PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Q2 2024 financials show 12% net sales decrease from divestitures, but net income and operating cash flow improved, with debt rising for Hostess Brands acquisition Condensed Statements of Consolidated Income Highlights | Indicator | Three Months Ended Oct 31, 2023 | Three Months Ended Oct 31, 2022 | Six Months Ended Oct 31, 2023 | Six Months Ended Oct 31, 2022 | | :--- | :--- | :--- | :--- | :--- | | **Net sales** | $1,938.6 M | $2,205.1 M | $3,743.8 M | $4,078.1 M | | **Gross Profit** | $724.2 M | $701.1 M | $1,379.0 M | $1,253.6 M | | **Operating Income** | $298.9 M | $293.4 M | $602.4 M | $473.1 M | | **Net Income** | $194.9 M | $191.1 M | $378.5 M | $300.9 M | | **Net Income per Share (Diluted)** | $1.90 | $1.79 | $3.69 | $2.82 | Condensed Consolidated Balance Sheet Highlights | Indicator | October 31, 2023 | April 30, 2023 | | :--- | :--- | :--- | | **Cash and cash equivalents** | $3,623.9 M | $655.8 M | | **Total Assets** | $18,123.7 M | $14,991.4 M | | **Long-term debt** | $7,771.7 M | $4,314.2 M | | **Total Liabilities** | $11,034.8 M | $7,700.6 M | | **Total Shareholders' Equity** | $7,088.9 M | $7,290.8 M | Condensed Statements of Consolidated Cash Flows Highlights (Six Months Ended) | Indicator | October 31, 2023 | October 31, 2022 | | :--- | :--- | :--- | | **Net Cash Provided by Operating Activities** | $394.8 M | $166.0 M | | **Net Cash Used for Investing Activities** | ($293.7 M) | ($209.3 M) | | **Net Cash Provided by (Used for) Financing Activities** | $2,867.7 M | ($98.8 M) | | **Net increase (decrease) in cash** | $2,968.1 M | ($142.8 M) | [Note 3: Acquisition](index=9&type=section&id=Note%203%3A%20Acquisition) - On November 7, 2023, the company completed the acquisition of Hostess Brands, Inc. for approximately **$5.5 billion**. The transaction was funded through a combination of new debt and the issuance of common shares[23](index=23&type=chunk) - The acquisition includes brands like Hostess Donettes, Twinkies, and Voortman cookies, along with six manufacturing facilities and approximately **3,000 employees**[24](index=24&type=chunk) [Note 4: Divestitures](index=9&type=section&id=Note%204%3A%20Divestitures) - The company entered into agreements to sell its Canada condiment business (Bick's, Habitant, etc.) to TreeHouse Foods for approximately **$20.0 million** and its Sahale Snacks business to Second Nature Brands for approximately **$34.0 million**. Both were classified as held for sale as of October 31, 2023[25](index=25&type=chunk) - On April 28, 2023, the company completed the sale of certain pet food brands (Rachael Ray Nutrish, 9Lives, etc.) to Post Holdings, Inc. for final net proceeds of **$1.2 billion**, consisting of **$683.9 million** in cash and **5.4 million shares** of Post common stock[27](index=27&type=chunk) [Note 6: Reportable Segments](index=11&type=section&id=Note%206%3A%20Reportable%20Segments) Net Sales by Segment (Three Months Ended Oct 31) | Segment | 2023 | 2022 | | :--- | :--- | :--- | | U.S. Retail Coffee | $685.7 M | $709.8 M | | U.S. Retail Consumer Foods | $464.3 M | $432.2 M | | U.S. Retail Pet Foods | $464.0 M | $765.2 M | | International and Away From Home | $324.6 M | $297.9 M | Segment Profit by Segment (Three Months Ended Oct 31) | Segment | 2023 | 2022 | | :--- | :--- | :--- | | U.S. Retail Coffee | $171.0 M | $187.7 M | | U.S. Retail Consumer Foods | $128.5 M | $100.3 M | | U.S. Retail Pet Foods | $97.2 M | $120.1 M | | International and Away From Home | $60.2 M | $41.5 M | - Following the Hostess Brands acquisition, a new reportable segment, Sweet Baked Snacks, will be created starting in Q3 2024. The U.S. Retail Consumer Foods segment will be renamed U.S. Retail Frozen Handheld and Spreads[39](index=39&type=chunk) [Note 8: Debt and Financing Arrangements](index=14&type=section&id=Note%208%3A%20Debt%20and%20Financing%20Arrangements) - Total long-term debt increased to **$7.85 billion** from **$4.35 billion**, primarily due to financing for the Hostess Brands acquisition[53](index=53&type=chunk) - In October 2023, the company issued **$3.5 billion** in new Senior Notes. In September 2023, it entered into an **$800.0 million** Term Loan and a **$5.2 billion** Bridge Loan facility (which was subsequently terminated) to secure financing for the acquisition[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk) [Note 