J.M. Smucker (SJM) 10-K risk factor changes: FY2024 vs FY2023

The [added: following] risk factors [removed: described below] should be carefully considered, together with the other information contained or incorporated by reference in this Annual Report on Form 10-K and our other filings with the SEC, in connection with evaluating the Company, our business, and the forward-looking statements contained in this Annual Report.

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

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, [added: geopolitical conflicts (including the ongoing conflicts between Russia] and [added: Ukraine and Israel and Hamas), the negative impacts caused by pandemics and public health crises, and] growing recession risk.

- value of our investments in debt and equity securities may [removed: decline, including our investment in Post common stock;][added: decline;]

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

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

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

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

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

While we believe that, except as set forth below, alternative sources of these raw materials and finished goods could be obtained on commercially reasonable terms, loss or an extended interruption in supplies from a [added: primary or] single-source supplier would result in additional costs, could have a disruptive short-term effect on our business, and could adversely affect our results of operations.

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

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

Our ability and the ability of our third-party [removed: suppliers and] [added: suppliers,] service providers, distributors, and contract manufacturers to manufacture, distribute, and sell products is critical to our success.

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, [removed: whether caused by] [added: as a result of] climate change or otherwise; work stoppage or labor shortages; [removed: or] [added: cybersecurity breaches;] political instability, terrorism, [removed: armed hostilities] [added: or geopolitical conflicts] (including the ongoing [removed: conflict] [added: conflicts] between Russia and [removed: Ukraine),] [added: Ukraine and Israel and Hamas);] pandemic [removed: illness (such as COVID-19),] [added: illness;] 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, 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, [added: Arkansas,] and California.

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

If we are unable to [removed: complete the construction of] [added: commence production at] the McCalla facility within the anticipated [removed: timeframe and within our cost estimates,] [added: timeframe,] our financial condition and results of operations could be adversely affected.

As of April 30, [removed: 2023, 22] [added: 2024, 27] percent of our full-time employees, located at [removed: seven] [added: eleven] manufacturing locations, are covered by collective bargaining [removed: agreements.][added: agreements, inclusive of Hostess Brands employees.]

These contracts vary in term depending on location, with [removed: one contract] [added: six contracts] expiring in [removed: 2024,] [added: 2025,] representing approximately [removed: one] [added: 10] percent of our total employees.

We cannot [removed: assure] [added: be certain] that we will be able to renew these collective bargaining agreements on the same or more favorable terms as the current agreements, or at all, without production interruptions caused by labor stoppages.

If a strike or work stoppage were to occur in connection with negotiations of [added: a] new collective bargaining [removed: agreements] [added: agreement] or as a result of disputes under collective bargaining agreements with labor unions, our business, financial condition, and results of operations could be materially adversely affected.

Brand value is [removed: based] [added: based,] in large [removed: part] [added: part,] on consumer perceptions.

Negative posts or comments about [removed: us or] [added: us,] our [removed: brands] [added: brands,] or products on social or digital media could damage our brands and reputation.

We may not be able to attract, develop, and retain the highly skilled people we need to support our [removed: business.][added: business, and our results could be adversely impacted as a result of increased labor and employee-related expenses.]

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

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

If we are unable to complete acquisitions or [removed: 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 results.

In addition, we have made strategic divestitures of brands and businesses, including the [removed: recent sale] [added: recently divested *Sahale Snacks* and Canada condiment businesses, as well as past divestitures] of certain pet food brands, [removed: as well as] the natural beverage and grains, [added: and] private label dry pet [removed: food, *Crisco*, and *Natural Balance*] [added: food] businesses, [added: among others,] and we may [added: continue to] do so in the future.

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

For more information, see Note 2: [removed: Special Project Costs and] [added: Acquisition,] Note 3: [removed: Divestitures.][added: Divestitures, and Note 4: Special Project Costs.]

We continuously [added: review our operations in an effort to] pursue initiatives to reduce costs, increase effectiveness, and optimize cash flow.

[removed: These and related demands on our resources may divert the organization’s attention] from other business issues, have adverse effects on existing business relationships with suppliers and customers, and impact employee morale.

Any failure to implement these initiatives in accordance with our plans could adversely affect our [removed: business] [added: business, operating efficiency,] and financial results.

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 [removed: sale] [added: divestitures] of certain pet food [removed: brands.][added: brands, *Sahale Snacks*, and the Canada condiment businesses.]

The Transformation Office is focused on enterprise-wide continuous improvement strategies to ensure a pipeline of productivity [added: initiatives and profit growth opportunities.]

It is [removed: compiled] [added: comprised] 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.

[removed: To date,] [added: During 2023 and 2022,] we [removed: 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 [removed: Consumer Foods] [added: Frozen Handheld and Spreads] segment.

We [removed: 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.

[removed: The] [added: Although the] FDA [removed: or] [added: has concluded its inspection,] other agencies may nonetheless conclude that certain practices or controls were not in compliance with the Federal Food, Drug, and Cosmetic Act [added: (“FDCA”)] or other laws.

Accordingly, no loss contingency has been recorded for these matters as of April 30, [removed: 2023,] [added: 2024,] and the likelihood of loss is not considered probable or [added: reasonably] estimable.

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

We may also encounter significant unexpected difficulties in integrating the Hostess Brands business and may be unable to effectively manage stranded overhead resulting from recent divestitures.

In particular, our ability to realize the anticipated benefits of the acquisition of Hostess Brands will depend, to a large extent, on our ability to integrate the Hostess Brands business into our Company.

The combination of two independent businesses is a complex, costly, and time-consuming process.

As a result, we will be required to devote significant management attention and resources to integrating Hostess Brands’ business practices and operations.

The integration process may disrupt the businesses and, if implemented ineffectively or if impacted by unforeseen negative economic or market conditions or other factors, we may not realize the full anticipated benefits of the acquisition.

Our failure to meet the challenges involved in integrating the two businesses and to realize the anticipated benefits of the acquisition could cause an interruption of, or a loss of momentum in, our activities and could adversely affect our results of operations or cash flows, cause dilution to our earnings per share, decrease or delay any accretive effect of the transactions, and negatively impact the price of our common shares.

Specifically, the difficulties of combining the operations of Hostess Brands with our business include, among others:

- the diversion of management’s attention to integration matters;

- difficulty in achieving anticipated cost savings, synergies, business opportunities, and growth prospects from combining the Hostess Brands business with our business;

- difficulties in the integration of operations and systems, inclusive of internal controls;

- difficulties in managing the expanded operations of a significantly larger and more complex company;

- challenges in keeping existing customers and obtaining new customers;

- challenges in attracting and retaining key personnel;

- unanticipated expenses resulting from integration activities and disputes with third parties; and

- unanticipated liabilities, such as environmental liabilities resulting from contamination at our properties or those of third parties.

Further, associated with the divestiture of certain pet food brands, we entered into a contract manufacturing agreement with Post that will continue into 2025.

As a result, a portion of net sales within the pet food product categories is associated with this agreement.

Any change to this agreement could affect our operating results.

Further, Graham Packaging Company, L.P. (“Graham Packaging”) is our single-source supplier for the packaging of our *Folgers* coffee products.

Over the past few years, particularly related to operations, we have experienced an increasingly competitive labor market, lack of skilled labor with advanced capabilities developed over the course of a career, labor inflation, labor shortages in our supply chain as a result of national and global macroeconomic conditions, and like most in the national workforce, an increased demand for greater flexibility and control over work schedules.

These and related demands on our resources may divert the organization’s attention

Our success will depend on our continued ability to produce and successfully market products with extended shelf life.

We have made investments to extend our Hostess Brands’ product shelf life, while maintaining such products’ taste, texture, and quality.

Extended shelf life (“ESL”) is an important component of our Direct-to-Warehouse model.

Our ability to produce and successfully market existing and new products with ESL is important to our success.

If we are unable to continue to produce Hostess Brands products with ESL or if such products are not accepted by consumers, we could be forced to make changes to our distribution model or products that could have an adverse effect on our product sales, financial condition, and operating results.

There were no significant direct costs recognized during 2024.

In addition, we strengthened our already stringent quality processes.

The FDA delivered its Establishment Inspection Report concluding the June 2022 inspection in March 2024.

Our customers are generally not contractually obligated to purchase from us as we do not have long-term supply contracts with any of our major customers.

Our procurement of transportation services from a diversified group of carriers and continuous monitoring of our transportation methods could be insufficient to protect us from changes in market demand or carrier capacity.

The inability to distribute our products in a cost-effective manner could have a material adverse effect on our ability to serve our customers, our business, financial condition, and results of operations.

We expect the pressures of cost inflation to continue into 2025, although with less volatility than experienced in 2024 and 2023.

business needs can be arranged.

The carrying values of the goodwill and indefinite-lived intangible assets were $2.4 billion and $1.8 billion, respectively, within the Sweet Baked Snacks segment, $2.1 billion and $1.2 billion, respectively, within the U.S. Retail Coffee segment, and $1.6

The goodwill and indefinite-lived trademarks within the Sweet Baked Snacks reportable segment were based on their estimated fair values on the acquisition date.

Since carrying value represents the estimated fair value, these assets could be more susceptible to future impairment.

A change to the assumptions regarding future performance of the business, or a portion of it, or a change to other assumptions, could result in significant impairment losses in the future.

The declaration, payment, and amount of dividends is made at the discretion of our Board and depends on a number of factors.

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.

There are a limited number of manufacturers other than Keurig that are making pods that will work in such proprietary brewing system.

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

During 2023, we continued to experience an increasingly competitive labor market, increased employee turnover, changes in the availability of our workers, and labor shortages in our supply chain.

initiatives and profit growth opportunities.

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

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

In June 2022, we resumed manufacturing *Jif* peanut butter products at our Lexington facility, as well as shipping from our Memphis facility.

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.

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

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.

Our customers

are generally not contractually obligated to purchase from us.

could be reduced or lead to a shift in sales mix toward our lower-margin offerings.

In particular, the supply chain for protein meals, fats, corn products, and green coffee has been significantly disrupted by the COVID-19 pandemic, and therefore, the prices for these commodities reached a high level during 2023, and could continue to remain high into 2024.

We expect the pressures of cost inflation to continue into 2024.

The Financial Conduct Authority in the United Kingdom no longer requires banks to submit London Interbank Offered Rate (“LIBOR”), and as a result, the U.S. Federal Reserve has selected the Secured Overnight Funding Rate (“SOFR”) as the preferred alternative to LIBOR.

We have transitioned and amended our contracts to accommodate the SOFR rate where required.

