8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 15, 2008

    The J. M. Smucker Company    

(Exact Name of Registrant as Specified in Charter)

Ohio	1-5111	34-0538550
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	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

   Not Applicable   

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

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition

On February 15, 2008, The J. M. Smucker Company (the “Company”) issued a press release announcing the financial results for the quarter ended January 31, 2008. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in this Form 8-K, including the exhibit attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit Number	Exhibit Description
99.1	Press Release, dated February 15, 2008

SIGNATURE

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

THE J. M. SMUCKER COMPANY
By:	/s/ Mark R. Belgya
	Mark R. Belgya
	Vice President, Chief Financial Officer,
	and Treasurer

Date: February 15, 2008

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	Press Release, February 15, 2008

EX-99.1

For Immediate Release

The J. M. Smucker Company Announces Record Third Quarter Results

ORRVILLE, Ohio, February 15, 2008 --The J. M. Smucker Company (NYSE: SJM) today announced results for the third quarter ended January 31, 2008, of its 2008 fiscal year. Results for the quarter and nine-month period ended January 31, 2008, include the operations of Eagle Family Foods Holdings, Inc. (“Eagle”) which was acquired on May 1, 2007.

Third Quarter Results

	Three months ended January 31,
	2008		2007		% Increase
	(Dollars in millions, except per share data)
Net sales	$	665.4	$	523.1		27	%
Net income:
Income	$	42.4	$	40.4		5	%
Income per diluted share	$	0.75	$	0.71		6	%

Net sales increased 27 percent in the third quarter of 2008 compared to the third quarter of 2007. The acquired Eagle businesses contributed $69.3 million in the quarter. The Smucker’s®, Jif®, Crisco®, and Pillsbury® brands realized net sales growth on a combination of volume and pricing gains. The acquired Carnation® business in Canada and the impact of favorable exchange rates also contributed. Net sales growth and a lower effective tax rate offset higher raw material costs and interest expense, resulting in an increase in net income.

Net income per diluted share for the quarter was $0.75, an increase of 6 percent compared to last year’s third quarter. Net income for the third quarter of 2008 included restructuring and merger and integration costs of $0.04 per diluted share, while net income for the third quarter of 2007 included restructuring costs of $0.01 per diluted share. Excluding these costs in both years, the Company’s income per diluted share was $0.79 in the third quarter of 2008, and $0.72 in the third quarter of 2007, an increase of 10 percent.

“On the strength of our brands, we delivered good growth this quarter,” commented Richard Smucker, president and co-chief executive officer. “We were able to grow earnings despite commodity costs that continued to rise, and have reached record levels for certain raw materials. We remain enthusiastic about the opportunities for our brands, and continue to support them with investments in product quality, a steady stream of new products, and marketing spending. We maintain a long-term view on managing our business and are confident in our ability to continue to achieve profitable growth.”

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Nine-Month Results

	Nine months ended January 31,
	2008		2007		% Increase
	(Dollars in millions, except per share data)
Net sales	$	1,934.8	$	1,654.5		17	%
Net income:
Income	$	133.3	$	114.7		16	%
Income per diluted share	$	2.33	$	2.01		16	%

Net sales increased 23 percent in the first nine months of 2008 compared to the first nine months of 2007, excluding the Canadian nonbranded, grain-based foodservice and industrial businesses sold in September 2006. The acquired Eagle businesses contributed $194.2 million in the first nine months of 2008.

Net income per diluted share for the first nine months of 2008 was $2.33, a 16 percent increase over last year’s first nine months. Net income for the first nine months of 2008 included restructuring and merger and integration costs of $0.09 per diluted share, while net income for the first nine months of 2007 included restructuring costs of $0.13 per diluted share. Excluding these costs in both years, the Company’s income per diluted share was $2.42 in the first nine months of 2008, and $2.14 in the first nine months of 2007, an increase of 13 percent.

The Company uses income and income per diluted share, excluding restructuring and merger and integration costs, as key measures of results of operations for purposes of evaluating performance internally. These non-GAAP measures are not intended to replace the presentation of financial results in accordance with U.S. GAAP. Rather, the presentation of results excluding such charges is consistent with the way management internally evaluates its businesses, facilitates the comparison of past and present operations, and provides a more comprehensive understanding of the financial results. A reconciliation of non-GAAP measures to net income for the current quarter and nine-month period is included in the “Unaudited Financial Highlights” table.

