UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR
15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGEEXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2002
2004
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
| Ohio | ||
(State or other jurisdiction of incorporation or organization) | 31-1813379 (I.R.S. Employer Identification No.) |
| One Strawberry Lane Orrville, Ohio | ||
(Address of principal executive offices) | 44667-0280 (Zip code) |
Registrant’s telephone number, including area code (330) 682-3000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
| Common | New York Stock Exchange | |
| Rights to purchase preferred shares | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes [X] YesNo [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes [X] No [ ]
The aggregate market value of the common shares held by nonaffiliates of the registrant at October 31, 2003, was $1,998,867,307. As of July 24, 2002, 49,558,746 Common SharesJune 30 2004, 58,222,991 common shares of The J. M. Smucker Company were issued and outstanding. The aggregate market value of the Common Shares held by nonaffiliates of the registrant at July 24, 2002, was $1,456,854,809.
DOCUMENTS INCORPORATED BY REFERENCE
Certain sections of the registrant’s definitive Proxy Statement, dated July 9, 2002,6, 2004, for the August 13, 200212, 2004 Annual Meeting of Shareholders are incorporated by reference into Part III of this Report, and certain sections of the 20022004 Annual Report to Shareholders are incorporated by reference into Parts I II, III, and IVII of this Report.
The exhibit index for this report begins on page 16.
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PART I
Item 1. BusinessBusiness.
The Company.The J. M. Smucker Company was established in 1897 and was incorporated in Ohio in 1921. The Company, often referred to asSmucker’s(a registered trademark), operates principally in one industry, the manufacturing and marketing of branded food products on a worldwide basis although the majority of the Company’s sales are in the United States. The Company’s distributionoperations outside the United States isare principally in Canada Australia, Brazil, Mexico, China and the Pacific Rim, Europe, and the Middle East although products are exported to other countries as well. International sales represent less than 15%ten percent of total consolidated Company sales for fiscal 2002. Unless otherwise indicated by2004.
The U.S. retail market includes the context,consumer and consumer oils businesses and represents the term “Company” as usedprimary strategic focus area for the Company — the sale of branded food products with leadership positions to consumers through mainstream domestic retail outlets in this report meansNorth America. The special markets segment represents the continuing operationsaggregation of The J. M. Smucker Companythe foodservice, international, industrial, and its subsidiaries within the domestic segment.beverage businesses.
On June 1, 2002,16, 2004, the Company merged theJifpeanut butter andCrisco shortening and oils businesses of The Procter & Gamble Company with and into the Company.sold its Australian subsidiary, Henry Jones Foods, Pty. Ltd. Information regarding the mergersale is hereby incorporated by reference fromto the 20022004 Annual Report to Shareholders, on page 46 under “Note R: Subsequent Event.”
On June 18, 2004, the Company completed its acquisition of International Multifoods Corporation (Multifoods). Information regarding the acquisition is hereby incorporated by reference to the 2004 Annual Report to Shareholders, on pages 2729 and 2830 under “Note C:B: Subsequent Event.Event — Multifoods Acquisition (Unaudited).” As a result of theJifandCriscomerger, the Company’s reportable segments will be restated to U.S. Retail Markets and Special Markets in the first quarter of fiscal 2003.
Principal Products.The principal products of the Company, which are sold in both the Company’s U.S. retail market segment and special markets segment, are peanut butter, shortening and oils, fruit spreads, dessert toppings, peanut butters, frozen peanut butter and jelly sandwiches, industrial fruit products, fruit and vegetable juices, beverages, dessert toppings, syrups, condiments, and gift packages.frozen sandwiches. With the completion of the Multifoods acquisition, the principal products of the Company will also include flour and scratch baking ingredients, dessert and baking mixes, ready-to-spread frostings, potato mixes, dry breakfast mixes, syrups, and pickles and condiments.
Product sale information for the years 2002, 2001,2004, 2003, and 20002002 is hereby incorporated by reference fromto the 20022004 Annual Report to Shareholders, on pages 28 through 3032 and 33, under “Note D: OperatingF: Reportable Segments.”
In its domestic segment,the U.S. retail market, the Company’s products are primarily sold through brokers to chain, wholesale, cooperative, independent grocery accountsfood retailers, food wholesalers, club stores, mass merchandisers, and other consumermilitary commissaries. In the special markets, tothe Company’s products are distributed through foreign countries, foodservice distributors and chains including hotels,operators (i.e., restaurants, schools and other institutions, and touniversities, healthcare operators), other food manufacturers.manufacturers, and health and natural food stores.
With the addition of theJifandCriscobusinesses in fiscal 2003, fruit spreads, peanut butter and shortening and oils are together expected to make up approximately 75% of the Company’s business.
Sources and Availability of Raw Materials. The raw materials used by the Company are primarily commodities and agricultural-based products. The fruit raw materials used by the Company in the production of its food products are purchased from independent growers and suppliers. Because of the seasonal natureSweeteners, peanuts, oils, wheat and volatility of quantities of most of the crops on which the Company depends, it is necessary to prepare and freeze stocks of fruit, fruit juices, berries, and other food products and to maintain them in cold storage warehouses. Sweeteners, peanuts,flour, and other ingredients are obtained from various other sources. Although availability and costs may vary from year to year, raw materials are available from numerous sources and the Company believes that it will continue to be able to obtain adequate supplies.
Trademarks and Patents.The Company’s products are produced under certain patents and marketed under numerous trademarks owned by the Company.Company or one of its subsidiaries. Major trademarks, primarily utilized in the U.S. retail market, include:Smucker’s, Jif, Crisco, Simply Jif, Dickinson’s, Lost Acres, Mary Ellen, Adams, Laura Scudder’s, Goober, Simply 100% Fruit, Magic Shell, Sundae Syrup,andUncrustables.Major trademarks primarily utilized in the special markets include:Smucker’s, Snackers, Uncrustables, R. W.
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Knudsen Family, After The Fall, Simply Nutritious, Recharge, Santa Cruz Organic, Spritzer,andSpritzerDouble Fruit. In addition, the Company or one of its subsidiaries licenses the use of several other trademarks, none of which individually is material to the Company’s business.
As a result of the merger of theJifandCriscobusinesses, the Company added the following
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trademarks:Jif,Simply Jif,Jif Smooth Sensations, andCrisco. In addition,JifandCriscohave a portfolio of U.S. and foreign patents, and pending applications related to processes and products with varying durations.