Although we do not anticipate a significant impact to our financial position as a result of this transition given our current mix of fixed- and variable-rate debt, our interest expense could increase, and our available cash flow for general corporate requirements may be adversely affected.

The value of our investment in equity securities is subject to certain risks and uncertainties which could make it difficult to dispose of some or all of such securities at favorable market prices.

As of April 30, 2023, we beneficially owned approximately 5.4 million shares of Post common stock.

Investments in equity securities of any publicly-traded company, including Post, are subject to risks and uncertainties relating to such company’s business and ownership of such company’s common stock, some of which are disclosed in such company’s filings with the SEC, as well as risks and uncertainties relating to fluctuations in the global economy and public equity markets generally.

Any such risk or uncertainty may cause the share price of such company’s common stock, and the value of our equity in such company to decline, including our investment in Post common stock, which could hinder our ability to dispose of these equity securities at favorable market prices.

We also may not be able to realize gains from these equity securities, and any gains that we do realize on the disposition of these equity securities may not be sufficient to offset any losses we may experience.

Further, our ability to dispose of the Post common stock is subject to certain restrictions set forth in our agreements with Post and arising under applicable laws and regulations, which in some circumstances could adversely impact our ability to sell the Post common stock in amounts and at the times desired.

Subsequent to the annual test date, on April 28, 2023, we divested certain pet food brands, and as a result, we disposed $790.3 and $1,014.4 of goodwill and finite-lived intangible assets, respectively, primarily within the Pet Foods reporting unit.

As a result, the impacted reporting units were assessed for impairment as of April 30, 2023, and we concluded there were no indicators of impairment, as the estimated fair values were in excess of the carrying values for all reporting units.

Furthermore, the goodwill within the U.S. Retail Pet Foods segment remains susceptible to future impairment charges due to narrow differences between fair value and carrying value, which is primarily attributable to the recognition of these assets at fair value resulting from impairment charges in recent years.

To date, we have recognized $465.0 of impairment charges related to the goodwill and indefinite-lived intangible assets acquired as part of the Big Heart Pet Brands (“Big Heart”) acquisition in 2015, primarily as a result of reductions in our long-term net sales and profitability projections.

Furthermore, during 2022, we recognized an impairment charge of $150.4 related to the divested *Rachael Ray Nutrish* brand within the U.S. Retail Pet Foods segment, primarily driven by the re-positioning of this brand within the Pet Foods brand portfolio, which led to a decline in the current and long-term net sales expectations and the royalty rate used in the valuation analysis.

As of April 30, 2023 and 2022,

Further, we continue to monitor *The Inflation Reduction Act of 2022, H.R. 5376* (the “Inflation Reduction Act”) and related regulatory developments to evaluate their potential impact on our business, tax rate, and financial results.

Further, the California Privacy Rights Act, which took effect January 1, 2023, builds on the CCPA requiring the establishment of a dedicated agency to regulate privacy issues.

Similarly, Virginia, Colorado, Connecticut, and Utah have all adopted laws that take effect in calendar year 2023, introducing new privacy obligations that will require developing additional compliance mechanisms and processes.

Such failure, or the perception that we have failed to act

The physical effects and transitional costs of climate change and legal, regulatory, or market initiatives to address climate change could have a negative impact on our business, financial condition, and results of operations.

expected benefits and may have to incur additional costs to correct errors made by such service providers.

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

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

We are proud to lead in the coffee, [removed: consumer foods,] [added: peanut butter, fruit spreads, frozen handheld, sweet baked goods,] dog snacks, and cat food categories by offering brands consumers trust for themselves and their families each [removed: day] [added: day,] including *Folgers*, *Dunkin’*, *Café Bustelo*, *Jif*, *Smucker’s Uncrustables*, *Smucker’s*, [removed: *Milk-Bone,*] [added: *Hostess*, *Voortman*, *Milk-Bone*,] and *Meow Mix*.

Through our unwavering commitment to producing quality products, operating responsibly and ethically, and delivering on our [removed: purpose,] [added: Purpose,] we will continue to grow our business [removed: and the] [added: while making a] positive impact [removed: we have] on society.

We have [removed: three] [added: four] reportable segments: U.S. Retail [removed: Pet Foods,] [added: Coffee,] U.S. Retail [removed: Coffee,] [added: Frozen Handheld] and [added: Spreads,] U.S. Retail [removed: Consumer Foods.][added: Pet Foods, and Sweet Baked Snacks.]

The U.S. retail market segments [added: and Sweet Baked Snacks segment] in total comprised [removed: 87] [added: 85] percent of [added: consolidated] net sales in [removed: 2023,] [added: 2024] and represent a major portion of our strategic [added: focus – the sale of branded food and beverage products with leadership positions to consumers through retail outlets in North America.]

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

International and Away From Home includes the sale of [added: all] products [added: that are] distributed [removed: domestically and] in foreign countries through retail [removed: channels] [added: channels, as well as domestically] and [added: in foreign countries through] foodservice distributors and operators (e.g., [removed: health care] [added: healthcare] operators, restaurants, [removed: lodging, hospitality,] [added: educational institutions,] offices, [removed: K-12, colleges] [added: lodging] and [removed: universities,] [added: gaming establishments,] and convenience stores).

[removed: As] [added: While our *Basic Beliefs* have evolved over time as] we have grown, we [removed: have remained] [added: remain] unwavering in our commitment to these [added: core] values [removed: but also] [added: and] recognize how we are called to act upon them [removed: must evolve] [added: will continue to transform] as the world around us does.

[removed: 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 [added: over] 125 years.

- Nurturing and [removed: evolving] [added: investing in] our [removed: culture.][added: culture; and]

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

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

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

[added: 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 infrequently occurring items that do not directly reflect ongoing operating [removed: results, such as unrealized gains and losses on the investment in equity securities.][added: results.]

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

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

These [removed: changes] [added: increases] were [removed: primarily driven by increased at-home consumption for the U.S. Retail Coffee and U.S. Retail Consumer Foods segments,] partially offset by the reduction in net sales from the [removed: divestitures of] [added: divested *Sahale Snacks* and Canada condiment businesses in 2024, certain pet food brands in 2023,] the private label dry pet food and natural beverage and grains businesses in 2022, [removed: *Crisco*] and [added: the *Crisco®* and] *Natural [removed: Balance*] [added: Balance®*] businesses in [removed: 2021, and the U.S. baking business in 2019.][added: 2021.]

Net cash provided by operating activities [removed: has remained consistent] [added: increased at a compound annual growth rate of approximately 2 percent] over the past five years.

The transaction included the *Rachael Ray [removed: Nutrish, 9Lives, Kibbles] [added: Nutrish*, *9Lives*, *Kibbles] ’n [removed: Bits, Nature’s] [added: 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 [removed: in 2023,] and $1.4 billion in [removed: both 2022] [added: 2023] and [removed: 2021,] [added: 2022, respectively,] primarily included in the U.S. Retail Pet Foods segment.

[removed: Net] [added: Final net] proceeds from the divestiture were $1.2 billion, consisting of [removed: $684.7] [added: $683.9] in cash, net of a [removed: 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.

[removed: The net proceeds and pre-tax loss will be finalized during the first quarter of] [added: During] 2024, [removed: upon finalization of] [added: we finalized] the working capital adjustment and [removed: cash] transaction [removed: costs.][added: costs, which resulted in an immaterial adjustment to the pre-tax loss.]

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

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 [removed: during 2023.][added: in 2023, and is included within other operating expense (income) – net in the Statements of Consolidated Income.]

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

In addition, [removed: 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 [removed: 2024] [added: 2025] as consumers continue to [removed: respond to] [added: experience] broader inflationary pressures.

[removed: 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 [added: in order] to grow our profit margins and reinvest in the Company to enable future growth and cost savings.

[removed: It] [added: In addition, it] is possible [removed: that more] significant disruptions [added: in our supply chain] could occur if [removed: the COVID-19 pandemic and] certain geopolitical events continue to impact markets around the world, including the impact of [removed: 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 [removed: safety and] [added: safety,] business [removed: continuity] [added: continuity,] and maximize product availability.

However, to the extent that high demand levels or [removed: the current] supply chain [removed: environment continues to disrupt] [added: disruptions delay] order fulfillment, we may experience volume loss and elevated penalties.

Although we do not have any operations in [removed: Russia or] [added: Russia,] Ukraine, [added: Israel, or Palestine,] 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.

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

We will continue to evaluate the nature and extent to which supply chain disruptions and inflation will impact our [removed: business;] [added: business,] supply chain, including labor availability and [removed: attrition;] [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: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

For the comparisons of the years ended April 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] see the Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our [removed: 2022] [added: 2023] Annual Report on Form 10-K.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | % Increase (Decrease) | | |

| Net sales | | | $ | [removed: 8,529.2] [added: 8,178.7] | | | | | $ | [removed: 7,998.9] [added: 8,529.2] | | | | | [removed: 7] [added: (4)] | | % |

| Gross profit | | | $ | [removed: 2,801.8] [added: 3,115.4] | | | | | $ | [removed: 2,700.7] [added: 2,801.8] | | | | | [removed: 4] [added: 11] | | |

| *% of net sales* | | | [removed: 32.8] [added: 38.1] | | % | | | | [removed: 33.8] [added: 32.8] | | % | | | | | | |

We acquired Hostess Brands in a cash and stock transaction on November 7, 2023, resulting in the new Sweet Baked Snacks reportable segment for 2024.

Further, the historical U.S. Retail Consumer Foods reportable segment has been renamed to U.S. Retail Frozen Handheld and Spreads; however, there is no change to the manner in which the segment was previously presented.

For additional information on our reportable segments, see Note 5: Reportable Segments.

The Sweet Baked Snacks segment includes products distributed in all channels, both domestically and in foreign countries, such as supermarket chains, national mass retailers, convenience stores, club stores, discount and dollar stores, drug stores, and the vending channel.

We remain rooted in our *Basic Beliefs* to *Be Bold*, *Be Kind*, *Do the Right Thing*, *Play to Win*, and *Thrive Together*.

They were established by our founder and namesake, Jerome Smucker, more than a century ago and are the core of our unique corporate culture, serving as the foundation for decision-making and how we interact with our colleagues and partners.

As a company of #1 and leading brands with emerging, on-trend brands, we will continue to drive balanced, long-term growth, primarily in

North America.

Further, we will continue to guide the transformation of our business and ensure our strategy of leading in the attractive categories of pet, coffee, and snacking by driving results through advancement on the following strategic pillars:

- Driving prioritization and best-in-class execution;

- Improving diversity and fostering inclusion and equity.

