10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

þ ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2010

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission file number 001-5111

THE J. M. SMUCKER COMPANY

(Exact name of registrant as specified in its charter)

Ohio	34-0538550
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Strawberry Lane
Orrville, Ohio	44667-0280
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code (330) 682-3000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common shares, no par value	New York Stock Exchange
Rights to purchase preferred shares	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

     Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

     Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

     Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

     Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) 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.     o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o  Non-accelerated filer o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

     Yes o No þ

The aggregate market value of the common shares held by nonaffiliates of the registrant at October 31, 2009, was $5,913,140,422. As of June 23, 2010, 119,471,560 common shares of The J. M. Smucker Company were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain sections of the registrant’s definitive Proxy Statement to be filed in connection with its Annual Meeting of Shareholders to be held on August 18, 2010, are incorporated by reference into Part III of this Report, and certain sections of the registrant’s 2010 Annual Report to Shareholders are incorporated by reference into Parts I and II of this Report.

The exhibit index for this Report begins on page 24.

TABLE OF CONTENTS

	Item 1. Business.
	Item 1A. Risk Factors.
	Item 1B. Unresolved Staff Comments.
	Item 2. Properties.
	Item 3. Legal Proceedings.
	Item 4. [Removed and Reserved]
PART II
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
	Item 6. Selected Financial Data.
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
	Item 8. Financial Statements and Supplementary Data.
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
	Item 9A. Controls and Procedures.
	Item 9B. Other Information.
PART III
	Item 10. Directors, Executive Officers and Corporate Governance.
	Item 11. Executive Compensation.
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
	Item 13. Certain Relationships and Related Transactions, and Director Independence.
	Item 14. Principal Accountant Fees and Services.
PART IV
SIGNATURES
INDEX OF EXHIBITS
EX-13
EX-21
EX-23
EX-24
EX-31.1
EX-31.2
EX-31.3
EX-32

PART I

Item 1. Business.

          The Company. The J. M. Smucker Company (the “Company”) was established in 1897 and was incorporated in Ohio in 1921. The Company, often referred to as Smucker’s (a registered trademark), operates principally in one industry, the manufacturing and marketing of branded food products on a worldwide basis, although the majority of the Company’s sales are in the U.S. The Company’s operations outside the U.S. are principally in Canada although products are exported to other countries as well. Sales outside the U.S. represented approximately 10 percent of total consolidated Company sales for fiscal 2010. The Company’s branded food products include a strong portfolio of trusted, iconic, market-leading brands that are sold to consumers through retail outlets in North America.

          On November 6, 2008, the Company completed a merger transaction with The Folgers Coffee Company (“Folgers”), a subsidiary of The Procter & Gamble Company (“P&G”). The value of the transaction was approximately $3.7 billion, including the issuance of common shares of the Company in connection with the merger and $350 million of Folgers debt. Under the terms of the transaction agreements, P&G distributed common shares of Folgers to participating P&G shareholders which were then automatically converted into the right to receive common shares of the Company in the merger. Immediately following the merger, P&G shareholders and pre-merger Company shareholders owned approximately 53.5 percent and 46.5 percent, respectively, of the Company’s approximately 118 million common shares outstanding. The merger was accounted for as a purchase business combination, with the Company treated as the acquiring entity.

          The Company has four reportable segments: U.S. Retail Coffee Market, U.S. Retail Consumer Market, U.S. Retail Oils and Baking Market, and Special Markets. The Company’s three U.S. retail market segments in total comprised over 80 percent of the Company’s net sales in fiscal 2010 and represent a major portion of the strategic focus area for the Company — the sale of branded food products with leadership positions to consumers through retail outlets in North America. The Special Markets segment represents sales outside of the U.S. retail markets and includes the Company’s Canada, foodservice, natural foods (formerly beverage), and international businesses.

          Principal Products. The principal products of the Company, which are sold across the Company’s U.S. retail market segments and Special Markets segment, are coffee, peanut butter, shortening and oils, fruit spreads, canned milk, baking mixes and ready-to-spread frostings, flour and baking ingredients, juices and beverages, frozen sandwiches, dessert toppings, syrups, and pickles and condiments.

          Product sales information for the years 2010, 2009, and 2008 is incorporated herein by reference to information set forth in the Company’s 2010 Annual Report to Shareholders, on pages 43 through 45 under “Note D: Reportable Segments.”

          In each of the U.S. retail market segments, the Company’s products are primarily sold through a combination of direct sales and through brokers to food retailers, food wholesalers, drug stores, club stores, mass merchandisers, discount and dollar stores, and military commissaries. In the Special Markets segment, the Company’s products are distributed domestically and in foreign countries through retail channels, foodservice distributors and operators (e.g., restaurants, schools and universities, and healthcare operators), health and natural foods stores and distributors.

          Sources and Availability of Raw Materials. The raw materials used by the Company in each of its segments are primarily commodities and agricultural-based products. Glass, plastic, steel cans, caps, carton board, and corrugate are the principal packaging materials used by the Company. The fruit and vegetable raw materials used by the Company in the production of its food products are purchased from independent growers and suppliers. Green coffee, peanuts, edible oils, sweeteners, milk, flour, corn, and other ingredients are obtained from various suppliers. The costs of many of these commodities have fluctuated, and may continue to fluctuate, over time. The Company uses basis contracts, and commodity

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futures and options to manage price volatility for a significant portion of its commodity costs. Green coffee is sourced solely from foreign countries and its supply and price are subject to high volatility due to factors such as weather, pest damage, and political and economic conditions in the source countries. Raw materials are generally available from numerous sources although the Company has elected to source certain plastic packaging materials from single sources of supply pursuant to long-term contracts. While availability may vary year-to-year, the Company believes that it will continue to be able to obtain adequate supplies and that alternatives to single-sourced materials are available. The Company has not historically encountered significant shortages of key raw materials. The Company considers its relationship with key raw material suppliers to be good.

          Trademarks and Patents. The Company’s products are produced under certain patents and marketed under numerous trademarks owned or licensed by the Company or one of its subsidiaries. Major trademarks, utilized primarily in the U.S. retail market segments, include: Folgers®, Dunkin’ Donuts®, and Millstone® in the U.S. Retail Coffee segment; Smucker’s®, Jif®, Hungry Jack®, Uncrustables®, Snack’n Waffles, Dickinson’s®, Crosse & Blackwell®, Adams®, Laura Scudder’s®, Goober®, Golden Temple® and Magic Shell® in the U.S. Retail Consumer Market segment; and Crisco®, Pillsbury®, Eagle Brand®, Borden® and Elsie design, Martha White®, LaPina®, White Lily®, Softasilk®, Funfetti®, and Pet® in the U.S. Retail Oils and Baking Market segment.

          Major trademarks utilized in the Special Markets segment include: Folgers®, Smucker’s®, Jif®, Crisco®, Plate Scapers®, Bick’s®, Five Roses®, Robin Hood®, Carnation®, Europe’s Best®, R. W. Knudsen Family®, Santa Cruz Organic®, Double Fruit®, Recharge®, and Red River®.

          Dunkin’ Donuts® is a registered trademark of DD IP Holder LLC used by the Company under license (the “Dunkin’ License”). The terms of the Dunkin’ License include the payment of royalties to DD IP Holder LLC and other financial commitments by the Company. The Dunkin’ License is in effect until January 1, 2034. Pillsbury®, the Barrelhead logo, and Doughboy character are trademarks of The Pillsbury Company, LLC and are used by the Company under a 20-year, perpetually renewable, royalty-free license. Borden® and the Elsie design are trademarks used by the Company on certain products under a perpetual, exclusive, and royalty-free license. Carnation® is a trademark of Société des Produits Nestlé S.A. used by the Company’s Canadian subsidiary for certain canned milk products in certain territories under an exclusive and royalty-free license with an initial term of 10 years, renewable by the Company for two successive five-year terms and which becomes perpetual at the end of the renewal terms under certain circumstances. In addition, the Company or one of its subsidiaries licenses the use of several other trademarks, none of which individually is material to the Company’s business.

          Slogans or designs considered to be important trademarks include, without limitation, the slogan, “With A Name Like Smucker’s, It Has To Be Good,” “The Best Part of Wakin’ Up Is Folgers In Your Cup,” “Wake Up Special Every Day,” “Mountain Grown,” “Choosy Moms Choose Jif,” “Purely The Finest,” “Crisco is Cooking,” “Everybody’s Happy When It’s Hungry Jack,” “Goodness Gracious, It’s Good,” the Smucker’s banner, the Crock Jar shape, the Gingham design, and the Strawberry logo.

          The Company owns several hundred patents worldwide in addition to proprietary trade secrets, technology, know-how processes and other intellectual property rights that are not registered.

          The Company considers all of its intellectual property and the Pillsbury®, Dunkin’ Donuts®, BORDEN® and Elsie design, and Carnation® licenses, taken as a whole, to be essential to its business.

          Seasonality. The Company’s U.S. Retail Coffee Market and U.S. Retail Oils and Baking Market businesses are particularly seasonal around the “fall bake” and holiday period, which generally results in higher sales and profits in the Company’s second and third quarters. The Company’s success in promoting and merchandising its baking and coffee brands during the “fall bake” and holiday period has a significant impact on its results for a fiscal year. The back-to-school period and the spring holiday season are two other important promotional periods for the Company, although their impact to the Company is not as significant as the “fall bake” and holiday period.

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          Working Capital. Working capital requirements are greatest during the first half of the Company’s fiscal year mainly due to the timing of fruit and vegetable procurement, the buildup of coffee, oil, and baking inventories necessary to support the “fall bake” and holiday period, and the further buildup of coffee inventory in advance of the Atlantic hurricane season.

          Customers. Sales to Wal-Mart Stores, Inc. and its subsidiaries amounted to approximately 27 percent, 24 percent, and 20 percent of net sales in 2010, 2009, and 2008, respectively. These sales are primarily included in the U.S. retail market segments. No other customer exceeded 10 percent of net sales during 2010, 2009, and 2008.

          During 2010, the Company’s top 10 customers, collectively, accounted for approximately 58 percent of consolidated net sales. Although the loss of any large customer for an extended length of time could negatively impact the Company’s sales and profits, the Company does not anticipate that this will occur to a significant extent due to strong consumer demand for the Company’s products.

          Orders. Generally, orders are filled within a few days of receipt, and the backlog of unfilled orders at any particular time has not been material on a historical basis.

          Government Business. No material portion of the Company’s business is subject to renegotiation of profits or termination of contracts at the election of the government.

          Competition. The Company is the branded market leader in the coffee, peanut butter, shortening, sweetened condensed milk, fruit spreads, dessert toppings, and health and natural foods beverages categories. The Company’s business is highly competitive as all of its U.S. retail market segments’ brands compete for retail shelf space with other branded products as well as private label products.

          The continued growth of alternative store formats, product and packaging innovations, technological advances, and new industry techniques are all issues for companies in the food industry to consider in order to remain competitive. The primary ways in which products are distinguished are product quality, price, packaging, new product introductions, nutritional value, convenience, advertising, and promotion. Positive factors pertaining to the Company’s competitive position include well-recognized brands, superior product quality, experienced brand management, a single national grocery broker in the U.S., varied product offerings, product innovation, excellent customer service, and a strong distribution network.

          The Company historically has seen accelerated private label growth during challenging economic times. The Company estimates that during the economic recession of the past two years, private label grew more than during past recessions partly due to the unprecedented run up in commodity costs, increased emphasis by retailers, and improvements in private label quality. The Company believes that both private label and leading brands play an important role in all of the food categories in which it competes, appealing to different consumer segments. The Company closely monitors the price gap or price premium between its brands and private label, with the view that value is about more than price and the expectation that number one brands will continue to be an integral part of consumers’ shopping baskets.

          In the U.S. Retail Coffee Market segment, the Folgers® brand competes in the highly competitive U.S. packaged roast and ground coffee market with other retail coffee roasters such as Maxwell House, Yuban, and Nescafe. The Company also competes in the premium gourmet coffee market through its Millstone® and Folgers® Gourmet Selections^TM brands, as well as through sales of Dunkin’ Donuts® licensed retail packaged coffee products with other brands such as Starbucks, Eight O’Clock, and Seattle’s Best. During 2010, the Company entered into a manufacturing and distribution agreement with Green Mountain Coffee Roasters, Inc. and Keurig, Inc. for the introduction of Folgers® Gourmet Selections^TM and Millstone® premium coffees through Keurig’s innovative K-Cup® coffee system. Introduction of the Company’s K-Cup® products is expected in the fall of 2010.

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          In the U.S. Retail Consumer Market segment, the Jif® brand has been a leader in the peanut butter category for over 20 years, while the Company’s natural peanut butter business, sold under the Smucker’s®, Adam’s®, Laura Scudder’s® and Jif® brands, maintains a strong leadership position in the natural peanut butter category. The Company’s fruit spread brands, including Smucker’s®, Dickinson’s®, and Knott’s Berry Farm®, hold the leading position in the fruit spreads category and compete with Welch’s branded line of fruit spreads and many private label brands. The competing brands exist on both a national and a regional level. The Company’s Hungry Jack® brand competes in the pancake mix and table syrup category. The Company competes with several major national as well as private label brands in these categories. During 2010, the Company divested its potato side dish product line and entered into a licensing agreement with the purchaser for their use of the Hungry Jack® brand. The Company maintains ownership of the brand.

          In the U.S. Retail Oils and Baking Market segment, Crisco® has historically been a leader in the shortening and cooking oils categories. Crisco® holds the leading branded position in the shortening category and competes with other branded competitors for the leading branded position in the oils category. The oils category in which Crisco® competes is highly competitive with private label competitors maintaining the largest share of the category. The category is also significantly impacted by volatile commodity pricing. The Company’s Pillsbury® brand competes in the dessert and baking mixes (“DBM”) market that includes mixes for cakes, cookies, brownies, muffins, and quick breads, as well as ready-to-spread frostings and ingredients used in scratch baking such as flour. Within the DBM category, the Company competes primarily with the Betty Crocker and Duncan Hines brands and many private label and regional brands. The Company competes in the canned milk category with both branded and nonbranded products. The Company is the branded market leader in the sweetened condensed category with its Eagle Brand® and Magnolia® brands and has significant sales with production of private label brands. In the evaporated milk category, the Company has a significant presence with its production of private label brands and the Pet® brand where it competes primarily with one major national brand.

          Research and Development. The Company predominantly utilizes in-house resources to both develop new products and improve existing products in each of its business areas. Amounts expensed for product development were $20,963,000, $14,498,000, and $9,547,000 in 2010, 2009, and 2008, respectively.

          Environmental Matters. The Company considers environmental sustainability to be its responsibility as a good corporate citizen and a key strategic focus area for the Company. The Company has implemented and manages a variety of programs, including the utilization of renewable energy technology, improved wastewater management, increased usage of sustainable raw materials, and reuse of resources rather than consuming new ones, in support of its commitment to environmental sustainability. The Company continues to evaluate and modify its processes on an ongoing basis to further reduce its impact on the environment and reduce waste.

          Compliance with the provisions of enacted or pending federal, state, and local environmental regulations regarding either the discharge of materials into the environment or the protection of the environment is not expected to have a material effect upon the Company’s capital expenditures, earnings, or competitive position in 2011.

          Employees. At April 30, 2010, the Company had approximately 4,850 full-time employees, worldwide. Approximately 32 percent of these employees, located at 10 facilities, are covered by union contracts. These contracts vary in term depending on the location. The Company believes its relations with its current employees are good.

          Financial Information about Industry Segments and Geographical Areas. The financial information required to be included in this item concerning reportable industry segments and international operations for the years 2010, 2009, and 2008 is incorporated herein by reference to information set forth in the Company’s 2010 Annual Report to Shareholders, on pages 43 through 45, under “Note D: Reportable Segments.” The Company’s international operations are primarily in Canada with risks similar to those associated with the U.S. retail markets. The Company’s Canada sales primarily represent the sale of

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Canadian produced products to Canadian customers.

          Forward-Looking Statements. This report includes forward-looking statements that are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from expected or projected results. The descriptions of risks and uncertainties relating to forward-looking statements is incorporated herein by reference to information set forth in the Company’s 2010 Annual Report to Shareholders under the caption “Forward-Looking Statements” on pages 28 and 29.

          Available Information. Access to all Securities and Exchange Commission (“SEC”) filings made by the Company, including its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is provided, free of charge, on the Company’s Web site (www.smuckers.com) as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC.

Item 1A. Risk Factors.

          The Company’s business, operations, and financial condition are subject to various risks and uncertainties. The risk factors described below should be carefully considered, together with the other information contained or incorporated by reference in this Report and in the Company’s other filings with the SEC, in connection with evaluating the Company, its business and the forward-looking statements contained in this Report. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial also may affect the Company. The occurrence of any of these known or unknown risks could have a material adverse impact on the Company’s business, financial condition, and results of operations.

•	The Company operates in the competitive food industry and relies on continued demand for the Company’s products.
	The Company faces competition across its product lines from other food companies with the primary methods and factors in competition being product quality, price, packaging, new product introductions, nutritional value, convenience, customer service, advertising, and promotion. In order to generate future revenues and profits, the Company must continue to sell products that appeal to the Company’s customers and consumers. Specifically, there are a number of trends in consumer preferences that may impact the Company and the food industry as a whole including convenience, consumer dietary trends, and obesity, health and nutritional concerns.
	In particular, consumers, public health officials, and government officials are becoming increasingly concerned about the public health consequences associated with weight management, particularly among young people. Prolonged negative perceptions concerning the health implications of certain food products could influence consumer preferences and acceptance of some of the Company’s products and marketing programs. Although the Company strives to respond to consumer preferences and social expectations, it may not be successful in these efforts. Increasing public concern regarding health issues and failure to satisfy consumer preferences could decrease demand for the Company’s products and adversely affect the Company’s profitability.
	Continued success is dependent on product innovation, the ability to secure and maintain adequate retail shelf space, and effective trade merchandising, advertising, and marketing programs. Some of the Company’s competitors have substantial financial, marketing, and other resources, and competition with them in the Company’s various markets and product lines could cause the Company to reduce prices, increase marketing or other expenditures, or lose category share. Category share and growth could be adversely impacted if the Company is not successful in introducing new products.

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•	Consumers may shift purchases to lower-priced private label or other value offerings during economic downturns, which may adversely affect the Company’s results of operations.
	During economic downturns, consumers may be less willing or able to pay a price differential for the Company’s branded products, and may increasingly purchase more lower-priced offerings and may forego some purchases altogether. The Company has experienced increased competitive pressure from private label products during recent periods. Retailers may also increase levels of promotional activity for lower-priced or value offerings as they seek to maintain sales volumes during times of economic uncertainty. Accordingly, economic downturns could reduce sales volumes of the Company’s branded products or lead to a shift in sales mix toward its lower margin offerings, which could have an adverse effect on its results of operations.
•	The success of the Company’s business depends substantially on consumer perceptions of its brands.
	The Company believes that maintaining and continually enhancing the value of its brands is critical to the success of its business. Brand value is based in large part on consumer perceptions. Success in promoting and enhancing brand value depends in large part on the Company’s ability to provide high quality products. Brand value could diminish significantly as a result of a number of factors, such as if the Company fails to preserve the quality of its products, if the Company is perceived to act in an irresponsible manner, if the Company or its brands otherwise receive negative publicity, if the brands fail to deliver a consistently positive consumer experience or if the products become unavailable to consumers. If the Company’s brand values are diminished, the Company’s revenues and operating results could be materially adversely affected. In addition, anything that harms the Pillsbury®, Carnation®, Borden®, or Dunkin’ Donuts® brand could adversely affect the success of the Company’s exclusive licensing agreements with the owners of these brands.
•	The Company’s proprietary coffee brands, packaging designs, and roasting methods are essential to the value of the coffee business and the inability to protect these could harm the value of its brands and adversely affect the Company’s sales and profitability.
	The success of the coffee business depends significantly on its brands, know-how, and other intellectual property. The Company relies on a combination of trademarks, service marks, trade secrets, patents, copyrights, and similar rights to protect its intellectual property. The success of the Company’s growth strategy depends on its continued ability to use its existing trademarks and service marks in order to maintain and increase brand awareness and further develop its brand. If the Company’s efforts to protect its intellectual property are not adequate, or if any third party misappropriates or infringes on its intellectual property, the value of the Company’s brand may be harmed, which could have a material adverse effect on its business. From time to time, the Company is engaged in litigation to protect its intellectual property, which could result in substantial costs to the Company as well as diversion of management attention.
	Additionally, the Company considers its proprietary roasting methods essential to the consistent flavor and richness of its coffee products and, therefore, essential to its brands. Because many of the roasting methods used by the Company are not protected by patents, it may be difficult for the Company to prevent competitors from copying its roasting methods if such methods become known. The Company also believes that its packaging innovations, such as brick packaging technology and its AromaSealTM canisters, are important to the coffee business’ marketing and operational efforts. If the Company’s competitors copy its roasting or packaging methods or develop more advanced roasting or packaging methods, the value of the Company’s coffee brands may be diminished, and the Company could lose customers to its competitors.

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•	The Company’s operations are subject to the general risks of the food industry.
	The food industry is subject to risks posed by food spoilage and contamination, product tampering, product recall, and consumer product liability claims. The Company’s operations could be impacted by both genuine and fictitious claims regarding the Company’s and competitors’ products. In the event of product contamination or tampering, the Company may need to recall some of its products. A widespread product recall could result in significant loss due to the cost of conducting a product recall, including destruction of inventory and the loss of sales resulting from the unavailability of product for a period of time. The Company could also suffer losses from a significant product liability judgment against it. Either a significant product recall or a product liability judgment, involving either the Company or its competitors, could also result in a loss of consumer confidence in the Company’s food products or the food category, and an actual or perceived loss of value of the Company’s brands, materially impacting consumer demand.
•	The Company could be subject to adverse publicity or claims from consumers.
	Certain of the Company’s products contain caffeine and other active compounds, the health effects of which are the subject of increasing public scrutiny, including the suggestion that consumption of coffee, caffeine and other active compounds may have adverse health effects. An unfavorable report on the health effects of caffeine or other compounds present in the Company’s products, product recalls or negative publicity or litigation arising from other health risks could significantly reduce the demand for the Company’s products.
	The Company may also be subject to complaints from or litigation by consumers who allege food and beverage-related illness, or other quality, health or operational concerns. Adverse publicity resulting from such allegations could materially adversely affect the Company, regardless of whether such allegations are true or whether the Company is ultimately held liable. A lawsuit or claim could result in an adverse decision against the Company, which could have a material adverse effect on its business, financial condition and results of operations.
•	Certain of the Company’s products are sourced from single manufacturing sites.
	The Company has consolidated its production capacity for certain products into single manufacturing sites. In addition, the Company has announced plans to further consolidate its coffee, fruit spreads, syrups, and topping production as part of its current restructuring project. The Company could experience a production disruption at these or any of its manufacturing sites resulting in a reduction or elimination of the availability of some of the Company’s products. If the Company is not able to obtain alternate production capability in a timely manner, a negative impact on the Company’s operations could result.
•	The Company’s business could be harmed by strikes or work stoppages.
	As of April 30, 2010, approximately 32 percent of the Company’s employees, located at 10 facilities, are covered by union contracts. These contracts vary in term depending on location. The Company cannot assure that it will be able to negotiate these collective bargaining agreements on the same or more favorable terms as the current agreements, or at all, without production interruptions caused by labor stoppages. If a strike or work stoppage were to occur in connection with negotiations of new collective bargaining agreements, or as a result of disputes under collective bargaining agreements with labor unions, the Company’s business, financial condition, and results of operations could be materially adversely affected.

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•	If there is a significant interruption in the operation of any of the Company’s facilities, third-party distribution centers, or supplier’s facilities, the Company may not have the capacity to service its customers in a timely manner, thereby reducing its revenues and earnings.
	A significant interruption in the operation of any of the Company’s facilities, third-party distribution centers, or supplier’s facilities, whether as a result of a natural disaster, flu pandemic, or other causes, could significantly impair the Company’s ability to operate its business. Notably, approximately 80 percent of the Company’s current coffee production capabilities are in New Orleans, Louisiana. After completion of the Company’s current restructuring project, substantially all of the Company’s coffee production will be in New Orleans which is subject to risks associated with hurricane and other weather-related events. For example, in August 2005, Hurricane Katrina caused catastrophic damage to the New Orleans area. Following the hurricane, production at the New Orleans facility was interrupted for approximately two months, resulting in a significant decline in coffee revenues for the first half of fiscal 2006. A similar significant interruption in the operation of one of the Company’s facilities, third-party distribution centers, or supplier’s facilities may affect its ability to service all of its customers, and business may be lost to its competitors, resulting in a material adverse effect to the Company’s revenues, earnings, and financial position.
•	The effects of a potential pandemic illness could adversely affect the Company’s businesses.
	An outbreak of pandemic illness in a given location could severely interfere with and substantially disrupt the Company’s supply chain impacting the manufacture and/or shipment of the Company’s products, which could have a material adverse effect on its operations. A prolonged recurrence of a pandemic illness could also adversely affect the Company’s customers and cause an immediate and prolonged drop in consumer demand for the Company’s products. Any of these events could adversely affect the Company’s financial condition and results of operations. The general impact, if any, of a pandemic illness on the Company’s operations, its results of operations and financial condition is highly speculative, cannot be accurately predicted or quantified, and would depend on numerous factors, including the rate of contagion, the regions most affected, the effectiveness of treatment for the infected population and the rates of mortality and morbidity.
•	A material impairment in the carrying value of acquired goodwill or other intangible assets could negatively affect the Company’s consolidated operating results and net worth.
	A significant portion of the Company’s assets is goodwill and other intangible assets, the majority of which are not amortized but are reviewed at least annually for impairment. If the carrying value of these assets exceeds the current fair value, the asset is considered impaired and is reduced to fair value resulting in a noncash charge to earnings. Events and conditions that could result in impairment include a sustained drop in the market price of the Company’s common shares, increased competition or loss of market share, product innovation or obsolescence, or product claims that result in a significant loss of sales or profitability over the product life. At April 30, 2010, the carrying value of goodwill and other intangible assets totaled approximately $5.8 billion, compared to total assets of approximately $8.0 billion and total shareholders’ equity of approximately $5.3 billion.
•	The results of the Company may be adversely impacted as a result of limited availability and increases in the price of raw materials, including agricultural commodities and fuel.
	The Company utilizes many different commodities and agricultural products in the manufacturing of its products including green coffee, peanuts, corn sweeteners, edible oils, sugar, fruit, wheat, milk, and cocoa. In addition, natural gas and fuel oil are necessary components of the manufacturing process, packaging, and distribution of the Company’s products. These commodities and agricultural products are subject to price volatility caused by commodity market fluctuations, the quality and availability of supply, weather, currency fluctuations, speculative influences, trade agreements, political unrest, consumer demand, and changes in governmental agricultural programs. Although the Company utilizes forward contracts and commodity futures

9

and option contracts to manage commodity price volatility in some instances, commodity price increases ultimately result in corresponding increases in the Company’s raw material and energy costs. The Company may be limited in its ability to pass these cost increases on in the form of price increases or may incur a decrease in sales volume to the extent pricing increases are taken.

•	Loss or interruption of supply from single-source suppliers of raw materials could have a disruptive effect on the Company’s business and adversely affect its results of operations.
	The Company has elected to source certain raw materials, such as packaging for its most popular Folgers® coffee products, as well as its Jif® peanut butter and Crisco® oil products, from single sources of supply. While the Company believes that alternative sources of these packaging materials could be obtained on commercially reasonable terms, loss or an extended interruption in supplies from a single-source supplier would result in additional costs, could have a disruptive short-term effect on the Company’s business and could adversely affect its results of operations.
•	The Company’s efforts to manage commodity and other price volatility through derivative instruments could adversely affect its results of operations and financial condition.
	The Company uses derivative instruments, including commodity futures and options, to reduce the price volatility associated with anticipated commodity purchases. The extent of the Company’s derivative position at any given time depends on the Company’s assessment of the markets for these commodities. If the Company fails to take a derivative position and costs subsequently increase, or if it institutes a position and costs subsequently decrease, the Company’s costs may be greater than anticipated and financial results could be adversely affected. In addition, the Company’s liquidity may be adversely impacted by the cash margin requirements of the commodities exchanges or the failure of a counterparty to perform in accordance with a contract.
•	Increases in logistics and other transportation-related costs could adversely impact the Company’s results of operations. The Company’s ability to competitively serve customers depends on the availability of reliable transportation.
	Logistics and other transportation-related costs have a significant impact on the Company’s earnings and results of operations. The Company uses multiple forms of transportation to bring the Company’s products to market. They include ships, trucks, intermodals, and railcars. Disruption to the timely supply of these services or increases in the cost of these services for any reason, including availability or cost of fuel, regulations affecting the industry, labor shortages in the transportation industry, service failures by third-party service providers, accidents or natural disasters (which may impact the transportation infrastructure or demand for transportation services), could have an adverse effect on the Company’s ability to serve its customers, and could have a material adverse effect on financial performance.
	In April 2010, the Deepwater Horizon, an unrelated, third-party operated offshore drilling platform, exploded and caused an oil spill in the Gulf of Mexico. Green coffee and other raw materials used in the Company’s coffee businesses are transported through the Port of New Orleans. As of April 30, 2010, the oil spill had not been contained and could disrupt shipping traffic in and out of the Port of New Orleans and other ports. Such a disruption could increase the Company’s transportation-related costs, which could adversely affect its results of operations.
•	The results of the Company may be adversely impacted by growth in alternative energy markets.
	The Company competes for certain raw materials, notably corn and soy-based agricultural products, with the emerging bio-fuels industry. Growth in the bio-fuels industry, which is typically linked to increases in gasoline and diesel prices, may limit the supply of certain raw materials available to the Company. Additionally, farm acreage currently devoted to other agricultural products utilized by the Company may be converted to corn or soy resulting in higher cost for other agricultural products utilized by the Company.