15: Contingencies](index=23&type=section&id=Note%2015%3A%20Contingencies) - The company is a defendant in class action lawsuits alleging misrepresentation of the number of servings in Folgers coffee canisters. The outcome and financial impact cannot be predicted at this time[107](index=107&type=chunk)[108](index=108&type=chunk) - The May 2022 voluntary recall of Jif peanut butter resulted in total direct costs of approximately **$120.0 million**, net of insurance recoveries. The FDA issued a Warning Letter in January 2023 regarding the Lexington facility, and the outcome of any potential regulatory action or ongoing consumer litigation is not yet estimable[109](index=109&type=chunk)[111](index=111&type=chunk) [Note 16: Common Shares](index=24&type=section&id=Note%2016%3A%20Common%20Shares) - During the six months ended October 31, 2023, the company repurchased approximately **2.4 million common shares** for **$362.8 million** under its 10b5-1 plan[113](index=113&type=chunk) - In connection with the Hostess Brands acquisition on November 7, 2023, the company issued approximately **4.0 million new common shares** valued at **$450.2 million**[115](index=115&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes Q2 net sales decline to divestitures, with underlying sales growth, improved gross margin, and increased operating cash flow, following the Hostess Brands acquisition [Results of Operations](index=28&type=section&id=Results%20of%20Operations) Net Sales Reconciliation (Q2 2024 vs Q2 2023) | Metric | Amount | % Change vs PY | | :--- | :--- | :--- | | Net Sales (GAAP) | ($266.5 M) | (12)% | | Less: Pet food brands divestiture | $385.0 M | 17% | | Net sales excluding divestiture & FX | $121.0 M | 7% | - Q2 net sales decline of **12%** was driven by the pet food brand divestiture. Excluding this, sales grew **7%** due to a **4 percentage point** contribution from favorable volume/mix (led by Smucker's Uncrustables) and a **3 percentage point** contribution from higher net pricing[130](index=130&type=chunk) - Q2 gross profit margin increased to **37.4%** from **31.8%** in the prior year, reflecting higher net price realization, lower green coffee costs, and favorable volume/mix, partially offset by the impact of the divested pet food brands[127](index=127&type=chunk)[133](index=133&type=chunk) [Segment Results](index=30&type=section&id=Segment%20Results) - **U.S. Retail Coffee:** Q2 net sales decreased **3%** due to lower net price realization. Segment profit fell **9%**, primarily due to a **$39.1 million** unfavorable impact from terminating a supplier agreement[149](index=149&type=chunk)[150](index=150&type=chunk) - **U.S. Retail Consumer Foods:** Q2 net sales grew **7%**, driven by higher net pricing, including the favorable impact of lapping the prior-year Jif recall. Segment profit increased **28%** due to higher pricing and lower costs[149](index=149&type=chunk)[152](index=152&type=chunk) - **U.S. Retail Pet Foods:** Q2 net sales fell **39%** due to the divestiture. Excluding the divestiture, sales grew **20%**, driven by contract manufacturing for the divested brands and growth in dog snacks. Segment profit decreased **19%** due to the noncomparable profit from the divested brands[149](index=149&type=chunk)[154](index=154&type=chunk) - **International and Away From Home:** Q2 net sales increased **9%**. Excluding divestitures and FX, sales grew **13%**, driven by volume/mix in frozen handheld and coffee products. Segment profit rose **45%**[149](index=149&type=chunk)[156](index=156&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) Cash Flow Summary (Six Months Ended) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $394.8 M | $166.0 M | | Additions to property, plant, and equipment | ($299.0 M) | ($190.4 M) | | **Free cash flow (Non-GAAP)** | **$95.8 M** | **($24.4 M)** | - Cash from operating activities increased by **$228.8 million** for the six-month period, driven by lower working capital requirements, lapping a **$70.0 million** pension contribution in the prior year, and higher net income[161](index=161&type=chunk) - Cash provided by financing activities was **$2.87 billion**, primarily from **$3.49 billion** in proceeds from long-term debt, partially offset by **$372.4 million** in treasury share purchases and **$213.2 million** in dividends[163](index=163&type=chunk) - The