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 | 34-0538550 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
One Strawberry Lane Orrville, Ohio |
44667-0280 | |
(Address of principal executive offices) | (Zip code) |
Title of each class | Name of each exchange on which registered | |
Common shares, no par value Rights to purchase preferred shares |
New York Stock Exchange 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. | |||
| Consumers may shift purchases to lower-priced private label or other value offerings during economic downturns, which may adversely affect the Companys results of operations. | ||
During economic downturns, consumers may be less willing or able to pay a price differential for the Companys branded products, and may increasingly purchase more lower-priced offerings and may forego some purchases altogether. The Company has experienced increased competitive pressure from private label products during recent periods. Retailers may also increase levels of promotional activity for lower-priced or value offerings as they seek to maintain sales volumes during times of economic uncertainty. Accordingly, economic downturns could reduce sales volumes of the Companys branded products or lead to a shift in sales mix toward its lower margin offerings, which could have an adverse effect on its results of operations. | |||
| The success of the Companys business depends substantially on consumer perceptions of its brands. | ||
The Company believes that maintaining and continually enhancing the value of its brands is critical to the success of its business. Brand value is based in large part on consumer perceptions. Success in promoting and enhancing brand value depends in large part on the Companys ability to provide high quality products. Brand value could diminish significantly as a result of a number of factors, such as if the Company fails to preserve the quality of its products, if the Company is perceived to act in an irresponsible manner, if the Company or its brands |
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otherwise receive negative publicity, if the brands fail to deliver a consistently positive consumer experience or if the products become unavailable to consumers. If the Companys brand values are diminished, the Companys revenues and operating results could be materially adversely affected. In addition, anything that adversely affects the Pillsbury®, Carnation®, Borden®, or Dunkin Donuts® brand could adversely affect the success of the Companys exclusive licensing agreements with the owners of these brands. | |||
| The Companys proprietary coffee brands, packaging designs, and roasting methods are essential to the value of the coffee business and the inability to protect these could harm the value of its brands and adversely affect its sales and profitability. | ||
The success of the coffee business depends significantly on its brands, know-how, and other intellectual property. The Company relies on a combination of trademarks, service marks, trade secrets, patents, copyrights, and similar rights to protect its intellectual property. The success of the Companys growth strategy depends on its continued ability to use its existing trademarks and service marks in order to maintain and increase brand awareness and further develop its brand. If the Companys efforts to protect its intellectual property are not adequate, or if any third party misappropriates or infringes on its intellectual property, the value of the Companys brand may be harmed, which could have a material adverse effect on its business. From time to time, the Company is engaged in litigation to protect its intellectual property, which could result in substantial costs to the Company as well as diversion of management attention. | |||
Additionally, the Company considers its proprietary roasting methods essential to the consistent flavor and richness of its coffee products and, therefore, essential to its brands. Because many of the roasting methods used by the Company are not protected by patents, it may be difficult for the Company to prevent competitors from copying its roasting methods if such methods become known. The Company also believes that its packaging innovations, such as brick packaging technology and its AromaSealTM canisters, are important to the coffee business marketing and operational efforts. If the Companys competitors copy its roasting or packaging methods or develop more advanced roasting or packaging methods, the value of the Folgers® coffee brand may be diminished, and the Company could lose customers to its competitors. | |||
| 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 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. | |||
Since January 2009, peanut butter and other peanut products manufactured with peanuts sourced from an unrelated third-party manufacturer, Peanut Corporation of America (PCA), facilities in Georgia and Texas have been the subject of product recalls. While the Companys Jif®, Smuckers®, Adams®, Laura Scudders® and Smuckers Uncrustables® products are not involved in the PCA recalls, sales of the Companys peanut butter products have been adversely affected by the recall during the fourth quarter of 2009. The Company does not expect this recall to have a long-term impact on the peanut butter business. |
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| The Company could be subject to adverse publicity or claims from consumers. | ||