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•	The Company may be unable to maintain or improve its profit margins in the consolidating retail environment. In addition, the loss of the Company’s largest customer could negatively impact its sales and profits.
	Sales to Wal-Mart Stores, Inc. and its subsidiaries amounted to approximately 27 percent of the Company’s net sales in 2010. These sales are primarily included in the three U.S. retail market segments. Trade receivables at April 30, 2010, included amounts due from Wal-Mart Stores, Inc. and its subsidiaries of approximately $61.2 million. During 2010, the Company’s top 10 customers, collectively, accounted for approximately 58 percent of consolidated net sales. The Company expects that a significant portion of its revenues will continue to be derived from a small number of customers. The Company’s customers are generally not contractually obligated to purchase from the Company. These customers make purchase decisions based on a combination of price, product quality, consumer demand, customer service performance, their desired inventory levels, and other factors. Changes in customers’ strategies, including a reduction in the number of brands they carry or a shift of shelf space to private label products, may adversely affect sales. Additionally, the Company’s customers may face financial or other difficulties that may impact their operations and their purchases from the Company, which could adversely affect results of operations. Customers also may respond to price increases by reducing distribution, resulting in reduced sales of the Company’s products. If sales of products to one or more of these customers are reduced, this reduction may have a material adverse effect on the Company’s business, financial condition, and results of operations. Bankruptcy or other business disruption of a significant customer could adversely affect the Company’s results of operations.
•	The Company uses a single national broker to represent a significant portion of the Company’s branded products to the retail grocery trade and any failure by the broker to effectively represent the Company would adversely affect the Company’s business.
	The Company uses a single national broker to represent a significant portion of branded products to the retail grocery trade. The Company’s business would suffer substantial disruption if this broker were to default in the performance of its obligations to perform brokerage services or if this broker fails to effectively represent the Company to the retail grocery trade.
•	Changes in tax, environmental, or other regulations and laws or failure to comply with existing licensing, trade, and other regulations and laws could have a material adverse effect on the Company’s financial condition.
	The Company’s operations are subject to regulation by the U.S. Departments of Agriculture, Commerce, and Labor, the U.S. Food and Drug Administration, and the U.S. Federal Trade Commission, as well as similar and other authorities of Canada, various state, provincial and local governments, and voluntary regulatory and trade associations.
	The manufacturing, marketing, packaging, labeling, and distribution of food products are each subject to governmental regulation that is increasingly extensive, encompassing such matters as ingredients, advertising, relations with distributors and retailers, health, safety, and the environment. Additionally, the Company is routinely subject to new or modified tax and securities regulations, other laws and regulation, and accounting and reporting standards.
	In the U.S., the Company is required to comply with federal laws, such as the Food, Drug and Cosmetic Act, the Occupational Safety and Health Act, the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, laws governing equal employment opportunity, and various other federal statutes and regulations. The Company is also subject to various state and local statutes and regulations. For instance, the California Safe Drinking Water and Toxic Enforcement Act of 1986 (commonly referred to as “Proposition 65”) requires that a specific warning appear on any product sold in the State of California that contains a substance listed by

11

that state as having been found to cause cancer or birth defects. This law exposes all food and beverage producers to the possibility of having to provide warnings on their products. The detection of even a trace amount of a listed substance can subject an affected product to the requirement of a warning label. Products containing listed substances that occur naturally or that are contributed to such products solely by a municipal water supply are generally exempt from the warning requirement. If the Company is required to add warning labels to any of its products or place warnings in certain locations where its products are sold as a result of Proposition 65, sales of those products could suffer not only in those locations but elsewhere.

	Complying with new regulations and laws, or changes to existing regulations and laws, or their application could increase the Company’s production costs or adversely affect the Company’s sales of certain products. In addition, the Company’s failure or inability to comply with applicable regulations and laws could subject the Company to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions, which could have a material adverse effect on the Company’s business and financial condition.
•	Changes in climate or legal, regulatory or market measures to address climate change may negatively affect the Company’s business and operations.
	While scientific consensus on the existence, potential causes, or likely outcomes of global climate change has not yet been reached, researchers continue to aggressively explore this issue. However, there already exists significant political and scientific concern that emissions of carbon dioxide and other greenhouse gases may alter the composition of the global atmosphere in ways that are affecting and are expected to continue affecting the global climate. The emission of such greenhouse gases may have an adverse impact on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters. In the event that climate change may have a negative effect on agricultural productivity, the Company may be subject to decreased availability or less favorable pricing for certain commodities that are necessary for its products, such as green coffee, peanuts, corn sweeteners, edible oils, sugar, wheat, milk, cocoa, and various fruits and vegetables. The Company may also be subjected to decreased availability or less favorable pricing for water as a result of such change, which could impact its manufacturing and distribution operations. In addition, natural disasters and extreme weather conditions may disrupt the productivity of facilities or the operation of the Company’s supply chain.
	Increasing concern over climate change also may result in more regulatory requirements related to greenhouse gases. Many states have announced or adopted programs to stabilize and reduce greenhouse gas emission, and federal legislation has been proposed in Congress. It is possible that federal legislation limiting greenhouse gas emissions may be imposed in the U.S. in the future. In the event that regulations are enacted and are more rigorous than existing regulations, the Company may experience significant increases in costs of operation and delivery. In particular, increased regulation of utility providers, fuel emissions, or suppliers could substantially increase the Company’s operating, distribution, or supply chain costs. The Company could also face increased costs related to defending and resolving legal claims and other litigation related to climate change and the alleged impact of the Company’s operations on climate change. As a result, climate change could negatively affect the Company’s results of operations, cash flows, or financial position.
•	The results of the Company may be adversely impacted as a result of changes in defined benefit pension and other postretirement plan factors or regulations.
	The Company has defined benefit pension plans covering certain of its U.S. and Canadian employees. In addition to the defined benefit pension plans, the Company sponsors several unfunded, defined postretirement plans. The Company’s obligations and expense associated with these plans are recorded in the Company’s financial statements based on assumptions related to inflation, investment returns, mortality, employee turnover, rate of compensation increases, medical costs, and discount rates. Changes in regulations governing these plans, changes in plan

12

assumptions, and differences between assumed and actual investment returns and interest rates can cause volatility in recorded assets, liabilities, expenses, and future funding requirements.

•	The Company’s operations are subject to the general risks associated with acquisitions.
	The Company’s stated long-term strategy is to own and market leading North American food brands sold in the center of the store. The Company has historically made strategic acquisitions of brands and businesses and intends to do so in the future in support of this strategy. The success of past and future acquisitions depends on the Company’s ability to successfully integrate acquired and existing operations. If the Company is unable to integrate acquisitions successfully, its financial results could suffer. Additional potential risks associated with acquisitions are the diversion of management’s attention from other business concerns, additional debt leverage, the loss of key employees and customers of the acquired business, the assumption of unknown liabilities, disputes with sellers, and the inherent risk associated with the Company entering a line of business in which it has no or limited prior experience.
•	If the Company is unable to protect its information systems against data corruption, cyber-based attacks or network security breaches, the Company’s operations could be disrupted.
	The Company relies on information technology networks and systems, including the Internet, to process, transmit and store electronic information. In particular, the Company depends on its information technology infrastructure for digital marketing activities and electronic communications between Company personnel and its customers and suppliers. Security breaches of this infrastructure can create system disruptions, shutdowns or unauthorized disclosure of confidential information. If the Company is unable to prevent such breaches, its operations could be disrupted, or it may suffer financial damage or loss because of lost or misappropriated information.
•	Disruptions in the financial markets may adversely affect the Company’s ability to access capital in the future.
	The Company may need new or additional financing in the future to conduct its operations, expand its business or refinance existing indebtedness. Disruptions in global financial markets and banking systems may make credit and capital markets more difficult for companies to access, even for some companies with established revolving or other credit facilities. Any sustained weakness in the general economic conditions and/or financial markets in the U.S. or globally could adversely affect the Company’s ability to raise capital on favorable terms or at all. From time to time, the Company has relied, and also may rely in the future, on access to financial markets as a source of liquidity for working capital requirements, acquisitions, and general corporate purposes. The Company’s access to funds under its revolving credit facilities is dependent on the ability of the financial institutions that are parties to those facilities to meet their funding commitments. The obligations of the financial institutions under the Company’s revolving credit facilities are several and not joint and, as a result, a funding default by one or more institutions does not need to be made up by the others. Long-term volatility and disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation of financial institutions, reduced alternatives, or failure of significant financial institutions could adversely affect the Company’s access to the liquidity needed for its businesses in the longer term. Such disruptions could require the Company to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for its business needs can be arranged. Disruptions in the capital and credit markets could result in higher interest rates on publicly issued debt securities and increased costs under credit facilities. Continuation of these disruptions would increase the Company’s interest expense and capital costs and could adversely affect its results of operations and financial position.

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Item 1B. Unresolved Staff Comments.

          None.

Item 2. Properties.

          The table below lists all of the Company’s manufacturing and processing facilities at April 30, 2010. All of the Company’s properties are maintained and updated on a regular basis, and the Company continues to make investments for expansion and technological improvements. The Company believes that existing capacity at these facilities is sufficient to sustain current operations and anticipated near-term growth.

          The Company owns all of the properties listed below, except for the property in West Fargo, North Dakota, and one of the properties in New Orleans, Louisiana,^(A) which are leased. The Company also leases three sales and administrative office in the U.S., and one each in Canada and Mexico. The Company’s corporate headquarters are located in Orrville, Ohio, and the Company’s Canadian headquarters are located in Markham, Ontario.

U.S. Locations	Products Produced/Processed
Chico, California	Fruit and vegetable juices, beverages, and natural food products
Cincinnati, Ohio	Shortening and oils
El Paso, Texas	Canned milk
Grandview, Washington	Fruit
Havre de Grace, Maryland	Fruit and vegetable juices, beverages, and natural food products
Kansas City, Missouri (B)	Coffee
Lexington, Kentucky	Peanut butter
Memphis, Tennessee (B)	Fruit spreads, toppings, syrups
New Bethlehem, Pennsylvania	Peanut butter and combination peanut butter and jelly products
New Orleans, Louisiana (two facilities)	Coffee
Orrville, Ohio	Fruit spreads, toppings, syrups
Oxnard, California	Fruit
Ripon, Wisconsin	Fruit spreads, toppings, syrups, condiments
Scottsville, Kentucky	Frozen sandwiches and ready-to-eat waffles
Seneca, Missouri	Canned milk
Sherman, Texas (B)	Coffee
Toledo, Ohio	Baking mixes, frostings, and flour
West Fargo, North Dakota (C)	Frozen sandwiches and ready-to-eat waffles

Canada Locations	Products Produced/Processed
Delhi Township, Ontario	Pickles
Dunnville, Ontario	Pickles and relish condiments
Sherbrooke, Quebec	Canned milk
Ste. Marie, Quebec (B)	Fruit spreads, sweet spreads, fruit industrial products

(A)	The Company leases the land, but owns the buildings, at one of the New Orleans, Louisiana, facilities.
(B)	Locations currently expected to close as part of the Company’s restructuring plans as described in the Company’s 2010 Annual Report to Shareholders on pages 42 and 43 under “Note C: Restructuring.”
(C)	The West Fargo, North Dakota location ceased production on April 30, 2010.

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Item 3. Legal Proceedings.

          The Company is a defendant in a variety of legal proceedings. Plaintiffs in a few of those cases seek substantial damages. The Company cannot predict with certainty the results of these proceedings. However, the Company believes that the final outcome of these proceedings will not materially affect the Company’s financial results.

Item 4. [Removed and Reserved]

Executive Officers of the Registrant.

          The names, ages as of July 1, 2010, and current 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. Unless otherwise indicated, each individual has served as an executive officer of the Company for more than five years.

		Years with		Served as an
Name	Age	Company	Position	Officer Since
Timothy P. Smucker	66	41	Chairman of the Board and Co-Chief Executive Officer (1)	1973
Richard K. Smucker	62	37	Executive Chairman, President and Co-Chief Executive Officer (2)	1974
Dennis J. Armstrong	55	31	Senior Vice President, Logistics and Operations Support (3)	2007
Mark R. Belgya	49	25	Senior Vice President and Chief Financial Officer (4)	1997
James A. Brown	49	25	Vice President, U.S. Grocery Sales (5)	2009
Vincent C. Byrd	55	33	President, U.S. Retail — Coffee (6)	1988
John W. Denman	53	31	Vice President and Controller (7)	2005
Barry C. Dunaway	47	23	Senior Vice President, Corporate and Organization Development (8)	2001
M. Ann Harlan	50	11	Vice President and General Counsel (9)	2002
Jeannette L. Knudsen	40	7	Vice President, Deputy General Counsel and Corporate Secretary (10)	2009
John F. Mayer	54	30	Vice President, Sales, Grocery Market (11)	2004
Kenneth A. Miller	61	30	Vice President, Alternate Channels (12)	2007
Steven Oakland	49	27	President, U.S. Retail — Smucker’s, Jif and Hungry Jack (13)	1999
Andrew G. Platt	54	27	Vice President, Information Services and Chief Information Officer	2004
Christopher P. Resweber	48	22	Vice President, Marketing Communications (14)	2004
Julia L. Sabin	50	26	Vice President and General Manager, Smucker Natural Foods, Inc. (15)	2007
Mark T. Smucker	40	12	President, Special Markets (16)	2001
Paul Smucker Wagstaff	40	14	President, U.S. Retail — Oils and Baking (17)	2001
Albert W. Yeagley	62	36	Vice President, Industry and Government Affairs (18)	2007

(1)	Mr. Timothy Smucker was elected to his present position in August 2008, having served as Chairman and Co-Chief Executive Officer since February 2001.
(2)	Mr. Richard Smucker was elected to his present position in August 2008, having served as President and Co-Chief Executive Officer since February 2001.

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(3)	Mr. Armstrong was elected to his present position in October 2009, having served as Vice President, Logistics and Operations Support since February 2007. Prior to that time, he served as Director, Corporate Operations since April 2006 and Director, Scottsville Operations since December 2004.
(4)	Mr. Belgya was elected to his present position in October 2009, having served as Vice President and Chief Financial Officer since October 2008. Prior to that time, he served as Vice President, Chief Financial Officer and Treasurer since January 2005.
(5)	Mr. Brown was elected to his present position in April 2009, effective as of June 30, 2009, having served as Director, National Sales, Grocery Market since February 2002.
(6)	Mr. Byrd was elected to his present position in August 2008, having served as Senior Vice President, Consumer Market since February 2004.
(7)	Mr. Denman was elected to his present position in August 2005, having served as Assistant Controller since May 2005. Prior to that time, he served as Chief Financial Officer, Canada since May 2004, and Assistant Controller since June 2001.
(8)	Mr. Dunaway was elected to his present position in August 2008, having served as Vice President, Corporate Development since November 2001.
(9)	Ms. Harlan was elected to her present position in April 2009, having served as Vice President, General Counsel and Secretary since February 2004.
(10)	Ms. Knudsen was elected to her present position in April 2010, having served as Corporate Secretary since April 2009. Prior to that time, she served as Securities and Acquisition Counsel and Assistant Secretary since November 2007 and Corporate Attorney since August 2002.
(11)	Mr. Mayer was elected to his present position in April 2009, effective as of June 30, 2009, having served as Vice President, Customer Development since August 2004. Prior to that time, he served as Director, Customer Development since September 1993.
(12)	Mr. Miller was elected to his present position in February 2007, having served as General Manager, Alternate Channels since September 2005. Prior to that time, he served as Director, Marketing/Sales Alternate Channels since November 2001.
(13)	Mr. Oakland was elected to his present position in August 2008, having served as Vice President and General Manager, Consumer Oils and Baking since November 2001.
(14)	Mr. Resweber was elected to his present position in July 2009, having served as Vice President, Marketing Services since August 2004. Prior to that time, he served as Director, Marketing Services and Consumer Direct since April 2001.
(15)	Ms. Sabin was elected to her present position in February 2009, having served as Vice President and General Manager, Smucker Quality Beverages, Inc. since February 2007. Prior to that time, she served as General Manager, Smucker Quality Beverages, Inc. since February 1998.
(16)	Mr. Mark Smucker was elected to his present position in August 2008, having served as Vice President, International since July 2007. Prior to that time, he served as Vice President, International and Managing Director, Canada since May 2006 and Vice President and Managing Director, Canada since June 2004.
(17)	Mr. Wagstaff was elected to his present position in August 2008, having served as Vice President, Foodservice and Beverage Markets since May 2006. Prior to that time, he served as Vice President and General Manager, Foodservice Market, since November 2001.

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⁽¹⁸⁾ Mr. Yeagley was elected to his present position in January 2009, having served as Vice President, Quality Assurance since February 2007. Prior to that time, he served as Director, Corporate Quality Assurance since July 2001.

17

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

          (a) The information pertaining to the market for the Company’s common shares and other related shareholder information is incorporated herein by reference to the information set forth in the Company’s 2010 Annual Report to Shareholders under the caption “Stock Price Data” on page 16 and the caption “Comparison of Five-Year Cumulative Total Shareholder Return” on page 17.

          (b) Not applicable.

          (c) Issuer Purchases of Equity Securities

Period	(a)		(b)		(c)		(d)
							Maximum number (or
					Total number of		approximate dollar
					shares purchased as		value) of shares
			Average		part of publicly		that may yet be
	Total number		price paid		announced plans or		purchased under the
	of shares purchased		per share		programs		plans or programs
February 1, 2010 - February 28, 2010		—		—		—		3,744,222
March 1, 2010 - March 31, 2010		—		—		—		3,744,222
April 1, 2010 - April 30, 2010		2,228	$	40.48		—		3,744,222
Total		2,228	$	40.48		—		3,744,222

Information set forth in the table above represents activity in the Company’s fourth fiscal quarter.
(a)	Shares in this column include shares repurchased as part of publicly announced plans as well as shares repurchased from stock plan recipients in lieu of cash payments.
(d)	Since August 2004, the Board of Directors has authorized management to repurchase up to 10 million common shares. Share repurchases will occur at management’s discretion with no established expiration date. The Company has repurchased a total of 6,255,778 common shares since November 2004 under the buyback program authorized by the Board of Directors. At April 30, 2010, the Company had remaining authorization to repurchase 3,744,222 common shares under this program. Under the transaction agreement relating to the Folgers merger and related ancillary agreements, the Company may repurchase common shares only under specific conditions. As a result, the Company does not anticipate that it will repurchase shares for a period of at least two years following the closing of the merger on November 6, 2008.

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Item 6. Selected Financial Data.

          Five-year summaries of selected financial data for the Company and discussions of items which materially affect the comparability of the selected financial data are incorporated herein by reference to the information set forth in the Company’s 2010 Annual Report to Shareholders under the following captions and page numbers: “Five-Year Summary of Selected Financial Data” on page 15, “Note A: Accounting Policies” on pages 38 through 41, “Note B: Mergers and Acquisitions” on pages 41 and 42, and “Note C: Restructuring” on pages 42 and 43.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

          Management’s discussion and analysis of financial condition and results of operations, including a discussion of liquidity and capital resources, and critical accounting estimates and policies, is incorporated herein by reference to the information set forth in the Company’s 2010 Annual Report to Shareholders under the caption “Management’s Discussion and Analysis,” on pages 18 through 29.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

          Quantitative and qualitative disclosures about market risk are incorporated herein by reference to the information set forth in the Company’s 2010 Annual Report to Shareholders under the caption “Derivative Financial Instruments and Market Risk” on pages 27 and 28.

Item 8. Financial Statements and Supplementary Data.

          Consolidated financial statements of the Company at April 30, 2010 and 2009, and for each of the years in the three-year period ended April 30, 2010, with the report of independent registered public accounting firm and selected unaudited quarterly financial data, are incorporated herein by reference to the information set forth in the Company’s 2010 Annual Report to Shareholders under the caption “Summary of Quarterly Results of Operations” on page 16 and beginning with “Report of Management on Internal Control Over Financial Reporting” on page 30 through “Note P: Common Shares” on page 63. The related financial statement schedule is filed as part of this Form 10-K on Schedule II.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

          None.

Item 9A. Controls and Procedures.

          Evaluation of Disclosure Controls and Procedures. The Company’s management, including the Company’s principal executive officers and principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act), as of April 30, 2010 (the “Evaluation Date”). Based on that evaluation, the Company’s principal executive officers and principal financial officer have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.

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          Changes in Internal Controls. There were no changes in the Company’s internal controls over financial reporting that occurred during the fourth quarter ended April 30, 2010, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

          Management’s report on internal control over financial reporting and the attestation report of the Company’s independent registered public accounting firm are set forth in the Company’s 2010 Annual Report to Shareholders under the heading “Report of Management on Internal Control Over Financial Reporting” on page 30, and under the heading “Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting” on page 31, which reports are incorporated herein by reference.

Item 9B. Other Information.

          None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

          The information required by this Item as to the directors of the Company, the Audit Committee, the Audit Committee financial expert, and compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the information set forth under the captions “Election of Directors,” “Board and Committee Meetings,” and “Ownership of Common Shares” in the Company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 18, 2010. Information required by Item 10 as to the executive officers of the Company is included in Part I of this Annual Report on Form 10-K as permitted by Instruction 3 to Item 401(b) of Regulation S-K.

          The Board of Directors has adopted a Policy on Ethics and Conduct, last revised April 2005, which applies to the Company’s directors, principal executive officers, principal financial officer, and principal accounting officer. The Board of Directors has adopted charters for each of the Audit, Executive Compensation, and Nominating and Corporate Governance committees and has also adopted Corporate Governance Guidelines. Copies of these documents are available on the Company’s Web site (www.smuckers.com).

Item 11. Executive Compensation.

          The information required by this Item is incorporated by reference to the information set forth under the captions “Executive Compensation,” “Board and Committee Meetings,” and “Compensation Committee Interlocks and Insider Participation” in the Company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 18, 2010.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

          The information required by this Item is incorporated by reference to the information set forth under the captions “Ownership of Common Shares,” and “Equity Compensation Plan Information” in the Company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 18, 2010.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

          The information required by this Item is incorporated by reference to the information set forth under the caption “Related Party Transactions” in the Company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 18, 2010.

Item 14. Principal Accountant Fees and Services.

          The information required by this Item is incorporated by reference to the information set forth under the captions “Service Fees Paid to the Independent Registered Public Accounting Firm,” and “Audit Committee Pre-approval Policies and Procedures” in the Company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 18, 2010.

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PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)(1)	Financial Statements
	See the Index to Financial Statements and Financial Statement Schedule, which is included on page F-1 of this Report.
(a)(2)	Financial Statement Schedule
	The following financial statement schedule, located at page F-2 of this Report, is included in Part II, Item 8 of this Report: Schedule II — Valuation and Qualifying Accounts.
(a)(3)	Exhibits
	See the Index of Exhibits at page number 24 of this Report.

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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 24, 2010	The J. M. Smucker Company
	/s/ Mark R. Belgya
	By:	Mark R. Belgya
		Senior Vice President and Chief Financial Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

* Timothy P. Smucker	Chairman of the Board and Co-Chief Executive Officer, and Director (Principal Executive Officer)	June 24, 2010
* Richard K. Smucker	Executive Chairman, President and Co-Chief Executive Officer, and Director (Principal Executive Officer)	June 24, 2010
/s/ Mark R. Belgya Mark R. Belgya	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	June 24, 2010
* John W. Denman	Vice President and Controller (Principal Accounting Officer)	June 24, 2010
* Vincent C. Byrd	Director	June 24, 2010
* R. Douglas Cowan	Director	June 24, 2010
* Kathryn W. Dindo	Director	June 24, 2010
* Paul J. Dolan	Director	June 24, 2010
* Nancy Lopez Knight	Director	June 24, 2010
* Elizabeth Valk Long	Director	June 24, 2010
* Gary A. Oatey	Director	June 24, 2010
* Mark T. Smucker	Director	June 24, 2010
* Alex Shumate	Director	June 24, 2010
* William H. Steinbrink	Director	June 24, 2010
* Paul Smucker Wagstaff	Director	June 24, 2010

* The undersigned, by signing her name hereto, does sign and execute this report pursuant to the powers of attorney executed by the above-named officers and directors of the registrant, which are being filed herewith with the Securities and Exchange Commission on behalf of such officers and directors.

Date: June 24, 2010	/s/ Jeannette L. Knudsen
	By:	Jeannette L. Knudsen
		Attorney-in-Fact

23

INDEX OF EXHIBITS

Exhibit
No.	Description
2.1	Asset Purchase Agreement, dated July 19, 2006, by and between Horizon Milling G.P., as Purchaser, and Smucker Foods of Canada Co., as Seller, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2006 (Commission File 001-5111).
2.2	Agreement and Plan of Merger, dated March 31, 2007, by and among The J. M. Smucker Company, EF Acquisition Company, Eagle Family Foods Holdings, Inc., and Craig Steinke, as Stockholders’ Representative, incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2007 (Commission File 001-5111).
2.3	Transaction Agreement, dated June 4, 2008, by and among The Procter & Gamble Company, The Folgers Coffee Company, The J. M. Smucker Company, and Moon Merger Sub, Inc. incorporated herein by reference to the Company’s Current Report on Form 8-K filed on June 5, 2008 (Commission File 001-5111).
2.4	Separation Agreement, dated June 4, 2008, by and among The Procter & Gamble Company, The Folgers Coffee Company, and The J. M. Smucker Company incorporated herein by reference to the Company’s Current Report on Form 8-K filed on June 5, 2008 (Commission File 001-5111).
3.1	Amended Articles of Incorporation incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).
3.2	Amended Regulations incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2000 (Commission File 001-5111).
4	Rights Agreement, dated as of May 20, 2009, by and between The J. M. Smucker Company and Computershare Trust Company, N.A., incorporated herein by reference to the Company’s Registration Statement on Form 8-A filed on May 21, 2009 (Commission File 001-5111).
10.1	1987 Stock Option Plan incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 1994 (Commission File No. 001-5111). *
10.2	Management Incentive Plan incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 1996 (Commission File No. 001-5111). *
10.3	Nonemployee Director Stock Plan dated January 1, 1997 incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 1997 (Commission File No. 001-5111). *
10.4	1998 Equity and Performance Incentive Plan (as amended and restated effective as of June 6, 2005) incorporated herein by reference to the Company’s Current Report on Form 8-K filed on June 9, 2005 (Commission File No. 001-5111). *
10.5	Form of Restricted Shares Agreement incorporated herein by reference to the Company’s Current Report on Form 8-K filed on June 9, 2005 (Commission File No. 001-5111). *
10.6	Form of Deferred Shares Agreement incorporated herein by reference to the Company’s Current Report on Form 8-K filed on June 9, 2005 (Commission File No. 001-5111). *

24

INDEX OF EXHIBITS

Exhibit
No.	Description
10.7	Top Management Supplemental Retirement Benefit Plan (Amended and Restated Effective January 1, 2007) incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2009 (Commission File No. 001-5111). *
10.8	Consulting and Noncompete Agreements of Timothy P. Smucker incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2009 (Commission File 001-5111). *
10.9	Consulting and Noncompete Agreements of Richard K. Smucker incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2009 (Commission File 001-5111). *
10.10	Voluntary Deferred Compensation Plan (Amended and Restated Effective January 1, 2005) incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2009 (Commission File 001-5111). *
10.11	Amended and Restated 1997 Stock-Based Incentive Plan incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2005 (Commission File 001-5111). *
10.12	Amended and Restated Nonemployee Director Stock Option Plan, effective August 19, 2005, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on August 24, 2005 (Commission File No. 001-5111). *
10.13	The J. M. Smucker Company 2006 Equity Compensation Plan, effective August 17, 2006, incorporated herein by reference to the Company’s Current Report on Form 8-K filed on August 21, 2006 (Commission File 001-5111). *
10.14	Form of Restricted Stock Agreement incorporated herein by reference to the Company’s Current Report on Form 8-K filed on April 20, 2007 (Commission File No. 001-5111). *
10.15	Form of Deferred Stock Units Agreement incorporated herein by reference to the Company’s Current Report on Form 8-K filed on April 20, 2007 (Commission File No. 001-5111). *
10.16	Form of Special One-Time Grant Deferred Stock Units Agreement incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2009 (Commission File No. 001-5111). *
10.17	Form of Special One-Time Grant Restricted Stock Agreement incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2009 (Commission File No. 001-5111). *
10.18	The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan (Amended and Restated Effective January 1, 2007) incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2009 (Commission File 001-5111). *
10.19	Second Amendment to Defined Contribution Supplemental Executive Retirement Plan, effective May 1, 2008, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2009 (Commission File 001-5111). *

25

INDEX OF EXHIBITS

Exhibit
No.	Description
10.20	Consulting Agreement, dated July 7, 2009, by and among The J. M. Smucker Company and Donald D. Hurrle, Sr. incorporated herein by reference to the Company’s Current Report on Form 8-K filed on July 8, 2009 (Commission File 001-5111). *
10.21	Amended and Restated Asset Purchase and Sale Agreement, dated as of October 24, 2001, by and among General Mills, Inc., The Pillsbury Company, and International Multifoods Corporation incorporated herein by reference to International Multifoods Corporation Current Report on Form 8-K dated November 13, 2001 (Commission File No. 001-6699).
10.22	Retail Trademark License Agreement, dated November 13, 2001, between The Pillsbury Company and International Multifoods Corporation incorporated herein by reference to International Multifoods Corporation Quarterly Report on Form 10-Q for the quarter ended December 1, 2001 (Commission File No. 001-6699).
10.23	Amendment to Retail Trademark License Agreement, dated December 23, 2002, between The Pillsbury Company and International Multifoods Corporation incorporated herein by reference to International Multifoods Corporation Annual Report on Form 10-K for the year ended March 1, 2003 (Commission File No. 001-6699).
10.24	Closing Agreement, dated as of November 13, 2001, by and among General Mills, Inc., The Pillsbury Company, and International Multifoods Corporation, incorporated herein by reference to International Multifoods Corporation Current Report on Form 8-K dated November 13, 2001 (Commission File No. 001-6699).
10.25	Omnibus Amendment Agreement, dated as of January 16, 2003, by and among General Mills, Inc., The Pillsbury Company, International Multifoods Corporation, and Sebesta Blomberg & Associates, Inc. incorporated herein by reference to International Multifoods Corporation Current Report on Form 8-K dated January 27, 2003 (Commission File No. 001-6699).
10.26	Note Purchase Agreement, dated as of June 16, 1999, by and among The J. M. Smucker Company and each of the Purchasers signatory thereto, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 1999 (Commission File No. 001-5111).
10.27	First Amendment, dated as of November 30, 2001, to Note Purchase Agreements, each dated as of June 16, 1999, incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2004 (Commission File 001-5111).
10.28	Second Amendment, dated May 27, 2004, to Note Purchase Agreements, each dated as of June 16, 1999, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2007 (Commission File 001-5111).
10.29	Third Amendment, dated May 31, 2007, to Note Purchase Agreements, each dated as of June 16, 1999, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2007 (Commission File 001-5111).
10.30	Fourth Amendment, dated October 23, 2008, to Note Purchase Agreements, each dated as of June 16, 1999, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).

26

INDEX OF EXHIBITS

Exhibit
No.	Description
10.31	Fifth Amendment, dated November 6, 2008, to Note Purchase Agreements, each dated as of June 16, 1999, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).
10.32	Note Purchase Agreement, dated as of August 23, 2000, by and among The J. M. Smucker Company and each of the Purchasers signatory thereto, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2000 (Commission File 001-5111).
10.33	First Amendment, dated as of November 30, 2001, to Note Purchase Agreements, each dated as of August 23, 2000, incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2004 (Commission File 001-5111).
10.34	Second Amendment, dated May 27, 2004, to Note Purchase Agreements, each dated as of August 23, 2000, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2007 (Commission File 001-5111).
10.35	Third Amendment, dated May 31, 2007, to Note Purchase Agreements, each dated as of August 23, 2000, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2007 (Commission File 001-5111).
10.36	Fourth Amendment, dated October 23, 2008, to Note Purchase Agreements, each dated as of August 23, 2000, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).
10.37	Fifth Amendment, dated November 6, 2008, to Note Purchase Agreements, each dated as of August 23, 2000, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).
10.38	Note Purchase Agreement, dated as of May 27, 2004, by and among The J. M. Smucker Company and each of the Purchasers signatory thereto incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2004 (Commission File 001-5111).
10.39	First Amendment, dated May 31, 2007, to Note Purchase Agreement, dated as of May 27, 2004, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2007 (Commission File 001-5111).
10.40	Second Amendment, dated October 23, 2008, to Note Purchase Agreements, each dated as of May 27, 2004, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).
10.41	Third Amendment, dated November 6, 2008, to Note Purchase Agreements, each dated as of May 27, 2004, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).