company plans a **$1.1 billion** investment to build a new manufacturing and distribution facility in McCalla, Alabama, for Smucker's Uncrustables, with production expected to begin in 2025[180](index=180&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from interest rates, commodity prices, and foreign currency, using derivatives for volatility management, generally not qualifying for hedge accounting - **Interest Rate Risk:** A hypothetical **100 basis-point** decrease in interest rates would increase the fair value of the company's long-term debt by **$317.4 million** as of October 31, 2023[198](index=198&type=chunk) - **Commodity Price Risk:** The company uses derivatives to manage price volatility for key raw materials like green coffee, soybean meal, corn, and oils. These are economic hedges but are not qualified for hedge accounting, so gains/losses are recognized immediately in earnings[199](index=199&type=chunk) - **Foreign Currency Exchange Risk:** Exposure is primarily from Canadian operations. Revenues from customers outside the U.S. represented **6%** of net sales for the six-month period[202](index=202&type=chunk)[205](index=205&type=chunk) [Item 4. Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of October 31, 2023, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of October 31, 2023, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were **effective**[211](index=211&type=chunk) - No changes in internal control over financial reporting occurred during the six months ended October 31, 2023, that have materially affected, or are reasonably likely to materially affect, internal controls[212](index=212&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates legal matters from Note 15, detailing contingencies related to Folgers coffee class action lawsuits and the Jif peanut butter recall - Information on legal proceedings is incorporated by reference from Note 15: Contingencies, which covers the Folgers servings lawsuit and the Jif peanut butter recall[215](index=215&type=chunk)[106](index=106&type=chunk) [Item 1A. Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) New risk factors relate to the Hostess Brands acquisition, including integration challenges, failure to realize synergies, management diversion, and potential impairment of acquired goodwill and intangibles - New risk factors have been added related to the acquisition of Hostess Brands, including the risk of not realizing anticipated benefits and synergies, and difficulties in integrating the business[217](index=217&type=chunk)[218](index=218&type=chunk) - Specific integration challenges include diverting management's attention, managing a larger and more complex company, retaining key personnel and customers, and dealing with unanticipated expenses or liabilities[220](index=220&type=chunk)[221](index=221&type=chunk) - A significant portion of assets is goodwill and other intangibles (**$9.6 billion** of **$18.1 billion** total assets). The goodwill and intangibles from the Hostess acquisition will be recorded at fair value, making them more susceptible to future impairment charges[224](index=224&type=chunk)[228](index=228&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=43&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q2 2024, the company repurchased 3,164 common shares at an average price of $125.58, with 1.1 million shares remaining available for repurchase under authorized plans Issuer Purchases of Equity Securities (Q2 2024) | Period | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | August 2023 | 78 | $142.50 | | September 2023 | 3,086 | $125.15 | | October 2023 | 0 | N/A | | **Total** | **3,164** | **$125.58** | - As of October 31, 2023, approximately **1.1 million common shares** remained available for repurchase under the company's authorized plans[230](index=230&type=chunk)

The J.M. Smucker Co. (NYSE:SJM) Q2 2024 Earnings Conference Call December 5, 2023 9:00 AM ET Company Participants Aaron Broholm - Vice President of Investor Relations Tucker Marshall - Chief Financial Officer Mark Smucker - Chair of the Board, President & Chief Executive Officer Conference Call Participants Andrew Lazar - Barclays Ken Goldman - JP Morgan Robert Moskow - TD Cowen Peter Galbo - Bank of America Matt Smith - Stifel Jason English - Goldman Sachs Rob Dickerson - Jefferies Operator Good morning an ...

