þ | ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Ohio (State or other jurisdiction of incorporation or organization) |
34-0538550 (I.R.S. Employer Identification No.) |
|
One Strawberry Lane Orrville, Ohio (Address of principal executive offices) |
44667-0280 (Zip code) |
Title of each class | Name of each exchange on which registered | |
Common shares, no par value | New York Stock Exchange | |
Rights to purchase preferred shares | New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
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| The Company operates in the competitive food industry and relies on continued demand for the Companys products. | ||
The Company faces competition across its product lines from other food companies with the primary methods and factors in competition being product quality, price, packaging, new product introductions, nutritional value, convenience, customer service, advertising, and promotion. In order to generate future revenues and profits, the Company must continue to sell products that appeal to the Companys customers and consumers. Specifically, there are a number of trends in consumer preferences that may impact the Company and the food industry as a whole including convenience, consumer dietary trends, and obesity, health and nutritional concerns. Continued success is dependent on product innovation, the ability to secure and maintain adequate retail shelf space, and effective trade merchandising, advertising, and marketing programs. Some of the Companys competitors have substantial financial, marketing, and other resources, and competition with them in the Companys various markets and product lines could cause the Company to reduce prices, increase marketing or other expenditures, or lose category share. Category share and growth could be adversely impacted if the Company is not successful in introducing new products. | |||
| The Companys operations are subject to the general risks of the food industry. | ||
The food industry is subject to risks posed by food spoilage and contamination, product tampering, product recall, and consumer product liability claims. The Companys operations could be impacted by both genuine and fictitious claims regarding the Companys and competitors |
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products. In the event of product contamination or tampering, the Company may need to recall some of its products. A widespread product recall could result in significant loss due to the cost of conducting a product recall, including destruction of inventory and the loss of sales resulting from the unavailability of product for a period of time. The Company could also suffer losses from a significant product liability judgment against it. Either a significant product recall or a product liability judgment, involving either the Company or its competitors, could also result in a loss of consumer confidence in the Companys food products or the food category, and an actual or perceived loss of value of the Companys brands, materially impacting consumer demand. | |||
| Certain of the Companys products are sourced from single manufacturing sites. | ||
The Company has consolidated its production capacity for certain products into single manufacturing sites. It is possible the Company could experience a production disruption at these or any of its manufacturing sites resulting in a reduction or elimination of the availability of some of the Companys products. Should the Company not be able to obtain alternate production capability in a timely manner, a negative impact on the Companys operations could result. | |||
| Impairment in the carrying value of acquired goodwill or other intangible assets could negatively affect the Companys consolidated operating results and net worth. | ||
A significant portion of the Companys assets is goodwill and other intangible assets, the majority of which are not amortized but are reviewed at least annually for impairment. If the carrying value of these assets exceeds the current fair value, the asset is considered impaired and is reduced to fair value resulting in a noncash charge to earnings. Events and conditions that could result in impairment include increased competition or loss of market share, product innovation or obsolescence, or product claims that result in a significant loss of sales or profitability over the product life. At April 30, 2008, the carrying value of goodwill and other intangible assets totaled approximately $1.7 billion, compared to total assets of approximately $3.1 billion and total shareholders equity of approximately $1.8 billion. | |||
| The results of the Company may be adversely impacted as a result of limited availability and increases in the price of raw materials, including agricultural commodities and fuel. | ||
