in an Ethics and Compliance Survey in 2023, to help us understand our strengths and identify opportunities for future ethics and compliance programs and training.

We conduct this assessment on a biennial basis.

Our health and safety internal assessments conducted at each of our production facilities quarterly, as well as periodic external assessments, confirm our compliance with safety regulations and corporate policies.

The teams document the results and determine corrective actions to ensure we hold ourselves accountable for providing a safe work environment.

In 2022, we supported the Akron Children’s Hospital’s (“ACH”) Lois and John Orr Family Behavioral Health Center and its scholarship program, which will help fund scholarships to help four nurses at ACH get the training they need to become psychiatric-mental health nurses.

The scholarship program will support ACH’s ability to provide behavioral health care to meet the growing need for this specialized treatment.

Enhance Workplace Diversity

- Aspire to double the representation of People of Color within our U.S. salaried employee community by 2027

- Aspire to increase women at all senior levels within our U.S. salaried employee community to 45 percent by 2027

- Complete foundational work across other key demographics to establish baselines to inform future quantitative growth aspirations

Increase Equity Through Expanded Opportunities

- Evaluate and evolve practices, including lateral assignments and promotions, to support equitable opportunities

Foster an Inclusive Workplace

- Establish measurable expectations for participation in select employee resource group (“ERG”) sponsored events and education

- Develop integrated strategy, aspirations, and prioritized initiatives across our ERGs

We have successfully introduced ERGs, which are all voluntary, employee-led groups that represent a unique community.

The purpose of these groups is to create inclusion where all can see themselves and feel a part of our Company.

To further these efforts, in 2023, we established human resource positions focused on improving our diversity and inclusion, specifically within talent acquisition and recruiting.

Our Company Leadership Team, beginning in 2022 with all Officers, and further expanding to Senior Directors

In addition, to further support our ERGs and charitable giving efforts, we have committed over $250,000 as an ongoing annual charitable donation to support organizations that align and are supported by our ERGs.

Fostering an environment for growth and continuous learning for our employees is an important priority of our Company.

However, our commitment to education also includes our communities as evidenced by our partnerships with organizations passionate about improving access to quality education.

We have partnered with The University of Akron Zip Assist Program, which offers emergency aid to students, and have acted as a founding sponsor of Opening Track, a unique music education program from Boys and Girls Club of Northeast Ohio.

We also donated $100,000 to the Cleveland Museum of Natural History capital campaign.

Finally, our *Café Bustelo* brand continues to sponsor the El Café del Futuro Scholarship, a program that invests in the Latino community by awarding scholarships to college students at HACU-member institutions seeking a better future for themselves, their families, and their communities.

To date, $550,000 in college funds have been awarded to 110 Latino students nationwide.

The availability, quality, and costs of many of these

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

The terms of the license include the payment of royalties to The Rachael Ray Foundation.

*Rachael Ray* is a trademark of Ray Marks II LLC.

In addition, we and our subsidiaries license the use of several other trademarks, none of which are individually material to our business.

| Premium pet food | | | *Rachael Ray Nutrish* and *Nature’s Recipe* | | | *Blue Buffalo* (A) | | | General Mills, Inc. | | |

| | | | | | | *Nutro* | | | Mars, Incorporated | | |

| | | | | | | *Hill’s* | | | Hill’s Pet Nutrition, Inc. | | |

| | | | | | | *Pro Plan, ONE,* and *Merrick* | | | Nestlé Purina PetCare Company | | |

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

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

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.

Development Center at our corporate headquarters in Orrville, Ohio.

- Workforce | Promoting a diverse workforce;

- Workplace | Maintaining an inclusive environment for all employees; and

- Marketplace | Sharing our efforts with external constituents to support greater cultural awareness and sensitivity in society.

For additional information, see Information about Executive Officers.

| Richard K. Smucker | | | | | | 74 | | | | | | 49 | | | | | | Executive Chairman (A) | | | | | | 1974 | | |

| Geoff E. Tanner | | | | | | 48 | | | | | | 19 | | | | | | Chief Commercial and Marketing Officer (H) | | | | | | 2019 | | |

(B)Mr. Mark Smucker was elected to his present position in May 2016, previously serving as President and President, Consumer and Natural Foods since April 2015.

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

For the fiscal year ended April 30, [removed: 2022][added: 2023]

The aggregate market value of the common shares held by nonaffiliates of the registrant at October 31, [removed: 2021,] [added: 2022,] was [removed: $12,691,431,980.][added: $15,331,349,774.]

As of June [removed: 9, 2022, 106,457,951] [added: 8, 2023, 102,046,613] 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: 17, 2022,] [added: 16, 2023,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

| Item 1. | | | Business | | | [removed: [2](#ide562e323f1b4c979614bba1946bab0a_13)] [added: [2](#ice27a275815e45f4a9f65d1654af2193_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [9](#ide562e323f1b4c979614bba1946bab0a_16)] [added: [10](#ice27a275815e45f4a9f65d1654af2193_16)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [22](#ide562e323f1b4c979614bba1946bab0a_19)] [added: [23](#ice27a275815e45f4a9f65d1654af2193_19)] | | |

