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, 2009

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 Rights to purchase preferred shares	New York Stock Exchange 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 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
(Do not check if a smaller reporting company) 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, 2008, was $2,181,076,760. As of June 23, 2009, 118,929,564 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 19, 2009, are incorporated by reference into Part III of this Report, and certain sections of the registrant’s 2009 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 22.

TABLE OF CONTENTS

PART I
	Item 1. Business.
	Item 1A. Risk Factors.
	Item 2. Properties.
	Item 3. Legal Proceedings.
	Item 4. Submissions of Matters to a Vote of Security Holders.
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 and 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
	Item 15. Exhibits and Financial Statement Schedules.
SIGNATURES
INDEX OF EXHIBITS
EX-10.16
EX-10.17
EX-10.45
EX-13
EX-18
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 11 percent of total consolidated Company sales for fiscal 2009. 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 Smucker common shares 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 Smucker common shares 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 consumer market, U.S. retail oils and baking market, U.S. retail coffee market, and special markets. The Company’s three U.S. retail market segments in total comprised nearly 80 percent of the Company’s net sales in fiscal 2009 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, pickles and condiments, and potato side dishes.

          Product sales information for the years 2009, 2008, and 2007 is incorporated herein by reference to information set forth in the Company’s 2009 Annual Report to Shareholders, on pages 42 through 44 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 (i.e., restaurants, schools and universities, 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, oils, sweeteners, milk, wheat and flour, corn, and other ingredients are obtained from various suppliers. The cost and availability of many of these

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commodities have fluctuated, and may continue to fluctuate, over time. The Company uses commodity futures and options to manage a significant portion of its commodity costs. Green coffee is the world’s second largest traded commodity and is sourced solely from foreign countries. Green coffee’s 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, and the Company believes that it will continue to be able to obtain adequate supplies. 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: Smucker’s®, Jif®, Hungry Jack®, Mary Ellen®, Dutch Girl®, Uncrustables®, Snack’n Waffles, Simply Jif®, Dickinson’s®, Crosse & Blackwell®, Adams®, Laura Scudder’s®, Goober®, Golden Temple® and Magic Shell®, in the consumer segment; Crisco®, Pillsbury®, Eagle Brand®, Borden® and Elsie design, Martha White®, LaPina®, White Lily®, Softasilk®, Funfetti®, Pet®, and Simple Measures® in the oils and baking segment; and Folgers®, Dunkin’ Donuts®, and Millstone® in the coffee 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®, Simply Nutritious®, Recharge®, and Red River®.

          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. 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. 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®, Elsie design, and Carnation® licenses, taken as a whole, to be essential to its business.

           Seasonality. The Company’s U.S. retail oils and baking market and U.S. retail coffee 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 oil, baking, and coffee inventories necessary to support the “fall bake” and holiday period, and the additional buildup of coffee inventory in advance of the Atlantic hurricane season.

          Customers. Sales to Wal-Mart Stores, Inc., and its subsidiaries amounted to approximately 24 percent, 20 percent, and 20 percent of net sales in 2009, 2008, and 2007, respectively. These sales are primarily included in the U.S. retail market segments. No other customer exceeded 10 percent of net sales during 2009, 2008, and 2007.

          During 2009, the Company’s top 10 customers, collectively, accounted for approximately 61 percent of consolidated net sales reflecting consolidation in the grocery industry in recent years. The Company expects industry consolidation to continue. 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 negotiation 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 and oils, 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 advertised and branded products as well as unadvertised and 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, customer service, 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 United States, varied product offerings, product innovation, and a strong distribution network.

          The Company historically has seen accelerated private label growth during challenging economic times. During 2009, private label gained share of market in most categories within the grocery store in which the Company competes. The Company estimates that during the current economic recession, private label has grown more than during past recessions partly due to the unprecedented run up in commodity costs combined with 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 consumer 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®, and Laura Scudder’s® 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 three primary market categories: pancake mix, potato side

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dishes, and table syrup. The Company competes with several major national as well as private label brands in these categories.

          In the oils and baking segment, Crisco® has been a leader in the shortening and cooking oils categories for over 50 years. Crisco® holds a leading position among branded competitors in both the oils and shortening categories. The oils category in which Crisco® competes is a more competitive category due to a significant private label presence and 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 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 over 50 percent market share 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.

          In the coffee 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, General Foods International Coffee, Starbucks and Seattle’s Best, and others. The Company also competes in the premium gourmet coffee market through its Millstone®, Folgers Gourmet Selections® brands, as well as through sales of Dunkin’ Donuts® licensed retail packaged coffee products. The Company’s coffee business also faces competition from the specialty or gourmet away-from-home coffee market, a significant market in the coffee industry and a market in which the Company does not compete.

          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 $14,498,000, $9,547,000, and $9,680,000 in 2009, 2008, and 2007, respectively.

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

          Employees. At April 30, 2009, the Company had approximately 4,700 full-time employees, worldwide. Approximately 34 percent of these employees, located at 11 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 2009, 2008, and 2007 is incorporated herein by reference to information set forth in the Company’s 2009 Annual Report to Shareholders, on pages 42 through 44, 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 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 2009 Annual Report to Shareholders under the caption “Forward-Looking Statements” on page 27.

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

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	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 adversely affects 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 its 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 Folgers® coffee brand may be diminished, and the Company could lose customers to its competitors.
•	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.
	Since January 2009, peanut butter and other peanut products manufactured with peanuts sourced from an unrelated third-party manufacturer, Peanut Corporation of America (“PCA”), facilities in Georgia and Texas have been the subject of product recalls. While the Company’s Jif®, Smucker’s®, Adams®, Laura Scudder’s® and Smucker’s Uncrustables® products are not involved in the PCA recalls, sales of the Company’s peanut butter products have been adversely affected by the recall during the fourth quarter of 2009. The Company does not expect this recall to have a long-term impact on the peanut butter business.

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•	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. It is possible 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. Should the Company not be 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, 2009, approximately 34 percent of the Company’s employees, located at 11 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.
•	If there is a significant interruption in the operation of any of the Company’s facilities or third-party distribution centers, 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 or third-party distribution centers, particularly facilities in New Orleans where approximately 80 percent of the Company’s coffee production capacity is located, whether as a result of a natural disaster, flu pandemic, or other causes, could significantly impair the Company’s ability to operate its business. 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 significant interruption in the operation of one of the Company’s facilities or third-party distribution centers 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.

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•	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 and 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.
•	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, 2009, the carrying value of goodwill and other intangible assets totaled approximately $5.9 billion, compared to total assets of approximately $8.2 billion and total shareholders’ equity of approximately $4.9 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 and option contracts to manage commodity prices 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 loss in sales volume to the extent pricing increases are taken.
•	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 prices subsequently increase, or if it institutes a position and prices 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.

9

•	Increases in logistics and other transportation-related costs could materially 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, 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.
•	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.
•	The Company may be unable to maintain or improve its profit margins in the face of a 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 24 percent of the Company’s net sales in 2009. These sales are primarily included in the three U.S. retail market segments. Trade receivables at April 30, 2009, included amounts due from Wal-Mart Stores, Inc. and its subsidiaries of approximately $73.2 million. During 2009, the Company’s top 10 customers, collectively, accounted for approximately 61 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.

10

•	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 consolidated 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, 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, 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. The Company’s failure or inability to comply with these requirements could subject the Company to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions.
•	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 any of these assumptions, as well as changes in regulations governing these plans, can cause volatility in recorded assets, liabilities, expenses, and future funding requirements.
•	Volatility in the equity markets or interest rates could substantially increase the Company’s pension costs and required pension contributions.
	The Company sponsors qualified defined benefit pension plans and various other nonqualified postretirement plans. The qualified defined benefit pension plans are funded with trust assets invested in a diversified portfolio of debt and equity securities and other investments. Among other factors, changes in interest rates, investment returns and the market value of plan assets can (i) affect the level of plan funding; (ii) cause volatility in the net periodic pension cost; and (iii) increase the Company’s future contribution requirements. A significant decrease in investment returns or the market value of plan assets or a significant decrease in interest rates could increase the Company’s net periodic pension costs and adversely affect its results of operations. A significant increase in the Company’s contribution requirements with respect to qualified defined benefit pension plans could have an adverse impact on its cash flow.
•	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 is dependent 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 prior experience.

11

•	The anticipated benefits from the Folgers transaction may not be realized.
	The Company may not realize the full benefits of the increased sales volume and other benefits that are currently expected to result from the Folgers transaction, or realize these benefits within the time frame that is currently expected. For example, the elimination of duplicative costs may not be possible or may take longer than anticipated. In addition, the benefits of the Folgers transaction may be offset by operating losses relating to changes in commodity or energy prices, increased competition, or by other risks and uncertainties. If the Company fails to realize the benefits it anticipates from the Folgers transaction, the Company’s results of operations may be adversely affected.
•	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. Recent disruptions in global financial markets and banking systems have made 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 United States or globally could affect adversely 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. Longer term volatility and continued 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 affect adversely 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. The disruptions in the capital and credit markets also have resulted 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 affect adversely its results of operations and financial position.

Item 1B. Unresolved Staff Comments.

          None.

12

Item 2. Properties.

          The table below lists all of the Company’s manufacturing and processing facilities at April 30, 2009. 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 properties listed below are owned, except for the West Fargo, North Dakota, facility that is leased. Other than customary lease terms and rental payment obligations, there are no material performance obligations associated with the properties listed below. 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	Coffee
Lexington, Kentucky	Peanut butter
Memphis, Tennessee	Fruit spreads, toppings, syrups
New Bethlehem, Pennsylvania	Peanut butter and combination peanut butter and jelly products
New Orleans, Louisiana (2)	Coffee
Orrville, Ohio	Fruit spreads, toppings, syrups
Oxnard, California	Fruit
Ripon, Wisconsin	Fruit spreads, toppings, syrups, condiments
Scottsville, Kentucky	Frozen sandwiches
Seneca, Missouri	Canned milk
Sherman, Texas	Coffee
Toledo, Ohio	Baking mixes and frostings
West Fargo, North Dakota	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	Fruit spreads, sweet spreads, industrial products

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.

13

Item 4. Submissions of Matters to a Vote of Security Holders.

          None.

Executive Officers of the Registrant.

          The names, ages as of July 1, 2009, 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	65	40	Chairman of the Board and Co-Chief Executive Officer (1)	1973
Richard K. Smucker	61	36	Executive Chairman, President and Co-Chief Executive Officer (2)	1974
Dennis J. Armstrong	54	30	Vice President, Logistics and Operational Support (3)	2007
Mark R. Belgya	48	24	Vice President and Chief Financial Officer (4)	1997
James A. Brown	48	24	Vice President, U.S. Grocery Sales (5)	2009
Vincent C. Byrd	54	32	President, U.S. Retail — Coffee (6)	1988
John W. Denman	52	30	Vice President and Controller (7)	2005
Barry C. Dunaway	46	22	Senior Vice President, Corporate and Organization Development (8)	2001
M. Ann Harlan	49	10	Vice President and General Counsel (9)	2002
Jeannette L. Knudsen	39	6	Corporate Secretary (10)	2009
John F. Mayer	53	29	Vice President, Sales, Grocery Market (11)	2004
Kenneth A. Miller	60	29	Vice President, Alternate Channels (12)	2007
Steven Oakland	48	26	President, U.S. Retail — Smucker’s, Jif and Hungry Jack (13)	1999
Andrew G. Platt	53	26	Vice President, Information Services and Chief Information Officer	2004
Christopher P. Resweber	47	21	Vice President, Marketing Services (14)	2004
Julia L. Sabin	49	25	Vice President and General Manager, Smucker Natural Foods, Inc. (15)	2007
Mark T. Smucker	39	11	President, Special Markets (16)	2001
Paul Smucker Wagstaff	39	13	President, U.S. Retail — Oils and Baking (17)	2001
Albert W. Yeagley	61	35	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.
(3)	Mr. Armstrong was elected to his present position in February 2007, having served as Director, Corporate Operations since April 2006. Prior to that time he served as Director, Scottsville Operations since December 2004.
(4)	Mr. Belgya was elected to his present position in October 2008, having served as Vice President, Chief Financial Officer and Treasurer since January 2005.

14

(5)	Mr. Brown was elected to his present position in April 2009, to be 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 2009, having served as Securities and Acquisition Counsel and Assistant Secretary since November 2007. Prior to that time, she served as Corporate Attorney since August 2002.
(11)	Mr. Mayer was elected to his present position in April 2009, to be 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 August 2004, having 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.
(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.

15

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 2009 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
			Average		shares purchased		value) of shares that
			price		as part of publicly		may yet be
	Total number of		paid per		announced plans or		purchased under the
	shares purchased		share		programs		plans or programs
February 1, 2009 - February 28, 2009		543	$	38.79		—		3,744,222
March 1, 2009 - March 31, 2009		2,299		38.79		—		3,744,222
April 1, 2009 - April 30, 2009		6,696		42.29		—		3,744,222
Total		9,538	$	41.25		—		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 Company’s 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 Company’s Board of Directors. At April 30, 2009, 3,744,222 common shares remain available for repurchase 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.

16

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 2009 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 36 through 39, “Note B: Mergers and Acquisitions” on pages 40 and 41, and “Note C: Restructuring” on page 42.

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 2009 Annual Report to Shareholders under the caption “Management’s Discussion and Analysis,” on pages 18 through 27.

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 2009 Annual Report to Shareholders under the caption “Derivative Financial Instruments and Market Risk” on page 26.

Item 8. Financial Statements and Supplementary Data.

          Consolidated financial statements of the Company at April 30, 2009 and 2008, and for each of the years in the three-year period ended April 30, 2009, 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 2009 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 28 through “Note Q: Common Shares” on page 61. 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 Securities Exchange Act of 1934 as amended (the “Exchange Act”)) as of April 30, 2009, (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.

17

          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, 2009, 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 2009 Annual Report to Shareholders under the heading “Report of Management on Internal Control Over Financial Reporting” on page 28, and under the heading “Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting” on page 29, which reports are incorporated herein by reference.

Item 9B. Other Information.

          None.

18

PART III

Item 10. Directors and 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 19, 2009. 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 Company’s 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 Company’s 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. The Corporate Governance Guidelines reflect “Independent Directors” standards under the final rules of the New York Stock Exchange (NYSE Rule 303A.02). Copies of these documents are available on the Company’s Web site (www.smuckers.com).

Item 11. Executive 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 “Executive Compensation Committee Interlocks and Insider Participation” in the Company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 19, 2009.

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 19, 2009.

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 19, 2009.

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 Preapproval Policies and Procedures” in the Company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 19, 2009.

19

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 22 of this Report.

20

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 26, 2009	The J. M. Smucker Company
	/s/ Mark R. Belgya
	By: Mark R. Belgya
	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 26, 2009
*
Richard K. Smucker	Executive Chairman and Co-Chief Executive Officer, and Director (Principal Executive Officer)	June 26, 2009
/s/ Mark R. Belgya Mark R. Belgya	Vice President and Chief Financial Officer (Principal Financial Officer)	June 26, 2009
*
John W. Denman	Vice President and Controller (Principal Accounting Officer)	June 26, 2009
*
Vincent C. Byrd	Director	June 26, 2009
*
R. Douglas Cowan	Director	June 26, 2009
*
Kathryn W. Dindo	Director	June 26, 2009
*
Paul J. Dolan	Director	June 26, 2009
*
Nancy Lopez Knight	Director	June 26, 2009
*
Elizabeth Valk Long	Director	June 26, 2009
*
Gary A. Oatey	Director	June 26, 2009
*
Mark T. Smucker	Director	June 26, 2009
*
Alex Shumate	Director	June 26, 2009
*
William H. Steinbrink	Director	June 26, 2009
*
Paul Smucker Wagstaff	Director	June 26, 2009

* 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 26, 2009	/s/ Jeannette L. Knudsen
	By:	Jeannette L. Knudsen Attorney-in-Fact

21

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). *

22

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 (Commission File No. 001-5111). *
10.17	Form of Special One-Time Grant Restricted Stock Agreement (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). *

23

INDEX OF EXHIBITS

Exhibit
No.	Description
10.20	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).
10.21	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).
10.22	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).
10.23	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).
10.24	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).
10.25	Note Purchase Agreement, 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, 1999 (Commission File No. 001-5111).
10.26	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).
10.27	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).
10.28	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).
10.29	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).
10.30	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).

24

INDEX OF EXHIBITS

Exhibit
No.	Description
10.31	Note Purchase Agreement, 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, 2000 (Commission File 001-5111).
10.32	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).
10.33	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).
10.34	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).
10.35	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).
10.36	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).
10.37	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).
10.38	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).
10.39	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).
10.40	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).
10.41	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).

25

INDEX OF EXHIBITS

Exhibit
No.	Description
10.42	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).
10.43	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).
10.44	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).
10.45	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 (Commission File 001-5111).
10.46	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).
10.47	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).
10.48	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).
10.49	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).
10.50	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).

26

INDEX OF EXHIBITS

Exhibit
No.	Description
10.51	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).
10.52	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).
10.53	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).
10.54	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).
10.55	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).
10.56	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 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).
10.57	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 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).
10.58	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 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).
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 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).

27

INDEX OF EXHIBITS

Exhibit
No.	Description
10.60	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).
10.61	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).
10.62	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).
10.63	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).
10.64	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).
10.65	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).
10.66	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).
10.67	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).
13	Excerpts from 2009 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.
18	Change in Accounting Principle
21	Subsidiaries of the Registrant
23	Consent of Independent Registered Public Accounting Firm

28

INDEX OF EXHIBITS

Exhibit
No.	Description
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.

29

THE J. M. SMUCKER COMPANY

ANNUAL REPORT ON FORM 10-K

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

		Annual Report
	Form 10-K	to
	Report	Shareholders
Data incorporated by reference to the 2009 Annual Report to Shareholders of The J. M. Smucker Company:
Report of Management on Internal Control Over Financial Reporting		28
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting		29
Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements		30
Consolidated Balance Sheets at April 30, 2009 and 2008		32 - 33
For the years ended April 30, 2009, 2008, and 2007:
Statements of Consolidated Income		31
Statements of Consolidated Cash Flows		34
Statements of Consolidated Shareholders’ Equity		35
Notes to Consolidated Financial Statements		36 - 61
Consolidated financial statement schedule at April 30, 2009, or for the years ended April 30, 2009, 2008, and 2007:
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, 2009, 2008, and 2007

(Dollars in Thousands)

	Balance at		Charged to			Charged to
	Beginning		Costs and			Other					Balance at
Classification	of Year		Expenses			Accounts		Deductions (A)			End of Year
2009
Valuation allowance for deferred tax assets	$	9,890	$	(864	)	$	—	$	—		$	9,026
Allowance for doubtful accounts		911		1,190			—		100			2,001
	$	10,801	$	326		$	—	$	100		$	11,027
2008
Valuation allowance for deferred tax assets	$	16,626	$	(6,736	)	$	—	$	—		$	9,890
Allowance for doubtful accounts		821		233			—		143			911
	$	17,447	$	(6,503	)	$	—	$	143		$	10,801
2007
Valuation allowance for deferred tax assets	$	24,024	$	(7,607	)	$	209	$	—		$	16,626
Allowance for doubtful accounts		1,210		(415	)		—		(26	)		821
	$	25,234	$	(8,022	)	$	209	$	(26	)	$	17,447

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

F-2

EX-10.16

Exhibit 10.16

THE J. M. SMUCKER COMPANY

SPECIAL ONE-TIME GRANT

DEFERRED STOCK UNITS AGREEMENT

     WHEREAS, «Formal_Name» «Last_Name» (the “Grantee”) is an employee of The J. M. Smucker Company, an Ohio corporation, or one of its subsidiaries (hereinafter called the “Company”); and

     WHEREAS, the Company, The Procter & Gamble Company (“P&G”), The Folgers Coffee Company, a wholly owned subsidiary of P&G (“Folgers”), Moon Merger Sub., a wholly owned subsidiary of the Company, has entered into a Transaction Agreement (the “Agreement”), dated June 4, 2008, pursuant to which the Company will acquire Folgers from P&G (the “Transaction”);

     WHEREAS, in accordance with the provisions of Article V of the Agreement, the Company has agreed, subject to the closing of the Transaction, and satisfaction of certain other conditions contained therein and in the ancillary documents executed in connection with the Transaction, to make a special one-time grant of deferred stock units to employees of Folgers and its subsidiaries who reside in Canada;

     WHEREAS, the Executive Compensation Committee (the “Committee”) of the Board of Directors of the Company, on October 20, 2008, authorized this special one-time grant of deferred stock units (as defined below), subject to the closing of the Transaction and satisfaction of other conditions precedent to be effective on November 18, 2008 (the “Date of Grant”);

     WHEREAS, the execution of an agreement in the form hereof (this “Agreement”) has been authorized by a resolution of the Committee of the Board of Directors of the Company, pursuant to The J. M. Smucker Company 2006 Equity Compensation Plan (the “Plan”), as of October 20, 2008;

     NOW, THEREFORE, the Company hereby grants to the Grantee «Deferred_Stock_Units» of Deferred Stock Units (as defined in the Plan) (the “Deferred Stock Units”), effective as of the Date of Grant, subject to the terms and conditions of the Plan and the following additional terms, conditions, limitations and restrictions.