27

INDEX OF EXHIBITS

Exhibit
No.	Description
10.42	Credit Agreement, dated as of June 18, 2004, by and among The J. M. Smucker Company, as U.S. Borrower, J.M. Smucker (Canada) Inc., as Canadian Borrower, the lenders named therein, as lenders, KeyBank National Association, as Lead Arranger and Administrative Agent, and Bank of Montreal, as Canadian Funding Agent and Document Agent incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2004 (Commission File 001-5111).
10.43	First Amendment, dated as of January 31, 2006, to Credit Agreement, dated as of June 18, 2004, by and among The J. M. Smucker Company, as U.S. Borrower, Smucker Foods of Canada Co., as Canadian Borrower, the lenders named therein, as lenders, KeyBank National Association, as lead Arranger and Administrative Agent, and Bank of Montreal, as Canadian Funding Agent and Syndication Agent incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2006 (Commission File 001-5111).
10.44	Second Amendment, dated as of April 25, 2007, to Credit Agreement, dated as of June 18, 2004, by and among The J. M. Smucker Company, as Borrower, Smucker Foods of Canada Co., as Canadian Borrower, the lenders named therein, as lenders, KeyBank National Association, as lead Arranger and Administrative Agent, and Bank of Montreal, as Canadian Funding Agent and Syndication Agent incorporated herein by reference to the Company’s Current Report on Form 8-K filed April 30, 2007 (Commission File 001-5111).
10.45	Third Amendment, dated as of May 31, 2007, to Credit Agreement, dated as of June 18, 2004, by and among The J. M. Smucker Company, as Borrower, Smucker Foods of Canada Co., as Canadian Borrower, the lenders named therein, as lenders, KeyBank National Association, as lead Arranger and Administrative Agent, and Bank of Montreal, as Canadian Funding Agent and Syndication Agent, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2007 (Commission File 001-5111).
10.46	Fourth Amendment, dated as of October 23, 2008, to Credit Agreement, dated as of June 18, 2004, by and among The J. M. Smucker Company, as Borrower, Smucker Foods of Canada Co., as Canadian Borrower, the lenders named therein, as lenders, KeyBank National Association, as lead Arranger and Administrative Agent, and Bank of Montreal, as Canadian Funding Agent and Syndication Agent, incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2009 (Commission File 001-5111).
10.47	Note Purchase Agreement, dated as of May 31, 2007, by and among The J. M. Smucker Company and each of the Purchasers signatory thereto, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2007 (Commission File 001-5111).
10.48	First Amendment, dated October 23, 2008, to Note Purchase Agreements, each dated as of May 31, 2007, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).
10.49	Second Amendment, dated November 6, 2008, to Note Purchase Agreements, each dated as of May 31, 2007, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).
10.50	Note Purchase Agreement, dated as of October 23, 2008, by and among The J. M. Smucker Company and each of the Purchasers signatory thereto, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).

28

INDEX OF EXHIBITS

Exhibit
No.	Description
10.51	First Amendment, dated November 6, 2008, to Note Purchase Agreements, each dated as of October 23, 2008, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).
10.52	Fiscal Agency Agreement, dated as of December 17, 2001, among International Multifoods Corporation, as Issuer, Diageo plc, as Guarantor, JP Morgan Chase Bank, as Fiscal Agent and Principal Paying Agent, and J.P. Morgan Bank Luxembourg S.A., as Paying Agent incorporated herein by reference to International Multifoods Corporation Quarterly Report on Form 10-Q for the quarter ended December 1, 2001 (Commission File No. 001-6699).
10.53	Credit Agreement, dated October 31, 2008, by and among The Folgers Coffee Company as Borrower, the lenders named therein, as lenders, Bank of Montreal as Administrative Agent, and Bank of America, N.A. as Syndication Agent incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).
10.54	Amendment No. 1, dated November 6, 2008, to Credit Agreement, dated as of October 31, 2008 incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).
10.55	Guaranty, dated November 6, 2008, furnished by The J. M. Smucker Company and J.M. Smucker LLC for the benefit of the Guaranteed Parties defined therein incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).
10.56	Guaranty Agreement, dated November 6, 2008, by The Folgers Coffee Company in favor of the Noteholders defined therein, relating to the guaranty of the obligations of The J. M. Smucker Company under or in respect of the Note Purchase Agreement, dated as of June 16, 1999, as amended incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).
10.57	Guaranty Agreement, dated November 6, 2008, by The Folgers Coffee Company in favor of the Noteholders defined therein, relating to the guaranty of the obligations of The J. M. Smucker Company under or in respect of the Note Purchase Agreement, dated as of August 23, 2000, as amended incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).
10.58	Guaranty Agreement, dated November 6, 2008, by The Folgers Coffee Company in favor of the Noteholders defined therein, relating to the guaranty of the obligations of The J. M. Smucker Company under or in respect of the Note Purchase Agreement, dated as of May 27, 2004, as amended incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).
10.59	Guaranty Agreement, dated November 6, 2008, by The Folgers Coffee Company in favor of the Noteholders defined therein, relating to the guaranty of the obligations of The J. M. Smucker Company under or in respect of the Note Purchase Agreement, dated as of May 31, 2007, as amended incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).

29

INDEX OF EXHIBITS

Exhibit
No.	Description
10.60	Guaranty Agreement, dated November 6, 2008, by The Folgers Coffee Company in favor of the Noteholders defined therein, relating to the guaranty of the obligations of The J. M. Smucker Company under or in respect of the Note Purchase Agreement, dated as of October 23, 2008, as amended incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).
10.61	Credit Agreement, dated October 29, 2009, by and among The J. M. Smucker Company, Smucker Foods of Canada, the Lenders, the Agent, the Syndication Agent and the Documentation Agents incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2009 (Commission File 001-5111).
10.62	Stock Purchase Agreement, dated as of July 29, 2002, between International Multifoods Corporation and Wellspring Distribution Corp. incorporated herein by reference to International Multifoods Corporation Current Report on Form 8-K dated July 30, 2002 (Commission File No. 001-6699).
10.63	Share Sale Agreement related to shares in HJF Acquisition Corporation, dated as of May 12, 2004, between The J. M. Smucker Company and SPC Ardmona Limited incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2004 (Commission File 001-5111).
10.64	Deed of Variation to Share Sale Agreement related to shares in HJF Acquisition Corporation, dated as of June 16, 2004, between The J. M. Smucker Company and SPC Ardmona Limited incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2004 (Commission File 001-5111).
10.65	Purchase Agreement, dated January 13, 2005, by and among International Multifoods Corporation, Multifoods Brands, Inc., Fantasia Confections, Inc., Robin Hood Multifoods Corporation, The J. M. Smucker Company, Value Creation Partners, Inc., Best Brands Corp., and IMCB Corp. incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2005 (Commission File 001-5111).
10.66	Letter Agreement, dated January 24, 2005, and Amendment to Purchase Agreement, dated February 18, 2005, by and among International Multifoods Corporation, Multifoods Brands, Inc., Fantasia Confections, Inc., Smucker Foods of Canada Co. (formerly known as Robin Hood Multifoods Corporation), The J. M. Smucker Company, Value Creation Partners, Inc., Best Brands Corp., and IMCB Corp. incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended April 30, 2005 (Commission File 001-5111).
10.67	Transition Services Agreement between The Procter & Gamble Company and The Folgers Coffee Company, dated November 6, 2008 incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).
10.68	Tax Matters Agreement between The Procter & Gamble Company, The Folgers Coffee Company, and The J. M. Smucker Company, dated November 6, 2008 incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).
10.69	Intellectual Property Matters Agreement between The Procter & Gamble Company and The Folgers Coffee Company, dated November 6, 2008 incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008 (Commission File 001-5111).

30

INDEX OF EXHIBITS

Exhibit
No.	Description
13	Excerpts from 2010 Annual Report to Shareholders. Such Annual Report, except those portions thereof that are expressly incorporated herein by reference, is furnished for the information of the Commission only and is not deemed to be filed as part of this Annual Report on Form 10-K.
21	Subsidiaries of the Registrant
23	Consent of Independent Registered Public Accounting Firm
24	Powers of Attorney
31.1	Certifications of Timothy P. Smucker pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act
31.2	Certifications of Richard K. Smucker pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act
31.3	Certifications of Mark R. Belgya pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

* Management contract or compensatory plan or arrangement.

31

THE J. M. SMUCKER COMPANY

ANNUAL REPORT ON FORM 10-K

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

	Form 10-K	Annual Report to
	Report	Shareholders
Data incorporated by reference to the 2010 Annual Report to Shareholders of The J. M. Smucker Company:
Report of Management on Internal Control Over Financial Reporting			30
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting			31
Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements			32
Consolidated Balance Sheets at April 30, 2010 and 2009			34 - 35
For the years ended April 30, 2010, 2009, and 2008:
Statements of Consolidated Income			33
Statements of Consolidated Cash Flows			36
Statements of Consolidated Shareholders’ Equity			37
Notes to Consolidated Financial Statements			38 - 63
Consolidated financial statement schedule at April 30, 2010, or for the years ended April 30, 2010, 2009, and 2008:
II. Valuation and qualifying accounts	F-2

All other schedules are omitted because they are not applicable or because the information required is included in the Consolidated Financial Statements or the notes thereto.

F-1

THE J. M. SMUCKER COMPANY

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

YEARS ENDED APRIL 30, 2010, 2009, and 2008

(Dollars in Thousands)

	Balance at		Charged to			Charged to
Classification	Beginning of Year		Costs and Expenses			Other Accounts		Deductions(A)		Balance at End of Year
2010
Valuation allowance for deferred tax assets	$	9,026	$	(5,556	)	$	0	$	0	$	3,470
Allowance for doubtful accounts		2,001		19			0		499		1,521
	$	11,027	$	(5,537	)	$	0	$	499	$	4,991
2009
Valuation allowance for deferred tax assets	$	9,890	$	(864	)	$	0	$	0	$	9,026
Allowance for doubtful accounts		911		1,190			0		100		2,001
	$	10,801	$	326		$	0	$	100	$	11,027
2008
Valuation allowance for deferred tax assets	$	16,626	$	(6,736	)	$	0	$	0	$	9,890
Allowance for doubtful accounts		821		233			0		143		911
	$	17,447	$	(6,503	)	$	0	$	143	$	10,801

^(A) Uncollectible accounts written off, net of recoveries.

F-2

EX-13

The J. M. Smucker Company 2010 Annual Report

Financial Highlights
The J.M. Smucker Company

	Year Ended April 30,
(Dollars in thousands, except per share data)	2010		2009
Net sales	$	4,605,289	$	3,757,933
Net income and net income per common share:
Net income	$	494,138	$	265,953
Net income per common share — assuming dilution	$	4.15	$	3.11
Income and income per common share before restructuring and merger and integration costs: (1)
Income	$	520,782	$	321,617
Income per common share — assuming dilution	$	4.37	$	3.76
Common shares outstanding at year end		119,119,152		118,422,123
Number of employees		4,850		4,700
(1) Reconciliation to net income:
Income before income taxes	$	730,753	$	396,065
Merger and integration costs		33,692		72,666
Cost of products sold — restructuring		3,870		—
Other restructuring costs		1,841		10,229
Income before income taxes, restructuring, and merger and integration costs	$	770,156	$	478,960
Income taxes		249,374		157,343
Income before restructuring and merger and integration costs	$	520,782	$	321,617

On Our Cover

“A Memorable Meal” ^© 2010 Willa Aylaian A native Californian and mother of five, Willa Aylaian’s artwork typically features cottages, coastal ocean scenes, and children on the beach. Her paintings are known for being bright and filled with whimsy and delight. This year our Annual Report cover captures the joy of the family meal.

Contents

Our Culture	1
Letter to Shareholders	2
Business Overview	4
Our Commitment to Sustainability	12
Recipes	13
Five-Year Summary of Selected Financial Data	15
Summary of Quarterly Results of Operations	16
Stock Price Data	16
Comparison of Five-Year Cumulative Total Shareholder Return	17
Management’s Discussion and Analysis	18
Report of Management on Internal Control Over Financial Reporting	30
Report of Management on Responsibility for Financial Reporting	30
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting	31
Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements	32
Consolidated Financial Statements	33
Notes to Consolidated Financial Statements	38
Directors and Officers	64
Properties	64
Corporate and Shareholder Information	65

Why We Are, Who We Are ...Our Culture A culture of dotting the i’s and crossing the Of doing the right things and doing things right culture of growth — individual and as a company. It’s who we are. It’s because of who we are. It’s a result of living our Basic Beliefs... Our Commitment to Each Other. To our consumers and to our customers. As we look to the future of unlimited possibilities, we recognize the principles that are instrumental to our success... A culture deeply rooted in our Basic Beliefs... Guideposts for decisions at every level... Why we are who we are. A culture that encourages commitment to each other... Clear communication and collaboration... Vision... A culture of appreciation. A family-sense of sharing in a job well done... Where every person makes a difference.

Dear Shareholders and Friends:

We are pleased to share with you that fiscal 2010 was another record year for The J.M. Smucker Company as we continued to focus on Our Purpose of bringing families together to share memorable meals and moments. Our results demonstrate that when our employees focus on a shared purpose and implementing a clear strategy, strong financial performance follows:

• Sales were $4.6 billion, up 23 percent over last year.

• Net income per share was $4.15, up from $3.11 last year, a 33 percent increase.

• Cash flow from operations exceeded $713 million, up 60 percent over last year.

     Strong cash flows provide us with a number of opportunities to create additional shareholder value in the future. These opportunities include future growth through acquisitions, dividend payments, share repurchase programs, and capital investments. In fact, we recently announced a 14 percent increase in our quarterly dividend.

     Several key strategic accomplishments over the past year have contributed to our strong momentum and outstanding Company results:

•	Achieved market share growth across a number of our core categories.
•	Successfully completed the remaining activities associated with integrating the Folgers coffee business with our broader portfolio of brands and Company infrastructure.
•	Realized the first full year of synergies associated with managing the Folgers coffee business as part of The J.M. Smucker Company.
•	Grew Dunkin’ Donuts coffee in retail volume, which represented the fastest growing brand in our Company portfolio.
•	Delivered significant sales, profits, and cash flow from the coffee business.
•	Strengthened core brand equities across our entire portfolio of brands through an unprecedented level of investment in print, digital, and television advertising.
•	Leveraged the power of our diverse categories and products through multi-brand promotional events that invited consumers to include even more of our products as part of their family meals.
•	Introduced new, better-for-you product alternatives, including but not limited to Pillsbury sugar-free cake mixes, brownies, and frostings — the first sugar-free alternatives in the dessert baking mix category — offering consumers even more ways to enjoy our brands.
•	Continued our strong commitment to sustainability so that we can create a better tomorrow through economic, environmental, and social programs.
•	Enjoyed and preserved the unique Company culture that makes Smucker a great place to work.
	We were proud that our Company was once again recognized by FORTUNE magazine’s “100 Best Companies to Work For.” This recognition is a testament to our employees. We thank them for their continued passion and dedication to our business.

Long-Term Perspective

Achieving solid financial results and growing our business were important objectives that we were proud to deliver this past fiscal year. However, we believe that an even more important measure of success is providing strong results and value to our constituents — consumers, customers, employees, suppliers, communities, and shareholders — over the long term.

     A commitment to continuous improvement is essential to ensuring our ongoing success. Our employees are committed to continuously improving our brands, products, business processes, operational practices, and cost structure.

     Most significantly, we announced this past year the strategic decision to invest in the long-term strength and profitability of our coffee and fruit spreads businesses with the largest capital investment in our Company’s history. This multi-project initiative will help achieve our long-term financial objectives, better allocate capacity and assets across the supply chain, and strengthen our category leadership positions. This decision, while right for the ongoing strength of the businesses, was a difficult one because of the impact on many of our employees as a result of the planned closing of four manufacturing facilities.

     Looking to the future, we will continue to strengthen our work environment and unique culture. Over the next few years, we will make significant investments at our

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corporate headquarters location in Orrville, Ohio, to support recent and future growth. We will open a new office building, expand an existing building that will add to our research and development capabilities, and build a state-of-the-art manufacturing facility.

     Our culture, emphasis on growth, and focus on continuous improvement have long contributed to our success. These investments are only the most recent examples of our commitment to these areas.

Our Purpose

During fiscal 2010, we extended Our Purpose of bringing families together to share memorable meals and moments to more consumers than ever before. We continue to believe in the far-reaching benefits of family mealtime. Families that eat together are stronger, smarter, healthier, and happier.

     To best fulfill Our Purpose and deliver sustained results we are guided by our strategic vision to own and market North American food brands that hold the #1 market position in their respective category. We remain confident in this North American focused strategy and will also continue to embrace a global perspective.

     Having the right strategic focus is essential, but how we work to fulfill our strategy is what makes The J.M. Smucker Company unique. Our Basic Beliefs — Quality, People, Ethics, Growth, and Independence — are the guideposts for everything we do. They are the fabric of our culture and have enabled us to build trust with our constituents for generations. That trust is the confidence that constituents place in our Company, our brands, and our products. We do not take this trust for granted and work to maintain it every day — one product at a time.

     We thank you for your investment in The J.M. Smucker Company and look forward to our continued partnership.

	Sincerely,
Tim Smucker		Richard Smucker

Our Purpose is to bring families together to share memorable meals and moments. At Smucker, we have always measured success by more than financial performance and are honored that our brands play a role in helping family and friends enjoy these cherished mealtime moments.

3

Business Overview U.S. Retail Coffee Market Folgers • Dunkin’ Donuts • Millstone

Sales and profits within our U.S. Retail Coffee Market segment grew by 99 percent and 129 percent, respectively, in fiscal 2010.

     We are the clear market leader in the coffee category and the momentum of the business is strong. Since the close of the Folgers transaction in November 2008, we have realized the first full year of synergies, completed all of the integration milestones, and fully integrated the business into the Company. Our results from Folgers and Dunkin’ Donuts coffee exceeded the expectations we had for the business at the time of the acquisition.

     In fiscal 2010, we produced 11 new television commercials to support the coffee business and made a significant marketing investment in its brands. Consistent with our strategic rationale for the acquisition, Folgers coffee has created scale and fueled growth across our entire portfolio of brands as we have capitalized on multi-brand marketing and merchandising opportunities.

     Folgers core products continue to be a popular choice across the U.S. as families brew and enjoy more coffee at home. Consumers believe The Best Part of Wakin’ Up starts with a freshly brewed, hot cup of Folgers coffee. That’s why we continue to focus our investments and efforts on growing Folgers core products and ensuring the right marketing mix, distribution, and packaging. We also continue to strengthen our Folgers brand equity through our new television advertising, promotions, digital, and in-store marketing initiatives.

     Dunkin’ Donuts coffee is the fastest growing brand in the Company’s portfolio. More and more consumers are turning toward Dunkin’ Donuts coffee — including our bold tasting Dunkin’ Turbo variety — which was successfully launched this past year and will continue to build our presence and support our success in the growing gourmet category.

     We also entered into a manufacturing and distribution agreement with Green Mountain Coffee Roasters, Inc. The agreement will enable consumers to enjoy our Folgers Gourmet Selections and

Frozen Caramel Coffee (recipe on page 13)

4

Millstone brands in single-serve K-Cup^® portion packs for use in the fastest growing single-serve brewing system — the Keurig^® Single Cup Brewer.

     As the leader in the at-home coffee category, our goal is to participate in all segments of the business. Although the single-serve segment represents less than five percent of the total at-home coffee category in the United States, it is the fastest growing segment in the category. Our agreement with Green Mountain allows us to sell the Folgers Gourmet Selections and Millstone K-Cup^® portion packs to consumers in the U.S. and Canada through the grocery, mass retailer, drug store, and club channels.

     Reflecting the importance of coffee within our portfolio, in 2010 we made the strategic decision to invest $70 million and consolidate coffee production in New Orleans by the summer of 2012. This consolidation will significantly streamline the coffee supply chain, increase our asset utilization, and better position our operations for future expansion.

5

U.S. Retail Consumer Market Smucker’s • Jif • Hungry Jack

Sales and profits within our U.S. Retail Consumer Market segment grew by two percent and 10 percent, respectively, in fiscal 2010.

Fruit Spreads and Peanut Butter

It’s the simple things in life that often provide us with the greatest value, comfort, and pleasure. For generations, families have had to look no further than a peanut butter and jelly sandwich. Whether part of a nutritious lunch, as a snack between meals, or as a healthy alternative at any other time of the day — consumers have included our trusted jams, jellies, preserves, and peanut butter as a part of their sandwiches for years.

     We continued our growth in the fruit spreads category and strengthened our #1 position. Consumers continue to have a wide array of choices — including organic and sugar-free alternatives — under our Smucker’s, Dickinson’s, and Knott’s Berry Farm brands. We also expanded our Orchard’s Finest premium preserve offerings this past year with the introduction of Fall Harvest Cinnamon Apple and Coastal Valley Peach Apricot.

     During fiscal 2010, we committed to making a $150 million investment over the next three years to support the fruit spreads business and maintain our leadership position. This initiative will include investing in new equipment and technology in Ripon, Wisconsin, and building a state-of-the-art manufacturing plant in Orrville, Ohio. This investment will ensure our superior product quality, support future growth, and provide operational flexibility to meet the needs of our consumer and foodservice businesses in the U.S. and Canada.

     Jif remains the #1 brand in the peanut butter category as we increased our share of market. We further strengthened this position this past year through advertising, public relations, and digital communications. Whether through our 8th Annual Jif Most Creative Peanut Butter Sandwich Contest or our Jif To Go online contest, we are reaching more consumers than ever before and strengthening the Jif brand equity.

     Consumers are responding well to Jif Natural and our re-packaged Jif To Go individual servings of peanut butter. And while many consumers enjoy traditional Jif Creamy peanut butter, they now have more options to choose from, including Jif Omega-3 and Reduced Fat Jif To Go.

Turkey Salad with Orange Peanut Dressing (recipe on page 13)

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Toppings What better way to “top off” a celebration or to end a meal than with Smucker’s ice cream toppings. Consumers have over 35 different flavor offerings to choose from to satisfy everyone’s cravings. New products in fiscal 2010 included Magic Shell Orange Crème, Special Recipe Milk Chocolate, and Black Cherry toppings.

Potatoes, Pancakes, and Syrup To leverage our strengths in breakfast and to simplify our portfolio, we made the strategic decision this past year to divest the Hungry Jack potato business. We remain committed to Hungry Jack pancake mixes and syrups — key products in our breakfast portfolio.

     Through a variety of new products, including Hungry Jack Easy Pack Wheat Blends and Blueberry Wheat pancakes, consumers have even more alternatives when they prepare a healthy breakfast for their family. Consumers can also enjoy the convenience of a new, no drip cap when pouring Hungry Jack syrup on their pancakes.

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U.S. Retail Oils and Baking Market Crisco • Pillsbury • Eagle Brand • Martha White • White Lily • PET • Magnolia

Sales within our U.S. Retail Oils and Baking Market segment declined by nine percent primarily related to price declines. Profits grew 15 percent in fiscal 2010.

     Crisco continues to be an iconic brand enjoyed by consumers across the U.S. Crisco products often bring back memories of cooking and baking with family for generations. The products also remain relevant to today’s consumer. The April 2010 edition of Cook’s Illustrated magazine recommended Crisco Natural Blend Oil as the top-ranking cooking oil and also recommended our vegetable, canola, and corn oils.

     Over the last several years we began contemporizing the brand, including introducing olive oils, to expand the Crisco consumer base. This past year we refreshed the Crisco packaging to reflect a more contemporary look and feel while leveraging the equity of the blue, red, and white colors.

     It’s in the baking aisle where consumers often look for fun and exciting products that they can include as part of their everyday meals and special occasions. In fiscal 2010, we aired our first national television advertising for Pillsbury, which generated positive responses from consumers. As we look toward the upcoming fiscal year, consumers will find even more Pillsbury cookies, brownies, cakes, and frostings to choose from —

Double Chocolate Peanut Butter Supreme (recipe on page 13)

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including sugar-free alternatives. We are continuing our progress toward solidifying the #2 market position in the baking category as we work toward our long-term vision of being #1.

     Martha White has been making family traditions easy since 1899 and continues its long-standing brand history and loyalty across the South. These convenient baking mixes are “made in minutes and gone in seconds” and are now expanding into the western region of the United States.

9

Our Special Markets business segment grew sales and profits by nine percent and 33 percent, respectively, versus fiscal 2009. The businesses that contributed to this success include Canada, foodservice, natural foods, and international.

Canada Our broad portfolio of brands in Canada drove an increase in sales in fiscal 2010. A significant portion of this growth came from Folgers coffee — as this business was successfully integrated into our Canadian portfolio. As part of this integration, we expanded our distribution, launched new advertising, and introduced Folgers Black Silk coffee into the Canadian marketplace.

     We also realized strong results from our other brands in Canada including Smucker’s fruit spreads and toppings, Double Fruit fruit spreads, and Robin Hood flour and baking mixes. We look to build on this success in fiscal 2011 by expanding our retail distribution and introducing new advertising for both Smucker’s and Double Fruit to build on the emotional bond between our brands and consumers.

     Canadian consumers continue to enjoy Bick’s pickles and condiments with their meals. They can now add Bick’s 50% Less Salt Baby Dills Garlic — the first low-sodium branded pickle in the category — to their pantries and kitchen tables.

     We also introduced new advertising and promotions to support Europe’s Best premium frozen fruits and vegetables. Consumers can now include Europe’s Best Sun Ripe Harvest Peaches in their freezers, a premium blend of select orchard peaches that are picked and frozen at their peak of ripeness to preserve nutrients and delicious taste. Europe’s Best Imperial Blend is a new product that includes a unique mix of edamame kernels, snow peas, bamboo shoots, shitake mushrooms, water chestnuts, carrots, and red peppers, which can be enjoyed on its own or added to a stir fry.

Foodservice The foodservice industry continues to be challenged as families are choosing to eat more meals at home. While the overall industry is down, our foodservice business grew by double digits — primarily fueled by the addition of Folgers coffee and Smucker’s Snack’n Waffles brand waffles.

     Two new products included Folgers 100% Colombian and Gourmet Supreme coffee. We expect to build on the momentum that coffee has generated within our foodservice business in the upcoming fiscal year.

     Consumers continue to be enthusiastic about Smucker’s Uncrustables sandwiches and Snack’n Waffles brand waffles — ready-to-eat, individually packaged sandwiches and waffles. To support the growth of these products, we consolidated production to our Scottsville, Kentucky, facility. The Scottsville facility will meet current and future demand.

Natural Foods Natural foods continues to meet consumer demand for products that are “good and good for you” by offering natural

Savory Sweet Potato and Sausage Dressing (recipe on page 13)

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foods products across the beverage, peanut butter, dessert toppings, and fruit sauces categories.

     Consumers have even more healthy, flavorful alternatives to choose from among our Santa Cruz Organic and R.W. Knudsen Family products. New products on shelf this past year included Santa Cruz Organic Mango Lemonade and Sparkling Pomegranate Limeade. R.W. Knudsen Family unveiled a Sparkling Pomegranate beverage in the celebratory category, as well as new packaging and formulations for their fruit juice Spritzers. Sparkling Essence, a zero calorie organic sparkling beverage, was also introduced in a variety of flavors including Mint, Blueberry, Cucumber, and Lemon.

     The business continues to be an industry sustainability leader. It was awarded the California Waste Reduction Awards Program (WRAP) Award for the tenth consecutive year — achieving over a 98 percent reuse/recycle rate. It also recently achieved Leadership in Energy and Environmental Design (LEED) Gold certification for the Smucker Natural Foods warehouse in Chico, California.

International Consumers in more than 65 countries beyond the United States and Canada continue to enjoy our brands and products. Puerto Rico is our largest export market, with our brands continuing to hold #1 market positions across almost every category in which we compete.

     Our international business provides important insights into emerging trends and helps us to maintain a global perspective on our consumers, customers, and suppliers.

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Our Commitment to Sustainability

Economic • Environmental • Social

Since 1897, our Company has considered environmental, economic, and social sustainability to be among our many responsibilities as a good corporate citizen. Today sustainability is recognized as a strategic objective of the Company.

     A Company-wide cross functional task force was established in 2006 to guide and oversee our continuing efforts relating to sustainability.

     We are pleased to announce that as part of our ongoing efforts to measure our progress toward our stated sustainability goals, this year, for the first time, we submitted our current results to the Carbon Disclosure Project. Organizations from around the world measure and disclose their greenhouse gas emissions and sustainability efforts through the Carbon Disclosure Project.

     Further, the Company plans to publish its first Corporate Social Responsibility Report in the summer of 2011.

Our Sustainable Operations

Smucker Quality Management Systems (SQMS) is a proven set of business processes used to drive results in our business. It is the foundation of how we run our operations. SQMS has provided improved results in the areas of quality, reliability, cost, and effectiveness.

     In 2010, the Company made a substantial addition to our SQMS initiative by adding a Sustainability Pillar. Each manufacturing facility has a pillar leader, and our Corporate SQMS Leadership Team and Sustainability Task Force provide oversight and support. This pillar’s primary focus is achieving the Company’s established environmental goals.

Our Sustainability Strategy

With our Basic Beliefs as our foundation, we will create a better tomorrow by focusing on preserving our culture, ensuring our long-term economic viability, limiting our environmental impact, and being socially responsible.

Our efforts are focused on the following goals that we will strive to achieve by 2014:

• Reduce greenhouse gas emissions by 15%

• Reduce water usage by 25%

• Reduce waste sent to landfill by 75%

• Ensure we offer a sustainable line of products

• Maintain a leadership role in social sustainability

Our Facilities

We continue to be recognized with regard to our sustainability efforts at our facilities. Specific examples include:

• Awarded Silver and Gold LEED Certification, respectively, for the new building and renovations on our Corporate Campus and Company Store as well as a solar powered ware- house and cold storage at our Chico, California, facility.

• Received the Waste Reduction Awards Program (WRAP) Award administered by the State of California Waste Management Board at our Chico, California, facility for the 10th consecutive year.

Our Social Responsibilities

Smucker has a long history of promoting initiatives and programs that support and enhance the quality of life in the communities in which we operate. The primary focus of these efforts has been within the area of education. Examples of our social sustainability programs include:

• Played a key role in the establishment of the Heartland Education initiative based in Orrville, Ohio, which is focused on improving education through a partnership between community organizations, parents, the local school district, and local businesses. Learn more about Heartland Education Community, Inc. efforts at heartlandorrville.com.

• Continued support of Feeding America’s network of food-banks, Boys and Girls Clubs of America, American Red Cross, and United Way with both financial resources and the volunteer efforts of our employees.

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13

Frozen Caramel Coffee
Directions

PLACE coffee, caramel syrup, vanilla syrup and milk in blender container. Cover. Blend on medium speed until combined.

ADD ice cubes. Process until well blended (consistency should be thick and “slushy”).

POUR into tall glasses. Top with whipped cream. Drizzle with caramel syrup.

^©/ TM/^® The J. M. Smucker Company
^® The Folgers Coffee Company

folgers.com
smuckers.com

Turkey Salad with Orange Peanut Dressing
Directions

COMBINE marmalade, peanut butter, salad dressing, sour cream and curry powder in large bowl until well blended.

ADD carrots, cranberries, turkey and apples; stir well to combine.

To Serve: FORM a lettuce cup using one or two lettuce leaves; place on salad plate. Fill with 1/2 cup turkey salad. Repeat to make 5 servings.

