8-K 1 d422381d8k.htm 8-K 8-K












Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 9, 2012



The J. M. Smucker Company

(Exact Name of Registrant as Specified in Its Charter)




Ohio   001-05111   34-0538550

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

One Strawberry Lane

Orrville, Ohio

(Address of Principal Executive Offices)   (Zip Code)

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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 7.01 Regulation FD Disclosure.

On October 9, 2012, The J. M. Smucker Company (the “Company”) provided the following statement in regard to its Folgers® coffee business.

Although the Company is experiencing a tight supply of certain retail coffee canisters, and has responded by modifying selected promotional activities and actively balancing inventory levels with its customers, the Company views this as a short-term event and is working with its supplier in order to meet demand. The Company further notes that the supply constraints relate to packaging supply and are not due to a shortage in the availability of green coffee. The impact of the packaging supply shortage is not expected to have a material effect on the Company’s financial results for the current fiscal year.

The information in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Forward-Looking Language

This Current Report on Form 8-K contains forward-looking statements that are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from any future results, performance, or achievements expressed or implied by those forward-looking statements. Readers should understand that the risks, uncertainties, factors, and assumptions listed and discussed in this Current Report on Form 8-K, including the following important factors and assumptions, could affect the future results of the Company and could cause actual results to differ materially from those expressed in the forward-looking statements:



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



risks associated with 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 and realize the full benefit of price changes that are intended to fully recover cost and the competitive, retailer, and consumer 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 impact of accidents 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, 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;



other factors affecting share prices and capital markets generally; and



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

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 Current Report on Form 8-K. The Company does not undertake any obligation to update or revise these forward-looking statements to reflect new events or circumstances.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



/s/ Mark R. Belgya

  Mark R. Belgya  
  Senior Vice President and Chief Financial Officer  

Date: October 9, 2012