The Company utilizes many different commodities and agricultural products in the manufacturing of its products including peanuts, corn sweeteners, edible oils, sugar, fruit, wheat, milk, and cocoa. In addition, natural gas and fuel oil are necessary components of the manufacturing process, packaging, and distribution of the Companys products. These commodities and agricultural products are subject to price volatility caused by commodity market fluctuations, the quality and availability of supply, weather, currency fluctuations, speculative influences, trade agreements, political unrest, consumer demand, and changes in governmental agricultural programs. Although the Company utilizes forward contracts and commodity futures contracts to manage commodity prices in some instances, commodity price increases ultimately result in corresponding increases in the Companys raw material and energy costs. The Company may be limited in its ability to pass these cost increases on in the form of price increases or may incur a loss in sales volume to the extent pricing increases are taken. | |||
| The results of the Company may be adversely impacted by the growth in alternative energy markets. | ||
The Company competes for certain raw materials, notably corn and soy-based agricultural products, with the emerging bio-fuels industry. As this industry grows, the supply of these particular raw materials may be limited. Additionally, farm acreage currently devoted to other agricultural products utilized by the Company, may be converted to corn or soy resulting in higher cost for other agricultural products utilized by the Company. |
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| The Company may be unable to maintain or improve its profit margins in the face of a consolidating retail environment. In addition, the loss of the Companys largest customer could negatively impact its sales and profits. | ||
Sales to Wal-Mart Stores, Inc. and its subsidiaries amounted to approximately 20 percent of the Companys net sales in 2008. These sales are primarily included in the U.S. retail market segment. Trade receivables at April 30, 2008, included amounts due from Wal-Mart Stores, Inc. and its subsidiaries of $34,210,000. During 2008, the Companys top 10 customers, collectively, accounted for approximately 53 percent of consolidated net sales. The bankruptcy or loss of any large customer for an extended length of time could negatively impact the Companys operations. | |||
| Changes in tax, environmental, or other regulations and laws or failure to comply with existing licensing, trade, and other regulations and laws could have a material adverse effect on the Companys consolidated financial condition. | ||
The Companys operations are subject to regulation by the U.S. Departments of Agriculture, Commerce, and Labor, the U.S. Food and Drug Administration, the U.S. Federal Trade Commission, as well as similar and other authorities of Canada, various state, provincial and local governments, and voluntary regulatory and trade associations. | |||
The manufacturing, marketing, and distribution of food products is subject to governmental regulation that is increasingly extensive, encompassing such matters as ingredients, advertising, relations with distributors and retailers, health, safety, and the environment. | |||
Additionally, the Company is routinely subject to new or modified tax and securities regulations, other laws and regulation, and accounting and reporting standards. The Companys failure or inability to comply with these requirements could subject the Company to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions. | |||
| The results of the Company may be adversely impacted as a result of changes in defined benefit pension and other postretirement plan factors or regulations. | ||
The Company has defined benefit pension plans covering certain of its U.S. and Canadian employees. In addition to the defined benefit pension plans, the Company sponsors several unfunded, defined postretirement plans. The Companys obligations and expense associated with these plans are recorded in the Companys financial statements based on assumptions related to inflation, investment returns, mortality, employee turnover, rate of compensation increases, medical costs, and discount rates. Changes in any of these assumptions, as well as changes in regulations governing these plans, can cause volatility in recorded assets, liabilities, expense, and future funding requirements. | |||
| The Companys operations are subject to the general risks associated with acquisitions. | ||
The Companys stated long-term strategy is to own and market leading North American food brands sold in the center of the store. The Company has historically made strategic acquisitions of brands and businesses and will continue to do so in the future in support of this strategy. The success of past and future acquisitions is dependent on the Companys ability to successfully integrate acquired and existing operations. If the Company is unable to integrate acquisitions successfully, its financial results could suffer. Additional potential risks associated with acquisitions are the diversion of managements attention from other business concerns, additional debt leverage, the loss of key employees and customers of the acquired business, the assumption of unknown liabilities, disputes with sellers, and the inherent risk associated with the Company entering a line of business in which it has no prior experience. |