Other slogans or designs considered to be important Company trademarks include (without limitation) the slogan, “With a name like Smucker’s,it has to be good,” “Over 100 Years of Family-Made Goodness,” “Choosy Moms ChooseJif,” “Great Meals Start Here,” “Start Something Good withCrisco,” theSmucker’sbanner, the Crock Jar shape, the Gingham design, and the Strawberry logo.
With the completion of the Multifoods acquisition, the Company will also utilize the following trademarks in the U.S. retail market:Pillsbury, Martha White, Jim Dandy, Gladiola, Robin Hood, La Pina, Red Band, Softasilk, Hungry Jack, Idaho Spuds, Pet,andFarmhouse. The Pillsbury Barrelhead and Pillsbury Doughboy are registered trademarks of The Pillsbury Company, used under a 20-year, perpetually renewable, royalty-free license. In addition, the following trademarks will also be utilized in the special markets:Bick’s, Golden Temple, Robin Hood, Old Mill, Red River,andPurity.
The Company considers all of these trademarks and the Pillsbury license to be essential to its business.
Seasonality. The Company’sCriscobusiness is moderately seasonal around the “fall bake” period and as a result impacts sales and profits in the Company’s business.second and third quarters. The overall impact however, is not considered significant. The completion of the Multifoods acquisition is expected to increase the seasonality around the “fall bake” period.
Seasonality.Historically, the Company’s business has not been highly seasonal.
Working Capital.Working capital requirements for the Company and much of the fruit spread industry are greatest during the late spring and summer monthsfirst half of the Company's fiscal year due to seasonalthe timing of fruit procurement and the build up of fruitsinventories necessary to support the “fall bake” season.
Customers. Sales to Wal-Mart Stores, Inc., and berries.
Customers.The Company is not dependent on a single customer or a few customers, the lossits subsidiaries amounted to approximately 13 and 14 percent of which would have a material adverse effect on the Company’s business.consolidated net sales in fiscal 2004 and 2003, respectively. These sales are included primarily in the U.S. retail market. No singleother customer accounts for more than 10%exceeded ten percent of consolidated sales.
With the completion of theJifandCriscomerger, it is anticipated that in fiscal 2003 the Company will have one customer, Wal-Mart and its affiliates, with net sales exceeding 10%.for any year.
Orders.Generally, orders are filled within a few days of receipt and the backlog of unfilled orders at any particular time is not and, has not been material.material on a historical basis.
Government Business.No material portion of the Company’s business is subject to negotiation of profits or termination of contracts at the election of the government.
Competition.The Company is the branded market leader in the peanut butter, shortening and oils, fruit spreads, dessert topping,toppings, and health and natural foods beverages natural peanut butter, and peanut butter combination categories. The Company’s business is highly competitive as all of its brands compete for retail shelf space with other advertised and branded products as well as unadvertised and private label products.
TheJifbrand has been a leader in the peanut butter category for over 20 years.Criscohas been a leader in the shortening and cooking oils category for over 50 years.Criscoholds the number one position among branded competitors in both the oils and shortening categories. The oils category in whichCriscocompetes is a more competitive category than the others in which the Company’s brands compete due to a larger private label presence and more volatile commodity pricing. The Company’s fruit spread brands, includingSmucker’sandDickinson’s, compete with fourthree major branded lines of fruit spreads and many private label brands. The competing brands exist on both a national and regional level.
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Following completion of the Multifoods acquisition, the Company competes in the dessert and baking mixes (DBM) market. The DBM market includes mixes for cakes, cookies, brownies, muffins, and quickbreads, as well as ready-to-spread frostings and ingredients used in scratch baking such as flour. Within the DBM category, the Company competes primarily withBetty Crocker, which is produced by General Mills, andDuncan Hines, which is produced by Pinnacle Food Group, Inc. The Company’sHungry Jackbrand competes in three primary market categories: pancake mix, dehydrated potatoes, and table syrup. The Company competes primarily withAunt Jemima, which is produced by PepsiCo’s Quaker Foods North America segment, in pancake mix andBetty Crockerin dehydrated potatoes.
The continued growth of alternative store formats, (i.e., club stores and mass merchandise stores), consolidation of retailers, manufacturers, and brokers within the food industry, and changes in business practices, resulting from both technological advances and new industry techniques, have all added additional variables for companies in the food industry to consider in order to remain competitive. The principal methods of and factors in competition are product quality, price, packaging, customer service, advertising, and promotion. Positive factors pertaining to the Company’s competitive position include well-recognized brands, strong brand management, varied product offerings, and a strong distribution network.
TheJifbrand has been a leader in the peanut butter category for over 20 years. TheJifbrand is marked by its distinct product differentiation (“more fresh roasted peanut taste”) and a consistent advertising campaign (“Choosy Moms Choose Jif”).Criscohas been a leader in the shortening and cooking oils category for over 50 years.JifandCriscoproducts are sold primarily in the United States to food retailers, food wholesales, club stores, and mass merchandisers.JifandCriscoproducts are distributed to the Canadian market as well.Crisco’soils business holds the number one volume share position among branded competitors in the grocery and drug channels, and the number one overall share with mass merchandisers. The positive factors pertaining to theJifandCriscobusinesses are the same as
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those mentioned in the preceding paragraph with respect to the Company’s traditional businesses. The oils category in whichCriscocompetes is a more competitive category than the others in which the Company’s brands compete due to a larger private label presence and more volatile commodity pricing.
Research and Development.The Company predominantly utilizes in-house resources to both develop new products and improve existing products in each of its business areas. In relation to consolidated assets and operating expenses, amounts expensed for research and development in each of the areas and in the aggregate were not material in any of the last three years.
Environmental Matters.Compliance with the provisions of federal, state, and local environmental regulations regarding either the discharge of materials into the environment or the protection of the environment is not expected to have a material effect upon the Company’s capital expenditures, earnings, or competitive position of the Company.position.
Employees.At April 30, 2002,2004, the Company had approximately 2,3002,950 full-time employees, worldwide. Approximately 760570 of these employees, located at sixfour facilities, are covered by union contracts between the Company and the Teamsters. These contracts vary in term depending on the location. Although theThe Company believes its relations with its current employees are generally good,good. Following completion of the Multifoods merger, the Company is currently experiencing a strikehas approximately 4,820 full-time employees.
