-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, jLfKoId5HMNwnmcmX779EIEEnG1lg4/GMHFUssHrBaF0CSRLqQMPc2b65OvpRy7q bQu1dHWt6Q5i3t8Jm8MUag== 0000950152-94-000718.txt : 19940719 0000950152-94-000718.hdr.sgml : 19940719 ACCESSION NUMBER: 0000950152-94-000718 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 21 CONFORMED PERIOD OF REPORT: 19940430 FILED AS OF DATE: 19940715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMUCKER J M CO CENTRAL INDEX KEY: 0000091419 STANDARD INDUSTRIAL CLASSIFICATION: 2033 IRS NUMBER: 340538550 STATE OF INCORPORATION: OH FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05111 FILM NUMBER: 94539077 BUSINESS ADDRESS: STREET 1: STRAWBERRY LN CITY: ORRVILLE STATE: OH ZIP: 44667 BUSINESS PHONE: 2166823000 MAIL ADDRESS: STREET 1: STRAWBERRY LANE, P.O. BOX 280 CITY: ORRVILLE STATE: OH ZIP: 44667 10-K 1 SMUCKER'S 10-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended April 30, 1994 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-5111 THE J. M. SMUCKER COMPANY OHIO 34-0538550 State of Incorporation I.R.S. Employer Identification No.
One Strawberry Lane Orrville, Ohio 44667-0280 Principal executive offices Telephone number: (216) 682-3000 Securities registered pursuant to Section 12(b) of the Act: Class A Common Shares, no par value Registered on the Class B Common Shares, no par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None The Registrant 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, and has been subject to such filing requirements for at least the past 90 days. 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. (X) As of July 5, 1994, 14,391,339 Class A Common Shares and 14,780,839 Class B Common Shares of The J.M. Smucker Company were issued and outstanding. The aggregate market value of the voting Common Shares (Class A) held by non-affiliates of the Registrant at July 5, 1994, was $270,068,939. Certain sections of the Registrant's definitive Proxy Statement, dated July 11, 1994, for the August 16, 1994 Annual Meeting of Shareholders and of the 1994 Annual Report to Shareholders are incorporated by reference into Parts I, II, III and IV of this Report. 2 PART I ITEM 1. BUSINESS THE COMPANY. The J. M. Smucker Company was begun in 1897 and was incorporated in Ohio in 1921. The Company, generally referred to as "SMUCKER'S" (a registered trademark), operates in one industry, the manufacturing and marketing of food products on a worldwide basis. Unless otherwise indicated by the context, the term "Company" as used in this report means The J. M. Smucker Company and its subsidiaries. PRINCIPAL PRODUCTS. The principal products of the Company are jams, jellies, preserves, fruit spreads, frozen pies, dessert toppings, syrups, peanut butter, industrial fruit products (such as bakery and yogurt fillings), fruit and vegetable juices, juice beverages, pie fillings, condiments, and gift packages. The Company is structured around six strategic business areas: Consumer, Mrs. Smith's, Foodservice, International, Industrial, and Specialty Foods. Within the domestic markets, the Company's products are primarily sold through brokers to chain, wholesale, cooperative, and independent grocery accounts and other consumer markets, and to foodservice distributors and chains including: hotels, restaurants, and institutions. Industrial products such as bakery and fruit fillings are typically sold direct to other food manufacturers and marketers for inclusion in their products. The Company's acquisition of the Mrs. Smith's Frozen Foods Co., a subsidiary of Kellogg Company in late fiscal 1994 has allowed the Company to expand its distribution into the frozen foods section of the grocery store. The Company's distribution outside the United States is principally in Canada, Australia, the United Kingdom, and Latin America, although products are exported to other countries. The acquisition during fiscal 1994 of the Culinar, Inc. jam division in Quebec significantly expanded the Company's presence in the Canadian market. International sales now represent approximately 11% of total Company sales. SOURCES AND AVAILABILITY OF RAW MATERIALS. The fruit raw materials used by the Company in the production of its food products are generally purchased from independent growers and suppliers, although the Company grows some strawberries for its own use. Because of the seasonal nature 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, and other ingredients are obtained from various other sources. PATENTS AND TRADEMARKS. The Company's products are marketed under several trademarks owned by the Company. The principal trademarks of the Company include: "SMUCKER'S", "MRS. SMITH'S", "THE R. W. KNUDSEN FAMILY", "MARY ELLEN", "LOST ACRES", "SIMPLY FRUIT", "DUTCH GIRL", "GOOD MORNING", "EXTRA FRUIT", "DOUBLE FRUIT", "J. M. SMUCKER'S", "SUPER SPREADERS", "LOW SUGAR", "GOOBER", "MAGIC SHELL", "SPECIAL RECIPE", "SUNDAE SYRUP", "RECHARGE", "AFTER THE FALL", "SANTA CRUZ NATURAL", "DICKINSON'S", "SPRITZER", "FRUIT TEAZER", "TEAKOOLER", "HEINKE", and "FRUITAGE". In addition, the Company licenses the "IXL", "SHIRRIFF", "SCHWARTAU", and "VACHON" brands. 3 Other slogans or designs considered important trademarks to the Company include: "With a name like SMUCKER'S, it has to be good," "SMUCKER'S" banner, the Crock Jar shape, Gingham design, and strawberry logo. SEASONALITY. Historically, the Company's business has not been highly seasonal. However, due to the demand for frozen pies during the fall and holiday season, the Company expects the addition of "MRS. SMITH'S" to significantly impact its second and third quarter results. WORKING CAPITAL. Working capital requirements are greatest during the late spring and summer months due to seasonal procurement of fruits, berries, and peanuts. During this period, short-term borrowing may be used to augment working capital generated by sales. CUSTOMERS. The Company is not dependent either on a single customer or on a very few for a major part of its sales. No single domestic or foreign customer accounts for more than 10% of consolidated sales. ORDERS. Generally, orders are filled within a few days of receipt and the backlog of unfilled orders at any particular time is not material. GOVERNMENT BUSINESS. The Company has no material portion of its business which may be subject to negotiation of profits or termination of contracts at the election of the government. COMPETITION. The Company is the leading manufacturer of fruit spreads, toppings, and frozen pies in the United States. The Company's business is highly competitive as all its brands compete for retail shelf space with other advertised and branded products as well as unadvertised and private label products. The rapid growth of alternative store formats (i.e. Warehouse Club and Mass Merchandise stores) and changes in business practices, resulting from both technological advances and new industry techniques, have 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, advertising, and promotion. ENVIRONMENTAL MATTERS. Compliance with the provision 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 capital expenditures, earnings, or competitive position of the Company. EMPLOYEES. At April 30, 1994, the Company had approximately 2,600 full-time employees, worldwide. SEGMENT AND GEOGRAPHIC INFORMATION. Information concerning international operations for the years 1994, 1993, and 1992 is hereby incorporated by reference from the 1994 Annual Report to Shareholders, on page 20 under Note B: "Operating Segments." 4 ITEM 2. PROPERTIES The table below lists all the Company's manufacturing and fruit processing facilities. All of the Company's properties are maintained and updated on a regular basis, and the Company continues to make investment for expansion and technological improvements.
Domestic Manufacturing Locations Products Produced - - -------------------------------- -------------------------------------------------- Orrville, Ohio Fruit spreads, toppings, industrial fruit products Salinas, California Fruit spreads, toppings Memphis, Tennessee Fruit spreads, toppings Ripon, Wisconsin Fruit spreads, toppings, condiments New Bethlehem, Pennsylvania Peanut butter and "GOOBER" products Pottstown, Pennsylvania Frozen pies, frozen desserts, pie shells Chico, California Fruit and vegetable juices, beverages Havre de Grace, Maryland Fruit and vegetable juices, beverages Fruit Processing Locations Fruit Processed - - -------------------------- ------------------------------------------------- Watsonville, California Strawberries, oranges, apples, peaches, apricots Woodburn, Oregon Industrial fruit products, strawberries, raspberries, blackberries, blueberries Grandview, Washington Grapes, cherries, strawberries Oxnard, California Strawberries International Manufacturing - - --------------------------- Locations Products Produced - - --------- ------------------------------------------------- Ste-Marie, Quebec, Canada Fruit spreads, pie fillings, sweet spreads Kyabram, Victoria, Australia Fruit spreads, toppings, fruit pulps Elsenham, England Jams, specialty items
In addition to the locations listed above, acreage is leased in California for the growing of strawberries. The corporate headquarters are located in Orrville, Ohio and offices are leased in Toronto, Ontario, and Longueuil, Quebec, Canada, and Carlton, Victoria, Australia. All production properties are owned except the facility in Oxnard, California, which is leased. ITEM 3. LEGAL PROCEEDINGS The Company is not a party to any pending legal proceeding which would be considered material. 5 ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. EXECUTIVE OFFICERS OF THE COMPANY The names, ages as of July 1, 1994, and positions of the executive officers of the Company are listed below. All executive officers serve at the pleasure of the Board of Directors, with no fixed term of office. Paul H. Smucker is the father of Tim and Richard K. Smucker. All of the officers have held various positions with the Company for more than five years.
Years with Served in Name Age Company Position Office Since - - ------------------------------------------------------------------------------------------------------------- Paul H. Smucker 77 55 Chairman of the Executive Committee 1970 Tim Smucker 50 25 Chairman 1987 Richard K. Smucker 46 21 President 1987 Vincent C. Byrd 39 17 Vice President - International 1989 K. Edwin Dountz 52 18 Vice President - Sales 1982 Fred A. Duncan 48 16 Vice President - Procurement and 1984 Technical Services Charles A. Laine 58 29 Vice President - Consumer Marketing 1984 R. Alan McFalls 49 17 Vice President - Corporate Development and Planning 1988 John D. Milliken 49 20 Vice President - Customer Logistics 1981 Robert R. Morrison 59 33 Vice President - Operations 1967 Vernon D. Netzly 64 38 Vice President - Industrial Market 1967 Steven J. Ellcessor 42 8 Secretary and General Counsel 1986 Richard G. Jirsa 48 19 Controller 1978 Philip P. Yuschak 55 18 Treasurer 1989
PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS The information pertaining to the market for the Company's Common Stock and other related shareholder information is hereby incorporated by reference from the Company's 1994 Annual Report to Shareholders under the caption "Stock Price Data" on page 9. 6 ITEM 6. SELECTED FINANCIAL DATA Five year summaries of selected financial data for the Company and discussions of accounting changes which materially affect the comparability of the selected financial data are hereby incorporated by reference from the Company's 1994 Annual Report to Shareholders under the following captions and page numbers: "Five Year Summary of Selected Financial Data" on page 9; Note E: "Postretirement Benefits Other Than Pensions" on page 22; and Note G: "Income Taxes" on pages 24 and 25. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS Management's discussion and analysis of results of operations and financial condition, including a discussion of liquidity and capital resources, is hereby incorporated by reference from the Company's 1994 Annual Report to Shareholders, on pages 10 through 12. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Consolidated financial statements of the Company at April 30, 1994, 1993, and 1992 and for each of the three years in the period ended April 30, 1994, with the report of independent auditors and selected unaudited quarterly financial data, are hereby incorporated by reference from the Company's 1994 Annual Report to Shareholders on page 9 and pages 13 through 26, respectively. ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information regarding directors and nominees for directorship is incorporated herein by reference from the Company's definitive Proxy Statement, dated July 11, 1994, for the 1994 Annual Meeting of Shareholders on August 16, 1994, on pages 2 through 4, under the caption "Election of Directors." For information concerning the Company's executive officers, see "Executive Officers of the Registrant" set forth in Part I hereof. ITEM 11. EXECUTIVE COMPENSATION Information regarding the compensation of directors and executive officers is incorporated by reference from the Company's definitive Proxy Statement, dated July 11, 1994, for the 1994 Annual Meeting of Shareholders on August 16, 1994 under the following captions and page numbers: "Directors' Meetings and Compensation" on page 4, and "Executive Compensation" on pages 4 through 10. 7 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Information regarding security ownership of certain beneficial owners of all directors and nominees, of the named executive officers, and of directors and executive officers as a group, is hereby incorporated by reference from the Company's definitive Proxy Statement, dated July 11, 1994, for the 1994 Annual Meeting of Shareholders on August 16, 1994 on pages 12 and 13 under the caption "Ownership of Common Shares." ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information regarding certain relationships and related transactions is hereby incorporated by reference from the Company's definitive Proxy Statement dated July 11, 1994, for the 1994 Annual Meeting of Shareholders on August 16, 1994 under the following captions and page numbers: "Election of Directors" on pages 2 through 4. 8 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) 1, 2. Financial Statements and Financial Statement Schedules The index to Consolidated Financial Statements and Financial Statement Schedules is included on page F-1 of this Report. 3. Exhibits
Exhibit No. Description - - ------ ------------------------------------------------------- 3(a) 1991 Amended Articles of Incorporation incorporated by reference to the 1992 Annual Report on Form 10-K. 3(b) Amended Regulations incorporated by reference to the 1988 Annual Report on Form 10-K. 4(a) Industrial Development Revenue Bond Project Agreement dated as of December 1, 1986. As permitted by Item 601(b)(4)(iii) of Regulation S-K, copies of this instrument are not filed herewith; a copy will be furnished to the Commission upon request. 4(b) Promissory Note between The J. M. Smucker Company and First of America Bank - Central dated as of March 15, 1993. As permitted by Item 601(b)(4)(iii) of Regulation S-K, copies of this instrument are not filed herewith; a copy will be furnished to the Commission upon request. 10(a) Amended Restricted Stock Bonus Plan, as amended. 10(b) Top Management Supplemental Retirement Benefit Plan, as amended and restated. 10(c) 1987 Stock Option Plan, as amended. 10(d) Management Incentive Plan 13 Excerpts from 1994 Annual Report to Shareholders 22 Subsidiaries of the Registrant 23 Consent of Independent Auditors 24 Power of Attorney All other required exhibits are either inapplicable to the Company or require no answer.