ARTICLE I

DEFINITIONS

     All terms used herein with initial capital letters and not otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in the Plan.

ARTICLE II

CERTAIN TERMS OF THE DEFERRED STOCK UNITS

1.	Grant of Deferred Stock Units. The Deferred Stock Units covered by this Agreement are granted to the Grantee effective on the Date of Grant and are subject to and granted upon the terms, conditions and restrictions set forth in this Agreement and in the Plan. The Deferred Stock Units shall become vested in accordance with Section 3 hereof. Each Deferred Stock Unit shall represent one hypothetical share of Common Stock, without par value of the Company (the “Common Stock”) and shall at all times be equal in value to one share of Common Stock. The Deferred Stock Units will be credited to the Grantee in an account established for the Grantee until payment in accordance with Section 4 hereof.
2.	Restrictions on Transfer of Deferred Stock Units. Neither the Deferred Stock Units granted hereby nor any interest therein or in the Common Stock related thereto shall be transferable prior to payment other than by will or pursuant to the laws of descent and distribution (or to a designated beneficiary in the event of the Grantee’s death).
3.	Vesting of Deferred Stock Units.

(a)

The Deferred Stock Units shall become vested on the third anniversary of the Date of Grant, which such date will be November 18, 2011 (the “Vesting Date”), if the Grantee shall have remained in the continuous employ of the Company or a Subsidiary during that three (3) year period. Any Deferred Stock Units not vested will be forfeited, except as provided in Section 3(b) below, if the Grantee ceases to be continuously employed by the Company prior to the Vesting Date. Deferred Stock Units may also be forfeited in the event the Board determines the Grantee has engaged in Detrimental Activity as such term is defined in the Plan.

(b)

Notwithstanding the provisions of Section 3(a), all of the Deferred Stock Units shall immediately become nonforfeitable (each, a “Vesting Event”) (i) if the Grantee dies or becomes permanently disabled while in the employ of the Company or a Subsidiary during the three-year period from the Date of Grant, (ii) after the lapse of a period of two years from the date upon which the Transaction closed, the Grantee elects to retire and either (A) has reached the age of 60 with at least ten years of service with P&G or Folgers, or (B) has reached the age of 55 with at least 20 years of service with P&G or Folgers, or (iii) if a Change in Control occurs during the three-year period from the Date of Grant while the Grantee is employed by the Company or a Subsidiary.

4. Issuance of the Common Stock.

(a)	The Company will issue to the Grantee the Common Stock underlying the vested Deferred Stock Units on the Vesting Date or, if earlier, upon the occurrence of a Vesting Event.
(b)	Except to the extent permitted by the Company and the Plan, no Common Stock may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement.
(c)	The Company’s obligations to the Grantee with respect to the Deferred Stock Units will be satisfied in full upon the issuance of shares of Common Stock corresponding to such Deferred Stock Units.

5. Dividend, Voting and Other Rights.

(a)	The Grantee shall have no rights of ownership in the Deferred Stock Units and shall have no right to dividends and no right to vote Deferred Stock Units until the date on which the Common Stock underlying the Deferred Stock Units is transferred to the Grantee pursuant to Section 4 above.
(b)	The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver shares of Common Stock in the future, and the rights of the Grantee will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.

ARTICLE III

GENERAL PROVISIONS

1.	Adjustments. The number of shares of Common Stock issuable pursuant to the Deferred Stock Units is subject to adjustment as provided in Section 13 of the Plan.
2.	Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any shares of Common Stock pursuant to this Agreement if the issuance thereof would result in a violation of any such law.
3.	Compliance with Section 409A of the Code. To the extent that the Grantee is or becomes subject to payment of U.S. tax, then appropriate adjustments may be made if necessary to make the awards comply with Section 409A of the Code. Reference to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance,

	promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
4.	Withholding Taxes. To the extent that the Company or any Subsidiary is required to withhold any federal, state, local or foreign tax in connection with the Deferred Stock Units or the issuance of Common Shares pursuant to this Agreement, and the amounts available to the Company or such Subsidiary are insufficient, it shall be a condition to the issuance of such Common Shares that the Grantee make arrangements satisfactory to the Company or such Subsidiary for payment of the balance of such taxes required to be withheld. This tax withholding obligation shall or may be satisfied by the Company withholding Common Shares otherwise issuable pursuant to this award in order to satisfy the minimum tax withholding amount permissible under the method that results in the least amount withheld.
5.	Continuous Employment. For purposes of this Agreement, the continuous employment of the Grantee with the Company or a Subsidiary shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company or Subsidiary, by reason of the (i) transfer of his employment among the Company and its Subsidiaries or (ii) a leave of absence approved by an officer of the Company or a Subsidiary.
6.	Right to Terminate Employment. No provision of this Agreement shall limit in any way whatsoever any right that the Company or a Subsidiary may otherwise have to terminate the employment of the Grantee at any time. Nothing herein shall be deemed to create a contract or a right to employment with respect to the Grantee.
7.	Relation to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement, or other benefit or compensation plan maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.
8.	Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall impair the rights of the Grantee under this Agreement without the Grantee’s consent.
9.	Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

10.

Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. The Board acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the Deferred Stock Units.

11.

Governing Law. This Agreement is made under, and shall be governed by and construed in accordance with the internal substantive laws of the State of Ohio.

          This Agreement is executed by the Company as of the 18^th day of November 2008.

THE J. M. SMUCKER COMPANY
/s/ M. Ann Harlan
By:	M. Ann Harlan
Title:	Vice President, General Counsel, and Secretary

          The undersigned hereby acknowledges receipt of an executed original of this Deferred Stock Units Agreement, together with a copy of the Plan Prospectus, dated September 28, 2006, summarizing key provisions of the Plan, and accepts the award of Deferred Stock Units granted hereunder on the terms and conditions set forth herein and in the Plan.

Date:                     , 2008
	Grantee: «Formal_Name» «Last_Name»

EX-10.17

Exhibit 10.17

THE J. M. SMUCKER COMPANY

SPECIAL ONE-TIME GRANT

RESTRICTED STOCK AGREEMENT

     WHEREAS, «Formal_Name» «Last_Name» (the “Grantee”) is an employee of The J. M. Smucker Company, an Ohio corporation, or one of its subsidiaries (hereinafter called the “Company”); and

     WHEREAS, the Company, The Procter & Gamble Company (“P&G”), The Folgers Coffee Company, a wholly owned subsidiary of P&G (“Folgers”), Moon Merger Sub., a wholly owned subsidiary of the Company, has entered into a Transaction Agreement (the “Agreement”), dated June 4, 2008, pursuant to which the Company will acquire Folgers from P&G (the “Transaction”);

     WHEREAS, in accordance with the provisions of Article V of the Agreement, the Company has agreed, subject to the closing of the Transaction, and satisfaction of certain other conditions contained therein and in the ancillary documents executed in connection with the Transaction, to make a special one-time grant of restricted shares to employees of Folgers and its subsidiaries;

     WHEREAS, the Executive Compensation Committee (the “Committee”) of the Board of Directors of the Company, on October 20, 2008, authorized this special one-time grant of restricted shares (as defined below), subject to the closing of the Transaction and satisfaction of other conditions precedent to be effective on November 18, 2008 (the “Date of Grant”);

     WHEREAS, the execution of an agreement in the form hereof (this “Agreement”) has been authorized by a resolution of the Committee of the Board of Directors of the Company, pursuant to The J. M. Smucker Company 2006 Equity Compensation Plan (the “Plan”), as of October 20, 2008;

     NOW, THEREFORE, the Company hereby grants to the Grantee «Restricted_Stock_Award» shares of Restricted Stock (as defined in the Plan) (the “Restricted Stock”), effective as of the Date of Grant, subject to the terms and conditions of the Plan and the following additional terms, conditions, limitations and restrictions.

ARTICLE I

DEFINITIONS

     All terms used herein with initial capital letters and not otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in the Plan.

ARTICLE II

CERTAIN TERMS OF THE RESTRICTED STOCK

     1. Issuance of Restricted Stock. The Restricted Stock covered by this Agreement shall be issued to the Grantee effective upon the Date of Grant. The Common Shares subject to this grant of Restricted Stock shall be registered in the Grantee’s name and shall be fully paid and nonassessable. Any certificates or evidence of award shall bear an appropriate legend referring to the restrictions hereinafter set forth.

     2. Restrictions on Transfer of Shares. The Common Shares subject to this grant of Restricted Stock may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee, except to the Company, unless the Restricted Stock has become nonforfeitable as provided in Section 3 hereof; provided, however, that the Grantee’s rights with respect to such Common Shares may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer or encumbrance in violation of the provisions of this Section 2 of this Article II shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Common Shares. The Company in its sole discretion, when and as permitted by the Plan, may waive the restrictions on transferability with respect to all or a portion of the Common Shares subject to this grant of Restricted Stock.

     3. Vesting of Restricted Stock.

          (a) All of the Restricted Stock covered by this Agreement shall become nonforfeitable on the third anniversary of the Date of Grant (November 18, 2011), if the Grantee shall have remained in the continuous employ of the Company or a Subsidiary during that three-year period.

          (b) Notwithstanding the provisions of Section 3(a) of this Article II, all of the Restricted Stock covered by this Agreement shall immediately become nonforfeitable (i) if the Grantee dies or becomes permanently disabled while in the employ of the Company or a Subsidiary during the three-year period from the Date of Grant, (ii) after the lapse of a period of two years from the date upon which the Transaction closed, the Grantee elects to retire and either (A) has reached the age of 60 with at least ten years of service with P&G or Folgers, or (B) has reached the age of 55 with at least 20 years of service with P&G or Folgers, or (iii) if a Change in Control occurs during the three-year period from the Date of Grant while the Grantee is employed by the Company or a Subsidiary.

          (c) Notwithstanding the provisions of Section 3(a) of this Article II, if the Grantee leaves the employ of the Company or a Subsidiary within three years from the Date of Grant under circumstances determined by the Committee to be for the convenience of the Company (which shall include elimination of Grantee’s position with the Company other than based upon the Detrimental Activity of the Grantee), the Committee may, when and as permitted by the Plan, determine that all of the Restricted Stock covered by this Agreement shall become nonforfeitable.

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          (d) The Grantee hereby represents and warrants that (taking into account the Common Shares subject to this grant of Restricted Stock and the maximum amount of other Common Shares that the Grantee, and any other member of a coordinating group of which the Grantee is a member, may become entitled to pursuant to any then outstanding grants made to the Grantee, or any other member of any such group, under the Plan or otherwise) the Grantee will not upon the Date of Grant nor at any time up to and including the time the Restricted Stock becomes nonforfeitable, be a ten-percent shareholder or a controlling shareholder, and the Grantee will not be a member of a coordinating group that is a ten-percent shareholder or a controlling shareholder. The Grantee further covenants that, upon the Committee’s request, the Grantee shall provide such other evidence as may be requested to support the statements of the immediately preceding sentence. For purposes of this Agreement, the terms “coordinating group,” “ten-percent shareholder” and “controlling shareholder” have the meanings ascribed to such terms in United States Treasury Regulation Section 1.355-7(h) promulgated under Section 355 of the Code.

     Notwithstanding anything in this Section 3 of this Article II to the contrary, if the Committee determines in its absolute discretion that the Grantee would be, or a coordinating group of which the Grantee is a member would be, a ten-percent shareholder or a controlling shareholder (taking into account the Common Shares subject to this grant of Restricted Stock and the maximum amount of other Common Shares that the Grantee and all members of such coordinating group, if any, may become entitled to pursuant to any then outstanding grants made to the Grantee under the Plan or otherwise) immediately following the time that the Restricted Stock would otherwise become nonforfeitable pursuant to this Section 3 of this Article II, the Restricted Stock shall be forfeited and the Committee shall, in its absolute discretion, determine such other means, if any, of compensating the Grantee in lieu of the Restricted Stock. In the event of a forfeiture, any certificate(s) representing the Restricted Stock or any evidence of direct registration representing the Restricted Stock covered by this Agreement shall be cancelled.

     4. Forfeiture of Shares. The Restricted Stock shall be forfeited, except as otherwise provided in Section 3 above, if the Grantee ceases to be employed by the Company or a Subsidiary prior to three years from the Date of Grant or in the event the Board determines the Grantee has engaged in Detrimental Activity as such term is defined in the Plan. In the event of a forfeiture, any certificate(s) representing the Restricted Stock or any evidence of direct registration representing the Restricted Stock covered by this Agreement shall be cancelled.

     5. Dividend, Voting and Other Rights. (a) Except as otherwise provided herein, from and after the Date of Grant, the Grantee shall have all of the rights of a shareholder with respect to the Restricted Stock covered by this Agreement, including the right to vote such Restricted Stock and receive any dividends that may be paid thereon; provided, however, that any additional Common Shares or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation, or reorganization or any other change in the capital structure of the Company shall be subject to the same restrictions as the Restricted Stock covered by this Agreement.

          (b) Cash dividends on the Restricted Stock covered by this Agreement shall be paid to the Grantee pursuant to the Company’s Amended and Restated Articles of

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Incorporation and reported on the Grantee’s annual wage and tax statement (Form W-2) as compensation.

     6. Retention of Stock Certificate(s) by the Company. Certificates representing shares of Restricted Stock, if any, will be held in custody by the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Grantee in whose name such certificates are registered, endorsed in blank and covering such shares, until all restrictions thereon will have lapsed.

ARTICLE III

GENERAL PROVISIONS

     1. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any Common Shares pursuant to this Agreement if the issuance thereof would result in a violation of any such law.

     2. Withholding Taxes. To the extent that the Company or any Subsidiary is required to withhold any federal, state, local or foreign tax in connection with any delivery of Common Shares pursuant to this Agreement, and the amounts available to the Company or such Subsidiary are insufficient, it shall be a condition to the receipt of such delivery that the Grantee make arrangements satisfactory to the Company or such Subsidiary for payment of the balance of such taxes required to be withheld.

     3. Continuous Employment. For purposes of this Agreement, the continuous employment of the Grantee with the Company or a Subsidiary shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company or Subsidiary, by reason of the (i) transfer of his employment among the Company and its Subsidiaries or (ii) a leave of absence approved by a officer of the Company or a Subsidiary.

     4. Right to Terminate Employment. No provision of this Agreement shall limit in any way whatsoever any right that the Company or a Subsidiary may otherwise have to terminate the employment of the Grantee at any time. Nothing herein shall be deemed to create a contract or a right to employment with respect to the Grantee.

     5. Relation to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement, or other benefit or compensation plan maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.

     6. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall impair the rights of the Grantee under this Agreement without the Grantee’s consent.

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     7. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

     8. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. The Board acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the Restricted Stock.

     9. Governing Law. This Agreement is made under, and shall be governed by and construed in accordance with the internal substantive laws of the State of Ohio.

     This Agreement is executed by the Company as of the 18th day of November 2008.

THE J. M. SMUCKER COMPANY
/s/ M. Ann Harlan
By:	M. Ann Harlan
Title:	Vice President, General Counsel, and Secretary

     The undersigned hereby acknowledges receipt of an executed original of this Restricted Stock Agreement, together with a copy of the Plan Prospectus, dated September 28, 2006, summarizing key provisions of the Plan, and accepts the award of Restricted Stock granted hereunder on the terms and conditions set forth herein and in the Plan and agrees to be bound by the covenants and terms and conditions set forth herein and in the Plan.

Date:                     , 2008
	Grantee: «Formal_Name» «Last_Name»

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EX-10.45

Exhibit 10.45

FOURTH AMENDMENT AGREEMENT

     This FOURTH AMENDMENT AGREEMENT (this “Amendment”) is made as of the 23^rd day of October, 2008 among:

     (a) THE J. M. SMUCKER COMPANY, an Ohio corporation (“US Borrower”);

     (b) SMUCKER FOODS OF CANADA CO., a Nova Scotia corporation (“Canadian Borrower” and, together with US Borrower, collectively, “Borrowers” and, individually, each a “Borrower”);

     (c) the Lenders, as defined in the Credit Agreement, as hereinafter defined;

     (d) KEYBANK NATIONAL ASSOCIATION, as the lead arranger and administrative agent for the Lenders under the Credit Agreement (“Agent”); and

     (e) BANK OF MONTREAL, as the Canadian funding agent and syndication agent under the Credit Agreement (the “Canadian Funding Agent”).

     WHEREAS, Borrowers, Agent and the Lenders are parties to that certain Credit Agreement, dated as of June 18, 2004, that provides, among other things, for loans and letters of credit aggregating One Hundred Eighty Million Dollars ($180,000,000), all upon certain terms and conditions (as amended and as the same may from time to time be further amended, restated or otherwise modified, the “Credit Agreement”);

     WHEREAS, Borrowers, Agent and the Lenders desire to amend the Credit Agreement to modify certain provisions thereof and add certain provisions thereto;

     WHEREAS, each capitalized term used herein and defined in the Credit Agreement, but not otherwise defined herein, shall have the meaning given such term in the Credit Agreement; and

     WHEREAS, unless otherwise specifically provided herein, the provisions of the Credit Agreement revised herein are amended as of the date of this Amendment;

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein and for other valuable consideration, Borrowers, Agent and the Lenders agree as follows:

     1. Amendment to Definitions. Section 1.1 of the Credit Agreement is hereby amended to delete the definitions of “Intercreditor Agreement”, “MIX” and “Note Purchase Agreement” therefrom and to insert in place thereof, respectively, the following:

     “Intercreditor Agreement” shall mean the Second Amended and Restated Intercreditor Agreement, dated as of October 23, 2008, among Agent, for the benefit of and on behalf of the Lenders, and the Noteholders, as the same may from time to time be further amended, restated or otherwise modified.

     “MIX” shall mean Smucker LLC.

     “Note Purchase Agreement” shall mean, individually and collectively, (a) those certain Note Purchase Agreements, each dated as of June 16, 1999, among US Borrower and each of the Purchasers (as defined therein), as amended through the date of this Agreement, relating to $75,000,000 of 6.77% Senior Notes due June 1, 2009; (b) those certain Note Purchase Agreements, each dated as of August 23, 2000, among US Borrower and each of the Purchasers (as defined therein), as amended through the date of this Agreement, relating to (i) $17,000,000 of 7.70% Series A Senior Notes due September 1, 2005, (ii) $33,000,000 of 7.87% Series B Senior Notes due September 1, 2007, and (iii) $10,000,000 of 7.94% Series C Senior Notes due September 1, 2010; (c) that certain Note Purchase Agreement, dated as of May 27, 2004, among US Borrower and each of the Purchasers (as defined therein), relating to $100,000,000 of 4.78% Senior Notes due June 1, 2014; (d) that certain Note Purchase Agreement, dated as of May 31, 2007, among US Borrower and each of the Purchasers (as defined therein), relating to $400,000,000 of 5.55% Senior Notes due April 1, 2022; (e) that certain Note Purchase Agreement, dated as of October 23, 2008, among US Borrower and each of the Purchasers (as defined therein), relating to (i) $376,000,000 of 6.63% Senior Notes due November 1, 2018, and (ii) $24,000,000 of 6.12% Senior Notes due November 1, 2015, and (f) any other similar public or private debt instrument or agreement that (i) meets the definition of Material Indebtedness Agreement and (ii) is entitled to the benefits of the Intercreditor Agreement; as each of the foregoing may from time to time be further amended, restated or otherwise modified or replaced.