| Item 2. | | | Properties | | | [removed: [23](#ide562e323f1b4c979614bba1946bab0a_22)] [added: [24](#ice27a275815e45f4a9f65d1654af2193_22)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [23](#ide562e323f1b4c979614bba1946bab0a_25)] [added: [24](#ice27a275815e45f4a9f65d1654af2193_25)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [23](#ide562e323f1b4c979614bba1946bab0a_28)] [added: [24](#ice27a275815e45f4a9f65d1654af2193_28)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [24](#ide562e323f1b4c979614bba1946bab0a_34)] [added: [25](#ice27a275815e45f4a9f65d1654af2193_34)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [25](#ide562e323f1b4c979614bba1946bab0a_43)] [added: [26](#ice27a275815e45f4a9f65d1654af2193_43)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [25](#ide562e323f1b4c979614bba1946bab0a_43)] [added: [26](#ice27a275815e45f4a9f65d1654af2193_43)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [41](#ide562e323f1b4c979614bba1946bab0a_67)] [added: [40](#ice27a275815e45f4a9f65d1654af2193_67)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [43](#ide562e323f1b4c979614bba1946bab0a_73)] [added: [42](#ice27a275815e45f4a9f65d1654af2193_73)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures | | | [removed: [85](#ide562e323f1b4c979614bba1946bab0a_160)] [added: [84](#ice27a275815e45f4a9f65d1654af2193_160)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [85](#ide562e323f1b4c979614bba1946bab0a_163)] [added: [84](#ice27a275815e45f4a9f65d1654af2193_163)] | | |

| Item 9B. | | | Other Information | | | [removed: [85](#ide562e323f1b4c979614bba1946bab0a_166)] [added: [84](#ice27a275815e45f4a9f65d1654af2193_166)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [86](#ide562e323f1b4c979614bba1946bab0a_172)] [added: [85](#ice27a275815e45f4a9f65d1654af2193_172)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [86](#ide562e323f1b4c979614bba1946bab0a_175)] [added: [85](#ice27a275815e45f4a9f65d1654af2193_175)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [86](#ide562e323f1b4c979614bba1946bab0a_178)] [added: [85](#ice27a275815e45f4a9f65d1654af2193_178)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [86](#ide562e323f1b4c979614bba1946bab0a_181)] [added: [85](#ice27a275815e45f4a9f65d1654af2193_181)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [86](#ide562e323f1b4c979614bba1946bab0a_184)] [added: [85](#ice27a275815e45f4a9f65d1654af2193_184)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [87](#ide562e323f1b4c979614bba1946bab0a_190)] [added: [86](#ice27a275815e45f4a9f65d1654af2193_190)] | | |

| | | | Signatures | | | [removed: [90](#ide562e323f1b4c979614bba1946bab0a_196)] [added: [89](#ice27a275815e45f4a9f65d1654af2193_196)] | | |

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

The table below lists all of our manufacturing and processing facilities at April 30, [removed: 2022.][added: 2023.]

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

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

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

Our corporate headquarters is located in Orrville, [removed: Ohio,] [added: Ohio] and our Canadian headquarters is located in Markham, Ontario.

| [removed: Bloomsburg, Pennsylvania] [added: Decatur, Alabama (A)] | | | | | | [removed: Wet dog and cat food and dry] [added: Dry] dog and cat food | | | | | | U.S. Retail Pet Foods | | |

| [removed: Decatur, Alabama] [added: Topeka, Kansas (A)] | | | | | | Dry dog and cat food [added: and dog and cat snacks] | | | | | | U.S. Retail Pet Foods | | |

| McCalla, Alabama [removed: (A)] [added: (B)] | | | | | | Frozen sandwiches | | | | | | U.S. Retail Consumer Foods | | |

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

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

[removed: (A)Our] [added: (B)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.

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

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

(A)Our Decatur and Topeka facilities will continue to produce dry dog food under a contract manufacturing agreement as part of the divestiture of certain pet food brands.

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

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

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

| Suffolk, Virginia (D) | | | | | | Liquid coffee | | | | | | Other (E) | | |

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

(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.

There were [removed: 382,938] [added: 410,418] shareholders of record as of June [removed: 9, 2022,] [added: 8, 2023,] of which [removed: 32,914] [added: 31,568] 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: 2022,] [added: 2023,] 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:

| February 1, [removed: 2022] [added: 2023] - February 28, [removed: 2022] [added: 2023] | | | | | | [removed: 1,291] [added: —] | | | | | | $ | [removed: 135.32] [added: —] | | | | | — | | | | | | [removed: 7,811,472] [added: 5,811,472] | | |

(c) During the fourth quarter of [removed: 2022,] [added: 2023,] we repurchased [removed: 2.0] [added: approximately 2.4] million common shares under our repurchase program, as discussed in Note 16: Common Shares in Part II, Item 8 in this Annual Report on Form 10-K.

(d) As of April 30, [removed: 2022,] [added: 2023,] there were approximately [removed: 5.8] [added: 3.5] 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: 2022,] [added: 2023,] 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: 2017.][added: 2018.]