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Executive Officers of its employees at its Woodburn, Oregon fruit processing facility. During peak season, the Woodburn facility has employedCompany
The names, ages as many as 200 employees. The facility is operating at normal capacity utilizing seasonalof July 1, 2004, and supervisory staff.
Upon completioncurrent positions of theJifandCriscomerger on June 1, 2002, executive officers of the Company added approximately 400 full-time employees.are listed below. All executive officers serve at the pleasure of the Board of Directors, with no fixed term of office. Unless otherwise indicated, each individual has served as an executive officer of the Company for more than five years.
| Served | ||||||||||||||
| as an | ||||||||||||||
| Years with | Officer | |||||||||||||
| Name | Age | Company | Position | Since | ||||||||||
| Timothy P. Smucker | 60 | 35 | Chairman and Co-Chief Executive Officer | 1973 | ||||||||||
| Richard K. Smucker | 56 | 31 | President, Co-Chief Executive Officer, and Chief Financial Officer | 1974 | ||||||||||
| Mark R. Belgya | 43 | 19 | Vice President and Treasurer (1) | 1997 | ||||||||||
| Vincent C. Byrd | 49 | 27 | Senior Vice President, Consumer Market (2) | 1988 | ||||||||||
| Barry C. Dunaway | 41 | 17 | Vice President, Corporate Development (3) | 2001 | ||||||||||
| Fred A. Duncan | 58 | 26 | Senior Vice President, Special Markets (4) | 1984 | ||||||||||
| Robert E. Ellis | 57 | 26 | Vice President, Human Resources | 1996 | ||||||||||
| M. Ann Harlan | 44 | 5 | Vice President, General Counsel and Secretary (5) | 2002 | ||||||||||
| Donald D. Hurrle, Sr. | 55 | 27 | Vice President, Sales, Grocery Market (6) | 2001 | ||||||||||
| Richard G. Jirsa | 58 | 29 | Vice President and Corporate Controller (7) | 1978 | ||||||||||
| John D. Milliken | 58 | 30 | Vice President, Logistics and Western Operations | 1981 | ||||||||||
| Steven Oakland | 43 | 21 | Vice President and General Manager, Consumer Oils (8) | 1999 | ||||||||||
| Andy G. Platt | 48 | 21 | Vice President, Information Services and Chief Information Officer (9) | 2004 | ||||||||||
| Mark T. Smucker | 34 | 6 | Vice President and Managing Director, Canada (10) | 2001 | ||||||||||
| Richard F. Troyak | 56 | 25 | Vice President, Operations | 1998 | ||||||||||
| Paul Smucker Wagstaff | 34 | 8 | Vice President and General Manager, Foodservice Market (11) | 2001 | ||||||||||
(1) Mr. Belgya was elected to his present position in February 2004, having served as Treasurer from June 2001 to January 2004, and as Corporate Controller from August 1997 to May 2001. (2) Mr. Byrd was elected to his present position in February 2004, having served as Vice President and General Manager, Consumer Market from January 1995 to January 2004. (3) Mr. Dunaway was elected to his present position in November 2001, having served as Director, Corporate Development and Strategic Planning since February 2000. Prior to that time, he served as Director, Business Development — Europe and Middle East since January 1996. (4) Mr. Duncan was elected to his present position in February 2004, having served as Vice President, Special Markets from November 2001 to January 2004. Prior to that time, he served as Vice President and General Manager, Industrial Market since February 1995. (5) Ms. Harlan was elected Vice President in February 2004. She was elected Secretary in June 2003, having served as Assistant Secretary since August 2000. She was elected General Counsel in April 2002, having served as Assistant General Counsel since January 1999. (6) Mr. Hurrle was elected to his present position in April 2001, having served as National Sales Manager — Grocery since November 1990.
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| (7) | Mr. Jirsa was elected to his present position in February 2004, having served as Vice President, Information Services and Corporate Controller since June 2001. Prior to that time, he served as Vice President, Information Systems since August 1997. | |||
| (8) | Mr. Oakland was elected to his present position in November 2001, having served as Vice President and General Manager — Foodservice Market since February 1999. Prior to that time, he served as General Manager, JM Smucker (Canada) Inc. since July 1995. | |||
| (9) | Mr. Platt was elected to his present position in February 2004, having served as Director of Business Technology from August 2002 to January 2004. Prior to that time, he served as Director, Customer Service since February 1997. | |||
| (10) | Mr. Mark Smucker was elected to his present position in June 2004, having served as Vice President and General Manager, International Market from November 2001 to May 2004. Prior to that time, he served as General Manager and Managing Director, Smucker do Brasil since January 2000 and Director, Business Development — South America from January 1997 to December 1999. | |||
| (11) | Mr. Wagstaff was elected to his present position in November 2001, having served as General Manager, Uncrustables Market since May 2000. Prior to that time, he served as Product Manager, Toppings, Peanut Butter, and Specialties since January 1997. | |||
Segment and Geographic Information.Information concerning operatingreportable segments including international operations for the years 2002, 2001,2004, 2003, and 20002002 is hereby incorporated by reference fromto the 20022004 Annual Report to Shareholders, on pages 28 through 3032 and 33, under “Note D: OperatingF: Reportable Segments.”
Certain Forward-Looking Statements.This report includes certain forward-looking statements that are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties are hereby incorporated by reference fromto the Company’s 20022004 Annual Report to Shareholders under “Certain Forward-Looking Statements” on page 17.19.
4 Available Information. Access to all Securities and Exchange Commission (SEC) filings made by the Company, including its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, is provided, free of charge, on the Company’s Web site (www.smuckers.com) as soon as reasonably practicable after it files those reports electronically with the SEC.
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Item 2. PropertiesProperties.
The table below lists all of the Company’s manufacturing and fruit processing facilities.facilities at April 30, 2004. All of the Company’s properties are maintained and updated on a regular basis, and the Company continues to make investmentinvestments for expansion and technological improvements. The Company believes that existing capacity at these facilities is sufficient to sustain current operations and anticipated growth.