TIP: Salad can be made ahead and held overnight in refrigerator.

^©/ TM/^® The J. M. Smucker Company

smuckers.com

Peachy Barbecued Ham Kabobs
Directions

SPRAY cold grill grates with no-stick cooking spray. Heat grill to medium heat. Thread ham, red peppers and pineapple chunks onto skewers.

COMBINE preserves and barbecue sauce in a microwave safe bowl. Microwave on HIGH 20 to 30 seconds. Reserve half of sauce.

GRILL kabobs, turning occasionally, 6 to 8 minutes. Baste with apricot mixture the last 2 minutes. Serve with remaining sauce.

TIP: This recipe can also be prepared using a grill pan on the stove top.

^©/^® The J. M. Smucker Company

crisco.com
smuckers.com

Coffee Caramel Flan
Directions

COOK sugar in heavy saucepan over medium heat, stirring constantly, until completely melted and caramel colored. Carefully pour into 8-inch round baking pan, tilting to completely coat bottom. Sprinkle evenly with 1/4 teaspoon cinnamon.

HEAT oven to 350°F. Whisk eggs in large bowl. Beat in sweetened condensed milk, 1/4 cup cream, vanilla and salt. Whisk in coffee until well blended. Set prepared baking pan in larger shallow pan (such as a 13 x 9-inch baking pan). Pour flan mixture into prepared pan. Fill larger pan with 1 inch hot water. Bake 55 to 60 minutes or until knife inserted in center comes out clean. Carefully remove baking pan from hot water; cool on wire rack 1 hour. Cover and chill several hours or overnight.

COMBINE remaining cream, powdered sugar and remaining 1/4 teaspoon cinnamon in medium mixing bowl. Beat with an electric mixer on low until cream begins to thicken. Beat on high until stiff peaks form.

RUN knife around edge of pan to loosen flan. Invert onto serving plate with rim. Cut into wedges. Dollop each serving with whipped cream. Sprinkle with cinnamon.

^©/^® The J. M. Smucker Company
^® The Folgers Coffee Company

folgers.com
eaglebrand.com

Easy Glazed Cinnamon Rolls
Directions

COMBINE flour and yeast packets from roll mix with 2 tablespoons sugar in large bowl. Stir in hot water, 2 tablespoons butter and egg until dough pulls away from sides of bowl. Knead dough on lightly floured surface 5 minutes until smooth, adding more flour as needed. Cover with large bowl; let rest 5 minutes. Heat oven to 375°F.

COAT 13 x 9-inch pan with no-stick cooking spray. Roll dough to 15 x 10-inch rectangle on lightly floured surface. Spread 4 tablespoons butter evenly over dough. Combine cinnamon and 5 tablespoons sugar. Sprinkle over butter. Starting with 10-inch side, roll up tightly, pressing edges to seal. Cut into 12 slices. Place cut side down in prepared pan. Cover with plastic wrap and towel. Let rise in warm place (80° to 85°F) 30 minutes or until doubled in size.

UNCOVER dough. Bake 20 to 25 minutes or until golden brown. Cool 1 minute. Remove from pan. For glaze, blend powdered sugar, milk and vanilla until smooth. Drizzle over warm rolls.

^©/^® The J. M. Smucker Company
Pillsbury and Pillsbury BEST are trademarks of
The Pillsbury Company, LLC, used under license.

crisco.com
pillsburybaking.com

Savory Sweet Potato and Sausage Dressing
Directions

PLACE sweet potatoes in 2-quart saucepan. Add 1/2 teaspoon salt and enough water to cover. Bring to a boil. Cover and simmer 20 to 25 minutes, or until fork tender. Drain. Cool.

HEAT oven to 350°F. Coat a 2-quart casserole with no-stick cooking spray.

MELT 2 tablespoons shortening in large skillet. Add celery and onion. Cook and stir over medium heat until tender. Stir in remaining 1/2 teaspoon salt, poultry seasoning and pepper. Place in large bowl.

BROWN sausage in large skillet. Stir to break apart. Drain if necessary. Add to celery and onion mixture. Stir in croutons, apple and raisins. Mix in egg. Melt 1/4 cup shortening. Add to sausage mixture with prepared bouillon. Stir in sweet potatoes. Mix well. Place in prepared casserole.

BAKE, uncovered, 30 to 35 minutes or until golden brown. Garnish with parsley, if desired.

^©/^® The J. M. Smucker Company

crisco.com

Mustard and Herb Potato Salad
Directions

COOK potatoes in salted water until tender. Drain. When cool enough to handle, peel and dice.

COMBINE chives, parsley and capers in large bowl. Whisk in vinegar and mustard. Whisk in oil.

ADD potatoes. Toss gently. Season with salt and pepper, as desired. Serve immediately or refrigerate for later use.

TIP: Best when made several hours ahead. Bring to room temperature before serving.

^©/^® The J. M. Smucker Company

crisco.com
crosseandblackwell.com

Double Chocolate Peanut Butter Supreme
Directions

HEAT oven to 350°F. Coat 8-inch springform pan with no-stick cooking spray.

PREPARE brownie mix according to package directions using packet of chocolate-flavored syrup, oil, water and egg. Spread into prepared pan. Bake 34 to 37 minutes or until toothpick inserted in center comes out clean. Cool completely on wire rack.

BEAT peanut butter and vanilla in medium bowl with an electric mixer until smooth. Gradually add powdered sugar. Beat 1 minute. Remove outer edge of springform pan. Spread peanut butter mixture over top of cooled brownie. Chill until firm.

PLACE hot fudge topping in small resealable plastic bag. Knead until smooth. Cut small corner off bag. Drizzle topping over peanut butter layer.

Cut into wedges.

^©/^® The J. M. Smucker Company
Pillsbury is a trademark of The Pillsbury Company, LLC,
used under license.

jif.com
crisco.com
smuckers.com
pillsburybaking.com

14

Five-Year Summary of Selected Financial Data

The following table presents selected financial data for each of the five years in the period ended April 30, 2010. The selected financial data was derived from the consolidated financial statements and should be read in conjunction with “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and the consolidated financial statements and notes thereto.

	Year Ended April 30,
(Dollars in thousands, except per share data)	2010		2009		2008		2007		2006
Statements of Income:
Net sales	$	4,605,289	$	3,757,933	$	2,524,774	$	2,148,017	$	2,154,726
Net income		494,138		265,953		170,379		157,219		143,354
Financial Position:
Total assets	$	7,974,853	$	8,192,161	$	3,129,881	$	2,693,823	$	2,649,744
Cash and cash equivalents		283,570		456,693		171,541		199,541		71,832
Long-term debt		900,000		910,000		789,684		392,643		428,602
Shareholders’ equity		5,326,320		4,939,931		1,799,853		1,795,657		1,728,059
Other Data:
Capital expenditures	$	136,983	$	108,907	$	76,430	$	57,002	$	63,580
Weighted-average shares		118,951,434		85,448,592		56,641,810		56,844,151		58,154,704
Weighted-average shares – assuming dilution		119,081,445		85,547,530		56,873,492		57,233,399		58,590,065
Earnings per common share:
Net income	$	4.15	$	3.11	$	3.01	$	2.77	$	2.47
Net income – assuming dilution	$	4.15	$	3.11	$	3.00	$	2.75	$	2.45
Dividends declared per common share	$	1.45	$	6.31	$	1.22	$	1.14	$	1.09

15

Summary of Quarterly Results of Operations

The following is a summary of unaudited quarterly results of operations for the years ended April 30, 2010 and 2009.

(Dollars in thousands, except per share data)
										Net Income per
						Net		Net Income per		Common Share –
	Quarter Ended	Net Sales		Gross Profit		Income		Common Share		Assuming Dilution
2010	July 31, 2009	$	1,051,526	$	406,029	$	98,063	$	0.83	$	0.83
	October 31, 2009		1,278,745		492,250		139,990		1.18		1.18
	January 31, 2010		1,205,939		458,304		135,479		1.14		1.14
	April 30, 2010		1,069,079		430,107		120,606		1.01		1.01
2009	July 31, 2008	$	663,657	$	207,779	$	42,291	$	0.77	$	0.77
	October 31, 2008		843,142		243,419		51,453		0.94		0.94
	January 31, 2009		1,182,594		401,041		77,941		0.68		0.68
	April 30, 2009		1,068,540		399,190		94,268		0.80		0.80

Annual net income per share may not equal the sum of the individual quarters due to differences in the average number of shares outstanding during the respective periods.

Stock Price Data

The Company’s common shares are listed on the New York Stock Exchange – ticker symbol SJM. The table below presents the high and low market prices for the shares and the quarterly and special dividends declared. There were approximately 304,575 shareholders as of June 9, 2010, of which 74,513 were registered holders of common shares.

	Quarter Ended	High		Low		Dividends
2010	July 31, 2009	$	51.06	$	39.19	$	0.35
	October 31, 2009		55.36		49.08		0.35
	January 31, 2010		63.00		51.19		0.35
	April 30, 2010		63.50		57.72		0.40
2009	July 31, 2008	$	55.58	$	40.18	$	0.32
	October 31, 2008		56.69		40.08		5.32
	January 31, 2009		46.00		37.22		0.32
	April 30, 2009		46.49		34.09		0.35

16

Comparison of Five-Year Cumulative Total Shareholder Return

Among The J. M. Smucker Company, the S&P 500 Index, and the S&P Packaged Foods & Meats Index

	April 30,
	2005		2006		2007		2008		2009		2010
The J. M. Smucker Company	$	100.00	$	80.99	$	118.04	$	107.88	$	96.14	$	153.20
S&P 500		100.00		115.42		133.00		126.78		82.01		113.87
S&P Packaged Foods & Meats		100.00		96.76		115.60		113.50		89.84		125.77

The above graph compares the cumulative total shareholder return for the five years ended April 30, 2010, for the Company’s common shares, the S&P 500 Index, and the S&P Packaged Foods and Meats Index. These figures assume all dividends are reinvested when received and are based on $100 invested in the Company’s common shares and the referenced index funds on April 30, 2005.

Copyright^© 2010 Standard & Poor’s, a division of The McGraw-Hill Companies Inc. All rights reserved.
www.researchdatagroup.com/S&P.htm

17

Management’s Discussion and Analysis

EXECUTIVE SUMMARY

For more than 100 years, The J. M. Smucker Company (“Company”), headquartered in Orrville, Ohio, has been committed to offering consumers trusted, quality products that help families create memorable mealtime moments. Today, the Company is a leading marketer and manufacturer of fruit spreads, retail packaged coffee, peanut butter, shortening and oils, sweetened condensed milk, ice cream toppings, and health and natural foods beverages in North America.

Its family of brands includes Smucker’s, Folgers, Jif, Crisco, Pillsbury, Eagle Brand, R.W. Knudsen Family, Hungry Jack, and Martha White in the United States, along with Robin Hood, Five Roses, Carnation, Europe’s Best, and Bick’s in Canada. In addition to these brands, the Company markets products under numerous other brands, including Dunkin’ Donuts, Millstone, Dickinson’s, Laura Scudder’s, Adams, Double Fruit (Canada), and Santa Cruz Organic.

The Company has four reportable segments: U.S. Retail Coffee Market, U.S. Retail Consumer Market, U.S. Retail Oils and Baking Market, and Special Markets. The Company’s three U.S. retail market segments in total comprised over 80 percent of the Company’s net sales in fiscal 2010 and represent a major portion of the strategic focus area for the Company — the sale of branded food products with leadership positions to consumers through retail outlets in North America. The Special Markets segment represents sales outside of the U.S. retail market segments and includes the Company’s Canada, foodservice, natural foods, and international business areas.

In each of the U.S. retail market segments, the Company’s products are sold primarily to food retailers, food wholesalers, drug stores, club stores, mass merchandisers, discount and dollar stores, and military commissaries. In the Special Markets segment, the Company’s products are distributed domestically and in foreign countries through retail channels, foodservice distributors and operators (e.g., restaurants, schools and universities, health care operations), and health and natural foods stores and distributors.

STRATEGIC ELEMENTS

The Company remains rooted in its Basic Beliefs of Quality, People, Ethics, Growth, and Independence, established by its founder and namesake more than a century ago. Today, these basic beliefs still serve as a foundation for the Company’s decision making and actions.

The Company’s strategic vision is to own and market food brands which hold the number one market position in their category, with an emphasis on North America while embracing a global perspective. In support of this vision, the Company in recent years has expanded its portfolio of number one and leading, iconic brands through acquisitions, most recently Folgers coffee in November 2008.

The Company’s strategic long-term growth objectives are to increase net sales by six percent and earnings per share by greater than eight percent annually. While year-to-year the net sales contribution from acquisitions will vary, the Company expects organic growth, including new products, to add three to four percent per year and acquisitions to contribute the remainder.

RESULTS OF OPERATIONS

On November 6, 2008, the Company completed a merger transaction with The Folgers Coffee Company (“Folgers”), previously a subsidiary of The Procter & Gamble Company. The transaction was accounted for as a purchase business combination and Folgers is included in the Company’s consolidated financial statements from the date of the merger. Because the transaction closed during the first week of the fiscal 2009 third quarter, incremental Folgers business, approximating six months of operations, is included in fiscal 2010 (“incremental Folgers business”).

18

	Year Ended April 30,
				% Increase						% Increase
(Dollars in millions, except per share data)	2010			(Decrease)			2009			(Decrease)			2008
Net sales	$	4,605.3			23	%	$	3,757.9			49	%	$	2,524.8
Operating income	$	789.9			75	%	$	451.0			59	%	$	284.2
% of net sales		17.2	%					12.0	%					11.3	%
Net income:
Income	$	494.1			86	%	$	266.0			56	%	$	170.4
Income per common share — assuming dilution	$	4.15			33	%	$	3.11			4	%	$	3.00
Operating income before restructuring and merger and integration costs (1)	$	829.3			55	%	$	533.9			80	%	$	296.9
% of net sales		18.0	%					14.2	%					11.8	%
Income before restructuring and merger and integration costs: (2)
Income	$	520.8			62	%	$	321.6			80	%	$	178.9
Income per common share — assuming dilution	$	4.37			16	%	$	3.76			19	%	$	3.15
(1) Reconciliation to operating income:
Operating income	$	789.9					$	451.0					$	284.2
Merger and integration costs		33.7						72.7						8.0
Cost of products sold — restructuring		3.9						—						1.5
Other restructuring costs		1.8						10.2						3.2
Operating income before restructuring and merger and integration costs	$	829.3					$	533.9					$	296.9
(2) Reconciliation to net income:
Income before income taxes	$	730.8					$	396.1					$	254.8
Merger and integration costs		33.7						72.7						8.0
Cost of products sold — restructuring		3.9						—						1.5
Other restructuring costs		1.8						10.2						3.2
Income before income taxes, restructuring, and merger and integration costs	$	770.2					$	479.0					$	267.5
Income taxes		249.4						157.4						88.6
Income before restructuring and merger and integration costs	$	520.8					$	321.6					$	178.9

— Summary of 2010 —

Net sales, margins, and earnings per share growth was realized in 2010 as the incremental Folgers business and improved profitability across all of the Company’s reportable segments contributed to the improvements. Company net sales increased 23 percent as incremental Folgers business more than offset the impact of price reductions in certain categories resulting from generally lower commodity costs in 2010 compared to 2009. Operating income increased 75 percent, and excluding restructuring and merger and integration costs, increased 55 percent as the Company realized the first full year of synergies associated with the Folgers merger and the benefit of favorable green coffee costs. Net income per common share – assuming dilution increased approximately 33 percent. Excluding restructuring and merger and integration costs, income per common share – assuming dilution increased approximately 16 percent in 2010 compared to 2009.

— Summary of 2009 —

The Company realized strong sales and margin growth in 2009. Despite the impact of a global recession and credit crisis, the impact of the Folgers transaction and improved profitability in the Company’s U.S. Retail Oils and Baking Market segment contributed to the strong 2009 performance. Company net sales increased 49 percent, led by the contributions from Folgers. Operating and net income increased 59 percent and 56 percent, respectively, and each increased 80 percent excluding restructuring and merger and integration costs. Net income per common share – assuming dilution increased approximately four percent, reflecting the impact of additional common shares issued, increased interest expense, and increased merger and integration costs, all related to the Folgers transaction. Excluding restructuring and merger and integration costs, income per common share – assuming dilution increased 19 percent.

19

— Net Sales —

2010 Compared to 2009

	Year Ended April 30,
							Increase
(Dollars in millions)	2010			2009			(Decrease)			%
Net sales	$	4,605.3		$	3,757.9		$	847.4			23	%
Adjust for noncomparable items:
Acquisitions		(920.9	)		—			(920.9	)		(25	)
Divestiture		—			(6.3	)		6.3			1
Foreign currency exchange		(23.4	)		—			(23.4	)		(1	)
Net sales without acquisitions, divestiture, and foreign currency exchange	$	3,661.0		$	3,751.6		$	(90.6	)		(2	)%

Net sales increased $847.4 million, or 23 percent, to $4,605.3 million in 2010 compared to $3,757.9 million in 2009. Acquisitions, primarily incremental Folgers business, contributed $920.9 million to 2010 net sales. Excluding acquisitions, the potato business divested in March 2010, and the impact of foreign currency exchange, net sales were down two percent in 2010 compared to 2009 primarily due to pricing.

Excluding the incremental Folgers business and divestiture, volume increased one percent in 2010 compared to 2009, with gains across most of the Company’s leading brands including Pillsbury flour, baking mixes, and frostings, Jif peanut butter, Crisco shortening and oils, Robin Hood baking products in Canada, Hungry Jack pancakes and syrups, and Smucker’s fruit spreads. Volume declines were primarily in private label canned milk, regional baking brands, and Europe’s Best frozen fruit in Canada. The overall favorable impact of volume growth on net sales was more than offset by a three percent price and mix decline, attributable primarily to price reductions in the U.S. Retail Oils and Baking Market segment, and an increase in promotional spending across several categories.

2009 Compared to 2008

	Year Ended April 30,
						Increase
(Dollars in millions)	2009			2008		(Decrease)			%
Net sales	$	3,757.9		$	2,524.8	$	1,233.1			49	%
Adjust for noncomparable items:
Acquisitions		(1,032.4	)		—		(1,032.4	)		(41	)
Foreign currency exchange		35.2			—		35.2			1
Net sales without acquisitions and foreign currency exchange	$	2,760.7		$	2,524.8	$	235.9			9	%

Net sales were $3,757.9 million in 2009, an increase of $1,233.1 million, or 49 percent, compared to 2008. Acquisitions contributed approximately $1,032.4 million of the increase, including $924.8 million from Folgers, while the foreign currency exchange impact, primarily due to the weakening Canadian dollar, reduced net sales by approximately $35.2 million. Excluding acquisitions and foreign currency exchange, net sales increased nine percent. The increase reflects a net pricing and mix gain, which offset a two percent volume decline.

Despite the overall volume decline, a number of categories experienced gains, including Smucker’s fruit spreads, toppings, and syrups, Pillsbury baking mixes and frostings, Hungry Jack pancakes, syrups, and potato side dishes, and Eagle Brand canned milk. Volume declines were concentrated in oils and flour, as anticipated, due to significant price increases taken over the prior year in these categories, and peanut butter products due to the U.S. Food and Drug Administration’s (“FDA”) recall of another manufacturer’s foodservice peanut butter and ingredient peanut products during the first quarter of the 2009 calendar year.

— Operating Income —

The following table presents components of operating income as a percentage of net sales.

	Year Ended April 30,
	2010			2009			2008
Gross profit		38.8	%		33.3	%		31.0	%
Selling, distribution, and administrative expenses:
Marketing		3.8	%		3.7	%		3.5	%
Advertising		2.8			2.1			2.2
Selling		3.3			3.5			4.0
Distribution		3.3			3.5			3.4
General and administrative		5.9			5.1			6.2
Total selling, distribution, and administrative expenses		19.1	%		17.9	%		19.3	%
Amortization		1.6			1.0			0.1
Impairment charges		0.3			0.1			0.0
Restructuring and merger and integration costs		0.8			2.2			0.4
Other operating (income) expense – net		(0.2	)		0.1			(0.1	)
Operating income		17.2	%		12.0	%		11.3	%

2010 Compared to 2009

Gross profit increased $535.3 million, or 43 percent, in 2010 compared to 2009, and improved to 38.8 percent of net sales from 33.3 percent over the same period. Much of the gross profit improvement is attributable to incremental Folgers business and other coffee-related impacts in 2010 compared to 2009, primarily favorable green coffee costs and volume-related plant efficiencies.

20

Lower other raw material costs, notably oils, flour, and milk, and freight costs across the businesses also favorably impacted gross margin in 2010 compared to 2009.

Selling, distribution, and administrative (“SD&A”) expenses increased 30 percent in 2010 compared to 2009, primarily due to incremental Folgers business and the larger company. Marketing expense, including advertising expense, increased approximately 39 percent in 2010 compared to 2009, as the Company made a record investment in print, online, and television advertisement in support of its largest brands. Advertising expense was $130.6 million in 2010 compared to $77.4 million in 2009. Selling and distribution expenses both increased 17 percent in 2010 compared to 2009, as the impact of synergies related to the Folgers merger partially offset the expense impact of the incremental Folgers business. General and administrative expenses increased 38 percent in 2010 compared to 2009, as 2009 did not include expenses to fully support the Folgers business. Increased pension and other employee benefit costs, and costs related to the closure of the Company’s West Fargo, North Dakota, manufacturing facility are also included in 2010.

Amortization expense, a noncash item, was $73.7 million in 2010, an increase of $34.8 million from 2009, reflecting the full-year impact of intangible assets associated with the Folgers transaction. Noncash impairment charges of $11.7 million were recognized in 2010 resulting from the write-down to estimated fair value of certain of the Company’s intangible assets, primarily the Europe’s Best trademark in Canada.

Other operating income – net of $2.3 million was recognized in 2010 resulting from a $12.9 million gain recognized on the divestiture of the potato business which offset losses on the disposition of assets no longer used in manufacturing operations. Other operating expense – net of $3.6 million was recognized in 2009 consisting of losses on the disposition of assets.

Driven by gross profit improvements, operating income increased 75 percent in 2010 compared to 2009, and improved from 12.0 percent to 17.2 percent of net sales. Restructuring and merger and integration costs were $43.5 million lower in 2010 compared to 2009, as integration activities related to Folgers were near completion and restructuring costs had minimal impact.

2009 Compared to 2008

Overall, gross profit increased $469.3 million and improved from 31.0 percent in 2008 to 33.3 percent of net sales in 2009. The primary driver of the gross profit improvement was the addition of Folgers. The Company improved gross profit on its noncoffee business by approximately 12 percent despite higher costs, estimated at $135 million, on many key ingredients compared to 2008. During 2009, pricing came more in line with these higher costs, contributing to the gross profit increase. In addition, costs on certain raw materials stabilized during the year, and in some cases decreased, allowing the Company to continue to recover margin lost over the past few years while also returning some pricing to customers.

SD&A expenses increased $187.0 million, or 38 percent, in 2009 compared to 2008. An increase in marketing and distribution expenses, much of which was related to the addition of Folgers, accounted for approximately 63 percent of the SD&A increase. Most SD&A expenses, particularly selling and corporate overhead, increased at a lesser rate than net sales resulting in an overall decrease in SD&A expense as a percent of net sales from 19.3 percent to 17.9 percent, further contributing to the improvement in operating margin. General and administrative expense in 2009 did not include administrative expenses to fully support the Folgers business.

Amortization expense increased $34.8 million to 1.0 percent of net sales compared to 0.1 percent of net sales in the same period in 2008 reflecting the addition of finite-lived intangible assets associated with the Folgers transaction.

Other operating expense – net of $3.6 million was recognized in 2009 consisting of losses on the disposition of assets. Other operating income – net of $3.9 million was recognized in 2008 resulting from a net insurance settlement related to storm damage at a third-party distribution and warehouse facility in Memphis, Tennessee.

Operating income increased 59 percent in 2009 compared to 2008, and improved from 11.3 percent to 12.0 percent of net sales. Restructuring and merger and integration costs were $70.2 million higher in 2009 compared to 2008, as integration activities related to Folgers commenced. In addition, a defined benefit pension settlement charge related to the Company’s divested Canadian businesses was finalized, reducing operating margin by 2.2 percentage points.

— Interest Income and Expense —

Interest income decreased $4.2 million during 2010 compared to 2009, primarily due to a decrease in the average investment balance throughout the year. Interest expense increased $2.7 million in 2010 compared to 2009, reflecting an increase in the Company’s debt obligations during the first half of 2010 compared to the first half of 2009 resulting from the October 2008 issuance of $400.0 million in Senior Notes with a weighted-average interest rate of 6.60 percent, and the addition of Folgers’ $350.0 million LIBOR-based variable rate bank note payable at the merger date. The interest incurred on these additional borrowings was mostly offset by a reduction in interest expense resulting from the scheduled repayments of Senior Notes of $75.0 million and $200.0 million in June and November 2009, respectively, and the Folgers’ $350.0 million bank note in November 2009.

Interest income decreased $6.3 million during 2009 compared to 2008, primarily due to a decrease in the average investment balance and lower interest rates throughout 2009. Interest expense increased $20.3 million in 2009 compared to 2008, resulting from the issuance of the $400.0 million in Senior Notes and the addition of Folgers’ $350.0 million bank note payable at the merger date.

21

— Income Taxes —

Income taxes increased $106.5 million, or 82 percent, during 2010 compared to 2009, slightly less than the percentage increase in income before taxes as the effective tax rate was 32.4 percent in 2010 compared to 32.9 percent in 2009. The effective tax rate decrease was primarily a result of lower deferred tax rates and increased benefits realized from the domestic manufacturing deduction offset somewhat by increases in state and local income taxes.

Income taxes increased $45.7 million, or 54 percent, during 2009 compared to 2008, slightly less than the percentage increase in income before taxes as the effective tax rate was 32.9 percent in 2009 compared to 33.1 percent in 2008. The effective tax rate decrease was primarily a result of an increase in the domestic manufacturing deduction.

— Restructuring —

On March 24, 2010, the Company announced its plan to restructure certain coffee and fruit spreads operations as part of its ongoing efforts to enhance the long-term strength and profitability of its leading brands. The initiative is a long-term investment to optimize production capacity and lower the overall cost structure and includes capital investments for a new state-of-the-art food manufacturing facility in Orrville, Ohio, and consolidation of all coffee production in New Orleans, Louisiana. The program calls for the future closing of four of the Company’s plants – Memphis, Tennessee; Ste. Marie, Quebec; Sherman, Texas; and Kansas City, Missouri, over the next three years. Upon completion, the restructuring will result in the reduction of approximately 700 full-time positions.

The Company expects to incur restructuring costs of approximately $190.0 million, of which $5.7 million was recognized in 2010. The balance of the costs is anticipated to be incurred over the next four fiscal years, with approximately $85.0 million to $90.0 million expected to be recognized in fiscal 2011.

— Segment Results —

The Company has four reportable segments: U.S. Retail Coffee Market, U.S. Retail Consumer Market, U.S. Retail Oils and Baking Market, and Special Markets. The U.S. Retail Coffee Market segment represents the sales of Folgers, Millstone, and Dunkin’ Donuts branded coffee; the U.S. Retail Consumer Market segment primarily includes sales of Smucker’s, Jif, and Hungry Jack branded products; the U.S. Retail Oils and Baking Market segment includes sales of Crisco, Pillsbury, Eagle Brand, Martha White, and White Lily branded products all to domestic retail customers; and the Special Markets segment is comprised of the Canada, foodservice, natural foods, and international strategic business areas. Special Markets segment products are distributed domestically and in foreign countries through retail channels, foodservice distributors and operators (e.g., restaurants, schools and universities, health care operations), and health and natural foods stores and distributors.

				Year Ended April 30,
				% Increase						% Increase
(Dollars in millions)	2010			(Decrease)			2009			(Decrease)			2008
Net sales:
U.S. Retail Coffee Market	$	1,700.5			99	%	$	855.6			n/a		$	—
U.S. Retail Consumer Market		1,125.3			2			1,103.3			10	%		998.6
U.S. Retail Oils and Baking Market		905.7			(9	)		995.5			14			876.0
Special Markets		873.8			9			803.6			24			650.2
Segment profit:
U.S. Retail Coffee Market	$	550.8			129	%	$	241.0			n/a		$	—
U.S. Retail Consumer Market		275.0			10			249.3			7	%		233.2
U.S. Retail Oils and Baking Market		142.2			15			124.2			25			99.6
Special Markets		148.8			33			111.7			21			92.0
Segment profit margin:
U.S. Retail Coffee Market		32.4	%					28.2	%					n/a
U.S. Retail Consumer Market		24.4						22.6						23.4	%
U.S. Retail Oils and Baking Market		15.7						12.5						11.4
Special Markets		17.0						13.9						14.2

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U.S. Retail Coffee Market

U.S. Retail Coffee Market segment net sales nearly doubled in 2010 compared to 2009, including incremental Folgers business totaling approximately $840.6 million. Volume increased approximately four percent compared to the same full 12-month period last year, which included the period prior to the merger, approximating six months of operations. The Folgers brand contributed the majority of the volume increase compared to last year. Continued growth of Dunkin’ Donuts coffee also contributed double-digit volume growth and nearly $250.0 million in net sales for 2010. The U.S. Retail Coffee Market segment profit more than doubled to $550.8 million in 2010 compared to $241.0 million in 2009, and improved to 32.4 percent of net sales from 28.2 percent in 2009. The 2010 segment profit margin was favorably impacted by green coffee cost, product mix, and volume-related plant efficiencies which offset significantly increased marketing investments.

The U.S. Retail Coffee Market segment contributed $855.6 million to net sales in 2009, from the date acquired, as the business benefited from growth in the coffee category, primarily driven by the Folgers brand. The expansion of the Dunkin’ Donuts brand contributed approximately $106.8 million of the net sales in 2009. The U.S. Retail Coffee Market segment contributed $241.0 million in segment profit representing a profit margin of 28.2 percent.

U.S. Retail Consumer Market

U.S. Retail Consumer Market segment net sales increased two percent in 2010 compared to 2009. Total volume in the U.S. Retail Consumer Market increased four percent compared to 2009, with gains in Hungry Jack pancake mixes and syrups, Jif peanut butter, and Smucker’s fruit spreads. Volume gains were somewhat offset by increases in promotional spending and price declines on selected items. During March 2010, the Company divested the potato business in a $19.0 million cash transaction realizing a gain of approximately $12.9 million on the divestiture, which is not included in segment profit. U.S. Retail Consumer Market segment profit increased 10 percent for 2010 compared to 2009, mainly due to lower raw material and freight costs offset by an eight percent increase in marketing expense. Segment profit margin improved from 22.6 percent in 2009 to 24.4 percent in 2010.