[removed: ][added: ]

| | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

Copyright© [removed: 2022] [added: 2023] Standard & Poor’s, a division of S&P Global.

| March 1, 2023 - March 31, 2023 | | | | | | 2,350,000 | | | | | | 152.34 | | | | | | 2,350,000 | | | | | | 3,461,472 | | |

| April 1, 2023 - April 30, 2023 | | | | | | 10,177 | | | | | | 152.60 | | | | | | — | | | | | | 3,461,472 | | |

| Total | | | | | | 2,360,177 | | | | | | $ | 152.34 | | | | | 2,350,000 | | | | | | 3,461,472 | | |

| The J. M. Smucker Company | | | $ | 100.00 | | | | | $ | 110.79 | | | | | $ | 107.08 | | | | | $ | 125.91 | | | | | $ | 135.52 | | | | | $ | 157.21 | |

| S&P Packaged Foods & Meats | | | 100.00 | | | | | | 110.49 | | | | | | 116.11 | | | | | | 136.53 | | | | | | 153.65 | | | | | | 171.17 | | |

| S&P 500 | | | 100.00 | | | | | | 113.49 | | | | | | 114.47 | | | | | | 167.11 | | | | | | 167.47 | | | | | | 171.93 | | |

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

| April 1, 2022 - April 30, 2022 | | | | | | 408 | | | | | | 137.33 | | | | | | — | | | | | | 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 | | |

| Report of Management on Internal Control Over Financial Reporting | | | [removed: [44](#ide562e323f1b4c979614bba1946bab0a_76)] [added: [43](#ice27a275815e45f4a9f65d1654af2193_76)] | | |

| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | | [removed: [45](#ide562e323f1b4c979614bba1946bab0a_79)] [added: [44](#ice27a275815e45f4a9f65d1654af2193_79)] | | |

| Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements (PCAOB ID: 42) | | | [removed: [46](#ide562e323f1b4c979614bba1946bab0a_82)] [added: [45](#ice27a275815e45f4a9f65d1654af2193_82)] | | |

| Report of Management on Responsibility for Financial Reporting | | | [removed: [49](#ide562e323f1b4c979614bba1946bab0a_85)] [added: [48](#ice27a275815e45f4a9f65d1654af2193_85)] | | |

| Consolidated Balance Sheets at April 30, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: [51](#ide562e323f1b4c979614bba1946bab0a_94)] [added: [50](#ice27a275815e45f4a9f65d1654af2193_94)] | | |

| For the years ended April 30, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020:] [added: 2021:] | | | | | |

| Statements of Consolidated Income | | | [removed: [50](#ide562e323f1b4c979614bba1946bab0a_88)] [added: [49](#ice27a275815e45f4a9f65d1654af2193_88)] | | |

| Statements of Consolidated Comprehensive Income | | | [removed: [50](#ide562e323f1b4c979614bba1946bab0a_91)] [added: [49](#ice27a275815e45f4a9f65d1654af2193_91)] | | |

| Statements of Consolidated Cash Flows | | | [removed: [52](#ide562e323f1b4c979614bba1946bab0a_97)] [added: [51](#ice27a275815e45f4a9f65d1654af2193_97)] | | |

| Statements of Consolidated Shareholders’ Equity | | | [removed: [53](#ide562e323f1b4c979614bba1946bab0a_100)] [added: [52](#ice27a275815e45f4a9f65d1654af2193_100)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [54](#ide562e323f1b4c979614bba1946bab0a_103)] [added: [53](#ice27a275815e45f4a9f65d1654af2193_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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

Ernst & Young LLP, an independent registered public accounting firm, audited the effectiveness of our internal control over financial reporting as of April 30, [removed: 2022,] [added: 2023,] and their report thereon is included on page 45 of this report.

| | | | [removed: *President and*] [added: *Chair of Board, President,* and *Chief Executive Officer*] | | | | | | *Chief Financial Officer* | | | | | |

We have audited The J. M. Smucker Company’s internal control over financial reporting as of April 30, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] consolidated financial statements of the Company and our report dated June [removed: 16, 2022] [added: 20, 2023] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended April 30, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 16, 2022] [added: 20, 2023] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | At April 30, [removed: 2022,] [added: 2023,] the Company’s total goodwill was [removed: $6.0] [added: $5.2] billion, of that, [removed: $2.4] [added: $1.6] 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 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. | | |

| | | | Auditing the Company’s [added: annual] U.S. Retail Pet Foods goodwill impairment evaluation was complex and highly judgmental due to the significant estimation required in determining the fair value of the reporting unit. In particular, the fair value estimate using the income approach was sensitive to significant assumptions such as the weighted average cost of capital, discrete revenue growth rates, terminal period revenue growth rate, and profitability assumptions. 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 Company’s U.S. Retail Pet Foods goodwill impairment review process, including controls over the significant assumptions mentioned above. | | |

| | | | Auditing the Company’s [removed: interim indefinite-lived intangible asset impairment evaluation] [added: allocation] of [added: goodwill to] the [removed: *Rachael Ray Nutrish* brand] [added: pet food brands disposal group] was complex [removed: and highly judgmental] due to the significant estimation required [removed: in determining] [added: to determine] the [added: relative] fair [removed: value] [added: values] of the [removed: indefinite-lived intangible asset. In particular,] [added: U.S. Retail Pet Foods segment and] the [added: pet food brands disposal group referred to above. These] fair value [removed: estimate was] [added: estimates were] sensitive to significant assumptions such as the [removed: required rate] [added: weighted-average cost] of [removed: return,] [added: capital, discrete] revenue growth rates, terminal period revenue growth [removed: rates,] [added: rate,] and [removed: royalty rates.] [added: profitability assumptions.] Elements of these significant assumptions are forward-looking and could be affected by future economic conditions and/or changes in consumer preferences. | | |