Certain of the Companys products contain caffeine and other active compounds, the health effects of which are the subject of increasing public scrutiny, including the suggestion that consumption of coffee, caffeine and other active compounds may have adverse health effects. An unfavorable report on the health effects of caffeine or other compounds present in the Companys products, product recalls or negative publicity or litigation arising from other health risks could significantly reduce the demand for the Companys products. | |||
The Company may also be subject to complaints from or litigation by consumers who allege food and beverage-related illness, or other quality, health or operational concerns. Adverse publicity resulting from such allegations could materially adversely affect the Company, regardless of whether such allegations are true or whether the Company is ultimately held liable. A lawsuit or claim could result in an adverse decision against the Company, which could have a material adverse effect on its business, financial condition and results of operations. | |||
| 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. | |||
| The Companys business could be harmed by strikes or work stoppages. | ||
As of April 30, 2009, approximately 34 percent of the Companys employees, located at 11 facilities, are covered by union contracts. These contracts vary in term depending on location. The Company cannot assure that it will be able to negotiate 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 new collective bargaining agreements, or as a result of disputes under collective bargaining agreements with labor unions, the Companys business, financial condition, and results of operations could be materially adversely affected. | |||
| If there is a significant interruption in the operation of any of the Companys facilities or third-party distribution centers, the Company may not have the capacity to service its customers in a timely manner, thereby reducing its revenues and earnings. | ||
A significant interruption in the operation of any of the Companys facilities or third-party distribution centers, particularly facilities in New Orleans where approximately 80 percent of the Companys coffee production capacity is located, whether as a result of a natural disaster, flu pandemic, or other causes, could significantly impair the Companys ability to operate its business. For example, in August 2005, Hurricane Katrina caused catastrophic damage to the New Orleans area. Following the hurricane, production at the New Orleans facility was interrupted for approximately two months, resulting in a significant decline in coffee revenues for the first half of fiscal 2006. A significant interruption in the operation of one of the Companys facilities or third-party distribution centers may affect its ability to service all of its customers, and business may be lost to its competitors, resulting in a material adverse effect to the Companys revenues, earnings, and financial position. |
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| The effects of a potential pandemic illness could adversely affect the Companys businesses. | ||
An outbreak of pandemic illness in a given location could severely interfere with and substantially disrupt the Companys supply chain impacting the manufacture and/or shipment of the Companys products and could have a material adverse effect on its operations. A prolonged recurrence of a pandemic illness could also adversely affect the Companys customers and cause an immediate and prolonged drop in consumer demand for the Companys products. Any of these events could adversely affect the Companys financial condition and results of operations. The general impact, if any, of a pandemic illness on the Companys operations, its results of operations and financial condition is highly speculative, cannot be accurately predicted or quantified, and would depend on numerous factors, including the rate of contagion, the regions most affected, the effectiveness of treatment for the infected population and the rates of mortality and morbidity. | |||
| 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 a sustained drop in the market price of the Companys common shares, 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, 2009, the carrying value of goodwill and other intangible assets totaled approximately $5.9 billion, compared to total assets of approximately $8.2 billion and total shareholders equity of approximately $4.9 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 green coffee, 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 and option 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 Companys efforts to manage commodity and other price volatility through derivative instruments could adversely affect its results of operations and financial condition. | ||
The Company uses derivative instruments, including commodity futures and options, to reduce the price volatility associated with anticipated commodity purchases. The extent of the Companys derivative position at any given time depends on the Companys assessment of the markets for these commodities. If the Company fails to take a derivative position and prices subsequently increase, or if it institutes a position and prices subsequently decrease, the Companys costs may be greater than anticipated and financial results could be adversely affected. In addition, the Companys liquidity may be adversely impacted by the cash margin requirements of the commodities exchanges or the failure of a counterparty to perform in accordance with a contract. |