Net sales in the U.S. Retail Consumer Market segment increased 10 percent in 2009 to $1,103.3 million compared to $998.6 million in 2008. Acquisitions, primarily Knott’s Berry Farm brand, contributed approximately $25.7 million of the net sales. Volume gains in Smucker’s fruit spreads, toppings, and syrups, and Hungry Jack pancakes, syrups, and potato side dishes, combined with price increases, offset volume declines in peanut butter and Smucker’s Uncrustables sandwiches of approximately two and three percent, respectively. During January 2009, the FDA initiated a recall of another manufacturer’s foodservice peanut butter and ingredient peanut products. As a result, volume in the retail peanut butter category declined approximately seven percent in the food, drug, and mass retail stores channel as estimated by Information Resources, Inc. for the 12-week period ended April 19, 2009. The Company’s peanut butter products experienced a lesser decline. U.S. Retail Consumer Market segment profit increased seven percent in 2009 compared to 2008, while decreasing as a percentage of net sales from 23.4 percent to 22.6 percent. Profit margins were unfavorably impacted by cost increases on certain raw materials, declines in peanut butter sales during the year, and other sales mix changes.

U.S. Retail Oils and Baking Market

Total volume in the U.S. Retail Oils and Baking Market segment was up one percent in 2010 compared to 2009, with strong gains in the Pillsbury and Crisco brands mostly offset by declines in canned milk and regional baking brands. Net sales in the U.S. Retail Oils and Baking Market segment were down nine percent in 2010 compared to 2009, reflecting the full year impact of price declines taken during 2009 and increased promotional spending across the segment. The U.S. Retail Oils and Baking Market segment profit increased 15 percent in 2010 compared to 2009, resulting in segment profit margin increasing to 15.7 percent compared to 12.5 percent in 2009, primarily due to lower raw material costs.

Net sales in the U.S. Retail Oils and Baking Market segment increased 14 percent in 2009 to $995.5 million from $876.0 million in 2008. Increases in Pillsbury, Crisco, and Eagle Brand canned milk, primarily due to the effect of price increases taken in the later part of 2008, and volume gains in baking mixes, frostings, and canned milk accounted for the increase. While total volume in the segment was down almost four percent, much of the decline was expected and reflects the impact of price increases in oils and flour over the past year. Segment profit increased 25 percent in 2009 compared to 2008, and improved from 11.4 percent of net sales to 12.5 percent despite higher costs on many key ingredients. Pricing at the end of 2009 was more in line with these higher costs resulting in margin recoveries in oils, canned milk, and regional baking brands.

Special Markets

Net sales in the Special Markets segment increased nine percent in 2010 compared to 2009, due to a favorable exchange rate impact of $23.4 million and incremental Folgers business totaling approximately $78.3 million. Net sales, excluding acquisitions and foreign exchange, decreased four percent over the same period. Volume decreased two percent, excluding incremental Folgers business, in 2010 compared to 2009. Gains in Canada’s baking and spreads categories and coffee in the foodservice and export businesses were offset by declines in Europe’s Best frozen fruit in Canada, natural foods beverages, and foodservice portion control. The impact of the overall volume decline, combined with lower prices and increases in promotional spending, resulted in the net sales

23

decline, excluding acquisitions and foreign exchange. Special Markets segment profit increased 33 percent in 2010 compared to 2009, primarily due to the impact of increased coffee sales and lower raw material costs. Profit margin improved from 13.9 percent in 2009 to 17.0 percent in 2010.

Net sales in the Special Markets segment were $803.6 million in 2009, an increase of 24 percent from 2008, as acquisitions and pricing gains offset unfavorable foreign currency exchange. The merger with Folgers added $69.2 million of the increase and the Knott’s Berry Farm, Europe’s Best, and the Canadian Carnation canned milk business acquisitions contributed $81.9 million. The gains from merger and acquisitions and pricing more than offset volume declines in the foodservice portion control business resulting from a general decline in away-from-home dining, and Smucker Uncrustables sandwiches and other peanut butter products correlated to the FDA recall of another manufacturer’s food-service peanut butter and ingredient peanut products. Consumer demand for natural foods products was also soft due to the general economic environment. Special Markets segment profit increased 21 percent from 2008 to 2009, while decreasing as a percentage of net sales from 14.2 percent in 2008 to 13.9 percent in 2009 as profit margins were impacted by the acquisitions.

FINANCIAL CONDITION

— Liquidity —

	Year Ended April 30,
(Dollars in millions)	2010			2009			2008
Net cash provided by operating activities	$	713.5		$	447.0		$	182.9
Net cash used for investing activities		(104.4	)		(177.0	)		(265.9	)
Net cash (used for) provided by financing activities		(788.5	)		12.6			49.8
Net cash provided by operating activities	$	713.5		$	447.0		$	182.9
Additions to property, plant, and equipment		(137.0	)		(108.9	)		(76.4	)
Free cash flow	$	576.5		$	338.1		$	106.5

The Company’s principal source of funds is cash generated from operations, supplemented by borrowings against the Company’s revolving credit facilities. Total cash and cash equivalents declined to $283.6 million at April 30, 2010, compared to $456.7 million at April 30, 2009, as strong cash flow generated by operations was offset by debt repayments in 2010.

The Company expects a significant use of cash during the first half of each fiscal year, primarily due to seasonal fruit and vegetable procurement, the buildup of inventories to support the Fall Bake and Holiday period, and the additional increase of coffee inventory in advance of the Atlantic hurricane season. The Company expects cash provided by operations in the second half of the year to significantly exceed the amount in the first half of the year, upon completion of the Company’s key promotional periods.

Cash provided by operations in 2010 was $713.5 million, an increase of $266.5 million compared to $447.0 million in 2009, resulting from increased earnings primarily associated with the incremental Folgers business. Increased cash provided by operations resulted in an increase in free cash flow to $576.5 million in 2010 from $338.1 million in 2009. Working capital also favorably impacted cash provided by operations in 2010 compared to 2009. Working capital, excluding cash and cash equivalents and current debt, improved to 10.2 percent of net sales in 2010.

Cash used for investing activities was approximately $104.4 million in 2010, consisting primarily of capital expenditures of approximately $137.0 million offset by approximately $19.6 million in proceeds from the sale of businesses, primarily the potato divestiture, and $13.5 million in proceeds from the sale of available-for-sale investment securities. Cash used for investing was approximately $177.0 million in 2009, including capital expenditures of approximately $108.9 million and the use of approximately $77.3 million for acquisitions, primarily the Knott’s Berry Farm business and the cash portion of the Folgers transaction. The increase in capital expenditures in 2010 compared to 2009 was primarily due to the addition of Folgers.

Cash used for financing activities during 2010 was approximately $788.5 million, consisting primarily of the repayments of $275.0 million of Senior Notes and $350.0 million of Folgers’ bank note payable, and quarterly dividend payments of $166.2 million. Cash provided by financing activities during 2009 consisted primarily of the proceeds from the Company’s $400.0 million Senior Notes placement. A portion of the proceeds was used to fund the payment of a $5.00 per share one-time special dividend, totaling approximately $274.2 million, on October 31, 2008. In addition, quarterly dividend payments of approximately $110.7 million were made in 2009.

24

— Capital Resources —

The following table presents the Company’s capital structure.

	April 30,
(Dollars in millions)	2010		2009
Note payable	$	—	$	350.0
Current portion of long-term debt		10.0		276.7
Long-term debt		900.0		910.0
Total debt	$	910.0	$	1,536.7
Shareholders’ equity		5,326.3		4,939.9
Total capital	$	6,236.3	$	6,476.6

The Company has available a $180.0 million revolving credit facility with a group of three banks that expires in January 2011 and a $400.0 million revolving credit facility with a group of five banks that expires in October 2012. The Company’s debt repayments in 2010 utilized a combination of cash on hand and borrowings against the $180.0 million credit facility. The Company subsequently paid off the borrowings against the credit facility and no amounts were outstanding against either revolving credit facility at April 30, 2010.

On June 15, 2010, the Company issued $400.0 million in 4.5 percent Senior Notes with a final maturity on June 1, 2025. The Senior Notes have a 12-year average maturity with required prepayments starting on June 1, 2020. Proceeds from the Senior Notes issuance will be used for general corporate purposes.

Cash requirements for 2011 will include capital expenditures of approximately $235.0 million, including amounts related to the announced restructuring programs, quarterly dividends of approximately $190.0 million, and interest and principal payments on debt obligations of approximately $62 million and $10 million, respectively, for the year. Absent any material acquisitions or other significant investments, the Company believes that cash on hand, combined with cash provided by operations, new financing, and borrowings available under existing credit facilities will be sufficient to meet cash requirements for the next 12 months, including capital expenditures, the payment of quarterly dividends, and principal and interest on debt outstanding.

NON-GAAP MEASURES

The Company uses non-GAAP measures including net sales excluding acquisitions, divestitures, and foreign exchange rate impact; income, operating income, and income per diluted share, excluding restructuring and merger and integration costs; and free cash flow as key measures for purposes of evaluating performance internally. These non-GAAP measures are not intended to replace the presentation of financial results in accordance with U.S. generally accepted accounting principles. Rather, the presentation of these non-GAAP measures supplement other metrics used by management to internally evaluate its businesses, and facilitate the comparison of past and present operations. These non-GAAP measures may not be comparable to similar measures used by other companies and may exclude certain nondiscretionary expenses and cash payments.

OFF-BALANCE SHEET ARRANGEMENTS
AND CONTRACTUAL OBLIGATIONS

The Company does not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as variable interest entities. Transactions with related parties are in the ordinary course of business, conducted at an arm’s length basis, and not material to the Company’s results of operations, financial condition, or cash flows.

The following table summarizes the Company’s contractual obligations at April 30, 2010.

									More
			Less		One		Three		Than
			Than		to Three		to Five		Five
(Dollars in millions)	Total		One Year		Years		Years		Years
Debt obligations	$	910.0	$	10.0	$	—	$	200.0	$	700.0
Operating lease obligations		122.9		27.5		51.5		28.5		15.4
Purchase obligations		1,142.8		980.8		162.0		—		—
Other noncurrent liabilities		150.5		—		—		—		150.5
Total	$	2,326.2	$	1,018.3	$	213.5	$	228.5	$	865.9

Purchase obligations in the above table include agreements to purchase goods or services that are enforceable and legally binding on the Company. Included in this category are certain obligations related to normal, ongoing purchase obligations in which the Company has guaranteed payment to ensure availability of raw materials and packaging supplies. The Company expects to receive consideration for these purchase obligations in the form of materials. The purchase obligations in the above table do not represent the entire anticipated purchases in the future, but represent only those items for which the Company is contractually obligated. The table excludes the liability for unrecognized tax benefits under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 740, Income Taxes (“ASC 740”), since the Company is unable to reasonably estimate the timing of cash settlements with the respective taxing authorities. As of April 30, 2010, the Company’s liability for unrecognized tax benefits and tax-related net interest and penalties was $15.3 million and $2.3 million, respectively.

25

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that in certain circumstances affect amounts reported in the accompanying consolidated financial statements. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. The Company does not believe there is a great likelihood that materially different amounts would be reported under different conditions or using different assumptions related to the accounting policies described below. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates.

Revenue Recognition. The Company recognizes revenue when all of the following criteria have been met: a valid customer order with a determinable price has been received; the product has been shipped and title has transferred to the customer; there is no further significant obligation to assist in the resale of the product; and collectibility is reasonably assured. A provision for estimated returns and allowances is recognized as a reduction of sales at the time revenue is recognized.

Trade Marketing and Merchandising Programs. In order to support the Company’s products, various promotional activities are conducted through the retail trade, distributors, or directly with consumers, including in-store display and product placement programs, feature price discounts, coupons, and other similar activities. The Company regularly reviews and revises, when it deems necessary, estimates of costs to the Company for these promotional programs based on estimates of what will be redeemed by the retail trade, distributors, or consumers. These estimates are made using various techniques including historical data on performance of similar promotional programs. Differences between estimated expense and actual performance are recognized as a change in management’s estimate in a subsequent period. As the Company’s total promotional expenditures, including amounts classified as a reduction of net sales, represented approximately 26 percent of net sales in 2010, the likelihood exists of materially different reported results if factors such as the level and success of the promotional programs or other conditions differ from expectations.

Income Taxes. The future tax benefit arising from the net deductible temporary differences and tax carryforwards is approximately $107.3 million and $94.7 million, at April 30, 2010 and 2009, respectively. Management believes that the Company’s earnings during the periods when the temporary differences become deductible will be sufficient to realize the related future income tax benefits. For those jurisdictions where the expiration date of tax carryforwards or the projected operating results of the Company indicate that realization is not likely, a valuation allowance has been provided.

In assessing the need for a valuation allowance, the Company estimates future taxable income, considering the viability of ongoing tax planning strategies and the probable recognition of future tax deductions and loss carryforwards. Valuation allowances related to deferred tax assets can be affected by changes in tax laws, statutory tax rates, and projected future taxable income levels. Changes in estimated realization of deferred tax assets would result in an adjustment to income in the period in which that determination is made.

In the ordinary course of business, the Company is exposed to uncertainties related to tax filing positions and periodically assesses these tax positions for all tax years that remain subject to examination, based upon the latest information available. For uncertain tax positions, the Company has recognized tax reserves, including any applicable interest and penalty charges, in accordance with ASC 740.

Long-Lived Assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net cash flows estimated to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds the fair value of the assets. However, determining fair value is subject to estimates of both cash flows and discount rates and different estimates could yield different results. There are no events or changes in circumstances of which management is aware indicating that the carrying value of the Company’s long-lived assets may not be recoverable.

Goodwill and Other Indefinite-Lived Intangible Assets. The Company is required to test goodwill for impairment annually and more often if indicators of impairment exist. To test for goodwill impairment, the Company estimates the fair value of each of its reporting units using both a discounted cash flow valuation technique and a market-based approach. The impairment test incorporates the Company’s estimates of future cash flows, allocations of certain assets, liabilities, and cash flows among reporting units, future growth rates, terminal value amounts, and the applicable weighted-average cost of capital used to discount those estimated cash flows. The estimates and projections used in the calculation of fair value are consistent with the Company’s current and long-range plans, including anticipated changes in market conditions, industry trends, growth rates, and planned capital expenditures. Changes in forecasted operations and other estimates and assumptions could impact the assessment of impairment in the future.

26

At April 30, 2010, goodwill totaled $2.8 billion. Goodwill is substantially concentrated within the U.S. Retail Coffee Market, U.S. Retail Consumer Market, and U.S. Retail Oils and Baking Market segments. No goodwill impairment was recognized as a result of the annual evaluation performed as of February 1, 2010. The fair value of each reporting unit was substantially in excess of its carrying value as of the annual test date, with the exception of the U.S. Retail Oils and Baking Market segment. A sensitivity analysis was performed for this reporting unit, which increased the discount rate by 50 basis points and decreased the expected long-term growth rate by 50 basis points, and still yielded a fair value which exceeded carrying value.

The Company’s other indefinite-lived intangible assets, mainly trademarks, are also tested for impairment annually and whenever events or changes in circumstances indicate their carrying value may not be recoverable. To test these assets for impairment, the Company estimates the fair value of each asset based on a discounted cash flow model using various inputs, including projected revenues, an assumed royalty rate, and a discount rate. Changes in these estimates and assumptions could impact the assessment of impairment in the future.

At April 30, 2010, other indefinite-lived intangible assets totaled $1.8 billion. The Company has eight trademarks which represent several of its leading, iconic brands and comprise more than 95 percent of the total carrying value of its other indefinite-lived intangible assets. Each of these trademarks had a fair value substantially in excess of its carrying value as of the annual test date, with the exception of the recently acquired Folgers trademark. Management has concluded that the risk of impairment related to this trademark was remote at April 30, 2010.

Pension and Other Postretirement Benefit Plans. To determine the Company’s ultimate obligation under its defined benefit pension plans and other postretirement benefit plans, management must estimate the future cost of benefits and attribute that cost to the time period during which each covered employee works. Various actuarial assumptions must be made in order to predict and measure costs and obligations many years prior to the settlement date, the most significant being the interest rates used to discount the obligations of the plans, the long-term rates of return on the plans’ assets, assumed pay increases, and the health care cost trend rates. Management, along with third-party actuaries and investment managers, reviews all of these assumptions on an ongoing basis to ensure that the most reasonable information available is being considered. For 2011 expense recognition, the Company will use a discount rate of 5.8 percent and 5.3 percent for the U.S. and Canadian plans, respectively, and a rate of compensation increase of 4.0 percent for both plans. The Company anticipates using an expected rate of return on plan assets of 7.5 percent for U.S. plans. For the Canadian plans, the Company will use an expected rate of return on plan assets of 6.75 percent for the hourly plan and 7.25 percent for all other plans.

Recovery of Trade Receivables. In the normal course of business, the Company extends credit to customers that satisfy predefined criteria. The Company evaluates the collectibility of trade receivables based on a combination of factors. When aware that a specific customer may be unable to meet its financial obligations, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position, the Company records a specific reserve for bad debt to reduce the related receivable to the amount the Company reasonably believes is collectible. The Company also records reserves for bad debt for all other customers based on a variety of factors, including the length of time the receivables are past due, historical collection experience, and an evaluation of current and projected economic conditions at the balance sheet date. Actual collections of trade receivables could differ from management’s estimates due to changes in future economic or industry conditions or specific customers’ financial conditions.

DERIVATIVE FINANCIAL INSTRUMENTS
AND MARKET RISK

The following discussions about the Company’s market risk disclosures involve forward-looking statements. Actual results could differ from those projected in the forward-looking statements. The Company is exposed to market risk related to changes in interest rates, foreign currency exchange rates, and commodity prices.

Interest Rate Risk. The fair value of the Company’s cash and short-term investment portfolio at April 30, 2010, approximates carrying value. Exposure to interest rate risk on the Company’s long-term debt is mitigated since it is at a fixed rate until maturity. Based on the Company’s overall interest rate exposure as of and during the year ended April 30, 2010, including derivative and other instruments sensitive to interest rates, a hypothetical 10 percent movement in interest rates would not materially affect the Company’s results of operations. Interest rate risk can also be measured by estimating the net amount by which the fair value of the Company’s financial liabilities would change as a result of movements in interest rates. Based on a hypothetical one-percentage point decrease in interest rates at April 30, 2010, the fair value of the Company’s long-term debt would increase by approximately $35.8 million.

Foreign Currency Exchange Risk. The Company has operations outside the U.S. with foreign currency denominated assets and liabilities, primarily in Canada. Because the Company has foreign currency denominated assets and liabilities, financial exposure may result, primarily from the timing of transactions and the movement of exchange rates. The foreign currency balance sheet

27

exposures as of April 30, 2010, are not expected to result in a significant impact on future earnings or cash flows.

The Company utilizes foreign currency exchange forwards and options contracts to manage the price volatility of foreign currency exchange fluctuations on future cash transactions. The contracts generally have maturities of less than one year. The mark-to-market gains and losses on qualifying hedges are included as a component of other comprehensive income, and reclassified to earnings in the period the contract is executed. The ineffective portion of these contracts is immediately recognized in earnings. Instruments currently used to manage foreign currency exchange exposures do not meet the requirements for hedge accounting treatment and the change in value of these instruments is immediately recognized in cost of products sold. Based on the Company’s hedged foreign currency positions as of April 30, 2010, a hypothetical 10 percent change in exchange rates would result in a loss of fair value of approximately $4.3 million.

Revenues from customers outside the U.S. represented 10 percent of net sales during 2010. Thus, certain revenues and expenses have been, and are expected to be, subject to the effect of foreign currency fluctuations, and these fluctuations may have an impact on operating results.

Commodity Price Risk. Raw materials and other commodities used by the Company are subject to price volatility caused by supply and demand conditions, political and economic variables, and other unpredictable factors. To manage the volatility related to anticipated commodity purchases, the Company uses futures and options with maturities generally less than one year. Certain of these instruments are designated as cash flow hedges.

The mark-to-market gains or losses on qualifying hedges are included in other comprehensive income to the extent effective, and reclassified into cost of products sold in the period during which the hedged transaction affects earnings. The mark-to-market gains or losses on nonqualifying, excluded, and ineffective portions of hedges are recognized in cost of products sold immediately.

The following sensitivity analysis presents the Company’s potential loss of fair value resulting from a hypothetical 10 percent change in market prices.

	Year Ended April 30,
(Dollars in thousands)	2010		2009
Raw material commodities:
High	$	21,207	$	16,374
Low		2,330		3,949
Average		11,643		9,785

Fair value was determined using quoted market prices and was based on the Company’s net derivative position by commodity at each quarter end during the fiscal year. The calculations are not intended to represent actual losses in fair value that the Company expects to incur. In practice, as markets move, the Company actively manages its risk and adjusts hedging strategies as appropriate. The commodities hedged have a high inverse correlation to price changes of the derivative commodity instrument; thus, the Company would expect that any gain or loss in the fair value of its derivatives would generally be offset by an increase or decrease in the fair value of the underlying exposures.

28

FORWARD-LOOKING STATEMENTS

Certain statements included in this Annual Report contain forward-looking statements within the meaning of federal securities laws. The forward-looking statements may include statements concerning the Company’s current expectations, estimates, assumptions, and beliefs concerning future events, conditions, plans, and strategies that are not historical fact. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “expects,” “anticipates,” “believes,” “will,” “plans,” and similar phrases.

Federal securities laws provide a safe harbor for forward-looking statements to encourage companies to provide prospective information. The Company is providing this cautionary statement in connection with the safe harbor provisions. Readers are cautioned not to place undue reliance on any forward-looking statements as such statements are by nature subject to risks, uncertainties, and other factors, many of which are outside of the Company’s control and could cause actual results to differ materially from such statements and from the Company’s historical results and experience. These risks and uncertainties include, but are not limited to, those set forth under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K, as well as the following:

• volatility of commodity markets from which raw materials, particularly green coffee beans, wheat, soybean oil, milk, and peanuts, are procured and the related impact on costs;

• risks associated with hedging, derivative, and purchasing strategies employed by the Company to manage commodity pricing risks, including the risk that such strategies could result in significant losses and adversely impact the Company’s liquidity;

• crude oil price trends and their impact on transportation, energy, and packaging costs;

• the ability to successfully implement price changes;

• the success and cost of introducing new products and the competitive response;

• the success and cost of marketing and sales programs and strategies intended to promote growth in the Company’s businesses;

• general competitive activity in the market, including competitors’ pricing practices and promotional spending levels;

• the successful completion of the Company’s restructuring programs, and the ability to realize anticipated savings and other potential benefits within the time frames currently contemplated;

• the impact of food safety concerns involving either the Company or its competitors’ products;

• the impact of accidents, including the Gulf of Mexico oil spill, and natural disasters, including crop failures and storm damage;

• the concentration of certain of the Company’s businesses with key customers and suppliers and the ability to manage and maintain key relationships;

• the loss of significant customers or a substantial reduction in orders from these customers or the bankruptcy of any such customer;

• changes in consumer coffee preferences, and other factors affecting the coffee business, which represents a substantial portion of the Company’s business;

• the ability of the Company to obtain any required financing;

• the timing and amount of the Company’s capital expenditures, restructuring costs, and merger and integration costs;

• impairments in the carrying value of goodwill, other intangible assets, or other long-lived assets or changes in useful lives of other intangible assets;

• the impact of future legal, regulatory, or market measures regarding climate change;

• the outcome of current and future tax examinations, changes in tax laws and other tax matters, and their related impact on the Company’s tax positions;

• foreign currency and interest rate fluctuations;

• political or economic disruption;

• other factors affecting share prices and capital markets generally; and

• the other factors described under “Risk Factors” in registration statements filed by the Company with the Securities and Exchange Commission and in the other reports and statements filed by the Company with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and proxy materials.

Readers are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented in this Annual Report. The Company does not assume any obligation to update or revise these forward-looking statements to reflect new events or circumstances.

29

Report of Management on Internal Control Over Financial Reporting

Shareholders
The J. M. Smucker Company

Management of The J.M. Smucker Company is responsible for establishing and maintaining adequate accounting and internal control systems over financial reporting for the Company. The Company’s internal control system is designed to provide reasonable assurance that the Company has the ability to record, process, summarize, and report reliable financial information on a timely basis.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2010. In making this assessment, management used the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“the COSO criteria”).

Based on the Company’s assessment of internal control over financial reporting under the COSO criteria, management concluded the Company’s internal control over financial reporting was effective as of April 30, 2010.

Ernst & Young LLP, independent registered public accounting firm, audited the effectiveness of the Company’s internal control ever financial reporting as of April 30, 2010, and their report thereon is included on page 31 of this report.

Timothy P. Smucker	Richard K. Smucker	Mark R. Belgya
Chairman of the Board	Executive Chairman	Senior Vice President and
and Co-Chief Executive Officer	and Co-Chief Executive Officer	Chief Financial Officer

Report of Management on Responsibility for Financial Reporting

Shareholders
The J.M. Smucker Company

Management of The J.M. Smucker Company is responsible for the preparation, integrity, accuracy, and consistency of the consolidated financial statements and the related financial information in this report. Such information has been prepared in accordance with U.S. generally accepted accounting principles and is based on our best estimates and judgments.

The Company maintains systems of internal accounting controls supported by formal policies and procedures that are communicated throughout the Company. There is a program of audits performed by the Company’s internal audit staff designed to evaluate the adequacy of and adherence to these controls, policies, and procedures.

Ernst & Young LLP, independent registered public accounting firm, has audited the Company’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Management has made all financial records and related data available to Ernst & Young LLP during its audit.

The Company’s audit committee, comprised of three nonemployee members of the Board of Directors, meets regularly with the independent registered public accounting firm and management to review the work of the internal audit staff and the work, audit scope, timing arrangements, and fees of the independent registered public accounting firm. The audit committee also regularly satisfies itself as to the adequacy of controls, systems, and financial records. The manager of the internal audit department is required to report directly to the chair of the audit committee as to internal audit matters.

It is the Company’s best judgment that its policies and procedures its program of internal and independent audits, and the oversight activity of the audit committee work together to provide reasonable assurance that the operations of the Company are conducted according to law and in compliance with the high standards of business ethics and conduct to which the Company subscribes.

Timothy P. Smucker	Richard K. Smucker	Mark R. Belgya
Chairman of the Board	Executive Chairman	Senior Vice President and
and Co-Chief Executive Officer	and Co-Chief Executive Officer	Chief Financial Officer

30

Report of Independent Registered Public Accounting Firm on
Internal Control Over Financial Reporting

Board of Directors and Shareholders
The J. M. Smucker Company

We have audited The J.M. Smucker Company’s internal control over financial reporting as of April 30, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“the COSO criteria”). The J.M. Smucker Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, The J.M. Smucker Company maintained, in all material respects, effective internal control over financial reporting as of April 30, 2010, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of The J.M. Smucker Company as of April 30, 2010 and 2009, and the related statements of consolidated income, shareholders’ equity, and cash flows for each of the three years in the period ended April 30, 2010, and our report dated June 21, 2010, expressed an unqualified opinion thereon.

Akron, Ohio
June 21, 2010

31

Report of Independent Registered Public Accounting Firm on the
Consolidated Financial Statements

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, 2010 and 2009, and the related statements of consolidated income, shareholders’ equity, and cash flows for each of the three years in the period ended April 30, 2010. 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 the standards of the Public Company Accounting Oversight Board (United States). 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, 2010 and 2009, and the consolidated results of its operations and its cash flows for each of the three years in the period ended April 30, 2010, in conformity with U.S. generally accepted accounting principles.

As discussed in Note N, effective May 1, 2007, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, as codified in Accounting Standards Codification Topic 740.

We also have audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of The J.M. Smucker Company’ s internal control over financial reporting as of April 30, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 21, 2010, expressed an unqualified opinion thereon.

Akron, Ohio
June 21, 2010

32

Statements of Consolidated Income
The J. M. Smucker Company

	Year Ended April 30,
(Dollars in thousands, except per share data)		2010			2009			2008
Net sales		$	4,605,289		$	3,757,933		$	2,524,774
Cost of products sold			2,814,729			2,506,504			1,741,100
Cost of products sold — restructuring			3,870			—			1,510
Gross Profit			1,786,690			1,251,429			782,164
Selling, distribution, and administrative expenses			878,221			673,565			486,592
Amortization			73,657			38,823			4,073
Impairment charges			11,658			1,491			—
Merger and integration costs			33,692			72,666			7,967
Other restructuring costs			1,841			10,229			3,237
Other operating (income) expense — net			(2,309	)		3,624			(3,879	)
Operating Income			789,930			451,031			284,174
Interest income			2,793			6,993			13,259
Interest expense			(65,187	)		(62,478	)		(42,145	)
Other income (expense) — net			3,217			519			(500	)
Income Before Income Taxes			730,753			396,065			254,788
Income taxes			236,615			130,112			84,409
Net Income		$	494,138		$	265,953		$	170,379
Earnings per common share:
Net Income		$	4.15		$	3.11		$	3.01
Net Income — Assuming Dilution		$	4.15		$	3.11		$	3.00

33

Consolidated Balance Sheets
The J. M. Smucker Company

— ASSETS —

	April 30,
(Dollars in thousands)	2010			2009
Current Assets
Cash and cash equivalents	$	283,570		$	456,693
Trade receivables, less allowance for doubtful accounts		238,867			266,037
Inventories:
Finished products		413,269			441,033
Raw materials		241,670			162,893
		654,939			603,926
Other current assets		46,254			72,235
Total Current Assets		1,223,630			1,398,891
Property, Plant, and Equipment
Land and land improvements		62,982			51,131
Buildings and fixtures		308,358			273,343
Machinery and equipment		997,374			901,614
Construction in progress		31,426			48,593
		1,400,140			1,274,681
Accumulated depreciation		(541,827	)		(436,248	)
Total Property, Plant, and Equipment		858,313			838,433
Other Noncurrent Assets
Goodwill		2,807,730			2,791,391
Other intangible assets, net		3,026,515			3,098,976
Other noncurrent assets		58,665			64,470
Total Other Noncurrent Assets		5,892,910			5,954,837
	$	7,974,853		$	8,192,161

34

— LIABILITIES AND SHAREHOLDERS’ EQUITY —

	April 30,
(Dollars in thousands)	2010			2009
Current Liabilities
Accounts payable	$	179,509		$	198,954
Accrued compensation		60,080			61,251
Accrued trade marketing and merchandising		52,536			54,281
Income taxes		75,977			17,690
Dividends payable		47,648			41,448
Current portion of long-term debt		10,000			276,726
Notes payable		—			350,000
Other current liabilities		53,147			60,886
Total Current Liabilities		478,897			1,061,236
Noncurrent Liabilities
Long-term debt		900,000			910,000
Defined benefit pensions		86,968			66,401
Postretirement benefits other than pensions		45,592			38,182
Deferred income taxes		1,101,506			1,145,808
Other noncurrent liabilities		35,570			30,603
Total Noncurrent Liabilities		2,169,636			2,190,994
Shareholders’ Equity
Serial preferred shares — no par value: Authorized — 3,000,000 shares; outstanding — none		—			—
Common shares — no par value: Authorized — 150,000,000 shares; outstanding — 119,119,152 in 2010 and 118,422,123 in 2009 (net of 9,485,013 and 10,179,989 treasury shares, respectively), at stated value		29,780			29,606
Additional capital		4,575,127			4,547,921
Retained income		746,063			424,504
Amount due from ESOP Trust		(4,069	)		(4,830	)
Accumulated other comprehensive loss		(20,581	)		(57,270	)
Total Shareholders’ Equity		5,326,320			4,939,931
	$	7,974,853		$	8,192,161

See notes to consolidated financial statements.