| | | | To test the estimated fair value [removed: used in] [added: of] the [removed: Company’s *Rachael Ray Nutrish* brand interim indefinite-lived intangible assets impairment analysis,] [added: goodwill allocated to the divested pet food brands,] 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 [removed: rates,] [added: rates and profitability assumptions,] we compared the significant assumptions used by management to current industry and economic [removed: trends, and changes to the Company’s business model, customer base or product mix, as applicable.] [added: trends.] We assessed the historical accuracy of management’s [removed: estimates.] [added: estimates and performed sensitivity analyses of significant assumptions to evaluate any hypothetical change in the fair value of the U.S. Retail Pet Foods segment and pet food brands disposal group that would result from changes in significant assumptions.] In addition, we involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions, [removed: including the required rate of return and royalty rate. As it pertains to] [added: including,] the [removed: required rate] [added: weighted average cost] of [removed: return,] [added: capital. Specifically,] we evaluated the components of the weighted average cost of capital [removed: assumption] [added: assumptions] used by the Company by performing an independent corroborative calculation with the involvement of our valuation specialists. We also [removed: evaluated the premium applied to] [added: tested] the [removed: weighted average cost of capital] [added: allocation] of [added: goodwill by recalculating] the [removed: *Rachael Ray Nutrish* brand indefinite-lived intangible asset] [added: amounts] based on the [removed: asset’s characteristics. As it pertains to] [added: estimated fair values of] the [removed: royalty rate used in] [added: U.S. Retail Pet Foods segment and] the [removed: impairment analysis,] [added: pet food brands disposal group. Furthermore,] we [removed: performed an independent corroborative profit split calculation to evaluate the royalty rate selected by the Company. We also] [added: have] evaluated [removed: market royalty rates cited by] the [removed: Company as to their relevance] [added: Company’s disclosures in relation] to the [removed: Company’s conclusions.] [added: allocation of goodwill.] | | |

| (Dollars in millions, except per share data) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net sales | | | $ | [removed: 7,998.9] [added: 8,529.2] | | | | | $ | [removed: 8,002.7] [added: 7,998.9] | | | | | $ | [removed: 7,801.0] [added: 8,002.7] | |

| Cost of products sold (A) | | | [removed: 5,298.2] [added: 5,727.4] | | | | | | [removed: 4,864.0] [added: 5,298.2] | | | | | | [removed: 4,799.0] [added: 4,864.0] | | |

| Gross Profit | | | [removed: 2,700.7] [added: 2,801.8] | | | | | | [removed: 3,138.7] [added: 2,700.7] | | | | | | [removed: 3,002.0] [added: 3,138.7] | | |

| Selling, distribution, and administrative expenses | | | [removed: 1,360.3] [added: 1,455.0] | | | | | | [removed: 1,523.1] [added: 1,360.3] | | | | | | [removed: 1,474.3] [added: 1,523.1] | | |

| Amortization | | | [removed: 223.6] [added: 206.9] | | | | | | [removed: 233.0] [added: 223.6] | | | | | | [removed: 236.3] [added: 233.0] | | |

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

| Other special project costs (A) | | | [removed: 8.0] [added: 4.7] | | | | | | [removed: 20.7] [added: 8.0] | | | | | | [removed: 16.5] [added: 20.7] | | |

| Other operating expense (income) – net | | | [removed: (65.4)] [added: (40.8)] | | | | | | [removed: (28.7)] [added: (55.8)] | | | | | | [removed: (0.6)] [added: (3.4)] | | |

| Operating Income | | | [removed: 1,023.8] [added: 157.5] | | | | | | [removed: 1,386.8] [added: 1,023.8] | | | | | | [removed: 1,223.1] [added: 1,386.8] | | |

| Interest expense – net | | | [removed: (160.9)] [added: (152.0)] | | | | | | [removed: (177.1)] [added: (160.9)] | | | | | | [removed: (189.2)] [added: (177.1)] | | |

| Other income (expense) – net | | | [removed: (19.1)] [added: (14.7)] | | | | | | [removed: (37.8)] [added: (19.1)] | | | | | | [removed: (7.2)] [added: (37.8)] | | |

| Income [added: (Loss)] Before Income Taxes | | | [removed: 843.8] [added: (9.2)] | | | | | | [removed: 1,171.9] [added: 843.8] | | | | | | [removed: 1,026.7] [added: 1,171.9] | | |

| Income tax expense | | | [removed: 212.1] [added: 82.1] | | | | | | [removed: 295.6] [added: 212.1] | | | | | | [removed: 247.2] [added: 295.6] | | |

June 20, 2023

*Allocation of Goodwill Related to the Divestiture of Certain Pet Food Brands*

| *Description of the Matter* | | | As discussed in Note 3 and Note 6 to the consolidated financial statements, on April 28, 2023, the Company divested certain pet food brands. In conjunction with the divestiture, management allocated goodwill previously included primarily in the U.S. Retail Pet Foods segment to the pet food brands disposal group using a relative fair value approach. Goodwill of $790.3 million was allocated to the pet food brands disposal group as part of the divestiture. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of management’s controls over the goodwill allocation process. For example, we tested controls over management’s review of the significant assumptions described above along with the completeness and accuracy of the data used in these fair value estimates. | | |

June 20, 2023

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

| | | | *Chair of Board, President,* and *Chief Executive Officer* | | | | | | *Chief Financial Officer* | | | | | |

