February 03, 2006
Mr. Mark R. Belgya
Chief Financial Officer
J. M. Smucker Company
One Strawberry Lane
Orrville, Ohio 44667-0280
Re: J. M. Smucker Company
Form 10-K for Fiscal Year Ended April 30, 2005
Filed July 12, 2005
Form 10-Q for Six Months Ended October 31, 2005
Filed December 9, 2005
File No. 001-05111
Dear Mr. Belgya:
We have reviewed your filings and have the following
comments.
We have limited our review of your filings to those issues we have
addressed in our comments. Where indicated, we think you should
revise your documents. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosures in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Fiscal Year Ended April 30, 2005
Derivative Financial Instruments and Market Risk, page 15
1. We note your discussion of your market risk related to changes
in
commodity prices. Item 305 of Regulation S-K requires you to
provide
quantitative information about market risk as of the end of the
latest fiscal year. Please expand your discussion to include
quantitative information about your commodity price risk using one
of
the three disclosure alternatives outlined in Item 305 of
Regulation
S-K.
Statements of Consolidated Cash Flows, page 24
2. We note you begin your reconciliation of net cash flows from
operating activities with income from continuing operations.
Paragraph 28 of SFAS 95 requires you to reconcile net income to
net
cash flows from operating activities. Please amend your
statements
of consolidated cash flows accordingly. Additionally, tell us the
nature of the amounts you have reported in the line item
discontinued
operations. Please note the basic disclosure requirement of SFAS
95
(i.e. all cash flows should be reported as either an operating,
investing or financing activity) do not support the aggregation of
operating, investing and financing cash flows from discontinued
operations into a single line item.
Notes to Consolidated Financial Statements, page 26
3. We note your Legal Proceedings disclosure on page 8 of your
Form
10-K for the fiscal year ended April 30, 2005 in which you explain
the California Environmental Protection Agency is investigating
whether one of your properties contributed to the contamination of
certain domestic water supply wells. Although we understand you
are
not able to estimate the full amount of loss, it is unclear
whether
you have accrued for this item.
If it is at least a reasonable possibility you may incur a loss as
a
result of this investigation, please disclose within the financial
statements the nature of this contingency and an estimate of the
possible loss or range of loss. If it is not possible to estimate
an
amount or range of loss, that fact should be disclosed. In
addition,
please comply with the applicable disclosure requirements outlined
in
SAB Topic 5:Y and Chapter 7 of SOP 96-1, and disclose your policy
for
accounting for environmental related liabilities, if material.
Tell
us any amounts accrued for this matter, and any amounts quantified
by
third parties as damages or costs to remediate.
Closing Comments
As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosures in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosures, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosures in the filings;
* staff comments or changes to disclosures in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Lily Dang at (202) 551-3867 or Jenifer
Gallagher
at (202) 551-3706 if you have questions regarding comments on the
financial statements and related matters. Please contact me at
(202)
551-3686 with any other questions.
Sincerely,
Karl Hiller
Branch Chief
Mr. Mark Belgya
The J. M. Smucker Company
February 03, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010