PART I. FINANCIAL INFORMATION This section details the company's financial statements, management's discussion, market risk, and internal controls [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The financial statements for Q1 2024 show decreased net sales but increased net income, with improved operating cash flow [Condensed Statements of Consolidated Income](index=3&type=section&id=Condensed%20Statements%20of%20Consolidated%20Income) Net sales decreased to **$1.81 billion** from **$1.87 billion**, yet gross profit, operating income, and net income significantly increased for the three months ended July 31, 2023 Three Months Ended July 31, (in millions, except per share data) | Financial Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net sales | $1,805.2 | $1,873.0 | | Gross Profit | $654.8 | $552.5 | | Operating Income | $303.5 | $179.7 | | Net Income | $183.6 | $109.8 | | Net Income – Assuming Dilution (EPS) | $1.79 | $1.03 | [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets slightly decreased to **$14.71 billion**, with a significant decline in cash, while liabilities remained stable as of July 31, 2023 Balance Sheet Highlights (in millions) | Account | July 31, 2023 | April 30, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $241.1 | $655.8 | | Total Current Assets | $2,496.8 | $2,858.7 | | Total Assets | $14,711.8 | $14,991.4 | | Long-term debt | $4,315.1 | $4,314.2 | | Total Liabilities | $7,708.4 | $7,700.6 | | Total Shareholders' Equity | $7,003.4 | $7,290.8 | [Condensed Statements of Consolidated Cash Flows](index=6&type=section&id=Condensed%20Statements%20of%20Consolidated%20Cash%20Flows) Net cash from operating activities significantly improved to **$217.9 million**, while investing and financing activities used substantial cash Cash Flow Summary - Three Months Ended July 31, (in millions) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net Cash Provided by (Used for) Operating Activities | $217.9 | $(39.0) | | Net Cash Provided by (Used for) Investing Activities | $(151.9) | $(71.5) | | Net Cash Provided by (Used for) Financing Activities | $(481.3) | $91.9 | | Net increase (decrease) in cash | $(414.7) | $(18.3) | [Notes to Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the **$1.2 billion** pet food brand divestiture, strong U.S. Retail Consumer Foods growth, and share repurchases - On April 28, 2023, the company sold certain pet food brands (including Rachael Ray Nutrish, 9Lives, Kibbles 'n Bits) to Post Holdings, Inc. for net proceeds of **$1.2 billion**, consisting of cash and Post common stock[28](index=28&type=chunk) - The company is a defendant in class action lawsuits alleging misrepresentation of the number of servings in Folgers coffee canisters; the outcome is not yet predictable, and no loss contingency has been recorded[99](index=99&type=chunk)[100](index=100&type=chunk) - In May 2022, the company initiated a voluntary recall of select Jif peanut butter products due to potential salmonella contamination, incurring total direct costs of approximately **$120.0 million**, net of insurance recoveries[101](index=101&type=chunk) - During the quarter, the company repurchased approximately **2.4 million** common shares for **$362.8 million** under a 10b5-1 plan; approximately **1.1 million** shares remain available for repurchase under the current authorization[104](index=104&type=chunk) [Management's Discussion and Analysis (MD&A)](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A highlights a **4%** net sales decrease due to divestitures, masking **21%** underlying growth, driven by Jif recovery and Uncrustables expansion Q1 2024 vs Q1 2023 Performance Summary | Metric | Q1 2024 | Q1 2023 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $1,805.2M | $1,873.0M | (4)% | | Gross Profit | $654.8M | $552.5M | 19% | | Operating Income | $303.5M | $179.7M | 69% | | Net Income | $183.6M | $109.8M | 67% | | Diluted EPS | $1.79 | $1.03 | 74% | - Excluding the **$374.1 million** impact from the pet food brand divestiture, net sales increased by **$310.1 million**, or **21%**, driven by **13 percentage points** from favorable volume/mix and **8 percentage points** from higher net pricing[118](index=118&type=chunk) - The U.S. Retail Consumer Foods segment saw a **49%** increase in net sales, primarily due to