     2. Addition to Definitions. Section 1.1 of the Credit Agreement is hereby amended to add the following new definition thereto:

     “Folgers” shall mean The Folgers Coffee Company, a Delaware corporation.

     “Folgers Acquisition Date” shall mean the date on which Folgers becomes a Subsidiary of US Borrower pursuant to that certain Transaction Agreement dated as of June 4, 2008 among The Proctor & Gamble Company, Folgers, US Borrower and Moon Merger Sub, Inc.

     “Fourth Amendment Effective Date” shall mean October 23, 2008.

     “Smucker LLC” shall mean J.M. Smucker LLC, an Ohio limited liability company, formerly known as International Multifoods Corporation, a Delaware corporation, and its successors and assigns.

     3. Amendment to Financial Covenants. Section 5.7 of the Credit Agreement is hereby amended to delete subsection (b) therefrom and to insert in place thereof the following new subsection (b), and to add the following new subsection (c) thereto:

     (b) Consolidated Net Worth. US Borrower shall not suffer or permit at any time the Consolidated Net Worth to be less than (i) prior to the Folgers Acquisition Date, One Billion Dollars ($1,000,000,000), and (ii) on and after the Folgers Acquisition Date, Three Billion Five Hundred Million Dollars ($3,500,000,000).

     (c) Additional Financial Covenants. In addition, for any period that the financial covenants set forth in Schedule 5.7(c) hereto are more restrictive than the financial covenants set forth in subsections (a) and (b) above, US Borrower shall not fail or omit to perform the financial covenants set forth in Schedule 5.7(c) hereto.

     4. Amendment to Schedules. The Credit Agreement is hereby amended to add Schedule 5.7(c) thereto in the form of Schedule 5.7(c) attached hereto.

     5. Closing Deliveries. Concurrently with the execution of this Amendment:

     (a) Borrowers shall cause each Guarantor of Payment to execute the attached Guarantor Acknowledgement and Agreement; and

     (b) Borrowers shall pay all reasonable and documented legal fees and expenses of Agent in connection with this Amendment.

     6. Representations and Warranties. Borrowers hereby represent and warrant to Agent and the Lenders that (a) Borrowers have the legal power and authority to execute and deliver this Amendment; (b) the officers executing this Amendment have been duly authorized to execute and deliver the same and bind Borrowers with respect to the provisions hereof; (c) the execution and delivery hereof by Borrowers and the performance and observance by Borrowers of the provisions hereof do not violate or conflict with the organizational agreements of Borrowers or any law applicable to Borrowers or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against Borrowers; (d) no Default or Event of Default exists, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; (e) each of the representations and warranties contained in the Loan Documents is true and correct in all material respects as of the Fourth Amendment Effective Date as if made on the Fourth Amendment Effective Date, except to the extent that any such representation or warranty expressly states that it relates to an earlier date (in which case such representation or warranty is true and correct in all material respects as of such earlier date); (f) Borrowers are not aware of any claim or offset against, or defense or counterclaim to, Borrowers’ obligations or liabilities under the Credit Agreement or any other Related Writing; and (g) this Amendment constitutes a valid and binding obligation of Borrowers in every respect, enforceable in accordance with its terms.

     7. References to Credit Agreement. Each reference that is made in the Credit Agreement or any other Related Writing shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as herein otherwise specifically provided, all terms and provisions of the Credit Agreement are confirmed and ratified and shall remain in full force and effect and be unaffected hereby. This Amendment is a Related Writing.

     8. Waiver and Release. Borrowers, by signing below, hereby waive and release Agent and each of the Lenders, and their respective directors, officers, employees, attorneys, affiliates and subsidiaries, from any and all claims, offsets, defenses and counterclaims of which Borrowers are aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.

     9. Counterparts. This Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

     10. Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

     11. Severability. Any term or provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the term or provision so held to be invalid or unenforceable.

     12. Governing Law. The rights and obligations of all parties hereto shall be governed by the laws of the State of Ohio, without regard to principles of conflicts of laws.

[Remainder of page intentionally left blank.]

JURY TRIAL WAIVER. BORROWERS, AGENT AND THE LENDERS, TO THE EXTENT PERMITTED BY LAW, EACH HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERS, AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

     IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first set forth above.

THE J. M. SMUCKER COMPANY
By:	/s/ Debra A. Marthey
	Name:	Debra A. Marthey
	Title:	Treasurer
SMUCKER FOODS OF CANADA CO.
By:	/s/ Debra A. Marthey
	Name:	Debra A. Marthey
	Title:	Treasurer
KEYBANK NATIONAL ASSOCIATION, as Agent and as a Lender
By:	/s/ Marianne T. Meil
	Name:	Marianne T. Meil
	Title:	Senior Vice President
BANK OF MONTREAL, as Canadian Funding Agent, Syndication Agent and as a Lender
By:	/s/ Sean P. Gallaway
	Name:	Sean P. Gallaway
	Title:	Vice President

Signature Page 1 of 2 to
Fourth Amendment Agreement

FIFTH THIRD BANK
By:	/s/ James P. Byrnes
	Name:	James P. Byrnes
	Title:	Senior Vice President
BANK OF MONTREAL, Chicago branch
By:	/s/ Betzaida Erdelyi
	Name:	Betzaida Erdelyi
	Title:	Director
FIFTH THIRD BANK, Toronto branch, a branch of an Ohio banking corporation
By:	/s/ Jeremiah A. Hynes
	Name:	Jeremiah A. Hynes
	Title:	Vice President & Principal Officer

Signature Page 2 of 2 to
Fourth Amendment Agreement

ACKNOWLEDGMENT AND AGREEMENT

     The undersigned consent and agree to and acknowledge the terms of the foregoing Fourth Amendment Agreement dated as of October 23, 2008. The undersigned further agree that the obligations of the undersigned pursuant to the Guaranty of Payment executed by the undersigned are hereby ratified and shall remain in full force and effect and be unaffected hereby.

     The undersigned hereby waive and release Agent and the Lenders and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of any kind or nature, absolute or contingent, of which the undersigned are aware or should be aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.

     JURY TRIAL WAIVER. THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERS, AGENT, THE LENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

THE J. M. SMUCKER COMPANY			J.M. SMUCKER LLC
By:	/s/ Debra A. Marthey		By:	/s/ Debra A. Marthey
	Name:	Debra A. Marthey		Name:	Debra A. Marthey
	Title:	Treasurer		Title:	Treasurer

Signature Page to
Acknowledgment and Agreement

SCHEDULE 5.7(c)

     1. Additional Financial Covenants. Capitalized term used herein and defined in the Credit Agreement, but not otherwise defined herein as a “Special Definition” below, shall have the meaning given such term in the Credit Agreement.

     (a) Leverage Ratio. US Borrower will not permit, as of the end of each fiscal quarter, Consolidated Debt determined as of such date to exceed 55% of the sum of (i) Consolidated Debt and (ii) Consolidated Net Worth, each determined as of such date.

     (b) Priority Debt. US Borrower will not, at any date, permit Priority Debt to exceed (a) prior to the last day of the fiscal quarter in which the Folgers Acquisition Date occurs, 25% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of US Borrower), and (b) thereafter, 15% of Consolidated Total Capitalization (determined as of the last day of the then most recently ended fiscal quarter of US Borrower or determined as of such date if such date shall be the last day of a fiscal quarter of US Borrower).

     2. Accounting Terms. All accounting terms used herein which are not expressly defined in this Schedule 5.7(c) have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (a) all computations made pursuant to this Schedule 5.7(c) shall be made in accordance with GAAP, and (b) all financial statements shall be prepared in accordance with GAAP.

     3. Special Definitions.

     “Consolidated Debt” means, as of any date of determination, the total of all Debt of US Borrower and its Subsidiaries outstanding on such date, after eliminating all offsetting debits and credits between US Borrower and its Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial statements of US Borrower and its Subsidiaries in accordance with GAAP.

     “Consolidated Funded Debt” means, as of any date of determination, the total of all Funded Debt of US Borrower and its Subsidiaries outstanding on such date, after eliminating all offsetting debits and credits between US Borrower and its Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial statements of US Borrower and its Subsidiaries in accordance with GAAP.

     “Consolidated Total Capitalization” means, at any time, the sum of Consolidated Net Worth and Consolidated Funded Debt.

     “Funded Debt” means, with respect to any Person, all Debt of such Person which by its terms or by the terms of any instrument or agreement relating thereto matures, or which is otherwise payable or unpaid, one year or more from, or is directly or indirectly renewable or extendible at the option of the obligor in respect thereof to a date one year or more (including, without limitation, an option of such obligor under a revolving credit or similar agreement obligating the lender or lenders to extend credit over a period of one year or more) from, the date of the creation thereof.

EX-13

FINANCIAL HIGHLIGHTS
The J. M. Smucker Company

	Year Ended April 30,
(Dollars in thousands, except per share data)	2009		2008
Net sales	$	3,757,933	$	2,524,774
Net income and net income per common share:
Net income	$	265,953	$	170,379
Net income per common share – assuming dilution	$	3.12	$	3.00
Income and income per common share before restructuring and merger and integration costs:(1)
Income	$	321,617	$	178,881
Income per common share – assuming dilution	$	3.77	$	3.15
Common shares outstanding at year end		118,422,123		54,622,612
Number of employees		4,700		3,250
(1) Reconciliation to net income:
Income before income taxes	$	396,065	$	254,788
Merger and integration costs		72,666		7,967
Cost of products sold – restructuring		—		1,510
Other restructuring costs		10,229		3,237
Income before income taxes, restructuring, and merger and integration costs	$	478,960	$	267,502
Income taxes		157,343		88,621
Income before restructuring and merger and integration costs	$	321,617	$	178,881

CONTENTS

Our Culture	1
Letter to Shareholders	2
Business Overview	4
Our Commitment to Sustainability	11
Our Store and Café	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	28
Report of Management on Responsibility for Financial Reporting	28
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting	29
Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements	30
Consolidated Financial Statements	31
Notes to Consolidated Financial Statements	36
Directors and Officers	62
Properties	62
Corporate and Shareholder Information	63

Dear Shareholders and Friends:

This past fiscal year has been one of the most remarkable and unprecedented in our Company’s history. We delivered excellent results across the business while successfully completing the largest merger in our history. In November 2008, we added Folgers—the #1 U.S. Retail coffee brand—to our portfolio. The strategic rationale for this transaction is compelling:

	Expands our portfolio of strong, #1 food brands in North America.
	Adds a nearly $2 billion brand that delivers strong profitability and increased cash flow.
	Continues to enhance our size and scale.
	Expands our product offerings to consumers throughout the day and evening.
	Enhances our organization with talented new employees and provides all employees with growth opportunities as part of a Company strongly rooted in our Basic Beliefs of Quality, People, Ethics, Growth, and Independence.

Fiscal Year 2009

Our fiscal year results are particularly gratifying given challenges in the broader economy and record commodity costs that pressured margins during the first half of the year. Our results reflect the continued implementation of our Strategy and the considerable talent and dedication of our employees:

	Sales were $3.8 billion, up 49 percent over last year.
	Net income per share was $3.12, up from $3.00 last year, a four percent increase.
	Cash flow from operations exceeded $440 million. Total cash and investments as of April 30, 2009, were $470 million.
	In addition to our regular dividend payments, a special one-time dividend of $5.00 per share was issued to Smucker shareholders of record as of September 30, 2008. This one-time dividend was part of the overall Folgers transaction and an example of how we continue to provide long-term value to our shareholders.

Long-Term Performance

We are confident that our exceptional employees and strong portfolio of leading, icon brands will continue to deliver long-term growth. As we look forward, we expect to grow sales by six percent and earnings per share by eight percent or more over the long term.

Several favorable factors will fuel continued momentum:

	We remain committed to a clear and proven strategy of owning and marketing leading food brands in North America.
	Market share continues to grow across almost every category in which we compete and more than 75 percent of our sales come from #1 food brands.
	Consumers are eating more meals at home.
	Families continue to look for value and our brands offer a variety of choices. Value refers not only to the price consumers pay, but the quality, convenience, and overall product experience they receive for the price. Quality has been one of our Basic Beliefs throughout our history and product safety is at the forefront of everything we do. We deeply value the trust that our consumers place in The J. M. Smucker Company and we work every day to preserve that trust.
	The addition of Folgers has enabled the Company to leverage its distribution, sales, operations, and administrative functions and we are on track to achieve $80 million in stated synergies within the first 18 months of owning the Coffee business. Leveraging our increased scale will enable us to grow bottom-line profitability at a faster pace than our top-line growth.
	We have an outstanding team, and they have delivered record core business results this year, while integrating the largest merger in our history. The commitment of our employees to the values and principles upon which the Company was founded will continue to guide how we do business in both prosperous and uncertain economic times.

2

At Smucker, Our Purpose is to bring families together to share memorable meals and moments. We have always defined success by more than financial performance. We believe how we do things is just as important as what we do.

Our Purpose and Our Brands

We offer consumers diverse brands and products that are part of everyday meals, casual get-togethers, and special occasions. And, more than just providing a meal or snack, The J. M. Smucker Company has a meaningful impact on society with a portfolio of brands that brings families together to share memorable meals and moments. These moments are repeated millions of times each day across North America and research suggests that time spent together builds stronger, healthier families.

The world has changed dramatically since our Company was founded over 110 years ago. Life is more hurried, yet consumers continue to find comfort in simple pleasures enjoyed with family and friends. We take great pride in the small, but important role that our brands play in the lives of our consumers by offering trusted products during all parts of the day:

	Each morning families awake to the fresh aroma of Folgers or Dunkin’ Donuts coffee and pour a glass of refreshing R.W. Knudsen Family juice. They start the day together with warm biscuits made from Martha White flour and covered with Smucker’s preserves or Jif peanut butter.
	For a meal or a snack, children and adults alike enjoy the homemade taste of peanut butter and jelly with a convenient Smucker’s Uncrustables sandwich.
	And, in the evening, friends and family sit down to talk about their day while enjoying a cup of Folgers coffee with a piece of Pillsbury cake or a brownie.

Bringing families together is best accomplished by employees who feel like family themselves. At Smucker, we maintain a unique family feeling by genuinely living our Basic Beliefs of Quality, People, Ethics, Growth, and Independence.

Our Purpose is what brings Smucker employees to work every day. Our Strategy is what guides our organization in a common direction and is the framework for serving our consumers, customers, employees, suppliers, communities, and shareholders.

We look forward to the continued successful integration of the Coffee business, leveraging our increased scale, and providing consumers with trusted, simple pleasures that are “good and good for you,” “easy for you,” and that “make you smile.”

We believe the best is yet to come for the Company and all our valued constituents.

Sincerely,

Tim Smucker	Richard Smucker

3

Business Overview

U.S. RETAIL COFFEE MARKET SEGMENT
Folgers, Dunkin’ Donuts, and Millstone

     The Folgers merger added $856 million in sales and $241 million in segment profit during fiscal 2009.

     Folgers became the 12th brand in our Company’s portfolio that enjoys the #1 market share position in its category.

     As part of the merger, we also acquired the Millstone coffee brand and the licensing rights to manufacture and distribute Dunkin’ Donuts coffee products through retail channels. Dunkin’ Donuts coffee and Millstone coffee participate in the growing gourmet segment of the coffee category.

     The momentum of the Coffee business is significant. Coffee segment sales and profits for the period of Smucker ownership have exceeded the financial expectations we established upon the close of the transaction in November 2008. We attribute this success to several factors:

	The passion, dedication, and focus of our employees.
	The strong, #1 market share position of the Folgers coffee brand across the United States.
	Continued rapid growth of Dunkin’ Donuts coffee in retail.
	Consumers are enjoying more meals at home in the current economic environment.
	The Folgers, Dunkin’ Donuts, and Millstone coffee brands are perfect complements to our other U.S. Retail products and position us well to offer consumers even more choices throughout the day and evening.
	Advantage Sales and Marketing is our single national broker for the grocery business within the U.S. Retail segments and was also representing the Coffee business for Procter & Gamble at the time of the merger. This continuity of representation, in combination with our experienced and talented Smucker sales force, has enabled us to hit the ground running with our customers.
	A smooth transition and partnership with Procter & Gamble.

     Since the close of the transaction in November, a number of significant integration milestones have been achieved:

	Our coffee organization is in place.
	Customers can order and receive Folgers products along with the rest of our Smucker products.
	Smucker systems and processes are in place at all four of the coffee manufacturing facilities.

     During fiscal 2009, Folgers coffee introduced an enhanced, proprietary roasting process, which ensures rich, pure Mountain Grown taste in every cup. Folgers coffee beans are now pre-roasted to improve roasting consistency and ensure a rich taste.

     In addition to this unprecedented innovation, the Coffee business introduced Folgers Brazilian Blend, Folgers Gourmet Selections Brazilian Sunrise, and Dunkin’ Donuts Dark.

We have been privileged to partner with Miriam Weinstein, the author of the thought-provoking and inspiring book, The Surprising Power of Family Meals, which details the far-reaching benefits of family mealtime and cites research that families that eat together are stronger, smarter, healthier, and happier.

4

     During the second half of fiscal 2009, we were pleased to update and release some of the best television advertising for our Folgers brand emphasizing the core brand equity of Folgers: The Best Part of Wakin’ Up. We look forward to introducing new television advertising in fiscal 2010.

     We were honored this past year when Dunkin’ Donuts coffee was named the #2 most successful new product introduction in retail during calendar year 2008 by Information Resources, Inc. (IRI).

U.S. RETAIL CONSUMER MARKET SEGMENT
Smucker’s, Jif, and Hungry Jack

     Sales and profits within our U.S. Retail Consumer Market Segment grew by 10 percent and seven percent, respectively, in fiscal 2009.

Fruit Spreads and Peanut Butter The “Great American PB&J” has been part of family meals for generations and is particularly relevant for the comfort and value it offers in the current economic environment. As consumers reach for what is America’s favorite sandwich, we continue to offer both traditional and new alternatives.

     During fiscal 2009, we introduced Smucker’s Orchard’s Finest preserves. Consumers can enjoy this new fruit spreads offering in Strawberry, Blueberry, Cherry, and Triple Berry.

     Consumers have trusted Knott’s Berry Farm jellies, jams, preserves, and syrups since 1920, and during fiscal 2009 we added this brand to our Company’s portfolio. Knott’s Berry Farm products complement our existing fruit spreads and expand our offerings, particularly in the western part of the United States.

     Peanut butter, our second largest category, continues to pair beautifully with its famous jelly partner, and we offer consumers an increasing number of ways to enjoy this “good for you” and affordable source of protein.

In fiscal 2009, we introduced Reduced Fat Jif-to-Go — individual servings of peanut butter for consumer convenience while away from home. We also introduced another better for you alternative to our Jif product line with the addition of Jif Natural peanut butter spread — a no-stir, shelf-stable offering.

     As the peanut butter category leader, we have made significant investments in advertising, new products, and technology in recent years. During the past year we ran three new television advertising spots highlighting how Jif peanut butter helps bring families together to share memorable meals and moments. This campaign built on the brand’s core “choosy moms” equity.