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| The Folgers combination will expose the Company to risks inherent in the retail coffee business. | ||
On June 4, 2008, the Company entered into various agreements with The Procter & Gamble Company providing for the business combination of the Folgers coffee business (Folgers) and the Company in an all-stock reverse Morris Trust transaction. Upon completion of the transactions, Folgers will represent the Companys largest single brand and the Company will be subject to a variety of risks associated with the coffee business. These risks include changes in consumer preferences, volatility in the prices of raw materials, the businesss reliance on a small number of key retail customers, consumer perceptions of the Folgers brand, competition in the retail coffee market, and other risks. | |||
| The integration of Folgers may not be successful or anticipated benefits from the transaction may not be realized. | ||
In addition to risks associated with the coffee business, the Company will also face the challenge of successfully integrating Folgers operations into its own. The integration process will require the Company to significantly expand the scope of its operations and financial systems. The Companys management will be required to devote a significant amount of time and attention to the process of integrating the operations of the Companys business and the coffee business. There is a significant degree of difficulty and management involvement inherent in that process. The Company may not be able to successfully or cost-effectively integrate the coffee business. The process of integrating the coffee business into the Companys operations may cause an interruption of, or loss of momentum in, the activities of the Companys business. If the Companys management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, the Companys business could suffer and its results of operations and financial condition may be harmed. | |||
Even if the Company is able to successfully combine the two business operations, it may not be possible to realize the full benefits of the increased sales volume and other benefits that are currently expected to result from the transactions, or realize these benefits within the time frame that is currently expected. For example, the elimination of duplicative costs may not be possible or may take longer than anticipated, or the benefits from the Folgers transaction may be offset by costs incurred or delays in integrating the companies. In addition, the benefits of the Folgers transaction may be offset by operating losses relating to changes in commodity or energy prices, or in increased competition, or by other risks and uncertainties. If the Company fails to realize the benefits it anticipates from the Folgers transaction, the Companys results of operations may be adversely affected. |
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Domestic Locations | Products Produced/Processed | |
Chico, California
|
Fruit and vegetable juices, beverages | |
Cincinnati, Ohio
|
Shortening and oils | |
El Paso, Texas
|
Canned milk | |
Grandview, Washington
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Grapes, red tart cherries, strawberries, cranberries, apples, boysenberries, blackberries, red raspberries, black raspberries, blueberries, and red currants | |
Havre de Grace, Maryland
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Fruit and vegetable juices, beverages | |
Lexington, Kentucky
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Peanut butter | |
Memphis, Tennessee
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Fruit spreads, toppings, syrups | |
New Bethlehem, Pennsylvania
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Peanut butter and Goober products | |
Orrville, Ohio
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Fruit spreads, toppings, syrups | |
Oxnard, California
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Strawberries | |
Ripon, Wisconsin
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Fruit spreads, toppings, syrups, condiments | |
Scottsville, Kentucky
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Uncrustables sandwiches | |
Seneca, Missouri
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Canned milk | |
Toledo, Ohio
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Bakery mixes and frostings | |
West Fargo, North Dakota
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Uncrustables sandwiches and Snackn Waffles ready-to-eat waffles |
International Locations | Products Produced/Processed | |
Delhi Township, Ontario, Canada
|
Pickles | |
Dunnville, Ontario, Canada
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Pickles and relish condiments | |
Sherbrooke, Quebec, Canada
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Canned milk | |
Ste. Marie, Quebec, Canada
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Fruit spreads, sweet spreads, industrial products |
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Years with | Served as an | |||||||
Name | Age | Company | Position | Officer Since | ||||
Timothy P. Smucker |