9 Copies of exhibits are not attached hereto, but the Company will furnish any of the foregoing exhibits to any shareholder upon written request. Please address inquiries to: The J. M. Smucker Company, Strawberry Lane, Orrville, Ohio 44667, Attention: Steven J. Ellcessor, Secretary. A fee of $1 per page will be charged to help defray the cost of handling, copying, and return postage. (b) Reports on Form 8-K filed in the Fourth Quarter of 1994. On April 15, 1994, the Company filed a Current Report on Form 8-K with the Securities and Exchange Commission reporting that the Company was acquiring the "MRS. SMITH'S" frozen pie business from Mrs. Smith's Frozen Foods Co., a wholly owned subsidiary of Kellogg Company. On June 13, 1994, the Company amended its April 15, 1994 Form 8-K filing to include both audited financial statements and proforma information as required under item 7(a) and 7(b) of Form 8-K. (c) The response to this portion of Item 14 is submitted as a separate section of this report. (d) The response to this portion of Item 14 is submitted as a separate section of this report. 10 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K Report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: July 15, 1994 The J. M. Smucker Company By ___________________________________ Steven J. Ellcessor, Secretary Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. _______________________________ Chairman of the Executive Committee and Director Paul H. Smucker (Principal Executive Officer) _______________________________ Chairman and Director Tim Smucker (Principal Executive Officer) _______________________________ President and Director Richard K. Smucker (Principal Executive Officer) (Principal Financial Officer) _______________________________ Controller Richard G. Jirsa (Principal Accounting Officer) _______________________________ Director Lena C. Bailey _______________________________ Director William P. Boyle, Jr. _______________________________ Director By _______________________________ Russell G. Mawby Steven J. Ellcessor Attorney-in-Fact _______________________________ Director Charles S. Mechem, Jr. Date: July 15, 1994 _______________________________ Director Robert R. Morrison _______________________________ Director Vernon D. Netzly _______________________________ Director Benjamin B. Tregoe, Jr. _______________________________ Director Barbara Trueman _______________________________ Director William Wrigley, Jr.
11 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 SCHEDULES CERTAIN EXHIBITS FINANCIAL STATEMENT SCHEDULES
Form Annual 10-K Report To Report Shareholders ------ ------------ Data incorporated by reference from the 1994 Annual Report to Shareholders of The J. M. Smucker Company: Consolidated Balance Sheets at April 30, 1994 and 1993 . . . . 14-15 For the years ended April 30, 1994, 1993, and 1992: Statements of Consolidated Income . . . . . . . . . . . . . 13 Statements of Consolidated Cash Flows . . . . . . . . . . . 16 Statements of Consolidated Shareholders' Equity . . . . . . 17 Notes to Consolidated Financial Statements . . . . . . . . . 19-26 Consolidated financial statement schedules at April 30, 1994, or for the years ended April 30, 1994, 1993, and 1992: V. Property, plant, and equipment . . . . . . . . . . . F-2 VI. Accumulated depreciation, depletion and amortization of property, plant, and equipment . . . . . . . . . F-3 VIII. Valuation and qualifying accounts . . . . . . . . . . F-4 IX. Short-term borrowings . . . . . . . . . . . . . . . . F-5 X. Supplementary income statement information . . . . . F-6 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 12 THE J. M. SMUCKER COMPANY SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT YEARS ENDED APRIL 30, 1994, 1993 AND 1992 (DOLLARS IN THOUSANDS)
Balance at Balance at Beginning Additions Other End of Classification of Year at Cost Retirements (A) Year - - -------------- ---------- --------- ----------- -------- ---------- Year Ended April 30, 1994: Land and land improvements $ 11,792 $ 731 $ 157 $ 1,167 $ 13,533 Buildings and fixtures 53,824 3,544 642 11,636 68,362 Machinery and equipment 96,786 12,448 1,923 23,092 130,403 Construction in progress 4,502 1,984 --- --- 6,486 -------- ------- ------- ------- -------- Totals $166,904 $18,707 $ 2,722 $ 35,895 $218,784 - - ------ ======== ======= ======= ========= ======== Year Ended April 30, 1993: Land and land improvements $ 11,985 $ 824 $ 772 $ (245) $ 11,792 Buildings and fixtures 47,191 7,244 153 (458) 53,824 Machinery and equipment 88,781 11,356 2,784 (567) 96,786 Construction in progress 2,922 1,580 --- --- 4,502 -------- ------- ------- ------- -------- Totals $150,879 $21,004 $ 3,709 $ (1,270) $166,904 - - ------ ======== ======= ======= ========= ======== Year Ended April 30, 1992: Land and land improvements $ 10,473 $ 1,294 $ 22 $ 240 $ 11,985 Buildings and fixtures 45,233 2,531 390 (183) 47,191 Machinery and equipment 78,893 12,737 2,758 (91) 88,781 Construction in progress 2,123 799 --- --- 2,922 -------- ------- ------- ------- -------- Totals $136,722 $17,361 $ 3,170 $ (34) $150,879 - - ------ ======== ======= ======= ========= ======== (A) Includes acquisitions and effects of foreign currency translation adjustments.
F-2 13 THE J. M. SMUCKER COMPANY SCHEDULE VI - ACCUMULATED DEPRECIATION YEARS ENDED APRIL 30, 1994, 1993 AND 1992 (DOLLARS IN THOUSANDS)
Additions Balance at Charged to Balance at Beginning Costs and Other End of Classification of Year Expense (B) Retirements (A) Year - - -------------- ---------- ----------- ----------- -------- ---------- 1994: Land and land improvements $ 1,441 $ 214 $ 8 $ (1) $ 1,646 Buildings and fixtures 21,302 2,554 363 7 23,500 Machinery and equipment 47,835 9,971 1,656 (18) 56,132 -------- ------- ------- -------- -------- Totals $ 70,578 $12,739 $ 2,027 $ (12) $ 81,278 - - ------ ======== ======= ======= ======= ======== 1993: Land and land improvements $ 1,797 $ 192 $ 544 $ (4) $ 1,441 Buildings and fixtures 19,239 2,201 91 (47) 21,302 Machinery and equipment 41,520 8,744 2,234 (195) 47,835 -------- ------- ------- ------- -------- Totals $ 62,556 $11,137 $ 2,869 $ (246) $ 70,578 - - ------ ======== ======= ======= ======= ======== 1992: Land and land improvements $ 1,624 $ 184 $ 13 $ 2 $ 1,797 Buildings and fixtures 17,461 2,116 373 35 19,239 Machinery and equipment 34,728 8,453 1,628 (33) 41,520 -------- ------- ------- ------- -------- Totals $ 53,813 $10,753 $ 2,014 $ 4 $ 62,556 - - ------ ======== ======= ======= ======= ======== (A) Includes effects of foreign currency translation adjustments. (B) The annual provisions for depreciation have been computed using the following rates: land improvements, 2% to 20%; buildings and fixtures, 2 to 20%; machinery and equipment, 5% to 33-1/3%.
F-3 14 THE J. M. SMUCKER COMPANY SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED APRIL 30, 1994, 1993 AND 1992 (DOLLARS IN THOUSANDS)
Balance at Charged to Charged to Deduc- Balance at Beginning Costs and Other tions End of Classification of Year Expenses Accounts (A) Period - - -------------- ---------- ---------- ----------- -------- ---------- 1994: Valuation allowance for deferred tax assets $ 1,884 $ 381 $ --- $ --- $ 2,265 Allowance for doubtful accounts 300 201 --- 82 419 -------- ------- ------- ------- -------- $ 2,184 $ 582 $ --- $ 82 $ 2,684 ======== ======= ======= ======= ======== 1993: Valuation allowance for deferred tax assets $ --- $ 1,884 $ --- $ --- $ 1,884 Allowance for doubtful accounts 696 261 --- 657 300 -------- ------- ------- ------- -------- $ 696 $ 2,145 $ --- $ 657 $ 2,184 ======== ======= ======= ======= ======== 1992: Allowance for doubtful accounts $ 528 $ 532 $ --- $ 364 $ 696 ======== ======= ======= ======= ======== (A) Uncollectible accounts written off, net of recoveries.
F-4 15 THE J. M. SMUCKER COMPANY SCHEDULE IX - SHORT-TERM BORROWINGS YEARS ENDED APRIL 30, 1994, 1993 AND 1992 (DOLLARS IN THOUSANDS)
Maximum Average Wtd. Avg. Weighted Amount Amount Interest Balance Average Outstanding Outstanding Rate at End Interest During During During Classification of Year Rate the Year the Year the Year - - -------------- ---------- -------- ----------- ----------- --------- (A) (B) 1994: $ -0- $ N/A $57,906 $ 4,466 $ 3.8% ======== ======= ======= ======= ======== 1993: $ -0- $ N/A $ N/A $ N/A $ N/A ======== ======= ======= ======= ======== 1992: $ -0- $ N/A $ 8,690 $ 1,104 $ 5.6% ======== ======= ======= ======= ======== (A) The average amount outstanding was computed on a daily basis. (B) The weighted average interest rate was the actual interest on short-term debt divided by average short-term debt outstanding.
F-5 16 THE J. M. SMUCKER COMPANY SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION YEARS ENDED APRIL 30, 1994, 1993 AND 1992 (DOLLARS IN THOUSANDS) 1994: Maintenance and repairs $ 8,277 ======= Advertising $12,066 ======= 1993: Maintenance and repairs $ 8,211 ======= Advertising $11,080 ======= 1992: Maintenance and repairs $ 8,089 ======= Advertising $ 9,975 ======= Amounts for amortization of intangible assets, pre- operating costs and similar deferrals, taxes (other than payroll and income taxes), and royalties are not presented because those amounts were less than 1% of total sales.
