SMUCKER J M CO (Form: 10-Q, Received: 08/28/2013 16:26:17)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller Reporting Company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended July 31, 2013

¨	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 1-5111

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

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 at least the past 90 days. Yes x No ¨

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 x No ¨

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The Company had 105,126,186 common shares outstanding on August 23, 2013.

The Exhibit Index is located at Page No. 33.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

THE J. M. SMUCKER COMPANY

CONDENSED STATEMENTS OF CONSOLIDATED INCOME

(Unaudited)


	Three Months Ended July 31,
(Dollars in millions, except per share data)	2013			2012
Net sales	$	1,350.9		$	1,369.7
Cost of products sold		856.5			895.9
Cost of products sold—restructuring and merger and integration		1.5			4.0

Gross Profit		492.9			469.8
Selling, distribution, and administrative expenses		250.2			232.2
Amortization		24.5			24.2
Other restructuring and merger and integration costs		5.8			17.2
Other special project costs		—			6.7
Other operating income—net		(0.9	)		(1.0	)

Operating Income		213.3			190.5
Interest expense—net		(23.8	)		(23.6	)
Other income—net		—			0.4

Income Before Income Taxes		189.5			167.3
Income taxes		62.9			56.4

Net Income	$	126.6		$	110.9

Earnings per common share:
Net Income	$	1.19		$	1.00
Net Income—Assuming Dilution	$	1.19		$	1.00

Dividends Declared per Common Share	$	0.58		$	0.52

See notes to unaudited condensed consolidated financial statements.

THE J. M. SMUCKER COMPANY

CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended July 31,
(Dollars in millions)	2013			2012
Net income	$	126.6		$	110.9
Other comprehensive (loss) income:
Foreign currency translation adjustments		(6.0	)		(5.1	)
Cash flow hedging derivative activity, net of tax		1.9			2.8
Pension and other postretirement benefit plans activity, net of tax		1.9			2.1
Available-for-sale securities activity, net of tax		(0.5	)		(0.2	)

Total Other Comprehensive Loss		(2.7	)		(0.4	)

Comprehensive Income	$	123.9		$	110.5

See notes to unaudited condensed consolidated financial statements.

THE J. M. SMUCKER COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	July 31, 2013			April 30, 2013
(Dollars in millions)
ASSETS
Current Assets
Cash and cash equivalents	$	157.5		$	256.4
Trade receivables, less allowance for doubtful accounts		357.3			313.7
Inventories:
Finished products		702.5			618.9
Raw materials		356.8			326.6

		1,059.3			945.5
Other current assets		55.8			79.6

Total Current Assets		1,629.9			1,595.2

Property, Plant, and Equipment
Land and land improvements		99.6			98.5
Buildings and fixtures		503.1			494.4
Machinery and equipment		1,354.3			1,267.5
Construction in progress		54.8			124.9

		2,011.8			1,985.3
Accumulated depreciation		(872.6	)		(842.8	)

Total Property, Plant, and Equipment		1,139.2			1,142.5

Other Noncurrent Assets
Goodwill		3,051.3			3,052.9
Other intangible assets—net		3,064.0			3,089.4
Other noncurrent assets		149.5			151.8

Total Other Noncurrent Assets		6,264.8			6,294.1

Total Assets	$	9,033.9		$	9,031.8

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	264.8		$	285.8
Accrued trade marketing and merchandising		83.1			57.4
Current portion of long-term debt		150.0			50.0
Revolving credit facility		85.0			—
Other current liabilities		220.2			203.6

Total Current Liabilities		803.1			596.8

Noncurrent Liabilities
Long-term debt		1,867.1			1,967.8
Deferred income taxes		979.8			987.2
Other noncurrent liabilities		308.8			331.2

Total Noncurrent Liabilities		3,155.7			3,286.2

Total Liabilities		3,958.8			3,883.0

Shareholders’ Equity
Common shares		26.3			26.6
Additional capital		4,088.3			4,125.1
Retained income		1,040.8			1,075.5
Amount due from ESOP Trust		(1.0	)		(1.8	)
Accumulated other comprehensive loss		(79.3	)		(76.6	)

Total Shareholders’ Equity		5,075.1			5,148.8

Total Liabilities and Shareholders’ Equity	$	9,033.9		$	9,031.8

See notes to unaudited condensed consolidated financial statements.