These changes were primarily driven by increased at-home consumption for the U.S. Retail Coffee and U.S. Retail Frozen Handheld and Spreads segments and an increase in net sales from the acquisition of Hostess Brands.

Acquisition

On November 7, 2023, we completed a cash and stock transaction to acquire Hostess Brands.

The total purchase consideration in connection with the acquisition was $5.4 billion, which reflects an exchange offer of all outstanding shares of Hostess Brands common stock at a price of $34.25 per share, consisting of $30.00 in cash and 0.03002 shares of our common shares, based on the closing stock price on September 8, 2023, that were exchanged for each share of Hostess Brands common stock as of the transaction date.

The purchase price included the issuance of approximately 4.0 million of our common shares to Hostess Brands’ shareholders, valued at $450.2.

In addition, we paid $3.9 billion in cash, net of cash acquired, and assumed $991.0 of debt from Hostess Brands and $67.8 of an other debt-like item, reflecting consideration transferred for the cash payment of Hostess Brands’ employee equity awards.

New debt of $5.0 billion was borrowed, consisting of $3.5 billion in Senior Notes, an $800.0 senior unsecured delayed-draw Term Loan Credit Agreement (“Term Loan”), and $700.0 of short-term borrowings under our commercial paper program to partially fund the transaction and pay off the debt assumed as part of the acquisition.

Hostess Brands is a manufacturer and marketer of sweet baked goods brands including *Hostess Donettes*, *Twinkies*, *CupCakes*, *DingDongs*, *Zingers*, *CoffeeCakes*, *HoHos*, *Mini Muffins*, and *Fruit Pies*, and the *Voortman* cookie brand.

In addition to its headquarters in Lenexa, Kansas, the transaction included six manufacturing facilities located in Emporia, Kansas; Burlington, Ontario; Chicago, Illinois; Columbus, Georgia; Indianapolis, Indiana; and Arkadelphia, Arkansas, a distribution facility in Edgerton, Kansas, and a commercial center of excellence in Chicago, Illinois.

Approximately 3,000 employees transitioned with the business at the close of the transaction.

During 2024, the acquired business contributed net sales of $637.3 within the Sweet Baked Snacks segment.

We anticipate cost synergies of approximately $100.0, which are expected to be achieved by the end of 2026.

During 2024, we achieved cost synergies of approximately $11.0.

For additional information, refer to Note 2: Acquisition.

On January 2, 2024, we sold our Canada condiment business to TreeHouse Foods.

The transaction included *Bick’s* pickles, *Habitant* pickled beets, *Woodman’s* horseradish, and *McLarens* pickled onions brands, inclusive of certain trademarks.

Under our ownership, these brands generated net sales of $43.8, $61.6, and $62.7 in 2024, 2023, and 2022, respectively, which were included in the International operating segment.

Final net proceeds from the divestiture were $25.3, inclusive of a working capital adjustment and cash transaction costs.

We recognized a pre-tax loss of $5.7 during 2024, within other operating expense (income) – net in the Statement of Consolidated Income.

On November 1, 2023, we sold our *Sahale Snacks* business to Second Nature.

The transaction included products sold under our *Sahale Snacks* brand, inclusive of certain trademarks and licensing agreements, a leased manufacturing facility in Seattle, Washington, and approximately 100 employees who supported the brand.

Under our ownership, the *Sahale Snacks* brand generated net sales of $24.1, $48.4, and $47.4 in 2024, 2023, and 2022, respectively, primarily included in the U.S. Retail Frozen Handheld and Spreads segment.

Final net proceeds from the divestiture were $31.6, inclusive of a working capital adjustment and cash transaction costs.

We recognized a pre-tax loss of $-6.7 during 2024, within other operating expense (income) – net in the Statement of Consolidated Income.

We recognized a pre-tax loss of $1.0 billion upon completion of this transaction in 2023, within other operating expense (income) – net in the Statement of Consolidated Income, net of a working capital adjustment and transaction costs.

Furthermore, during 2024, we entered into equity forward derivative transactions under an agreement with an unrelated third-party to facilitate the forward sale of the Post common stock.

All 5.4 million shares of Post common stock were settled under the equity forward contract for $466.3 on November 15, 2023.

For additional information, refer to Note 3: Divestitures.

During 2024, we continued to experience a dynamic macroeconomic environment, which we anticipate will persist into 2025, although with less volatility than experienced in prior years.

focus – the sale of branded food and beverage products with leadership positions to consumers through retail outlets in North America.

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.

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.

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

- Winning with superior execution;

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

Our

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

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

In addition, we continued to experience disruption in our supply chain network, including labor shortages and the supply of certain ingredients, packaging, and other sourced materials, which has resulted in the continued elevation of transportation

and other supply chain costs during 2023.

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.

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

| Private label dry pet food divestiture | | | — | | | | | | (62.3) | | | | | | 62.3 | | | | | | 1 | | |

| Natural beverage and grains divestiture | | | — | | | | | | (106.7) | | | | | | 106.7 | | | | | | 1 | | |

Net sales in 2023 increased $530.3, or 7 percent, which includes $181.2 of noncomparable net sales in the prior year related to divestitures.

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

| Other intangible assets impairment charge | | | — | | | | | | 1.9 | | |

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.

During 2021, we substantially completed an organizational redesign related to our corporate headquarters and announced plans to close our Suffolk, Virginia facility as a result of a new strategic partnership for the production of our liquid coffee products.

During 2022, we completed the transition of production to JDE Peet’s, and expanded the restructuring program to include certain costs associated with the divestitures of the private label dry pet food and natural beverage and grains businesses, as well as the closure of our Ripon, Wisconsin production facility to further optimize operations for our U.S. Retail Consumer Foods business.

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

We have incurred total cumulative restructuring costs of $63.7, of which $11.1 and $28.5 were incurred during 2023 and 2022, respectively.

In particular, the supply chain for protein meals, fats, corn products, and green coffee has been significantly disrupted by the COVID-19 pandemic, and therefore, the price for these commodities has

increased and may continue to increase due to such disruptions.

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

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.

| U.S. Retail Consumer Foods | | | 1,630.9 | | | | | | 1,707.2 | | | | | | (4) | | |

| U.S. Retail Consumer Foods | | | 352.6 | | | | | | 424.2 | | | | | | (17) | | |

| U.S. Retail Consumer Foods | | | 21.6 | | | | | | 24.8 | | | | | | | | |

The higher net price realization was partially offset by a lower contribution from volume/mix of 3 percentage points, primarily reflecting decreases for cat food and dog food.

Unfavorable volume/mix decreased net sales by 9 percentage points driven by mainstream and premium coffee.

U.S. Retail Consumer Foods

Net price realization contributed a

Segment profit decreased $71.6, primarily reflecting higher commodity and ingredient, manufacturing, and packaging costs, inclusive of costs related to the recall, and the impact of the noncomparable segment profit in the prior year related to the divested natural beverage and grains businesses, partially offset by higher net pricing and favorable volume/mix.

Net price realization contributed a 13 percentage point increase to net sales for the combined businesses, primarily driven by increases for coffee products, baking mixes and ingredients, and frozen handheld products, partially offset by the unfavorable impact of customer returns and fees related to the *Jif* peanut butter product recall.

Segment profit increased $1.3, primarily reflecting a favorable net impact of higher net price realization and increased commodity costs, as well as decreased marketing spend, partially offset by the unfavorable foreign currency exchange.

Further benefiting from proceeds from divestitures, total cash and cash equivalents increased to $655.8 at April 30, 2023, compared to $169.9 at April 30, 2022.

(A)Net cash provided by (used for) operating activities and net cash provided by (used for) investing activities differ immaterially from the Unaudited Condensed Consolidated Statement of Cash Flow for the year ended April 30, 2023, as previously furnished within the Form 8-K filed with the SEC on June 6, 2023, reflecting the reclassification of certain items, inclusive of additions to property, plant, and equipment.

Interest Rate Risk: The fair value of our cash and cash equivalents at April 30, [removed: 2023,] [added: 2024,] approximates carrying value.

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

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

For more information on our derivative financial instruments and terminated contracts, see Note [removed: 9:] [added: 10:] Derivative Financial Instruments.

100 basis-point decrease in interest rates at April 30, [removed: 2023,] [added: 2024,] would increase the fair value of our long-term debt by [removed: $307.7.][added: $607.2.]

The following sensitivity analysis presents our potential loss [added: (gain)] of fair value resulting from a hypothetical 10 percent change in market prices related to commodities.

| High | | | $ | [removed: 53.9] [added: 26.0] | | | | | $ | [removed: 72.3] [added: 53.9] | |

| Low | | | [removed: 21.6] [added: (4.0)] | | | | | | [removed: 14.8] [added: 21.6] | | |

| Average | | | [removed: 39.7] [added: 12.8] | | | | | | [removed: 37.1] [added: 39.7] | | |

The calculations are not intended to represent actual losses [added: or gains] in fair value that we expect to incur.

The foreign currency balance sheet exposures as of April 30, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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 [added: consolidated] net sales during [removed: 2023.][added: 2024.]

In November 2023, we terminated interest rate contracts for $42.5 concurrent with the payment of the debt assumed with the acquisition of Hostess Brands.

The interest rate contracts were designated as cash flow hedges and were used to manage exposure to changes in cash flows associated with variable rate debt.

| | | | 2024 | | | | | | 2023 | | |

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

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 United States [removed: (the “U.S.”).][added: (“U.S.”).]

Net sales outside the U.S., subject to foreign currency translation, represented 5 percent of consolidated net sales for [removed: 2023.][added: 2024.]

Our branded food and beverage products include a strong portfolio of trusted, iconic, market-leading brands that are sold to consumers [added: primarily] through retail outlets in North America.

We have [removed: three] [added: four] reportable segments: U.S. Retail [removed: Pet Foods,] [added: Coffee,] U.S. Retail [removed: Coffee,] [added: Frozen Handheld] and [added: Spreads, and] U.S. Retail [removed: Consumer Foods.][added: Pet Foods (the “U.S. retail market segments”) and Sweet Baked Snacks.]

[removed: The U.S. retail market] [added: These] segments in total comprised [removed: 87] [added: 85] percent of [removed: 2023] consolidated net sales [added: in 2024] 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.

For additional information on our reportable segments, see Note [removed: 4:] [added: 5:] Reportable Segments.