F-6 EX-10.A 2 EXHIBIT 1 Exhibit 10(a) THE J. M. SMUCKER COMPANY RESTRICTED STOCK BONUS PLAN AS AMENDED AS TO 148,600 CLASS A AND 148,600 CLASS B COMMON SHARES AUGUST 28, 1991 [The Restricted Stock Bonus Plan as Amended (the "Plan") amends and combines the Restricted Stock Bonus Plan as to 25,000 Common Shares [Sixth Year End Lapse] dated August 15, 1979 and the Restricted Stock Bonus Plan as to 50,000 Common Shares [Sixth-Tenth Year End Lapses] dated August 15, 1979 (the "Original Plans"). The terms of the Plan apply to all shares awarded to date under the Original Plans as well as to those awarded hereafter under the Plan.] 1. PURPOSE. The purpose of the Plan is to provide a means for the Company to make awards to key employees of the Company and of its affiliates, including officers and directors who are employees, of restricted stock bonuses of Common Shares of the Company, thereby giving these employees an interest in the Company's business, an additional incentive to work for its continued success, and a further reason to remain in the employ of the Company or of its affiliates. The term "affiliates" where used in the Plan means subsidiary corporations as defined in Section 425 of the Internal Revenue Code of 1986, as amended (the "Code"). 2. ADMINISTRATION. The Plan shall be administered by the Executive Compensation Committee of the Board of Directors of the Company (the "Committee"). The Committee shall have full power and authority to construe and interpret the provisions and to supervise the administration of the Plan, and all decisions and designations made by the Committee pursuant to the provisions of the Plan shall be final. 3. DESIGNATION OF EMPLOYEES TO PARTICIPATE IN THE PLAN. The employees to whom restricted stock bonuses are awarded (the "Recipients") shall be designated, from time to time, by the Committee. A restricted stock bonus may be awarded to any full-time, salaried, key employee of the Company or of an affiliate. 4. NUMBER OF SHARES SUBJECT TO THE PLAN. The aggregate number of Common Shares that may be awarded as restricted stock bonuses under the Plan shall not exceed 148,600 Class A Shares and 148,600 Class B Shares. The Common Shares to be awarded under the Plan shall be the Company's authorized Common Shares, without par value, and may be unissued shares or treasury shares as the Committee, with the concurrence of the Board of Directors of the Company, may from time to time determine. To the extent the Company shall reacquire 2 Common Shares for such purposes, the shares may be reacquired at the time restricted stock bonus awards are made, or from time to time in advance, whenever the Board of Directors of the Company may deem the purchase advisable. If any Common Shares subject to the Restrictions provided in Paragraph 5 below are forfeited to the Company, those Common Shares shall not again be available for the award of restricted stock bonuses under the Plan unless the Recipient of those Common Shares did not at any time prior to the forfeiture receive the benefits of the ownership thereof (other than the right to vote them). 5. NATURE OF RESTRICTIONS. The stock bonus shares involved in each award will be subject to a restriction (the "Restriction") providing that: (a) Subject to the provisions of Paragraph 7 below with respect to earlier release of the Restriction, (i) the shares shall be forfeited to the Company in the event the Recipient of the award terminates full-time employment with the Company before the fourth anniversary of the award, unless the termination is by reason of disability, death, or retirement (with the prior express approval of the Committee) after the Recipient has attained 60 years of age, in each of which events the Restriction will lapse immediately or at such other time or times as the Committee shall determine; (ii) during the period when the Restriction is applicable to the shares, the shares shall not be transferable by the Recipient except by way of gift; and (iii) any shares so transferred shall, in the hands of any transferee, remain subject to the Restriction to the same extent as if the shares had remained in the hands of the Recipient. (b) Share certificates representing shares subject to the Restriction shall bear a legend identifying the Restriction. (c) Any Common Shares of the Company, of whatever class, issued on or with respect to stock bonus shares awarded under the Plan, whether such issuance is pursuant to a stock distribution, split, dividend, or otherwise, shall be subject to the Restriction to the same extent and for the same period as the stock bonus shares on or with respect to which they are so issued. 6. NOTICE OF RESTRICTED STOCK BONUS. Promptly after the Committee awards a restricted stock bonus to a Recipient, the Committee shall cause the Recipient to be notified of the award. The date on which the Committee approves the award of a restricted stock bonus shall be considered to be the date on which the restricted stock bonus is awarded unless the Committee designates a later date as the award date. 3 7. ACCELERATION OF RELEASE OF RESTRICTIONS. If a Recipient of an award (any of whose shares remain subject to the Restriction) (a) shall have received advice of a lease, sale, or other disposition of all or substantially all of the assets of the Company to other corporations, firms, or individuals or (b) shall have received advice of a merger, consolidation, combination [as defined in Section 1701.01(Q), Ohio Revised Code], or majority share acquisition [as defined in Section 1701.01(R), Ohio Revised Code] involving the Company and as a result of which the holders of shares of the Company prior to the transaction become, by reason of the transaction, the holders of such number of shares of the surviving or acquiring corporation as entitle them to exercise less than one-third of the voting power of the surviving or acquiring corporation in the election of directors, the Recipient shall in either such event have the right to require the Company (or the surviving or acquiring corporation), upon his or her written notice, to release the Restriction. 8. RETURN OF CERTIFICATE. In the event a Recipient forfeits shares to the Company pursuant to Paragraph 5 above, the Recipient shall deliver to the Company the certificate(s), in transferable form, evidencing the shares subject to the Restrictions. The Company may, as a condition precedent to the delivery to the Recipient of share certificates evidencing restricted stock bonuses, require the Recipient to agree in writing to be bound by the provisions of the Plan, including the provisions of this paragraph 8. 9. ASSIGNABILITY. As provided in Paragraph 5 above, shares subject to the Restriction may not be transferred except by gift, and any shares so transferred shall, in the hands of any transferee, remain subject to the Restriction to the same extent as if the shares had remained in the hands of the Recipient. 10. ADJUSTMENT UPON CHANGES IN SHARES. In the event of any change in the Common Shares subject to the Plan, by reason of a merger, consolidation, reorganization, recapitalization, stock dividend, stock split-up, combination, or exchange of shares, or other change in the corporate structure of the Company, the aggregate number of Common Shares then subject to the Plan shall be appropriately adjusted by the Board of Directors. The number of restricted stock bonus shares awarded to a Recipient shall be appropriately adjusted for any stock split-up effective, or share dividend distributed, subsequent to the date of award and prior to the issuance or transfer of shares pursuant to the award, and cash dividends payable after the date of the award but prior to the issuance or transfer of shares shall be payable to the Recipient. 4 11. ACQUISITION FOR INVESTMENT. Each employee receiving Common Shares hereunder may be required by the Company, in its sole discretion, to give a representation that he or she is acquiring the shares other than with a view to the distribution thereof. The Company may release any investment representation obtained if it subsequently determines that the representation is no longer required to insure that a sale or other disposition of the shares would not involve a violation of the provisions of the Securities Act of 1933, as amended, or of applicable state blue sky laws. 12. COMPLIANCE WITH SECURITIES LAWS AND EXCHANGE REQUIREMENTS. No award of a restricted stock bonus shall be made and no certificates for shares subject to the Restriction shall be issued or transferred until the Company shall have taken such action, if any, as is then required to comply with the provisions of the Securities Act of 1933, as amended, of the Securities Exchange Act of 1934, as amended, of the Ohio Securities Act, as amended, and of any other applicable state blue sky laws, and with the requirements of any exchange on which the Common Shares may, at the time, be listed. 13. TERMINATION OR AMENDMENT OF THE PLAN. The Board of Directors may terminate, modify, or suspend the Plan with respect to prospective awards, except that no modification shall, without shareholder approval, increase the maximum number of shares that may be awarded as restricted stock bonuses or modify the terms regarding the lapse of restrictions. 14. TAX WITHHOLDING. If the Company shall be required to withhold any federal, state, or local tax in connection with an award of shares under the Plan or upon the lapse of the restrictions provided in Paragraph 5, above, it shall be a condition to such award or lapse that the Recipient pay or make provision satisfactory to the Company for payment of all such taxes. The Recipient may request that all or any part of such withholding requirement be satisfied by retention by the Company of a portion of the shares awarded or by surrender to the Company of a portion of the shares with regard to which the restrictions are lapsing, as applicable. If such request is approved by the Committee, the shares so retained or surrendered shall be credited against such withholding requirement at the fair market value on the date of award or lapse, as the case may be. The Recipient may also make similar arrangements with the Company with respect to the payment of taxes in excess of the withholding requirement. Program approved by shareholders 08/15/79. Original Plans adopted by Exec. Comp. Committee 04/22/81. Proposal to combine and amend approved by Board of Directors 10/27/87, and approved by shareholders 08/16/88. Amended 08/28/91. Amended by Exec. Comp. Committee 04/21/92 and 04/15/94. EX-10.B 3 EXHIBIT 1 Exhibit 10(b) THE J. M. SMUCKER COMPANY TOP MANAGEMENT SUPPLEMENTAL RETIREMENT BENEFIT PLAN MAY 1, 1994 RESTATEMENT The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan established effective January 1, 1985, as amended, for the purpose of supplementing the retirement benefits of certain officers and other key management employees of The J. M. Smucker Company and its subsidiaries who are selected to participate in the Plan, is hereby amended and restated in its entirety, effective May 1, 1994. ARTICLE I --------- DEFINITIONS ----------- For the purposes hereof, the following words and phrases shall have the meanings indicated: 1. The "Plan" means the supplemental retirement benefit plan as set forth herein, together with all amendments thereto, which Plan shall be called " The J. M. Smucker Company Top Management Supplemental Retirement Benefit Plan." 2. The "Company" means The J. M. Smucker Company, an Ohio corporation, its corporate successors, and the surviving corporation resulting from any merger or consolidation of The J. M. Smucker Company with any other corporation or corporations. 3. A "subsidiary" means any corporation 50% or more of the issued and outstanding voting stock of which is owned or controlled by the Company, directly or indirectly. 2 4. An "Employer" means the Company and any subsidiary. 5. A "Participant" means a key executive of the Company or of a subsidiary who is selected from time to time by the Board of Directors to participate in the Plan. A Participant's selection and approval to participate in the Plan shall be evidenced in writing in the form of a contract between the Participant and the Company. 6. The "Retirement Plan" means The J. M. Smucker Company Employees' Retirement Plan. 7. The "final average monthly salary" of a Participant means the Participant's "average monthly base compensation" under the Retirement Plan but determined using the highest aggregate base compensation, incentive compensation, deferred compensation and bonuses received by the Participant during any 60 consecutive full calendar months within the period of 120 consecutive full calendar months immediately prior to the earlier of his retirement or other termination of employment or the date of any termination of the Retirement Plan. 8. A Participant's "normal retirement date" means the date on which he attains age 65. 9. The "Social Security Offset Amount" of a Participant means his estimated monthly Primary Insurance Amount under the federal Social Security Act as in effect on the day immediately preceding the earlier of his retirement or other termination of employment or any termination of the Plan; moreover, if such event occurs before the Participant attains age 62, his estimated monthly Primary Insurance Amount shall be equal to the amount he would receive at age 62 on the 2 3 assumption that from and after the date of his retirement or termination the Participant will receive no further compensation which is treated as wages for purposes of the Act. Provided, however, if an Employee previously had retired due to permanent and total disability and was entitled to receive long-term disability benefits under any plan maintained by an Employer, computation of his monthly Primary Insurance Amount upon subsequent retirement under the Plan shall be based on the Act in effect on his date of disability retirement and on the assumption that from and after the date of his disability retirement, he had continued to receive compensation which was treated as wages for purposes of the Act at the rate of monthly compensation which was in effect immediately prior to the date of his disability retirement throughout any period during which he received Years of Service under the Plan on account of such disability retirement. All estimates hereunder shall be made by the Company, upon the advice of an actuary, using standards of uniform and non-discriminatory application. 10. A Participant's "monthly retirement benefit" under the Retirement Plan means the amount of monthly benefit commencing at normal retirement date to which he is entitled under the Retirement Plan expressed in the form of an annuity measured by the life of a Participant and calculated on the assumption that the Participant has contributed to the Retirement Plan for all periods of eligibility regardless of whether he did so contribute. 