the recovery of Jif peanut butter sales after the prior year's product recall and growth in Smucker's Uncrustables[129](index=129&type=chunk)[131](index=131&type=chunk) - The company is investing **$1.1 billion** to build a new manufacturing facility and distribution center in McCalla, Alabama, for Smucker's Uncrustables, with production expected to begin in calendar year 2025[154](index=154&type=chunk) [Market Risk Disclosures](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages market risks from interest rates, commodity prices, and foreign currency fluctuations using derivatives - A hypothetical **100 basis-point** decrease in interest rates at July 31, 2023, would increase the fair value of the company's long-term debt by **$292.0 million**[170](index=170&type=chunk) - The company uses commodity derivatives to manage price volatility for key raw materials such as green coffee, corn, soybean meal, edible oils, and wheat; these derivatives are not qualified for hedge accounting[171](index=171&type=chunk) - Foreign currency exchange risk is primarily related to Canadian operations; the company uses derivatives to manage fluctuations affecting purchases of raw materials and finished goods[174](index=174&type=chunk)[175](index=175&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO concluded that disclosure controls were effective, with no material changes to internal control over financial reporting - Management, including the CEO and CFO, concluded that as of July 31, 2023, the company's disclosure controls and procedures were effective[183](index=183&type=chunk) - No changes occurred in the company's internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[184](index=184&type=chunk) PART II. OTHER INFORMATION This section covers legal proceedings, risk factors, share repurchases, and other relevant information [Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) Legal proceedings, including the Folgers coffee lawsuit and Jif product recall, are incorporated by reference from Note 14 - Information regarding legal proceedings is incorporated by reference from Note 14: Contingencies in Part I, Item 1 of this report[187](index=187&type=chunk) [Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in the Annual Report on Form 10-K have occurred - The risk factors described in the Annual Report on Form 10-K for the year ended April 30, 2023, remain relevant and should be considered[188](index=188&type=chunk) [Share Repurchases](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q1 2024, the company repurchased **2.41 million** common shares, with **1.1 million** shares remaining available under authorization Share Repurchases for Q1 2024 | Period | Total Shares Purchased | Average Price Paid Per Share | Shares Purchased as Part of Program | | :--- | :--- | :--- | :--- | | May 2023 | 2,353,066 | $154.37 | 2,350,000 | | June 2023 | 57,779 | $151.81 | — | | July 2023 | 18 | $148.16 | — | | **Total** | **2,410,863** | **$154.31** | **2,350,000** | - As of July 31, 2023, there were approximately **1.1 million** common shares remaining available for repurchase under the company's authorized plans[190](index=190&type=chunk) [Other Information](index=34&type=section&id=Item%205.%20Other%20Information) No director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements during Q1 2024 - No director or Section 16 officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the first quarter of 2024[191](index=191&type=chunk) [Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section provides an index of exhibits filed with the Form 10-Q, including CEO/CFO certifications and XBRL data files - The report includes an index of exhibits, such as certifications by the CEO and CFO, and XBRL data files[192](index=192&type=chunk)[198](index=198&type=chunk)

The J.M. Smucker Co. (NYSE:SJM) Q1 2024 Results Conference Call August 29, 2023 9:00 AM ET Company Participants Aaron Broholm - VP, IR Mark Smucker - Chair of the Board, President and CEO Tucker Marshall - CFO Conference Call Participants Andrew Lazar - Barclays Peter Galbo - Bank of America Ken Goldman - JP Morgan Matt Smith - Stifel Pamela Kaufman - Morgan Stanley Rob Dickerson - Jefferies Jason English - Goldman Sachs Max Gumport - BNP Paribas Steve Powers - Deutsche Bank Robert Moskow - TD Cowen Operato ...