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Margins

	Three months ended January 31,						Nine months ended January 31,
	2008			2007			2008			2007
	(% of net sales)
Gross profit		29.4	%		33.1	%		31.0	%		31.6	%
Selling, distribution, and administrative expenses		18.5	%		20.8	%		19.2	%		20.1	%
Operating income		10.4	%		12.3	%		11.4	%		11.3	%

Operating income increased by $4.6 million, or 7 percent, compared to the third quarter of 2007 while decreasing from 12.3 percent to 10.4 percent of net sales. The impact of higher raw material costs, predominantly the record levels for soybean oil and wheat, and the mix of product sales in the quarter resulted in gross profit of 29.4 percent of net sales compared to 33.1 percent in last year’s third quarter. The impact of price increases taken to date, while essentially offsetting higher raw material costs, was not sufficient to maintain profit margins.

Selling, distribution, and administrative (“SD&A”) expenses increased 13 percent, for the third quarter of 2008 compared to 2007, resulting from increased marketing spending, and additional costs related to the acquired Eagle business. Corporate overhead expenses increased at a lesser rate than sales resulting in an overall decrease in SD&A from 20.8 percent of net sales to 18.5 percent, partially offsetting the decline in gross profit as a percent of net sales. Higher restructuring and merger and integration costs in the third quarter of 2008 compared to 2007 also negatively impacted operating income.

Other

Interest expense increased by $5.1 million in the third quarter of 2008 compared to the third quarter of 2007, resulting from the issuance of $400 million in senior notes in the first quarter of 2008, 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 $1.1 million during the quarter compared to the same quarter last year.

The effective tax rate decreased to 31.8 percent in the third quarter of 2008, from 33.1 percent in the comparable period in 2007, primarily as a result of statutory tax law changes and an increase in tax-exempt interest earnings. For the full year, the Company estimates an effective tax rate between 33.0 percent and 33.5 percent.

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During the third quarter, the Company repurchased 1,631,000 common shares for $82.6 million in cash, including 1.5 million common shares under a previously announced Rule 10b5-1 trading plan. At its January 2008 meeting, the Company’s Board of Directors authorized a 5.0 million common share increase to its share repurchase plan. Share repurchases will occur at management's discretion and there is no guarantee as to the exact number of shares that may be repurchased. Since January 2005, the Company has repurchased nearly 5.0 million common shares. At the end of the quarter, the Company had approximately 55.9 million common shares outstanding.

In February 2008, the Company incurred a storm-related loss at a third-party distribution center. Although the extent of the financial loss has not yet been determined, the Company expects proceeds from insurance coverage to substantially offset any financial impact. In addition, the Company does not expect a material disruption of business related to the incident.

Segment Performance

Net sales	Three months ended January 31,							Nine months ended January 31,
	2008		2007		% Increase (Decrease)			2008		2007		% Increase (Decrease)
	(Dollars in millions)							(Dollars in millions)
U.S. retail market	$	502.2	$	393.8		28	%	$	1,455.6	$	1,181.6		23	%
Special markets	$	163.2	$	129.3		26	%	$	479.2	$	473.0		1	%
Special markets excluding divested nonbranded Canadian businesses	$	163.2	$	129.3		26	%	$	479.2	$	397.9		20	%

U.S. Retail Market

U.S. retail market segment net sales for the quarter were up 28 percent. Net sales in the consumer strategic business area increased 13 percent led by peanut butter, fruit spreads, and Smucker’s Uncrustables®. Net sales in the consumer oils and baking strategic business area were up 46 percent. Excluding the contribution of $57.3 million from the acquired Eagle business, consumer oils and baking net sales increased 13 percent, due to growth in baking mixes, flour, and frostings, and pricing actions.

For the first nine months of 2008, U.S. retail market segment net sales increased 23 percent compared to the first nine months of 2007. Net sales in the consumer strategic business area increased 10 percent, and excluding the contribution of $165.3 million from the acquired Eagle business, net sales in the oils and baking strategic business area increased 9 percent over the first nine months of 2007.

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Special Markets

Net sales in the third quarter for the special markets segment increased 26 percent. Net sales in Canada were up 49 percent primarily due to the impacts of the acquired Eagle and Carnation canned milk businesses and favorable exchange rates. Net sales increased 20 percent in foodservice, and were up 8 percent, excluding the contribution of the Eagle acquisition.

For the first nine months of 2008, special markets segment net sales increased 20 percent compared to the first nine months of 2007, excluding divested Canadian businesses.

Conference Call

The Company will conduct an earnings conference call and webcast on Friday, February 15, 2008, at 8:30 a.m. E.T. The webcast, as well as a replay in downloadable MP3 format, can be accessed from the Company’s website at www.smuckers.com. For those unable to listen to the webcast, an audio replay will be available following the call and can be accessed by dialing 888-203-1112 or 719-457-0820, with a pass code of 3196264, and will be available until Friday, February 22, 2008.