11. The "Years of Service" of a Participant means the Participant's years of "benefit service" under the Retirement Plan but determined including any periods of employment after his normal retirement date. 3 4 Wherever used herein, the masculine pronoun shall include the feminine, the singular shall include the plural, and the plural shall include the singular. ARTICLE II ---------- SUPPLEMENTAL RETIREMENT BENEFITS -------------------------------- 1. NORMAL RETIREMENT. A Participant who retires from employment with his Employer on or after his normal retirement date, or who has left active employment prior to his normal retirement date under conditions of eligibility for a long-term disability benefit under any plan maintained by an Employer and is receiving long-term disability benefits on his normal retirement date, shall be eligible for a monthly supplemental normal retirement benefit in an amount equal to: (a) two and one-half percent of his final average monthly salary multiplied by his Years of Service, not to exceed 20 years, less (b) 100 percent of his Social Security Offset Amount, less (c) the amount of his monthly retirement benefit under the Retirement Plan. A monthly supplemental normal retirement benefit shall be paid to an eligible Participant commencing as of the first day of the month following the month in which he retires and shall be payable monthly thereafter during his life, the last payment being for the month in which his death occurs. Notwithstanding the foregoing, a Participant who is still employed by an Employer on the April 1 following the calendar year in which he attains age 70-1/2 shall commence 4 5 receiving the monthly supplemental normal retirement benefit provided under this Section 1 of Article II as of the April 1 following the calendar year in which he attains age 70-1/2. 2. EARLY RETIREMENT. A Participant who retires from employment with his Employer at or after age 55, but prior to his normal retirement date, who has at least ten Years of Service, and who is not eligible for a short- or long-term disability benefit under any plan maintained by an Employer, shall be eligible for a monthly supplemental early retirement benefit in an amount determined at his early retirement in the same manner as provided for a monthly supplemental normal retirement benefit, except that the amount determined in (a) shall be reduced by one-third of one percent for each full month by which commencement of payment of the benefit precedes the month following the date on which the Participant attains age 62. A monthly supplemental early retirement benefit shall be paid to an eligible Participant commencing as of the first day of the month following the month in which he retires and shall be payable monthly thereafter during his life, the last payment being for the month in which his death occurs. 3. TERMINATION OF EMPLOYMENT. The Plan is intended to provide benefits for career employees of an Employer. Therefore, a Participant who terminates his employment with his Employer for any reason other than death and who is not eligible for any retirement benefit under the Plan or a short- or long-term disability benefit under any plan maintained by an Employer, shall not be eligible for any supplemental retirement benefit under the Plan, except that the Company may, in its discretion, determine that such a Participant, who has at least ten Years of Service, is eligible for a monthly supplemental deferred retirement benefit in an amount determined at his termination of 5 6 employment in the same manner as provided for a monthly supplemental early retirement benefit. A monthly supplemental deferred retirement benefit shall be paid to an eligible Participant commencing as of the first day of the month following the month in which he attains age 55 and shall be payable monthly thereafter during his life, the last payment being for the month in which his death occurs. 4. JOINT AND SURVIVOR FORM OF PAYMENT. A Participant who becomes eligible to receive a monthly supplemental retirement benefit and who is married at the time payment of his monthly supplemental retirement benefit commences shall receive payment of such benefit in the form of a qualified joint and survivor annuity that in the event of the Participant's death would provide a benefit to the Participant's surviving spouse equal to 50 percent of the benefit the Participant was receiving at the time of his death. To receive a benefit under the qualified joint and survivor form of payment, a Participant's surviving spouse must be the same spouse to whom the Participant was married at the time payment of his monthly supplemental retirement benefit commenced. The present value of the qualified joint and survivor annuity payable to a Participant hereunder shall be the actuarial equivalent of the present value of the benefit otherwise payable to him under the Plan. ARTICLE III ----------- SURVIVOR BENEFITS ----------------- If a Participant who has at least ten Years of Service should die after his retirement or termination of employment but prior to the commencement of benefit payments under the Plan, and if the Participant had a surviving spouse as defined in the Retirement Plan, the surviving spouse shall be eligible for payments as if the Participant had effectively 6 7 elected the 50 percent joint and survivor option described under the Retirement Plan and designated his spouse as his Contingent Annuitant, commencing at the earliest date that the Participant would have been eligible for payments if the Participant had survived. If a Participant who has at least ten Years of Service should die prior to retirement or termination of employment, and if the Participant had a surviving spouse as defined in the Retirement Plan, the surviving spouse shall be eligible for payments as if the Employee had retired or terminated on the day before his death. ARTICLE IV ---------- SPECIAL CREDITING ----------------- Employees who are Participants under the Plan as of its effective date of January 1, 1985 automatically will be credited with 20 Years of Service as of the date of retirement. ARTICLE V --------- ADMINISTRATION -------------- The Company shall be responsible for the administration of the Plan. The Company shall have all such powers as may be necessary to carry out the Plan, including the power to determine all questions relating to eligibility for and the amount of any benefit and all questions pertaining to claims for benefits and procedures for claim review; to resolve all other questions arising under the Plan, including any questions of construction; and to take such further action as the Company shall deem advisable in the administration of the Plan. The actions taken and the decisions made by the Company hereunder shall be final and binding upon all interested parties. 7 8 ARTICLE VI ---------- FUNDING ------- Benefits under the Plan shall be paid out of the general assets of the Employers including any trust or fund created for that purpose. ARTICLE VII ----------- AMENDMENT AND TERMINATION ------------------------- The Company reserves the right to amend or terminate the Plan at any time by action of its Board of Directors. Notwithstanding any such action, the Company shall be obligated to pay any benefits already accrued to any Participant under the Plan at the date of amendment or termination of the Plan and to continue making payments in the amounts determined to any retired Participant or his beneficiary, and shall be obligated to pay benefits in amounts not less than the benefits to which a Participant or his beneficiary would be entitled hereunder upon retirement, death or other termination of employment at the time of such amendment or termination. If a trust is being used to fund assets under the Plan and the Plan is terminated, any excess assets remaining in the trust after the full value of benefits already accrued to Participants under the Plan have been paid to such Participants or their beneficiaries shall revert to the Company. ARTICLE VIII ------------ MISCELLANEOUS ------------- 1. NON-ALIENATION OF RETIREMENT RIGHTS OR BENEFITS. Neither the Participant nor any beneficiary shall encumber or dispose of his right to receive any payments 8 9 hereunder, which payments or the right thereto are expressly declared to be non-assignable and non-transferable. If a Participant or beneficiary without the written consent of the Company attempts to assign, transfer, alienate or encumber his right to receive any payment hereunder, or permits the same to be subject to alienation, garnishment, attachment, execution or levy of any kind, then thereafter during the life of such Participant or of such beneficiary, as the case may be, and also during any period in which any Participant or beneficiary is incapable in the judgment of the Company of attending to his financial affairs, any payment which the Company is required to make hereunder may be made, in the discretion of the Company, directly to him or to such beneficiary or to any other person for his use or benefit or that of his dependents, if any, including any person furnishing goods or services to or for his use or benefit or the use of benefit of his dependents, if any. Each such payment may be made without the intervention of a guardian, the receipt of the payee shall constitute a complete acquittance to the Company with respect thereto, and the Company shall have no responsibility for the proper application thereof. 2. NO EMPLOYMENT GUARANTEED. Nothing herein contained shall be construed as a commitment or agreement on the part of any person employed by the Company or any subsidiary to continue his employment with the Company or any subsidiary, and nothing herein contained shall be construed as a commitment on the part of the Company or any subsidiary to continue the employment or the annual salary rate of any such person for any period, and all Participants shall remain subject to discharge to the same extent as if the Plan was never put into effect. 3. INTEREST OF PARTICIPANT. The obligation of the Company under the Plan to provide the Participant with 9 10 benefits hereunder merely constitutes the unsecured promise of the Company to make payments as provided herein, and the Participant shall have no interest in, and no lien or prior claim upon, any property of the Company or of any subsidiary. 4. CLAIMS OF OTHER PERSONS. The provisions of the Plan shall in no event be construed as giving any person, firm or corporation, any legal or equitable rights as against the Company, its officers, employees, or directors, except any such rights as are specifically provided for in the Plan or are hereafter created in accordance with the terms of the Plan. 5. NO COMPETITION. The right of any Participant, surviving spouse, or other beneficiary to a supplemental retirement benefit under the Plan will be terminated, or, if payment thereof has begun, all further payments will be discontinued and forfeited, in the event the Participant (i) at any time wrongfully discloses any secret process or trade secret of the Company or any of its subsidiaries, or (ii) engages, either directly or indirectly, as an officer, trustee, employee, consultant, partner, or substantial shareholder, on his own account or in any other capacity, in a business venture within the ten-year period following his retirement or termination of employment that the Company's Board of Directors reasonably determines to be competitive with the Company to a degree materially contrary to the Company's best interest. 6. SEVERABILITY. The invalidity or unenforceability of any particular provision of the Plan shall not affect any other provision hereof, and the Plan shall be construed in all respects as if such invalid or unenforceable provision were omitted herefrom. 10 11 7. GOVERNING LAW. The Plan shall be governed by and construed in accordance with the laws of the State of Ohio. 8. SUCCESSORS AND ASSIGNS. The Plan and the obligations created hereunder shall be binding upon the Company and its successors and assigns. 9. DISHONEST CONDUCT OF A PARTICIPANT. Notwithstanding anything to the contrary contained in the Plan, if a Participant's employment with an Employer is terminated because the Company determines the Participant (i) engaged in dishonest or fraudulent acts against an Employer, (ii) willfully injured property of an Employer, (iii) conspired against an Employer, or (iv) disclosed confidential information concerning an Employer, then no supplemental retirement benefit shall be payable to the Participant or his surviving spouse under the Plan. EXECUTED at Orrville, Ohio, this first day of May, 1994. The J. M. Smucker Company /s/ Richard K. Smucker By ------------------------ Title: President /s/ Steven J. Ellcessor And ------------------------ Title: Secretary 11 EX-10.C 4 EXHIBIT 1 Exhibit 10(c) THE J. M. SMUCKER COMPANY 1987 STOCK OPTION PLAN (as amended) 1. The total number of shares which may be issued and sold under options granted pursuant to this Stock Option Plan shall not exceed 1,600,000 of the Company's Class A Common Shares and 1,600,000 of the Company's Class B Common Shares, except to the extent of adjustments authorized by the last sentence of Paragraph 5 of this Stock Option Plan. Such shares may be treasury shares or shares of original issue or a combination of the foregoing. 2. The Board of Directors of the Company may, from time to time and upon such terms and conditions as it may determine, authorize the granting to officers (including officers who are members of the Board of Directors) and to other key employees of the Company or any of its subsidiaries of options to buy from the Company Common Shares and may fix the number of shares to be covered by each such option. Successive options may be granted to the same person whether or not the option or options first granted to such person remain unexercised. 3. Options granted under this Stock Option Plan may be (i) options which are intended to qualify under particular provisions of the Internal Revenue Code, as in effect from time to time, (ii) options which are not intended so to qualify under the Internal Revenue Code, or (iii) combinations of the foregoing. No option shall run for more than ten years and one day from the date granted. No option shall be transferable by the optionee otherwise than by will or the laws of descent and distribution. Options shall be exercisable during the optionee's lifetime only by him or her or, if the option is not intended to qualify as an "incentive stock option" by his or her guardian or legal representative. 4. The option price shall not be less than the fair market value of the shares covered by the option at the time the option is granted. The option price shall be payable (a) in cash or by check acceptable to the Company, (b) at the discretion of the Board of Directors, by the transfer to the Company by the optionee of Common Shares owned by the optionee for at least six months and having a value at the time of exercise equal to the total option price, or (c) by a combination of such methods of payment. 5. The Board of Directors may make or provide for such adjustments in the option price and in the number or kind of Common Shares or other securities covered by outstanding 2 options as it in its sole discretion, exercised in good faith, may determine is equitably required to prevent dilution or enlargement of the rights of optionees that would otherwise result from (a) any stock dividend, stock split, combination of shares, recapitalization, or other change in the capital structure of the Company, or (b) any merger, consolidation, separation, reorganization, partial or complete liquidation, or issuance of rights or warrants to purchase stock, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Specifically, but without limitation, where any transaction or event referred to herein would result in a change in the control of the Company, the Board of Directors, in its discretion, may provide in substitution for unexercised options then outstanding such alternative options or other consideration as it, in good faith, may determine to be equitable in the circumstances and may require in connection therewith the surrender of all such unexercised options. The Board of Directors may also make or provide for such adjustments in the number or kind of Common Shares or other securities which may be sold under this Stock Option Plan as it in its sole discretion, exercised in good faith, may determine is appropriate to reflect any transaction or event described in the preceding sentence. 