The properties listed below are owned, except for the West Fargo, North Dakota, location,and the Watsonville, California, locations, which isare leased. There are no material performance obligations associated with the properties listed below. The Company’s corporate headquarters are located in Orrville, Ohio.
| Domestic | ||
| Products Produced | ||
| Chico, California | Fruit and vegetable juices, beverages | |
| Grandview, Washington | Grapes, cherries, strawberries, cranberries, apples, boysenberries, blackberries, red raspberries, red currants, and pears | |
| Havre de Grace, Maryland | Fruit and vegetable juices, beverages | |
| Lexington, Kentucky | Peanut butter | |
| Memphis, Tennessee | Fruit spreads, toppings | |
| New Bethlehem, Pennsylvania | Peanut butter andGooberproducts | |
| Orrville, Ohio | Fruit spreads, toppings, syrups, industrial fruit products | |
| Oxnard, California | Strawberries, industrial fruit products | |
| Fruit spreads, | ||
| Salinas, California | Fruit spreads, | |
| Scottsville, Kentucky | Uncrustablessandwiches | |
| Watsonville, California* | Uncrustablessandwiches | |
| West Fargo, North Dakota* | Uncrustablessandwiches |
| International Locations | Products Produced | |
| Kyabram, Victoria, Australia | Fruit spreads, toppings, fruit pulps, fruit bars | |
| Livingston, Scotland | Industrial fruit products | |
| São José do Rio Pardo, Brazil | Industrial fruit products | |
| Ste-Marie, Quebec, Canada | Fruit spreads, sweet spreads, industrial products |
Upon completion of theJifandCriscomerger, the Company acquired title to property located in Lexington, Kentucky (peanut butter production), and Cincinnati, Ohio (oils and shortening production).7
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Following completion of the Multifoods merger, the Company manufactures products in 17 additional facilities across the United States and Canada. The properties listed below are owned, except for the Burnaby, British Columbia, and La Miranda, California, locations, which are leased. In addition, the land at the Pt. Colborne facility is leased and the building is owned. The Company also leases the former principal executive offices of Multifoods in Minnetonka, Minnesota.
| Domestic Locations | Products Produced | |
| Bonner Springs, Kansas | Foodservice bakery mix, frozen bakery | |
| Elyria, Ohio | Foodservice bakery mix | |
| La Miranda, California | Foodservice bakery mix | |
| Lockport, New York | Foodservice bakery mix | |
| Sedalia, Missouri | Foodservice frozen bakery | |
| Toledo, Ohio | Consumer bakery mixes and frostings |
| International Locations | Products Produced | |
| Burlington, Ontario | Consumer bakery mix | |
| Burnaby, British Columbia (two facilities) | Foodservice frozen bakery | |
| Delhi Township, Ontario | Consumer pickle tank farm | |
| Dunnville, Ontario | Consumer pickles and relish condiments | |
| Montreal, Quebec | Consumer flour mill | |
| Montreal, Quebec | Consumer bakery mix | |
| Pt. Colborne, Ontario | Consumer flour mill | |
| Saskatoon, Saskatchewan | Consumer flour and oat mill, bakery mix | |
| Simcoe, Ontario | Foodservice frozen bakery | |
| Winnipeg, Manitoba | Foodservice frozen bakery |
Item 3. Legal ProceedingsProceedings.
The Company is a defendant in 18 class action lawsuits in ten states related to itsSimply 100% Fruitproduct. The Company also has two class action lawsuits in two states related to itsDickinson 100% Fruitproduct. The complaints in these lawsuits generally allege violations of state consumer fraud acts, unjust enrichment and breach of an express warranty based on the allegation thatSimply 100% Fruitdoes not contain 100 percent fruit and it does not contain 100 percent of the fruit designated as the flavor (e.g., strawberry). The complaints generally seek damages in the form of either a partyrefund of the purchase price or the difference between the price ofSimply 100% Fruitand lower pricedSmuckerproducts. The Company believes these suits are without merit and intends to any pending legal proceeding that would be considered material.vigorously defend these actions.
Item 4. Submissions of Matters to a Vote of Security HoldersHolders.
A special meeting of the shareholders of the Company was held on April 5, 2002, to consider and vote upon the proposal to merge theJifpeanut butter business and theCriscoshortening and oils businesses of The Procter & Gamble Company into the Company and to amend the Company’s articles of incorporation in connection with the merger. The proposal was approved as follows:
| Votes For | Votes Against | Abstentions | Broker Nonvotes | |||||||||
| 50,771,318 | 300,892 | 62,018 | 0 | |||||||||
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PART II
Item 5. Market for the Registrant’s Common Stock andEquity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
(a) The information pertaining to the market for the Company’s Common Sharescommon shares and other related shareholder information is hereby incorporated by reference fromto the Company’s 20022004 Annual Report to Shareholders under “Stock Price Data” on page 11.
The information pertaining to the securities the Company has authorized for issuance under equity compensation plans is hereby incorporated by reference to Item 12 (b) Not applicable.
(c) Issuer Purchases of this report on Form 10-K.Equity Securities
| (a) | (b) | (c) | (d) | |||||||||||||
| Maximum number | ||||||||||||||||
| (or approximate | ||||||||||||||||
| Total number of | dollar value) of | |||||||||||||||
| shares purchased as | shares that may yet | |||||||||||||||
| part of publicly | be purchased under | |||||||||||||||
| Total number of | Average price paid | announced plans or | the plans or | |||||||||||||
| Period | shares purchased | per share | programs | programs | ||||||||||||
| February 1, 2004-February 29, 2004 | — | $ | — | — | — | |||||||||||
| March 1, 2004-March 31, 2004 | 1,771 | $ | 51.03 | — | — | |||||||||||
| April 1, 2004-April 30, 2004 | — | $ | — | — | — | |||||||||||
| Total | 1,771 | $ | 51.03 | — | — | |||||||||||
| (a) | All repurchases in the table represent shares repurchased from stock option recipients in lieu of cash payments for the exercise price of employee stock options. |
Item 6. Selected Financial DataData.
Five-year summaries of selected financial data for the Company and discussions of items which materially affect the comparability of the selected financial data are hereby incorporated by reference fromto the Company’s 20022004 Annual Report to Shareholders under the following captions and page numbers: “Five-Year Summary of Selected Financial Data” on page 10, “Note A: Accounting Policies” on pages 2426 through 2629, “Note B: Subsequent Event — Multifoods Acquisition (Unaudited)” on pages 29 and 30, and “Note E: Nonrecurring Charge”Restructuring” on page 30.pages 31 and 32.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationOperation.