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| Increases in logistics and other transportation-related costs could materially adversely impact the Companys results of operations. The Companys ability to competitively serve customers depends on the availability of reliable transportation. | ||
Logistics and other transportation-related costs have a significant impact on the Companys earnings and results of operations. The Company uses multiple forms of transportation to bring the Companys products to market. They include ships, trucks, intermodals, and railcars. Disruption to the timely supply of these services or increases in the cost of these services for any reason, including availability or cost of fuel, regulations affecting the industry, labor shortages in the transportation industry, service failures by third-party service providers, or natural disasters (which may impact the transportation infrastructure or demand for transportation services), could have an adverse effect on the Companys ability to serve its customers, and could have a material adverse effect on financial performance. | |||
| The results of the Company may be adversely impacted by 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. Growth in the bio-fuels industry, which is typically linked to increases in gasoline and diesel prices, may limit the supply of certain raw materials available to the Company. 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. | |||
| 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 24 percent of the Companys net sales in 2009. These sales are primarily included in the three U.S. retail market segments. Trade receivables at April 30, 2009, included amounts due from Wal-Mart Stores, Inc. and its subsidiaries of approximately $73.2 million. During 2009, the Companys top 10 customers, collectively, accounted for approximately 61 percent of consolidated net sales. The Company expects that a significant portion of its revenues will continue to be derived from a small number of customers. The Companys customers are generally not contractually obligated to purchase from the Company. These customers make purchase decisions based on a combination of price, product quality, consumer demand, customer service performance, their desired inventory levels, and other factors. Changes in customers strategies, including a reduction in the number of brands they carry or a shift of shelf space to private label products may adversely affect sales. Additionally, the Companys customers may face financial or other difficulties that may impact their operations and their purchases from the Company, which could adversely affect results of operations. Customers also may respond to price increases by reducing distribution, resulting in reduced sales of the Companys products. If sales of products to one or more of these customers are reduced, this reduction may have a material adverse effect on the Companys business, financial condition, and results of operations. Bankruptcy or other business disruption of a significant customer could adversely affect the Companys results of operations. | |||
| The Company uses a single national broker to represent a significant portion of the Companys branded products to the retail grocery trade and any failure by the broker to effectively represent the Company would adversely affect the Companys business. | ||
The Company uses a single national broker to represent a significant portion of branded products to the retail grocery trade. The Companys business would suffer substantial disruption if this broker were to default in the performance of its obligations to perform brokerage services or if this broker fails to effectively represent the Company to the retail grocery trade. |
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| 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 are each 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, expenses, and future funding requirements. | |||
| Volatility in the equity markets or interest rates could substantially increase the Companys pension costs and required pension contributions. | ||
The Company sponsors qualified defined benefit pension plans and various other nonqualified postretirement plans. The qualified defined benefit pension plans are funded with trust assets invested in a diversified portfolio of debt and equity securities and other investments. Among other factors, changes in interest rates, investment returns and the market value of plan assets can (i) affect the level of plan funding; (ii) cause volatility in the net periodic pension cost; and (iii) increase the Companys future contribution requirements. A significant decrease in investment returns or the market value of plan assets or a significant decrease in interest rates could increase the Companys net periodic pension costs and adversely affect its results of operations. A significant increase in the Companys contribution requirements with respect to qualified defined benefit pension plans could have an adverse impact on its cash flow. | |||
| 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 intends 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 anticipated benefits from the Folgers transaction may not be realized. | ||
The Company may not realize the full benefits of the increased sales volume and other benefits that are currently expected to result from the Folgers transaction, 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. In addition, the benefits of the Folgers transaction may be offset by operating losses relating to changes in commodity or energy prices, 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. | |||