Toppings Smucker’s ice cream toppings help make desserts memorable at holiday celebrations, warm-weather gatherings, and other special occasions. Adding to the dessert experience in fiscal 2009 were Smucker’s Spoonables in Dark Chocolate or Apple Cinnamon and Magic Shell Cupcake flavored ice cream topping.

6

For every occasion, our goal is to help families share special moments by offering a variety of quality products that are good and good for you, convenient, and that make you smile.

Potatoes, Pancakes, and Syrup Everybody’s happy when it’s Hungry Jack, and during fiscal 2009 we made sure this was true for breakfast, lunch, or dinner. Hungry Jack Buttermilk or Blueberry wheat-blend pancakes offer consumers another “good for you” value alternative in the morning. New Hungry Jack potatoes in Redskin & Yukon Gold add variety and “easy for you” convenience to lunch and dinner.

U.S. RETAIL OILS AND BAKING MARKET SEGMENT
Crisco, Pillsbury, Eagle Brand, Martha White,
White Lily, PET, and Magnolia

     Sales and profits within our U.S. Retail Oils and Baking Market Segment grew by 14 percent and 25 percent, respectively, in fiscal 2009.

     Over the past five years our U.S. leadership position in the baking aisle has continued to strengthen. Our portfolio of baking brands includes Crisco, Pillsbury, Eagle Brand, Martha White, White Lily, PET, and Magnolia. When all the categories in which these brands compete are combined, we are the largest supplier in the total baking category and our momentum has never been stronger. Our success can be attributed to a focus on quality, innovation, and seamless implementation.

     Our consumers continually seek new and unique ways to meet their everyday and special-occasion baking needs. For the first time in many years, we are bringing Pillsbury cookies to the center of the store with the introduction of Funfetti, Chocolate Chunk, and Reduced-Sugar cookie mix varieties.

     The introduction of Pillsbury Brownie Minis brownie mix in Milk Chocolate and Chocolate Fudge prove that fun, convenience, and portion control can combine to create a delectable treat.

     And, whether you choose to frost Pillsbury Brownie Minis or a Pillsbury cake, frosting has never been easier— or more fun — than with our new, easy-to-dispense aerosol can that delivers the same great-tasting frosting

7

as our ready-to-spread products. Consumers can frost an entire cake with a single can of Pillsbury Easy Frost frosting in a variety of flavors including Chocolate, Vanilla, and Cream Cheese.

     The Martha White brand has a rich history, and through the years has been indispensable in kitchens across the South. We aim to preserve the traditions of the brand, while offering Martha White consumers modern-day, convenient products.

     Our Crisco olive oil products are now available nationally and offer consumers a trusted brand in the “good for you” olive oil category. The growing success of these products was aided during the year with television advertising and other consumer support that highlighted the many uses for olive oil, including dressing a crisp salad, grilling flavorful vegetables, or baking a golden chicken.

SPECIAL MARKETS SEGMENT

     Our Special Markets segment is primarily comprised of products that are distributed through channels other than traditional U.S. Retail markets. The businesses in this segment include Canada, Foodservice, Natural Foods, and International. Compared to fiscal 2008, our Special Markets segment grew sales and segment profits by 24 percent and 21 percent, respectively.

Canada We offer Canadian consumers a variety of brands that hold the #1 position in the Canadian market-place including Smucker’s fruit spreads and toppings, Europe’s Best premium frozen fruits and vegetables, Carnation evaporated milk, Eagle Brand sweetened condensed milk, Robin Hood flour and baking mixes, and Bick’s pickles and condiments. Canadian sales were up 28 percent versus fiscal 2008, primarily driven by acquisitions.

     During fiscal 2009, we offered the Canadian consumer even more Crisco brand choices when we expanded distribution of Crisco olive oil into Canada with six new product offerings. “Good for you,” whole-wheat, all purpose flour was also introduced during the year under both the Robin Hood and Five Roses brands.

     Moving into fiscal 2010, Folgers coffee will be an increasingly important part of our Canadian portfolio. We will focus on expanding distribution and look forward to making Folgers coffee available to even more Canadian consumers.

Foodservice The economy has been particularly challenging for the foodservice industry this year as consumers choose to eat more meals at home. With the addition of Folgers coffee, our overall Foodservice

We strongly believe in the power of family meals as a way for family members to connect with one another and establish an important ritual that allows family and friends to grow together.

8

9

business grew by 34 percent in fiscal 2009. Our core business was down slightly, but fared better than the overall industry due to the strength of our branded products.

     Our first full year of Snack’n Waffles product sales was strong. Snack’n Waffles ready-to-eat, pre-sweetened waffles offer consumers a convenient, hand-held waffle to enjoy at home or on the go. Better for you, whole-grain varieties of Maple, Cinnamon, and Blueberry were introduced this year.

     Investments in our Scottsville manufacturing facility have positioned us for continued growth of both Smucker’s Uncrustables sandwiches and Snack’n Waffles ready-to-eat waffles.

     The addition of coffee to the portfolio will expand our offerings to traditional customers and positions us well with new customers, in new channels, including office settings where coffee is a staple.

Smucker Natural Foods Smucker Natural Foods, Inc., formerly Smucker Quality Beverage, Inc., has been renamed to better reflect the broader set of products offered under the R.W. Knudsen Family and Santa Cruz Organic brands and the strategic focus of the business going forward. Over the years, the business has evolved to offer natural food products in categories including beverages, peanut butter, dessert toppings, and fruit sauces. Across the categories in which it competes, Smucker Natural Foods, Inc., continues to meet consumer expectations for products that are “good and good for you” and made in a sustainable manner. The business is an industry sustainability leader, receiving the California Waste Reduction Awards Program (WRAP) Award for the ninth consecutive year.

     New products introduced this past year include R.W. Knudsen Family Organic Yumberry and Organic Goji Berry. Santa Cruz Organic ready-to-drink, Fair-Trade-Certified™ teas in Raspberry, Peppermint, Lemon, and Mango flavors were also introduced during the year.

International Consumers in more than 65 countries beyond the United States and Canada continue to enjoy our brands and products. Sales and profits grew by three percent and 72 percent, respectively, during the fiscal year. Puerto Rico is our largest export market and our brands continue to enjoy #1 market positions across almost every category in which we compete.

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

Special moments shared with one another provide the opportunity to teach valuable life lessons or to share stories that tie families together.

10

Our Commitment to Sustainability

Create a better tomorrow by focusing on our
environmental impact and social responsibility.

OUR STRATEGIC FOCUS

     Since 1897, our Company has considered both environmental and social sustainability to be one of our many responsibilities as a good corporate citizen. Today, sustainability remains a key strategic focus area for the Company. We keep our environmental impact and social responsibilities at the forefront with a clear set of sustainability goals that set the direction for our organization:

	Reduce utility usage by 25% over next five years
	Create zero waste — 75% reduction over five years
	Maintain a social sustainability leadership role

OUR ENVIRONMENTAL IMPACT

     The Company has implemented and managed 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. Specific examples include:

	Reduced the use of resin in ]if peanut butter jars by 2.2 million pounds —enough resin to produce 34 million jars.
	Reduced delivery truck traffic and energy consumption when we began producing plastic bottles for Crisco products at our own manufacturing facility in Cincinnati, rather than having the bottles shipped to us by a third party.
	Received LEED Certification for new buildings and renovations on our Corporate Campus and other locations.
	Received the Waste Reduction Awards Program (WRAP) Award, administered by the California Integrated Waste Management Board, at our Chico, California, manufacturing facility for the ninth year.
	Increased focus on the identification and implementation of environmental sustainability opportunities across the Company by putting Green Teams in place at every manufacturing facility.
	Constructing a solar warehouse at our Chico, California, manufacturing facility that will have a zero-energy footprint upon completion.
	Continuing to offer consumers a variety of organic products that restore, maintain, and enhance ecological harmony.

OUR SOCIAL RESPONSIBILITIES

     Smucker has a long track record of promoting initiatives and programs that support and enhance the quality of life in the communities in which we operate. Education has always been a primary focus of our social sustainability resources. Examples include:

	Played a key role in the establishment of the Heartland Education initiative in Ohio, which focuses on improving education through a partnership between community organizations, parents, schools, and local businesses.
	Continuing to support United Way and Boy & Girls Clubs of America with our time and financial resources.

11

the (Goodness of Smucker’s”... 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 the newly added custom gift basket corner.

Unique Gift Sets

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 ofThe Pillsbury Company, LLC. used under license. *Offer valid through 12/31/09. Limit one coupon per customer per day.

Cheesy Potato Pancakes with Sausage Prep time: 15 minutes Cook time: 6 minutes Ready in: 40 minutes Makes 4 to 5 servings Raspberry Mocha Mousse Parfaits Prep time: 40 minutes Cook time: 1 minute Ready in: 1 hour Makes 8 servings Hawaiian Chicken Wings with Pineapple Blue Cheese Dip Prep time: 15 minutes Cook time: 10 minutes Ready in: 3 hours Makes 4 servings Black Bean Salad Prep time: 10 minutes Ready in: 10 minutes Makes 6 servings Ingredients 1 (12 oz.) package breakfast sausage patties Crisco^® Original No-Stick Cooking Spray 1 cup Hungry Jack^® Buttermilk Complete Pancake & Waffle Mix 1 1/2 cups Hungry Jack^® Mashed Potato flakes 2 1/2 cups milk 2 large eggs 2 tablespoons Crisco^® Pure Vegetable Oil 2 tablespoons Hungry Jack^® Regular Syrup (optional) 1/2 cup shredded carrots 1/4 cup sliced green onion 1/4 cup grated Parmesan cheese 1/2 cup shredded sharp Cheddar cheese Ingredients 4 (1 oz.) squares unsweetened chocolate 1 (14 oz.) can Eagle Brand^® Sweetened Condensed Milk 1 1/2 teaspoons vanilla extract 1 tablespoon Folgers^® Instant Coffee Crystals 1 teaspoon hot water 1 cup (1/2 pint) heavy cream 1 can refrigerated whipped cream 2 cups frozen Nature’s Peak^TM Select Raspberries or fresh red raspberries Ingredients 1/2 cup cornstarch 1/4 cup Pillsbury BEST^® All Purpose Flour 1/4 cup soy sauce 1/4 cup sugar 2 large eggs, lightly beaten 2 green onions, chopped 2 cloves garlic, crushed 1 tablespoon sesame seeds 1 teaspoon salt 1 1/2 lbs. chicken wings, separated at joints, tips discarded Crisco^® Pure Vegetable Oil PINEAPPLE BLUE CHEESE DIP 1/2 cup mayonnaise 1/2 cup sour cream 1/4 cup crumbled blue cheese 1 (8 oz.) can crushed pineapple, drained 1/8 teaspoon salt 1/8 teaspoon black pepper 1 teaspoon sugar Ingredients SALAD 2 (15 oz.) cans black beans, rinsed and drained 1/2 large sweet onion (such as Vidalia^®), chopped fine 2 tomatoes, seeded and chopped 1/2 cup (about 8 oz.) chopped fresh mushrooms 1 fresh jalapeño pepper, seeded and minced DRESSING 1/2 cup Crisco^® Pure Vegetable Oil 1 teaspoon chili powder 1 clove garlic, minced 1/2 teaspoon salt Juice from 1 lime Cilantro (optional) Asparagus with Citrus Dressing Prep time: 10 minutes Cook time: 5 minutes Ready in: 15 minutes Makes 6 servings Berries and Cream Cake Roll Prep time: 20 minutes Bake time: 10 minutes Ready in: 3 hours 15 minutes Makes 12 servings Caribbean Mini-Burgers with Apricot-Pineapple Salsa Prep time: 15 minutes Cook time: 10 minutes Ready in: 25 minutes Makes 8 mini-burgers Peanut Butter Berry Bars Prep time: 15 minutes Bake time: 25 minutes Ready in: 1 hour 30 minutes Makes 16 servings Ingredients 1 lb. asparagus 5 cups water 1 1/2 teaspoons salt, divided 3 tablespoons orange juice 2 tablespoons fresh lemon juice 2 teaspoons sugar 1 teaspoon Dijon-style mustard 1/4 teaspoon black pepper 1/3 cup Crisco^® Light Olive Oil or Crisco Puritan^® Omega-3 DHA Canola Oil Ingredients Crisco^® No-Stick Cooking Spray with Pillsbury^® Flour 4 large eggs, separated 3/4 cup granulated sugar 1 teaspoon vanilla extract 3/4 cup Pillsbury SOFTASILK^® Cake Flour, or Pillsbury BEST^® All Purpose Flour 3/4 teaspoon baking powder 1/4 teaspoon salt Powdered sugar 1 cup Smucker’s^® Strawberry Preserves, or Smucker’s^® Low Sugar^TM Strawberry Reduced Sugar Preserves 1 cup heavy cream Fresh fruit and mint sprigs for garnish (optional) Ingredients BURGER PATTIES 1 1/4 lbs. ground beef chuck 2 teaspoons jerk spice seasoning 1/2 teaspoon salt Cayenne pepper, to taste APRICOT-PINEAPPLE SALSA 1 (24 oz.) container tropical mixed fruit, drained 1/4 cup Smucker’s^® Apricot-Pineapple Preserves or Smucker’s^® Apricot Preserves 1 tablespoon fresh lime juice 1 tablespoon fresh cilantro, chopped Crisco^® Butter Flavor No-Stick Cooking Spray 4 slices provolone cheese, halved 8 (4-inch) pita pockets, with top 1/4 of pita cut off Ingredients Crisco^® Original No-Stick Cooking Spra y 1 1/4 cups Pillsbury BEST^® All Purpose Flour 1/2 cup sugar 1 teaspoon baking powder 1/4 teaspoon salt 2 tablespoons Crisco^® Pure Canola Oil 1 large egg 1/2 cup Smucker’s^® Chunky Natural Peanut Butter, plus 1 tablespoon 1/2 cup Smucker’s^® Low Sugar^TM Strawberry Reduced Sugar Preserves

Asparagus with Citrus Dressing (Pictured on page 5)

Directions

SNAP off tough asparagus ends; discard. Peel ends of spears with sharp paring knife or vegetable peeler, if desired.

PLACE 5 cups water and 1 teaspoon salt in large deep skillet; bring to a boil. Add asparagus spears. Boil, uncovered, 4 to 5 minutes for thin spears, 8 to 10 minutes for thick spears, or until crisp-tender. Drain well. Transfer asparagus to serving plate.

COMBINE orange juice, lemon juice, sugar, mustard, pepper and remaining 1/2 teaspoon salt in jar with tight fitting lid; shake well. Add oil; shake well again. Pour as much dressing as desired over warm asparagus. Serve at room temperature.

TIP: This salad can also be served chilled. Do not top spears with dressing until just prior to serving.

©/® The J. M. Smucker Company crisco.com

Berries and Cream Cake Roll (Pictured on page 5)

Directions

HEAT oven to 375°F. Spray 15 x 10 x 1-inch jelly roll pan with no-stick cooking spray with flour.

BEAT egg whites on high speed 4 to 5 minutes or until stiff peaks form. Beat egg yolks in separate bowl 3 minutes or until slightly thick and light yellow in color. Add sugar and vanilla to egg yolks; continue to beat 1 minute. Sift together flour, baking powder and salt in small bowl. Add to egg yolk mixture. Fold in beaten egg white. Pour into prepared pan, spreading batter evenly.

BAKE 8 to 10 minutes or until golden brown. Sprinkle powdered sugar onto clean kitchen towel. Loosen cake edges from pan. Immediately invert onto towel. Gently roll towel and cake into a log, starting at long end. Cool completely, about 45 minutes. Chill beaters and mixing bowl from electric mixer 10 minutes in preparation for next step.

STIR preserves slightly for easier spreading. Beat cream in chilled bowl with chilled beaters until stiff. Unroll cake; spread carefully with preserves, then with whipped cream. Reroll cake without towel. Wrap in plastic wrap. Chill 2 to 3 hours or overnight.

SPRINKLE with powdered sugar; garnish with fruit and mint, if desired, before serving.

©/TM/® The J. M. Smucker Company	crisco.com
Pillsbury and Pillsbury BEST are trademarks of	pillsburybaking.com
The Pillsbury Company, LLC, used under license.	smuckers.com

Caribbean Mini-Burgers with Apricot-Pineapple Salsa (Pictured on page 9)

Directions

CRUMBLE ground beef in medium bowl; add seasoning, salt and cayenne. Gently combine ingredients well. Shape meat into eight 4-inch patties. Refrigerate until ready to grill.

CUT pineapple from fruit mix in quarters; chop remaining fruit into 3/8-inch pieces. Place fruit in small bowl. Add preserves, lime juice and cilantro; stir to combine.

COAT cool grill grate with no-stick cooking spray. Heat grill to medium-high (350°F to 400°F). Grill patties 3 to 5 minutes per side or until juices run clear. Top each burger with half slice of cheese during last 2 minutes of grilling. Place a burger in each pita; top with Apricot-Pineapple Salsa.

	crisco.com
©/® The J. M. Smucker Company	smuckers.com

Peanut Butter Berry Bars (Pictured on page 9)

Directions

HEAT oven to 375°F. Coat 8 x 8-inch pan with no-stick cooking spray. COMBINE flour, sugar, baking powder and salt in medium bowl. Add oil and egg. Mix with fork to make fine crumbs. Reserve 1/2 cup of mixture for topping. Press remaining crumbs into bottom of prepared pan. Bake 10 to 12 minutes or until surface is dry. Mix 1/2 cup reserved crumbs and 1 tablespoon peanut butter with fork until evenly moistened; set aside.

SPREAD 1/2 cup peanut butter gently over partially baked crust, letting heat from bars soften peanut butter. Spread preserves over peanut butter. Sprinkle with peanut butter crumbs. Bake 15 to 17 minutes or until center is set. Cool. Cut into bars.

©/TM/® The J. M. Smucker Company	crisco.com
Pillsbury BEST is a trademark of	pillsburybaking.com
The Pillsbury Company, LLC, used under license.	smuckers.com

Cheesy Potato Pancakes with Sausage (Pictured on page 5)

Directions

COOK and crumble sausage patties in large skillet over medium heat until fully browned. Drain, if necessary.

SPRAY skillet or griddle with no-stick cooking spray. Heat skillet over medium-high heat or electric griddle to 375°F.

COMBINE pancake mix and potato flakes in large bowl. Whisk together milk, eggs and oil in medium bowl. Whisk in syrup, if desired. Add liquids to dry ingredients, stirring just until large lumps disappear. Blend in carrots, onion, Parmesan cheese and cooked sausage.

POUR 1/4 cup batter for each pancake onto hot skillet or griddle. Cook 3 minutes. Turn. Cook an additional 2 to 3 minutes or until golden brown. Place 3 or 4 pancakes on dinner plate. Sprinkle with Cheddar cheese before serving.

	crisco.com
©/® The J. M. Smucker Company	hungryjack.com

Raspberry Mocha Mousse Parfaits (Pictured on page 5)

Directions

MELT chocolate in a microwave-safe dish on HIGH (100% power) in 20-second intervals until melted. Stir until smooth.

POUR sweetened condensed milk into large bowl. Beat in melted chocolate and vanilla. Dissolve coffee in hot water. Add to chocolate mixture, beating until smooth. Chill 15 minutes. Chill beaters and mixing bowl from electric mixer 10 minutes in preparation for next step.

BEAT cream in chilled bowl with chilled beaters until stiff. Fold into chilled chocolate mixture. Reserve 8 raspberries for garnish. Layer parfait glasses as follows: 1/4 cup chocolate mousse, refrigerated whipped cream, 1/4 cup raspberries, 1/4 cup chocolate mousse. Refrigerate parfaits 20 minutes before serving. Just before serving, garnish each with refrigerated whipped cream and single raspberry.

	eaglebrand.com
© The J. M. Smucker Company	folgers.com

Hawaiian Chicken Wings with Pineapple Blue Cheese Dip (Pictured on page 9)

Directions

COMBINE cornstarch, flour, soy sauce, sugar, eggs, green onions, garlic, sesame seeds and salt in large resealable food storage bag. Mix thoroughly.