Management’s discussion and analysis of results of operations and financial condition, including a discussion of capital resources and liquidity, and critical accounting estimates and policies, is hereby incorporated by reference fromto the Company’s 20022004 Annual Report to Shareholders under “Management’s Discussion and Analysis,” on pages 12 through 17.19.
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Item 7A. Quantitative and Qualitative Disclosures About Market RiskRisk.
Quantitative and qualitative disclosures about market risk are hereby incorporated by reference fromto the Company’s 20022004 Annual Report to Shareholders under “Derivative Financial Instruments and Market Risk” on page 17.pages 18 and 19.
Item 8. Financial Statements and Supplementary DataData.
Consolidated financial statements of the Company at April 30, 20022004 and 2001,2003, and for each of the years in the three-year period ended April 30, 2002,2004, with the report of independent auditorsregistered public accounting firm and selected unaudited quarterly financial data, are hereby incorporated by reference fromto the Company’s 20022004 Annual Report to Shareholders under “Summary of Quarterly Results of Operations” on page 11 and beginning with “Report of Registered Public Accounting Firm” on page 20 through “Management’s Report on Responsibility for Financial Reporting” on page 18 through “Note M: Common Shares”47. The related financial statement schedule is filed as part of this Form 10-K on page 39.Schedule II.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureDisclosure.
None.
7Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. Based on their evaluation as of April 30, 2004, the Company’s principal executive officers and principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.
Changes in Internal Controls. There were no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART III
Item 10. Directors and Executive Officers of the RegistrantRegistrant.
Information regarding directors and nominees for directorship, audit committee members, audit committee financial experts, and material changes to the procedures by which security holders may recommend nominees to the Company’s Board is incorporated herein by reference fromto the Company’s definitive Proxy Statement, dated July 9, 2002,6, 2004, for the 20022004 Annual Meeting of Shareholders on August 13, 2002,12, 2004, on pages 34 through 5,10 under the captioncaptions “Election of Directors”. and “Report of the Audit Committee.”
Information regarding executive officers of the Company is hereby incorporated by reference to Part I of this Annual Report on Form 10-K on pages 5 and 6.
Information regarding disclosure of latedelinquent filers pursuant to Item 405 of Regulation S-KS-X is incorporated herein by reference fromto the Company’s definitive Proxy Statement, dated July 9, 2002,6, 2004, for the 20022004 Annual Meeting of Shareholders on August 13, 2002,12, 2004, under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” on page 16.
Executive Officers of At its April 2003 Board meeting, the Company
The names, ages as of July 1, 2002, and current positions of the executive officers of the Company are listed below. All executive officers serve at the pleasure of theCompany’s Board of Directors with no fixed termadopted a revised Policy on Ethics and Conduct which applies to the Company’s directors, principal executive officers, and principal accounting officers. Also at its April 2003 meeting, the Company’s Board of office. Unless otherwise indicated,Directors adopted revised charters for each individual has served as an executive officer of the Company for more than five years.
| Name | Age | Years with Company | Position | Served as an Officer Since | |||||||||||||||
| Timothy P. Smucker | 58 | 33 | Chairman and Co-Chief Executive Officer | 1973 | |||||||||||||||
| Richard K. Smucker | 54 | 29 | President and Co-Chief Executive Officer | 1974 | |||||||||||||||
| Mark R. Belgya | 41 | 17 | Treasurer (1) | 1997 | |||||||||||||||
| Vincent C. Byrd | 47 | 25 | Vice President and General Manager, | 1988 | |||||||||||||||
| Consumer Market | |||||||||||||||||||
| Barry C. Dunaway | 39 | 15 | Vice President-Corporate Development (2) | 2001 | |||||||||||||||
| Fred A. Duncan | 56 | 24 | Vice President-Special Markets | 1984 | |||||||||||||||
| Steven J. Ellcessor | 50 | 16 | Vice President-Finance and | 1986 | |||||||||||||||
| Administration, Secretary, and Chief | |||||||||||||||||||
| Financial Officer | |||||||||||||||||||
| Robert E. Ellis | 55 | 24 | Vice President-Human Resources | 1996 | |||||||||||||||
| M. Ann Harlan | 42 | 3 | General Counsel and Assistant Secretary (3) | 2002 | |||||||||||||||
| Donald D. Hurrle, Sr. | 53 | 25 | Vice President-Sales, Grocery Market (4) | 2001 | |||||||||||||||
| Richard G. Jirsa | 56 | 27 | Vice President-Information Services and | 1978 | |||||||||||||||
| Corporate Controller | |||||||||||||||||||
| John D. Milliken | 57 | 28 | Vice President-Logistics and Western | 1981 | |||||||||||||||
| Operations | |||||||||||||||||||
| Steven T. Oakland | 41 | 19 | Vice President and General Manager, | 1999 | |||||||||||||||
| Consumer Oils (5) | |||||||||||||||||||
| Mark T. Smucker | 32 | 4 | Vice President and General Manager, | 2001 | |||||||||||||||
| International Market (6) | |||||||||||||||||||
| Richard F. Troyak | 54 | 23 | Vice President–Operations (7) | 1998 | |||||||||||||||
| Paul Smucker Wagstaff | 32 | 5 | Vice President and General Manager, | 2001 | |||||||||||||||
| Foodservice Market (8) | |||||||||||||||||||
8
9
Audit, Executive Compensation, and Nominating and Corporate Governance committees and its Corporate Governance Guidelines. The Corporate Governance Guidelines were subsequently amended to reflect “Independent Directors” standards under the final rules of the New York Stock Exchange (NYSE Rule 303A.02). Copies of these documents are available on the Company’s Web site (www.smuckers.com).
Item 11. Executive CompensationCompensation.
Information regarding the compensation of directors and executive officers is incorporated by reference fromto the Company’s definitive Proxy Statement, dated July 9, 2002,6, 2004, for the 20022004 Annual Meeting of Shareholders on August 13, 2002,12, 2004, on page 5pages 6 and 7 under “Director Compensation”, on pages 7 through 10 underCompensation,” and beginning with “Report of the Executive Compensation Committee of the Board of Directors”Committee” on page 12 and incontinuing through the compensation tables ending on pages 11 through 12.page 19.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersMatters.