64 | 39 | Chairman and Co-Chief Executive Officer | 1973 | ||||
Richard K. Smucker |
60 | 35 | President and Co-Chief Executive Officer | 1974 | ||||
Dennis J. Armstrong |
53 | 29 | Vice President, Logistics and Operational Support (1) | 2007 | ||||
Mark R. Belgya |
47 | 23 | Vice President, Chief Financial Officer and Treasurer (2) | 1997 | ||||
Vincent C. Byrd |
53 | 31 | Senior Vice President, Consumer Market (3) | 1988 | ||||
John W. Denman |
51 | 29 | Vice President and Controller (4) | 2005 | ||||
Barry C. Dunaway |
45 | 21 | Vice President, Corporate Development | 2001 | ||||
M. Ann Harlan |
48 | 9 | Vice President, General Counsel and Secretary (5) | 2002 | ||||
Donald D. Hurrle, Sr. |
59 | 31 | Vice President, Sales, Grocery Market | 2001 | ||||
John F. Mayer |
52 | 28 | Vice President, Customer Development (6) | 2004 | ||||
Kenneth A. Miller |
59 | 28 | Vice President, Alternate Channels (7) | 2007 | ||||
Steven Oakland |
47 | 25 | Vice President and General Manager, Consumer Oils and | |||||
Baking | 1999 | |||||||
Andrew G. Platt |
52 | 25 | Vice President, Information Services and Chief | |||||
Information Officer (8) | 2004 | |||||||
Christopher P. Resweber |
46 | 20 | Vice President, Marketing Services (9) | 2004 | ||||
Julia L. Sabin |
48 | 24 | Vice President and General Manager, Smucker Quality | |||||
Beverages, Inc. (10) | 2007 | |||||||
Mark T. Smucker |
38 | 10 | Vice President, International (11) | 2001 | ||||
Paul Smucker Wagstaff |
38 | 12 | Vice President, Foodservice and Beverage Markets (12) | 2001 | ||||
Albert W. Yeagley |
60 | 34 | Vice President, Quality Assurance (13) | 2007 |
* | Included pursuant to Instruction 3 to Item 401(b) of Regulation S-K. | |
(1) | Mr. Armstrong was elected to his present position in February 2007, having served as Director, Corporate Operations since April 2006. Prior to that time he served as Director, Scottsville Operations since December 2004, and Director, Supply Chain Initiatives since July 2002. | |
(2) | Mr. Belgya was elected to his present position in January 2005, having served as Vice President and Treasurer from February 2004 to December 2004, and as Treasurer since June 2001. | |
(3) | Mr. Byrd was elected to his present position in February 2004, having served as Vice President and General Manager, Consumer Market since January 1995. | |
(4) | Mr. Denman was elected to his present position in August 2005, having served as Assistant Controller since May 2005. Prior to that time, he served as Chief Financial Officer, Canada since May 2004, and Assistant Controller since June 2001. |
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(5) | Ms. Harlan was elected Vice President in February 2004. She was elected Secretary in June 2003, having served as Assistant Secretary since August 2000. She was elected General Counsel in April 2002. | |
(6) | Mr. Mayer was elected to his present position in August 2004, having served as Director, Customer Development since September 1993. | |
(7) | Mr. Miller was elected to his present position in February 2007, having served as General Manager, Alternate Channels since September 2005. Prior to that time, he served as Director, Marketing/Sales Alternate Channels since November 2001. | |
(8) | Mr. Platt was elected to his present position in February 2004, having served as Director, Business Technology from August 2002 to January 2004. Prior to that time, he served as Director, Customer Service since February 1997. | |
(9) | Mr. Resweber was elected to his present position in August 2004, having served as Director, Marketing Services and Consumer Direct since April 2001. | |
(10) | Ms. Sabin was elected to her present position in February 2007, having served as General Manager, Smucker Quality Beverages, Inc. since February 1998. | |
(11) | Mr. Mark Smucker was elected to his present position in July 2007, having served as Vice President, International and Managing Director, Canada since May 2006. Prior to that time, he served as Vice President and Managing Director, Canada since June 2004 and as Vice President and General Manager, International Market since November 2001. | |
(12) | Mr. Wagstaff was elected to his present position in May 2006, having served as Vice President and General Manager, Foodservice Market, since November 2001. | |
(13) | Mr. Yeagley was elected to his present position in February 2007, having served as Director, Corporate Quality Assurance since July 2001. |
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(a) | (b) | (c) | (d) | |||||||||||||
Maximum number (or | ||||||||||||||||
Total number of | approximate dollar | |||||||||||||||
shares purchased as | value) of shares | |||||||||||||||
part of publicly | that may yet be | |||||||||||||||
Total number of | Average price | announced plans or | purchased under the | |||||||||||||
Period | shares purchased | paid per share | programs | plans or programs | ||||||||||||
February 1,
2008 February 28, 2008 |
313,800 | $ | 50.84 | 313,800 | 4,727,022 | |||||||||||
March 1,
2008 March 31, 2008 |
982,862 | $ | 51.14 | 982,800 | 3,744,222 | |||||||||||
April 1,
2008 April 30, 2008 |
| | | 3,744,222 | ||||||||||||
Total |