35

Statements of Consolidated Cash Flows
The J. M. Smucker Company

	Year Ended April 30,
(Dollars in thousands)	2010			2009			2008
Operating Activities
Net income	$	494,138		$	265,953		$	170,379
Adjustments to reconcile net income to net cash provided by operations:
Depreciation		108,225			79,450			58,497
Amortization		73,657			38,823			4,073
Impairment charges		11,658			1,491			—
Share-based compensation expense		25,949			22,105			11,531
Restructuring charges		3,870			9,093			1,510
(Gain) loss on sale of assets — net		(7,831	)		2,165			1,494
Deferred income tax (benefit) expense		(39,320	)		25,525			18,215
Changes in assets and liabilities, net of effect from businesses acquired:
Trade receivables		31,521			(78,631	)		(17,599	)
Inventories		(46,160	)		34,669			(35,022	)
Other current assets		3,461			38,792			(16,208	)
Accounts payable and accrued items		(34,620	)		67,883			6,988
Defined benefit pension contributions		(4,436	)		(34,665	)		(3,538	)
Income taxes		55,449			22,941			(22,302	)
Other — net		37,917			(48,601	)		4,900
Net Cash Provided by Operating Activities		713,478			446,993			182,918
Investing Activities
Businesses acquired, net of cash acquired		—			(77,335	)		(220,949	)
Additions to property, plant, and equipment		(136,983	)		(108,907	)		(76,430	)
Proceeds from sale of businesses		19,554			—			3,407
Purchase of marketable securities		—			—			(229,405	)
Sale and maturities of marketable securities		13,519			3,013			257,536
Proceeds from disposal of property, plant, and equipment		205			800			135
Other — net		(738	)		5,448			(177	)
Net Cash Used for Investing Activities		(104,443	)		(176,981	)		(265,883	)
Financing Activities
Repayment of bank note payable		(350,000	)		—			—
Repayments of long-term debt		(275,000	)		—			(148,000	)
Proceeds from long-term debt		—			400,000			400,000
Quarterly dividends paid		(166,224	)		(110,668	)		(68,074	)
Special dividends paid		—			(274,208	)		—
Purchase of treasury shares		(5,569	)		(4,025	)		(152,521	)
Proceeds from stock option exercises		6,413			1,976			17,247
Other — net		1,832			(474	)		1,187
Net Cash (Used for) Provided by Financing Activities		(788,548	)		12,601			49,839
Effect of exchange rate changes on cash		6,390			2,539			5,126
Net (decrease) increase in cash and cash equivalents		(173,123	)		285,152			(28,000	)
Cash and cash equivalents at beginning of year		456,693			171,541			199,541
Cash and Cash Equivalents at End of Year	$	283,570		$	456,693		$	171,541

( ) Denotes use of cash

See notes to consolidated financial statements.

36

Statements of Consolidated Shareholders’ Equity

The J. M. Smucker Company

																Accumulated
	Common												Amount			Other			Total
(Dollars in thousands,	Shares			Common			Additional			Retained			Due from			Comprehensive			Shareholders'
except per share data)	Outstanding			Shares			Capital			Income			ESOP Trust			(Loss) Income			Equity
Balance at May 1, 2007		56,779,850		$	14,195		$	1,216,091		$	553,631		$	(6,017	)	$	17,757		$	1,795,657
Net income											170,379									170,379
Foreign currency translation adjustment																	20,861			20,861
Pensions and other postretirement liabilities																	(2,920	)		(2,920	)
Unrealized loss on available-for-sale securities																	(379	)		(379	)
Unrealized gain on cash flow hedging derivatives																	7,293			7,293
Comprehensive Income																				195,234
Purchase of treasury shares		(2,991,920	)		(748	)		(66,075	)		(85,698	)								(152,521	)
Stock plans		834,682			209			20,398												20,607
Cash dividends declared –$1.22 per share											(68,519	)								(68,519	)
Adjustments to initially apply Financial Accounting Standards Board Interpretation No. 48											(2,374	)								(2,374	)
Tax benefit of stock plans								11,231												11,231
Other														538						538
Balance at April 30, 2008		54,622,612			13,656			1,181,645			567,419			(5,479	)		42,612			1,799,853
Net income											265,953									265,953
Foreign currency translation adjustment																	(47,024	)		(47,024	)
Pensions and other postretirement liabilities																	(43,479	)		(43,479	)
Unrealized loss on available-for-sale securities																	(2,798	)		(2,798	)
Unrealized loss on cash flow hedging derivatives																	(6,581	)		(6,581	)
Comprehensive Income																				166,071
Purchase of treasury shares		(81,685	)		(20	)		(3,982	)		(23	)								(4,025	)
Purchase business combination		63,166,532			15,792			3,350,561												3,366,353
Stock plans		714,664			178			17,344												17,522
Cash dividends declared –$6.31 per share											(408,845	)								(408,845	)
Tax benefit of stock plans								2,353												2,353
Other														649						649
Balance at April 30, 2009		118,422,123			29,606			4,547,921			424,504			(4,830	)		(57,270	)		4,939,931
Net income											494,138									494,138
Foreign currency translation adjustment																	45,926			45,926
Pensions and other postretirement liabilities																	(12,313	)		(12,313	)
Unrealized gain on available-for-sale securities																	2,652			2,652
Unrealized gain on cash flow hedging derivatives																	424			424
Comprehensive Income																				530,827
Purchase of treasury shares		(122,483	)		(31	)		(5,383	)		(155	)								(5,569	)
Stock plans		819,512			205			29,584												29,789
Cash dividends declared –$1.45 per share											(172,424	)								(172,424	)
Tax benefit of stock plans								3,005												3,005
Other														761						761
Balance at April 30, 2010		119,119,152		$	29,780		$	4,575,127		$	746,063		$	(4,069	)	$	(20,581	)	$	5,326,320

See notes to consolidated financial statements.

37

Notes to Consolidated Financial Statements

The J. M. Smucker Company

(Dollars in thousands, except per share data)

NOTE A: ACCOUNTING POLICIES

Principles of Consolidation: The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and its majority-owned investments, if any. Intercompany transactions and accounts are eliminated in consolidation.

Use of Estimates: The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates in these consolidated financial statements include: allowances for doubtful trade receivables, estimates of future cash flows associated with assets, asset impairments, useful lives for depreciation and amortization, loss contingencies, net realizable value of inventories, accruals for trade marketing and merchandising programs, income taxes, and the determination of discount and other rate assumptions for defined benefit pension and other postretirement benefit expenses. Actual results could differ from these estimates.

Revenue Recognition: The Company recognizes revenue, net of estimated returns and allowances, when all of the following criteria have been met: a valid customer order with a determinable price has been received; the product has been shipped and title has transferred to the customer; there is no further significant obligation to assist in the resale of the product; and collectibility is reasonably assured.

Major Customer: Sales to Wal-Mart Stores, Inc. and subsidiaries amounted to approximately 27 percent, 24 percent, and 20 percent of net sales in 2010, 2009, and 2008, respectively. These sales are primarily included in the three U.S. retail market segments. No other customer exceeded 10 percent of net sales for any year. Trade receivables at April 30, 2010 and 2009, included amounts due from Wal-Mart Stores, Inc. and subsidiaries of $61,176 and $73,196, respectively.

Shipping and Handling Costs: Shipping and handling costs are included in cost of products sold.

Trade Marketing and Merchandising Programs: In order to support the Company’s products, various promotional activities are conducted through the retail trade, distributors, or directly with consumers, including in-store display and product placement programs, feature price discounts, coupons, and other similar activities. The Company regularly reviews and revises, when it deems necessary, estimates of costs to the Company for these promotional programs based on estimates of what will be redeemed by the retail trade, distributors, or consumers. These estimates are made using various techniques including historical data on performance of similar promotional programs. Differences between estimated expense and actual performance are recognized as a change in management’s estimate in a subsequent period. As the Company’s total promotional expenditures, including amounts classified as a reduction of net sales, represented approximately 26 percent of net sales in 2010, a likelihood exists of materially different reported results if factors such as the level and success of the promotional programs or other conditions differ from expectations.

Advertising Expense: Advertising costs are expensed as incurred. Advertising expense was $130,583, $77,363, and $55,522 in 2010, 2009, and 2008, respectively.

Research and Development Costs: Total research and development costs, including product formulation costs, were $20,963, $14,498, and $9,547 in 2010, 2009, and 2008, respectively.

Share-Based Payments: Compensation expense is recognized over the requisite service period, which includes a one-year performance period plus the defined forfeiture period, which is typically four years of service or the attainment of a defined age and years of service. Compensation expense recognized related to share-based awards was $25,949, $22,105, and $11,531 in 2010, 2009, and 2008, respectively. Of the total compensation expense for share-based awards recognized, $5,262 and $8,062 are included in merger and integration costs in the Statements of Consolidated Income in 2010 and 2009, respectively. There was no compensation expense related to share-based awards recognized in merger and integration costs in 2008. The related tax benefit recognized in the Statements of Consolidated Income was $8,402, $7,261, and $3,820 in 2010, 2009, and 2008, respectively.

As of April 30, 2010, total compensation cost related to nonvested share-based awards not yet recognized was approximately $36,286. The weighted-average period over which this amount is expected to be recognized is approximately three years.

Corporate income tax benefits realized upon exercise or vesting of an award in excess of that previously recognized in earnings, referred to as excess tax benefit, are presented in the Statements of Consolidated Cash Flows as a financing activity. Realized excess tax benefits are credited to additional capital in the Consolidated Balance Sheets. Realized shortfall tax benefits, amounts which are less than that previously recognized in earnings, are first offset against the cumulative balance of excess tax benefits, if any, and then charged directly

38

to income tax expense. For 2010, 2009, and 2008, the actual tax deductible benefit realized from share-based compensation was $3,005, $2,353, and $11,231, including $2,908, $2,372, and $11,107, respectively, of excess tax benefits realized upon exercise or vesting of share-based compensation, and classified as other-net under financing activities in the Statements of Consolidated Cash Flows.

Income Taxes: The Company accounts for income taxes using the liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. A tax benefit is recognized when it is more likely than not to be sustained.

Cash and Cash Equivalents: The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents.

Trade Receivables: In the normal course of business, the Company extends credit to customers. Trade receivables, less allowance for doubtful accounts, reflect the net realizable value of receivables and approximate fair value. In the domestic markets, the Company’s products are sold primarily to food retailers, food wholesalers, drug stores, club stores, mass merchandisers, discount and dollar stores, and military commissaries. The Company’s operations outside the U.S. are principally in Canada where the Company’s products are primarily sold to a concentration of food retailers and other retail and foodservice channels similar to those in domestic markets. The Company believes there is no concentration of risk with any single customer whose failure or nonperformance would materially affect the Company’s results other than as discussed in Major Customer. On a regular basis, the Company evaluates its trade receivables and establishes an allowance for doubtful accounts based on a combination of specific customer circumstances, credit conditions, and historical write-offs and collections. A receivable is considered past due if payments have not been received within the agreed upon invoice terms. The allowance for doubtful accounts at April 30, 2010 and 2009, was $1,521 and $2,001, respectively. Trade receivables are charged off against the allowance after management determines the potential for recovery is remote.

Inventories: Inventories are stated at the lower of cost or market. Cost for all inventories is determined using the first-in, first-out method.

The cost of finished products and work-in-process inventory includes materials, direct labor, and overhead. Work-in-process is included in finished products in the Consolidated Balance Sheets and was $49,214 and $47,209 at April 30, 2010 and 2009. Coffee work-in-process at April 30, 2009, was reclassified to conform to the current year classification within finished products.

Derivative Financial Instruments: The Company utilizes derivative instruments such as basis contracts, commodity futures and options contracts, and foreign currency forwards and options contracts to manage exposure to changes in commodity prices and foreign currency exchange rates. The Company accounts for these derivative instruments in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires that all derivative instruments be recognized in the financial statements and measured at fair value regardless of the purpose or intent for holding them. For derivatives designated as a cash flow hedge that are used to hedge an anticipated transaction, changes in fair value are deferred and recognized in shareholders’ equity as a component of accumulated other comprehensive (loss) income to the extent the hedge is effective and then recognized in the Statements of Consolidated Income in the period during which the hedged transaction affects earnings. Hedge effectiveness is measured at inception and on a monthly basis. Any ineffectiveness associated with the hedge or changes in fair value of derivatives that are nonqualifying are recognized immediately in the Statements of Consolidated Income. By policy, the Company historically has not entered into derivative financial instruments for trading purposes or for speculation. For additional information, see Note L: Derivative Financial Instruments.

Property, Plant, and Equipment: Property, plant, and equipment are recognized at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets (3 to 20 years for machinery and equipment, 3 to 7 years for capitalized software costs, and 10 to 40 years for buildings, fixtures, and improvements).

The Company leases certain land, buildings, and equipment for varying periods of time, with renewal options. Rent expense in 2010, 2009, and 2008 totaled $55,010, $36,547, and $23,902, respectively.

Impairment of Long-Lived Assets: In accordance with FASB Accounting Standards Codification 360, Property, Plant, and Equipment, long-lived assets, except goodwill and indefinite-lived intangible assets, are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying

39

amount of the assets to future net cash flows estimated by the Company to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of by sale are recognized as held for sale at the lower of carrying value or estimated net realizable value.

Goodwill and Other Intangible Assets: Goodwill is the excess of the purchase price paid over the fair value of the net assets of the business acquired. In accordance with FASB Accounting Standards Codification 350, Intangibles — Goodwill and Other, goodwill and other indefinite-lived intangible assets are not amortized but are reviewed at least annually for impairment. The Company conducts its annual test for impairment of goodwill and other indefinite-lived intangible assets as of February 1 of each year. A discounted cash flow valuation technique and a market-based approach are utilized to estimate the fair value of the Company’s reporting units. For annual impairment testing purposes, the Company’s reporting units are its operating segments. The discount rates utilized in the analysis are developed using a weighted-average cost of capital methodology. In addition to the annual test, the Company will test for impairment if events or circumstances occur that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. For additional information, see Note F: Goodwill and Other Intangible Assets.

Marketable Securities and Other Investments: Under the Company’s investment policy, it may invest in debt securities deemed to be investment grade at the time of purchase for general corporate purposes. The Company determines the appropriate categorization of debt securities at the time of purchase and reevaluates such designation at each balance sheet date. At April 30, 2009, the Company categorized all debt securities as available for sale because it had the intent to convert these investments into cash if and when needed. Classification of these available-for-sale marketable securities as current or noncurrent was based on whether the conversion to cash was expected to be necessary for operations in the upcoming year, which was consistent with the security’s maturity date.

Securities categorized as available for sale are stated at fair value, with unrealized gains and losses reported as a component of accumulated other comprehensive (loss) income. The fair value of available-for-sale marketable securities included in other noncurrent assets was $12,813 at April 30, 2009. Included in accumulated other comprehensive (loss) income at April 30, 2009, was an unrealized loss of $706. In 2010, these available-for-sale marketable securities were sold. Approximately $13,519, $3,013, and $257,536 of proceeds have been realized upon maturity or sale of available-for-sale marketable securities in 2010, 2009, and 2008, respectively. The Company uses specific identification to determine the basis on which securities are sold.

The Company also maintains funds for the payment of benefits associated with nonqualified retirement plans. These funds include investments considered to be available-for-sale marketable securities. At April 30, 2010 and 2009, the fair value of these investments included in other noncurrent assets was $34,895 and $29,273, respectively. Included in accumulated other comprehensive (loss) income at April 30, 2010 and 2009, was an unrealized gain of $693 and an unrealized loss of $2,763, respectively.

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 component of shareholders’ equity in accumulated other comprehensive (loss) income.

Recently Issued Accounting Standards: In January 2010, the FASB issued Accounting Standards Update 2010-06, Improving Disclosures about Fair Value Measurements (“ASU 2010-06”), which requires additional disclosures about fair value measurements including transfers in and out of different levels of the fair value hierarchy and a higher level of disaggregation for different types of financial instruments. These disclosure requirements are effective April 30, 2010, for the Company. In addition, for the reconciliation of Level 3 fair value measurements, ASU 2010-06 requires information about purchases, sales, issuances, and settlements to be presented separately. These disclosure requirements are effective April 30, 2011, for the Company.

Risks and Uncertainties: The Company insures its business and assets in each country against insurable risks, to the extent that it deems appropriate, based upon an analysis of the relative risks and costs.

40

The raw materials used by the Company in each of its segments are primarily commodities and agricultural-based products. Glass, plastic, steel cans, caps, carton board, and corrugate are the principle packaging materials used by the Company. The fruit and vegetable raw materials used by the Company in the production of its food products are purchased from independent growers and suppliers. Green coffee, peanuts, edible oils, sweeteners, milk, flour, corn, and other ingredients are obtained from various suppliers. The cost of many of these commodities have fluctuated, and may continue to fluctuate, over time. Green coffee is sourced solely from foreign countries and its supply and price are subject to high volatility due to factors such as weather, pest damage, and political and economic conditions in the source countries. Raw materials are generally available from numerous sources although the Company has elected to source certain plastic packaging materials from single sources of supply pursuant to long-term contracts. While availability may vary year-to-year, the Company believes that it will continue to be able to obtain adequate supplies and that alternatives to single-sourced materials are available. The Company has not historically encountered shortages of key raw materials. The Company considers its relationships with key material suppliers to be good.

Approximately 32 percent of the Company’s employees, located at 10 facilities, are covered by union contracts. The contracts vary in term depending on the location with two contracts expiring in 2011.

Reclassifications: Certain prior year amounts have been reclassified to conform to current year classifications.

NOTE B: MERGERS AND ACQUISITIONS

On November 6, 2008, the Company merged The Folgers Coffee Company (“Folgers”), previously a subsidiary of The Procter & Gamble Company (“P&G”), with a wholly-owned subsidiary of the Company. Under the terms of the agreement, P&G distributed the Folgers common shares to electing P&G shareholders in a tax-free transaction, which was immediately followed by the conversion of Folgers common stock into Company common shares. As a result of the merger, Folgers became a wholly-owned subsidiary of the Company. In the merger, P&G shareholders received approximately 63.2 million common shares of the Company valued at approximately $3,366.4 million based on the average closing price of the Company’s common shares for the period beginning two trading days before and concluding two trading days after the announcement of the transaction on June 4, 2008. After the closing of the transaction on November 6, 2008, the Company had approximately 118.0 million common shares outstanding. As part of the transaction, the Company’s debt obligations increased by $350.0 million as a result of Folgers’ variable rate bank debt. In addition, on October 23, 2008, the Company issued $400.0 million in Senior Notes with a weighted-average interest rate of 6.6 percent. A portion of the proceeds was used to fund the payment of a $5.00 per share one-time special dividend on the Company’s common shares, totaling approximately $274.2 million, on October 31, 2008.

The transaction with Folgers, a leading producer of retail packaged coffee products in the U.S., is consistent with the Company’s strategy to own and market number one brands in North America. For accounting purposes, the Company was the acquiring enterprise. The merger was accounted for as a purchase business combination. Accordingly, the results of the Folgers business are included in the Company’s consolidated financial statements from the date of the merger. The aggregate purchase price was approximately $3,735.8 million, including $19.4 million of capitalized transaction-related expenses and $350.0 million of Folgers’ debt. In addition, the Company incurred costs of $96.7 million to date that were directly related to the merger and integration of Folgers. Due to the nature of these costs, they were expensed as incurred. Total transaction costs of $116.1 million incurred to date include approximately $13.3 million of noncash compensation expense.

The Folgers purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of merger. The Company determined the estimated fair values based on independent appraisals, discounted cash flow analyses, quoted market prices, and estimates made by management. To the extent the purchase price exceeded the estimated fair value of the net identifiable tangible and intangible assets acquired, such excess was allocated to goodwill.

41

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the transaction date.

Assets acquired:
Current assets	$	300,781
Property, plant, and equipment		316,851
Intangible assets		2,515,000
Goodwill		1,643,636
Other noncurrent assets		4,278
Total assets acquired	$	4,780,546
Liabilities assumed:
Current liabilities	$	85,795
Deferred tax liabilities		955,235
Other noncurrent liabilities		3,750
Total liabilities assumed	$	1,044,780
Net assets acquired	$	3,735,766

Folgers goodwill of $1,643.6 million was assigned to the U.S. Retail Coffee Market and Special Markets segments. Of the total goodwill, $1,633.8 million is not deductible for tax purposes.

The purchase price allocated to the identifiable intangible assets acquired is as follows:

Intangible assets with finite lives:
Customer and contractual relationships (20-year weighted-average useful life)	$	1,089,000
Technology (14-year weighted-average useful life)		133,000
Intangible assets with indefinite lives		1,293,000
Total intangible assets	$	2,515,000

The results of the operations of the Folgers business are included in the Company’s consolidated financial statements from the date of the transaction. Had the transaction occurred on May 1, 2008, unaudited, pro forma consolidated results for the year ended April 30, 2009, would have been as follows:

	Year Ended April 30, 2009
Net sales	$	4,684,746
Net income		359,979
Net income per common share — assuming dilution		3.04

The unaudited, pro forma consolidated results are based on the Company’s historical financial statements and those of the Folgers business and do not necessarily indicate the results of operations that would have resulted had the merger been completed at the beginning of the applicable period presented. The unaudited, pro forma consolidated results do not give effect to the synergies of the merger and are not indicative of the results of operations in future periods.

In addition to the Folgers merger, the Company completed a series of other acquisitions during 2009 and 2008, including Knott’s Berry Farm food brand, Europe’s Best, Inc., the Canadian Carnation brand canned milk business, and Eagle Family Foods Holdings, Inc., for aggregate cash consideration of approximately $278.6 million and the assumption of $115.0 million in debt. The results of operations of each of the merged or acquired businesses are included in the Company’s consolidated financial statements from the date of the transaction.

NOTE C: RESTRUCTURING

On March 24, 2010, the Company announced its plan to restructure certain coffee and fruit spreads operations as part of its ongoing efforts to enhance the long-term strength and profitability of its leading brands. The initiative is a long-term investment to optimize production capacity and lower the overall cost structure and includes capital investments for a new state-of-the-art food manufacturing facility in Orrville, Ohio, and consolidation of all coffee production in New Orleans, Louisiana. The program calls for the closing of four

42

of the Company’s plants — Memphis, Tennessee; Ste. Marie, Quebec; Sherman, Texas; and Kansas City, Missouri. Upon completion, the restructuring will result in the reduction of approximately 700 full-time positions.

The Company expects to incur restructuring costs of approximately $190.0 million, of which $5.7 million was recognized in 2010. The balance of the costs will be incurred over the next four fiscal years, with approximately $85.0 million to $90.0 million expected to be recognized in fiscal 2011.

The following table summarizes the restructuring activity, including the reserves established and the total amount expected to be incurred.

							Site Preparation
	Long-Lived			Employee			and Equipment			Production
	Asset Charges			Separation			Relocation			Start-up			Other Costs			Total
Total expected restructuring charge	$	90,000		$	47,000		$	22,000		$	21,000		$	10,000		$	190,000
Balance at May 1, 2009	$	—		$	—		$	—		$	—		$	—		$	—
Charge to expense		3,870			1,139			407			16			279			5,711
Cash payments		—			(50	)		(407	)		(16	)		(279	)		(752	)
Noncash utilization		(3,870	)		—			—			—			—			(3,870	)
Balance at April 30, 2010	$	—		$	1,089		$	—		$	—		$	—		$	1,089
Remaining expected restructuring charge	$	86,130		$	45,861		$	21,593		$	20,984		$	9,721		$	184,289

Approximately $3.9 million of the total restructuring charges of $5.7 million in 2010 was reported in cost of products sold in the accompanying Statements of Consolidated Income, while the remaining charges were reported in other restructuring costs. The restructuring costs classified as cost of products sold consist of long-lived asset charges and were classified as noncash restructuring charges in the Statements of Consolidated Cash Flows. Long-lived asset charges include accelerated depreciation related to property, plant, and equipment that will be used at the affected production facilities until they close or are sold.

Total expected employee separation costs of approximately $47.0 million include severance costs, retention bonuses, and pension costs. Severance costs and retention bonuses are being recognized over the estimated required future service period of the affected employees. The obligation related to employee separation costs is included in accrued compensation in the Consolidated Balance Sheets. For information on the impact of the restructuring plan on the deferred benefit pension and other postretirement plans, see Note G: Pensions and Other Postretirement Benefits.

Other costs include miscellaneous expenditures associated with the Company’s restructuring initiative and are expensed as incurred. These costs include professional fees and other closed facility costs.

The Company incurred total restructuring costs of approximately $10.2 million and $4.7 million in 2009 and 2008, respectively, related to the Company’s divested Canadian businesses. Of the total restructuring charges, approximately $1.5 million was reported in cost of products sold in 2008, and no restructuring charges were reported in cost of products sold in 2009. The restructuring costs classified as noncash restructuring charges in the Statements of Consolidated Cash Flows were approximately $9.1 million and $1.5 million in 2009 and 2008, respectively, and consisted of a noncash defined benefit pension settlement charge and long-lived asset charges. This restructuring program was complete in 2009.

NOTE D: REPORTABLE SEGMENTS

The Company operates in one industry: the manufacturing and marketing of food products. The Company has four reportable segments: U.S. Retail Coffee Market, U.S. Retail Consumer Market, U.S. Retail Oils and Baking Market, and Special Markets. The U.S. Retail Coffee Market segment represents the domestic sales of Folgers, Millstone, and Dunkin’ Donuts branded coffee; the U.S. Retail Consumer Market segment primarily includes domestic sales of Smucker’s, Jif, and Hungry Jack branded products; the U.S. Retail Oils and Baking Market segment includes domestic sales of Crisco, Pillsbury, Eagle Brand, Martha White, and White Lily branded products all to domestic retail customers; and the Special Markets segment is comprised of the Canada, foodservice, natural foods, and international strategic business areas. Special Markets segment products are distributed domestically and in foreign countries through retail channels, foodservice distributors and operators (e.g., restaurants, schools and universities, health care operations), and health and natural foods stores and distributors.

While the Company’s four reportable segments will remain the same in fiscal 2011, the calculation of segment profit will change to include intangible asset amortization and impairment charges related to segment assets, along with certain other charges in each of the segments. These items were previously considered corporate expenses and were not allocated to the segments.

43

The following table sets forth reportable segment and geographical information.

	Year Ended April 30,
	2010			2009			2008
Net sales:
U.S. Retail Coffee Market	$	1,700,458		$	855,571		$	—
U.S. Retail Consumer Market		1,125,280			1,103,264			998,556
U.S. Retail Oils and Baking Market		905,719			995,474			875,991
Special Markets		873,832			803,624			650,227
Total net sales	$	4,605,289		$	3,757,933		$	2,524,774
Segment profit:
U.S. Retail Coffee Market	$	550,786		$	240,971		$	—
U.S. Retail Consumer Market		274,969			249,313			233,201
U.S. Retail Oils and Baking Market		142,161			124,150			99,626
Special Markets		148,768			111,741			92,019
Total segment profit	$	1,116,684		$	726,175		$	424,846
Interest income		2,793			6,993			13,259
Interest expense		(65,187	)		(62,478	)		(42,145	)
Amortization		(73,657	)		(38,823	)		(4,073	)
Impairment charges		(11,658	)		(1,491	)		—
Share-based compensation expense		(20,687	)		(14,043	)		(11,531	)
Restructuring costs		(5,711	)		(10,229	)		(4,747	)
Merger and integration costs		(33,692	)		(72,666	)		(7,967	)
Corporate administrative expenses		(181,132	)		(133,313	)		(115,618	)
Other unallocated income (expense)		3,000			(4,060	)		2,764
Income before income taxes	$	730,753		$	396,065		$	254,788
Net sales:
Domestic	$	4,167,042		$	3,353,362		$	2,199,433
International:
Canada	$	385,870		$	356,300		$	278,447
All other international		52,377			48,271			46,894
Total international	$	438,247		$	404,571		$	325,341
Total net sales	$	4,605,289		$	3,757,933		$	2,524,774
Assets:
Domestic	$	7,591,931		$	7,670,192		$	2,547,609
International:
Canada	$	376,788		$	514,993		$	573,829
All other international		6,134			6,976			8,443
Total international	$	382,922		$	521,969		$	582,272
Total assets	$	7,974,853		$	8,192,161		$	3,129,881
Long-lived assets:
Domestic	$	6,543,440		$	6,406,085		$	1,895,494
International:
Canada	$	207,517		$	386,948		$	457,345
All other international		266			237			835
Total international	$	207,783		$	387,185		$	458,180
Total long-lived assets	$	6,751,223		$	6,793,270		$	2,353,674

Segment profit represents revenue less direct and allocable operating expenses.

44

The following table presents product sales information.

	Year Ended April 30,
	2010			2009			2008
Coffee		40	%		25	%		—	%
Peanut butter		12			14			19
Shortening and oils		8			11			14
Fruit spreads		8			9			13
Baking mixes and frostings		6			8			10
Canned milk		5			7			10
Flour and baking ingredients		5			7			8
Portion control		3			4			5
Juices and beverages		3			3			5
Uncrustables frozen sandwiches		3			3			5
Toppings and syrups		2			3			4
Other		5			6			7
Total		100	%		100	%		100	%

NOTE E: EARNINGS PER SHARE

On May 1, 2009, the Company adopted the two-class method of computing earnings per share as required by Financial Accounting Standards Board Accounting Standards Codification 260, Earnings Per Share (“ASC 260”). ASC 260 provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities and are to be included in the computation of earnings per share under the two-class method described in ASC 260. The Company’s unvested restricted shares contain rights to receive nonforfeitable dividends and are participating securities. All presented prior period earnings per share data has been adjusted to retrospectively reflect the application of the two-class method. The conversion to the two-class method resulted in a reduction of net income per common share for the years ended April 30, 2009 and 2008, of $0.03 and $0.02 per share, respectively. Net income per common share — assuming dilution for the year ended April 30, 2009, decreased $0.01 per share, while net income per common share — assuming dilution for the year ended April 30, 2008, was unchanged.

45

The following table sets forth the computation of net income per common share and net income per common share — assuming dilution.

	Year Ended April 30,
	2010		2009		2008
Computation of net income per share:
Net income	$	494,138	$	265,953	$	170,379
Net income allocated to participating securities		4,321		1,944		1,250
Net income allocated to common stockholders	$	489,817	$	264,009	$	169,129
Weighted-average common shares outstanding		117,911,160		84,823,849		56,226,206
Net income per common share	$	4.15	$	3.11	$	3.01
Computation of net income per share — assuming dilution:
Net income	$	494,138	$	265,953	$	170,379
Net income allocated to participating securities		4,318		1,947		1,247
Net income allocated to common stockholders	$	489,820	$	264,006	$	169,132
Weighted-average common shares outstanding		117,911,160		84,823,849		56,226,206
Dilutive effect of stock options		130,011		98,938		231,682
Weighted-average common shares outstanding — assuming dilution		118,041,171		84,922,787		56,457,888
Net income per common share — assuming dilution	$	4.15	$	3.11	$	3.00

The following table reconciles the weighted-average common shares used in the basic and diluted earnings per share disclosures to the total weighted-average shares outstanding.