Information regarding security ownership of certain beneficial owners, of the named executive officers, and of directors and executive officers as a group, is hereby incorporated by reference fromto the Company’s definitive Proxy Statement, dated July 9, 2002,6, 2004, for the 20022004 Annual Meeting of Shareholders on August 13, 2002,12, 2004, on pages 1521 through 16,23, under “Ownership of Common Shares.”
11
The following table presents information pertaining to the securities the Company has authorized for issuance under equity compensation plans is hereby incorporated by reference from the Company’s definitive Proxy Statement, dated July 9, 2002, for the 2002 Annual Meetingas of Shareholders on August 13, 2002, under “Equity Compensation Plan Information” on page 13.April 30, 2004.
| Number of Securities | ||||||||||||
| Remaining Available | ||||||||||||
| Number of | for Future Issuance | |||||||||||
| Securities to be | Under Equity | |||||||||||
| Issued Upon | Weighted-Average | Compensation | ||||||||||
| Exercise of | Exercise Price of | Plans (Excluding | ||||||||||
| Outstanding | Outstanding | Securities | ||||||||||
| Options, Warrants | Options, Warrants | Reflected in | ||||||||||
| Plan Category | and Rights (a) | and Rights (b) | Column (a)) (2) (c) | |||||||||
| Equity compensation plans approved by security holders | 2,563,573 | $ | 30.64 | 2,094,009 | ||||||||
| Equity compensation plans not approved by security holders (1) | 84,779 | N/A | 15,221 | |||||||||
| Total | 2,648,352 | $ | 30.64 | 2,109,230 | ||||||||
| (1) | This row sets forth the number of outstanding deferred stock units under Smucker’s Nonemployee Director Stock Plan. The weighted average exercise price of outstanding options, warrants, and rights in column (b) does not take these awards into account. Smucker’s Nonemployee Director Stock Plan provides for an initial grant of deferred stock units to Nonemployee Directors upon their joining the Smucker Board of Directors and for the annual grant of deferred stock units to Nonemployee Directors, subject to a maximum of 6,000 deferred stock units per Director. This Plan also provides for the receipt by Nonemployee Directors of all or a portion, pursuant to an election made by each Director, of their annual retainer fees and meeting fees in the form of deferred stock units. | |||
| (2) | The maximum number of shares that may be issued as restricted stock or other nonoption awards is 1,025,295. As of April 30, 2004, 773,446 shares remain available for grant as awards other than options. The weighted average exercise price of outstanding options, warrants, and rights in column (b) does not take these restricted stock or other nonoption awards into account. | |||
Item 13. Certain Relationships and Related TransactionsTransactions.
Information regarding certain relationships and related transactions is hereby incorporated by reference fromto the Company’s definitive Proxy Statement dated July 9, 2002,6, 2004, for the 20022004 Annual Meeting of Shareholders on August 13, 2002,12, 2004, beginning with “Election of Directors” on page 34 and continuing through “Director Compensation”Independence” on page 5.8.
Item 14. Principal Accountant Fees and Services.
In addition to informationInformation regarding accountants’ fees and services is hereby incorporated by reference fromto the Company’s definitive Proxy Statement Mr. William H. Steinbrink, a directordated July 6, 2004, for the 2004 Annual Meeting of the Company, is a partner in the law firm of Jones, Day, Reavis and Pogue. Such firm provided legal servicesShareholders on behalf of the Company during fiscal 2002August 12, 2004, on a variety of matters, and it is anticipated that such firm will provide services in fiscal 2003.page 11, under “Independent Auditors’ Fees.”
1012
PART IV
Item 14.15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
| (a) 1, 2. | Financial Statements and Financial Statement Schedule | |
| The index to Consolidated Financial Statements and Financial Statement Schedule is included on page F-1 of this Report. | ||
| 3. | Exhibits |
| Exhibit | ||
| No. | ||
| Description | ||
| Agreement and Plan of Merger, dated October 9, 2001, by and among The Procter & Gamble Company, The Procter & Gamble Ohio Brands Company and The J. M. Smucker Company incorporated by reference to Form 8-K filed on October 12, 2001. | ||
| 2.2 | Agreement and Plan of Merger, dated March 7, 2004, by and among The J. M. Smucker Company, International Multifoods Corporation, and MIX Acquisition Corporation incorporated by reference to Form 8-K filed on March 8, 2003. | |
| 3.1 | Amended Articles of Incorporation incorporated by reference to Amendment No. 3 to Form S-4 filed on February 28, 2002. | |
| 3.2 | Amended Regulations | |
| 4 | Amended and Restated Rights Agreement, dated as of August 28, 2000, by and between the Company and ComputerShare Investor Services, LLC (successor to Harris Trust and Savings Bank) incorporated by reference to the Registration Statement on Form 8-A filed on August 28, 2000, as amended by Amendment No. 1 thereto, dated as of October 9, 2001, incorporated by reference to the Registration Statement on Form 8-A filed on October 22, 2002. | |
| 10.1 | Amended Restricted Stock Bonus Plan incorporated by reference to the 1994 Annual Report on Form 10-K (Commission File No. 1-5111). | |
| 10.2 | 1987 Stock Option Plan incorporated by reference to the 1994 Annual Report on Form 10-K (Commission File No. 1-5111). | |
| 10.3 | Management Incentive Plan incorporated by reference to the 1996 Annual Report on Form 10-K (Commission File No. 1-5111). | |
| 10.4 | Nonemployee Director Stock Plan dated January 1, 1997 incorporated by reference to the 1997 Annual Report on Form 10-K (Commission File No. 1-5111). | |
| 10.5 | 1998 Equity and Performance Incentive Plan (as amended and restated effective as of October 29, 2002) incorporated by reference to Form 10-Q for the quarterly period ended October 31, 2002. | |
| 10.6 | Note Purchase Agreement (dated as of June 16, 1999) incorporated by reference to Form 10-Q for the quarterly period ended July 31, 1999. |
13
| Exhibit | ||
| No. | Description | |
| 10.7 | Top Management Supplemental Retirement Benefit Plan (May 1, 1999 Restatement) incorporated by reference to Form 10-Q for the quarterly period ended July 31, 1999. |
11
| Note Purchase Agreement (dated as of August 23, 2000) incorporated by reference to Form 10-Q for the quarterly period ended October 31, 2000. | ||
| 10.9 | Nonemployee Director Stock Option Plan incorporated by reference to Form 10-Q for the quarterly period ended October 31, 2001. | |
| 10.10 | Consulting and Noncompete Agreements incorporated by reference to Form 10-Q for the quarterly period ended July 31, 2002. | |
| 10.11 | Severance Package Agreement incorporated by reference to the 2003 Annual Report on Form 10-K. | |
| 10.12 | Voluntary Deferred Compensation Plan incorporated by reference to the 2003 Annual Report on Form 10- K Amendment No. 1. | |
| 10.13 | First Amendment (dated as of November 30, 2001) to Note Purchase Agreement (dated as of June 16, 1999) | |
| 10.14 | First Amendment (dated as of November 30, 2001) to Note Purchase Agreement (dated as of August 23, 2000) | |
| 13 | Excerpts from | |
| 14 | Policy on Ethics and Conduct (adopted April 15, 2003) incorporated by reference to the 2003 Annual Report on Form 10-K. | |
| 21 | Subsidiaries of the Registrant | |
| 23 | Consent of Independent | |
| 24 | Powers of Attorney | |
| 31.1 | Certifications of Timothy P. Smucker pursuant to Rule 13a-14(a) and Rule 15a-14(a) of the Securities Exchange Act | |
| 31.2 | Certifications of Richard K. Smucker pursuant to Rule 13a-14(a) and Rule 15a-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 |
All other required exhibits are either inapplicable to the Company or require no answer.