| Disruptions in the financial markets may adversely affect the Companys ability to access capital in the future. | ||
The Company may need new or additional financing in the future to conduct its operations, expand its business or refinance existing indebtedness. Recent disruptions in global financial markets and banking systems have made credit and capital markets more difficult for companies to access, even for some companies with established revolving or other credit facilities. Any sustained weakness in the general economic conditions and/or financial markets in the United States or globally could affect adversely the Companys ability to raise capital on favorable terms or at all. From time to time the Company has relied, and also may rely in the future, on access to financial markets as a source of liquidity for working capital requirements, acquisitions and general corporate purposes. The Companys access to funds under its revolving credit facilities is dependent on the ability of the financial institutions that are parties to those facilities to meet their funding commitments. The obligations of the financial institutions under the Companys revolving credit facilities are several and not joint and, as a result, a funding default by one or more institutions does not need to be made up by the others. Longer term volatility and continued disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation of financial institutions, reduced alternatives or failure of significant financial institutions could affect adversely the Companys access to the liquidity needed for its businesses in the longer term. Such disruptions could require the Company to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for its business needs can be arranged. The disruptions in the capital and credit markets also have resulted in higher interest rates on publicly issued debt securities and increased costs under credit facilities. Continuation of these disruptions would increase the Companys interest expense and capital costs and could affect adversely its results of operations and financial position. |
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U.S. Locations | Products Produced/Processed | |
Chico, California |
Fruit and vegetable juices, beverages, and natural food products | |
Cincinnati, Ohio |
Shortening and oils | |
El Paso, Texas |
Canned milk | |
Grandview, Washington |
Fruit | |
Havre de Grace, Maryland |
Fruit and vegetable juices, beverages, and natural food products | |
Kansas City, Missouri |
Coffee | |
Lexington, Kentucky |
Peanut butter | |
Memphis, Tennessee |
Fruit spreads, toppings, syrups | |
New Bethlehem, Pennsylvania |
Peanut butter and combination peanut butter and jelly products | |
New Orleans, Louisiana (2) |
Coffee | |
Orrville, Ohio |
Fruit spreads, toppings, syrups | |
Oxnard, California |
Fruit | |
Ripon, Wisconsin |
Fruit spreads, toppings, syrups, condiments | |
Scottsville, Kentucky |
Frozen sandwiches | |
Seneca, Missouri |
Canned milk | |
Sherman, Texas |
Coffee | |
Toledo, Ohio |
Baking mixes and frostings | |
West Fargo, North Dakota |
Frozen sandwiches and ready-to-eat waffles |
Canada Locations | Products Produced/Processed | |
Delhi Township, Ontario |
Pickles | |
Dunnville, Ontario |
Pickles and relish condiments | |
Sherbrooke, Quebec |
Canned milk | |
Ste. Marie, Quebec |
Fruit spreads, sweet spreads, industrial products |
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Years with | Served as an | |||||||
Name | Age | Company | Position | Officer Since | ||||
Timothy P. Smucker |
65 | 40 | Chairman of the Board and Co-Chief Executive Officer (1) | 1973 | ||||
Richard K. Smucker |
61 | 36 | Executive Chairman, President and Co-Chief Executive Officer (2) | 1974 | ||||
Dennis J. Armstrong |
54 | 30 | Vice President, Logistics and Operational Support (3) | 2007 | ||||
Mark R. Belgya |
48 | 24 | Vice President and Chief Financial Officer (4) | 1997 | ||||
James A. Brown |
48 | 24 | Vice President, U.S. Grocery Sales (5) | 2009 | ||||
Vincent C. Byrd |
54 | 32 | President, U.S. Retail Coffee (6) | 1988 | ||||
John W. Denman |
52 | 30 | Vice President and Controller (7) | 2005 | ||||
Barry C. Dunaway |
46 | 22 | Senior Vice President, Corporate and Organization Development (8) | 2001 | ||||
M. Ann Harlan |
49 | 10 | Vice President and General Counsel (9) | 2002 | ||||
Jeannette L. Knudsen |
39 | 6 | Corporate Secretary (10) | 2009 | ||||
John F. Mayer |
53 | 29 | Vice President, Sales, Grocery Market (11) | 2004 | ||||
Kenneth A. Miller |
60 | 29 | Vice President, Alternate Channels (12) | 2007 | ||||
Steven Oakland |
48 | 26 | President, U.S. Retail Smuckers, Jif and Hungry Jack (13) | 1999 | ||||
Andrew G. Platt |
53 | 26 | Vice President, Information Services and Chief Information Officer | 2004 | ||||
Christopher P. Resweber |
47 | 21 | Vice President, Marketing Services (14) | 2004 | ||||
Julia L. Sabin |
49 | 25 | Vice President and General Manager, Smucker Natural Foods, Inc. (15) | 2007 | ||||
Mark T. Smucker |
39 | 11 | President, Special Markets (16) | 2001 | ||||
Paul Smucker Wagstaff |
39 | 13 | President, U.S. Retail Oils and Baking (17) | 2001 | ||||
Albert W. Yeagley |
61 | 35 | Vice President, Industry and Government Affairs (18) | 2007 |
(1) | Mr. Timothy Smucker was elected to his present position in August 2008, having served as Chairman and Co-Chief Executive Officer since February 2001. | |
(2) | Mr. Richard Smucker was elected to his present position in August 2008, having served as President and Co-Chief Executive Officer since February 2001. | |
(3) | 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. | |