1,296,662 | $ | 51.07 | 1,296,600 | 3,744,222 | |||||||||||
Information set forth in the table above represents activity in the Companys fourth fiscal quarter. |
(a) | Shares in this column include shares repurchased as part of publicly announced plans as well as shares repurchased from stock plan recipients in lieu of cash payments. | ||
(d) | Since August 2004, the Companys Board of Directors has authorized management to repurchase up to 10 million common shares as presented in the following table. |
Common shares | ||||
Date of Board | authorized for | |||
authorizations | repurchase | |||
August 2004 |
1,000,000 | |||
January 2006 |
2,000,000 | |||
April 2006 |
2,000,000 | |||
January 2008 |
5,000,000 | |||
Total |
10,000,000 | |||
The buyback program will be implemented at managements discretion with no established expiration date. The Company has repurchased a total of 6,255,778 common shares from November 2004 through April 30, 2008, under the buyback program authorized by the Companys Board of Directors. At April 30, 2008, 3,744,222 common shares remain available for repurchase under this program. |
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(a)(1)
|
Financial Statements | |
See the Index to Financial Statements and Financial Statement Schedule, which is included on page F-1 of this Report. | ||
(a)(2)
|
Financial Statement Schedule | |
The following financial statement schedule, located at page F-2 of this Report, is included in Part II, Item 8 of this Report: Schedule II Valuation and Qualifying Accounts. | ||
(a)(3)
|
Exhibits | |
See the Index of Exhibits at page number 18 of this Report. |
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Date: June 27, 2008 | The J. M. Smucker Company |
|||
By: | /s/ Mark R. Belgya | |||
Mark R. Belgya | ||||
Vice President, Chief Financial Officer and Treasurer | ||||
Signature | Title | Date | ||
*
|
||||
Timothy P. Smucker
|
Chairman, Co-Chief Executive Officer, and Director (Principal Executive Officer) | June 27, 2008 | ||
*
|
||||
Richard K. Smucker
|
President, Co-Chief Executive Officer, and Director (Principal Executive Officer) | June 27, 2008 | ||
/s/ Mark R. Belgya
|
||||
Mark R. Belgya
|
Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | June 27, 2008 | ||
* |
||||
John W. Denman
|
Vice President and Controller (Principal Accounting Officer) | June 27, 2008 | ||
*
|
||||
Vincent C. Byrd
|
Director | June 27, 2008 | ||
*
|
||||
R. Douglas Cowan
|
Director | June 27, 2008 | ||
*
|
||||
Kathryn W. Dindo
|
Director | June 27, 2008 | ||
*
|
||||
Paul J. Dolan
|
Director | June 27, 2008 | ||
*
|
||||
Elizabeth Valk Long
|
Director | June 27, 2008 | ||
*
|
||||
Nancy Lopez Knight
|
Director | June 27, 2008 | ||
*
|
||||
Gary A. Oatey
|
Director | June 27, 2008 | ||
*
|
||||
William H. Steinbrink
|
Director | June 27, 2008 |
* | The undersigned, by signing her name hereto, does sign and execute this report pursuant to the powers of attorney executed by the above-named officers and directors of the registrant, which are being filed herewith with the Securities and Exchange Commission on behalf of such officers and directors. |
Date: June 27, 2008 | By: | /s/ M. Ann Harlan | ||
M. Ann Harlan | ||||
Attorney-in-Fact |
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Exhibit No. | Description | |
2.1
|
Asset Purchase Agreement, dated July 19, 2006, by and between horizon Milling G.P., as Purchaser, and Smucker Foods of Canada Co., as Seller incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended July 31, 2006 (Commission File 001-5111). | |
2.2
|
Agreement and Plan of Merger, dated March 31, 2007, by and among The J. M. Smucker Company, EF Acquisition Company, Eagle Family Foods Holdings, Inc., and Craig Steinke, as Stockholders Representative incorporated herein by reference to the Companys Annual Report on Form 10-K for the year ended April 30, 2007 (Commission File 001-5111). | |
2.3
|
Transaction Agreement, dated June 4, 2008, by and among The Procter & Gamble Company, The Folgers Coffee Company, The J. M. Smucker Company, and Moon Merger Sub, Inc. incorporated herein by reference to the Companys Current Report on Form 8-K filed on June 5, 2008. | |
2.4
|
Separation Agreement, dated June 4, 2008, by and among The Procter & Gamble Company, The Folgers Coffee Company, and The J. M. Smucker Company incorporated herein by reference to the Companys Current Report on Form 8-K filed on June 5, 2008. | |
3.1
|
Amended Articles of Incorporation incorporated herein by reference to Amendment No. 3 to the Companys Registration Statement on Form S-4 filed on February 28, 2002 (Commission File 001-5111). | |
3.2
|
Amended Regulations incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2000 (Commission File 001-5111). | |
4
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Amended and Restated Rights Agreement, dated as of August 28, 2000, by and between the Company and Computershare Investor Services, LLC (successor to Harris Trust and Savings Bank) incorporated herein by reference to the Companys Registration Statement on Form 8-A filed on August 28, 2000, as amended by Amendment No. 1 thereto, dated as of October 9, 2001, incorporated herein by reference to the Companys Registration Statement on Form 8-A filed on October 22, 2001 (Commission File 001-5111). | |