About The J. M. Smucker Company

The J. M. Smucker Company is the leading marketer and manufacturer of fruit spreads, peanut butter, shortening and oils, ice cream toppings, sweetened condensed milk, and health and natural foods beverages in North America. Its family of brands includes Smucker's®, 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® and Bick's® in Canada. The Company remains rooted in the Basic Beliefs of Quality, People, Ethics, Growth and Independence established by its founder and namesake more than a century ago. Since 1998, the Company has appeared on FORTUNE Magazine’s annual listing of the 100 Best Companies to Work For in the United States, ranking number one in 2004. For more information about the Company, visit www.smuckers.com.

The J. M. Smucker Company is the owner of all trademarks, except Pillsbury is a trademark of The Pillsbury Company, used under license and Carnation is a trademark of Societe des Produits Nestle S.A., used under license.

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The J. M. Smucker Company Forward-Looking Language

This press release contains forward-looking statements, including statements regarding estimates of future earnings and cash flows that are subject to risks and uncertainties that could cause actual results to differ materially. Uncertainties that could affect actual results include, but are not limited to: volatility of commodity markets from which raw materials are procured and the related impact on costs; crude oil price trends and its 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 concentration of certain of the Company’s businesses with key customers and the ability to manage and maintain key customer relationships; the loss of significant customers or a substantial reduction in orders from these customers or the bankruptcy of any such customer; the ability of the Company to obtain any required financing; the timing and amount of capital expenditures, restructuring, and merger and integration costs; the outcome of current and future tax examinations and other tax matters, and their related impact on the Company’s tax positions; the timing and amount of proceeds from insurance settlements; foreign currency and interest rate fluctuations; the timing and cost of acquiring common shares under the Company’s share repurchase authorization; and other factors affecting share prices and capital markets generally. Other risks and uncertainties that may materially affect the Company are detailed from time to time in the respective reports filed by the Company with the Securities and Exchange Commission, including Forms 10-Q, 10-K, and 8-K.

Contacts:

The J. M. Smucker Company

(330) 682-3000

Investors:

Mark R. Belgya

Vice President, Chief Financial Officer and Treasurer

Sonal Robinson

Director, Corporate Finance and Investor Relations

Media:

Maribeth Badertscher

Director, Corporate Communications

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The J. M. Smucker Company

Unaudited Condensed Consolidated Statements of Income

	Three Months Ended January 31,						Nine Months Ended January 31,
	2008			2007			2008			2007
	(Dollars in thousands, except per share data)
Net sales	$	665,373		$	523,081		$	1,934,776		$	1,654,545
Cost of products sold		469,658			349,425			1,334,589			1,122,412
Cost of products sold - restructuring		262			689			262			9,981
Gross Profit		195,453			172,967			599,925			522,152
Selling, distribution, and administrative expenses		122,907			108,789			371,018			333,274
Other restructuring costs (credits)		705			(199	)		1,606			1,337
Merger and integration costs		2,900			-			5,884			-
Operating Income		68,941			64,377			221,417			187,541
Interest income		3,694			2,629			11,015			6,625
Interest expense		(10,725	)		(5,656	)		(31,735	)		(17,681	)
Other income (expense) - net		250			(902	)		1,162			(1,210	)
Income Before Income Taxes		62,160			60,448			201,859			175,275
Income taxes		19,759			20,021			68,531			60,555
Net Income	$	42,401		$	40,427		$	133,328		$	114,720
Net income per common share	$	0.75		$	0.72		$	2.35		$	2.03
Net income per common share- assuming dilution	$	0.75		$	0.71		$	2.33		$	2.01
Dividends declared per common share	$	0.30		$	0.28		$	0.90		$	0.84
Weighted-average shares outstanding		56,400,147			56,185,039			56,716,734			56,494,799
Weighted-average shares outstanding - assuming dilution		56,823,265			56,787,600			57,206,738			57,060,218