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

| (Dollars in millions) | | | 2023 | | | | | | 2022 | | |

| Investment in equity securities | | | 487.8 | | | | | | — | | |

| Total Assets | | | $ | 14,991.4 | | | | | $ | 16,055.0 | |

| Net income (loss) | | | | | | | | | | | | | | | | | | | | | (91.3) | | | | | | | | | | | | (91.3) | | |

| Purchase of treasury shares | | | (2,423,196) | | | | | | (0.6) | | | | | | (132.2) | | | | | | (238.3) | | | | | | | | | | | | (371.1) | | |

| Stock plans | | | 363,497 | | | | | | 0.1 | | | | | | 46.1 | | | | | | (0.1) | | | | | | | | | | | | 46.1 | | |

| Balance at April 30, 2023 | | | 104,398,618 | | | | | | $ | 26.1 | | | | | $ | 5,371.8 | | | | | $ | 2,132.1 | | | | | $ | (239.2) | | | | | $ | 7,290.8 | |

In 2023, we recognized a net loss, and as a result, excluded the anti-dilutive effect of stock-based awards from the computation of net income (loss) per common share – assuming dilution.

and penalties, accounting in interim periods, and disclosure.

Further, upon disposal of a business, a relative fair value analysis is utilized to determine the amount of goodwill to be disposed of for each impacted reporting unit, using estimates and assumptions consistent with the annual test.

Investment in Equity Securities: Investments in common stock of entities other than our consolidated subsidiaries in which we own less than 20 percent of an entity’s common stock and do not provide significant influence are accounted for as a financial instrument in accordance with FASB ASC 321, *Investments – Equity Securities.* As required by ASC 321, the ownership interest in the entity is recognized at fair value based on fixed or determinable prices within current assets in the Consolidated Balance Sheets, and any change in fair value is included in other income (expense) *–* net in the Statements of Consolidated Income.

The net proceeds received from the divestiture of certain pet food brands included approximately 5.4 million shares of Post common stock, which represents approximately an 8 percent equity interest in Post.

At April 30, 2023, the fair value of the investment in Post common stock was $487.8, which included an unrealized pre-tax loss of $3.8.

In connection with the divestiture of certain pet food brands and the acquisition of Post common stock, we entered into a registration rights agreement with Post (the “Registration Rights Agreement”) on April 28, 2023.

Under the Registration Rights Agreement, Post must use reasonable best efforts to keep its existing registration statement on Form S-3, or any applicable subsequent shelf registration statement, continuously effective and usable for the resale of the Post common stock that we received in the divestiture, and upon receipt of a request or notice from us, Post must, subject to the terms and conditions of the Registration Rights Agreement, register the sale of the Post common stock under the Securities Act of 1933, as amended.

In May 2023, we entered into an agreement with an unrelated third party giving us the ability to enter into forward derivative transactions to provide flexibility with respect to the potential sale of Post common stock during the first two quarters of 2024.

Subsequent to April 30, 2023, we have not entered into any forward derivative transactions.

We actively monitor changes in commodity and supply chain costs, and to mitigate the rising costs, we may be required to implement material price increases across our business.

Note 2: Special Project Costs

We completed the closure of the Ripon facility during 2023, as planned, and the remaining restructuring activities were completed as of April 30, 2023.

On April 28, 2023, we sold certain pet food brands to Post.

The transaction included the *Rachael Ray Nutrish, 9Lives, Kibbles ’n Bits, Nature’s Recipe*, and *Gravy Train* brands, as well as our private label pet food business, inclusive of certain trademarks and licensing agreements, manufacturing and distribution facilities in Bloomsburg, Pennsylvania, manufacturing facilities in Meadville, Pennsylvania and Lawrence, Kansas, and approximately 1,100 employees who supported these pet food brands.

Under our ownership, these brands generated net sales of $1.5 billion in 2023, and $1.4 billion in both 2022 and 2021, primarily included in the U.S. Retail Pet Foods segment.

Net proceeds from the divestiture were $1.2 billion, consisting of $684.7 in cash, net of a preliminary working capital adjustment and cash transaction costs, and approximately 5.4 million shares of Post common stock, valued at $491.6 at the close of the transaction.

Upon close of the transaction, we recognized a pre-tax loss of $1.0 billion.

The following table summarizes the net assets and liabilities included in the disposal group associated with the divestiture of certain pet food brands.

| | | | April 30, 2023 | | |

| Inventories | | | $ | 210.2 | |

| Goodwill | | | 790.3 | | |

| Other noncurrent assets | | | 1.7 | | |

| Other current liabilities | | | $ | 0.3 | |

Final net proceeds from the divestiture were $98.7, net of a working capital adjustment and cash transaction costs.