RINSE chicken; pat dry. Add to cornstarch mixture. Toss to coat. Marinate at least 2 hours.

HEAT 2 inches oil in a deep fryer or deep heavy skillet. Fry chicken pieces, a few at a time, 8 to 10 minutes or until golden brown and no longer pink in center, turning to brown evenly. Drain on paper towels.

PINEAPPLE BLUE CHEESE DIP

COMBINE all dip ingredients; refrigerate until ready to serve. Makes about 2 cups.

©/® The J. M. Smucker Company
Pillsbury BEST is a trademark of	crisco.com
The Pillsbury Company, LLC, used under license.	pillsburybaking.com

Black Bean Salad

Directions

COMBINE salad ingredients in medium bowl.

WHISK together dressing ingredients in small bowl. Pour dressing over bean mixture; toss well.

SERVE at room temperature or chilled. Garnish with cilantro sprigs, if desired.

©/® The J. M. Smucker Company
Vidalia is a trademark of The Georgia
Department of Agriculture.	crisco.com

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, 2009. 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)	2009		2008		2007		2006		2005
Statements of Income:
Net sales	$	3,757,933	$	2,524,774	$	2,148,017	$	2,154,726	$	2,043,877
Income from continuing operations	$	265,953	$	170,379	$	157,219	$	143,354	$	130,460
Discontinued operations		—		—		—		—		(1,387	)
Net income	$	265,953	$	170,379	$	157,219	$	143,354	$	129,073
Financial Position:
Total assets	$	8,192,161	$	3,129,881	$	2,693,823	$	2,649,744	$	2,635,894
Cash and cash equivalents		456,693		171,541		199,541		71,832		57,580
Long-term debt		910,000		789,684		392,643		428,602		431,560
Shareholders’ equity		4,939,931		1,799,853		1,795,657		1,728,059		1,690,800
Other Data:
Capital expenditures	$	108,907	$	76,430	$	57,002	$	63,580	$	87,576
Common shares repurchased		—		2,927,600		1,067,400		1,892,100		368,678
Weighted-average shares		84,823,849		56,226,206		56,432,839		57,863,270		57,086,734
Weighted-average shares — assuming dilution		85,285,211		56,720,645		57,056,421		58,425,361		57,748,780
Earnings per common share:
Income from continuing operations	$	3.14	$	3.03	$	2.79	$	2.48	$	2.29
Discontinued operations		—		—		—		—		(0.03	)
Net income	$	3.14	$	3.03	$	2.79	$	2.48	$	2.26
Income from continuing operations — assuming dilution	$	3.12	$	3.00	$	2.76	$	2.45	$	2.26
Discontinued operations — assuming dilution		—		—		—		—		(0.02	)
Net income — assuming dilution	$	3.12	$	3.00	$	2.76	$	2.45	$	2.24
Dividends declared per common share	$	6.31	$	1.22	$	1.14	$	1.09	$	1.02

15

SUMMARY OF QUARTERLY RESULTS OF OPERATIONS

The following is a summary of unaudited quarterly results of operations for the years ended April 30, 2009 and 2008.

(Dollars in thousands, except per share data)

										Earnings per
						Net		Earnings per		Common Share –
	Quarter Ended	Net Sales		Gross Profit		Income		Common Share		Assuming Dilution
2009	July 31, 2008	$	663,657	$	207,779	$	42,291	$	0.78	$	0.77
	October 31, 2008		843,142		243,419		51,453		0.95		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
2008	July 31, 2007	$	561,513	$	185,984	$	40,761	$	0.72	$	0.71
	October 31, 2007		707,890		218,488		50,166		0.88		0.87
	January 31, 2008		665,373		195,453		42,401		0.75		0.75
	April 30, 2008		589,998		182,239		37,051		0.68		0.67

Annual earnings 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 305,072 shareholders as of June 18, 2009, of which 78,401 were registered holders of common shares.

	Quarter Ended	High		Low		Dividends
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
2008	July 31, 2007	$	64.32	$	55.60	$	0.30
	October 31, 2007		58.09		50.79		0.30
	January 31, 2008		53.70		42.75		0.30
	April 30, 2008		52.59		46.84		0.32

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,
	2004		2005		2006		2007		2008		2009
The J. M. Smucker Company	$	100.00	$	96.90	$	78.48	$	114.38	$	104.53	$	93.15
S&P 500		100.00		106.34		122.73		141.43		134.82		87.21
S&P Packaged Foods & Meats		100.00		107.02		103.56		123.71		121.47		96.14

The above graph compares the cumulative total shareholder return for the five years ended April 30, 2009, 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, 2004.

Copyright © 2009, S&P, 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 the 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, White Lily, 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 consumer market, U.S. retail oils and baking market, U.S. retail coffee market, and special markets. The Company’s three U.S. retail market segments in total comprised nearly 80 percent of the Company’s net sales in fiscal 2009 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 (formerly beverage), 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 (i.e., restaurants, schools and universities, healthcare operators), 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. In support of this vision, the Company in recent years has expanded its portfolio of number one and leading, icon brands through the acquisition of brands such as Folgers, Jif, Crisco, Pillsbury, Eagle Brand, and Hungry Jack in the United States and Robin Hood, Five Roses, Carnation, Europe’s Best, and Bick’s in Canada.

The Company’s strategic long-term annual growth objectives are to increase net sales by six percent and earnings per share by eight percent or greater. 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 (“P&G”), valued at approximately $3.7 billion. In addition to the Folgers merger, the Company completed a series of other acquisitions during 2009 and 2008, including the Knott’s Berry Farm brand, Europe’s Best, Inc., the Canadian Carnation brand canned milk business, and Eagle Family Foods Holdings, Inc. (“Eagle”), for aggregate cash consideration of approximately $279 million and the assumption of $115 million in debt. The transactions have been accounted for as purchase business combinations and the results of each business are included in the Company’s consolidated financial statements from the date of the transaction.

— 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. The Company generally benefited from the consumer trend of preparing and eating more meals at home. Operating and net income increased 59 percent and 56 percent, respectively. Net

18

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.

— Net Sales —

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	)
Foreign currency exchange		35.2			—		35.2
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 10 percent net pricing gain which offset a one percent volume and mix decline.

Over the last several years, the Company has implemented price increases necessary to offset rising costs. While pricing was the main driver of the net sales growth, excluding acquisitions, a number of categories experienced volume 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. Sales increases for these categories reflect recent back-to-home meal trends. 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.

2008 Compared to 2007

	Year Ended April 30,
							Increase
(Dollars in millions)	2008			2007			(Decrease)			%
Net sales	$	2,524.8		$	2,148.0		$	376.8			18	%
Adjust for noncomparable items:
Acquisitions		(279.7	)		—			(279.7	)
Divestitures		—			(80.7	)		80.7
Foreign currency exchange		(29.5	)		—			(29.5	)
Net sales without acquisitions, divestitures, and foreign currency exchange	$	2,215.6		$	2,067.3		$	148.3			7	%

Net sales increased $376.8 million, or 18 percent, in 2008 from 2007. The acquired Eagle businesses contributed $236.2 million in net sales in 2008. Excluding acquisitions, the divested Canadian nonbranded, grain-based foodservice and industrial businesses (“divested Canadian businesses”) sold in 2007, and foreign currency exchange, net sales increased seven percent over the same period mostly due to the impact of pricing. Also contributing to net sales growth in 2008 were gains in the Smucker’s, Jif, Crisco, and Hungry Jack brands.

— Operating Income —

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

	Year Ended April 30,
	2009			2008			2007
Gross profit		33.3	%		31.0	%		32.7	%
Selling, distribution, and administrative expenses:
Advertising		2.1	%		2.2	%		2.4	%
Marketing and selling		7.2			7.5			7.6
Distribution		3.5			3.4			3.5
General and administrative		5.1			6.2			7.0
Total selling, distribution, and administrative expenses		17.9	%		19.3	%		20.5	%
Amortization		1.1	%		0.1	%		0.1	%
Restructuring and merger and integration costs		2.2			0.4			0.1
Other operating expense (income) — net		0.1			(0.1	)		0.2
Operating income		12.0	%		11.3	%		11.8	%

19

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 base business by approximately 12 percent despite higher costs, estimated at $135 million, on many key ingredients as compared to 2008. During the year, current pricing came more in line with these higher costs, contributing to the gross profit increase. In addition, costs on certain raw materials have stabilized, 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.

Selling, distribution, and administrative (“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.

Amortization expense increased $36.2 million to 1.1 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. Although the valuation of these intangible assets is still subject to revision, the Company does not expect future amortization expense to vary materially from the amounts recorded on an annualized basis.

Other operating expense — net of $3.6 million was recognized in 2009 consisting of losses on disposal 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 and a defined benefit settlement charge related to the Company’s divested Canadian businesses was finalized, reducing operating margin by 2.2 percentage points.

2008 Compared to 2007

Operating income increased 12 percent in 2008 to $284.2 million compared to 2007, while decreasing as a percentage of net sales from 11.8 percent in 2007 to 11.3 percent in 2008. The impact of the lower margin Eagle businesses, record costs for soybean oil and wheat, and the mix of products sold during the year resulted in a decline in gross profit as a percentage of net sales from 32.7 percent in 2007 to 31.0 percent in 2008. The margin on the Eagle businesses was impacted by a significant increase in milk costs and an unfavorable mix of nonbranded sales during the year and accounted for approximately one-half of the decrease in gross profit as a percentage of net sales. The impact of price increases taken during the year across all businesses, while essentially offsetting higher raw material cost increases of approximately $150 million compared to 2007, was not sufficient to maintain margins.

SD&A increased 10 percent from 2007 to $486.6 million in 2008, resulting from increased marketing spending and additional costs related to the acquired Eagle businesses. However, corporate overhead expenses increased at a lesser rate than net sales resulting in SD&A as a percent of net sales improving from 20.5 percent in 2007 to 19.3 percent in 2008. Higher restructuring and merger and integration costs in 2008 compared to 2007 also negatively impacted operating income.

Other operating income — net of $3.9 million was recognized in 2008 resulting from a net insurance settlement. Other operating expense — net of $2.7 million was recognized in 2007 consisting of losses on disposal of assets.

— Interest Income and Expense —

Interest expense increased $20.3 million in 2009 compared to 2008, resulting from the October 23, 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 debt at the merger date. Interest income decreased $6.3 million during 2009 compared

20

to 2008 primarily due to a decrease in the average investment balance and lower interest rates throughout the year.

Interest expense increased $18.8 million in 2008 compared to 2007, resulting from the May 31, 2007, issuance of $400.0 million in Senior Notes with an interest rate of 5.55 percent, a portion of which was used to repay short-term debt used in financing the Eagle acquisition. The investment of excess proceeds resulted in an increase in interest income of $4.0 million during 2008 compared to 2007.

— 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 primarily as a result of an increase in the domestic manufacturers deduction.

Income taxes in 2008 were $84.4 million, up $0.6 million, or one percent, from 2007. The increase in income taxes that would have resulted from higher income in 2008 as compared to 2007 was mostly offset by a decrease in the effective tax rate from 34.8 percent in 2007 to 33.1 percent in 2008. The lower effective tax rate for 2008 was primarily attributable to a lower state tax rate resulting from the favorable resolution of uncertain tax positions.

— Segment Results —

With the addition of Folgers, the Company added the U.S. retail coffee market reportable segment representing the domestic sales of Folgers, Millstone, and Dunkin’ Donuts branded coffee to retail customers. Coffee sales to other than domestic retail customers are included in the special markets segment. In addition, corporate organizational changes made in association with the Folgers transaction have resulted in the Company presenting two new reportable segments — U.S. retail consumer market and U.S. retail oils and baking market. The U.S. retail consumer market segment primarily includes sales of Smucker’s, Jif, and Hungry Jack branded products while the U.S. retail oils and baking market segment includes sales of Crisco, Pillsbury, Eagle Brand, White Lily, and Martha White branded products, each to domestic retail customers. As a result of the change in segment reporting, all historical information has been reclassified to conform to the new presentation.

	Year Ended April 30,									Year Ended April 30,
							%									%
							Increase									Increase
(Dollars in millions)	2009			2008			(Decrease)			2008			2007			(Decrease)
Net sales:
U.S. retail consumer market	$	1,103.3		$	998.6			10	%	$	998.6		$	920.5			8	%
U.S. retail oils and baking market		995.5			876.0			14			876.0			626.6			40
U.S. retail coffee market		855.6			—			n/a			—			—			n/a
Special markets		803.6			650.2			24			650.2			601.0			8
Segment profit:
U.S. retail consumer market	$	249.3		$	233.2			7	%	$	233.2		$	217.9			7	%
U.S. retail oils and baking market		124.2			99.6			25			99.6			101.9			(2	)
U.S. retail coffee market		241.0			—			n/a			—			—			n/a
Special markets		111.7			92.0			21			92.0			73.0			26
Segment profit margin:
U.S. retail consumer market		22.6	%		23.4	%					23.4	%		23.7	%
U.S. retail oils and baking market		12.5			11.4						11.4			16.3
U.S. retail coffee market		28.2			n/a						n/a			n/a
Special markets		13.9			14.2						14.2			12.1

21

U.S. Retail Consumer Market

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. The Knott’s Berry Farm and Europe’s Best acquisitions 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 products experienced a lesser decline and these category pressures appeared to be reversing in the final month of the fiscal year with volume growth in April. U.S. retail consumer market segment profit increased seven percent to $249.3 million in 2009 compared to $233.2 million in 2008 while decreasing as a percentage of net sales from 23.4 percent to 22.6 percent. Profit margins were impacted by cost increases on certain raw materials, declines in peanut butter sales during the year, and other unfavorable sales mix changes.

Net sales in the U.S. retail consumer market segment were $998.6 million in 2008, an increase of eight percent compared to $920.5 million in 2007, with gains in Smucker’s fruit spreads and Smucker’s Uncrustables sandwiches, Jif, and Hungry Jack. Segment profit in the U.S. retail consumer market increased seven percent in 2008 to $233.2 million, but decreased as a percentage of net sales from 23.7 percent to 23.4 percent, primarily due to changes in sales mix.

U.S. Retail Oils and Baking Market

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 last year’s price increases in oils and flour. Segment profit increased 25 percent in 2009 to $124.2 million from $99.6 million in 2008 and improved from 11.4 percent of net sales to 12.5 percent despite higher costs on many key ingredients. Current pricing is more in line with these higher costs resulting in margin recoveries in oils, canned milk, and regional baking brands.

Net sales in the U.S. retail oils and baking market segment were $876.0 million in 2008, an increase of 40 percent, compared to $626.6 million in 2007. Excluding the contribution of $198.9 million from the acquired Eagle business in 2008, net sales increased eight percent as sales gains were realized in Pillsbury baking mixes and Crisco oils. Segment profit decreased two percent in 2008 to $99.6 million, and declined from 16.3 percent to 11.4 percent of net sales, reflecting the impact of the Eagle business combined with record costs for soybean oil and wheat. The margin on the Eagle business was impacted by an increase in milk costs and an unfavorable mix of nonbranded sales.

U.S. Retail Coffee Market

The U.S. retail coffee market segment contributed $855.6 million to net sales in 2009 as the business benefited from growth in the coffee category, primarily driven by the Folgers brand. Additionally, the continued expansion of the Dunkin’ Donuts brand in the gourmet category contributed approximately $106.8 million to net sales. The U.S. retail coffee market segment contributed $241.0 million in segment profit representing a profit margin of 28.2 percent, the highest of any of the Company’s reportable segments, reflecting favorable green coffee market conditions, reduced marketing expenditures, and minimal allocations of operating support during its transitional year.

Special Markets

The special markets segment is comprised of the Canada, foodservice, natural foods (formerly beverage), and international strategic business areas.

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 and other peanut butter products correlated to the FDA recall of

22

another manufacturer’s foodservice peanut butter and ingredient peanut products. Consumer demand for natural foods products was also soft due to the current economic environment. Special markets segment profit increased 21 percent from 2008 to $111.7 million in 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.

Net sales in the special markets segment were $650.2 million in 2008, an increase of eight percent compared to 2007. Excluding the divested Canadian businesses, net sales in the special markets segment increased 24 percent in 2008 compared to 2007. Acquisitions, including Eagle, the Canadian Carnation business, and Europe’s Best, contributed $70.8 million while foreign currency exchange contributed $29.5 million to the increase in net sales. Segment profit in the special markets segment increased 26 percent to $92.0 million in 2008 compared to 2007 as the segment benefited from the impact of acquisitions and improved profitability on Smucker’s Uncrustables sandwiches.

FINANCIAL CONDITION

— Liquidity —

	Year Ended April 30,
(Dollars in thousands)	2009			2008			2007
Net cash provided by operating activities	$	444,828		$	179,521		$	272,970
Net cash used for investing activities		(174,816	)		(262,486	)		(27,041	)
Net cash provided by (used for) financing activities		12,601			49,839			(117,625	)

The Company’s principal source of funds is cash generated from operations, supplemented by borrowings against the Company’s revolving credit facility. Total cash and cash equivalents increased to $456.7 million at April 30, 2009, compared to $171.5 million at April 30, 2008, due to the strong cash flow generated by the Folgers business.

The Company’s working capital requirements are greatest during the first half of its fiscal year, primarily due to the need to build coffee and oil and baking inventory levels in advance of the “fall bake” and holiday season, additional coffee inventories in advance of the Atlantic hurricane season, and the seasonal procurement of fruit and vegetables.

Cash provided by operating activities was approximately $444.8 million in 2009, a record, and increased $265.3 million compared to 2008, as the impact of the Folgers business has added to net income adjusted for noncash items.

Net cash used for investing activities was approximately $174.8 million in 2009, compared to $262.5 million in 2008, consisting of $77.3 million used for business acquisitions, primarily the Knott’s Berry Farm brand, and capital expenditures of approximately $108.9 million. Capital expenditures increased $32.5 million, or 42 percent, but decreased as a percent of net sales from 3.0 percent to 2.9 percent.

Cash provided by financing activities during 2009 consisted primarily of the proceeds from the Company’s issuance of $400.0 million in Senior Notes. A portion of the proceeds was used to fund the payment of a $5.00 per share one-time special dividend, totaling approximately $274.0 million, on October 31, 2008. In addition, quarterly dividend payments of approximately $110.9 million were made in 2009, resulting in total dividend payments of $384.9 million.

— Capital Resources —

The following table presents the Company’s capital structure.

	April 30,
(Dollars in thousands)	2009		2008
Note payable	$	350,000	$	—
Current portion of long-term debt		276,726		—
Long-term debt		910,000		789,684
Total debt	$	1,536,726	$	789,684
Shareholders’ equity		4,939,931		1,799,853
Total capital	$	6,476,657	$	2,589,537

In addition to borrowings outstanding, the Company has available a $180.0 million revolving credit facility with a group of three banks that expires in 2011.

Total debt at April 30, 2009, includes $400.0 million in Senior Notes with a weighted-average interest rate of 6.6 percent issued on October 23, 2008, and $350.0 million resulting from the Company’s guarantee of Folgers’ LIBOR-based variable rate note due November 7, 2009, with a weighted-average interest rate of 1.8 percent at April 30, 2009.

Approximately $627 million of debt will mature in 2010. Additional cash requirements for 2010 will include capital expenditures of approximately $120 million, quarterly dividends

23

of approximately $165 million, and interest payments on debt obligations of approximately $75 million for the year. Absent any other material acquisitions or other significant investments, the Company believes that cash on hand, combined with cash provided by operations and borrowings available under existing credit facilities, will be sufficient to meet cash requirements for the next twelve months, including capital expenditures, the payment of quarterly dividends, and principal and interest on debt outstanding.

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, are conducted at an arm’s length basis, and are 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, 2009.