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The J. M. Smucker Company

Unaudited Condensed Consolidated Balance Sheets

	January 31, 2008		April 30, 2007
	(Dollars in thousands)
Assets
Current Assets:
Cash and cash equivalents	$	327,664	$	200,119
Trade receivables		141,215		124,048
Inventories		348,277		286,052
Other current assets		37,161		29,147
Total Current Assets		854,317		639,366
Property, Plant, and Equipment, Net		489,448		454,028
Other Noncurrent Assets:
Goodwill		1,110,341		990,771
Other intangible assets, net		592,812		478,194
Marketable securities		17,202		44,117
Other assets		98,133		87,347
Total Other Noncurrent Assets		1,818,488		1,600,429
	$	3,162,253	$	2,693,823
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable	$	114,634	$	93,500
Current portion of long-term debt		-		33,000
Other current liabilities		129,289		109,968
Total Current Liabilities		243,923		236,468
Noncurrent Liabilities:
Long-term debt, net of current portion		790,424		392,643
Other noncurrent liabilities		277,302		269,055
Total Noncurrent Liabilities		1,067,726		661,698
Shareholders' Equity, net		1,850,604		1,795,657
	$	3,162,253	$	2,693,823

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The J. M. Smucker Company

Unaudited Condensed Consolidated Statements of Cash Flow

	Nine Months Ended January 31,
	2008			2007
	(Dollars in thousands)
Operating Activities
Net income	$	133,328		$	114,720
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		43,528			42,387
Amortization		2,940			1,186
Asset impairments and other restructuring charges		262			10,089
Share-based compensation expense		8,692			8,282
Working capital		(10,328	)		35,378
Net Cash Provided by Operating Activities		178,422			212,042
Investing Activities
Businesses acquired, net of cash acquired		(166,963	)		(60,488	)
Additions to property, plant, and equipment		(53,562	)		(42,903	)
Proceeds from sale of business		3,407			84,054
Purchases of marketable securities		(229,405	)		(20,000	)
Sales and maturities of marketable securities		256,861			23,195
Other - net		973			(944	)
Net Cash Used for Investing Activities		(188,689	)		(17,086	)
Financing Activities
Proceeds from long-term debt		400,000			-
Repayments of long-term debt		(148,000	)		-
Dividends paid		(51,478	)		(47,820	)
Purchase of treasury shares		(86,300	)		(51,943	)
Other - net		18,689			(11,655	)
Net Cash Provided by (Used for) Financing Activities		132,911			(111,418	)
Effect of exchange rate changes		4,901			(3,326	)
Net increase in cash and cash equivalents		127,545			80,212
Cash and cash equivalents at beginning of period		200,119			71,956
Cash and cash equivalents at end of period	$	327,664		$	152,168

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The J. M. Smucker Company

Unaudited Financial Highlights

	Three Months Ended January 31,					Nine Months Ended January 31,
	2008		2007			2008		2007
	(Dollars in thousands, except per share data)
Net sales	$	665,373	$	523,081		$	1,934,776	$	1,654,545
Net income and net income per common share:
Net income	$	42,401	$	40,427		$	133,328	$	114,720
Net income per common share -- assuming dilution	$	0.75	$	0.71		$	2.33	$	2.01
Income before restructuring and merger and integration costs: (1)
Income	$	44,992	$	40,828		$	138,448	$	122,127
Income per common share -- assuming dilution	$	0.79	$	0.72		$	2.42	$	2.14
(1) Reconciliation to net income:
Income before income taxes	$	62,160	$	60,448		$	201,859	$	175,275
Merger and integration costs		2,900		-			5,884		-
Cost of products sold - restructuring		262		689			262		9,981
Other restructuring costs (credits)		705		(199	)		1,606		1,337
Income before income taxes, restructuring, and merger and integration costs		66,027		60,938			209,611		186,593
Income taxes		21,035		20,110			71,163		64,466
Income before restructuring and merger and integration costs	$	44,992	$	40,828		$	138,448	$	122,127

The Company uses income and income per diluted share, excluding restructuring and merger and integration costs, as key performance measures of results of operations for purposes of evaluating performance internally. These non-GAAP measures are not intended to replace the presentation of financial results in accordance with U.S. GAAP. Rather, the presentation of results excluding such charges is consistent with the way management internally evaluates its businesses, facilitates the comparison of past and present operations and provides a more comprehensive understanding of the financial results.

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The J. M. Smucker Company

Unaudited Reportable Segments

	Three Months Ended January 31,				Nine Months Ended January 31,
	2008		2007		2008		2007
	(Dollars in thousands)
Net sales:
U.S. retail market	$	502,174	$	393,797	$	1,455,553	$	1,181,556
Special markets		163,199		129,284		479,223		472,989
Total net sales	$	665,373	$	523,081	$	1,934,776	$	1,654,545
Segment profit:
U.S. retail market	$	79,379	$	77,751	$	256,544	$	236,796
Special markets		25,206		17,230		67,630		52,448
Total segment profit	$	104,585	$	94,981	$	324,174	$	289,244

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