6. The form of each Stock Option Agreement shall be prescribed, and any Stock Option Agreement evidencing an outstanding option may with the concurrence of the affected optionee be amended, by the Board of Directors, provided that the terms and conditions of each such Stock Option Agreement and amendment are not inconsistent with this Stock Option Plan. 7. The Board of Directors may, with the concurrence of the affected optionee, cancel any option granted under this Stock Option Plan. In the event of any such cancellation, the Board of Directors may authorize the granting of new options (which may or may not cover the same number of shares that had been the subject of any prior option) in such manner, at such option price and subject to the same terms, conditions, and discretions as, under this Stock Option Plan, would have been applicable had the cancelled options not been granted. 8. This Stock Option Plan shall be administered by the Board of Directors which may from time to time delegate all or any part of its authority under this Stock Option Plan to a committee of the Board composed of not less than three directors. The members of the committee shall not be eligible, and shall not have been eligible for a period of at least one year prior to their appointment, to participate in this Stock Option Plan or in any other plan of the Company or any affiliate entitling the participants therein to acquire 2 3 stock, stock options, or stock appreciation rights where such participation would cause that member not to be a "disinterested person" for purposes of Rule 16b-3 of the Securities and Exchange Commission (or any successor rule to the same effect). To the extent of such delegation, references in this Stock Option Plan to the Board of Directors shall also refer to the committee. The majority of the committee shall constitute a quorum, and the action of a majority of the members of the committee present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the committee. 9. This Stock Option Plan may be amended from time to time by the Board of Directors but without further approval by the shareholders of the Company no such amendment shall increase the aggregate number of Common Shares that may be issued and sold under this Stock Option Plan (except that adjustments authorized by the last sentence of Paragraph 5 shall not be limited by this provision) or change the designation in Paragraph 2 of the class of employees eligible to receive options or cause Rule 16b-3 of the Securities and Exchange Commission (or any successor rule to the same effect) to cease to be applicable to this Stock Option Plan. 10. If the Company shall be required to withhold any federal, state, or local tax in connection the exercise of an option granted under this Stock Option Plan, it shall be a condition to such exercise that the optionee pay or make provision satisfactory to the Company for payment of all such taxes. The optionee may request that all or any part of such withholding requirement be satisfied by retention by the Company of a portion of the shares purchased upon exercise of such option. If such request is approved by the Board of Directors, the shares so retained shall be credited against such withholding requirement at the fair market value on the date of exercise. The optionee may also make similar arrangements with the Company with respect to the payment of taxes in excess of the withholding requirement. Amended 08/28/91 Amended by Executive Compensation Committee 04/21/92 Amended by Executive Compensation Committee 04/15/94 3 EX-10.D 5 EXHIBIT 1 Exhibit 10(d) MANAGEMENT INCENTIVE PLAN ------------------------- Description - - ----------- This plan is designed to recognize key management members based on their individual performance beyond regular job requirements and their contribution to the overall achievement of our Company objectives. The intent is to reward key contributors who have an impact on the profit decisions of our Company. It is also the intent of the Plan to incorporate a high degree of incentive to attain both Company and individual goals and to base distribution on a multiple of salary range midpoint, rather than actual participant's salary. Outline - - ------- - - - A standard or target award is set for each participant (based on a percentage of the participant's salary range midpoint). - - - Actual award is limited to 175% of the participant's standard award. - - - The recommended award is determined by the Executive Committee and approved by the Executive Compensation Committee. The recommended award is based on individual performance and time in the Plan. - - - Awards are made on a cash basis. Criteria for Participation - - -------------------------- - - - Key member of management team. - - - Grade 49 and above. - - - No more than two levels from a member of the Executive Committee. EX-13 6 EXHIBIT 1 Exhibit 13 Five Year Summary of Selected Financial Data - - --------------------------------------------------------------------------------------------------------------------------- Year Ended April 30, 1994 1993 1992 1991 1990 - - --------------------------------------------------------------------------------------------------------------------------- (Dollars in thousands, except per share data) - - --------------------------------------------------------------------------------------------------------------------------- Statement of Income: Net sales $511,525 $491,309 $483,472 $454,976 $422,357 Income before cumulative effect of change in accounting method 30,498 37,399 34,118 31,744 30,177 Net income 30,498 32,945 34,118 31,744 30,177 - - --------------------------------------------------------------------------------------------------------------------------- Financial Position: Long-term debt 48,558 887 3,827 4,267 4,277 Total assets 378,641 294,811 277,768 252,429 224,840 - - --------------------------------------------------------------------------------------------------------------------------- Other Data: Per Common Share: Income before cumulative effect of change in accounting method 1.05 1.27 1.16 1.07 1.03 Net income 1.05 1.12 1.16 1.07 1.03 Dividends declared per Common Share: Class A .47 .43 .39 .35 .28 Class B .47 .43 .39 .35 .28 - - ---------------------------------------------------------------------------------------------------------------------------
Summary of Quarterly Results of Operations The following is a summary of unaudited quarterly results of operations for the years ended April 30, 1994 and 1993. Results of 1993 reflect the adoption of the provisions of Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" (SFAS 106), retroactive to May 1, 1992. Income per Common Share ----------------------------- Income Before Before Cumulative Cumulative Effect Effect of Change Quarter Net Gross of Change in Net in Accounting Net Ended Sales Profit Accounting Method Income Method Income - - ------------------------------------------------------------------------------------------------------------------------------- 1994 July 31 $118,255 $ 43,876 $ 8,907 $ 8,907 $ .31 $ .31 October 31 138,426 49,940 10,422 10,422 .35 .35 January 31 120,616 43,662 7,387 7,387 .26 .26 April 30 134,228 47,992 3,782 3,782 (1) .13 .13 (1) - - ------------------------------------------------------------------------------------------------------------------------------- 1993 July 31 $124,781 $ 43,427 $ 9,513 $ 5,059 $ .32 $ .17 October 31 133,864 47,312 10,262 10,262 .35 .35 January 31 110,367 40,559 7,297 7,297 .25 .25 April 30 122,297 46,081 10,327 10,327 .35 .35 - - ------------------------------------------------------------------------------------------------------------------------------- (1) Includes charge of $2.3 million ($.08 per share) relating to the write-off of goodwill associated with a foreign subsidiary.
2 Exhibit 13 Stock Price Data The Company's Class A and Class B Common Shares are listed on the New York Stock Exchange--ticker symbols SJMA and SJMB, respectively. The table below presents the high and low market prices for the shares and the quarterly dividends declared. The number of Class A and Class B shareholders of record as of June 24, 1994, was 7,159 and 5,308, respectively. Class A Common Shares Class B Common Shares - - ------------------------------------------------------------------------------------------------------------------------------ Quarter Ended High Low Dividends Quarter Ended High Low Dividends - - ------------------------------------------------------------------------------------------------------------------------------ 1994 July 31 $27.00 $21.50 $ .115 July 31 $24.625 $20.00 $ .115 October 31 25.25 20.50 .115 October 31 23.125 19.375 .115 January 31 25.50 20.75 .115 January 31 23.00 20.125 .115 April 30 25.50 21.75 .125 April 30 22.75 21.25 .125 - - ------------------------------------------------------------------------------------------------------------------------------ 1993 July 31 $30.875 $25.00 $ .105 July 31 $28.25 $22.875 $ .105 October 31 31.00 26.75 .105 October 31 29.00 25.625 .105 January 31 32.875 26.625 .105 January 31 29.00 24.625 .105 April 30 29.00 23.875 .115 April 30 27.25 22.75 .115 - - ------------------------------------------------------------------------------------------------------------------------------
3 Exhibit 13 REPORT OF INDEPENDENT AUDITORS Board of Directors and Shareholders The J. M. Smucker Company We have audited the accompanying consolidated balance sheets of The J. M. Smucker Company as of April 30, 1994 and 1993, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended April 30, 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of The J. M. Smucker Company at April 30, 1994 and 1993, and the consolidated results of its operations and its cash flows for each of the three years in the period ended April 30, 1994, in conformity with generally accepted accounting principles. As discussed in Notes E and G to the consolidated financial statements, in 1993 the Company changed its methods of accounting for income taxes and postretirement benefits other than pensions. /s/ ERNST & YOUNG Akron, Ohio June 8, 1994 4 Management's Discussion and Analysis Results of Operations Comparison of 1994 with 1993 The Company posted record sales in 1994 of $511,525,000, an increase of 4% over the 1993 level of $491,309,000. The inclusion of results from Canada Group East and "Mrs. Smith's" since their respective dates of acquisition accounted for the growth. Total dollar sales within the Consumer business area were down slightly from last year. The most significant decline was in the price-competitive, warehouse club store market where the recent consolidations among the major chains in the market have resulted in a loss of previous distribution. Within the grocery market, volume declines in traditional fruitspreads and peanut butter were somewhat offset by modest price increases on assorted items and increased tonnage of "Simply Fruit" and "Low Sugar" fruitspreads, and dessert toppings. The growth in the toppings area was primarily due to the successful introduction of "Sundae Syrups" in various regions throughout the United States. In the Company's beverage business, the recent introduction of "Smucker Coolers" in the second half of the year helped build momentum and permitted the beverage business to realize a modest increase over last year. Sales within the International area were up nearly 50% over last year despite the negative impact of foreign exchange rates. Had exchange rates remained constant with fiscal 1993, sales would have been approximately 6% higher. All of the increase in the International area occurred in the Canadian market as a result of expanding the pre-acquisition Canadian business, now known as Canada Group West, along with the previously mentioned Group East acquisition. The Latin American market more than doubled sales as the Company continued its effort to develop the "Smucker" fruitspread business in Mexico and other Latin America markets. In the Australasian market, overall volume was down from last year due to a poor apricot crop, which impacted fruit sales in the foodservice and commercial markets, and to management's decision to phase out low emphasis products. The business in Elsenham, England continues to fall short of management's expectations, and the Company will continue to explore alternatives for improvement during fiscal 1995. 5 In the Industrial business area, sales of formulated fruit products to other consumer products companies realized another year of growth as the introduction of several new products and the addition of new customers helped to broaden the base of the formulated market. Overall Industrial sales were down a modest 2% as a result of the Company's decision to eliminate certain unprofitable frozen fruit product lines. The Company's Foodservice business, which services restaurants, hotels, and other institutional customers, experienced another good year with volume growth in the core business items of portion control and traditional fruitspreads. In the Specialty Foods area, the smallest of the Company's business areas, intense price competition and an overall decline in demand for gift items resulted in a decrease in sales of 8% from the previous year. Net income for 1994 was $30,498,000 or $1.05 per share compared to last year's $32,945,000 or $1.12 per share (after recognizing the impact of the accounting change for postretirement benefits). The majority of the year-to-year shortfall was attributed to two items - significant introductory advertising expenditures in April for "Mrs. Smith's" new "SmartStyle" line of thaw-and-serve desserts, and a decision by the Company to write off the remaining $2,326,000 of goodwill associated with the Company's purchase of its Elsenham Quality Foods Ltd. subsidiary in England. The Company's gross profit was up slightly as a percentage of sales over last fiscal year. Excluding the impact of the Company's two acquisitions, which operated at lower profit margins than the Company's average, the gross profit of the existing business realized approximately a one percent increase in the profit margin percentage. Selling, distribution, and administrative costs increased at a greater rate than sales, mostly due to increased spending in the marketing area. As mentioned above, the Company chose to execute an advertising program supporting the introduction of the "SmartStyle" frozen dessert line. This program had been planned prior to the purchase date. Additional marketing expenses were incurred in support of the introduction of two new "Smucker" products, "Sundae Syrups" and "Super Spreaders". The write-off of the Elsenham goodwill also contributed to the overall increase in costs. 6 The use of cash to partially finance the Company's acquisitions resulted in lower balances for investing purposes. As a result, interest income was down compared to prior year. The impact of lower interest rates throughout most of the year also contributed. Interest expense increased as a result of the debt financing associated with the "Mrs. Smith's" acquisition and a reduction in the amount of capitalized interest. The borrowed amount was $48,048,000 at April 30, 1994. The Company's effective tax rate increased to 42.2% from 39.2% in 1993 due to an increase in the federal statutory tax rate and an increase in items that are not deductible for tax purposes, notably, the write-off of the Elsenham goodwill. 