| (b) | Reports on Form 8-K filed in the Fourth Quarter of |
On April 20, 2004, the Company filed a Current Report on Form 8-K (item 5) with the Securities and Exchange Commission reporting that the waiting period for information filed in connection with the proposed merger with International Multifoods Corporation under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on April 16, 2004, without a formal request for additional information from the U.S. Department of Justice or the Federal Trade Commission.
| (c) | The | |
| (d) | The |
1214
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: July | 13, 2004 | The J. M. Smucker Company | |||||
| /s/ Richard K. Smucker | |||||||
| By: Richard K. Smucker | |||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | ||||
| Title | Date | |||
| * | ||||
| Timothy P. Smucker | Chairman and Co-Chief Executive Officer, and Director (Principal Executive Officer) | July | ||
| /s/ Richard K. Smucker | ||||
| Richard K. Smucker | President, Financial Officer, and Director (Principal Executive Officer and Principal Financial Officer) | July | ||
| * | ||||
| Richard G. Jirsa | Vice (Principal Accounting Officer) | July | ||
| * | ||||
| Vincent C. Byrd | Director | July | ||
| * R. Douglas Cowan | Director | July 6, 2004 | ||
| * | ||||
| Kathryn W. Dindo | Director | July | ||
| * | ||||
| Fred A. Duncan | Director | July | ||
| * | ||||
| Elizabeth Valk Long | Director | July | ||
| * | ||||
| Charles S. Mechem, Jr. | Director | July | ||
| * Gary A. Oatey | Director | July 6, 2004 | ||
| * | ||||
| William H. Steinbrink | Director | July |
| * | ||||
* The undersigned, by signing his name hereto, does sign and execute this reports 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.
THE J. M. SMUCKER COMPANY
ANNUAL REPORT ON FORM 10-K
ITEMS 14(a) (1) AND (2), (c) AND (d)
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
CERTAIN EXHIBITS
FINANCIAL STATEMENT SCHEDULE
| Date: July 13, 2004 | /s/ M. Ann Harlan | |||
| By: M. Ann Harlan | ||||
| Attorney-in-Fact | ||||
15
INDEX OF EXHIBITS
| Assigned | ||
| Exhibit No. * | Description | |
| 2.1 | Agreement and Plan of Merger, dated October 9, 2001, by and among The Procter & Gamble Company, The Procter & Gamble Ohio Brands Company and The J. M. Smucker Company incorporated by reference to Form 8-K filed on October 12, 2001. | |
| 2.2 | Agreement and Plan of Merger, dated March 7, 2004, by and among The J. M. Smucker Company, International Multifoods Corporation, and MIX Acquisition Corporation incorporated by reference to Form 8-K filed on March 8, 2003. | |
| 3.1 | Amended Articles of Incorporation incorporated by reference to Amendment No. 3 to Form S-4 filed on February 28, 2002. | |
| 3.2 | Amended Regulations incorporated by reference to Form 10-Q for the quarterly period ended October 31, 2000. | |
| 4 | Amended and Restated Rights Agreement, dated as of August 28, 2000, by and between the Company and ComputerShare Investor Services, LLC (successor to Harris Trust and Savings Bank) incorporated by reference to the Registration Statement on Form 8-A filed on August 28, 2000, as amended by Amendment No. 1 thereto, dated as of October 9, 2001, incorporated by reference to the Registration Statement on Form 8-A filed on October 22, 2002. | |
| 10.1 | Amended Restricted Stock Bonus Plan incorporated by reference to the 1994 Annual Report on Form 10-K (Commission File No. 1-5111). | |
| 10.2 | 1987 Stock Option Plan incorporated by reference to the 1994 Annual Report on Form 10-K (Commission File No. 1-5111). | |
| 10.3 | Management Incentive Plan incorporated by reference to the 1996 Annual Report on Form 10-K (Commission File No. 1-5111). | |
| 10.4 | Nonemployee Director Stock Plan dated January 1, 1997 incorporated by reference to the 1997 Annual Report on Form 10-K (Commission File No. 1-5111). | |
| 10.5 | 1998 Equity and Performance Incentive Plan (as amended and restated effective as of October 29, 2002) incorporated by reference to Form 10-Q for the quarterly period ended October 31, 2002. | |
| 10.6 | Note Purchase Agreement (dated as of June 16, 1999) incorporated by reference to Form 10-Q for the quarterly period ended July 31, 1999. | |
| 10.7 | Top Management Supplemental Retirement Benefit Plan (May 1, 1999 Restatement) incorporated by reference to Form 10-Q for the quarterly period ended July 31, 1999. | |
| 10.8 | Note Purchase Agreement (dated as of August 23, 2000) incorporated by reference to Form 10-Q for the quarterly period ended October 31, 2000. | |
| 10.9 | Nonemployee Director Stock Option Plan incorporated by reference to Form 10-Q for the quarterly period ended October 31, 2001. | |
| 10.10 | Consulting and Noncompete Agreements incorporated by reference to Form 10-Q for the quarterly period ended July 31, 2002. |
16
| Assigned | ||
| Exhibit No. * | Description | |
| 10.11 | Severance Package Agreement incorporated by reference to the 2003 Annual Report on Form 10-K. | |
| 10.12 | Voluntary Deferred Compensation Plan incorporated by reference to the 2003 Annual Report on Form 10- K Amendment No. 1. | |
| 10.13 | First Amendment (dated as of November 30, 2001) to Note Purchase Agreement (dated as of June 16, 1999) | |
| 10.14 | First Amendment (dated as of November 30, 2001) to Note Purchase Agreement (dated as of August 23, 2000) | |
| 13 | Excerpts from 2004 Annual Report to Shareholders | |
| 14 | Policy on Ethics and Conduct (adopted April 15, 2003) incorporated by reference to the 2003 Annual Report on Form 10-K. | |
| 21 | Subsidiaries of the Registrant | |
| 23 | Consent of Independent Registered Public Accounting Firm | |
| 24 | Powers of Attorney | |
| 31.1 | Certifications of Timothy P. Smucker pursuant to Rule 13a-14(a) and Rule 15a-14(a) of the Securities Exchange Act | |
| 31.2 | Certifications of Richard K. Smucker pursuant to Rule 13a-14(a) and Rule 15a-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 |
* Exhibits 9, 11, 12, 16, 18, 19, 22, and 99 are either inapplicable to the Company or require no answer.