									More
			Less		One		Three		Than
			Than		to Three		to Five		Five
(Dollars in millions)	Total		One Year		Years		Years		Years
Debt obligations	$	1,536.7	$	626.7	$	10.0	$	100.0	$	800.0
Operating lease obligations		38.7		8.6		11.0		8.3		10.8
Purchase obligations		596.5		564.9		23.2		3.4		5.0
Other long-term liabilities		118.5		—		—		—		118.5
Total	$	2,290.4	$	1,200.2	$	44.2	$	111.7	$	934.3

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 Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), since the Company is unable to reasonably estimate the timing of cash settlements with the respective taxing authorities. The Company’s unrecognized tax benefits as of April 30, 2009, were $13,794.

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 recorded 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

24

promotional expenditures, including amounts classified as a reduction of net sales, represent approximately 25 percent of 2009 net sales, 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 $94.7 million and $59.7 million, at April 30, 2009 and 2008, 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 reserve 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. Under current accounting rules, changes in estimated realization of deferred tax assets would result in either an adjustment to goodwill, if the change relates to tax benefits associated with a business combination, or 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 recorded tax reserves, including any applicable interest and penalty charges, in accordance with FIN 48.

Long-Lived Assets. Historically, long-lived assets have been 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 Indefinite-Lived Intangible Assets. The annual evaluation of goodwill and indefinite-lived intangible assets requires the use of estimates about future operating results for each reporting unit to determine estimated fair value. Changes in forecasted operations can materially affect these estimates. Additionally, other changes in the estimates and assumptions, including the discount rate and expected long-term growth rate, which drive the valuation techniques employed to estimate the fair value of the reporting unit could change and, therefore, impact the assessments of impairment in the future.

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 2010 expense recognition, the Company will use a discount rate of 7.4 percent and 5.4 percent, and a rate of compensation increase of 4.1 percent and 4.0 percent, for U.S. and Canadian plans, respectively. The Company anticipates using an expected rate of return on plan assets of 7.75 percent for U.S. plans. For the Canadian plans, the Company will use an expected rate of return on plan assets of 7.0 percent for the hourly plan and 7.5 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

25

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, 2009, 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, 2009, 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, immediate 100 basis point decrease in interest rates at April 30, 2009, the fair value of the Company’s long-term debt would increase by approximately $67.8 million.

Foreign Currency Exchange Risk. The Company has operations outside the U.S. with foreign currency denominated assets and liabilities, primarily denominated in Canadian currency. 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 exposures as of April 30, 2009, are not expected to result in a significant impact on future earnings or cash flows.

Revenues from customers outside the U.S. represented 11 percent of net sales during 2009. 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)	2009		2008
Raw material commodities:
High	$	16,374	$	13,229
Low		3,949		3,289
Average		9,785		8,474

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 fair value of its derivatives would generally be offset by an increase or decrease in the fair value of the underlying exposures.

26

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 and derivative 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;
	the successful completion of the integration of the coffee business with the Company’s business, operations, and culture and the ability to realize synergies and other potential benefits of the merger within the time frames currently contemplated;
	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 impact of food safety concerns, involving either the Company or its competitors’ products;
	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, 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 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 due to the global recession and credit crisis;
	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.

27

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, 2009. 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”).

On November 6, 2008, the Company completed the merger with The Folgers Coffee Company (“Folgers”). As permitted by the Securities and Exchange Commission, management excluded the non-integrated Folgers operations from its assessment of internal control over financial reporting as of April 30, 2009. Non-integrated Folgers operations constituted approximately six percent of total assets (excluding goodwill and other intangible assets) as of April 30, 2009, and 12 percent of net sales for the year then ended. Folgers operations will be included in the Company’s assessment as of April 30, 2010.

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, 2009.

Ernst & Young LLP, independent registered public accounting firm, audited the effectiveness of the Company’s internal control over financial reporting as of April 30, 2009, and their report thereon is included on page 29 of this report.

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

28

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, 2009, 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.

As indicated in the accompanying Report of Management on Internal Control Over Financial Reporting, the Company completed the merger with The Folgers Coffee Company (“Folgers”) in 2009. As permitted by the Securities and Exchange Commission, management excluded the non-integrated Folgers operations from its assessment of internal control over financial reporting as of April 30, 2009. Non-integrated Folgers operations constituted approximately six percent of total assets (excluding goodwill and other intangible assets) as of April 30, 2009, and 12 percent of net sales for the year then ended. Our audit of internal control over financial reporting of The J. M. Smucker Company as of April 30, 2009, did not include an evaluation of the internal controls over financial reporting of the non-integrated operations of Folgers.

In our opinion, The J. M. Smucker Company maintained, in all material respects, effective internal control over financial reporting as of April 30, 2009, 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, 2009 and 2008, and the related statements of consolidated income, shareholders’ equity, and cash flows for each of the three years in the period ended April 30, 2009, and our report dated June 22, 2009, expressed an unqualified opinion thereon.

Akron, Ohio
June 22, 2009

29

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, 2009 and 2008, and the related statements of consolidated income, shareholders’ equity, and cash flows for each of the three years in the period ended April 30, 2009. 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, 2009 and 2008, and the consolidated results of its operations and its cash flows for each of the three years in the period ended April 30, 2009, in conformity with U.S. generally accepted accounting principles.

As discussed in Note O, effective May 1, 2007, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes. Also, as discussed in Note H, effective April 30, 2007, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 158, Employees Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statement Nos. 87, 88, 106, and 132(R).

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, 2009, 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 22, 2009, expressed an unqualified opinion thereon.

Akron, Ohio
June 22, 2009

30

STATEMENTS OF CONSOLIDATED INCOME
The J. M. Smucker Company

	Year Ended April 30,
(Dollars in thousands, except per share data)	2009			2008			2007
Net sales	$	3,757,933		$	2,524,774		$	2,148,017
Cost of products sold		2,506,504			1,741,100			1,435,981
Cost of products sold – restructuring		—			1,510			9,981
Gross Profit		1,251,429			782,164			702,055
Selling, distribution, and administrative expenses		673,565			486,592			441,286
Amortization		40,314			4,073			1,528
Merger and integration costs		72,666			7,967			61
Other restructuring costs		10,229			3,237			2,120
Other operating expense (income) – net		3,624			(3,879	)		2,689
Operating Income		451,031			284,174			254,371
Interest income		6,993			13,259			9,225
Interest expense		(62,478	)		(42,145	)		(23,363	)
Other income (expense) – net		519			(500	)		771
Income Before Income Taxes		396,065			254,788			241,004
Income taxes		130,112			84,409			83,785
Net Income	$	265,953		$	170,379		$	157,219
Earnings per common share:
Net Income	$	3.14		$	3.03		$	2.79
Net Income – Assuming Dilution	$	3.12		$	3.00		$	2.76

See notes to consolidated financial statements.

31

CONSOLIDATED BALANCE SHEETS
The J. M. Smucker Company

ASSETS

	April 30,
(Dollars in thousands)	2009			2008
Current Assets
Cash and cash equivalents	$	456,693		$	171,541
Trade receivables, less allowance for doubtful accounts		266,037			162,426
Inventories:
Finished products		409,592			280,568
Raw materials		194,334			99,040
		603,926			379,608
Other current assets		72,235			62,632
Total Current Assets		1,398,891			776,207
Property, Plant, and Equipment
Land and land improvements		51,131			45,461
Buildings and fixtures		273,343			202,564
Machinery and equipment		901,614			586,502
Construction in progress		48,593			39,516
		1,274,681			874,043
Accumulated depreciation		(436,248	)		(377,747	)
Total Property, Plant, and Equipment		838,433			496,296
Other Noncurrent Assets
Goodwill		2,791,391			1,132,476
Other intangible assets, net		3,098,976			614,000
Marketable securities		12,813			16,043
Other noncurrent assets		51,657			94,859
Total Other Noncurrent Assets		5,954,837			1,857,378
	$	8,192,161		$	3,129,881

32

LIABILITIES AND SHAREHOLDERS’ EQUITY

	April 30,
(Dollars in thousands)	2009			2008
Current Liabilities
Accounts payable	$	198,954		$	119,844
Salaries, wages, and additional compensation		61,251			35,808
Accrued trade marketing and merchandising		54,281			32,350
Income taxes		17,690			1,164
Dividends payable		41,448			17,479
Current portion of long-term debt		276,726			—
Notes payable		350,000			—
Other current liabilities		60,886			32,752
Total Current Liabilities		1,061,236			239,397
Noncurrent Liabilities
Long-term debt		910,000			789,684
Defined benefit pensions		66,401			47,978
Postretirement benefits other than pensions		38,182			41,583
Deferred income taxes		1,145,808			175,950
Other noncurrent liabilities		30,603			35,436
Total Noncurrent Liabilities		2,190,994			1,090,631
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 – 118,422,123 in 2009 and 54,622,612 in 2008 (net of 10,179,989 and 10,807,615 treasury shares, respectively), at stated value		29,606			13,656
Additional capital		4,547,921			1,181,645
Retained income		424,504			567,419
Amount due from ESOP Trust		(4,830	)		(5,479	)
Accumulated other comprehensive (loss) income		(57,270	)		42,612
Total Shareholders’ Equity		4,939,931			1,799,853
	$	8,192,161		$	3,129,881

See notes to consolidated financial statements.

33

STATEMENTS OF CONSOLIDATED CASH FLOWS
The J. M. Smucker Company

	Year Ended April 30,
(Dollars in thousands)	2009			2008			2007
Operating Activities
Net income	$	265,953		$	170,379		$	157,219
Adjustments to reconcile net income to net cash provided by operations:
Depreciation		79,450			58,497			57,346
Amortization		40,314			4,073			1,528
Asset impairments and other restructuring charges		9,093			1,510			10,089
Share-based compensation expense		22,105			11,531			11,257
Gain on sale of assets		—			(1,903	)		—
Deferred income tax expense		25,525			18,215			22,530
Changes in assets and liabilities, net of effect from businesses acquired:
Trade receivables		(78,631	)		(17,599	)		23,848
Inventories		34,669			(35,022	)		(8,146	)
Other current assets		38,792			(16,208	)		5,218
Accounts payable and accrued items		67,883			6,988			1,034
Defined benefit pension contributions		(34,665	)		(3,538	)		(10,955	)
Income taxes		22,941			(22,302	)		(15,079	)
Other – net		(48,601	)		4,900			17,081
Net Cash Provided by Operating Activities		444,828			179,521			272,970
Investing Activities
Businesses acquired, net of cash acquired		(77,335	)		(220,949	)		(60,488	)
Additions to property, plant, and equipment		(108,907	)		(76,430	)		(57,002	)
Proceeds from sale of businesses		—			3,407			84,054
Purchase of marketable securities		—			(229,405	)		(20,000	)
Sale and maturities of marketable securities		3,013			257,536			26,272
Disposal of property, plant, and equipment		2,965			3,532			2,313
Other – net		5,448			(177	)		(2,190	)
Net Cash Used for Investing Activities		(174,816	)		(262,486	)		(27,041	)
Financing Activities
Proceeds from long-term debt		400,000			400,000			—
Repayments of long-term debt		—			(148,000	)		—
Revolving credit arrangements – net		—			—			(28,144	)
Dividends paid		(384,876	)		(68,074	)		(63,632	)
Purchase of treasury shares		(4,025	)		(152,521	)		(52,125	)
Proceeds from stock option exercises		1,976			17,247			25,766
Other – net		(474	)		1,187			510
Net Cash Provided by (Used for) Financing Activities		12,601			49,839			(117,625	)
Effect of exchange rate changes on cash		2,539			5,126			(595	)
Net increase (decrease) in cash and cash equivalents		285,152			(28,000	)		127,709
Cash and cash equivalents at beginning of year		171,541			199,541			71,832
Cash and Cash Equivalents at End of Year	$	456,693		$	171,541		$	199,541

( ) Denotes use of cash

See notes to consolidated financial statements.

34

STATEMENTS OF CONSOLIDATED SHAREHOLDERS’ EQUITY
The J. M. Smucker Company

																			Accumulated
	Common															Amount			Other			Total
(Dollars in thousands,	Shares			Common			Additional			Retained			Deferred			Due from			Comprehensive			Shareholders’
except per share data)	Outstanding			Shares			Capital			Income			Compensation			ESOP Trust			Income (Loss)			Equity
Balance at May 1, 2006		56,949,044		$	14,237		$	1,212,598		$	489,067		$	(8,527	)	$	(6,525	)	$	27,209		$	1,728,059
Net income											157,219												157,219
Foreign currency translation adjustment																				2,437			2,437
Minimum pension liability adjustment																				427			427
Unrealized gain on available-for-sale securities																				1,644			1,644
Unrealized gain on cash flow hedging derivatives																				138			138
Comprehensive Income																							161,865
Purchase of treasury shares		(1,100,194	)		(275	)		(23,915	)		(27,935	)											(52,125	)
Stock plans		931,000			233			24,247						8,527									33,007
Cash dividends declared – $1.14 per share											(64,720	)											(64,720	)
Adjustments to initially apply Statement of Financial Accounting Standards No. 158, net of tax of $7,377																				(14,098	)		(14,098	)
Tax benefit of stock plans								3,161															3,161
Other																	508						508
Balance at April 30, 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

See notes to consolidated financial statements.

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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 any majority-owned investment. 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 24 percent, 20 percent, and 20 percent of net sales in 2009, 2008, and 2007, 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, 2009 and 2008, included amounts due from Wal-Mart Stores, Inc. and subsidiaries of $73,196 and $34,210, 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, represent approximately 25 percent of 2009 net sales, 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.

Advertising Expense: Advertising costs are expensed as incurred. Advertising expense was $77,363, $55,522, and $51,446 in 2009, 2008, and 2007, respectively.

Research and Development Cost: Total research and development costs, including product formulation costs, were $14,498, $9,547, and $9,680 in 2009, 2008, and 2007, 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 $22,105, $11,531, and $11,257 in 2009, 2008, and 2007, respectively. Of the total compensation expense for share-based awards recorded, $8,062 is included in merger and integration costs in the Statements of Consolidated Income in 2009. The related tax benefit recognized in the Statements of Consolidated Income was $7,261, $3,820, and $3,913 in 2009, 2008, and 2007, respectively.

As of April 30, 2009, total compensation cost related to nonvested share-based awards not yet recognized was approximately $31,186. 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 an excess tax benefit, is 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

36

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 to income tax expense. For 2009, 2008, and 2007, the actual tax deductible benefit realized from share-based compensation was $2,353, $11,231, and $3,161, including $2,372, $11,107, and $3,346, respectively, of excess tax benefits realized upon exercise or vesting of share-based compensation, and classified as other-net under financing activities on 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 United States are principally in Canada where the Company’s products are primarily sold through brokers 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, 2009 and 2008, was $2,001 and $911, 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 (“FIFO”) method.

As of the date of merger with The Folgers Coffee Company (“Folgers”), the Company initially elected to continue the application of the last-in, first-out (“LIFO”) method of accounting for certain acquired Folgers retail coffee inventory. After further evaluation, the Company changed its method of accounting for its retail coffee inventories from the LIFO method of accounting to the FIFO method. The Company believes the change is preferable as the FIFO method better reflects the current value of inventories on the Consolidated Balance Sheets, and it provides better matching of revenue and expense in the Statements of Consolidated Income, due to the current and anticipated volatility of the underlying commodity prices. Furthermore, the application of the FIFO method provides a uniform costing method across the Company’s operations, and will enhance comparability with peers within the food and beverage industry.

The change in accounting method from the LIFO to FIFO method was completed in accordance with Statement of Financial Accounting Standards No. 154, Accounting Changes and Error Corrections. As of April 30, 2009, coffee inventory valued using the LIFO method was the equivalent to the value using the FIFO method. Due to the application of purchase accounting and the lower of cost or market principle, the Company had not recorded a LIFO reserve. Accordingly, there was no impact on the Company’s consolidated financial statements resulting from the change in accounting for inventory.

Derivative Financial Instruments: The Company utilizes derivative instruments such as 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 Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”). SFAS 133 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

37

fair value are deferred and recorded 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. The Company measures hedge effectiveness at inception and verifies effectiveness on a quarterly basis using prospective and retrospective testing. 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 M: Derivative Financial Instruments.

Property, Plant, and Equipment: Property, plant, and equipment are recorded 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, 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 2009, 2008, and 2007 totaled $36,547, $23,902, and $20,261, respectively.

Impairment of Long-Lived Assets: In accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, 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 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 recorded as held for sale at the lower of carrying value or estimated net realizable value. During 2007, the Company recorded impairment of approximately $8.5 million on long-lived assets associated with the Canadian nonbranded, grain-based foodservice and industrial businesses divested during the year.

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 Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, goodwill and 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 indefinite-lived intangible assets as of February 1, of each year. A discounted cash flow analysis is 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 G: Goodwill and Other Intangible Assets.

Other Investments in Securities: The Company 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, 2009 and 2008, the fair value of these investments included in other assets was $29,273 and $31,130, respectively. Included in accumulated other comprehensive (loss) income at April 30, 2009 and 2008, was an unrealized loss of $2,763 and an unrealized gain of $1,404, 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: Effective May 1, 2008, the Company adopted the financial statement presentation requirements of Financial Accounting Standards Board (“FASB”) Staff Position (“FSP”) No. FIN 39-1, An Amendment to FASB Interpretation No. 39, (“FSP FIN 39-1”). Among other amendments, FSP FIN 39-1 requires the Company to make an accounting policy election to offset or not offset fair value amounts recognized for derivative instruments and fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral arising from derivative instruments recognized at fair value with the same counterparty under a master netting arrangement. The effects of FSP FIN 39-1 are to be applied retrospectively to all periods presented. 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

38

$16,619 and $12,634 at April 30, 2009 and 2008, respectively, that are included in other current assets in the Consolidated Balance Sheets. Prior to adoption, the Company’s cash margin accounts were included in cash and cash equivalents in the Consolidated Balance Sheets as they were not considered material. The retrospective application of FSP FIN 39-1 had no impact on the Company’s financial position or results of operations for all periods presented and resulted in a decrease of $12,056 and $454 in cash provided by operating activities for the years ended April 30, 2008 and 2007, respectively.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(revised), Business Combinations (“SFAS 141R”). SFAS 141R continues to require the purchase method of accounting to be applied to all business combinations, but it significantly changes the accounting for certain aspects of business combinations. SFAS 141R establishes principles and requirements for how the Company recognizes the assets acquired and liabilities assumed, recognizes the goodwill acquired, and determines what information to disclose to enable the evaluation of the nature and financial effects of the business combination. SFAS 141R is effective for business combinations made by the Company after May 1, 2009.

In April 2008, the FASB issued FSP No. FAS 142-3, Determination of the Useful Life of Intangible Assets (“FSP FAS 142-3”). FSP FAS 142-3 amends the factors to be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets. Its intent is to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure its fair value. This FSP is effective May 1, 2009, for the Company.

In June 2008, the FASB issued FSP Emerging Issues Task Force 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities (“FSP EITF 03-6-1”). FSP EITF 03-6-1 clarifies 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 SFAS No. 128, Earnings per Share. This FSP is effective May 1, 2009, for the Company, and requires all presented prior period earnings per share data to be adjusted retrospectively.

In December 2008, the FASB issued FSP No. FAS 132 (R)-1, Employers’ Disclosures about Postretirement Benefit Plan Assets (“FSP FAS 132R-1”). FSP FAS 132R-1 provides guidance on employers’ disclosures about plan assets of a defined benefit pension or other postretirement plan. This FSP is effective April 30, 2010, for the Company.

The Company is currently assessing the impact, if any, on the consolidated financial statements of recently issued accounting standards that are not yet effective 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.

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, oils, sweeteners, milk, wheat and flour, corn, and other ingredients are obtained from various suppliers. The cost and availability of many of these commodities have fluctuated, and may continue to fluctuate over time. Green coffee is the world’s second largest traded commodity and is sourced solely from foreign countries. Green coffee 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 and the Company believes that it will continue to be able to obtain adequate supplies. The Company has not historically encountered shortages of key raw materials. The Company considers its relationship with key material suppliers to be good.