(4) | Mr. Belgya was elected to his present position in October 2008, having served as Vice President, Chief Financial Officer and Treasurer since January 2005. |
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(5) | Mr. Brown was elected to his present position in April 2009, to be effective as of June 30, 2009, having served as Director, National Sales, Grocery Market since February 2002. | |
(6) | Mr. Byrd was elected to his present position in August 2008, having served as Senior Vice President, Consumer Market since February 2004. | |
(7) | 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. | |
(8) | Mr. Dunaway was elected to his present position in August 2008, having served as Vice President, Corporate Development since November 2001. | |
(9) | Ms. Harlan was elected to her present position in April 2009, having served as Vice President, General Counsel and Secretary since February 2004. | |
(10) | Ms. Knudsen was elected to her present position in April 2009, having served as Securities and Acquisition Counsel and Assistant Secretary since November 2007. Prior to that time, she served as Corporate Attorney since August 2002. | |
(11) | Mr. Mayer was elected to his present position in April 2009, to be effective as of June 30, 2009, having served as Vice President, Customer Development since August 2004. Prior to that time, he served as Director, Customer Development since September 1993. | |
(12) | 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. | |
(13) | Mr. Oakland was elected to his present position in August 2008, having served as Vice President and General Manager, Consumer Oils and Baking since November 2001. | |
(14) | Mr. Resweber was elected to his present position in August 2004, having served as Director, Marketing Services and Consumer Direct since April 2001. | |
(15) | Ms. Sabin was elected to her present position in February 2009, having served as Vice President and General Manager, Smucker Quality Beverages, Inc. since February 2007. Prior to that time, she served as General Manager, Smucker Quality Beverages, Inc. since February 1998. | |
(16) | Mr. Mark Smucker was elected to his present position in August 2008, having served as Vice President, International since July 2007. Prior to that time, he served as Vice President, International and Managing Director, Canada since May 2006 and Vice President and Managing Director, Canada since June 2004. | |
(17) | Mr. Wagstaff was elected to his present position in August 2008, having served as Vice President Foodservice and Beverage Markets since May 2006. Prior to that time, he served as Vice President and General Manager, Foodservice Market, since November 2001. | |
(18) | Mr. Yeagley was elected to his present position in January 2009, having served as Vice President, Quality Assurance since February 2007. Prior to that time, he served as Director, Corporate Quality Assurance since July 2001. |
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Period | (a) | (b) | (c) | (d) | ||||||||||||
Maximum number (or | ||||||||||||||||
Total number of | approximate dollar | |||||||||||||||
Average | shares purchased | value) of shares that | ||||||||||||||
price | as part of publicly | may yet be | ||||||||||||||
Total number of | paid per | announced plans or | purchased under the | |||||||||||||
shares purchased | share | programs | plans or programs | |||||||||||||
February 1, 2009 - February 28, 2009 |
543 | $ | 38.79 | | 3,744,222 | |||||||||||
March 1,
2009 - March 31, 2009 |
2,299 | 38.79 | | 3,744,222 | ||||||||||||
April 1,
2009 - April 30, 2009 |
6,696 | 42.29 | | 3,744,222 | ||||||||||||
Total |
9,538 | $ | 41.25 | | 3,744,222 | |||||||||||
(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. Share repurchases will occur at managements discretion with no established expiration date. The Company has repurchased a total of 6,255,778 common shares since November 2004 under the buyback program authorized by the Companys Board of Directors. At April 30, 2009, 3,744,222 common shares remain available for repurchase under this program. Under the transaction agreement relating to the Folgers merger and related ancillary agreements, the Company may repurchase common shares only under specific conditions. As a result, the Company does not anticipate that it will repurchase shares for a period of at least two years following the closing of the merger on November 6, 2008. |
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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 22 of this Report. |
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Date: June 26, 2009 | The J. M. Smucker Company |
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/s/ Mark R. Belgya | ||||
By: Mark R. Belgya | ||||
Vice
President and Chief Financial Officer |
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Director | June 26, 2009 |
* | 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 26, 2009 | /s/ Jeannette L. Knudsen | ||||
By: | Jeannette L. Knudsen Attorney-in-Fact |
21
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 (Commission File 001-5111). | |
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 (Commission File 001-5111). | |
3.1
|
Amended Articles of Incorporation incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (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
|
Rights Agreement, dated as of May 20, 2009, by and between The J. M. Smucker Company and Computershare Trust Company, N.A., incorporated herein by reference to the Companys Registration Statement on Form 8-A filed on May 21, 2009 (Commission File 001-5111). | |