7 Comparison of 1993 with 1992 During 1993 net sales increased $7,837,000 or approximately 2% over 1992. Although this growth rate was somewhat below recent years, earnings increased 10% over fiscal 1992 before the cumulative effect of adopting SFAS 106. Volume growth in the Industrial, Specialty Foods, and Foodservice strategic business areas accounted for the sales increase. Within the Industrial area, strong sales of fruit-based ingredients to other consumer products companies were responsible for the growth, continuing last year's trend. The Specialty Foods area realized the largest percentage increase in sales of any business area as the Company continued to focus on expanding branded products within this segment. Volume gains in portion control, fruit spread, and dessert topping items contributed to the growth in Foodservice. Total sales in the Consumer area were essentially flat during the year as overall fruitspread volume remained constant with 1992 levels, despite share of market gains. Within the grocery market, sales of the Company's "Simply Fruit" product rebounded from 1992 to post strong growth in the highly competitive "fruit-only" category. Sales of toppings also grew, helping to offset a downturn in peanut butter sales. The Company realized substantial sales growth in its warehouse club store and mass retail markets while a general softness in the health and natural foods market contributed to a decline in sales of fruit juice and beverage products. 8 In the International area, sales fell below 1992 results due to declining exchange rates, economic conditions, and competitive activity. Conscious decisions to de-emphasize sales of some lower margin items also contributed. In Canada, U.S. dollar sales were comparable to last year as higher distribution and introduction costs hindered market expansion. In the Australasia market, sales increased as the Henry Jones Foods organization assumed responsibility for "Smucker" brands in the Pacific Rim region. In the United Kingdom, performance fell below expectations due to a soft economy, weak pound sterling, and stiff competition. Cost of products sold decreased as a percentage of net sales as the Company benefited from lower costs on several key fruits and other raw materials and from improved efficiencies at its manufacturing facilities. In addition, there was continued focus on cost reduction efforts company-wide. Selling, distribution, and administrative costs increased at a rate consistent with sales, as higher selling and merchandising costs were partially offset by marketing expenditures which remained at fiscal 1992 dollar levels. Corporate administrative expenses increased slightly as a percent of net sales. Interest income was down from last year due to lower interest rates in the market and a decrease in interest income earned from other sources. Interest expense decreased due to the absence of short-term borrowing during the year and the early retirement of a portion of long-term debt. The increase in income taxes was consistent with the pre-tax income increase. The Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" during the fourth quarter, retroactive to May 1, 1992. The cumulative effect of the adoption of this statement did not have a material impact on the Company's results. 9 CAPITAL RESOURCES AND LIQUIDITY The Company continues to maintain a strong financial position as growth has been financed through a balance of internally generated funds and limited debt. Although the cash balance at April 30, 1994 has declined from last year due to the impact of acquisitions, cash provided from operations was a positive $55,172,000. In addition to the acquisitions, capital expenditures of $18,707,000 and the payment of dividends represented the greatest uses of cash during the year. Dividends declared on all Common Shares rose 8% to $13,642,000 or $.47 per share. In April 1994, the Company replaced its existing lines of credit with a three-year revolving credit agreement. Under the agreement, the Company can borrow up to $125,000,000 to meet future working capital or growth requirements. With the exception of borrowing to finance a portion of the Mrs. Smith's acquisition, the Company has been able to meet all other cash requirements either through short-term borrowings or internally generated funds. Based on projected cash flows for 1995, the Company expects additional borrowing against its revolving credit agreement. The anticipated acquisition of the "After The Fall" beverage business during the first quarter of fiscal 1995, along with seasonal purchases of fruit during the summer months, will result in a substantial increase in borrowing during the first two quarters of fiscal 1995. Debt balances are expected to return to levels consistent with April 30, 1994 by the end of the year. Capital expenditures of $20,450,000 are expected for 1995 as the Company continues to focus on modernization and expansion of its facilities. The Company expects the combination of cash provided from operations and borrowings available under the revolving credit agreement to be sufficient to meet all cash requirements in fiscal 1995. 10 Exhibit 13 Statements of Consolidated Income The J. M. Smucker Company
_________________________________________________________________________________________ (Dollars in thousands, except per share data) - - ----------------------------------------------------------------------------------------- Year Ended April 30, 1994 1993 1992 - - ----------------------------------------------------------------------------------------- Net sales $511,525 $491,309 $483,472 Cost of products sold 326,055 313,930 314,133 - - ----------------------------------------------------------------------------------------- Gross Profit 185,470 177,379 169,339 Selling, distribution, and administrative expenses 134,688 117,641 114,888 - - ----------------------------------------------------------------------------------------- Operating Income 50,782 59,738 54,451 Interest income 1,147 1,508 1,510 Other income-net 1,314 609 568 - - ----------------------------------------------------------------------------------------- 53,243 61,855 56,529 Interest expense 520 385 446 - - ----------------------------------------------------------------------------------------- Income Before Income Taxes and Cumulative Effect of Change in Accounting Method 52,723 61,470 56,083 Income taxes 22,225 24,071 21,965 - - ----------------------------------------------------------------------------------------- Income Before Cumulative Effect of Change in Accounting Method 30,498 37,399 34,118 - - ----------------------------------------------------------------------------------------- Cumulative effect of change in accounting method for postretirement benefits other than pensions - net of tax benefit of $2,704 --- (4,454) --- - - ----------------------------------------------------------------------------------------- Net Income $ 30,498 $ 32,945 $ 34,118 - - ----------------------------------------------------------------------------------------- - - ----------------------------------------------------------------------------------------- Income per Common Share Before Cumulative Effect of Change in Accounting Method $ 1.05 $ 1.27 $ 1.16 - - ----------------------------------------------------------------------------------------- Cumulative effect of change in accounting method --- (.15) --- - - ----------------------------------------------------------------------------------------- Net Income per Common Share $ 1.05 $ 1.12 $ 1.16 - - ----------------------------------------------------------------------------------------- - - ----------------------------------------------------------------------------------------- See notes to consolidated financial statements
11 Exhibit 13 Consolidated Balance Sheets The J. M. Smucker Company
____________________________________________________________________________________ (Dollars in thousands) - - ------------------------------------------------------------------------------------ Assets April 30, - - ------------------------------------------------------------------------------------ 1994 1993 - - ------------------------------------------------------------------------------------ Current Assets Cash and cash equivalents $ 14,059 $ 50,445 Trade receivables, less allowance for doubtful accounts of $419 ($300 in 1993) 47,828 40,354 Inventories: Finished products 42,463 30,101 Raw materials, containers, and supplies 60,773 41,762 - - ------------------------------------------------------------------------------------ 103,236 71,863 Other current assets 6,562 5,737 - - ------------------------------------------------------------------------------------ Total Current Assets 171,685 168,399 - - ------------------------------------------------------------------------------------ Property, Plant, and Equipment Land and land improvements 13,533 11,792 Buildings and fixtures 68,362 53,824 Machinery and equipment 130,403 96,786 Construction in progress 6,486 4,502 - - ------------------------------------------------------------------------------------ 218,784 166,904 Accumulated depreciation (81,278) (70,578) - - ------------------------------------------------------------------------------------ Total Property, Plant, and Equipment 137,506 96,326 - - ------------------------------------------------------------------------------------ Other Noncurrent Assets Goodwill 21,833 10,098 Trademarks and patents 38,328 11,826 Other assets 9,289 8,162 - - ------------------------------------------------------------------------------------ Total Other Noncurrent Assets 69,450 30,086 - - ------------------------------------------------------------------------------------ $378,641 $294,811 - - ------------------------------------------------------------------------------------
12 Exhibit 13
_______________________________________________________________________________________ (Dollars in thousands) - - --------------------------------------------------------------------------------------- Liabilities and Shareholders' Equity April 30, - - --------------------------------------------------------------------------------------- 1994 1993 - - --------------------------------------------------------------------------------------- Current Liabilities Accounts payable $ 37,322 $ 27,433 Notes payable 4,327 4,431 Salaries, wages, and additional compensation 9,604 7,515 Accrued marketing and merchandising 16,209 6,456 Income taxes 2,124 2,155 Dividends payable 3,639 3,357 Other current liabilities 9,970 5,196 - - --------------------------------------------------------------------------------------- Total Current Liabilities 83,195 56,543 - - --------------------------------------------------------------------------------------- Long-term debt 48,558 887 Postretirement benefits other than pensions 8,874 7,836 Deferred income taxes 2,469 3,308 Other noncurrent liabilities 1,143 5,768 - - --------------------------------------------------------------------------------------- Total Noncurrent Liabilities 61,044 17,799 - - --------------------------------------------------------------------------------------- Shareholders' Equity Serial Preferred Shares-- no par value: Authorized--3,000,000 shares; outstanding--none --- --- Common Shares - no par value: Class A - Authorized--35,000,000 shares; outstanding--14,360,339 in 1994, and 14,407,493 in 1993 (net of 1,851,949 and 1,804,795 treasury shares, respectively), at stated value 3,590 3,602 Class B - Authorized--35,000,000 shares; outstanding--14,749,839 in 1994, and 14,791,173 in 1993 (net of 1,462,449 and 1,421,115 treasury shares, respectively), at stated value 3,687 3,698 Additional capital 9,261 8,841 Retained income 233,420 218,952 Less: Deferred compensation (576) (1,430) Amount due from ESOP Trust (10,670) (10,853) Currency translation adjustment (4,310) (2,341) - - --------------------------------------------------------------------------------------- Total Shareholders' Equity 234,402 220,469 - - --------------------------------------------------------------------------------------- $378,641 $294,811 - - --------------------------------------------------------------------------------------- See notes to consolidated financial statements
13 Exhibit 13 Statements of Consolidated Cash Flows The J. M. Smucker Company
________________________________________________________________________________________ (Dollars in thousands) - - ---------------------------------------------------------------------------------------- Year Ended April 30, 1994 1993 1992 - - ---------------------------------------------------------------------------------------- Operating Activities Net income $30,498 $32,945 $34,118 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting method --- 4,454 --- Depreciation 12,739 11,137 10,753 Amortization 2,639 1,915 2,055 Write-off of goodwill 2,326 --- --- Deferred income taxes (1,302) 145 434 Changes in assets and liabilities: Trade receivables (6,097) 798 615 Inventories 500 6,059 (11,401) Other current assets 188 (318) 851 Accounts payable and accrued items 12,780 (216) 4,771 Other - net 901 63 (776) - - ---------------------------------------------------------------------------------------- Net Cash Provided by Operating Activities 55,172 56,982 41,420 - - ---------------------------------------------------------------------------------------- Investing Activities Businesses acquired - net of cash (100,195) (2,098) --- Additions to property, plant, and equipment (18,707) (21,004) (17,361) Proceeds from the sale of property, plant, and equipment 691 840 1,156 Other - net (572) (3,353) (622) - - ---------------------------------------------------------------------------------------- Net Cash Used for Investing Activities (118,783) (25,615) (16,827) - - ---------------------------------------------------------------------------------------- Financing Activities Proceeds from long-term debt 48,048 --- --- Reduction in long-term debt (377) (440) (440) (Purchase) Sale of Common Shares (2,210) (2,111) 51 Net amount received from (loaned to) ESOP 183 250 (1,227) Dividends paid (13,360) (12,364) (11,223) Other (4,799) (2,500) --- - - --------------------------------------------------------------------------------------- Net Cash Provided by (Used for) Financing Activities 27,485 (17,165) (12,839) - - ---------------------------------------------------------------------------------------- Effect of Exchange Rate Changes on Cash (260) (25) 1 Net (Decrease) Increase in Cash and Cash Equivalents (36,386) 14,177 11,755 Cash and Cash Equivalents at Beginning of Year 50,445 36,268 24,513 - - ---------------------------------------------------------------------------------------- Cash and Cash Equivalents at End of Year $14,059 $50,445 $36,268 - - ---------------------------------------------------------------------------------------- ( ) Denotes use of cash See notes to consolidated financial statements
14 Exhibit 13 Statements of Consolidated Shareholders' Equity The J. M. Smucker Company