Part I [Business](index=3&type=section&id=Item%201.%20Business) The J. M. Smucker Company manufactures and markets branded food and beverage products across three main segments, with a recent pet food divestiture and significant customer concentration - The company operates through three primary reportable segments which comprise **87% of its 2023 consolidated net sales**, focusing on branded food and beverage products in North America[11](index=11&type=chunk) - On April 28, 2023, the company completed a significant divestiture, selling several pet food brands including Rachael Ray Nutrish, 9Lives, and Kibbles 'n Bits to Post Holdings, Inc. These brands generated **$1.5 billion in net sales in fiscal 2023**[12](index=12&type=chunk) Major Trademarks by Primary Reportable Segment | Primary Reportable Segment | Major Trademark | | :------------------------- | :----------------------------------------------------- | | U.S. Retail Pet Foods | Meow Mix®, Milk-Bone®, Pup-Peroni®, and Canine Carry Outs® | | U.S. Retail Coffee | Folgers®, Dunkin'®, and Café Bustelo® | | U.S. Retail Consumer Foods | Uncrustables®, Jif®, and Smucker's® | - A significant portion of revenue comes from a single customer, Walmart Inc., which accounted for **34% of net sales in both 2023 and 2022**[21](index=21&type=chunk) - The company has set specific Inclusion, Diversity, and Equity (ID&E) goals, aspiring to double the representation of People of Color and increase women in senior-level roles to **45% within its U.S. salaried employee community by 2027**[38](index=38&type=chunk) [Risk Factors](index=11&type=section&id=Item%201A.%20Risk%20Factors) The company faces diverse risks including macroeconomic pressures, supply chain vulnerabilities, brand reputation issues, significant debt, potential asset impairment, customer concentration, and evolving regulations - The company is exposed to risks from single-source suppliers, such as Keurig for K-Cup® pods and JDE Peet's for liquid coffee, and single manufacturing sites for products like coffee and Milk-Bone® dog snacks[59](index=59&type=chunk)[60](index=60&type=chunk) - In May 2022, a voluntary recall of select Jif® peanut butter products due to potential salmonella contamination led to significant direct costs of approximately **$120.0 million** and an FDA Warning Letter in January 2023, posing ongoing legal and regulatory risks[73](index=73&type=chunk)[74](index=74&type=chunk) - The company has a high customer concentration risk, with sales to Walmart Inc. accounting for **34% of net sales in 2023**. Trade receivables from Walmart were **$211.5 million**, or **35% of the total**, as of April 30, 2023[75](index=75&type=chunk) - As of April 30, 2023, goodwill and other intangible assets totaled **$9.6 billion**. The U.S. Retail Pet Foods segment's goodwill is noted as being susceptible to future impairment charges due to narrow differences between its fair value and carrying value[97](index=97&type=chunk)[99](index=99&type=chunk) - The company faces risks related to climate change, including potential impacts on the availability and pricing of key agricultural commodities like green coffee and increased costs from environmental regulations[113](index=113&type=chunk)[114](index=114&type=chunk) [Unresolved Staff Comments](index=25&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[124](index=124&type=chunk) [Properties](index=26&type=section&id=Item%202.%20Properties) The company owns most manufacturing facilities in the U.S. and Canada, with a new Uncrustables facility under construction, and leases most distribution centers Key Manufacturing Facilities and Products | Locations | Products Produced/Processed/Stored | Primary Reportable Segment | | :---------------------------- | :--------------------------------------------------------------- | :---------------------------- | | Buffalo, New York | Dog snacks | U.S. Retail Pet Foods | | Decatur, Alabama | Dry dog and cat food | U.S. Retail Pet Foods | | Lexington, Kentucky | Peanut butter | U.S. Retail Consumer Foods | | Longmont, Colorado | Frozen sandwiches | U.S. Retail Consumer Foods | | New Orleans, Louisiana (four) | Coffee | U.S. Retail Coffee | | Scottsville, Kentucky | Frozen sandwiches | U.S. Retail Consumer Foods | - A new manufacturing facility is being built in McCalla, Alabama, to meet growing demand for Smucker's Uncrustables® frozen sandwiches, with production expected to start in calendar year 2025[129](index=129&type=chunk) [Legal Proceedings](index=26&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various legal proceedings, including class action lawsuits regarding Folgers coffee and potential litigation from the Jif peanut butter recall - The company is a defendant in putative class action lawsuits alleging misrepresentation of serving sizes on Folgers® coffee packaging[189](index=189&type=chunk)[481](index=481&type=chunk) - The company faces ongoing consumer litigation and potential regulatory action associated with the voluntary recall of Jif® peanut butter products. The financial impact cannot be predicted, and no loss contingency has been recorded as of April 30, 2023[193](index=193&type=chunk)[484](index=484&type=chunk) [Mine Safety Disclosures](index=26&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[131](index=131&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=27&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common shares trade on the NYSE, with significant share repurchases in Q4 2023 and remaining authorization, and