The transaction included the *Rachael Ray®* [removed: *Nutrish®, 9Lives®, Kibbles] [added: *Nutrish®*, *9Lives®*, *Kibbles] ’n [removed: Bits®, Nature’s] [added: Bits®*, *Nature’s] Recipe®*, and *Gravy Train®* brands, as well as [removed: our] [added: the] 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 [removed: in 2023,] and $1.4 billion in [removed: both 2022] [added: 2023] and [removed: 2021,] [added: 2022, respectively,] primarily included in the U.S. Retail Pet Foods segment.

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 [removed: Consumer Foods] [added: Frozen Handheld and Spreads] segment.

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

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

The transaction included [removed: pet food] products sold under the [removed: *Natural Balance*] [added: *Sahale Snacks*] brand, [added: inclusive of] certain trademarks and licensing agreements, [added: a leased manufacturing facility in Seattle, Washington,] and [removed: select] [added: approximately 100] employees who supported the [removed: *Natural Balance* business.][added: brand.]

For additional information on [removed: these] [added: the acquisition and] divestitures, see Note [added: 2: Acquisition and Note] 3: Divestitures.

Principal Products: In [removed: 2023,] [added: 2024,] our principal products were coffee, [removed: cat food,] pet snacks, [removed: dog] [added: peanut butter, cat] food, frozen handheld products, [removed: peanut butter,] [added: sweet baked goods,] fruit spreads, portion control products, [removed: as well as] baking mixes and [removed: ingredients.][added: ingredients, toppings and syrups, dog food, and cookies.]

Product sales information for the years [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] is included within Note [removed: 4:] [added: 5:] Reportable Segments.

[removed: In the] [added: Products within our] U.S. retail market [removed: segments, our products] [added: segments] 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, drug stores, military commissaries, mass merchandisers, and [removed: natural foods stores and] distributors.

[removed: In] International and Away From [removed: Home, our] [added: Home includes the sale of all] products [added: that] are distributed [removed: domestically and] in foreign countries through retail [removed: channels] [added: channels, as well as domestically] and [added: in foreign countries through] foodservice distributors and operators (e.g., [removed: health care] [added: healthcare] operators, restaurants, [removed: lodging, hospitality,] [added: educational institutions,] offices, [removed: K-12, colleges] [added: lodging] and [removed: universities,] [added: gaming establishments,] and convenience stores).

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

The availability, quality, and costs of many of these commodities have fluctuated, and may continue to fluctuate over time, partially driven by the elevated commodity and supply chain costs we [removed: experienced] [added: have continued to experience] in [removed: 2023.][added: 2024.]

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

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

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

While availability may vary [removed: year-to-year,] [added: year to year,] we [added: have not historically encountered significant shortages of key raw materials, and we] believe that we will continue to obtain adequate [removed: supplies and that alternatives to single-sourced materials are available.][added: supplies.]

Trademarks and [removed: Patents:] [added: Patents:] Many of our products are produced and sold under various patents 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: 2023,] [added: 2024,] are listed below.

| U.S. Retail Pet Foods | | | | | | *Meow [removed: Mix®, Milk-Bone®,* *Pup-Peroni®,*] [added: Mix®*, *Milk-Bone®*, *Pup-Peroni®*,] and *Canine Carry Outs®* | | |

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

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

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

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

The terms of the 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.

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

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

Customers: Sales to Walmart Inc. and subsidiaries amounted to [removed: 34] [added: 33] percent of net sales in [removed: both 2023 and 2022,] [added: 2024] and [removed: 32] [added: 34] percent [removed: of net sales] in [removed: 2021.][added: both 2023 and 2022.]

During [removed: 2023,] [added: 2024,] 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, [added: frozen snacks] and [added: sandwiches, and] fruit spreads categories in the U.S. In Canada, we are the branded market leader in the flour, [removed: pickles,] fruit spreads, canned milk, and ice cream toppings categories.

The primary ways in which products and brands are distinguished [removed: are] [added: include] brand recognition, product quality, price, packaging, new product introductions, nutritional value, convenience, advertising, promotion, and the ability to identify and satisfy consumer preferences.

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

[removed: In our total] [added: For the] U.S. retail [removed: categories,] [added: market segments,] private label held a [removed: 12.1] [added: 13.7] dollar average market share during the 52 weeks ended April [removed: 23, 2023,] [added: 21, 2024, for the categories in which we compete,] as compared to a [removed: 11.5] [added: 12.1] dollar average market share during the same period in the prior [removed: year.]

Our primary brands and major competitors as of April 30, [removed: 2023,] [added: 2024,] are listed below.

On November 7, 2023, we completed a cash and stock transaction to acquire Hostess Brands, Inc. (“Hostess Brands”), a manufacturer and marketer of sweet baked goods brands, including *Hostess®* *Donettes®*, *Twinkies*®, *CupCakes*, *DingDongs®*, *Zingers®*, *CoffeeCakes*, *HoHos®*, *Mini Muffins*, and *Fruit Pies*, and the *Voortman*® cookie brand, which resulted in a new reportable segment for 2024, Sweet Baked Snacks.

Additionally, we sell products both domestically and in foreign countries through retail channels and foodservice distributors and operators through the Sweet Baked Snacks segment and the combined International and Away From Home operating segments.

During 2024, the historical U.S. Retail Consumer Foods reportable segment was renamed to U.S. Retail Frozen Handheld and Spreads; however, there was no change to the manner in which the segment was previously presented.

On January 2, 2024, we sold the Canada condiment business to TreeHouse Foods, Inc. (“TreeHouse Foods”).

The transaction included *Bick’s®* pickles, *Habitant®* pickled beets, *Woodman’s®* horseradish, and *McLarens®* pickled onions brands, inclusive of certain trademarks.

Under our ownership, these brands generated net sales of $43.8, $61.6, and $62.7 in 2024, 2023, and 2022, respectively, which were included in the International operating segment.

On November 1, 2023, we sold the *Sahale Snacks®* business to Second Nature Brands (“Second Nature”).

Under our ownership, the *Sahale Snacks* brand generated net sales of $24.1, $48.4, and $47.4 in 2024, 2023, and 2022, respectively, primarily included in the U.S. Retail Frozen Handheld and Spreads segment.

The transaction

The Sweet Baked Snacks segment includes products distributed across all channels, both domestically and in foreign countries, such as supermarket chains, national mass retailers, convenience stores, club stores, discount and dollar stores, drug stores, and the vending channel.

| Sweet Baked Snacks | | | | | | *Hostess®* and *Voortman®* | | |

commerce, and drug stores, as well as in certain away from home channels.

However, the Sweet Baked Snacks segment does experience moderate seasonality, with declines during the early winter period due to the holiday season.

year.

Within the Sweet Baked Snacks segment, private label held a 6.8 dollar average market share during the 52 weeks ended April 27, 2024, for the categories in which we compete.

| U.S. Retail Frozen Handheld and Spreads | | | | | | | | | | | |

| Sweet Baked Snacks | | | | | | | | | | | |

| Sweet baked goods | | | *Hostess* | | | *Little Debbie* (A) | | | McKee Foods Corporation | | |

| | | | | | | *Entenmann’s* | | | Grupo Bimbo, S.A. | | |

| | | | | | | Private label brands | | | Various, Flower Foods, Inc. | | |

| Cookies | | | *Voortman* | | | *Nabisco* (A) | | | Mondelez International | | |

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

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

| | | | | | | Private label brands | | | Various | | |

| | | | | | | Private label brands | | | Various | | |

Human Capital Management: Our values and principles are rooted in our *Basic Beliefs* to *Be Bold*, *Be Kind*, *Do the Right Thing*, *Play to Win*, and *Thrive Together*, which serve as the foundation for everything we do as an organization and are clear, concise, and actionable to help our employees continue to bring our unique culture to life, as our employees are among our most important resources.

To further support our commitment to ethics and our basic belief, *Do the*

We track our progress in the Ethics and Compliance space through ongoing assessments of our internal programs and through our Ethics and Compliance Survey, as well as through dedicated questions included in our annual Employee Engagement Survey, and we are pleased to share that our Company was recognized in 2024 as one of the World’s Most Ethical Companies by Ethisphere.

Their mental health services and self-care programs benefit our employees by raising awareness and providing additional support and education for mental health.

Additionally, in 2024, we partnered with The Village Network on their Early Childhood Mental Health initiatives.

This commitment will provide access to important mental health and educational services for families and their children from birth to age five and will be provided by Therapeutic Childcare Centers.

We believe that we offer one of the best cultures in the food industry, along with numerous learning and development opportunities, to support a long and prosperous career.

While the current labor market presents significant challenges for employers, we have made differential investments in our talent acquisition tools and programs to help us continue to attract the right candidates.

We have partnered with Akron Children’s Hospital to launch the Berry Good Reading Program, which provides books to children during annual well visits.

We also continue to support our long-time partners including the Boys & Girls Clubs of America® and Junior Achievement USA®, among others, which offer

programming focused on childhood growth and development.

We are committed to paying our employees fairly and equitably.

To that end, we conduct a pay equity analysis each year and, with the support of our Compensation and People Committee, make necessary adjustments to make sure that similarly situated employees are paid equitably.

Lastly, we have an established working hours policy to clarify shared expectations but continue to review the professional environment to determine how to effectively manage it.

As we looked at how to address the evolving workplace at our Company, it was important to us to deliver on our employees’ needs and expectations while enabling collaboration and supporting continued productivity to deliver our business objectives.

International and Away From Home represents sales outside of the U.S. retail market segments.

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

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

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

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

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

We have not historically encountered significant shortages of key raw materials.

| U.S. Retail Consumer Foods | | | | | | | | | | | |

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

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.

We conduct this assessment on a biennial basis.

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 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

Foster an Inclusive Workplace

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

Additionally, 46 percent of our executive and senior management team members are women, inclusive of 4 of 7 members of our Executive Leadership Team, demonstrating our belief that a diverse team with a variety of viewpoints is important and further contributes to a more effective decision-making process and overall greater success.

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

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.

addition to married couples, and a Company-matched retirement savings program.

We are also fortunate to have employees who share our commitment to ensure that people, pets, and communities where we live and work have access to the support and essential resources they need.

| Amy C. Held | | | | | | 49 | | | | | | 10 | | | | | | Chief Transformation Officer (C) | | | | | | 2018 | | |

Prior to that time, she served as Senior Vice President, Corporate Strategy, M&A, and International since March 2018.

(F)Ms. Penrose was elected to her present position in March 2023, having served as Chief People and Administrative Officer since November 2019.