Approximately 34 percent of the Company’s employees, located at 11 facilities, are covered by union contracts. The contracts vary in term depending on the location with seven contracts expiring in 2010.

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

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NOTE B: MERGERS AND ACQUISITIONS

On November 6, 2008, the Company merged The Folgers Coffee Company (“Folgers”), 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 closing the transaction on November 6, 2008, the Company had approximately 118 million common shares outstanding. As part of the transaction, the Company’s debt obligations increased by $350.0 million as a result of Folgers’ LIBOR-based variable rate note. 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 $274.0 million, on October 31, 2008.

The transaction with Folgers, the leading marketer and manufacturer 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 is 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 $63.4 million in 2009 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 $82.8 million incurred to date include approximately $8.1 million in noncash expense items.

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.

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

Assets acquired:
Current assets	$	300,532
Property, plant, and equipment		322,580
Intangible assets		2,515,000
Goodwill		1,638,063
Other noncurrent assets		4,278
Total assets acquired	$	4,780,453
Liabilities assumed:
Current liabilities	$	87,283
Deferred tax liabilities		953,666
Other noncurrent liabilities		3,750
Total liabilities assumed	$	1,044,699
Net assets acquired	$	3,735,754

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Total Folgers goodwill was assigned to the U.S. retail coffee market segment. Of the total goodwill, $1,627.5 million is not deductible for tax purposes. Although subject to adjustment following the completion of the valuation process, the Folgers purchase price allocation is substantially complete.

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

Intangible assets with finite lives:
Customer and contractual relationships (20-year estimated useful life)	$	1,089,000
Technology (12-year estimated useful life)		133,000
Intangible assets with indefinite lives		1,293,000
Total intangible assets	$	2,515,000

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 $279 million and the assumption of $115 million in debt. The results of the operations of each of the merged or acquired businesses are included in the Company’s consolidated financial statements from the date of the transaction. Had the transactions occurred on May 1, 2007, unaudited, pro forma consolidated results for the years ended April 30, 2009 and 2008, would have been as follows:

	Year Ended April 30,
	2009		2008
Net sales	$	4,684,746	$	4,354,690
Net income		357,265		340,176
Net income per common share – assuming dilution		3.03		2.84

The unaudited, pro forma consolidated results are based on the Company’s historical financial statements and those of the merged or acquired businesses and do not necessarily indicate the results of operations that would have resulted had the transactions been completed at the beginning of the applicable period presented, nor is it indicative of the results of operations in future periods.

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NOTE C: RESTRUCTURING

In 2003, the Company announced its plan to restructure certain operations as part of its ongoing efforts to refine its portfolio, optimize its production capacity, improve productivity and operating efficiencies, and improve the Company’s overall cost base as well as service levels in support of its long-term strategy. The Company has completed a number of transactions resulting in the rationalization or divestiture of manufacturing facilities and businesses in the United States, Europe, and Canada, including the 2007 sale of the Canadian nonbranded businesses, which were acquired as part of International Multifoods Corporation. The restructurings resulted in the reduction of approximately 410 full-time positions.

The Company has incurred total restructuring costs of approximately $69.0 million related to these initiatives since the announcement in March 2003. Total restructuring charges of $10,229, $4,747, and $12,101 in 2009, 2008, and 2007, respectively, were reported in the accompanying Statements of Consolidated Income. Of the total restructuring charges, approximately $1,510 and $9,981 were reported in cost of products sold in 2008 and 2007, respectively, and no restructuring charges were reported in cost of products sold in 2009. The restructuring costs classified as cost of products sold include long-lived asset charges and inventory disposition costs. The Company believes the restructuring plan is substantially complete.

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 consumer market, U.S. retail oils and baking market, U.S. retail coffee market, and special markets. With the addition of The Folgers Coffee Company (“Folgers”) and the resulting organizational changes made in association with the Folgers transaction, the Company created the U.S. retail consumer market segment, U.S. retail oils and baking market segment, and U.S. retail coffee market segment. 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, White Lily, and Martha White branded products; the U.S. retail coffee market segment represents the domestic sales of Folgers, Millstone, and Dunkin’ Donuts branded coffee to retail customers; and the special markets segment is comprised of the Canada, foodservice, natural foods (formerly beverage), and international strategic business areas. Special markets segment products are distributed domestically and in foreign countries through retail channels, foodservice distributors and operators (i.e., restaurants, schools and universities, health care operations), and health and natural foods stores and distributors.

As a result of the change in segment reporting, all historical information has been reclassified to conform to the new presentation.

42

The following table sets forth reportable segment and geographical information.

	Year Ended April 30,
	2009			2008			2007
Net sales:
U.S. retail consumer market	$	1,103,264		$	998,556		$	920,505
U.S. retail oils and baking market		995,474			875,991			626,559
U.S. retail coffee market		855,571			—			—
Special markets		803,624			650,227			600,953
Total net sales	$	3,757,933		$	2,524,774		$	2,148,017
Segment profit:
U.S. retail consumer market	$	249,313		$	233,201		$	217,897
U.S. retail oils and baking market		124,150			99,626			101,898
U.S. retail coffee market		240,971			—			—
Special markets		111,741			92,019			72,974
Total segment profit	$	726,175		$	424,846		$	392,769
Interest income		6,993			13,259			9,225
Interest expense		(62,478	)		(42,145	)		(23,363	)
Amortization		(40,314	)		(4,073	)		(1,528	)
Share-based compensation expense		(14,043	)		(11,531	)		(11,257	)
Restructuring costs		(10,229	)		(4,747	)		(12,101	)
Merger and integration costs		(72,666	)		(7,967	)		(61	)
Corporate administrative expenses		(133,313	)		(115,618	)		(111,082	)
Other unallocated (expense) income		(4,060	)		2,764			(1,598	)
Income before income taxes	$	396,065		$	254,788		$	241,004
Net sales:
Domestic	$	3,353,362		$	2,199,433		$	1,819,747
International:
Canada	$	356,300		$	278,447		$	282,069
All other international		48,271			46,894			46,201
Total international	$	404,571		$	325,341		$	328,270
Total net sales	$	3,757,933		$	2,524,774		$	2,148,017
Assets:
Domestic	$	7,670,192		$	2,547,609		$	2,198,029
International:
Canada	$	514,993		$	573,829		$	484,641
All other international		6,976			8,443			11,153
Total international	$	521,969		$	582,272		$	495,794
Total assets	$	8,192,161		$	3,129,881		$	2,693,823
Long-lived assets:
Domestic	$	6,406,085		$	1,895,494		$	1,690,755
International:
Canada	$	386,948		$	457,345		$	357,486
All other international		237			835			6,216
Total international	$	387,185		$	458,180		$	363,702
Total long-lived assets	$	6,793,270		$	2,353,674		$	2,054,457

Segment profit represents revenue less direct and allocable operating expenses.

43

The following table presents product sales information.

	Year Ended April 30,
	2009			2008			2007
Coffee		25	%		—	%		—	%
Peanut butter		14			19			21
Shortening and oils		11			14			15
Fruit spreads		9			13			14
Baking mixes and frostings		8			10			11
Canned milk		7			10			—
Flour and baking ingredients		7			8			11
Portion control		4			5			5
Juices and beverages		3			5			5
Uncrustables frozen sandwiches		3			5			4
Toppings and syrups		3			4			5
Other		6			7			9
Total		100	%		100	%		100	%

NOTE E: EARNINGS PER SHARE

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

	Year Ended April 30,
	2009		2008		2007
Numerator:
Net income for earnings per common share and earnings per common share – assuming dilution	$	265,953	$	170,379	$	157,219
Denominator:
Weighted-average shares		84,823,849		56,226,206		56,432,839
Effect of dilutive securities:
Stock options		98,938		231,682		389,247
Restricted stock		362,424		262,757		234,335
Denominator for earnings per common share – assuming dilution		85,285,211		56,720,645		57,056,421
Net income per common share	$	3.14	$	3.03	$	2.79
Net income per common share – assuming dilution	$	3.12	$	3.00	$	2.76

44

NOTE F: MARKETABLE SECURITIES

Under the Company’s investment policy, it may invest in debt securities deemed to be investment grade at the time of purchase. Currently, these investments are defined as mortgage-backed obligations, corporate bonds, municipal bonds, federal agency notes, and commercial paper. However, in light of current market conditions, the Company has limited recent investments primarily to high-quality money market funds. The Company determines the appropriate categorization of debt securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company has categorized all debt securities as available for sale because it currently has the intent to convert these investments into cash if and when needed. Classification of these available-for-sale marketable securities as current or noncurrent is based on whether the conversion to cash is expected to be necessary for current operations, which is currently 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 other comprehensive income. Approximately $3,013, $257,536, and $26,272 of proceeds have been realized upon maturity or sale of available-for-sale marketable securities in 2009, 2008, and 2007, respectively. The Company uses specific identification to determine the basis on which securities are sold.

The following table is a summary of available-for-sale marketable securities, consisting entirely of mortgage-backed securities, at April 30, 2009 and 2008.

	Year Ended April 30,
	2009			2008
Cost	$	13,519		$	16,532
Gross unrealized losses		(706	)		(489	)
Estimated fair value	$	12,813		$	16,043

There were two marketable securities in an unrealized loss position for greater than twelve months at April 30, 2009. Based on management’s evaluation at April 30, 2009, considering the nature of the investments, the credit worthiness of the issuers, and the intent and ability of the Company to hold the securities for the period necessary to recover the cost of the securities, the decline in the fair values was determined to be temporary.

NOTE G: GOODWILL AND OTHER INTANGIBLE ASSETS

A summary of changes in the Company’s goodwill during the years ended April 30, 2009 and 2008, by reportable segment is as follows:

	U.S. Retail			U.S. Retail			U.S. Retail
	Consumer			Oils and Baking			Coffee		Special
	Market			Market			Market		Markets			Total
Balance at April 30, 2007	$	340,010		$	596,523		$	—	$	54,238		$	990,771
Acquisitions		600			100,547			—		34,060			135,207
Other		866			3,465			—		2,167			6,498
Balance at April 30, 2008	$	341,476		$	700,535		$	—	$	90,465		$	1,132,476
Acquisitions		—			—			1,638,063		35,435			1,673,498
Other		(180	)		(883	)		—		(13,520	)		(14,583	)
Balance at April 30, 2009	$	341,296		$	699,652		$	1,638,063	$	112,380		$	2,791,391

Included in the other category at April 30, 2009 and 2008, were foreign currency exchange and tax-related adjustments.

45

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

	April 30, 2009						April 30, 2008
	Acquisition		Accumulated				Acquisition		Accumulated
	Cost		Amortization		Net		Cost		Amortization		Net
Finite-lived intangible assets subject to amortization:
Customer and contractual relationships	$	1,176,006	$	35,433	$	1,140,573	$	79,103	$	3,334	$	75,769
Patents and technology		134,970		6,331		128,639		1,970		641		1,329
Trademarks		6,460		968		5,492		6,785		663		6,122
Total intangible assets subject to amortization	$	1,317,436	$	42,732	$	1,274,704	$	87,858	$	4,638	$	83,220
Indefinite-lived intangible assets not subject to amortization:
Trademarks	$	1,824,272	$	—	$	1,824,272	$	530,780	$	—	$	530,780
Total other intangible assets	$	3,141,708	$	42,732	$	3,098,976	$	618,638	$	4,638	$	614,000

Amortization expense for finite-lived intangible assets was $38,094, $3,895, and $351 in 2009, 2008, and 2007, 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 $71,400.

Pursuant to Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, the Company is required to review goodwill and indefinite-lived intangible assets at least annually for impairment. The annual impairment review was performed as of February 1, 2009. Goodwill impairment is tested at the reporting unit level which is the Company’s operating segments. Approximately $1,491 and $225 of impairment was recorded related to certain indefinite-lived intangible assets in 2009 and 2007, respectively, and no impairment was recorded in 2008.

NOTE H: PENSIONS AND OTHER POSTRETIREMENT BENEFITS

The Company has 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.

Effective April 30, 2007, the Company adopted Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statement Nos. 87, 88, 106, and 132(R) (“SFAS 158”). SFAS 158 requires the recognition of a plan’s funded status as an asset for fully funded plans and as a liability for unfunded or under-funded plans. Previously unrecognized actuarial gains and losses and prior service costs are now recorded in accumulated other comprehensive (loss) income. The amounts recorded in accumulated other comprehensive (loss) income are modified as actuarial assumptions and service costs change and such amounts are amortized to expense over a period of time through the net periodic benefit cost.

46

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

	Defined Benefit Pension Plans									Other Postretirement Benefits
Year Ended April 30,	2009			2008			2007			2009			2008			2007
Service cost	$	5,871		$	6,925		$	7,607		$	1,892		$	1,291		$	2,016
Interest cost		26,263			25,900			23,740			2,540			2,516			3,081
Expected return on plan assets		(29,905	)		(35,391	)		(32,008	)		—			—			—
Amortization of prior service cost (credit)		1,295			1,364			1,423			(489	)		(454	)		(204	)
Amortization of initial net asset		—			(1	)		(1	)		—			—			—
Amortization of net actuarial loss (gain)		1,360			1,014			1,393			(730	)		(523	)		49
Settlement loss		9,908			—			—			—			—			—
Curtailment loss		—			68			111			—			—			—
Net periodic benefit cost (credit)	$	14,792		$	(121	)	$	2,265		$	3,213		$	2,830		$	4,942
Other changes in plan assets and benefit liabilities recognized in accumulated other comprehensive (loss) income before income taxes:
Change prior to adoption of SFAS 158	$	—		$	—		$	826		$	—		$	—		$	—
Change due to adoption of SFAS 158		—			—			(34,272	)		—			—			12,797
Change after adoption of SFAS 158:
Prior service cost arising during the year		—			—			—			—			3,175			—
Net actuarial (loss) gain arising during the year		(74,195	)		(14,670	)		—			4,645			4,826			—
Amortization of prior service cost (credit)		1,295			1,364			—			(489	)		(454	)		—
Amortization of initial net asset		—			(1	)		—			—			—			—
Amortization of net actuarial loss (gain)		1,360			1,014			—			(730	)		(523	)		—
Curtailment		—			2,821			—			—			—			—
Foreign currency translation		2,517			(1,212	)		—			(231	)		18			—
Net change for the year	$	(69,023	)	$	(10,684	)	$	(33,446	)	$	3,195		$	7,042		$	12,797
Weighted-average assumptions used in determining net periodic benefit costs:
U.S. plans:
Discount rate		6.60	%		6.00	%		6.30	%		6.60	%		6.00	%		6.30	%
Expected return on plan assets		7.75			8.25			8.25			—			—			—
Rate of compensation increase		3.84			4.10			4.10			—			—			—
Canadian plans:
Discount rate – before remeasurement		6.10			5.25			5.50			6.10			5.25			5.50
Discount rate – after remeasurement		—			—			5.00			—			—			5.00
Expected return on plan assets		7.25			8.00			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. As a result of the sale of the Canadian nonbranded businesses in 2007, a remeasurement of three Canadian plans was performed.

47

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,						April 30,
	2009			2008			2009			2008
Change in benefit obligation:
Benefit obligation at beginning of the year	$	430,989		$	435,268		$	41,583		$	46,349
Service cost		5,871			6,925			1,892			1,291
Interest cost		26,263			25,900			2,540			2,516
Amendments		—			—			—			(3,175	)
Divestiture		(25,934	)		—			—			—
Actuarial gain		(27,359	)		(22,986	)		(4,645	)		(4,799	)
Participant contributions		328			371			1,089			1,250
Benefits paid		(26,089	)		(25,736	)		(2,393	)		(3,116	)
Curtailment gain		—			(2,752	)		—			—
Foreign currency translation adjustments		(21,349	)		13,999			(1,884	)		1,267
Benefit obligation at end of the year	$	362,720		$	430,989		$	38,182		$	41,583
Change in plan assets:
Fair value of plan assets at beginning of the year	$	422,019		$	431,000		$	—		$	—
Actual return on plan assets		(82,034	)		(2,094	)		—			—
Company contributions		34,665			3,538			1,304			1,866
Participant contributions		328			371			1,089			1,250
Benefits paid		(26,089	)		(25,736	)		(2,393	)		(3,116	)
Divestiture		(25,934	)		—			—			—
Foreign currency translation adjustments		(22,473	)		14,940			—			—
Fair value of plan assets at end of the year	$	300,482		$	422,019		$	—		$	—
Funded status of the plans	$	(62,238	)	$	(8,970	)	$	(38,182	)	$	(41,583	)
Other noncurrent assets	$	5,032		$	39,008		$	—		$	—
Salaries, wages, and additional compensation		(869	)		—			—			—
Defined benefit pensions		(66,401	)		(47,978	)		—			—
Postretirement benefits other than pensions		—			—			(38,182	)		(41,583	)
Net benefit liability	$	(62,238	)	$	(8,970	)	$	(38,182	)	$	(41,583	)

The following table summarizes amounts recognized in accumulated other comprehensive (loss) income at April 30, 2009 and 2008, before income taxes.

							Other
	Defined Benefit						Postretirement
	Pension Plans						Benefits
	2009			2008			2009		2008
Net actuarial (loss) gain	$	(118,094	)	$	(47,743	)	$	19,003	$	15,319
Prior service (cost) credit		(7,235	)		(8,563	)		4,031		4,520
Total	$	(125,329	)	$	(56,306	)	$	23,034	$	19,839

During 2010, the Company expects to recognize amortization of net actuarial losses and prior service cost of $6,082 and $1,232, respectively, in net periodic benefit costs.

48

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

	Defined Benefit						Other
	Pension Plans						Postretirement Benefits
	April 30,						April 30,
	2009			2008			2009			2008
Weighted-average assumptions used in determining benefit obligation:
U.S. plans:
Discount rate		7.40	%		6.60	%		7.40	%		6.60	%
Rate of compensation increase		3.39			3.84			—			—
Canadian plans:
Discount rate		5.40			6.10			5.40			6.10
Rate of compensation increase		4.00			4.00			—			—

The rate of compensation increase is based on multiple graded scales and is weighted based on the active liability balance. For 2010, the assumed health care trend rates are eight and one-half percent and seven and one-half percent for U.S. and Canadian plans, respectively. The rate for participants under age 65 is assumed to decrease to five percent 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, 2009:

	One-Percentage Point
	Increase		Decrease
Effect on total service and interest cost components	$	199	$	(162	)
Effect on benefit obligation		2,095		(1,885	)

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,	2009			2008			2009			2008
Benefit obligation at end of the year	$	94,633		$	145,348		$	10,866		$	12,079
Fair value of plan assets at end of the year		75,899			154,530			—			—
Funded status of the plans	$	(18,734	)	$	9,182		$	(10,866	)	$	(12,079	)
Service cost	$	816		$	1,103		$	46		$	58
Interest cost		7,963			8,553			631			669
Settlement loss		9,908			—			—			—
Company contributions		2,497			1,654			607			1,090
Participant contributions		328			371			—			—
Benefits paid		(9,407	)		(9,406	)		(607	)		(1,090	)
Net periodic benefit cost (credit)		9,596			(2,849	)		665			727

49

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

	April 30,
	2009		2008
Accumulated benefit obligation for all pension plans	$	344,901	$	411,478
Plans with an accumulated benefit obligation in excess of plan assets:
Accumulated benefit obligation		244,070		80,762
Fair value of plan assets		183,585		37,686
Plans with a projected benefit obligation in excess of plan assets:
Projected benefit obligation		252,573		85,596
Fair value of plan assets		185,516		37,686

The Company employs a total return on investment approach for the defined benefit pension plans’ 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 plans’ assets, management considers the historical rates of return, the nature of investments, the asset allocation, and expectations of future investment strategies.

The Company’s pension plans’ asset target and actual allocations are as follows:

				Actual Allocation
				April 30,
	Target
	Allocation			2009			2008
Equity securities		45	%		39	%		54	%
Debt securities		44			40			40
Cash and other investments		11			21			6
		100	%		100	%		100	%

Included in equity securities were 317,552 of the Company’s common shares at April 30, 2009 and 2008. The market value of these shares was $12,512 at April 30, 2009. The Company paid dividends of $1,994 on these shares during 2009.