performance tracked against key indices Issuer Purchases of Equity Securities (Q4 2023) | Period | Total number of shares purchased | Average price paid per share ($) | Shares purchased as part of publicly announced program | | :---------------------------- | :------------------------------- | :------------------------------- | :----------------------------------------------------- | | Feb 1, 2023 - Feb 28, 2023 | — | $ — | — | | Mar 1, 2023 - Mar 31, 2023 | 2,350,000 | $152.34 | 2,350,000 | | Apr 1, 2023 - Apr 30, 2023 | 10,177 | $152.60 | — | | **Total** | **2,360,177** | **$152.34** | **2,350,000** | - As of April 30, 2023, approximately **3.5 million common shares** remained available for repurchase under the Board's authorizations[138](index=138&type=chunk) Comparison of 5-Year Cumulative Total Return | Index | 2018 ($) | 2019 ($) | 2020 ($) | 2021 ($) | 2022 ($) | 2023 ($) | | :-------------------------- | :------- | :------- | :------- | :------- | :------- | :------- | | The J. M. Smucker Company | $100.00 | $110.79 | $107.08 | $125.91 | $135.52 | $157.21 | | S&P Packaged Foods & Meats | $100.00 | $110.49 | $116.11 | $136.53 | $153.65 | $171.17 | | S&P 500 | $100.00 | $113.49 | $114.47 | $167.11 | $167.47 | $171.93 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Fiscal 2023 saw net sales growth driven by pricing, but operating income declined sharply due to a divestiture loss, while the company manages inflation, supply chain issues, and invests in growth [Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages market risks from interest rates, commodity prices, and foreign currency fluctuations using derivatives, with sensitivity analyses provided for potential impacts - A hypothetical **100 basis-point decrease** in interest rates at April 30, 2023, would increase the fair value of the company's long-term debt by **$307.7 million**[243](index=243&type=chunk) - The company uses commodity derivatives to manage price volatility for key raw materials. A sensitivity analysis shows a hypothetical **10% change** in market prices could result in a potential loss of fair value ranging from **$21.6 million to $53.9 million** during 2023[246](index=246&type=chunk)[247](index=247&type=chunk) - Foreign currency exchange risk is limited, as revenues from customers outside the U.S. represented only **5% of net sales in 2023**[250](index=250&type=chunk) [Financial Statements and Supplementary Data](index=46&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements, including the Report of Management on Internal Control, auditor's reports, and detailed notes on various financial matters [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.](index=90&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure.) The company reports no changes in or disagreements with its accountants regarding accounting principles or financial disclosure - None[488](index=488&type=chunk) [Controls and Procedures](index=90&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls were effective as of April 30, 2023, with new controls implemented post-divestiture - Management concluded that as of the evaluation date (April 30, 2023), the company's disclosure controls and procedures were effective[489](index=489&type=chunk) - New controls and procedures were executed during the fourth quarter as a result of the divestiture of certain pet food brands[490](index=490&type=chunk) [Other Information](index=90&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[491](index=491&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=91&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the August 16, 2023 Proxy Statement - Required information is incorporated by reference from the definitive Proxy Statement for the Annual Meeting of Shareholders on August 16, 2023[494](index=494&type=chunk) [Executive Compensation](index=91&type=section&id=Item%2011.%20Executive%20Compensation) Information on executive compensation is incorporated by reference from the August 16, 2023 Proxy Statement - Required information is incorporated by reference from the definitive Proxy Statement for the Annual Meeting of Shareholders on August 16, 2023[496](index=496&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=91&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on security ownership and equity compensation plans is incorporated by reference from the August 16, 2023 Proxy Statement - Required information is incorporated by reference from the definitive Proxy Statement for the Annual Meeting of Shareholders on August 16, 2023[497](index=497&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=91&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related party transactions and director independence is incorporated by reference from the August 16, 2023 Proxy Statement - Required information is incorporated by reference from the definitive Proxy Statement for the Annual Meeting of Shareholders on August 16, 2023[498](index=498&type=chunk) [Principal Accountant Fees and Services](index=91&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information on principal accountant fees and Audit Committee pre-approval policies is incorporated by reference from the August 16, 2023 Proxy Statement - Required information is incorporated by reference from the definitive Proxy Statement for the Annual Meeting of Shareholders on August 16, 2023[499](index=499&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=92&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section provides an index to financial statements and a comprehensive list of all exhibits filed with the Form 10-K - This section provides an index to the financial statements and a comprehensive list of all exhibits filed with the Annual Report on Form 10-K[501](index=501&type=chunk)