__________________________________________________________________________________________________________________ (Dollars in thousands) - - ------------------------------------------------------------------------------------------------------------------ Deferred Amount due Currency Share- Common Shares Additional Retained Compen- from ESOP Translation holders' Class A Class B Capital Income sation Trust Adjustment Equity - - ------------------------------------------------------------------------------------------------------------------ Balance at April 30, 1991 $ 3,692 $ --- $10,544 $186,919 $(1,728) $ (9,876) $ 672 $190,223 Net income 34,118 34,118 Distribution of Class B Common Shares 3,692 (3,692) --- Stock plans 51 781 832 Dividends declared- $.39 a share (11,451) (11,451) Other 131 (1,227) (411) (1,507) - - ------------------------------------------------------------------------------------------------------------------ Balance at April 30, 1992 $ 3,692 $ 3,692 $ 7,034 $209,586 $ (947) $(11,103) $ 261 $212,215 Net income 32,945 32,945 Purchase of Treasury shares (105) (14) (10,959) (11,078) Stock plans 15 6 1,214 (483) 752 Dividends declared- $.43 a share (12,620) (12,620) Other 607 250 (2,602) (1,745) - - ------------------------------------------------------------------------------------------------------------------ Balance at April 30, 1993 $ 3,602 $ 3,698 $ 8,841 $218,952 $(1,430) $(10,853) $(2,341) $220,469 Net income 30,498 30,498 Purchase of Treasury shares (15) (11) (22) (2,388) (2,436) Stock plans 3 223 854 1,080 Dividends declared- $.47 a share (13,642) (13,642) Other 219 183 (1,969) (1,567) - - ------------------------------------------------------------------------------------------------------------------ Balance at April 30, 1994 $ 3,590 $ 3,687 $ 9,261 $233,420 $ (576) $(10,670) $(4,310) $234,402 ======= ======= ======= ======== ======= ======== ======= ======== See notes to consolidated financial statements
15 Exhibit 13 Notes to Consolidated Financial Statements The J. M. Smucker Company Fiscal Years Ended April 30, 1994, April 30, 1993, and April 30, 1992 Note A: Accounting Policies Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. All significant intercompany transactions and accounts are eliminated in consolidation. Cash and Cash Equivalents: The Company considers all short-term investments with a maturity of three months or less to be cash equivalents. Financial Instruments: The fair value of the Company's financial instruments approximates their carrying amounts. 16 Exhibit 13 Inventories: The Company values its inventories at the lower of cost or market, with market considered as replacement value. Cost is determined on the last-in, first-out (LIFO) method for the majority of domestic inventories. Inventories not on the LIFO method are valued principally by the first-in, first-out (FIFO) method. If the FIFO method (which approximates current cost) had been used for all inventories, the balances would have been $11,169,000 and $11,015,000 higher than reported at April 30, 1994 and 1993, respectively. Goodwill and Intangible Assets: The excess cost over net assets of businesses acquired and other intangibles, principally trademarks and patents, are being amortized using the straight-line method over periods ranging up to 40 years. Accumulated amortization of goodwill and intangible assets at April 30, 1994 and 1993, was $10,228,000 and $8,434,000, respectively. Property, Plant, and Equipment: Property, plant, and equipment are carried at cost with depreciation computed over the estimated useful life by the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. 17 Exhibit 13 Foreign Currency Translation: Assets and liabilities of the Company's foreign subsidiaries are translated using the exchange rates in effect at the balance sheet date, while income and expenses are translated using average rates. Translation adjustments are reported as a separate component of shareholders' equity. Net Income Per Common Share: Net income per Common Share is based on the weighted average number of the Class A Common Shares and Class B Common Shares considered outstanding during the year. Reclassifications: Certain prior year amounts have been reclassified to conform to current year classifications. Note B: Operating Segments The Company operates in one industry: the manufacturing and marketing of food products. The following presents information about operations in different geographic areas:
________________________________________________________________ (Dollars in thousands) - - ---------------------------------------------------------------- Year Ended April 30, 1994 1993 1992 - - ---------------------------------------------------------------- Net sales: United States $453,902 $452,846 $442,879 Foreign 57,623 38,463 40,593 - - ---------------------------------------------------------------- Total net sales $511,525 $491,309 $483,472 - - ---------------------------------------------------------------- Operating income (loss): United States $ 81,013 $ 85,831 $ 81,613 Foreign (1,216)(1) 752 (1,413) - - ----------------------------------------------------------------- 79,797 86,583 80,200 Corporate expenses (29,015) (26,845) (25,749) - - ---------------------------------------------------------------- Total operating income $ 50,782 $ 59,738 $ 54,451 - - ---------------------------------------------------------------- Identifiable assets: United States $326,042 $259,302 $240,930 Foreign 52,599 35,509 36,838 - - ---------------------------------------------------------------- Total assets $378,641 $294,811 $277,768 - - ---------------------------------------------------------------- (1) Includes the write-off of $2.3 million of goodwill associated with a foreign subsidiary.
Identifiable assets include corporate and all other assets identified with operations in each geographic area. There were no material amount of transfers between geographic areas. 18 Exhibit 13 Note C: Acquisitions On March 31, 1994, the Company acquired certain assets and assumed certain liabilities of the "Mrs. Smith's" frozen pie business from Mrs. Smith's Frozen Foods Co., a subsidiary of Kellogg Company, for $84,102,000 (contract price of $80,100,000 plus closing adjustments). This business, located in Pottstown, Pennsylvania, manufactures and markets branded frozen pies, desserts, and pie shells under the "Mrs. Smith's" brand name. The purchase price was paid from a combination of debt financing and internally generated funds. In connection with the acquisition, the Company purchased $36,452,000 of intangible assets, primarily trademarks and goodwill, and plans to amortize them over 40 years using the straight-line method. In July 1993, the Company purchased for $16,093,000 in cash, the jam, preserve, and pie filling business of Culinar, Inc. of Canada. In connection with this acquisition, the Company purchased $7,159,000 of intangible assets, primarily goodwill, and plans to amortize them over 20 years using the straight-line method. These acquisitions have been recorded using the purchase method of accounting and, accordingly, results of operations subsequent to the dates of acquisition are included in the consolidated financial statements. The acquisition of the Culinar business did not have a material impact on the financial results of the Company. Had the acquisition of "Mrs. Smith's" occurred at the beginning of fiscal 1993, proforma consolidated results would have been as follows:
- - ------------------------------------------------------------------------------------- - - ------------------------------------------------------------------------------------- Year Ended April 30, 1994 1993 - - ------------------------------------------------------------------------------------- (Dollars in thousands, except per share amounts) Net Sales $633,000 $635,000 Net Income $ 32,240 $ 35,954 Net Income per share $ 1.10 $ 1.22
The proforma results are based on historical financial information provided by Mrs. Smith's Frozen Foods Co. and are adjusted to give effect to certain costs, primarily interest expense, amortization of intangible assets, depreciation on revalued property, plant, and equipment, and income taxes. These unaudited results do not necessarily reflect the actual results which would have occurred had the acquisition been completed at the beginning of 1993, nor are they necessarily indicative of future results. During April 1994, the Company signed a letter of intent with After The Fall Products, Inc. to acquire its beverage business located in Brattleboro, Vermont. The transaction is subject to the execution of a purchase agreement and other customary conditions and is expected to close in the first quarter of fiscal 1995. 19 Exhibit 13 Note D: Retirement Plans The Company has pension plans covering substantially all of its employees. Benefits are based on the employee's years of service and compensation. The Company's plans are funded in conformity with the funding requirements of applicable government regulations. Net periodic pension cost included the following components:
- - ------------------------------------------------------------------------------------- (Dollars in thousands) - - ------------------------------------------------------------------------------------- Year Ended April 30, 1994 1993 1992 - - ------------------------------------------------------------------------------------- Service cost-benefits earned during the period $1,256 $1,168 $1,016 Interest cost on projected benefit obligation 3,086 2,564 2,259 Actual return on plan assets (2,876) (2,204) (5,456) Deferred (loss) gain (722) (1,253) 2,444 Net amortization and deferral 244 (107) (67) - - -------------------------------------------------------------------------------------- Net periodic pension cost $ 988 $ 168 $ 196 - - --------------------------------------------------------------------------------------
20 Exhibit 13 The following sets forth in the aggregate the funded status and amounts recognized in the Company's consolidated balance sheets for all of the Company-administered domestic pension plans:
(Dollars in thousands) - - --------------------------------------------------------------------------------------- Year Ended April 30, 1994 1993 - - --------------------------------------------------------------------------------------- Actuarial present value of accumulated benefit obligation: Vested benefits $34,444 $28,938 Non-vested benefits 2,312 1,852 - - --------------------------------------------------------------------------------------- Accumulated benefit obligation $36,756 $30,790 - - --------------------------------------------------------------------------------------- Projected benefit obligation for service rendered to date $44,012 $36,541 Plan assets at fair value 42,520 40,404 - - --------------------------------------------------------------------------------------- Plan assets (less than) in excess of projected benefit obligation (1,492) 3,863 Unrecognized prior service cost 5,166 4,917 Unrecognized net gain from past experience (338) (4,805) Unamortized net asset at transition (1,686) (1,777) - - --------------------------------------------------------------------------------------- Net prepaid pension cost $ 1,650 $ 2,198 - - ---------------------------------------------------------------------------------------
The expected long-term rate of return on plan assets was 9% for 1994, 1993, and 1992. Plan assets consist of listed stocks and government obligations, including 168,000 of both of the Company's Class A and Class B Common Shares at April 30, 1994 and 1993. The discount rate was 7.5% and 8% in 1994 and 1993, respectively, while the rate of increase in future compensation levels used in determining the actuarial present value of the projected benefit obligations was 5.75% for both years. Prior service costs are being amortized over the average remaining service lives of the employees expected to receive benefits. Included in the above table is the unfunded supplemental retirement benefit plan which had a projected benefit obligation of $6,230,000 and $4,727,000 in 1994 and 1993, respectively. The Company also charged to operations approximately $675,000, $606,000, and $675,000 in 1994, 1993, and 1992, respectively, for contributions to foreign pension plans and to plans not administered by the Company on behalf of employees subject to certain labor contracts. These amounts were determined in accordance with foreign actuarial computations and provisions of those labor contracts. For those plans not self-administered, the Company is unable to determine its share of either the accumulated plan benefits or net assets available for benefits under those plans. 21 Exhibit 13 Note E: Postretirement Benefits Other Than Pensions In addition to providing pension benefits, the Company sponsors several unfunded defined postretirement plans which provide health care and life insurance benefits to substantially all active and retired, domestic, nonrepresented employees, their covered dependents, and beneficiaries. These plans are contributory, with retiree contributions adjusted periodically, and contain other cost-sharing features, such as deductibles and coinsurance. Covered employees generally are eligible for these benefits when they have reached age 55 and attained 10 years of service. During fiscal 1993, the Company adopted the provisions of Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" (SFAS 106). This standard requires that the estimated cost of postretirement benefits, principally health care, be accrued over the period earned rather than expensed as incurred. The effect of adopting SFAS 106 resulted in the Company recognizing a one-time charge to consolidated income of $4,454,000 ($.15 per share), net of $2,704,000 of income tax benefit. 22 Exhibit 13
Net periodic postretirement benefit expense related to these plans for 1994 and 1993 included the following: - - ----------------------------------------------------------------------------------------- (Dollars in thousands) 1994 1993 - - ----------------------------------------------------------------------------------------- Service cost $ 421 $362 Interest cost 737 591 Net amortization and deferral 13 --- - - ----------------------------------------------------------------------------------------- Net periodic postretirement benefit cost $1,171 $953 - - -----------------------------------------------------------------------------------------
The following table sets forth the combined status of the plans as recognized in the Consolidated Balance Sheets at April 30, 1994 and 1993: - - ----------------------------------------------------------------------------------------- (Dollars in thousands) 1994 1993 - - ----------------------------------------------------------------------------------------- Accumulated benefit obligation: Retirees $3,407 $2,642 Fully eligible active participants 1,351 1,241 Other active participants 5,045 3,953 Unrecognized actuarial loss (929) --- - - ----------------------------------------------------------------------------------------- Postretirement benefits other than pensions $8,874 $7,836 - - -----------------------------------------------------------------------------------------