	Year Ended April 30,
	2010		2009		2008
Weighted-average common shares outstanding		117,911,160		84,823,849		56,226,206
Weighted-average participating shares outstanding		1,040,274		624,743		415,604
Weighted-average shares outstanding		118,951,434		85,448,592		56,641,810
Dilutive effect of stock options		130,011		98,938		231,682
Weighted-average shares outstanding — assuming dilution		119,081,445		85,547,530		56,873,492

46

NOTE F: GOODWILL AND OTHER INTANGIBLE ASSETS

A summary of changes in the Company’s goodwill during the years ended April 30, 2010 and 2009, by reportable segment is as follows:

	U.S. Retail		U.S. Retail			U.S. Retail
	Coffee		Consumer			Oils and Baking			Special
	Market		Market			Market			Markets			Total
Balance at April 30, 2008	$	—	$	550,825		$	461,223		$	120,428		$	1,132,476
Acquisitions		1,629,873		19,489			—			24,136			1,673,498
Other		—		(631	)		(383	)		(13,569	)		(14,583	)
Balance at April 30, 2009	$	1,629,873	$	569,683		$	460,840		$	130,995		$	2,791,391
Acquisitions		5,540		289			—			265			6,094
Other		—		2,301			1,282			6,662			10,245
Balance at April 30, 2010	$	1,635,413	$	572,273		$	462,122		$	137,922		$	2,807,730

Included in the other category at April 30, 2010 and 2009, were foreign currency exchange adjustments. In addition, tax-related adjustments were included in the other category at April 30, 2009. As a result of the change in segment reporting in 2009, the above historical information has been reclassified to conform to the new presentation.

The Company’s other intangible assets and related accumulated amortization and impairment charges are as follows:

	April 30, 2010						April 30, 2009
			Accumulated						Accumulated
			Amortization/						Amortization/
	Acquisition		Impairment				Acquisition		Impairment
	Cost		Charges		Net		Cost		Charges		Net
Finite-lived intangible assets subject to amortization:
Customer and contractual relationships	$	1,180,000	$	95,722	$	1,084,278	$	1,176,006	$	35,433	$	1,140,573
Patents and technology		134,970		15,874		119,096		134,970		6,331		128,639
Trademarks		29,222		3,491		25,731		6,460		968		5,492
Total intangible assets subject to amortization	$	1,344,192	$	115,087	$	1,229,105	$	1,317,436	$	42,732	$	1,274,704
Indefinite-lived intangible assets not subject to amortization:
Trademarks	$	1,805,793	$	8,383	$	1,797,410	$	1,824,615	$	343	$	1,824,272
Total other intangible assets	$	3,149,985	$	123,470	$	3,026,515	$	3,142,051	$	43,075	$	3,098,976

Amortization expense for finite-lived intangible assets was $72,417, $38,094, and $3,895 in 2010, 2009, and 2008, respectively. The weighted-average useful life of the finite-lived intangible assets is 19 years. Based on the current amount of intangible assets subject to amortization, the estimated amortization expense for each of the succeeding five years is $73,200.

Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 350, Intangibles — Goodwill and Other (“ASC 350”), the Company is required to review goodwill and other indefinite-lived intangible assets at least annually for impairment. The annual impairment review was performed as of February 1, 2010. Goodwill impairment is tested at the reporting unit level which is the Company’s operating segments. Impairment of $11,658 and $1,491 was recognized related to certain intangible assets in 2010 and 2009, respectively, and no impairment was recognized in 2008.

The majority of the impairment recognized in 2010 was recognized in the third quarter when the Company was notified of a significant future reduction in the Europe’s Best frozen fruit business with a customer in Canada. The Company determined that this event constituted a potential indicator of impairment of the Europe’s Best indefinite-lived and finite-lived intangible assets recognized in its Special Markets segment under ASC 350 and FASB Accounting Standards Codification 360, Property, Plant, and Equipment, respectively.

47

The Company estimated the fair value of the Europe’s Best indefinite-lived trademark based on an analysis of the projected cash flows for the brand, discounted at a rate developed using a risk-adjusted, weighted-average cost of capital methodology. As a result, impairment of $7,282 was recognized to reduce the trademark to fair value.

The Company concluded that the carrying amount of the finite-lived customer relationship intangible asset associated with the Europe’s Best business was recoverable based on the undiscounted projected net cash flows estimated by the Company to be generated from the asset group. Accordingly, no impairment charge was recognized on the finite-lived customer relationship. No additional impairment was recognized related to Europe’s Best as a result of the February 1, 2010, impairment test, and no further indicators of potential impairment have been identified subsequent to that date.

NOTE G: PENSIONS AND OTHER POSTRETIREMENT BENEFITS

The Company has defined benefit pension plans covering certain domestic and Canadian 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.

In addition to providing pension benefits, the Company sponsors several unfunded, defined postretirement plans that provide health care and life insurance benefits to certain retired domestic and Canadian employees. 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 reach age 55 and have attained 10 years of credited service.

Upon completion of the restructuring activity discussed in Note C: Restructuring, approximately 700 full-time positions will be reduced. The Company has included the estimated impact of the planned reductions in measuring the U.S. and Canadian benefit obligation of the pension plans and other postretirement plans at April 30, 2010. As a result, the benefit obligation of the pension plans and other postretirement plans was reduced by $2,200 and $500, respectively. These decreases related to the plants in Memphis, Tennessee; Ste. Marie, Quebec; Sherman, Texas; and Kansas City, Missouri. The restructuring activity had no impact on net periodic benefit cost in 2010. In 2011, the Company expects to recognize a charge for termination benefits in the range of $10 million to $15 million related to planned reductions at the Orrville, Ohio, plant.

In March 2010, comprehensive health care reform legislation under the Patient Protection and Affordable Care Act and the Health Care Education and Affordability Reconciliation Act (collectively, the “Acts”) was passed and signed into law. The initial impact of the Acts’ provisions on the other postretirement benefits obligation was not material in 2010, but could impact benefit obligations and net periodic benefit costs in future periods. The ultimate extent of the impact on the Company cannot be determined until final regulations are promulgated under the Acts and additional interpretations of the Acts become available. The Company will monitor these developments.

One provision of the Acts did impact the other postretirement benefits obligation at April 30, 2010. An excise tax was introduced which will be levied on employers beginning in 2018 when total plan-provided health benefits exceed a legislated high-cost standard. The impact of the excise tax on the obligation at April 30, 2010, was not material, as it related to only one of the Company’s plans.

Another provision of the Acts, effective in 2013, eliminates the federal income tax deduction for prescription drug expenses of Medicare beneficiaries for which the plan sponsor also receives the retiree drug subsidy under Part D. This provision did not have a material impact on the Company due to the design of its plans.

48

The following table summarizes the components of net periodic benefit cost (credit) and the change in accumulated other comprehensive (loss) income related to the defined benefit pension and other postretirement plans.

	Defined Benefit Pension Plans									Other Postretirement Benefits
Year Ended April 30,	2010			2009			2008			2010			2009			2008
Service cost	$	5,755		$	5,871		$	6,925		$	1,525		$	1,892		$	1,291
Interest cost		24,788			26,263			25,900			2,607			2,540			2,516
Expected return on plan assets		(22,894	)		(29,905	)		(35,391	)		—			—			—
Amortization of prior service cost (credit)		1,362			1,295			1,364			(489	)		(489	)		(454	)
Amortization of initial net asset		—			—			(1	)		—			—			—
Amortization of net actuarial loss (gain)		6,291			1,360			1,014			(1,043	)		(730	)		(523	)
Settlement loss		—			9,908			—			—			—			—
Curtailment loss		—			—			68			—			—			—
Net periodic benefit cost (credit)	$	15,302		$	14,792		$	(121	)	$	2,600		$	3,213		$	2,830
Other changes in plan assets and benefit liabilities recognized in accumulated other comprehensive (loss) income before income taxes:
Prior service (cost) credit arising during the year	$	(1,334	)	$	—		$	—		$	—		$	—		$	3,175
Net actuarial (loss) gain arising during the year		(13,713	)		(74,195	)		(14,670	)		(3,248	)		4,645			4,826
Amortization of prior service cost (credit)		1,362			1,295			1,364			(489	)		(489	)		(454	)
Amortization of net actuarial loss (gain)		6,291			1,360			1,014			(1,043	)		(730	)		(523	)
Curtailment		—			—			2,821			—			—			—
Foreign currency translation		(5,932	)		2,517			(1,212	)		173			(231	)		18
Other adjustments		(71	)		—			(1	)		—			—			—
Net change for year	$	(13,397	)	$	(69,023	)	$	(10,684	)	$	(4,607	)	$	3,195		$	7,042
Weighted-average assumptions used in determining net periodic benefit costs:
U.S. plans:
Discount rate		7.40	%		6.60	%		6.00	%		7.40	%		6.60	%		6.00	%
Expected return on plan assets		7.75			7.75			8.25			—			—			—
Rate of compensation increase		3.79			3.84			4.10			—			—			—
Canadian plans:
Discount rate		5.40	%		6.10	%		5.25	%		5.40	%		6.10	%		5.25	%
Expected return on plan assets		7.33			7.25			8.00			—			—			—
Rate of compensation increase		4.00			4.00			4.00			—			—			—

The Company uses a measurement date of April 30 to determine defined benefit pension plans and other postretirement benefits’ assets and benefit obligations.

49

The following table sets forth the combined status of the plans as recognized in the Consolidated Balance Sheets.

	Defined Benefit						Other
	Pension Plans						Postretirement Benefits
April 30,	2010			2009			2010			2009
Change in benefit obligation:
Benefit obligation at beginning of the year	$	362,720		$	430,989		$	38,182		$	41,583
Service cost		5,755			5,871			1,525			1,892
Interest cost		24,788			26,263			2,607			2,540
Amendments		1,334			—			—			—
Divestiture		—			(25,934	)		—			—
Actuarial loss (gain)		64,423			(27,359	)		3,248			(4,645	)
Participant contributions		410			328			988			1,089
Benefits paid		(25,296	)		(26,089	)		(2,577	)		(2,393	)
Foreign currency translation adjustments		16,594			(21,349	)		1,602			(1,884	)
Other adjustments		—			—			17			—
Benefit obligation at end of the year	$	450,728		$	362,720		$	45,592		$	38,182
Change in plan assets:
Fair value of plan assets at beginning of the year	$	300,482		$	422,019		$	—		$	—
Actual return on plan assets		73,604			(82,034	)		—			—
Company contributions		4,436			34,665			1,572			1,304
Participant contributions		410			328			988			1,089
Benefits paid		(25,296	)		(26,089	)		(2,577	)		(2,393	)
Divestiture		—			(25,934	)		—			—
Foreign currency translation adjustments		13,756			(22,473	)		—			—
Other adjustments		(70	)		—			17			—
Fair value of plan assets at end of the year	$	367,322		$	300,482		$	—		$	—
Funded status of the plans	$	(83,406	)	$	(62,238	)	$	(45,592	)	$	(38,182	)
Other noncurrent assets	$	3,562		$	5,032		$	—		$	—
Accrued compensation		—			(869	)		—			—
Defined benefit pensions		(86,968	)		(66,401	)		—			—
Postretirement benefits other than pensions		—			—			(45,592	)		(38,182	)
Net benefit liability	$	(83,406	)	$	(62,238	)	$	(45,592	)	$	(38,182	)

The following table summarizes amounts recognized in accumulated other comprehensive (loss) income in the Consolidated Balance Sheets, before income taxes.

	Defined Benefit						Other
	Pension Plans						Postretirement Benefits
April 30,	2010			2009			2010		2009
Net actuarial (loss) gain	$	(131,489	)	$	(118,094	)	$	14,885	$	19,003
Prior service (cost) credit		(7,237	)		(7,235	)		3,542		4,031
Total	$	(138,726	)	$	(125,329	)	$	18,427	$	23,034

During 2011, the Company expects to recognize amortization of net actuarial losses and prior service cost of $6,760 and $1,355, respectively, in net periodic benefit cost.

50

The following table sets forth the assumptions used in determining the benefit obligations.

	Defined Benefit						Other
	Pension Plans						Postretirement Benefits
April 30,	2010			2009			2010			2009
Weighted-average assumptions used in determining benefit obligation:
U.S. plans:
Discount rate		5.80	%		7.40	%		5.80	%		7.40	%
Rate of compensation increase		4.13			3.79			—			—
Canadian plans:
Discount rate		5.30			5.40			5.30			5.40
Rate of compensation increase		4.00			4.00			—			—

For 2011, the assumed health care trend rates are nine percent and seven percent for U.S. and Canadian plans, respectively. The rate for participants under age 65 is assumed to decrease to five percent in 2019 and four and one-half percent in 2014 for U.S. and Canadian plans, respectively. The health care cost trend rate assumption has a significant effect on the amount of the other postretirement benefits obligation and periodic other postretirement benefits cost reported.

A one-percentage point annual change in the assumed health care cost trend rate would have the following effect as of April 30, 2010:

	One-Percentage Point
	Increase		Decrease
Effect on total service and interest cost components	$	193	$	(171	)
Effect on benefit obligation		2,205		(1,944	)

The following table sets forth selective information pertaining to the Company’s Canadian pension and other postretirement benefit plans.

	Defined Benefit						Other
	Pension Plans						Postretirement Benefits
Year Ended April 30,	2010			2009			2010			2009
Benefit obligation at end of the year	$	112,672		$	94,633		$	11,586		$	10,866
Fair value of plan assets at end of the year		99,103			75,899			—			—
Funded status of the plans	$	(13,569	)	$	(18,734	)	$	(11,586	)	$	(10,866	)
Service cost	$	1,112		$	816		$	62		$	46
Interest cost		5,491			7,963			632			631
Expected return on plan assets		(5,988	)		(9,745	)		—			—
Settlement loss		—			9,908			—			—
Company contributions		1,698			2,497			665			607
Participant contributions		410			328			—			—
Benefits paid		(8,238	)		(9,407	)		(665	)		(607	)
Actual return on plan assets		15,649			(23,643	)		—			—
Net periodic benefit cost		2,746			9,596			694			665

51

The following table sets forth additional information related to the Company’s defined benefit pension plans.

	April 30,
	2010		2009
Accumulated benefit obligation for all pension plans	$	422,166	$	344,901
Plans with an accumulated benefit obligation in excess of plan assets:
Accumulated benefit obligation		290,762		244,070
Fair value of plan assets		225,244		183,585
Plans with a projected benefit obligation in excess of plan assets:
Projected benefit obligation		423,270		252,573
Fair value of plan assets		336,454		185,516

The Company employs a total return on investment approach for defined benefit pension plan assets. A mix of equities, fixed income, and alternative investments are used to maximize the long-term rate of return on assets for the level of risk. In determining the expected long-term rate of return on defined benefit pension plan assets, management considers the historical rates of return, the nature of investments, the asset allocation, and expectations of future investment strategies.

The fair value of the major asset classes for the U.S. and Canadian defined benefit pension plans are as follows:

	April 30,
	2010		2009
Cash and cash equivalents	$	5,048	$	36,949
Equity securities:
U.S.		96,405		68,108
International		72,786		47,059
Fixed income securities:
Bonds		86,852		50,869
Fixed income		63,843		70,781
Other types of investments:
Hedge funds		33,163		18,797
Private equity funds		9,225		7,919
Total	$	367,322	$	300,482

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The following table summarizes the fair values and levels within the fair value hierarchy in which the fair value measurements fall for defined benefit pension plan assets at April 30, 2010.

	Quoted Prices in		Significant		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs		Fair Value at
	(Level 1)		(Level 2)		(Level 3)		April 30, 2010
Cash and cash equivalents (A)	$	5,048	$	—	$	—	$	5,048
Equity securities:
U.S. (B)		77,921		16,093		2,391		96,405
International (C)		36,479		36,307		—		72,786
Fixed income securities:
Bonds (D)		62,133		24,719		—		86,852
Fixed income (E)		42,545		21,298		—		63,843
Other types of investments:
Hedge funds (F)		—		—		33,163		33,163
Private equity funds (G)		—		—		9,225		9,225
Total	$	224,126	$	98,417	$	44,779	$	367,322

(A)	This category includes money market holdings classified as Level 1 and valued at amortized cost.
(B)	This category is invested primarily in a portfolio of common stocks included in the Russell 1000 Index and traded on active exchanges. The Level 1 assets are valued using quoted market prices. The Level 2 assets are funds that consist of equity securities traded on active exchanges. The Level 3 assets are valued at original cost.
(C)	This category is invested primarily in common stocks and other equity securities traded on active exchanges whose issuers are located outside of the U.S. The fund invests primarily in developed countries, but may also invest in emerging markets. The Level 1 assets are valued using quoted market prices. The Level 2 assets are funds that consist of equity securities traded on active exchanges.
(D)	This category seeks to duplicate the return characteristics of high quality corporate bonds with a duration range of 10 to 13 years. The Level 1 assets are valued using quoted market prices. The Level 2 assets are funds that consist of bonds traded on active exchanges.
(E)	This category is comprised of a core fixed income fund that invests at least 80 percent of its assets in investment grade U.S. corporate and government fixed income securities, including mortgage-backed securities. The Level 1 assets are valued using quoted market prices. The Level 2 assets are funds that consist of fixed income securities traded on active exchanges.
(F)	This category is comprised of two hedge funds. It is classified as Level 3 and valued using unobservable inputs including the plan’s own assumptions.
(G)	This category is comprised of private equity funds whose investments consist of primary limited partnership interests in corporate finance and venture capital funds. It is classified as Level 3 and valued using unobservable inputs including the plan’s own assumptions.

The following table presents a rollforward of activity for Level 3 assets between May 1, 2009 and April 30, 2010.

	U.S. Equity			Hedge		Private
	Securities			Funds		Equity Funds			Total
Balance at May 1, 2009	$	2,996		$	18,797	$	7,919		$	29,712
Actual return on plan assets still held at reporting date		(600	)		1,366		(2,153	)		(1,387	)
(Sales), purchases, and settlements		(5	)		13,000		3,459			16,454
Balance at April 30, 2010	$	2,391		$	33,163	$	9,225		$	44,779

The Company’s current investment policy is to have approximately 42 percent of assets invested in equity securities, 39 percent in fixed income securities, and 19 percent in cash and other investments. Included in equity securities were 317,552 of the Company’s common shares at April 30, 2010 and 2009. The market value of these shares was $19,393 at April 30, 2010. The Company paid dividends of $445 on these shares during 2010.

The Company expects to contribute approximately $15 million to the defined benefit pension plans in 2011. The Company expects to make the following benefit payments for the defined benefit pension and other postretirement benefit plans: $28 million in 2011, $29 million in 2012, $29 million in 2013, $39 million in 2014, $32 million in 2015, and $170 million in 2016 through 2020.

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NOTE H: SAVINGS PLANS

ESOP: The Company sponsors an Employee Stock Ownership Plan and Trust (“ESOP”) for certain domestic, nonrepresented employees. The Company has entered into loan agreements with the Trustee of the ESOP for purchases by the ESOP of the Company’s common shares in amounts not to exceed a total of 1,134,120 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.

ESOP loans bear interest at one-half percentage point over prime, are secured by the unallocated shares of the plan, and are payable as a condition of allocating shares to participants. Interest expense incurred on ESOP debt was $115, $261, and $376 in 2010, 2009, and 2008, respectively. Contributions to the plan, representing compensation expense, are made annually in amounts sufficient to fund ESOP debt repayment and were $614 and $690 in 2009 and 2008, respectively. Due to the payment by the Company of a $5.00 per share one-time special dividend in 2009, no contribution was necessary in 2010 to fund ESOP debt repayment. Dividends on unallocated shares are used to reduce expense and were $281, $1,461, and $334 in 2010, 2009, and 2008, respectively. The principal payments received from the ESOP in 2010, 2009, and 2008 were $761, $649, and $538, respectively.

Dividends on allocated shares are credited to participant accounts and are used to purchase additional common shares for participant accounts. Dividends on allocated and unallocated shares are charged to retained income by the Company.

As permitted by Financial Accounting Standards Board Accounting Standards Codification 718, Compensation – Retirement Benefits, the Company will continue to recognize future compensation using the cost basis as all shares currently held by the ESOP were acquired prior to 1993. At April 30, 2010, the ESOP held 193,790 unallocated and 816,171 allocated shares. All shares held by the ESOP were considered outstanding in earnings per share calculations for all periods presented.

Defined Contribution Plans: The Company offers employee savings plans for domestic and Canadian employees. The Company’s contributions under these plans are based on a specified percentage of employee contributions. Charges to operations for these plans in 2010, 2009, and 2008 were $15,625, $10,900, and $4,943, respectively.

NOTE I: SHARE-BASED PAYMENTS

The Company provides for equity-based incentives to be awarded to key employees and nonemployee directors. Currently, these incentives consist of restricted shares, restricted stock units, deferred shares, deferred stock units, performance units, and stock options. These awards are administered primarily through the 2006 Equity Compensation Plan approved by the Company’s shareholders in August 2006. Awards under this plan may be in the form of stock options, stock appreciation rights, restricted shares, deferred stock units, performance units, incentive awards, and other share-based awards. Awards under this plan may be granted to the Company’s nonemployee directors, consultants, officers, and other employees. Deferred stock units granted to nonemployee directors vest immediately. At April 30, 2010, there were 1,097,710 shares available for future issuance under this plan. As a result of this plan becoming effective in August 2006, no further awards will be made under previously existing equity compensation plans, except for certain defined circumstances included in the new plan.

Under the 2006 Equity Compensation Plan, the Company has the option to settle share-based awards by issuing common shares from treasury or issuing new Company common shares. For awards granted from the Company’s other equity compensation plans, the Company issues common shares from treasury, except for plans that were acquired as part of the International Multifoods Corporation acquisition, which are settled by issuing new Company common shares.

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Stock Options: The following table is a summary of the Company’s stock option activity and related information.

				Weighted-
				Average
				Exercise
	Options			Price
Outstanding at May 1, 2009		992,160		$	39.32
Exercised		(261,881	)		34.18
Forfeited		(18,292	)		45.36
Outstanding and exercisable at April 30, 2010		711,987		$	41.06

At April 30, 2010, the weighted-average remaining contractual term for stock options outstanding and exercisable was 3.6 years and the aggregate intrinsic value of these stock options was approximately $14,248.

The total intrinsic value of options exercised during 2010, 2009, and 2008 was approximately $5,876, $2,871, and $28,973, respectively.

Other Equity Awards: The following table is a summary of the Company’s restricted shares, deferred shares, deferred stock units, and performance units.

	Restricted/
	Deferred			Weighted-
	Shares and			Average					Weighted-
	Deferred			Grant Date		Performance			Average
	Stock Units			Fair Value		Units			Fair Value
Outstanding at May 1, 2009		838,666		$	44.70		114,440		$	43.44
Granted		504,580			44.63		190,010			57.37
Converted		114,440			43.44		(114,440	)		43.44
Vested		(365,982	)		44.46		—			—
Forfeited		(12,982	)		43.58		—			—
Outstanding at April 30, 2010		1,078,722		$	44.74		190,010		$	57.37

The total fair value of equity awards other than stock options vesting in 2010, 2009, and 2008 was approximately $16,273, $11,117, and $8,547, respectively. The weighted-average grant date fair value of restricted shares, deferred shares, deferred stock units, and performance units is the average of the high and the low share price on the date of grant. The following table summarizes the weighted-average grant date fair values of the equity awards granted in 2010, 2009, and 2008.

	Restricted/
	Deferred		Weighted-				Weighted-
	Shares and		Average				Average
	Deferred		Grant Date		Performance		Grant Date
Year Ended April 30,	Stock Units		Fair Value		Units		Fair Value
2010		504,580	$	44.63		190,010	$	57.37
2009		570,359		42.29		114,440		43.44
2008		140,290		57.50		65,830		51.37

The performance units column represents the number of restricted shares received by certain executive officers, subsequent to year end, upon conversion of the performance units earned during the year. Restricted stock generally vests four years from the date of grant or upon the attainment of a defined age and years of service.

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NOTE J: DEBT AND FINANCING ARRANGEMENTS

Long-term debt consists of the following:

	April 30,
	2010		2009
6.77% Senior Notes due June 1, 2009	$	—	$	75,000
6.60% Senior Notes due November 13, 2009		—		201,726
7.94% Series C Senior Notes due September 1, 2010		10,000		10,000
4.78% Senior Notes due June 1, 2014		100,000		100,000
6.12% Senior Notes due November 1, 2015		24,000		24,000
6.63% Senior Notes due November 1, 2018		376,000		376,000
5.55% Senior Notes due April 1, 2022		400,000		400,000
Total long-term debt	$	910,000	$	1,186,726
Current portion of long-term debt		10,000		276,726
Total long-term debt less current portion	$	900,000	$	910,000

All of the Company’s Senior Notes are unsecured and interest is paid semiannually. Prepayments are required on the 5.55 percent Senior Notes, the first of which is $50.0 million on April 1, 2013.

During 2010, the Company entered into an unsecured three-year $400.0 million revolving credit facility with a group of five banks maturing on October 29, 2012. The Company also has available a $180.0 million revolving credit facility with a group of three banks maturing on January 31, 2011. Interest on the revolving credit facilities is based on prevailing U.S. Prime, Canadian Base Rate, London Interbank Offered Rate, or Canadian Dealer Offered Rate, as determined by the Company, and is payable either on a quarterly basis or at the end of the borrowing term.

During the year ended April 30, 2010, the Company repaid $75.0 million of 6.77 percent Senior Notes, $200.0 million of 6.60 percent Senior Notes, and $350.0 million of Folgers’ bank debt, as scheduled, utilizing a combination of cash on hand and borrowings of approximately $100.0 million against the $180.0 million credit facility. At April 30, 2010, the Company did not have a balance outstanding under either revolving credit facility. At April 30, 2010, the Company had standby letters of credit of approximately $6.6 million outstanding.

The Company’s debt instruments contain certain financial covenant restrictions including consolidated net worth, leverage ratios, and an interest coverage ratio. The Company is in compliance with all covenants.

Interest paid totaled $76,461, $52,918, and $44,584 in 2010, 2009, and 2008, respectively. This differs from interest expense due to the timing of payments, amortization of the fair value adjustment on the 6.60 percent Senior Notes prior to maturity, amortization of debt issuance costs, and interest capitalized.

On June 15, 2010, the Company issued $400.0 million in 4.50 percent Senior Notes with a final maturity on June 1, 2025. The Senior Notes have a 12-year average maturity with required prepayments starting on June 1, 2020. Proceeds from the Senior Notes issuance will be used for general corporate purposes. In conjunction with this issuance, the Company also obtained an amendment with respect to its intercreditor agreement.

NOTE K: CONTINGENCIES

The Company, like other food manufacturers, is from time to time subject to various administrative, regulatory, and other legal proceedings arising in the ordinary course of business. The Company is a defendant in a variety of legal proceedings, some of which involve claims for damages in unspecified amounts. The Company cannot predict with certainty the results of these proceedings or reasonably determine a range of potential loss. The Company’s policy is to accrue costs for contingent liabilities when such liabilities are probable and amounts can be reasonably estimated. Based on the information known to date, the Company does not believe the final outcome of these proceedings will have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

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NOTE L: DERIVATIVE FINANCIAL INSTRUMENTS

The Company is exposed to market risks, such as changes in foreign currency exchange rates and commodity pricing. To manage the volatility relating to these exposures, the Company enters into various derivative transactions. By policy, the Company historically has not entered into derivative financial instruments for trading purposes or for speculation.

Commodity Price Management: The Company enters into commodity futures and options contracts to manage the price volatility and reduce the variability of future cash flows related to anticipated inventory purchases of green coffee, edible oils, flour, milk, and corn. The Company also enters into commodity futures and options to manage price risk for energy input costs, including natural gas and diesel fuel. The derivative instruments generally have maturities of less than one year.

Certain of the derivative instruments associated with the Company’s U.S. Retail Oils and Baking Market and U.S. Retail Coffee Market segments meet the hedge criteria according to Financial Accounting Standards Board Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), and are accounted for as cash flow hedges. The mark-to-market gains or losses on qualifying hedges are deferred and included as a component of other comprehensive income to the extent effective, and reclassified to cost of products sold in the period during which the hedged transaction affects earnings. In order to qualify as a hedge of commodity price risk, it must be demonstrated that the changes in the fair value of the commodity’s futures contracts are highly effective in hedging price risks associated with the commodity purchased. Hedge effectiveness is measured at inception and on a monthly basis. The mark-to-market gains or losses on nonqualifying, excluded, and ineffective portions of hedges are recognized in cost of products sold immediately.

Foreign Currency Exchange Rate Hedging: The Company utilizes foreign currency forwards and options contracts to manage the effect of foreign currency exchange fluctuations on future cash payments related to purchases of certain raw materials, finished goods, and fixed assets. The contracts generally have maturities of less than one year. At the inception of the contract, the derivative is evaluated and documented for ASC 815 accounting treatment. If the contract qualifies for hedge accounting treatment, to the extent the hedge is deemed effective, the associated mark-to-market gains and losses are deferred and included as a component of other comprehensive income. These gains or losses are reclassified to earnings in the period the contract is executed. The ineffective portion of these contracts is immediately recognized in earnings. Instruments currently used to manage foreign currency exchange exposures do not meet the requirements for hedge accounting treatment and the change in value of these instruments is immediately recognized in cost of products sold.

The following table sets forth the fair value of derivative instruments as recognized in the Consolidated Balance Sheets at April 30, 2010 and 2009.

	April 30, 2010				April 30, 2009
	Other		Other		Other		Other
	Current Assets		Current Liabilities		Current Assets		Current Liabilities
Derivatives designated as hedging instruments:
Commodity contracts	$	1,874	$	9	$	3,782	$	1,562
Derivatives not designated as hedging instruments:
Commodity contracts	$	2,414	$	599	$	414	$	2,278
Foreign currency exchange contracts		—		830		—		332
Total derivatives not designated as hedging instruments	$	2,414	$	1,429	$	414	$	2,610
Total derivative instruments	$	4,288	$	1,438	$	4,196	$	4,172

The Company has elected to not offset fair value amounts recognized for derivative instruments and its cash margin accounts executed with the same counterparty. The Company maintained cash margin accounts of $5,714 and $16,619 at April 30, 2010 and 2009, respectively, that are included in other current assets in the Consolidated Balance Sheets.

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The following table presents information on gains recognized on derivatives designated as cash flow hedging relationships, all of which hedge commodity price risk.

	Year Ended
	April 30, 2010
Gain recognized in other comprehensive income (effective portion)	$	6,029
Gain reclassified from accumulated other comprehensive (loss) income to cost of products sold (effective portion)		5,395
Change in accumulated other comprehensive (loss) income	$	634
Gain recognized in cost of products sold (ineffective portion)	$	200

Included as a component in accumulated other comprehensive (loss) income at April 30, 2010 and 2009, were deferred gains of $1,994 and $1,570, respectively. The related tax impact recognized in accumulated other comprehensive (loss) income was $1,134 and $924 at April 30, 2010 and 2009, respectively. The entire amount of the deferred gain included in accumulated other comprehensive (loss) income at April 30, 2010, is expected to be recognized in earnings within one year as the related commodity is utilized.

The following table presents the losses recognized in cost of products sold on derivatives not designated as qualified hedging instruments.

	Year Ended
	April 30, 2010
Loss on commodity contracts	$	2,384
Loss on foreign currency exchange contracts		7,234
Total	$	9,618

The following table presents the gross contract notional amount of outstanding derivative contracts at April 30, 2010 and 2009.

	April 30,
	2010		2009
Commodity contracts	$	323,351	$	276,644
Foreign currency exchange contracts		45,295		41,999

NOTE M: OTHER FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial instruments, other than derivatives, that potentially subject the Company to significant concentrations of credit risk consist principally of cash investments and trade receivables. With respect to trade receivables, the Company believes there is no concentration of risk with any single customer whose failure or nonperformance would materially affect the Company’s results other than as discussed in Major Customer of Note A: Accounting Policies. The Company does not require collateral from its customers. The fair value of the Company’s financial instruments, other than certain of its fixed-rate long-term debt, approximates their carrying amounts.