The Company expects to contribute approximately $4 million to the pension plans in 2010. The Company expects to make the following benefit payments for all benefit plans: $26 million in 2010, $27 million in 2011, $35 million in 2012, $28 million in 2013, $29 million in 2014, and $158 million in 2015 through 2019.

50

NOTE I: 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 $261, $376, and $530 in 2009, 2008, and 2007, respectively. Contributions to the plan, representing compensation expense, are made annually in amounts sufficient to fund ESOP debt repayment and were $614, $690, and $684 in 2009, 2008, and 2007, respectively. Dividends on unallocated shares are used to reduce expense and were $1,461, $334, and $356 in 2009, 2008, and 2007, respectively. The principal payments received from the ESOP in 2009, 2008, and 2007 were $649, $538, and $508, 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 Statement of Position 93-6, Employers’ Accounting for Employee Stock Ownership Plans, 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, 2009, the ESOP held 231,594 unallocated and 818,552 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 all domestic and Canadian employees not covered by certain collective bargaining agreements. The Company’s contributions under these plans are based on a specified percentage of employee contributions. Charges to operations for these plans in 2009, 2008, and 2007 were $7,282, $4,943, and $4,138, respectively.

NOTE J: 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 shares, 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, 2009, there were 1,719,101 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 Multifoods acquisition, which are settled by issuing new Company common shares.

51

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, 2008		1,118,859		$	38.23
Exercised		(114,369	)		27.17
Forfeited		(12,330	)		52.92
Outstanding and exercisable at April 30, 2009		992,160		$	39.32

At April 30, 2009, the weighted-average remaining contractual term for stock options outstanding and exercisable was 4.2 years and the aggregate intrinsic value of these stock options was approximately $78.

The total intrinsic value of options exercised during 2009, 2008, and 2007 was approximately $2,871, $28,973, and $9,409, 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, 2008		438,490		$	49.12		65,830		$	51.37
Granted		570,359			42.29		114,440			43.44
Converted		65,830			51.37		(65,830	)		51.37
Vested		(226,857	)		49.00		—			—
Forfeited		(9,156	)		47.39		—			—
Outstanding at April 30, 2009		838,666		$	44.70		114,440		$	43.44

The total fair value of equity awards other than stock options vesting in 2009, 2008, and 2007 was approximately $11,117, $8,547, and $4,276, respectively. The weighted-average grant date fair value of restricted shares, deferred shares, deferred stock units, performance shares, 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 2009, 2008, and 2007.

	Restricted/
	Deferred		Weighted-				Weighted-
	Shares and		Average		Performance		Average
	Deferred		Grant Date		Shares and		Grant Date
Year Ended April 30,	Stock Units		Fair Value		Units		Fair Value
2009		570,359	$	42.29		114,440	$	43.44
2008		140,290		57.50		65,830		51.37
2007		172,669		40.80		67,440		57.73

The performance shares and units column represents the number of restricted shares received by certain executive officers, subsequent to year end, upon conversion of the performance shares and 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 K: DEBT AND FINANCING ARRANGEMENTS

Long-term debt consists of the following:

	April 30,
	2009		2008
6.77% Senior Notes due June 1, 2009	$	75,000	$	75,000
6.60% Senior Notes due November 13, 2009		201,726		204,684
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		—
6.63% Senior Notes due November 1, 2018		376,000		—
5.55% Senior Notes due April 1, 2022		400,000		400,000
Total long-term debt	$	1,186,726	$	789,684
Current portion of long-term debt		276,726		—
Total long-term debt less current portion	$	910,000	$	789,684

In addition, as part of the merger with The Folgers Coffee Company (“Folgers”) on November 6, 2008, the Company’s debt obligations increased by $350.0 million as a result of the guarantee of Folgers’ term loan facility with two banks. Interest on the facility is based on prevailing federal funds rate, U.S. prime, or LIBOR, as determined by the Company, and is payable either on a quarterly basis, or at the end of a borrowing term. At April 30, 2009, the weighted-average interest rate on the facility was 1.8 percent. This facility matures on November 9, 2009.

On October 23, 2008, the Company issued $400.0 million in Senior Notes in two series with maturity dates of November 1, 2015 and November 1, 2018. A portion of the proceeds from the Senior Notes was used to fund costs related to the Folgers merger and the payment of a $5.00 per share one-time special dividend, totaling approximately $274.0 million, on October 31, 2008.

All of the Company’s Senior Notes are unsecured and interest is paid annually on the 6.60 percent Senior Notes and semiannually on the other notes. Prepayments are required on the 5.55 percent Senior Notes, the first of which is $50.0 million on April 1, 2013. The 6.60 percent Senior Notes are guaranteed by Diageo plc, an unrelated third party. The guarantee may terminate, in limited circumstances, prior to the maturity of the notes.

The Company has available a $180.0 million revolving credit facility with a group of three banks. Interest on the revolving credit facility is based on prevailing U.S. prime, Canadian Base Rate, LIBOR, or Canadian CDOR, as determined by the Company, and is payable either on a quarterly basis, or at the end of the borrowing term. At April 30, 2009, the Company did not have a balance outstanding under the revolving credit facility. At April 30, 2009, the Company had standby letters of credit of approximately $22.9 million outstanding.

The Company’s debt instruments contain certain financial covenant restrictions including consolidated net worth and debt to capitalization requirements. The Folgers’ term loan facility also contains leverage and interest coverage ratios. The Company is in compliance with all covenants.

Interest paid totaled $52,918, $44,584, and $27,580 in 2009, 2008, and 2007, 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, amortization of deferred interest rate swap gains, debt issuance costs, and interest capitalized.

53

NOTE L: 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. 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 position, results of operations, or cash flows.

NOTE M: 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.

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, and milk. 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 Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”), 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 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.

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 quarterly basis.

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 SFAS 133 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. Certain instruments 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.

As of April 30, 2009, the Company had the following outstanding derivative contracts:

	Gross Contract
	Notional Amount
Commodity contracts	$	276,644
Foreign currency exchange contracts	$	41,999

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

	Other		Other
	Current Assets		Current Liabilities
Derivatives designated as hedging instruments under SFAS 133:
Commodity contracts	$	3,782	$	1,562
Derivatives not designated as hedging instruments under SFAS 133:
Commodity contracts	$	414	$	2,278
Foreign currency exchange contracts		—		332
Total	$	414	$	2,610
Total derivatives	$	4,196	$	4,172

The following table presents information on the mark-to-market gains and losses recognized on derivatives in SFAS 133 cash flow hedging relationships, all of which hedge commodity price risk.

	Three Months Ended
	April 30, 2009
	(Unaudited)
Loss recognized in other comprehensive loss, net of tax (effective portion)	$	(188	)
Loss reclassified from accumulated other comprehensive loss to cost of products sold, net of tax (effective portion)		(4,551	)
Gain recognized in cost of products sold, net of tax (ineffective portion)		37

The entire amount of the deferred gain included in accumulated other comprehensive loss at April 30, 2009, is expected to be recognized in earnings as the related commodity is utilized during 2010.

The following table presents the mark-to-market losses recognized on derivatives not designated as hedging instruments under SFAS 133. These losses were recognized in cost of products sold.

	Three Months Ended
	April 30, 2009
	(Unaudited)
Commodity contracts	$	1,563
Foreign currency exchange contracts		701
Total	$	2,264

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NOTE N: 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, marketable securities, and trade receivables. The Company’s marketable securities are in debt securities. Under the Company’s investment policy, it may invest in securities deemed to be investment grade at the time of purchase. Currently, these investments are defined as mortgage-backed obligations, corporate bonds, municipal bonds, federal agency notes, and commercial paper. However, in light of recent market conditions, the Company has limited recent investments primarily to high-quality money market funds. The Company determines the appropriate categorization of its debt securities at the time of purchase and reevaluates such designation at each balance sheet date. With respect to trade receivables, concentration of credit risk is limited due to the large number of customers. 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 financial instruments, including derivative financial instruments.

	April 30, 2009				April 30, 2008
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value
Marketable securities	$	12,813	$	12,813	$	16,043	$	16,043
Other investments and securities		29,273		29,273		31,130		31,130
Derivative financial instruments (net assets)		24		24		1,269		1,269
Fixed rate long-term debt		1,186,726		1,234,728		789,684		807,583

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 and related interpretations provide guidance for using fair value to measure assets and liabilities and only applies when other standards require or permit the fair value measurement of assets and liabilities. It does not expand the use of fair value measurement. In February 2008, the FASB issued Staff Position No. 157-2, Effective Date of FASB Statement No. 157 (“FSP SFAS 157-2”). FSP SFAS 157-2 amends SFAS 157 to delay the effective date of the standard, as it relates to nonfinancial assets and nonfinancial liabilities, to fiscal years beginning after November 15, 2008, (May 1, 2009, for the Company). SFAS 157 for financial assets and financial liabilities was effective for fiscal years beginning after November 15, 2007. The Company adopted the provisions of SFAS 157 effective May 1, 2008. The adoption of SFAS 157 did not have a material impact on the Company’s condensed consolidated financial statements.

SFAS 157 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. SFAS 157 classifies these inputs into the following hierarchy:

Level 1 Inputs — Quoted prices for identical instruments in active markets.

Level 2 Inputs — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs — Instruments with primarily unobservable value drivers.

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The following table is a summary of the fair values of the Company’s financial assets.

							Fair Value at		Fair Value at
	Level 1		Level 2		Level 3		April 30, 2009		April 30, 2008
Marketable securities(A)	$	—	$	12,813	$	—	$	12,813	$	16,043
Other investments and securities(B)		8,147		21,126		—		29,273		31,130
Derivatives(C)		24		—		—		24		1,269
Total	$	8,171	$	33,939	$	—	$	42,110	$	48,442

(A) The Company’s marketable securities consist entirely of mortgage-backed securities. The 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.

(B) The Company maintains funds for the payment of benefits associated with nonqualified retirement plans. These funds consist of equity securities listed in active markets and municipal bonds. The municipal bonds are valued by a third party using an evaluated pricing methodology.

(C) The Company’s derivatives are valued using quoted market prices. For additional information, see Note M: Derivative Financial Instruments.

NOTE O: 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,
	2009			2008
Deferred tax liabilities:
Intangible assets	$	1,062,680		$	148,182
Property, plant, and equipment		117,736			59,359
Pension and other employee benefits		11,362			11,280
Other		29,357			8,000
Total deferred tax liabilities	$	1,221,135		$	226,821
Deferred tax assets:
Loss carryforwards	$	8,918		$	8,858
Post-employment and other employee benefits		69,051			43,902
Tax credit carryforwards		2,997			990
Intangible assets		5,896			4,866
Other		16,867			10,962
Total deferred tax assets	$	103,729		$	69,578
Valuation allowance for deferred tax assets		(9,026	)		(9,890	)
Total deferred tax assets less allowance	$	94,703		$	59,688
Net deferred tax liability	$	1,126,432		$	167,133

The following table summarizes domestic and foreign loss carryforwards at April 30, 2009.

	Related Tax		Deferred
	Deduction		Tax Asset		Expiration Date
Loss carryforwards:
Federal capital loss	$	11,692	$	4,238	2010 to 2014
State net operating loss		86,169		3,702		2010 to 2028
Foreign net operating loss		8,215		978		2026 to 2028
Total loss carryforwards	$	106,076	$	8,918

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Deferred tax assets at April 30, 2009, also include $990 of foreign tax credit carryforwards that are due to expire in 2010, net state tax credit carryforwards of $1,495 that are due to expire in 2018, and net foreign jurisdictional tax credit carryforwards of $512 that are due to expire in 2028.

The valuation allowance decreased by $864, primarily due to the expiration of state net operating losses that had a full valuation allowance. The valuation allowance at April 30, 2009, includes approximately $8,878 for the domestic and foreign loss and tax credit carryforwards. Approximately $4,197 of the valuation allowance, if subsequently recognized as a tax benefit under current accounting rules, would be allocated to reduce goodwill. Effective May 1, 2009, the Company will adopt Statement of Financial Accounting Standards No. 141 (revised), Business Combinations (“SFAS 141R”) and subsequent recognition of these tax benefits would be recorded through earnings or additional paid in capital.

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 credits or deductions for foreign taxes already paid. It is not practical to estimate the amount of additional taxes that might be payable on such undistributed earnings.

Income (loss) before income taxes is as follows:

	Year Ended April 30,
	2009		2008		2007
Domestic	$	378,293	$	236,307	$	241,349
Foreign		17,772		18,481		(345	)
Income before income taxes	$	396,065	$	254,788	$	241,004

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

	Year Ended April 30,
	2009		2008		2007
Current:
Federal	$	97,182	$	59,239	$	59,207
Foreign		1,688		3,580		(3,756	)
State and local		5,717		3,375		5,804
Deferred		25,525		18,215		22,530
Total income tax expense	$	130,112	$	84,409	$	83,785

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

	Year Ended April 30,
Percent of Pretax Income	2009			2008			2007
Statutory federal income tax rate		35.0	%		35.0	%		35.0	%
State and local income taxes, net of federal income tax benefit		0.6			0.4			2.0
Other items — net		(2.7	)		(2.3	)		(2.2	)
Effective income tax rate		32.9	%		33.1	%		34.8	%
Income taxes paid	$	69,107		$	73,786		$	54,581

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Effective May 1, 2007, the Company adopted Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), which is an interpretation of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. FIN 48 clarifies the financial statement recognition and measurement criteria of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. 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 FIN 48, 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, consistent with the accounting method used prior to adopting FIN 48.

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 2006 and, with limited exceptions, the Company is no longer subject to examination of state and local or foreign income taxes for years prior to 2005. In May 2009, the Company reached an agreement with the Internal Revenue Service (“IRS”) on proposed adjustments resulting from an examination of its federal income tax returns for years ended in 2007 and 2006. During 2007, the Company reached an agreement with the IRS on proposed adjustments resulting from an examination of its federal income tax returns for years ended in 2005 and 2004. As a result of the agreement in 2007, the Company reduced its unrecognized tax benefits and net interest accrual by $4,871 and $667, respectively, and paid $7,726 in taxes and interest. The agreements did not have a material effect on the Company’s effective tax rate for the year.

Within the next twelve months, it is reasonably possible that the Company could decrease its unrecognized tax benefits by an estimated $3,568, primarily as a result of the expiration of federal, state, and local statute of limitation periods.

The Company’s unrecognized tax benefits as of April 30, 2009, were $13,794, of which $5,694 would affect the effective tax rate, if recognized. Upon adoption of SFAS 141R, unrecognized tax benefits recorded in business combinations may impact the effective rate, if recognized. As of April 30, 2009, the Company’s accrual for tax-related net interest and penalties totaled $2,883. The amount of tax-related net interest and penalties credited to earnings during 2009 totaled $1,982.

The Company’s unrecognized tax benefits as of April 30, 2008, were $21,902, of which $8,961 would affect the effective tax rate, if recognized. As of April 30, 2008, the Company’s accrual for tax-related net interest and penalties totaled $4,865. The amount of tax-related net interest and penalties charged to earnings during 2008 totaled $36.

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

	2009		2008
Balance at May 1,	$	21,902	$	19,591
Increases:
Current year tax positions		118		117
Prior year tax positions		274		5,869
Acquisitions		3,103		6,752
Decreases:
Prior year tax positions		8,338		1,642
Settlement with tax authorities		1,370		7,395
Expiration of statute of limitations periods		1,711		1,390
Foreign currency translation		184		—
Balance at April 30,	$	13,794	$	21,902

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NOTE P: 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 on the Consolidated Balance Sheets are as follows:

	Foreign			Pension			Unrealized			Unrealized Gain			Accumulated
	Currency			and Other			(Loss) Gain on			on Cash Flow			Other
	Translation			Postretirement			Available-for-Sale			Hedging			Comprehensive
	Adjustment			Liabilities			Securities			Derivatives			(Loss) Income
Balance at May 1, 2006	$	34,788		$	(7,623	)	$	(676	)	$	720		$	27,209
Reclassification adjustments		—			—			—			(1,146	)		(1,146	)
Current period credit		2,437			826			2,593			1,354			7,210
Adjustments to initially apply Statement of Financial Accounting Standards No. 158		—			(21,475	)		—			—			(21,475	)
Income tax benefit (expense)		—			6,978			(949	)		(70	)		5,959
Balance at April 30, 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	)

NOTE Q: 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;

60

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 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.

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 thresholds will be void. Shares held by members of the Smucker family are not subject to the thresholds. 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.

61

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
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

— 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
Vice President, Logistics and
Operations Support

Mark R. Belgya
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

Donald D. Hurrle, Sr.*
Vice President, Sales, Grocery Market

Jeannette L. Knudsen
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
West Fargo, North Dakota**

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

A	Audit Committee Member
E	Executive Compensation Committee Member
G	Nominating and Corporate Governance Committee Member
*	Retired as of June 30, 2009
**	Leased properties

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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 19, 2009, 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 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 27 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.

EX-18

Exhibit 18

June 22, 2009

The Board of Directors
The J. M. Smucker Company
Strawberry Lane
Orrville, Ohio 44667

Dear Directors:

Note A of the Notes to the consolidated financial statements of The J. M. Smucker Company (the Company) included in its Form 10-K for the year ended April 30, 2009 describes a change in the method of accounting from the last-in, first-out (LIFO) inventory costing method to the first-in, first-out (FIFO) inventory costing method for the Company’s retail coffee inventories. There are no authoritative criteria for determining a ‘preferable’ inventory costing method based on the particular circumstances; however, we conclude that such change in the method of accounting is to an acceptable alternative method which, based on your business judgment to make this change and for the stated reasons, is preferable in your circumstances.

Very truly yours,

/s/ Ernst & Young LLP

EX-21

Exhibit 21

SUBSIDIARIES OF THE COMPANY
(As of April 30, 2009)

	State or Jurisdiction of
Subsidiaries	Incorporation or Organization
The Dickinson Family, Inc.	Ohio
Eagle Family Foods, Inc.	Delaware
Eagle Family Foods Holdings, 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
The Folger Coffee Company	Ohio
The Folger Coffee Company, LLC	Ohio
Folgers Café Serviços de Pesquisa Ltda.	Brazil
The Folgers Coffee Company	Delaware
The Folgers Coffee Distributing Company	Delaware
IMC Bakery International, Inc.	Delaware
IMC North America, Inc.	Delaware
IMC U.S., Inc.	Delaware
Inversiones 91060, C.A.	Venezuela
J.M. Smucker de Mexico, S.A. de C.V.	Mexico (domesticated in Delaware)
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, Canada
RHM Corporation	Nova Scotia, Canada
RHM Management Inc.	Ontario, Canada
Santa Cruz Natural Incorporated	California
Simply Smucker’s, Inc.	Ohio
Smucker Bakery Manufacturing, Inc.	Delaware
Smucker Brands, Inc.	Delaware
Smucker Direct, Inc.	Ohio
Smucker Foods of Canada Co.	Nova Scotia, Canada
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

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 22, 2009, 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 2009 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 schedule 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 22, 2009, 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, 2009:

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-3	333-68416	Registration of 75,000 Common Shares
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 22, 2009

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, 2009, 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 10, 2009	/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, 2009, 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 11, 2009	/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, 2009, 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, 2009	/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, 2009, 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 13, 2009	/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, 2009, 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, 2009	/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, 2009, 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, 2009	/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, 2009, 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, 2009	/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, 2009, 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 11, 2009	/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, 2009, 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 12, 2009	/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, 2009, 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 11, 2009	/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, 2009, 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 12, 2009	/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, 2009, 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 10, 2009	/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, 2009, 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, 2009	/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, 2009, 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 11, 2009	/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 26, 2009

/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 26, 2009

/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 26, 2009

/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, 2009, 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 26, 2009

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.