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

June 16, 2022

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

| *Description of the Matter* | | | At April 30, 2022, the Company’s total indefinite-lived intangible assets, excluding goodwill, were $2.6 billion, of that, $1.1 billion relates to the U.S. Retail Pet Foods segment. As discussed in Note 1 and Note 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. During the third quarter of 2022, the Company made certain strategic decisions related to its U.S. Retail Pet Foods 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 within the U.S. Retail Pet Foods segment. The Company recognized an impairment charge of $150.4 million related to the *Rachael Ray* *Nutrish* brand indefinite-lived intangible asset as of January 31, 2022. Additionally, the Company reclassified the *Rachael Ray Nutrish* brand as a finite-lived intangible asset as of January 31, 2022. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the *Rachael Ray Nutrish* brand interim indefinite-lived intangible asset impairment, including controls over the significant assumptions mentioned above. | | |

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

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

| Current portion of long-term debt | | | — | | | | | | 1,152.9 | | |

| Settlement of interest rate contracts | | | — | | | | | | — | | | | | | (239.8) | | |

| Balance at May 1, 2019 | | | 113,742,296 | | | | | | $ | 28.9 | | | | | $ | 5,755.8 | | | | | $ | 2,367.6 | | | | | $ | (181.8) | | | | | $ | 7,970.5 | |

| Purchase of treasury shares | | | (35,588) | | | | | | — | | | | | | (4.3) | | | | | | 0.1 | | | | | | | | | | | | (4.2) | | |

| Stock plans | | | 366,018 | | | | | | 0.1 | | | | | | 42.6 | | | | | | | | | | | | | | | | | | 42.7 | | |

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

In accordance with the requirements of ASC 740, uncertain tax

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

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

During 2021, we early adopted certain updates to section 301, *Selected Financial Data,* and 302, *Supplementary Financial Information*.

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

In December 2019, the FASB issued ASU 2019-12, *Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes*, which removes certain exceptions for investments, intraperiod allocations and interim calculations, and adds guidance to reduce complexity in accounting for income taxes.

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

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.

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

Note 2: Integration and Restructuring Costs

special project costs in the Statements of Consolidated Income and are not allocated to segment profit.

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

The following table summarizes our integration costs incurred related to the Ainsworth acquisition.

| Employee-related costs | | | $ | 2.4 | | | | | $ | 17.9 | |

| Total integration costs | | | $ | 16.5 | | | | | $ | 48.6 | |

Noncash charges of $0.6 were included in the integration costs incurred during 2020.

We did not incur any costs during 2022 and 2021.

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

We expect to incur costs of approximately $70.0 associated with the restructuring activities planned to date.

We anticipate the planned activities associated with this restructuring program will be completed by the end of 2023, with the majority of the costs expected to be incurred in the first half of 2023.

| | | | 2022 | | | | | | 2021 | | | | | | Total Costs Incurred to Date at April 30, 2022 | | |

| Other transition and termination costs | | | 22.2 | | | | | | 6.8 | | | | | | 29.0 | | |

The obligation related to severance costs and retention bonuses was $2.4 and $14.6 at April 30, 2022 and 2021, respectively.

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.

Upon completion of these transactions during 2022, we recognized a pre-tax gain of $26.7 related to the natural beverage and grains businesses and a pre-tax loss of $17.1 related to the private label dry pet food business, which were included in other operating expense (income) – net within the Statement of Consolidated Income.

The following table summarizes the net assets and liabilities disposed, which were measured at the lower of carrying amount or fair value less costs to sell.

| | | | Natural Beverage and Grains | | | | | | Private Label Dry Pet Food | | |

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: 2022] [added: 2023] (the “Evaluation Date”).

[removed: Changes in Internal Controls: There] [added: Other than the item discussed above, there] were no changes in internal control over financial reporting that occurred during the fourth quarter ended April 30, [removed: 2022,] [added: 2023,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Controls: As a result of the divestiture of certain pet food brands on April 28, 2023, new controls and procedures were executed during the fourth quarter.

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: 17, 2022.][added: 16, 2023.]

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

The information required by this Item is incorporated herein by reference to the information set forth under the captions “Executive Compensation,” “Board and Committee Meetings,” and “Compensation Committee Interlocks and Insider Participation” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August [removed: 17, 2022.][added: 16, 2023.]

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: 17, 2022.][added: 16, 2023.]

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: 17, 2022.][added: 16, 2023.]

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: 17, 2022.][added: 16, 2023.]

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/91419/000009141922000010/sjm20220207-ex31.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/91419/000009141923000011/sjm20230120-8kex31.htm)] | | | [Amended Regulations of the J. M. Smucker Company (as Amended [removed: February 4, 2022)](http://www.sec.gov/Archives/edgar/data/91419/000009141922000010/sjm20220207-ex31.htm)] [added: January 20, 2023)](https://www.sec.gov/Archives/edgar/data/91419/000009141923000011/sjm20230120-8kex31.htm)] | | |

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

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

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

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

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

| [removed: [10.34](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1027.htm)] [added: [10.43](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1027.htm)] | | | [Employment Offer, dated February 28, 2020, between the Company and John P. Brase*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1027.htm) | | |

| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/91419/000095015209002427/l35751aexv10w5.htm)5] [added: [10.44](https://www.sec.gov/Archives/edgar/data/91419/000095015209002427/l35751aexv10w5.htm)] | | | [The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2007)*](http://www.sec.gov/Archives/edgar/data/91419/000095015209002427/l35751aexv10w5.htm) | | |

| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/91419/000119312513455851/d619488dex102.htm)6] [added: [10.45](https://www.sec.gov/Archives/edgar/data/91419/000119312513455851/d619488dex102.htm)] | | | [The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2014)*](http://www.sec.gov/Archives/edgar/data/91419/000119312513455851/d619488dex102.htm) | | |

| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/91419/000009141921000011/sjm20210131-10qex101.htm)7] [added: [10.46](http://www.sec.gov/Archives/edgar/data/91419/000009141921000011/sjm20210131-10qex101.htm)] | | | [The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2021)*](http://www.sec.gov/Archives/edgar/data/91419/000009141921000011/sjm20210131-10qex101.htm) | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1023.htm)38] [added: [10.47](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1023.htm)] | | | [The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, Restated Effective May 1, 2015*](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1023.htm) | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex102.htm)39] [added: [10.48](http://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex102.htm)] | | | [Amendment No. 1 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of December 31, 2016*](http://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex102.htm) | | |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1034.htm)0] [added: [10.49](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1034.htm)] | | | [Amendment No. 2 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of May 1, 2017*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1034.htm) | | |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex102.htm)1] [added: [10.5](http://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex102.htm)[0](http://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex102.htm)] | | | [Amendment No. 3 to The J. M. Smucker Company Defined Contribution Supplemental Executive Retirement Plan, dated as of June 17, 2020*](http://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex102.htm) | | |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1024.htm)2] [added: [10.51](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1024.htm)] | | | [The J. M. Smucker Company Restoration Plan, Amended and Restated Effective January 1, 2013*](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1024.htm) | | |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1025.htm)3] [added: [10.52](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1025.htm)] | | | [Amendment No. 1 to The J. M. Smucker Company Restoration Plan, dated as of May 1, 2015*](http://www.sec.gov/Archives/edgar/data/91419/000119312515235197/d918672dex1025.htm) | | |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex101.htm)4] [added: [10.53](http://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex101.htm)] | | | [Amendment No. 2 to The J. M. Smucker Company Restoration Plan, dated as of December 31, 2016*](http://www.sec.gov/Archives/edgar/data/91419/000009141917000002/sjm20170131-10qex101.htm) | | |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1038.htm)5] [added: [10.54](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1038.htm)] | | | [Amendment No. 3 to The J. M. Smucker Company Restoration Plan, dated as of January 1, 2017*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1038.htm) | | |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex101.htm)6] [added: [10.55](http://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex101.htm)] | | | [Amendment No. 4 to The J. M. Smucker Company Restoration Plan, dated as of June 17, 2020*](http://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex101.htm) | | |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/91419/000009141920000093/sjm071320-8kex101.htm)7] [added: [10.56](http://www.sec.gov/Archives/edgar/data/91419/000009141920000093/sjm071320-8kex101.htm)] | | | [The J.M. Smucker Company Executive Severance Plan.](http://www.sec.gov/Archives/edgar/data/91419/000009141920000093/sjm071320-8kex101.htm) | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/91419/000009141918000005/sjm43018-10kex1030.htm)48] [added: [10.57](http://www.sec.gov/Archives/edgar/data/91419/000009141918000005/sjm43018-10kex1030.htm)] | | | [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.](http://www.sec.gov/Archives/edgar/data/91419/000119312516683258/d229063dex101.htm)49] [added: [10.58](http://www.sec.gov/Archives/edgar/data/91419/000119312516683258/d229063dex101.htm)] | | | [Form of Indemnity Agreement between the Company and the Officer party thereto*](http://www.sec.gov/Archives/edgar/data/91419/000119312516683258/d229063dex101.htm) | | |

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/91419/000095015205005068/l14421aexv10w1.txt)0] [added: [10.59](http://www.sec.gov/Archives/edgar/data/91419/000095015205005068/l14421aexv10w1.txt)] | | | [The J. M. Smucker Company 1998 Equity and Performance Incentive Plan (Amended and Restated Effective June 6, 2005)*](http://www.sec.gov/Archives/edgar/data/91419/000095015205005068/l14421aexv10w1.txt) | | |

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/91419/000095015208010111/l34412aexv10w20.htm)1] [added: [10.60](https://www.sec.gov/Archives/edgar/data/91419/000095015208010111/l34412aexv10w21.htm)] | | | [removed: [Tax] [added: [Intellectual Property] Matters Agreement between The Procter & Gamble [removed: Company,] [added: Company and] The Folgers Coffee Company, [removed: and the Company,] dated November 6, [removed: 2008](http://www.sec.gov/Archives/edgar/data/91419/000095015208010111/l34412aexv10w20.htm)] [added: 2008](http://www.sec.gov/Archives/edgar/data/91419/000095015208010111/l34412aexv10w21.htm)] | | |

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/91419/000119312517275705/d450231dex101.htm)3] [added: [10.61](https://www.sec.gov/Archives/edgar/data/91419/000119312521251746/d162400dex101.htm)] | | | [Revolving Credit Agreement, dated as of [removed: September 1, 2017,] [added: August 19, 2021,] by and among [removed: the] [added: The J.M. Smucker] Company, Smucker Foods of Canada Corp., [removed: a federally incorporated Canadian corporation,] Bank of America, N.A., as [removed: administrative agent,] [added: Administrative Agent,] and the several financial institutions [added: and U.S. subsidiaries of the Company] from time to time party [removed: thereto](http://www.sec.gov/Archives/edgar/data/91419/000119312517275705/d450231dex101.htm)] [added: thereto](http://www.sec.gov/Archives/edgar/data/91419/000119312521251746/d162400dex101.htm)] | | |