The following table provides information on the carrying amount and fair value of the Company’s financial instruments.

	April 30, 2010				April 30, 2009
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value
Marketable securities	$	—	$	—	$	12,813	$	12,813
Other investments		34,895		34,895		29,273		29,273
Derivative financial instruments		2,850		2,850		24		24
Fixed rate long-term debt		910,000		1,172,467		1,186,726		1,234,728

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Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect the Company’s market assumptions.

The following table summarizes the fair values and the levels within the fair value hierarchy in which the fair value measurements fall for the Company’s financial assets (liabilities).

	Quoted Prices in			Significant		Significant
	Active Markets for			Observable		Unobservable
	Identical Assets			Inputs		Inputs		Fair Value at			Fair Value at
	(Level 1)			(Level 2)		(Level 3)		April 30, 2010			April 30, 2009
Marketable securities: (A)
Mortgage-backed securities	$	—		$	—	$	—	$	—		$	12,813
Other investments: (B)
Equity mutual funds		11,626			—		—		11,626			8,035
Municipal obligations		—			16,753		—		16,753			15,283
Other investments		336			6,180		—		6,516			5,955
Derivatives: (C)
Commodity contracts		3,680			—		—		3,680			356
Foreign currency exchange contracts		(830	)		—		—		(830	)		(332	)
Total	$	14,812		$	22,933	$	—	$	37,745		$	42,110

(A)	The Company’s marketable securities, consisting entirely of mortgage-backed securities, are broker-priced and valued by a third party using an evaluated pricing methodology. An evaluated pricing methodology is a valuation technique which uses inputs that are derived principally from or corroborated by observable market data. For additional information, see Marketable Securities and Other Investments of Note A: Accounting Policies.
(B)	The Company’s other investments consist of funds maintained for the payment of benefits associated with nonqualified retirement plans. The funds include equity securities listed in active markets and municipal bonds. The municipal bonds are valued by a third party using an evaluated pricing methodology. For additional information, see Marketable Securities and Other Investments of Note A: Accounting Policies.
(C)	The Company’s derivatives are valued using quoted market prices. For additional information, see Note L: Derivative Financial Instruments.

The following table presents the Company’s nonfinancial assets adjusted to fair value during the year ended April 30, 2010.

	Carrying Amount at		Fair Value			Other			Carrying Amount at
	April 30, 2009		Adjustment			Adjustments			April 30, 2010
Indefinite-lived trademarks (D)	$	21,370	$	(9,133	)	$	2,315		$	14,552
Finite-lived trademarks (D)		3,012		(2,525	)		(487	)		—
Total	$	24,382	$	(11,658	)	$	1,828		$	14,552

^(D) The Company utilized Level 3 inputs to estimate the fair value of the nonfinancial assets. For additional information, see Note F: Goodwill and Other Intangible Assets.

During 2010, the Company recognized fair value adjustments of $11,658 related to the impairment of indefinite-lived and finite-lived trademarks. Other adjustments of $1,828 related to foreign currency exchange and amortization were recognized during the year ended April 30, 2010.

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NOTE N: INCOME TAXES

Deferred income taxes reflect the 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 are as follows:

	April 30,
	2010			2009
Deferred tax liabilities:
Intangible assets	$	1,042,375		$	1,062,680
Property, plant, and equipment		121,950			117,736
Pension and other employee benefits		10,566			11,362
Other		22,042			29,357
Total deferred tax liability	$	1,196,933		$	1,221,135
Deferred tax assets:
Post-employment and other employee benefits	$	80,453		$	69,051
Tax credit and loss carryforwards		5,049			11,915
Intangible assets		3,984			5,896
Other		21,247			16,867
Total deferred tax assets	$	110,733		$	103,729
Valuation allowance for deferred tax assets		(3,470	)		(9,026	)
Total deferred tax assets less allowance	$	107,263		$	94,703
Net deferred tax liability	$	1,089,670		$	1,126,432

The following table summarizes domestic and foreign loss and credit carryforwards at April 30, 2010.

	Related Tax		Deferred		Valuation
	Deduction		Tax Asset		Allowance		Expiration Date
Tax carryforwards:
State loss carryforwards	$	75,331	$	3,622	$	3,321		2011 to 2029
State tax credit carryforwards		—		1,357		—		2018
Foreign jurisdictional loss carryforwards		192		50		—		2017
Foreign jurisdictional tax credit carryforwards		—		20		—		2013
Total tax carryforwards	$	75,523	$	5,049	$	3,321

The Company evaluates the realizability of deferred tax assets for each of the jurisdictions in which it operates. Included in the overall valuation allowance is $149 for other deferred tax assets where it is more likely than not those assets will not be realized. The valuation allowance decreased by $5,556, primarily due to the expiration of federal capital loss and foreign tax credit carryforwards and state net operating losses that had full valuation allowances.

Domestic income and foreign withholding taxes have not been recorded on undistributed earnings of foreign subsidiaries since these amounts are considered to be permanently reinvested. Any additional taxes payable on the earnings of foreign subsidiaries, if remitted, would be partially offset by domestic tax deductions for foreign taxes paid. It is not practical to estimate the amount of additional taxes that might be payable on such undistributed earnings.

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Income before income taxes is as follows:

	Year Ended April 30,
	2010		2009		2008
Domestic	$	712,226	$	378,293	$	236,307
Foreign		18,527		17,772		18,481
Income before income taxes	$	730,753	$	396,065	$	254,788

The components of the provision for income taxes are as follows:

	Year Ended April 30,
	2010			2009		2008
Current:
Federal	$	256,444		$	97,182	$	59,239
Foreign		6,584			1,688		3,580
State and local		12,907			5,717		3,375
Deferred		(39,320	)		25,525		18,215
Total income tax expense	$	236,615		$	130,112	$	84,409

A reconciliation of the statutory federal income tax rate and the effective income tax rate follows:

	Year Ended April 30,
Percent of Pretax Income	2010			2009			2008
Statutory federal income tax rate		35.0	%		35.0	%		35.0	%
State and local income taxes, net of federal income tax benefit		1.1			0.6			0.4
Domestic manufacturing deduction		(1.9	)		(1.5	)		(1.2	)
Other items — net		(1.8	)		(1.2	)		(1.1	)
Effective income tax rate		32.4	%		32.9	%		33.1	%
Income taxes paid	$	212,981		$	69,107		$	73,786

The Company accounts for the financial statement recognition and measurement criteria of a tax position taken or expected to be taken in a tax return under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 740, Income Taxes (“ASC 740”). ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Effective May 1, 2007, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, as codified by ASC 740. The cumulative effect of applying this interpretation has been recorded as a decrease of $2,374 to retained income as of May 1, 2007.

In accordance with the requirements of ASC 740, uncertain tax positions have been classified in the Consolidated Balance Sheets as long term, except to the extent payment is expected within one year. The Company recognizes net interest and penalties related to unrecognized tax benefits in income tax expense.

The Company files income tax returns in the U.S. and various state, local, and foreign jurisdictions. The Company is no longer subject to examination of U.S. federal income taxes for years prior to 2007 and, with limited exceptions, the Company is no longer subject to examination of state, local, or foreign income taxes for years prior to 2006. In May 2009, the Company reached an agreement with the Internal Revenue Service on proposed adjustments resulting from an examination of its federal income tax returns for years ended in 2007 and 2006. The agreement did not have a material effect on the Company’s effective tax rate.

Within the next 12 months, it is reasonably possible that the Company could decrease its unrecognized tax benefits by an estimated $4.0 million, primarily as a result of the expiration of federal, state, local, and foreign statute of limitation periods.

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The Company’s unrecognized tax benefits as of April 30, 2010 and 2009, were $15,322 and $13,794, respectively. Of the unrecognized tax benefits, $11,321 and $5,694 would affect the effective tax rate, if recognized, as of April 30, 2010 and 2009, respectively. The Company’s accrual for tax-related net interest and penalties totaled $2,289 and $2,883 as of April 30, 2010 and 2009, respectively. The amount of tax-related net interest and penalties credited to earnings totaled $594 and $1,982 during 2010 and 2009, respectively.

A reconciliation of the Company’s unrecognized tax benefits is as follows:

	2010		2009
Balance at May 1,	$	13,794	$	21,902
Increases:
Current year tax positions		3,977		118
Prior year tax positions		2,353		274
Acquisitions		—		3,103
Foreign currency translation		686		—
Decreases:
Prior year tax positions		—		8,338
Settlement with tax authorities		—		1,370
Expiration of statute of limitations periods		5,488		1,711
Foreign currency translation		—		184
Balance at April 30,	$	15,322	$	13,794

NOTE O: ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Comprehensive income is included in the Statements of Consolidated Shareholders’ Equity. The components of accumulated other comprehensive (loss) income as shown in the Consolidated Balance Sheets are as follows:

	Foreign			Pension			Unrealized and			Unrealized Gain			Accumulated
	Currency			Other			Gain (Loss) on			on Cash Flow			Other
	Translation			Postretirement			Available-for-Sale			Hedging			Comprehensive
	Adjustment			Liabilities			Securities			Derivatives			(Loss) Income
Balance at May 1, 2007	$	37,225		$	(21,294	)	$	968		$	858		$	17,757
Reclassification adjustments		—			—			—			(1,354	)		(1,354	)
Current period credit (charge)		20,861			(3,642	)		(611	)		12,885			29,493
Income tax benefit (expense)		—			722			232			(4,238	)		(3,284	)
Balance at April 30, 2008	$	58,086		$	(24,214	)	$	589		$	8,151		$	42,612
Reclassification adjustments		—			—			—			(12,885	)		(12,885	)
Current period (charge) credit		(47,024	)		(65,828	)		(4,384	)		2,494			(114,742	)
Income tax benefit		—			22,349			1,586			3,810			27,745
Balance at April 30, 2009	$	11,062		$	(67,693	)	$	(2,209	)	$	1,570		$	(57,270	)
Reclassification adjustments		—			—			—			(2,494	)		(2,494	)
Current period credit (charge)		45,926			(18,004	)		4,162			3,128			35,212
Income tax benefit (expense)		—			5,691			(1,510	)		(210	)		3,971
Balance at April 30, 2010	$	56,988		$	(80,006	)	$	443		$	1,994		$	(20,581	)

Income tax benefit (expense) is determined using the applicable deferred tax rate for each component of accumulated other comprehensive (loss) income.

62

NOTE P: COMMON SHARES

Voting: The Company’s Amended Articles of Incorporation (“Articles”) provide that each holder of an outstanding common share is entitled to one vote on each matter submitted to a vote of the shareholders except for the following specific matters:

• any matter that relates to or would result in the dissolution or liquidation of the Company;

• the adoption of any amendment of the Articles or the Regulations of the Company, or the adoption of amended Articles, other than the adoption of any amendment or amended Articles that increases the number of votes to which holders of common shares are entitled or expands the matters to which time phase voting applies;

• any proposal or other action to be taken by the shareholders of the Company, relating to the Company’s Rights Agreement or any successor plan;

• any matter relating to any stock option plan, stock purchase plan, executive compensation plan, or other similar plan, arrangement, or agreement;

• adoption of any agreement or plan of or for the merger, consolidation, or majority share acquisition of the Company or any of its subsidiaries with or into any other person, whether domestic or foreign, corporate or noncorporate, or the authorization of the lease, sale, exchange, transfer, or other disposition of all, or substantially all, of the Company’s assets;

• any matter submitted to the Company’s shareholders pursuant to Article Fifth (which relates to procedures applicable to certain business combinations) or Article Seventh (which relates to procedures applicable to certain proposed acquisitions of specified percentages of the Company’s outstanding common shares) of the Articles, as they may be further amended, or any issuance of common shares of the Company for which shareholder approval is required by applicable stock exchange rules; and

• any matter relating to the issuance of common shares, or the repurchase of common shares that the Board determines is required or appropriate to be submitted to the Company’s shareholders under the Ohio Revised Code or applicable stock exchange rules.

On the matters listed above, common shares are entitled to 10 votes per share, if they meet the requirements set forth in the Articles. Common shares which would be entitled to 10 votes per share include:

• common shares beneficially owned as of November 6, 2008, and for which there has not been a change in beneficial ownership after November 6, 2008; or

• common shares received through the Company’s various equity plans which have not been sold or otherwise transferred since November 6, 2008.

In the event of a change in beneficial ownership, the new owner of that share will be entitled to only one vote with respect to that share on all matters until four years pass without a further change in beneficial ownership of the share.

Shareholders’ Rights Plan:Pursuant to a shareholders’ rights plan adopted by the Company’s Board of Directors on May 20, 2009, one share purchase right is associated with each of the Company’s outstanding common shares.

Under the plan, the rights will initially trade together with the Company’s common shares and will not be exercisable. In the absence of further action by the directors, the rights generally will become exercisable and allow the holder to acquire the Company’s common shares at a discounted price if a person or group acquires 10 percent or more of the outstanding common shares. Rights held by persons who exceed the applicable threshold will be void. Shares held by members of the Smucker family are not subject to the threshold. If exercisable, each right entitles the shareholder to buy one common share at a discounted price. Under certain circumstances, the rights will entitle the holder to buy shares in an acquiring entity at a discounted price.

The plan also includes an exchange option. In general, if the rights become exercisable, the directors may, at their option, effect an exchange of part or all of the rights, other than rights that have become void, for common shares. Under this option, the Company would issue one common share for each right, in each case subject to adjustment in certain circumstances.

The Company’s directors may, at their option, redeem all rights for $0.001 per right, generally at any time prior to the rights becoming exercisable. The rights will expire June 3, 2019, unless earlier redeemed, exchanged, or amended by the directors.

63

Directors and Officers

The J. M. Smucker Company

— DIRECTORS —

Vincent C. Byrd
President, U.S. Retail — Coffee
The J. M. Smucker Company

R. Douglas Cowan ^A
Director and Retired Chairman and
Chief Executive Officer
The Davey Tree Expert Company
Kent, Ohio

Kathryn W. Dindo ^{A, E}
Retired Vice President
FirstEnergy Corp.
Akron, Ohio

Paul J. Dolan ^E
President
Cleveland Indians
Cleveland, Ohio

Elizabeth Valk Long ^{A, E}
Former Executive Vice President
Time Inc.
New York, New York

Nancy Lopez Knight ^G
Founder
Nancy Lopez Golf Company
Albany, Georgia

Gary A. Oatey ^G
Chairman and Chief Executive Officer
Oatey Co.
Cleveland, Ohio

Alex Shumate ^G
Managing Partner
Squire, Sanders & Dempsey L.L.P.
Columbus, Ohio

Mark T. Smucker
President, Special Markets
The J.M. Smucker Company

Richard K. Smucker
Executive Chairman and
Co-Chief Executive Officer
The J. M. Smucker Company

Timothy P. Smucker
Chairman of the Board and
Co-Chief Executive Officer
The J. M. Smucker Company

William H. Steinbrink ^G
Principal
Unstuk, LLC
Shaker Heights, Ohio

Paul Smucker Wagstaff
President, U.S. Retail — Oils and Baking
The J. M. Smucker Company

A	Audit Committee Member
E	Executive Compensation Committee Member
G	Nominating and Corporate Governance Committee Member

— OFFICERS —

Timothy P. Smucker
Chairman of the Board and
Co-Chief Executive Officer

Richard K. Smucker
Executive Chairman and
Co-Chief Executive Officer

Dennis J. Armstrong
Senior Vice President, Logistics and
Operations Support

Mark R. Belgya
Senior Vice President and
Chief Financial Officer

James A. Brown
Vice President, U.S. Grocery Sales

Vincent C. Byrd
President, U.S. Retail — Coffee

John W. Denman
Vice President and Controller

Barry C. Dunaway
Senior Vice President, Corporate and
Organization Development

M. Ann Harlan
Vice President and General Counsel

Jeannette L. Knudsen
Vice President, Deputy General Counsel
and Corporate Secretary

John F. Mayer
Vice President, Sales, Grocery Market

Kenneth A. Miller
Vice President, Alternate Channels

Steven Oakland
President, U.S. Retail — Smucker’s,
Jif, and Hungry Jack

Andrew G. Platt
Vice President, Information
Services and Chief Information Officer

Christopher P. Resweber
Vice President, Marketing Communications

Julia L. Sabin
Vice President and General Manager,
Smucker Natural Foods, Inc.

Mark T. Smucker
President, Special Markets

Paul Smucker Wagstaff
President, U.S. Retail — Oils and Baking

Albert W. Yeagley
Vice President, Industry and Government Affairs

Debra A. Marthey
Treasurer

— PROPERTIES —

Corporate Offices:
Orrville, Ohio

Domestic Manufacturing Locations:

Chico, California
Cincinnati, Ohio
El Paso, Texas
Grandview, Washington
Havre de Grace, Maryland
Kansas City, Missouri
Lexington, Kentucky
Memphis, Tennessee
New Bethlehem, Pennsylvania
New Orleans, Louisiana (2)
Orrville, Ohio
Oxnard, California
Ripon, Wisconsin
Scottsville, Kentucky
Seneca, Missouri
Sherman, Texas
Toledo, Ohio

International Manufacturing Locations:

Delhi Township, Ontario, Canada
Dunnville, Ontario, Canada
Sherbrooke, Quebec, Canada
Ste. Marie, Quebec, Canada

Sales and Administrative Offices:*

Akron, Ohio
Bentonville, Arkansas
Edina, Minnesota
Markham, Ontario, Canada
Mexico City, Mexico

* Leased properties

64

Corporate and Shareholder Information

The J. M. Smucker Company

Corporate Offices
The J.M. Smucker Company
Strawberry Lane
Orrville, Ohio 44667
Telephone: (330) 682-3000

Stock Listing

The J.M. Smucker Company’s common shares are listed on the New York Stock Exchange — ticker symbol SJM.

Corporate Web Site

To learn more about The J.M. Smucker Company, visit www.smuckers.com.

Annual Meeting

The annual meeting will be held at 11:00 a.m. Eastern Daylight Time, Wednesday, August 18, 2010, in Fisher Auditorium at the Ohio Agricultural Research and Development Center, 1680 Madison Avenue, Wooster, Ohio 44691.

Corporate News and Reports

Corporate news releases, annual reports, and Securities and Exchange Commission filings, including Forms 10-K, 10-Q, and 8-K, are available free of charge on the Company’s Web site. They are also available without cost to shareholders who submit a written request to:

The J. M. Smucker Company
Attention: Corporate Secretary
Strawberry Lane
Orrville, Ohio 44667

Certifications

The Company’s Co-Chief Executive Officers and Chief Financial Officer have certified to the New York Stock Exchange that they are not aware of any violation by the Company of New York Stock Exchange corporate governance standards. The Company has also filed with the Securities and Exchange Commission certain certifications relating to the quality of the Company’s public disclosures. These certifications are filed as exhibits to the Company’s Annual Report on Form 10-K.

Independent Registered Public Accounting Firm

Ernst & Young LLP
Akron, Ohio

Dividends

The Company’s Board of Directors typically declares a cash dividend each quarter. Dividends are generally payable on the first business day of March, June, September, and December. The record date is approximately two weeks before the payment date. The Company’s dividend disbursement agent is Computershare Investor Services, LLC.

Shareholder Services

The transfer agent and registrar for the Company, Computershare Investor Services, LLC, is responsible for assisting registered shareholders with a variety of matters including:

• Shareholder investment program (CIP^SM)

— direct purchase of Company common shares

— dividend reinvestment

— automatic monthly cash investments

• Book-entry share ownership

• Share transfer matters (including name changes, gifting, and inheritances)

• Direct deposit of dividend payments

• Nonreceipt of dividend checks

• Lost share certificates

• Changes of address

• Online shareholder account access

• Form 1099 income inquiries (including requests for duplicate copies)

Shareholders may contact Shareholder Services at the corporate offices regarding other shareholder inquiries.

Transfer Agent and Registrar

Computershare Investor Services, LLC
250 Royall Street
Canton, MA 02021
Telephone: (800) 456-1169
Telephone outside the U.S., Canada, and Puerto Rico:
(312) 360-5254
Web site: www.computershare.com/contactus

This Annual Report includes certain forward-looking statements that are based on current expectations and are subject to a number of risks and uncertainties. Please reference “Forward-Looking Statements” located on page 29 in the Management’s Discussion and Analysis section.

^©/ TM/^® The J.M. Smucker Company or its subsidiaries. Pillsbury, the Barrelhead logo, and the Doughboy character are trademarks of The Pillsbury Company, LLC, used under license. Borden and Elsie trademarks used under license. Dunkin’ Donuts is a trademark of DD IP Holder LLC used under license. Carnation is a trademark of Société des Produits Nestlé S.A. Keurig and K-Cup are trademarks of Keurig, Incorporated.

The financial section of this report was printed on paper with a 50% post-consumer recycled content. The balance of the report was printed on elemental chlorine-free paper with a 30% post-consumer recycled content

All the Qoodness of SmuckersL. In a Store For over 110 years, The J.M. Smucker Company has been committed to bringing you quality products from its family of brands and helping families create memorable mealtime moments. Today, we are pleased to continue this proud tradition by presenting our brands, our history, and our culture through a unique sensory experience at our Company Store. Browse products and merchandise, learn about our Company’s heritage, and enjoy delicious recipes. We can also help you with gift baskets for friends, family, and business associates through our custom gift basket corner. Open Mon-Sat 9am-6pm • Route 57, 1/4 mi. N. of Route 30 • 333 Wadsworth Rd., Orrville, Ohio 44667 Phone: 330-684-1500 • www.smuckers.com with a name like smucker’s, it has to be good.^{® ©}/^® The J.M.Smucker Company. Pillsbury, the Barrelhead logo, and the Doughboy character are trademarks of The Pillsbury Company, LLC, used under license. *Offer valid through 12/31/10. Limit one coupon per customer per day. No reproductions accepted.

EX-21

Exhibit 21

SUBSIDIARIES OF THE COMPANY
(As of April 30, 2010)

	State or Jurisdiction of
Subsidiaries	Incorporation or Organization
Eagle Family Foods Holdings, Inc.	Delaware
Eagle Family Foods, Inc.	Delaware
EB International Inc.	Barbados
Europe’s Best Inc.	Federal Canadian Corporation
Europe’s Best International LLC	Delaware
Europe’s Best International SRL	Barbados
Europe’s Best LLC	Ohio
Fantasia Confections, Inc.	California
Folgers Café Serviços de Pesquisa Ltda.	Brazil
IMC Bakery International, Inc.	Delaware
Inversiones 91060, C.A.	Venezuela
JMS Manufacturing, Inc.	Ohio
J.M. Smucker de Mexico, S.A. de C.V.	Mexico (domesticated in Delaware)
J.M. Smucker Holdings, LLC	Ohio
J.M. Smucker LLC	Ohio
JM Smucker (Scotland) Limited	Scotland
Juice Creations Co.	Ohio
King Kelly, LLC	Ohio
Knudsen & Sons, Inc.	Ohio
Martha White Foods, Inc.	Delaware
Mary Ellen’s, Incorporated	Ohio
Millstone Coffee, Inc.	Washington
Millstone Coffee, LLC	Ohio
Milnot Company	Delaware
RHM Canada LP	Ontario
RHM Corporation	Nova Scotia
RHM Management Inc.	Ontario
Santa Cruz Natural Incorporated	California
Simply Smucker’s, Inc.	Ohio
Smucker Direct, Inc.	Ohio
Smucker Foods of Canada Co.	Nova Scotia
Smucker Foodservice, Inc.	Delaware
Smucker Fruit Processing Co.	Ohio
Smucker Holdings, Inc.	Ohio
Smucker Hong Kong Limited	Hong Kong, Peoples’ Republic of China
Smucker Latin America, Inc.	Ohio
Smucker Natural Foods, Inc.	California
Smucker Sales and Distribution Company	Ohio
Smucker Services Company	Ohio
The Dickinson Family, Inc.	Ohio
The Folgers Coffee Company	Delaware
The Folger Coffee Company	Ohio
The Folger Coffee Company, LLC	Ohio

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Annual Report (Form 10-K) of The J. M. Smucker Company of our reports dated June 21, 2010, with respect to the consolidated financial statements of The J. M. Smucker Company and the effectiveness of internal control over financial reporting of The J. M. Smucker Company, included in the 2010 Annual Report to Shareholders of The J. M. Smucker Company.

Our audits also included the financial statement schedule of The J. M. Smucker Company listed in Item 15(a)(2). This schedule is the responsibility of The J. M. Smucker 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, presents fairly in all material respects the information set forth therein.

We also consent to the incorporation by reference in the following Registration Statements of our reports dated June 21, 2010, with respect to the consolidated financial statements of The J. M. Smucker Company incorporated herein by reference, the effectiveness of internal control over financial reporting of The J. M. Smucker Company incorporated herein by reference, and our report included in the preceding paragraph with respect to the financial statement schedule of The J. M. Smucker Company included in this Annual Report (Form 10-K) for the year ended April 30, 2010:

Registration	Registration
Statement	Number	Description
Form S-8	33-21273	1987 Stock Option Plan
Form S-8	33-38011	1987 Stock Option Plan
Form S-8	333-98335	The J. M. Smucker Company Amended and Restated 1998 Equity and Performance Incentive Plan
Form S-8	333-116622	Amended and Restated 1986 Stock Option Incentive Plan of The J. M. Smucker Company Amended and Restated 1989 Stock-Based Incentive Plan of The J. M. Smucker Company Amended and Restated 1997 Stock-Based Incentive Plan of The J. M. Smucker Company
Form S-8	333-137629	The J. M. Smucker Company 2006 Equity Compensation Plan
Form S-8	333-139167	The J. M. Smucker Company Nonemployee Director Deferred Compensation Plan
Form S-8	333-139170	Non-Qualified Stock Option Agreement Between International Multifoods Corporation (predecessor-in-interest to the Registrant) and Daryl Schaller

/s/ Ernst & Young LLP
Akron, Ohio
June 21, 2010

EX-24

Exhibit 24

THE J. M. SMUCKER COMPANY

REGISTRATION ON FORM 10-K

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that VINCENT C. BYRD, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, Mark R. Belgya, and Jeannette L. Knudsen, 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, 2010, 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.

June 17, 2010	/s/ Vincent C. Byrd
Date	Director

THE J. M. SMUCKER COMPANY

REGISTRATION ON FORM 10-K

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that KATHRYN W. DINDO, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, Mark R. Belgya, and Jeannette L. Knudsen, 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, 2010, 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.

June 22, 2010	/s/ Kathryn W. Dindo
Date	Director

THE J. M. SMUCKER COMPANY

REGISTRATION ON FORM 10-K

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that PAUL J. DOLAN, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, Mark R. Belgya, and Jeannette L. Knudsen, 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, 2010, 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.

June 22, 2010	/s/ Paul J. Dolan
Date	Director

THE J. M. SMUCKER COMPANY

REGISTRATION ON FORM 10-K

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that ELIZABETH VALK LONG, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, Mark R. Belgya, and Jeannette L. Knudsen, 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, 2010, 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.

June 18, 2010	/s/ Elizabeth Valk Long
Date	Director

THE J. M. SMUCKER COMPANY

REGISTRATION ON FORM 10-K

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that NANCY LOPEZ KNIGHT, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, Mark R. Belgya, and Jeannette L. Knudsen, 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, 2010, 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.

June 22, 2010	/s/ Nancy Lopez Knight
Date	Director

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, Mark R. Belgya and Jeannette L. Knudsen, 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, 2010, 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.

June 17, 2010	/s/ Richard K. Smucker
Date	Director

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, Mark R. Belgya, and Jeannette L. Knudsen, 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, 2010, 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.

June 17, 2010	/s/ Timothy P. Smucker
Date	Director

THE J. M. SMUCKER COMPANY

REGISTRATION ON FORM 10-K

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that WILLIAM H. STEINBRINK, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, Mark R. Belgya, and Jeannette L. Knudsen, 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, 2010, 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.

June 18, 2010	/s/ William H. Steinbrink
Date	Director

THE J. M. SMUCKER COMPANY

REGISTRATION ON FORM 10-K

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that R. DOUGLAS COWAN, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, Mark R. Belgya, and Jeannette L. Knudsen, 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, 2010, 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.

June 22, 2010	/s/ R. Douglas Cowan
Date	Director

THE J. M. SMUCKER COMPANY

REGISTRATION ON FORM 10-K

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that GARY A. OATEY, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, Mark R. Belgya, and Jeannette L. Knudsen, 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, 2010, 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.

June 21, 2010	/s/ Gary A. Oatey
Date	Director

THE J. M. SMUCKER COMPANY

REGISTRATION ON FORM 10-K

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that ALEX SHUMATE, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, Mark R. Belgya, and Jeannette L. Knudsen, 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, 2010, 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.

June 21, 2010	/s/ Alex Shumate
Date	Director

THE J. M. SMUCKER COMPANY

REGISTRATION ON FORM 10-K

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that MARK T. SMUCKER, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, Mark R. Belgya, and Jeannette L. Knudsen, 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, 2010, 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.

June 17, 2010	/s/ Mark T. Smucker
Date	Director

THE J. M. SMUCKER COMPANY

REGISTRATION ON FORM 10-K

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that PAUL SMUCKER WAGSTAFF, director of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, Mark R. Belgya, and Jeannette L. Knudsen, 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, 2010, 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.

June 17, 2010	/s/ Paul Smucker Wagstaff
Date	Director

THE J. M. SMUCKER COMPANY

REGISTRATION ON FORM 10-K

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that JOHN W. DENMAN, controller of The J. M. Smucker Company, hereby appoints Timothy P. Smucker, Richard K. Smucker, Mark R. Belgya, and Jeannette L. Knudsen, 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, 2010, 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.

June 17, 2010	/s/ John W. Denman
Date	Controller

EX-31.1

Exhibit 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, Timothy P. Smucker, Co-Chief Executive Officer of The J. M. Smucker Company, certify that:

(1)	I have reviewed this annual report on Form 10-K of The J. M. Smucker Company;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 24, 2010

/s/ Timothy P. Smucker
Name:	Timothy P. Smucker
Title:	Co-Chief Executive Officer

EX-31.2

Exhibit 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, Richard K. Smucker, Co-Chief Executive Officer of The J. M. Smucker Company, certify that:

(1)	I have reviewed this annual report on Form 10-K of The J. M. Smucker Company;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 24, 2010

/s/ Richard K. Smucker
Name:	Richard K. Smucker
Title:	Co-Chief Executive Officer

EX-31.3

Exhibit 31.3

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, Mark R. Belgya, Chief Financial Officer of The J. M. Smucker Company, certify that:

(1)	I have reviewed this annual report on Form 10-K of The J. M. Smucker Company;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 24, 2010

/s/ Mark R. Belgya
Name:	Mark R. Belgya
Title:	Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report on Form 10-K of The J. M. Smucker Company (the “Company”) for the year ended April 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Timothy P. Smucker
Name:	Timothy P. Smucker
Title:	Co-Chief Executive Officer
/s/ Richard K. Smucker
Name:	Richard K. Smucker
Title:	Co-Chief Executive Officer
/s/ Mark R. Belgya
Name:	Mark R. Belgya
Title:	Chief Financial Officer

Date: June 24, 2010

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.