Financial Data and Key Metrics Changes - Fourth quarter adjusted earnings per share increased by 18%, driven by net sales growth and improved profit margins, partially offset by increased selling, distribution, and administrative (SD&A) expenses [5][53] - Fiscal year 2023 net sales grew well above the long-term algorithm, with comparable net sales increasing by 9% [10][36] - Adjusted operating income increased by $57 million, or 16%, reflecting increased gross profit, partially offset by higher SD&A expenses [27] Business Line Data and Key Metrics Changes - In the Pet Foods segment, comparable net sales increased by 11%, driven by strong growth across all categories [41] - The Coffee segment saw net sales grow by 7%, with higher net price realization contributing significantly [29] - Consumer Foods net sales increased by 14%, with notable growth from Smucker's Uncrustables frozen sandwiches, which grew by 43% [9][56] Market Data and Key Metrics Changes - The Away From Home business experienced a 25% increase in comparable net sales, driven by higher net price realization and double-digit volume/mix growth [19][32] - International segment net sales increased by 4% on a comparable basis [32][57] - The at-home coffee market remains strong, with at-home consumption representing 71% of all coffee drinking occasions [18] Company Strategy and Development Direction - The company is focusing on driving continued growth through superior execution, improving profitability, and transforming its portfolio [20][48] - The divestiture of certain pet food brands supports the strategy to focus on higher-margin dog snacks and cat food segments [22][60] - Investments are being made to increase capacity for Uncrustables and expand liquid coffee presence [22][50] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in delivering strong sales and earnings growth in fiscal year 2024, despite ongoing inflation and supply chain challenges [40][60] - The company anticipates comparable net sales to increase by approximately 9% in fiscal year 2024, supported by brand momentum and anticipated volume growth [49][36] - Management highlighted the importance of corporate responsibility and sustainability as focal points for long-term shareholder value [48] Other Important Information - The company returned $800 million of capital to shareholders through dividends and share repurchases [23][59] - Free cash flow for the fourth quarter was $299 million, compared to $221 million in the prior year [33] - The company expects full-year gross profit margin to be between 36.5% and 37.0%, reflecting a significant increase from the prior year [61] Q&A Session Summary Question: What are the expectations for the impact of the Jif peanut butter recall on future sales? - Management indicated that Jif has returned to net sales growth and anticipates strong double-digit growth in fiscal 2024 due to increased marketing and demand-driving activities [45][60] Question: How is the company addressing supply chain challenges? - The company is investing in infrastructure and labor to improve efficiencies and increase throughput, expecting improvements in supply to catch up with demand [42][60] Question: What is the outlook for the pet snacks category? - The company expects to grow its dog snacks portfolio to $1 billion in annual net sales over the next several years, focusing on high-margin segments [16][20]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION ☒ QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: January 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-5111 ___________________________________________________ The J. M. Smucker Company (Exact name of registrant as specified in its charter) _____________ ...

The J. M. Smucker Company (NYSE:SJM) Q3 2023 Earnings Conference Call February 28, 2023 9:00 AM ET Company Participants Aaron Broholm - Vice President of Investor Relations Mark Smucker - Chairman, President and Chief Executive Officer Tucker Marshall - Chief Financial Officer Conference Call Participants Peter Galbo - Bank of America Merrill Lynch Andrew Lazar - Barclays Bank PLC Kenneth Goldman - JPMorgan Chase & Co. Christopher Growe - Stifel, Nicolaus & Company, Inc. Robert Moskow - Credit Suisse AG Ste ...

| --- | --- | --- | --- | |------------------------------------------|----------|----------|------------| | ($ in millions, except per share data) | FY23 Q3 | FY22 Q3 | YoY Change | | Net Sales | $2,216.3 | $2,057.1 | 8% | | Adjusted Gross Profit | $739.3 | $712.3 | 4% | | Adjusted Gross Profit Margin | 33.4% | 34.6% | -120bps | | Adjusted Operating Income | $357.6 | $377.9 | (5%) | | Adjusted Operating Income Margin | 16.1% | 18.4% | -230bps | | Adjusted Effective Income Tax Rate | 24.8% | 25.1% | -30bps | ...

The J. M. Smucker Company (NYSE:SJM) Q2 2023 Earnings Conference Call Q&A Session November 21, 2022 9:00 AM ET Company Participants Aaron Broholm - Vice President, Investor Relations Mark Smucker - Chairman, President and CEO Tucker Marshall - Chief Financial Officer Conference Call Participants Andrew Lazar - Barclays Peter Galbo - Bank of America Ken Goldman - JPMorgan Robert Moskow - Credit Suisse Christopher Growe - Stifel Steve Powers - Deutsche Bank Jason English - Goldman Sachs Cody Ross - UBS O ...