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/91419/000119312514323665/d777732dex101.htm)6] [added: [10.63](https://www.sec.gov/Archives/edgar/data/91419/000119312514323665/d777732dex101.htm)] | | | [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: [21](https://www.sec.gov/Archives/edgar/data/91419/000009141922000049/sjm43022-10kex21.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm43023-10kex21.htm)] | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/91419/000009141922000049/sjm43022-10kex21.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm43023-10kex21.htm)] | | |

| [removed: [23](https://www.sec.gov/Archives/edgar/data/91419/000009141922000049/sjm43022-10kex23.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm43023-10kex23.htm)] | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/91419/000009141922000049/sjm43022-10kex23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm43023-10kex23.htm)] | | |

| [removed: [24](https://www.sec.gov/Archives/edgar/data/91419/000009141922000049/sjm43022-10kex24.htm)] [added: [24](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm43023-10kex24.htm)] | | | [Powers of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/91419/000009141922000049/sjm43022-10kex24.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm43023-10kex24.htm)] | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/91419/000009141922000049/sjm43022-10kex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm43023-10kex311.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/91419/000009141922000049/sjm43022-10kex311.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm43023-10kex311.htm)] | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/91419/000009141922000049/sjm43022-10kex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm43023-10kex312.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/91419/000009141922000049/sjm43022-10kex312.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm43023-10kex312.htm)] | | |

| [removed: [32](https://www.sec.gov/Archives/edgar/data/91419/000009141922000049/sjm43022-10kex32.htm)] [added: [32](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm43023-10kex32.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/91419/000009141922000049/sjm43022-10kex32.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm43023-10kex32.htm)] | | |

| 104 | | | The cover page of this Annual Report on Form 10-K for the year ended April 30, [removed: 2022,] [added: 2023,] formatted in Inline XBRL | | |

| Date: June [removed: 16, 2022] [added: 20, 2023] | | | The J. M. Smucker Company | | | | | |

| Mark T. Smucker | | | | | | [removed: President] [added: Chair of the Board, President,] and Chief Executive Officer [removed: and Director] (Principal Executive Officer) | | | | | | June [removed: 16, 2022] [added: 20, 2023] | | |

| Tucker H. Marshall | | | | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | | | | June [removed: 16, 2022] [added: 20, 2023] | | |

| Susan E. Chapman-Hughes | | | | | | Director | | | | | | June [removed: 16, 2022] [added: 20, 2023] | | |

| Paul J. Dolan | | | | | | Director | | | | | | June [removed: 16, 2022] [added: 20, 2023] | | |

| Jay L. Henderson | | | | | | Director | | | | | | June [removed: 16, 2022] [added: 20, 2023] | | |

| Jonathan E. Johnson III | | | | | | Director | | | | | | June [removed: 16, 2022] [added: 20, 2023] | | |

| [10.34](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex101.htm) | | | [Form of Deferred Stock Unit Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex101.htm) | | |

| [10.35](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex102.htm) | | | [Form of Nonstatutory Stock Option Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex102.htm) | | |

| [10.36](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex103.htm) | | | [Form of Performance Units Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex103.htm) | | |

| [10.37](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex104.htm) | | | [Form of Restricted Stock Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex104.htm) | | |

| [10.38](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731-10qex105.htm) | | | [Form of Special One-Time Grant of Restricted Stock Agreement (3-year Cliff Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731-10qex105.htm) | | |

| [10.39](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731-10qex106.htm) | | | [Form of Special One-Time Grant of Restricted Stock Agreement (5-year Cliff Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731-10qex106.htm) | | |

| [10.4](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm20230430_ex1040.htm)[0](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm20230430_ex1040.htm) | | | [Form of Nonstatutory Stock Option Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm20230430_ex1040.htm) | | |

| [10.41](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm20230430_ex1041.htm) | | | [Form of Special One-Time Grant of Restricted Stock Agreement (1-year Cliff Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm20230430_ex1041.htm) | | |

| [10.42](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm20230430_ex1042.htm) | | | [Form of Special One-Time Grant of Restricted Stock Agreement (2-year Ratable Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm20230430_ex1042.htm) | | |

| [10.62](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm43023-10kex1062.htm) | | | [Amendment No. 1 to the Revolving Credit Agreement, dated as of April 20, 2023*](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm43023-10kex1062.htm) | | |

| Richard K. Smucker | | | | | | Director | | | | | | June 20, 2023 | | |

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

| [2.2](http://www.sec.gov/Archives/edgar/data/91419/000009141918000005/sjm43018-10kex22.htm) | | | [First Amendment to Stock Purchase Agreement and Plan of Merger and Side Letter, dated as of May 14, 2018, by and among NU Pet Company, PR Merger Sub I, LLC, Ainsworth Pet Nutrition Parent, LLC, CP APN, Inc., CP APN, L.P., and, solely for the limited purpose set forth therein, The J. M. Smucker Company](http://www.sec.gov/Archives/edgar/data/91419/000009141918000005/sjm43018-10kex22.htm) | | |

| [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) | | |

| [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) | | |

| [10.5](http://www.sec.gov/Archives/edgar/data/91419/000119312521251746/d162400dex101.htm)5 | | | [Revolving Credit Agreement, dated as of August 19, 2021, by and among The J.M. Smucker Company, Smucker Foods of Canada Corp., Bank of America, N.A., as 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) | | |

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

| Timothy P. Smucker | | | | | | Chairman Emeritus | | | | | | June 16, 2022 | | |

| Richard K. Smucker | | | | | | Executive Chairman | | | | | | June 16, 2022 | | |