THE J. M. SMUCKER COMPANY

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

(Unaudited)


	Three Months Ended July 31,
(Dollars in millions)	2013			2012
Operating Activities
Net income	$	126.6		$	110.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		36.6			36.1
Depreciation—restructuring and merger and integration		1.0			3.6
Amortization		24.5			24.2
Share-based compensation expense		5.6			4.3
Loss on sale of assets—net		0.2			1.0
Changes in assets and liabilities:
Trade receivables		(44.3	)		(44.0	)
Inventories		(115.1	)		(58.7	)
Accounts payable and accrued items		2.2			61.1
Defined benefit pension contributions		(1.1	)		(1.0	)
Accrued and prepaid taxes		38.7			44.8
Other—net		7.2			(5.6	)

Net Cash Provided by Operating Activities		82.1			176.7

Investing Activities
Additions to property, plant, and equipment		(36.3	)		(46.3	)
Proceeds from disposal of property, plant, and equipment		1.1			0.3
Other—net		(7.1	)		17.7

Net Cash Used for Investing Activities		(42.3	)		(28.3	)

Financing Activities
Revolving credit facility—net		85.0			—
Quarterly dividends paid		(55.4	)		(52.8	)
Purchase of treasury shares		(165.4	)		(4.2	)
Proceeds from stock option exercises		0.1			0.2
Other—net		0.1			(7.8	)

Net Cash Used for Financing Activities		(135.6	)		(64.6	)
Effect of exchange rate changes on cash		(3.1	)		(2.0	)

Net (decrease) increase in cash and cash equivalents		(98.9	)		81.8
Cash and cash equivalents at beginning of period		256.4			229.7

Cash and Cash Equivalents at End of Period	$	157.5		$	311.5

( )	Denotes use of cash

See notes to unaudited condensed consolidated financial statements.

THE J. M. SMUCKER COMPANY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, unless otherwise noted, except per share data)

Note 1: Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included.

Operating results for the three-month period ended July 31, 2013, are not necessarily indicative of the results that may be expected for the year ending April 30, 2014. For further information, reference is made to the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended April 30, 2013.

Note 2: Recently Issued Accounting Standards

In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment . ASU 2012-02 simplifies the guidance for testing impairment of indefinite-lived intangible assets by allowing the option to perform a qualitative test to assess the likelihood that the estimated fair value is less than the carrying amount. ASU 2012-02 will be effective for our February 1, 2014 annual impairment test. We do not anticipate that the adoption of ASU 2012-02 will change the process for our February 1, 2014 impairment test.

Note 3: Restructuring

In addition to our previously announced restructuring plans related to our coffee, fruit spreads, and Canadian pickle and condiments operations, during 2013 we announced plans to expand capacity in order to support our growth objectives for the peanut and other nut butter businesses. We expect to incur restructuring costs of approximately $260.0 for all of our previously announced plans, of which $232.8 has been incurred through July 31, 2013. The majority of the remaining costs are anticipated to be recognized through 2015.

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


	Long-Lived Asset Charges			Employee Separation			Site Preparation and Equipment Relocation			Production Start-up			Other Costs			Total
Total expected restructuring charge	$	102.0		$	67.0		$	42.5		$	39.0		$	9.5		$	260.0

Balance at May 1, 2012	$	—		$	8.8		$	—		$	—		$	—		$	8.8
Charge to expense		8.2			3.4			13.4			10.8			3.0			38.8
Cash payments		—			(4.5	)		(13.4	)		(10.8	)		(3.0	)		(31.7	)
Noncash utilization		(8.2	)		—			—			—			—			(8.2	)