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

For the fiscal year ended April 30, [removed: 2023][added: 2024]

The aggregate market value of the common shares held by nonaffiliates of the registrant at October 31, [removed: 2022,] [added: 2023,] was [removed: $15,331,349,774.][added: $11,160,620,648.]

As of June [removed: 8, 2023, 102,046,613] [added: 11, 2024, 106,195,350] 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: 16, 2023,] [added: 14, 2024,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

| Item 1. | | | Business | | | [removed: [2](#ice27a275815e45f4a9f65d1654af2193_13)] [added: [2](#i26eefa75a7784d2394910197e97d2895_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [10](#ice27a275815e45f4a9f65d1654af2193_16)] [added: [10](#i26eefa75a7784d2394910197e97d2895_16)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [23](#ice27a275815e45f4a9f65d1654af2193_19)] [added: [24](#i26eefa75a7784d2394910197e97d2895_19)] | | |

| Item 2. | | | Properties | | | [removed: [24](#ice27a275815e45f4a9f65d1654af2193_22)] [added: [26](#i26eefa75a7784d2394910197e97d2895_22)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [24](#ice27a275815e45f4a9f65d1654af2193_25)] [added: [26](#i26eefa75a7784d2394910197e97d2895_25)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [24](#ice27a275815e45f4a9f65d1654af2193_28)] [added: [26](#i26eefa75a7784d2394910197e97d2895_28)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [25](#ice27a275815e45f4a9f65d1654af2193_34)] [added: [27](#i26eefa75a7784d2394910197e97d2895_34)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [26](#ice27a275815e45f4a9f65d1654af2193_43)] [added: [28](#i26eefa75a7784d2394910197e97d2895_43)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [26](#ice27a275815e45f4a9f65d1654af2193_43)] [added: [28](#i26eefa75a7784d2394910197e97d2895_43)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [40](#ice27a275815e45f4a9f65d1654af2193_67)] [added: [44](#i26eefa75a7784d2394910197e97d2895_67)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [42](#ice27a275815e45f4a9f65d1654af2193_73)] [added: [46](#i26eefa75a7784d2394910197e97d2895_73)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures | | | [removed: [84](#ice27a275815e45f4a9f65d1654af2193_160)] [added: [89](#i26eefa75a7784d2394910197e97d2895_160)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [84](#ice27a275815e45f4a9f65d1654af2193_163)] [added: [89](#i26eefa75a7784d2394910197e97d2895_163)] | | |

| Item 9B. | | | Other Information | | | [removed: [84](#ice27a275815e45f4a9f65d1654af2193_166)] [added: [90](#i26eefa75a7784d2394910197e97d2895_166)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [85](#ice27a275815e45f4a9f65d1654af2193_172)] [added: [90](#i26eefa75a7784d2394910197e97d2895_172)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [85](#ice27a275815e45f4a9f65d1654af2193_175)] [added: [90](#i26eefa75a7784d2394910197e97d2895_175)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [85](#ice27a275815e45f4a9f65d1654af2193_178)] [added: [90](#i26eefa75a7784d2394910197e97d2895_178)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [85](#ice27a275815e45f4a9f65d1654af2193_181)] [added: [90](#i26eefa75a7784d2394910197e97d2895_181)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [85](#ice27a275815e45f4a9f65d1654af2193_184)] [added: [90](#i26eefa75a7784d2394910197e97d2895_184)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [86](#ice27a275815e45f4a9f65d1654af2193_190)] [added: [91](#i26eefa75a7784d2394910197e97d2895_190)] | | |

| | | | Signatures | | | [removed: [89](#ice27a275815e45f4a9f65d1654af2193_196)] [added: [94](#i26eefa75a7784d2394910197e97d2895_196)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

| Item 1C. | | | Cybersecurity | | | [25](#i26eefa75a7784d2394910197e97d2895_2079) | | |

Risk Management and Strategy

IT systems and networks are important to our business operations, and we are committed to protecting the privacy, security, and integrity of our data, inclusive of our employee and customer data.

We have a comprehensive cybersecurity program in place that is responsible for identifying, preventing, and mitigating data security risks.

This program is aligned with the Company’s overall Enterprise Risk Management process.

We actively monitor and update our IT systems and infrastructure to prevent unauthorized access, viruses, phishing, and other security risks.

Our cybersecurity program follows the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework standards.

Our security technology tools and processes provide protection against security breaches and reduce cybersecurity risks.

Our cybersecurity incident response plan includes procedures for identifying, containing, and responding to incidents.

While we continue to invest in our program and capabilities, we cannot guarantee prevention of all incidents.

We depend on IT systems, third-party service providers, and strategic partners to facilitate our business operations.

This includes secure handling of personal, confidential, financial, sensitive, proprietary, and other forms of information, as well as enabling our service offerings.

Despite continuous efforts to enhance both our and our partners’ cybersecurity defenses, we cannot guarantee the protection of all information systems, products, and service technologies.

While we face regular cybersecurity threats, including ransomware and data breaches, we have not encountered significant incidents during the year ended April 30, 2024.

We believe our security measures are adequate, but we acknowledge the rising sophistication of threats.

Despite vigilance, system disruptions or unauthorized disclosures remain possible.

Governance and Oversight

The Board actively supports strategy and oversees risk management, drawing on a diverse range of experiences, skills, qualifications, and backgrounds.

This includes oversight of cybersecurity matters.

The Audit Committee, composed entirely of independent Board members, receives quarterly updates on the cybersecurity program, which includes recent developments, program improvements, risk analysis, and an annual update on the Company’s scenario-based cybersecurity exercise.

The Audit Committee also receives periodic updates as may be needed, including any cybersecurity events that would require notification to the Audit Committee.

The Audit Committee provides quarterly updates to the Board on key cybersecurity activities, and cybersecurity is also reviewed at least annually with the Board.

In addition, two of our Audit Committee members, including the Chair, hold a CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors.

We actively educate our employees about potential cybersecurity threats and actions.

Our executive officers and global workforce receive ongoing trainings in response to cyber threats and cybersecurity incidents.

We mandate annual completion of our information security training and compliance program, which includes reviewing and acknowledging the Company’s information security policy.

All employees also participate in regular security awareness training, which includes data protection principles, general end-user security hygiene, and internal phishing simulations.

Additional annual training covers information security topics related to our Code of Conduct and Records Management Policies.

The table below lists all of our manufacturing and processing facilities at April 30, [removed: 2023.][added: 2024.]

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

We lease [removed: five] [added: four] 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.

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

| Grandview, Washington | | | | | | Fruit | | | | | | U.S. Retail [removed: Consumer Foods] [added: Frozen Handheld and Spreads] | | |

| Lexington, Kentucky | | | | | | Peanut butter | | | | | | U.S. Retail [removed: Consumer Foods] [added: Frozen Handheld and Spreads] | | |

| Longmont, Colorado | | | | | | Frozen sandwiches | | | | | | U.S. Retail [removed: Consumer Foods] [added: Frozen Handheld and Spreads] | | |

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

| Memphis, Tennessee | | | | | | Peanut butter and fruit spreads | | | | | | U.S. Retail [removed: Consumer Foods] [added: Frozen Handheld and Spreads] | | |

| New Bethlehem, Pennsylvania | | | | | | Peanut butter and combination peanut butter and jelly products | | | | | | U.S. Retail [removed: Consumer Foods] [added: Frozen Handheld and Spreads] | | |

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

| Orrville, Ohio | | | | | | Fruit spreads, toppings, and syrups | | | | | | U.S. Retail [removed: Consumer Foods] [added: Frozen Handheld and Spreads] | | |

| Oxnard, California | | | | | | Fruit | | | | | | U.S. Retail [removed: Consumer Foods] [added: Frozen Handheld and Spreads] | | |

| Scottsville, Kentucky | | | | | | Frozen sandwiches | | | | | | U.S. Retail [removed: Consumer Foods] [added: Frozen Handheld and Spreads] | | |

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

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

[removed: (B)Our] [added: (C)Our] new facility in McCalla will help meet growing demand for *Smucker’s Uncrustables* frozen sandwiches and will complement our existing facilities in Longmont and Scottsville.

Production is expected to begin at the McCalla facility during [removed: calendar year] 2025.

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

| Arkadelphia, Arkansas | | | | | | Sweet baked goods | | | | | | Sweet Baked Snacks | | |

| Burlington, Ontario (A) | | | | | | Cookies | | | | | | Sweet Baked Snacks | | |

| Chicago, Illinois | | | | | | Sweet baked goods | | | | | | Sweet Baked Snacks | | |

| Columbus, Georgia | | | | | | Sweet baked goods | | | | | | Sweet Baked Snacks | | |

| Emporia, Kansas | | | | | | Sweet baked goods | | | | | | Sweet Baked Snacks | | |

| Indianapolis, Indiana | | | | | | Sweet baked goods | | | | | | Sweet Baked Snacks | | |

We also lease our principal distribution center in Canada.

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

There were [removed: 410,418] [added: 384,127] shareholders of record as of June [removed: 8, 2023,] [added: 11, 2024,] of which [removed: 31,568] [added: 29,985] 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: 2023,] [added: 2024,] 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:

(c) During the [removed: fourth quarter of 2023,] [added: year ended April 30, 2024,] we repurchased approximately 2.4 million common shares under our repurchase program, as discussed in Note [removed: 16:] [added: 17:] Common Shares in Part II, Item 8 in this Annual Report on Form 10-K.

(d) As of April 30, [removed: 2023,] [added: 2024,] there were approximately [removed: 3.5] [added: 1.1] 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: 2023,] [added: 2024,] 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: 2018.][added: 2019.]