10.1
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1987 Stock Option Plan incorporated herein by reference to the Companys Annual Report on Form 10-K for the year ended April 30, 1994 (Commission File No. 001-5111). * | |
10.2
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Management Incentive Plan incorporated herein by reference to the Companys Annual Report on Form 10-K for the year ended April 30, 1996 (Commission File No. 001-5111). * | |
10.3
|
Nonemployee Director Stock Plan dated January 1, 1997 incorporated herein by reference to the Companys Annual Report on Form 10-K for the year ended April 30, 1997 (Commission File No. 001-5111). * | |
10.4
|
1998 Equity and Performance Incentive Plan (as amended and restated effective as of June 6, 2005) incorporated herein by reference to the Companys Current Report on Form 8-K filed on June 9, 2005 (Commission File No. 001-5111). * | |
10.5
|
Form of Restricted Shares Agreement incorporated herein by reference to the Companys Current Report on Form 8-K filed on June 9, 2005 (Commission File No. 001-5111). * |
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Exhibit No. | Description | |
10.6
|
Form of Deferred Shares Agreement incorporated herein by reference to the Companys Current Report on Form 8-K filed on June 9, 2005 (Commission File No. 001-5111). * | |
10.7
|
Top Management Supplemental Retirement Benefit Plan (May 1, 1999 Restatement) incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended July 31, 1999 (Commission File No. 001-5111). * | |
10.8
|
Consulting and Noncompete Agreements incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended July 31, 2002 (Commission File 001-5111). * | |
10.9
|
Voluntary Deferred Compensation Plan incorporated herein by reference to the Companys Annual Report on Form 10-K Amendment No. 1 for the year ended April 30, 2003 (Commission File 001-5111). * | |
10.10
|
Amended and Restated 1997 Stock-Based Incentive Plan incorporated herein by reference to the Companys Annual Report on Form 10-K for the year ended April 30, 2005 (Commission File 001-5111). * | |
10.11
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Amended and Restated Nonemployee Director Stock Option Plan, effective August 19, 2005, incorporated herein by reference to the Companys Current Report on Form 8-K filed on August 24, 2005 (Commission File No. 001-5111). * | |
10.12
|
The J. M. Smucker Company 2006 Equity Compensation Plan, effective August 17, 2006, incorporated herein by reference to the Companys Current Report on Form 8-K filed on August 21, 2006 (Commission File 001-5111). * | |
10.13
|
Form of Restricted Stock Agreement incorporated herein by reference to the Companys Current Report on Form 8-K filed on April 20, 2007 (Commission File No. 001-5111). * | |
10.14
|
Form of Deferred Stock Units Agreement incorporated herein by reference to the Companys Current Report on Form 8-K filed on April 20, 2007 (Commission File No. 001-5111). * | |
10.15
|
The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan, effective January 1, 2007, incorporated herein by reference to the Companys Current Report on Form 8-K filed on October 30, 2006 (Commission File 001-5111).* | |
10.16
|
Defined Contribution Supplemental Executive Retirement Plan, effective May 1, 2008, incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2007 (Commission File 001-5111). * | |
10.17
|
Amended and Restated Asset Purchase and Sale Agreement, dated as of October 24, 2001, by and among General Mills, Inc., The Pillsbury Company, and International Multifoods Corporation incorporated herein by reference to International Multifoods Corporation Current Report on Form 8-K dated November 13, 2001 (Commission File No. 001-6699). | |
10.18
|
Retail Trademark License Agreement, dated November 13, 2001, between The Pillsbury Company and International Multifoods Corporation incorporated herein by reference to International Multifoods Corporation Quarterly Report on Form 10-Q for the quarter ended December 1, 2001 (Commission File No. 001-6699). |
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Exhibit No. | Description | |
10.19
|
Amendment to Retail Trademark License Agreement, dated December 23, 2002, between The Pillsbury Company and International Multifoods Corporation incorporated herein by reference to International Multifoods Corporation Annual Report on Form 10-K for the year ended March 1, 2003 (Commission File No. 001-6699). | |
10.20
|
Closing Agreement, dated as of November 13, 2001, by and among General Mills, Inc., The Pillsbury Company, and International Multifoods Corporation, incorporated herein by reference to International Multifoods Corporation Current Report on Form 8-K dated November 13, 2001 (Commission File No. 001-6699). | |
10.21
|
Omnibus Amendment Agreement, dated as of January 16, 2003, by and among General Mills, Inc., The Pillsbury Company, International Multifoods Corporation, and Sebesta Blomberg & Associates, Inc. incorporated herein by reference to International Multifoods Corporation Current Report on Form 8-K dated January 27, 2003 (Commission File No. 001-6699). | |