The discount rate assumption used to determine the actuarial present value of the accumulated postretirement benefit obligation was 7.5% in 1994 and 8% in 1993. For 1995, the assumed health care cost trend rates were 11.8% for participants under age 65 and 10.0% for participants age 65 or older. Both rates were assumed to decrease gradually to 5.0% in the year 2004. The health care cost trend rate assumption has a significant effect on the amount of the obligation and periodic cost reported. A one percent annual increase in the assumed cost trend rate in each year would increase the accumulated postretirement benefit obligation as of April 30, 1994 by $1,824,000 and the net periodic postretirement benefit cost for the year by $253,000. In addition, certain of the Company's active employees participate in multi-employer plans which provide defined postretirement health care benefits. The aggregate amount contributed to these plans, including the charge for periodic postretirement benefit costs, totaled $1,436,000, $1,356,000, and $1,185,000 in 1994, 1993, and 1992, respectively. 23 Exhibit 13 Note F: Stock Benefit Plans ESOP: The Company sponsors an Employee Stock Ownership Plan and Trust (ESOP) for domestic, non-represented employees. The Company has entered into loan agreements with the Trustee of the ESOP for purchases by the Trustee in amounts not to exceed a total of 1,200,000 unallocated Common Shares of the Company at any one time. These shares are to be allocated to participants over a period of not less than 20 years. No additional borrowings were made by the ESOP in either fiscal year 1994 or 1993; $1,384,000 was borrowed during 1992. All existing and future loans bear interest at 1/2% over prime and will be payable as shares are allocated to participants. The Company incurred no net expense in any of the three years. The principal payments received from the ESOP in 1994, 1993, and 1992 were $183,000, $250,000, and $157,000, respectively. Savings Plan: The Company offers an employee savings plan under Section 401(k) of the Internal Revenue Code for all domestic employees not covered by collective bargaining agreements. The Company's contributions under the plan are based on a specified percentage of employee contributions. Charges to operations for this plan in 1994, 1993, and 1992 were $787,000, $736,000, and $470,000, respectively. Restricted Stock: The Restricted Stock Bonus Plan provides for issuance of Common Shares to key employees. There are 105,600 Class A and 148,600 Class B Common Shares available for issuance under the plan at April 30, 1994. Shares awarded under this plan contain certain restrictions for four years relating, among other things, to forfeiture in the event of termination of employment and to transferability. Shares awarded are issued as of the effective date of the award and recorded at market value. A corresponding deferred compensation charge is expensed over the period during which restrictions are in effect. There were no awards made during the fiscal year. An award of 43,000 Class A Common Shares was made in 1993. 24 Exhibit 13 Stock Options: The Company has two stock option plans covering officers and certain key employees. Options granted under these plans become exercisable at the rate of one-third per year beginning one year after the date of grant, and the option price is equal to the market value on the effective date of the grant. Changes in the stock option plans are as follows:
_________________________________________________________________________ Common Shares Option Price Class A Class B Per Share - - ------------------------------------------------------------------------- Outstanding at April 30, 1991 410,532 410,532 Granted 169,100 500 $21.97-$31.50 Exercised (1,500) (1,500) $15.94-$20.22 Forfeited (1,500) (1,500) $15.94-$20.22 - - ------------------------------------------------------------------------- Outstanding at April 30, 1992 576,632 408,032 Granted 127,500 --- $27.25 Exercised (6,200) (6,200) $11.19-$19.13 Forfeited (5,400) (1,000) $19.13-$31.50 - - ------------------------------------------------------------------------- Outstanding at April 30, 1993 692,532 400,832 Granted 179,000 --- $23.94 Exercised (5,866) (5,866) $11.19-$19.13 Forfeited (7,566) (1,166) $19.13-$31.50 - - -------------------------------------------------------------------------- Outstanding at April 30, 1994 858,100 393,800 - - -------------------------------------------------------------------------- Exercisable at April 30, 1994 543,335 393,634 - - -------------------------------------------------------------------------- Available for Future Grants at April 30, 1992 1,219,365 1,387,965 1993 1,097,265 1,388,965 1994 925,831 1,390,131
25 Exhibit 13 Note G: Income Taxes During 1993, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." This statement requires the use of the asset and liability approach for financial accounting and reporting of income taxes. The Company previously accounted for income taxes in conformity with APB 11. The effect of this change in accounting method was not material to the financial statements or results of operations. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting. Significant components of the Company's deferred tax assets and liabilities as of April 30, 1994 and 1993 are as follows:
(Dollars in thousands) 1994 1993 ------------------------------------------------------------------------------------ Deferred Tax Liabilities: Depreciation $ 7,891 $ 7,189 Pension contributions 764 918 Other (each less than 5% of total liabilities) 1,391 1,192 Total Deferred Tax Liabilities 10,046 9,299 ------------------------------------------------------------------------------------ Deferred Tax Assets: Postretirement benefits other than pensions 3,393 2,960 Other employee benefits 2,560 2,133 Foreign net operating loss carryforwards 901 664 Trademarks 863 655 Marketing accruals 571 786 Other (each less than 5% of total assets) 3,921 2,495 ------------------------------------------------------------------------------------ Total Deferred Tax Assets 12,209 9,693 Valuation allowance for deferred tax assets (2,265) (1,884) ------------------------------------------------------------------------------------ Net Deferred Tax Assets 9,944 7,809 ------------------------------------------------------------------------------- Net Deferred Tax Liabilities $ 102 $ 1,490 -------------------------------------------------------------------------------
At April 30, 1994, the Company has foreign net operating loss carryforwards of $2,729,000 for income tax purposes with indefinite expiration dates. The Company has recorded a valuation allowance related to foreign tax loss carry- forwards and other foreign deferred tax assets due to the uncertainty of their realization. 26 Exhibit 13 Significant components of the provision for income taxes are as follows:
(Dollars in thousands) Year Ended April 30, 1994 1993 1992 - - ----------------------------------------------------------------------------------- Current: Federal $20,146 $20,413 $18,236 State and Local 3,381 3,513 3,295 Deferred (Credit) (1,302) 145 434 - - ----------------------------------------------------------------------------------- Total income tax expense from operations $22,225 $24,071 $21,965 - - -----------------------------------------------------------------------------------
A reconciliation of the statutory federal income tax rate and the effective tax rate follows:
- - ----------------------------------------------------------------------------------- (Dollars in thousands) - - ----------------------------------------------------------------------------------- Percent of Pretax Income - - ----------------------------------------------------------------------------------- Year Ended April 30, 1994 1993 1992 - - ----------------------------------------------------------------------------------- Statutory federal income tax rate 35.0% 34.0% 34.0% Increase in income taxes resulting from: State and local income taxes, net of federal income tax benefit 4.2 3.8 3.9 Other items 3.0 1.4 1.3 - - ----------------------------------------------------------------------------------- Effective income tax rate 42.2% 39.2% 39.2% - - ----------------------------------------------------------------------------------- Income taxes paid $22,431 $23,640 $22,744 - - -----------------------------------------------------------------------------------
Note H: Long-Term Debt In April 1994, the Company replaced its short-term lines of credit with a three-year $125,000,000 unsecured revolving credit facility. Borrowings under the revolving credit facility were $48,048,000 at April 30, 1994. Under the new agreement, the Company is subject to certain covenants and restrictions relating to current and interest coverage ratios, along with periodic payments for commitment fees on the unused balance. Interest rates are variable, primarily based on money market, LIBOR, or prime. The revolving credit facility expires in 1997 and is extendible at the option of the Company with the approval of the banks. 27 Exhibit 13 Note I: Leases The Company leases certain land, buildings, and equipment for varying periods of time, with renewal options. Leases of cold storage facilities are continually renewed for short periods. Rental expense in 1994, 1993, and 1992 totaled $9,110,000, $8,552,000, and $8,513,000, respectively; included therein were cold storage facility rentals, based on quantities stored, amounting to $5,525,000, $4,538,000, and $4,708,000, respectively. Note J: Common Shares In August 1991, the shareholders of the Company approved Amended Articles of Incorporation changing the Company's existing Common Shares into Class A Common Shares and authorizing a new class of non-voting Common Shares, designated as Class B Common Shares. Subsequently, on September 30, 1991, the Company distributed one share of the newly created Class B Common Shares for each Class A Common Share then issued. The Company's Amended Articles of Incorporation provide that but for certain exceptions, those acquiring the Company's Class A Common Shares will be entitled to cast one vote per share on matters requiring shareholder approval until they have held their shares for four years, after which time they will be entitled to cast ten votes per share. The Company's Class B Common Shares are non-voting, except under certain conditions outlined in the Company's Amended Articles of Incorporation. EX-22 7 EXHIBIT 1 Exhibit 22 Subsidiaries of the Company
State or Jurisdiction Subsidiaries of Incorporation - - ------------------------------ --------------------- H. B. DeViney Company, Inc. Pennsylvania The Dickinson Family, Inc. Ohio Elsenham Quality Foods Limited England JMS Specialty Foods, Inc. Wisconsin Juice Creations Co. Ohio Knudsen & Sons, Inc. California Mary Ellen's, Incorporated Ohio Mrs. Smith's, Inc. Ohio A. F. Murch Company Ohio Santa Cruz Natural Incorporated California Shawson Pty. Ltd. Victoria, Australia Smucker Australia, Inc. Ohio J. M. Smucker (Canada), Inc. Ohio J. M. Smucker (Canada) Inc. Ontario, Canada Smucker International, Ltd. U.S. Virgin Islands
EX-23 8 EXHIBIT 1 Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Annual Report on Form 10-K of The J. M. Smucker Company of our report dated June 8, 1994, included in the 1994 Annual Report to Shareholders of The J.M. Smucker Company. Our audit also included the financial statement schedules of The J. M. Smucker Company listed in item 14(a). These schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. We also consent to the incorporation by reference in the Registration Statements (Form S-8 No. 33-21273 and Form S-8 No. 33-38011) pertaining to the 1987 Stock Option Plan and (Form S-8 No. 33-32637) pertaining to the UK Employees (1989) Stock Option Plan and the Elsenham (Nonapproved) Stock Option Plan, of our report dated June 8, 1994, with respect to the consolidated financial statements in the preceding paragraph with respect to the financial statement schedules included in this Annual Report on Form 10-K of The J. M. Smucker Company. ERNST & YOUNG July 12, 1994 EX-24.1 9 EXHIBIT 1 Exhibit 24.1 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that LENA C. BAILEY, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1994, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ Lena C. Bailey ---------------------------- Director EX-24.2 10 EXHIBIT 1 Exhibit 24.2 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that WILLIAM P. BOYLE, JR., director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1994, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ William P. Boyle, Jr. ------------------------------- Director EX-24.3 11 EXHIBIT 1 Exhibit 24.3 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that ROBERT R. MORRISON, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1994, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ Robert R. Morrison ------------------------------- Director EX-24.4 12 EXHIBIT 1 Exhibit 24.4 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that VERNON D. NETZLY, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1994, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ Vernon D. Netzly ------------------------------ Director EX-24.5 13 EXHIBIT 1 Exhibit 24.5 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that PAUL H. SMUCKER, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1994, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ Paul H. Smucker -------------------------- Director EX-24.6 14 EXHIBIT 1 Exhibit 24.6 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that CHARLES S. MECHEM, JR., director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1994, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ Charles S. Mechem, Jr. ------------------------------ Director EX-24.7 15 EXHIBIT 1 Exhibit 24.7 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that RUSSELL G. MAWBY, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1994, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ Russell G. Mawby ----------------------------- Director EX-24.8 16 EXHIBIT 1 Exhibit 24.8 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that BENJAMIN B. TREGOE, JR., director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1994, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ Benjamin B. Tregoe, Jr. -------------------------------- Director EX-24.9 17 EXHIBIT 1 Exhibit 24.9 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that WILLIAM WRIGLEY, JR., director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1994, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ William Wrigley, Jr. ------------------------------ Director EX-24.10 18 EXHIBIT 1 Exhibit 24.10 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that RICHARD G. JIRSA, controller of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1994, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned controller might or could do in person, in furtherance of the foregoing. /s/ Richard G. Jirsa ---------------------------- Controller EX-24.11 19 EXHIBIT 1 Exhibit 24.11 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that RICHARD K. SMUCKER, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1994, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ Richard K. Smucker ---------------------------- Director EX-24.12 20 EXHIBIT 1 Exhibit 24.12 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that TIMOTHY P. SMUCKER, director of The J. M. Smucker Company, hereby appoints Richard K. Smucker and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1994, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ Timothy P. Smucker ------------------------------ Director EX-24.13 21 EXHIBIT 1 Exhibit 24.13 THE J. M. SMUCKER COMPANY REGISTRATION ON FORM 10-K POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that BARBARA TRUEMAN, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, and Steven J. Ellcessor, and each of them, with full power of substitution, as attorney or attorneys of the undersigned, to execute an Annual Report on Form 10-K for the fiscal year ended April 30, 1994, in a form that The J. M. Smucker Company deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, all pursuant to applicable legal provisions, with full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned director might or could do in person, in furtherance of the foregoing. /s/ Barbara Trueman ------------------------------ Director -----END PRIVACY-ENHANCED MESSAGE-----