[removed: ][added: ]

| | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

Copyright© [removed: 2023] [added: 2024] Standard & Poor’s, a division of S&P Global.

| February 1, 2024 - February 29, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 1,111,472 | | |

| March 1, 2024 - March 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,111,472 | | |

| April 1, 2024 - April 30, 2024 | | | | | | 1,842 | | | | | | 121.73 | | | | | | — | | | | | | 1,111,472 | | |

| Total | | | | | | 1,842 | | | | | | $ | 121.73 | | | | | — | | | | | | 1,111,472 | | |

| The J. M. Smucker Company | | | $ | 100.00 | | | | | $ | 96.65 | | | | | $ | 113.65 | | | | | $ | 122.32 | | | | | $ | 141.90 | | | | | $ | 108.97 | |

| S&P Packaged Foods & Meats | | | 100.00 | | | | | | 105.09 | | | | | | 123.57 | | | | | | 139.07 | | | | | | 154.93 | | | | | | 137.40 | | |

| S&P 500 | | | 100.00 | | | | | | 100.86 | | | | | | 147.24 | | | | | | 147.56 | | | | | | 151.49 | | | | | | 185.82 | | |

| February 1, 2023 - February 28, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 5,811,472 | | |

| 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 | | |

| Report of Management on Internal Control Over Financial Reporting | | | [removed: [43](#ice27a275815e45f4a9f65d1654af2193_76)] [added: [47](#i26eefa75a7784d2394910197e97d2895_76)] | | |

| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | | [removed: [44](#ice27a275815e45f4a9f65d1654af2193_79)] [added: [48](#i26eefa75a7784d2394910197e97d2895_79)] | | |

| Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements (PCAOB ID: 42) | | | [removed: [45](#ice27a275815e45f4a9f65d1654af2193_82)] [added: [49](#i26eefa75a7784d2394910197e97d2895_82)] | | |

| Report of Management on Responsibility for Financial Reporting | | | [removed: [48](#ice27a275815e45f4a9f65d1654af2193_85)] [added: [51](#i26eefa75a7784d2394910197e97d2895_85)] | | |

| Consolidated Balance Sheets at April 30, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | [removed: [50](#ice27a275815e45f4a9f65d1654af2193_94)] [added: [53](#i26eefa75a7784d2394910197e97d2895_94)] | | |

| For the years ended April 30, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021:] [added: 2022:] | | | | | |

| Statements of Consolidated Income | | | [removed: [49](#ice27a275815e45f4a9f65d1654af2193_88)] [added: [52](#i26eefa75a7784d2394910197e97d2895_88)] | | |

| Statements of Consolidated Comprehensive Income | | | [removed: [49](#ice27a275815e45f4a9f65d1654af2193_91)] [added: [52](#i26eefa75a7784d2394910197e97d2895_91)] | | |

| Statements of Consolidated Cash Flows | | | [removed: [51](#ice27a275815e45f4a9f65d1654af2193_97)] [added: [54](#i26eefa75a7784d2394910197e97d2895_97)] | | |

| Statements of Consolidated Shareholders’ Equity | | | [removed: [52](#ice27a275815e45f4a9f65d1654af2193_100)] [added: [55](#i26eefa75a7784d2394910197e97d2895_100)] | | |

| Notes to [added: the] Consolidated Financial Statements | | | [removed: [53](#ice27a275815e45f4a9f65d1654af2193_103)] [added: [56](#i26eefa75a7784d2394910197e97d2895_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: 2023.][added: 2024.]

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

Based on our assessment of internal control over financial reporting under the COSO criteria, we concluded the internal control over financial reporting was effective as of April 30, [removed: 2023.][added: 2024.]

Ernst & Young LLP, an independent registered public accounting firm, audited the effectiveness of our internal control over financial reporting as of April 30, [removed: 2023,] [added: 2024,] and their report thereon is included on page [removed: 45] [added: 50] of this report.

We have audited The J. M. Smucker Company’s internal control over financial reporting as of April 30, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control – Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) [removed: (“the COSO] [added: (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: 2023,] [added: 2024,] 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: 2023] [added: 2024] consolidated financial statements of the Company and our report dated June [removed: 20, 2023] [added: 18, 2024] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related [added: consolidated] statements of [removed: consolidated] income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended April 30, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended April 30, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 20, 2023] [added: 18, 2024] expressed an unqualified opinion thereon.

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

The communication of critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

[removed: *U.S.] [added: | U.S.] Retail Pet Foods [removed: Goodwill Impairment Evaluation*][added: (A) | | | 1,822.8 | | | | | | 3,038.1 | | | | | | 2,764.3 | | |]

| | | | To test the estimated fair value [removed: used in] [added: of] the [removed: Company’s U.S. Retail Pet Foods impairment analysis,] [added: indefinite-lived intangible asset and the customer relationship asset,] we performed audit procedures that included, among others, assessing fair value methodologies and testing the significant assumptions [removed: discussed] [added: described] above and the underlying data used by the Company in its analysis. As it pertains to revenue [added: attributable to the asset and discrete revenue] growth rates [added: used to value the indefinite-lived intangible asset] and [removed: profitability assumptions,] [added: revenue growth rates and EBITDA margin used to value the customer relationship,] we compared the significant assumptions used by management to current industry and economic [removed: trends, changes to the Company’s business model, customer base or product mix, as applicable.] [added: trends.] We assessed the historical [removed: accuracy] [added: results] of [removed: management’s estimates.] [added: the acquired business and performed sensitivity analyses of significant assumptions to evaluate any hypothetical change in the fair value of the indefinite-lived intangible asset and the customer relationship asset 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 weighted average cost of capital. Specifically, we evaluated] [added: including] the [removed: components of] [added: royalty rate and discount rate used to value] the [removed: weighted average cost of capital assumptions] [added: indefinite-lived intangible asset and discount rate] used [removed: by] [added: to value to] the [removed: Company by performing an independent corroborative calculation with] [added: customer relationship asset. Furthermore, we have evaluated] the [removed: involvement] [added: Company’s disclosure] of [removed: our valuation specialists.] [added: the purchase price allocation.] | | |

| | | | Auditing the Company’s [added: purchase price] allocation [removed: of goodwill to the pet food brands disposal group] was complex due to the significant estimation required to determine the [removed: relative] fair [removed: values] [added: value] of [removed: the U.S. Retail Pet Foods segment] [added: one indefinite-lived intangible asset] and the [removed: pet food brands disposal group referred to above.] [added: customer relationship asset.] These fair value estimates were sensitive to [added: certain] significant [added: assumptions. As it pertains to the indefinite-lived intangible asset, these significant] assumptions [removed: such as] [added: include] the [removed: weighted-average cost of capital,] [added: revenue attributable to the asset,] discrete revenue growth rates, [removed: terminal period] [added: royalty rate, and discount rate. Related to the customer relationship asset, these significant assumptions include the] revenue growth [removed: rate,] [added: rates, EBITDA margin] and [removed: profitability assumptions.] [added: discount rate.] 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 management’s controls over the [removed: goodwill] [added: purchase price] 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. | | |

| (Dollars in millions, except per share data) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net sales | | | $ | [removed: 8,529.2] [added: 8,178.7] | | | | | $ | [removed: 7,998.9] [added: 8,529.2] | | | | | $ | [removed: 8,002.7] [added: 7,998.9] | |

| Cost of products sold (A) | | | [removed: 5,727.4] [added: 5,063.3] | | | | | | [removed: 5,298.2] [added: 5,727.4] | | | | | | [removed: 4,864.0] [added: 5,298.2] | | |

| Gross Profit | | | [removed: 2,801.8] [added: 3,115.4] | | | | | | [removed: 2,700.7] [added: 2,801.8] | | | | | | [removed: 3,138.7] [added: 2,700.7] | | |

| Selling, distribution, and administrative expenses | | | [removed: 1,455.0] [added: 1,446.2] | | | | | | [removed: 1,360.3] [added: 1,455.0] | | | | | | [removed: 1,523.1] [added: 1,360.3] | | |

| Amortization | | | [removed: 206.9] [added: 191.1] | | | | | | [removed: 223.6] [added: 206.9] | | | | | | [removed: 233.0] [added: 223.6] | | |

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

| Other special project costs (A) | | | [removed: 4.7] [added: 130.2] | | | | | | [removed: 8.0] [added: 4.7] | | | | | | [removed: 20.7] [added: 8.0] | | |

| Loss (gain) on divestitures – net | | | [removed: 1,018.5] [added: 12.9] | | | | | | [removed: (9.6)] [added: 1,018.5] | | | | | | [removed: (25.3)] [added: (9.6)] | | |

| Other operating expense (income) – net | | | [removed: (40.8)] [added: 29.2] | | | | | | [removed: (55.8)] [added: (40.8)] | | | | | | [removed: (3.4)] [added: (55.8)] | | |

| Operating Income | | | [removed: 157.5] [added: 1,305.8] | | | | | | [removed: 1,023.8] [added: 157.5] | | | | | | [removed: 1,386.8] [added: 1,023.8] | | |

| Interest expense – net | | | [removed: (152.0)] [added: (264.3)] | | | | | | [removed: (160.9)] [added: (152.0)] | | | | | | [removed: (177.1)] [added: (160.9)] | | |

| Other income (expense) – net | | | [removed: (14.7)] [added: (25.6)] | | | | | | [removed: (19.1)] [added: (14.7)] | | | | | | [removed: (37.8)] [added: (19.1)] | | |

On November 7, 2023, we completed the acquisition of Hostess Brands.

As permitted by the SEC, we excluded Hostess Brands operations from our assessment of internal control over financial reporting as of April 30, 2024.

Hostess Brands operations constituted 31 percent of total assets (including goodwill and other intangible assets of $5.4 billion) as of April 30, 2024, and 8 percent of net sales and 6 percent of operating income for the year then ended.

Hostess Brands operations will be included in our assessment as of April 30, 2025.

As indicated in the accompanying Report of Management on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Hostess Brands, Inc., which is included in the 2024 consolidated financial statements of the Company and constituted 31 percent of total assets (including goodwill and other intangible assets of $5.4 billion) as of April 30, 2024, and 8 percent of net sales and 6 percent of operating income for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Hostess Brands, Inc.

June 18, 2024

*Purchase price allocation related to the acquisition of Hostess Brands*

| *Description of the Matter* | | | As discussed in Note 2 to the consolidated financial statements, on November 7, 2023, the Company completed the acquisition of Hostess Brands. The total purchase consideration in connection with the acquisition was $5.4 billion, of which $1.8 billion was allocated to indefinite-lived intangible assets and $1.2 billion was allocated to customer and contractual relationships. The Company accounted for this acquisition as a business combination. | | |

June 18, 2024

| Other debt costs (A) | | | (19.5) | | | | | | — | | | | | | — | | |

(A)Includes special project costs related to certain divestiture, acquisition, integration, and restructuring activities.

| (Dollars in millions) | | | 2024 | | | | | | 2023 | | |

| Total Assets | | | $ | 20,273.7 | | | | | $ | 14,991.4 | |

| Current portion of long-term debt | | | 999.3 | | | | | | — | | |

| Net income (loss) | | | $ | 744.0 | | | | | $ | (91.3) | | | | | $ | 631.7 | |

| Realized loss on investment in equity securities – net | | | 21.5 | | | | | | — | | | | | | — | | |

| Settlement of interest rate contracts | | | 42.5 | | | | | | — | | | | | | — | | |

| Business acquired, net of cash acquired | | | (3,920.6) | | | | | | — | | | | | | — | | |

| Proceeds from sale of equity securities | | | 466.3 | | | | | | — | | | | | | — | | |

| Payment of assumed tax receivable agreement obligation | | | (86.4) | | | | | | — | | | | | | — | | |

| Purchase of treasury shares | | | (2,416,945) | | | | | | (0.7) | | | | | | (132.8) | | | | | | (242.9) | | | | | | | | | | | | (376.4) | | |

| Issuance of shares for acquisition | | | 3,989,915 | | | | | | 1.0 | | | | | | 449.2 | | | | | | | | | | | | | | | | | | 450.2 | | |

| Stock plans | | | 222,693 | | | | | | 0.1 | | | | | | 25.7 | | | | | | (1.1) | | | | | | | | | | | | 24.7 | | |

| Balance at April 30, 2024 | | | 106,194,281 | | | | | | $ | 26.5 | | | | | $ | 5,713.9 | | | | | $ | 2,188.1 | | | | | $ | (234.6) | | | | | $ | 7,693.9 | |

Advertising Expense: Advertising costs are expensed as incurred and are included in SD&A in the Statements of Consolidated Income.