10.22
|
Note Purchase Agreement, dated as of June 16, 1999, incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended July 31, 1999 (Commission File No. 001-5111). | |
10.23
|
First Amendment, dated as of November 30, 2001, to Note Purchase Agreement, dated as of June 16, 1999, incorporated herein by reference to the Companys Annual Report on Form 10-K for the year ended April 30, 2004 (Commission File 001-5111). | |
10.24
|
Second Amendment, dated May 27, 2004, to Note Purchase Agreement, dated as of June 16, 1999, incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended July 31, 2007 (Commission File 001-5111). | |
10.25
|
Third Amendment, dated May 31, 2007, to Note Purchase Agreement, dated as of June 16, 1999, incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended July 31, 2007 (Commission File 001-5111). | |
10.26
|
Note Purchase Agreement, dated as of August 23, 2000, incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2000 (Commission File 001-5111). | |
10.27
|
First Amendment, dated as of November 30, 2001, to Note Purchase Agreement, dated as of August 23, 2000, incorporated herein by reference to the Companys Annual Report on Form 10-K for the year ended April 30, 2004 (Commission File 001-5111). | |
10.28
|
Second Amendment, dated May 27, 2004, to Note Purchase Agreement, dated as of August 23, 2000, incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended July 31, 2007 (Commission File 001-5111). | |
10.29
|
Third Amendment, dated May 31, 2007, to Note Purchase Agreement, dated as of August 23, 2000, incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended July 31, 2007 (Commission File 001-5111). | |
10.30
|
Note Purchase Agreement, dated as of May 27, 2004, by and among The J. M. Smucker Company and each of the Purchasers signatory thereto incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended July 31, 2004 (Commission File 001-5111). |
20
Exhibit No. | Description | |
10.31
|
First Amendment, dated May 31, 2007, to Note Purchase Agreement, dated as of May 27, 2004, incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended July 31, 2007 (Commission File 001-5111). | |
10.32
|
Credit Agreement, dated as of June 18, 2004, by and among The J. M. Smucker Company, as U.S. Borrower, J.M. Smucker (Canada) Inc., as Canadian Borrower, the lenders named therein, as lenders, KeyBank National Association, as Lead Arranger and Administrative Agent, and Bank of Montreal, as Canadian Funding Agent and Document Agent incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended July 31, 2004 (Commission File 001-5111). | |
10.33
|
First Amendment, dated as of January 31, 2006, to Credit Agreement, dated as of June 18, 2004, by and among The J. M. Smucker Company, as U.S. Borrower, Smucker Foods of Canada Co., as Canadian Borrower, the lenders named therein, as lenders, KeyBank National Association, as lead Arranger and Administrative Agent, and Bank of Montreal, as Canadian Funding Agent and Syndication Agent incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended January 31, 2006 (Commission File 001-5111). | |
10.34
|
Second Amendment, dated as of April 25, 2007, to Credit Agreement, dated as of June 18, 2004, by and among The J. M. Smucker Company, as Borrower, Smucker Foods of Canada Co., as Canadian Borrower, the lenders named therein, as lenders, KeyBank National Association, as lead Arranger and Administrative Agent, and Bank of Montreal, as Canadian Funding Agent and Syndication Agent incorporated herein by reference to the Companys Current Report on Form 8-K filed April 30, 2007 (Commission File 001-5111). | |
10.35
|
Third Amendment, dated as of May 31, 2007, to Credit Agreement, dated as of June 18, 2004, by and among The J. M. Smucker Company, as Borrower, Smucker Foods of Canada Co., as Canadian Borrower, the lenders named therein, as lenders, KeyBank National Association, as lead Arranger and Administrative Agent, and Bank of Montreal, as Canadian Funding Agent and Syndication Agent, incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended July 31, 2007 (Commission File 001-5111). | |
10.36
|
Note Purchase Agreement, dated as of May 31, 2007, by and among The J. M. Smucker Company and each of the Purchasers signatory thereto, incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended July 31, 2007 (Commission File 001-5111). | |
10.37
|
Fiscal Agency Agreement, dated as of December 17, 2001, among International Multifoods Corporation, as Issuer, Diageo plc, as Guarantor, JP Morgan Chase Bank, as Fiscal Agent and Principal Paying Agent, and J.P. Morgan Bank Luxembourg S.A., as Paying Agent incorporated herein by reference to International Multifoods Corporation Quarterly Report on Form 10-Q for the quarter ended December 1, 2001 (Commission File No. 001-6699). | |
10.38
|
Stock Purchase Agreement, dated as of July 29, 2002, between International Multifoods Corporation and Wellspring Distribution Corp. incorporated herein by reference to International Multifoods Corporation Current Report on Form 8-K dated July 30, 2002 (Commission File No. 001-6699). | |