10.1
|
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
|
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). * | |
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). * |
22
Exhibit | ||
No. | Description | |
10.7
|
Top Management Supplemental Retirement Benefit Plan (Amended and Restated Effective January 1, 2007) incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended January 31, 2009 (Commission File No. 001-5111). * | |
10.8
|
Consulting and Noncompete Agreements of Timothy P. Smucker incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended January 31, 2009 (Commission File 001-5111). * | |
10.9
|
Consulting and Noncompete Agreements of Richard K. Smucker incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended January 31, 2009 (Commission File 001-5111). * | |
10.10
|
Voluntary Deferred Compensation Plan (Amended and Restated Effective January 1, 2005) incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended January 31, 2009 (Commission File 001-5111). * | |
10.11
|
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). * | |
10.12
|
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). * | |
10.13
|
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). * | |
10.14
|
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). * | |
10.15
|
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). * | |
10.16
|
Form of Special One-Time Grant Deferred Stock Units Agreement (Commission File No. 001-5111). * | |
10.17
|
Form of Special One-Time Grant Restricted Stock Agreement (Commission File No. 001-5111). * | |
10.18
|
The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2007) incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended January 31, 2009 (Commission File 001-5111). * | |
10.19
|
Second Amendment to 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 January 31, 2009 (Commission File 001-5111). * | |
23
Exhibit | ||
No. | Description | |
10.20
|
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). | |
10.21
|
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). | |
10.22
|
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). | |
10.23
|
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). | |
10.24
|
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). | |
10.25
|
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). | |
10.26
|
First Amendment, dated as of November 30, 2001, to Note Purchase Agreements, each 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). | |
10.27
|
Second Amendment, dated May 27, 2004, to Note Purchase Agreements, each 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). | |
10.28
|
Third Amendment, dated May 31, 2007, to Note Purchase Agreements, each 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). | |
10.29
|
Fourth Amendment, dated October 23, 2008, to Note Purchase Agreements, each dated as of June 16, 1999, incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111). | |
10.30
|
Fifth Amendment, dated November 6, 2008, to Note Purchase Agreements, each dated as of June 16, 1999, incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111). |
24
Exhibit | ||
No. | Description | |
10.31
|
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). | |
10.32
|
First Amendment, dated as of November 30, 2001, to Note Purchase Agreements, each 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). | |
10.33
|
Second Amendment, dated May 27, 2004, to Note Purchase Agreements, each 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). | |
10.34
|
Third Amendment, dated May 31, 2007, to Note Purchase Agreements, each 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). | |
10.35
|
Fourth Amendment, dated October 23, 2008, to Note Purchase Agreements, each 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, 2008 (Commission File 001-5111). | |
10.36
|
Fifth Amendment, dated November 6, 2008, to Note Purchase Agreements, each 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, 2008 (Commission File 001-5111). | |
10.37
|
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). | |
10.38
|
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). | |
10.39
|
Second Amendment, dated October 23, 2008, to Note Purchase Agreements, each dated as of May 27, 2004, incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111). | |
10.40
|
Third Amendment, dated November 6, 2008, to Note Purchase Agreements, each dated as of May 27, 2004, incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111). | |
10.41
|
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). |
25
Exhibit | ||
No. | Description | |
10.42
|
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). | |
10.43
|
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). | |
10.44
|
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). | |
10.45
|
Fourth Amendment, dated as of October 23, 2008, 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 (Commission File 001-5111). | |
10.46
|
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). | |
10.47
|
First Amendment, dated October 23, 2008, to Note Purchase Agreements, each dated as of May 31, 2007, incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111). | |
10.48
|
Second Amendment, dated November 6, 2008, to Note Purchase Agreements, each dated as of May 31, 2007, incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111). | |
10.49
|
Note Purchase Agreement, dated as of October 23, 2008, 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 October 31, 2008 (Commission File 001-5111). | |
10.50
|