In 2024 and 2022, the computation of diluted earnings per share was more dilutive under the treasury stock method.

within one year.

For additional information, refer to Note 14: Income Taxes.

value or fair value less costs to sell.

Upon selling the Post common stock on November 15, 2023, the investment in equity securities was valued at $460.9.

We recognized a realized pre-tax loss of $30.7 on the investment, with $26.9 and $3.8 of the loss recognized during the years ended April 30, 2024 and 2023, respectively, which were included in other income (expense) – net in the Statements of Consolidated Income.

For additional information, see Note 10: Derivative Financial Instruments and Note 11: Other Financial Instruments and Fair Value Measurements.

amounts under these arrangements.

Recently Issued Accounting Standards: In March 2024, the SEC adopted the climate-related final rule SEC Release Nos. 33-11275 and 34-99678, *The Enhancement and Standardization of Climate-Related Disclosures for Investors*, which will require registrants to provide certain climate-related information in their registration statements and annual reports.

The rules will require the disclosure of significant effects of severe weather events and other natural conditions, as well as amounts related to carbon offsets and renewable energy credits or certificates, in the audited financial statements in certain circumstances.

Disclosure of the actual and potential material impacts of any identified climate-related risks on the registrant’s strategy, business model, and outlook will also be required, along with the process used to identify, assess, and manage these risks.

In addition, the rules require disclosure of material climate-related targets or goals, material Scope 1 and Scope 2 greenhouse gas emissions, and the methodology used to calculate those emissions.

In April 2024, the SEC stayed implementation of the final rule pending the outcome of a judicial review; however, we do not anticipate any impact to our financial statements upon adoption and continue to evaluate the impacts on our disclosures.

In December 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740) Improvements to Income Tax Disclosures*.

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

June 20, 2023

| *Description of the Matter* | | | At April 30, 2023, the Company’s total goodwill was $5.2 billion, of that, $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 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 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. | | |

*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. | | |

| | | | To test the estimated fair value of the 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 rates and profitability assumptions, we compared the significant assumptions used by management to current industry and economic trends. We assessed the historical accuracy of management’s 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, including, the weighted average cost of capital. Specifically, we evaluated the components of the weighted average cost of capital assumptions used by the Company by performing an independent corroborative calculation with the involvement of our valuation specialists. We also tested the allocation of goodwill by recalculating the amounts based on the estimated fair values of the U.S. Retail Pet Foods segment and the pet food brands disposal group. Furthermore, we have evaluated the Company’s disclosures in relation to the allocation of goodwill. | | |

(A)Special project costs include certain restructuring costs, which are recognized in cost of products sold and other special project costs.

| Balance at May 1, 2020 | | | 114,072,726 | | | | | | $ | 29.0 | | | | | $ | 5,794.1 | | | | | $ | 2,746.8 | | | | | $ | (379.0) | | | | | $ | 8,190.9 | |

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

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

| Other | | | | | | | | | (0.5) | | | | | | 0.5 | | | | | | — | | | | | | | | | | | | — | | |

Advertising Expense: Advertising costs are expensed as incurred.

and penalties, accounting in interim periods, and disclosure.

the estimated fair value of the assets.

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.

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

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

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

As of April 30, 2023, these amendments were not adopted by the SEC; however, we anticipate that the adoption of these amendments will have a material impact on our financial statements and disclosures.

During 2021, we substantially completed an organizational redesign related to our corporate headquarters and announced plans to close our Suffolk, Virginia facility as a result of a new strategic partnership for the production of our liquid coffee products.

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

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

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.

| Inventories | | | $ | 210.2 | |

| Goodwill | | | 790.3 | | |

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

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

Upon completion of this transaction, we recognized a pre-tax loss of $89.5.

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.

Upon completion of this transaction, we recognized a pre-tax gain of $114.8.

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 in 2023, and $1.4 billion in both 2022 and 2021, primarily included in the U.S. Retail Pet Foods segment.

| U.S. Retail Consumer Foods | | | 1,630.9 | | | | | | 1,707.2 | | | | | | 1,835.7 | | |

| U.S. Retail Consumer Foods | | | 352.6 | | | | | | 424.2 | | | | | | 472.5 | | |

| U.S. Retail Consumer Foods | | | 2,972.7 | | | | | | 2,692.1 | | | | | | 2,553.4 | | |

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: 2023] [added: 2024] (the “Evaluation Date”).

[removed: Other than the item discussed above, there] [added: Changes in Internal Controls: There] were no changes in internal control over financial reporting that occurred during the fourth quarter ended April 30, [removed: 2023,] [added: 2024,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial [removed: reporting.][added: reporting, except as noted below.]

On November 7, 2023, we acquired Hostess Brands, as discussed in Note 2: Acquisition in Part II, Item 8 in this Annual Report on Form 10-K.

As part of the purchase price allocation process, procedures were performed to validate the assets acquired and liabilities assumed, including existence testing and a preliminary valuation of the tangible and intangible assets acquired.

We are currently integrating Hostess Brands into our operations and internal control processes, and as permitted by the SEC rules and regulations for newly acquired businesses, we have excluded Hostess Brands from our assessment of the effectiveness of our internal controls over financial reporting of April 30, 2024.

Hostess Brands constituted $6,267.1 of our consolidated total assets as of April 30, 2024.

For the year then ended, Hostess Brands net sales was $637.3 and operating

income was $73.4, which excludes special project costs recognized within the segment.

Hostess Brands will be included in management’s evaluation of internal control over financial reporting as of April 30, 2025.

Management’s report on internal control over financial reporting and the attestation report of our independent registered public accounting firm are included on pages 49 and 50 of this Annual Report on Form 10-K, respectively.

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.

(c) Trading Plans

During 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

None.

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: 16, 2023.][added: 14, 2024.]

The information required by this Item as to the Company’s Insider Trading and Disclosure Policy is incorporated herein by reference to the information set forth under the caption “Description of Compensation Policies and Agreements with Executive Officers – Insider Trading Arrangements and Policies” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 14, 2024.

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: 16, 2023.][added: 14, 2024.]

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: 16, 2023.][added: 14, 2024.]

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: 16, 2023.][added: 14, 2024.]

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: 16, 2023.][added: 14, 2024.]

| [added: (a)(2)] | | | | | | See the Index to Financial Statements on page [removed: 43] [added: 48] of this Annual Report on Form 10-K. | | |

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

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex41.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/91419/000009141923000143/sjm20231031-10qex42.htm)] | | | [Description of Capital [removed: Stock](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex41.htm)] [added: Stock](https://www.sec.gov/Archives/edgar/data/91419/000009141923000143/sjm20231031-10qex42.htm)] | | |

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/91419/000119312511273396/d244108dex41.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex41.htm)2] | | | [Indenture, dated as of [removed: October 18, 2011,] [added: March 20, 2015,] between the Company and U.S. Bank National [removed: Association](http://www.sec.gov/Archives/edgar/data/91419/000119312511273396/d244108dex41.htm)] [added: Association, as trustee](https://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex41.htm)] | | |

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/91419/000119312511273396/d244108dex42.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex42.htm)3] | | | [First Supplemental Indenture, dated as of [removed: October 18, 2011,] [added: March 20, 2015, by and] among the Company, the guarantors party [removed: thereto,] [added: thereto] and U.S. Bank National [removed: Association](http://www.sec.gov/Archives/edgar/data/91419/000119312511273396/d244108dex42.htm)] [added: Association, as trustee](https://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex42.htm)] | | |

| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex41.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/91419/000119312517364964/d502236dex41.htm)4] | | | [removed: [Indenture,] [added: [Second Supplemental Indenture,] dated as of [removed: March 20, 2015,] [added: December 7, 2017,] between the Company and U.S. Bank National Association, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex41.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/91419/000119312517364964/d502236dex41.htm)] | | |

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex42.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/91419/000119312520068844/d884218dex41.htm)5] | | | [removed: [First] [added: [Third] Supplemental Indenture, dated as of March [removed: 20, 2015, by and among the Company,] [added: 9, 2020, between] the [removed: guarantors party thereto] [added: Company] and U.S. Bank National [removed: Association, as trustee](http://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex42.htm)] [added: Association.](https://www.sec.gov/Archives/edgar/data/91419/000119312520068844/d884218dex41.htm)] | | |

| [removed: [4.6](http://www.sec.gov/Archives/edgar/data/91419/000119312517364964/d502236dex41.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/91419/000119312521284182/d179526dex41.htm)6] | | | [removed: [Second] [added: [Fourth] Supplemental Indenture, dated as of [removed: December 7, 2017,] [added: September 24, 2021,] between the Company and U.S. Bank National [removed: Association, as trustee](http://www.sec.gov/Archives/edgar/data/91419/000119312517364964/d502236dex41.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/91419/000119312521284182/d179526dex41.htm)] | | |

| [removed: [4.7](http://www.sec.gov/Archives/edgar/data/91419/000119312520068844/d884218dex41.htm)] [added: [4.7](https://www.sec.gov/Archives/edgar/data/91419/000119312523263098/d549998dex41.htm)] | | | [removed: [Third] [added: [Fifth] Supplemental Indenture, dated as of [removed: March 9, 2020,] [added: October 25, 2023,] between the Company and U.S. Bank [removed: National Association.](http://www.sec.gov/Archives/edgar/data/91419/000119312520068844/d884218dex41.htm)] [added: Trust Company, N.A. (as successor to U.S. Bank N.A.)](https://www.sec.gov/Archives/edgar/data/91419/000119312523263098/d549998dex41.htm)] | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/91419/000119312511270080/d238964dex47.htm)9] [added: [4.](https://www.sec.gov/Archives/edgar/data/91419/000119312511270080/d238964dex47.htm)8] | | | [Third Amended and Restated Intercreditor Agreement, dated June 11, 2010, among the administrative agents and other parties identified [removed: therein](http://www.sec.gov/Archives/edgar/data/91419/000119312511270080/d238964dex47.htm)] [added: therein](https://www.sec.gov/Archives/edgar/data/91419/000119312511270080/d238964dex47.htm)] | | |

| [removed: [10.4](https://www.sec.gov/Archives/edgar/data/91419/000119312513087772/d478967dex103.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000119312513087772/d478967dex103.htm)[5](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, 2012*](https://www.sec.gov/Archives/edgar/data/91419/000119312513087772/d478967dex103.htm) | | |

| [removed: [10.5](https://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex103.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex103.htm)[6](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, 2020*](https://www.sec.gov/Archives/edgar/data/91419/000119312520175616/d920553dex103.htm) | | |