10.39
|
Share Sale Agreement related to shares in HJF Acquisition Corporation, dated as of May 12, 2004, between The J. M. Smucker Company and SPC Ardmona Limited incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended July 31, 2004 (Commission File 001-5111). |
21
Exhibit No. | Description | |
10.40
|
Deed of Variation to Share Sale Agreement related to shares in HJF Acquisition Corporation, dated as of June 16, 2004, between The J. M. Smucker Company and SPC Ardmona Limited incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended July 31, 2004 (Commission File 001-5111). | |
10.41
|
Purchase Agreement, dated January 13, 2005, by and among International Multifoods Corporation, Multifoods Brands, Inc., Fantasia Confections, Inc., Robin Hood Multifoods Corporation, The J. M. Smucker Company, Value Creation Partners, Inc., Best Brands Corp., and IMCB Corp. incorporated herein by reference to the Companys Annual Report on Form 10-K for the year ended April 30, 2005 (Commission File 001-5111). | |
10.42
|
Letter Agreement, dated January 24, 2005, and Amendment to Purchase Agreement, dated February 18, 2005, by and among International Multifoods Corporation, Multifoods Brands, Inc., Fantasia Confections, Inc., Smucker Foods of Canada Co. (formerly known as Robin Hood Multifoods Corporation), The J. M. Smucker Company, Value Creation Partners, Inc., Best Brands Corp., and IMCB Corp. incorporated herein by reference to the Companys Annual Report on Form 10-K for the year ended April 30, 2005 (Commission File 001-5111). | |
10.43
|
Consulting Agreement, dated June 30, 2007, by and among The J. M. Smucker Company and John D. Milliken (Commission File 001-5111). * | |
10.44
|
Consulting Agreement, dated August 1, 2007, by and among The J. M. Smucker Company and Richard F. Troyak (Commission File 001-5111). * | |
10.45
|
Consulting Agreement, dated December 21, 2007, by and among The J. M. Smucker Company and Robert E. Ellis incorporated herein by reference to the Companys Current Report on Form 8-K filed December 21, 2007 (Commission File 001-5111). * | |
13
|
Excerpts from 2008 Annual Report to Shareholders. Such Annual Report, except those portions thereof that are expressly incorporated herein by reference, is furnished for the information of the Commission only and is not deemed to be filed as part of this Annual Report on Form 10-K. | |
21
|
Subsidiaries of the Registrant | |
23
|
Consent of Independent Registered Public Accounting Firm | |
24
|
Powers of Attorney | |
31.1
|
Certifications of Timothy P. Smucker pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act | |
31.2
|
Certifications of Richard K. Smucker pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act | |
31.3
|
Certifications of Mark R. Belgya pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act | |
32
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 |
* | Management contract or compensatory plan or arrangement. |
22
Form | Annual | |||||||
10-K | Report to | |||||||
Report | Shareholders | |||||||
Data incorporated by reference to the 2008 Annual Report
to Shareholders of The J. M. Smucker Company: |
||||||||
Report of Management on Internal Control Over Financial Reporting |
27 | |||||||
Report of Independent Registered Public Accounting Firm on
Internal Control Over Financial Reporting |
28 | |||||||
Report of Independent Registered Public Accounting Firm on
the Consolidated Financial Statements |
29 | |||||||
Consolidated Balance Sheets at April 30, 2008 and 2007 |
3233 | |||||||
For the years ended April 30, 2008, 2007, and 2006: |
||||||||
Statements of Consolidated Income |
31 | |||||||
Statements of Consolidated Cash Flows |
34 | |||||||
Statements of Consolidated Shareholders Equity |
35 | |||||||
Notes to Consolidated Financial Statements |
3663 | |||||||
Consolidated financial statement schedule at April 30, 2008,
or for the years ended April 30, 2008, 2007, and 2006: |
||||||||
II. Valuation and qualifying accounts |
F-2 |
Balance at | Charged to | Charged to | Balance at | |||||||||||||||||
Beginning | Costs and | Other | Deductions | End of | ||||||||||||||||
Classification | of Year | Expenses | Accounts | (A) | Year | |||||||||||||||
2008: |
||||||||||||||||||||
Valuation allowance for
deferred tax assets |
$ | 16,626 | $ | (6,736 | ) | $ | | $ | | $ | 9,890 | |||||||||
Allowance for doubtful accounts |
821 | 233 | | 143 | 911 | |||||||||||||||
$ | 17,447 | $ | (6,503 | ) | $ | | $ | 143 | $ | 10,801 | ||||||||||
2007: |
||||||||||||||||||||
Valuation allowance for
deferred tax assets |
$ | 24,024 | $ | (7,607 | ) | $ | 209 | $ | | $ | 16,626 | |||||||||
Allowance for doubtful accounts |
1,210 | (415 | ) | | (26 | ) | 821 | |||||||||||||
$ | 25,234 | $ | (8,022 | ) | $ | 209 | $ | (26 | ) | $ | 17,447 | |||||||||
2006: |
||||||||||||||||||||
Valuation allowance for
deferred tax assets |
$ | 24,280 | $ | 688 | $ | (944 | ) | $ | | $ | 24,024 | |||||||||
Allowance for doubtful accounts |
976 | (1,375 | ) | | (1,609 | ) | 1,210 | |||||||||||||
$ | 25,256 | $ | (687 | ) | $ | (944 | ) | $ | (1,609 | ) | $ | 25,234 | ||||||||
(A) | Uncollectible accounts written off, net of recoveries. |
F-2