First Amendment, dated November 6, 2008, to Note Purchase Agreements, each dated as of October 23, 2008, incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111). |
26
Exhibit | ||
No. | Description | |
10.51
|
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). | |
10.52
|
Credit Agreement, dated October 31, 2008, by and among The Folgers Coffee Company as Borrower, the lenders named therein, as lenders, Bank of Montreal as Administrative Agent, and Bank of America, N.A. as Syndication Agent incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111). | |
10.53
|
Amendment No. 1, dated November 6, 2008, to Credit Agreement, dated as of October 31, 2008 incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111). | |
10.54
|
Guaranty, dated November 6, 2008, furnished by The J. M. Smucker Company and J.M. Smucker LLC for the benefit of the Guaranteed Parties defined therein incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111). | |
10.55
|
Guaranty Agreement, dated November 6, 2008, by The Folgers Coffee Company in favor of the Noteholders defined therein, relating to the guaranty of the obligations of The J. M. Smucker Company under or in respect of the Note Purchase Agreement, dated as of June 16, 1999, as amended incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111). | |
10.56
|
Guaranty Agreement, dated November 6, 2008, by The Folgers Coffee Company in favor of the Noteholders defined therein, relating to the guaranty of the obligations of The J. M. Smucker Company under or in respect of the Note Purchase Agreement, dated as of August 23, 2000, as amended incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111). | |
10.57
|
Guaranty Agreement, dated November 6, 2008, by The Folgers Coffee Company in favor of the Noteholders defined therein, relating to the guaranty of the obligations of The J. M. Smucker Company under or in respect of the Note Purchase Agreement, dated as of May 27, 2004, as amended incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111). | |
10.58
|
Guaranty Agreement, dated November 6, 2008, by The Folgers Coffee Company in favor of the Noteholders defined therein, relating to the guaranty of the obligations of The J. M. Smucker Company under or in respect of the Note Purchase Agreement, dated as of May 31, 2007, as amended incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111). | |
10.59
|
Guaranty Agreement, dated November 6, 2008, by The Folgers Coffee Company in favor of the Noteholders defined therein, relating to the guaranty of the obligations of The J. M. Smucker Company under or in respect of the Note Purchase Agreement, dated as of October 23, 2008, as amended incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111). |
27
Exhibit | ||
No. | Description | |
10.60
|
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). | |
10.61
|
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). | |
10.62
|
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). | |
10.63
|
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). | |
10.64
|
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). | |
10.65
|
Transition Services Agreement between The Procter & Gamble Company and The Folgers Coffee Company, dated November 6, 2008 incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111). | |
10.66
|
Tax Matters Agreement between The Procter & Gamble Company, The Folgers Coffee Company, and The J. M. Smucker Company, dated November 6, 2008 incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111). | |
10.67
|
Intellectual Property Matters Agreement between The Procter & Gamble Company and The Folgers Coffee Company, dated November 6, 2008 incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111). | |
13
|
Excerpts from 2009 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. | |
18
|
Change in Accounting Principle | |
21
|
Subsidiaries of the Registrant | |
23
|
Consent of Independent Registered Public Accounting Firm |
28
Exhibit | ||
No. | Description | |
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. |
29
Annual Report | ||||
Form 10-K | to | |||
Report | Shareholders | |||
Data incorporated by reference to the 2009 Annual Report to Shareholders of The J. M.
Smucker Company: |
||||
Report of Management on Internal Control Over Financial Reporting |
28 | |||
Report of Independent Registered Public Accounting Firm on Internal Control Over
Financial Reporting |
29 | |||
Report of Independent Registered Public Accounting Firm on the Consolidated Financial
Statements |
30 | |||
Consolidated Balance Sheets at April 30, 2009 and 2008 |
32 - 33 | |||
For the years ended April 30, 2009, 2008, and 2007: |
||||
Statements of Consolidated Income |
31 | |||
Statements of Consolidated Cash Flows |
34 | |||
Statements of Consolidated Shareholders Equity |
35 | |||
Notes to Consolidated Financial Statements |
36 - 61 | |||
Consolidated financial statement schedule at April 30, 2009, or for the years ended
April 30, 2009, 2008, and 2007: |
||||
II. Valuation and qualifying accounts |
F-2 |
Balance at | Charged to | Charged to | ||||||||||||||||||
Beginning | Costs and | Other | Balance at | |||||||||||||||||
Classification | of Year | Expenses | Accounts | Deductions (A) | End of Year | |||||||||||||||
2009 |
||||||||||||||||||||
Valuation allowance for deferred tax assets |
$ | 9,890 | $ | (864 | ) | $ | | $ | | $ | 9,026 | |||||||||
Allowance for doubtful accounts |
911 | 1,190 | | 100 | 2,001 | |||||||||||||||
$ | 10,801 | $ | 326 | $ | | $ | 100 | $ | 11,027 | |||||||||||
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 | |||||||||
(A) | Uncollectible accounts written off, net of recoveries. |