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/91419/000095015206007135/l22003aexv10w1.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000095015206007135/l22003aexv10w1.htm)[7](https://www.sec.gov/Archives/edgar/data/91419/000095015206007135/l22003aexv10w1.htm)] | | | [The J. M. Smucker Company 2006 Equity Compensation Plan, effective August 17, [removed: 2006*](http://www.sec.gov/Archives/edgar/data/91419/000095015206007135/l22003aexv10w1.htm)] [added: 2006*](https://www.sec.gov/Archives/edgar/data/91419/000095015206007135/l22003aexv10w1.htm)] | | |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/91419/000095012310079634/l40559exv10w1.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000095012310079634/l40559exv10w1.htm)[8](https://www.sec.gov/Archives/edgar/data/91419/000095012310079634/l40559exv10w1.htm)] | | | [The J. M. Smucker Company 2010 Equity and Incentive Compensation [removed: Plan*](http://www.sec.gov/Archives/edgar/data/91419/000095012310079634/l40559exv10w1.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/91419/000095012310079634/l40559exv10w1.htm)] | | |

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1010.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1010.htm)[9](https://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1010.htm)] | | | [Amendment No. 1 to The J. M. Smucker Company 2010 Equity and Incentive Compensation [removed: Plan*](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1010.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1010.htm)] | | |

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

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1026.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000119312515310563/d39655dex101.htm)12] | | | [Form of Restricted Stock [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1026.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000119312515310563/d39655dex101.htm)] | | |

| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1027.htm)] [added: [10.17](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1021.htm)] | | | [Form of Deferred Stock Units [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1027.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1021.htm)] | | |

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1028.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1028.htm)[1](https://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1028.htm)1] | | | [Form of Special One-Time Grant of Restricted Stock [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1028.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000119312513266625/d537487dex1028.htm)] | | |

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/91419/000119312515310563/d39655dex101.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1020.htm)6] | | | [Form of Restricted Stock [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000119312515310563/d39655dex101.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1020.htm)] | | |

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex101.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex101.htm)13] | | | [Form of Special One-Time Grant of Restricted Stock [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex101.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex101.htm)] | | |

| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex102.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex102.htm)[1](https://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex102.htm)4] | | | [Form of Special One-Time Grant of Deferred Stock Units [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex102.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141916000014/sjm20161031-10qex102.htm)] | | |

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1020.htm)] [added: [10.19](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex102.htm)] | | | [Form of Restricted Stock [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1020.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex102.htm)] | | |

| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1021.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1018.htm)18] | | | [Form of Deferred Stock Units [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141917000005/sjm43017-10kex1021.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1018.htm)] | | |

| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1019.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1019.htm)5] | | | [Form of Performance Units [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1019.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1019.htm)] | | |

| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1020.htm)] [added: [10.28](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1022.htm)] | | | [Form of [removed: Restricted] [added: Nonstatutory] Stock [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1020.htm)] [added: Option Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1022.htm)] | | |

| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1021.htm)] [added: [10.20](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex103.htm)] | | | [Form of Deferred Stock Units [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1021.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex103.htm)] | | |

| [removed: [10.21](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1018.htm)] [added: [10.26](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1023.htm)] | | | [Form of [removed: Deferred Stock] [added: Performance] Units [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1018.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1023.htm)] | | |

| [removed: [10.22](http://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex102.htm)] [added: [10.29](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex105.htm)] | | | [Form of [removed: Restricted] [added: Nonstatutory] Stock [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex102.htm)] [added: Option Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex105.htm)] | | |

| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex103.htm)] [added: [10.21](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex104.htm)] | | | [Form of [removed: Deferred Stock] [added: Performance] Units [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex103.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex104.htm)] | | |

| [removed: [10.24](http://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex104.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex103.htm)[3](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex103.htm)3] | | | [Form of Performance Units [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000151/sjm20201031-10qex104.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex103.htm)] | | |

| [removed: [10.25](http://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex101.htm)] [added: [10.22](https://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex101.htm)] | | | [Form of Special One-Time Grant of Restricted Stock Agreement (5-year Cliff [removed: Vest)*](http://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex101.htm)] [added: Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex101.htm)] | | |

| [removed: [10.26](http://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex102.htm)] [added: [10.23](https://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex102.htm)] | | | [Form of Special One-Time Grant of Restricted Stock Agreement (4-year Cliff [removed: Vest)*](http://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex102.htm)] [added: Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141919000024/sjm-20191031x10qex102.htm)] | | |

| [removed: [10.27](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1021.htm)] [added: [10.24](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1021.htm)] | | | [Form of Special One-Time Grant of Restricted Stock Agreement (3-year Cliff [removed: Vest)*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1021.htm)] [added: Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1021.htm)] | | |

| [removed: [10.28](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1022.htm)] [added: [10.25](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1022.htm)] | | | [Form of Special One-Time Grant of Restricted Stock Agreement (Age 60 [removed: Vest)*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1022.htm)] [added: Vest)*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1022.htm)] | | |

| [removed: [10.29](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1023.htm)] [added: [10.27](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1024.htm)] | | | [Form of [removed: Performance Units Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1023.htm)] [added: Nonstatutory Stock Option Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1024.htm)] | | |

| [removed: [10.30](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1024.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex102.htm)[3](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex102.htm)2] | | | [Form of Nonstatutory Stock Option [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141920000065/sjm43020-10kex1024.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex102.htm)] | | |

| [removed: [10.31](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1022.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm20230430_ex1040.htm)37] | | | [Form of Nonstatutory Stock Option [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/91419/000009141919000005/sjm43019-10kex1022.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141923000072/sjm20230430_ex1040.htm)] | | |

| [removed: [10.33](http://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex103.htm)] [added: [10.30](https://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex103.htm)] | | | [Form of Nonstatutory Stock Option Agreement between the Company and the Optionee (three-year [removed: vesting)*](http://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex103.htm)] [added: vesting)*](https://www.sec.gov/Archives/edgar/data/91419/000119312515101888/d892679dex103.htm)] | | |

| [removed: [10.34](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex101.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex101.htm)31] | | | [Form of Deferred Stock Unit Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141922000096/sjm20220731_ex101.htm) | | |

| [2.1](https://www.sec.gov/Archives/edgar/data/91419/000119312523233050/d507779dex21.htm) | | | [Agreement and Plan of Merger by and among The J.M. Smucker Company, Hostess Brands, Inc. and SSF Holdings, Inc. dated as of September 10, 2023](https://www.sec.gov/Archives/edgar/data/91419/000119312523233050/d507779dex21.htm) | | |

| [10.4](https://www.sec.gov/Archives/edgar/data/91419/000009141923000113/sjm20230731-10qex101.htm) | | | [Amendment No. 2 to The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan, dated as of June 26, 2023*](https://www.sec.gov/Archives/edgar/data/91419/000009141923000113/sjm20230731-10qex101.htm) | | |

| [10.41](https://www.sec.gov/Archives/edgar/data/91419/000009141924000054/sjm43024-10xkex1041.htm) | | | [Form of Deferred Stock Unit Agreement*](https://www.sec.gov/Archives/edgar/data/91419/000009141924000054/sjm43024-10xkex1041.htm) | | |

| [10.64](https://www.sec.gov/Archives/edgar/data/91419/000119312523244125/d532147dex101.htm) | | | [Term Loan Credit Agreement, dated as of September 27, 2023, among the Company, as borrower, Bank of America, N.A., as administrative agent, and the lenders party thereto](https://www.sec.gov/Archives/edgar/data/91419/000119312523244125/d532147dex101.htm) | | |

| [19](https://www.sec.gov/Archives/edgar/data/91419/000009141924000054/sjm43024-10xkex19.htm) | | | [The](https://www.sec.gov/Archives/edgar/data/91419/000009141924000054/sjm43024-10xkex19.htm) [J. M](https://www.sec.gov/Archives/edgar/data/91419/000009141924000054/sjm43024-10xkex19.htm)[. Smucker Company](https://www.sec.gov/Archives/edgar/data/91419/000009141924000054/sjm43024-10xkex19.htm) [Insider Trading and Disclosure Policy](https://www.sec.gov/Archives/edgar/data/91419/000009141924000054/sjm43024-10xkex19.htm) | | |

| [97](https://www.sec.gov/Archives/edgar/data/91419/000009141924000054/sjm43024-10xkex97.htm) | | | [The J.](https://www.sec.gov/Archives/edgar/data/91419/000009141924000054/sjm43024-10xkex97.htm) [](https://www.sec.gov/Archives/edgar/data/91419/000009141924000054/sjm43024-10xkex97.htm)[M. Smucker Company Clawback of Incentive Compensation Policy](https://www.sec.gov/Archives/edgar/data/91419/000009141924000054/sjm43024-10xkex97.htm) | | |

| | | | | | | | | |

| Mercedes Abramo | | | | | | Director | | | | | | June 18, 2024 | | |

| Tarang P. Amin | | | | | | Director | | | | | | June 18, 2024 | | |

| (a)(2) | | | | | | Financial Statement Schedules: | | |

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

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

| [10.42](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) | | |

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

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

| Paul J. Dolan | | | | | | Director | | | | | | June 20, 2023 | | |

| Sandra Pianalto | | | | | | Director | | | | | | June 20, 2023 | | |