17
THE J. M. SMUCKER COMPANY
ANNUAL REPORT ON FORM 10-K
ITEMS 16(a) (1) AND (2), (c) AND (d)
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
CERTAIN EXHIBITS
FINANCIAL STATEMENT SCHEDULE
| Form | Annual | ||||||||||||||||||
| 10-K | Report | ||||||||||||||||||
| Report | Shareholders | ||||||||||||||||||
| Data incorporated by reference | |||||||||||||||||||
| Report of Registered Public Accounting Firm | 20 | ||||||||||||||||||
| Consolidated Balance Sheets at April 30, 2004 and 2003 | 22 - 23 | ||||||||||||||||||
| For the years ended April 30, | 2002: | ||||||||||||||||||
| Statements of Consolidated Income | |||||||||||||||||||
| Statements of Consolidated Cash Flows | |||||||||||||||||||
| Statements of Consolidated Shareholders’ Equity | |||||||||||||||||||
| Notes to Consolidated Financial Statements | |||||||||||||||||||
| Consolidated financial statement schedule at April 30, | 2002: | ||||||||||||||||||
| II. Valuation and qualifying accounts | F-2 | ||||||||||||||||||
All other schedules are omitted because they are not applicable or because the information required is included in the Consolidated Financial Statements or the notes thereto.
F-1
F-1
THE J. M. SMUCKER COMPANY
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED APRIL 30, 2004, 2003, and 2002 2001, AND 2000
(Dollars in Thousands)
| Balance | Charged to | Charged to | Balance at | |||||||||||||||||||
| at Beginning | Costs and | Other | Deductions | End of | ||||||||||||||||||
| Classification | of Year | Expenses | Accounts | (A) | Year | |||||||||||||||||
| 2002: | ||||||||||||||||||||||
| Valuation allowance for | ||||||||||||||||||||||
| Deferred tax assets | $ | 1,522 | $ | 38 | $ | — | $ | — | $ | 1,560 | ||||||||||||
| Allowance for doubtful accounts | 405 | 316 | — | 206 | 515 | |||||||||||||||||
| $ | 1,927 | $ | 354 | $ | — | $ | 206 | $ | 2,075 | |||||||||||||
| 2001: | ||||||||||||||||||||||
| Valuation allowance for Deferred tax assets | $ | 1,728 | $ | (206 | ) | $ | — | $ | — | $ | 1,522 | |||||||||||
| Allowance for doubtful accounts | 504 | 230 | — | 329 | 405 | |||||||||||||||||
| $ | 2,232 | $ | 24 | $ | — | $ | 329 | $ | 1,927 | |||||||||||||
| 2000: | ||||||||||||||||||||||
| Valuation allowance for Deferred tax assets | $ | 1,695 | $ | 33 | $ | — | $ | — | $ | 1,728 | ||||||||||||
| Allowance for doubtful accounts | 733 | 291 | — | 520 | 504 | |||||||||||||||||
| $ | 2,428 | $ | 324 | $ | — | $ | 520 | $ | 2,232 | |||||||||||||
| Balance | ||||||||||||||||||||
| at | Charged to | Charged to | Deduct- | Balance at | ||||||||||||||||
| Beginning | Costs and | Other | ions | End of | ||||||||||||||||
| Classification | of Year | Expenses | Accounts | (A) | Year | |||||||||||||||
| 2004: | ||||||||||||||||||||
| Valuation allowance for deferred tax assets | $ | 1,755 | $ | 323 | $ | — | $ | — | $ | 2,078 | ||||||||||
| Allowance for doubtful accounts | 972 | 392 | — | 317 | 1,047 | |||||||||||||||
| $ | 2,727 | $ | 715 | $ | — | $ | 317 | $ | 3,125 | |||||||||||
| 2003: | ||||||||||||||||||||
| Valuation allowance for deferred tax assets | $ | 1,560 | $ | 195 | $ | — | $ | — | $ | 1,755 | ||||||||||
| Allowance for doubtful accounts | 515 | 2,376 | — | 1,919 | 972 | |||||||||||||||
| $ | 2,075 | $ | 2,571 | $ | — | $ | 1,919 | $ | 2,727 | |||||||||||
| 2002: | ||||||||||||||||||||
| Valuation allowance for deferred tax assets | $ | 1,522 | $ | 38 | $ | — | $ | — | $ | 1,560 | ||||||||||
| Allowance for doubtful accounts | 405 | 316 | — | 206 | 515 | |||||||||||||||
| $ | 1,927 | $ | 354 | $ | — | $ | 206 | $ | 2,075 | |||||||||||
| (A) Uncollectible accounts written off, net of recoveries. |
F-2
F – 2