Balance at April 30, 2013	$	—		$	7.7		$	—		$	—		$	—		$	7.7
Charge to expense		0.8			1.2			1.7			1.1			0.4			5.2
Cash payments		—			(0.4	)		(1.7	)		(1.1	)		(0.4	)		(3.6	)
Noncash utilization		(0.8	)		(0.2	)		—			—			—			(1.0	)

Balance at July 31, 2013	$	—		$	8.3		$	—		$	—		$	—		$	8.3

Remaining expected restructuring charge	$	1.3		$	4.9		$	7.8		$	11.3		$	1.9		$	27.2

In the three months ended July 31, 2013 and 2012, total restructuring charges of $5.2 and $14.5, respectively, were reported in the Condensed Statements of Consolidated Income. Of the total restructuring charges, $1.4 and $3.6 were reported in cost of products sold in the three months ended July 31, 2013 and 2012, respectively, while the remaining charges were reported in other restructuring and merger and integration costs. The restructuring costs classified as cost of products sold include plant start-up costs at the new facilities and long-lived asset charges for accelerated depreciation related to property, plant, and equipment that had been used at the affected production facilities prior to closure.

Employee separation costs include severance, retention bonuses, and pension costs. Severance costs and retention bonuses are being recognized over the estimated future service period of the affected employees. The obligation related to employee separation costs is included in other current liabilities in the Condensed Consolidated Balance Sheets.

Other costs include professional fees, costs related to closing the facilities, and miscellaneous expenditures associated with the restructuring initiative and are expensed as incurred.

Note 4: Common Shares

The following table sets forth common share information.


	July 31, 2013		April 30, 2013
Common shares authorized		150,000,000		150,000,000
Common shares outstanding		105,130,165		106,486,935
Treasury shares		23,475,000		22,118,230

We repurchased 1.5 million common shares for $152.2 during the first quarter of 2014. During 2013, we repurchased 4.0 million common shares for $359.4. As of July 31, 2013, we had 3.4 million common shares remaining available for repurchase under our Board of Directors’ most recent authorization.

Subsequent to July 31, 2013, our shareholders approved an amendment to our Amended Articles of Incorporation to increase the number of common shares authorized for issuance by the Company from 150.0 million common shares to 300.0 million common shares.

Note 5: Reportable Segments

We operate in one industry: the manufacturing and marketing of food products. We have three reportable segments: U.S. Retail Coffee, U.S. Retail Consumer Foods, and International, Foodservice, and Natural Foods. The U.S. Retail Coffee segment primarily represents the domestic sales of Folgers ^® , Dunkin’ Donuts ^® ,

Millstone ^® , Café Bustelo ^® , and Café Pilon ^® branded coffee; the U.S. Retail Consumer Foods segment primarily includes domestic sales of Jif ^® , Smucker’s ^® , Pillsbury ^® , Crisco ^® , Martha White ^® , Hungry Jack ^® , and Eagle Brand ^® branded products; and the International, Foodservice, and Natural Foods segment is comprised of products distributed domestically and in foreign countries through retail channels, foodservice distributors and operators (e.g., restaurants, lodging, schools and universities, health care operators), and health and natural foods stores and distributors.

Segment profit represents net sales, less direct and allocable operating expenses, and is consistent with the way in which we manage our segments. However, we do not represent that the segments, if operated independently, would report operating profit equal to the segment profit set forth below, as segment profit excludes certain operating expenses such as corporate administrative expenses.


	Three Months Ended July 31,
	2013			2012
Net sales:
U.S. Retail Coffee	$	514.4		$	520.8
U.S. Retail Consumer Foods		536.4			528.4
International, Foodservice, and Natural Foods		300.1			320.5

Total net sales	$	1,350.9		$	1,369.7

Segment profit:
U.S. Retail Coffee	$	146.0		$	126.4
U.S. Retail Consumer Foods		96.4			107.8
International, Foodservice, and Natural Foods		43.4			40.7

Total segment profit	$	285.8		$	274.9

Interest expense—net		(23.8	)		(23.6	)
Cost of products sold—restructuring and merger and integration		(1.5	)		(4.0	)
Other restructuring and merger and integration costs		(5.8	)		(17.2	)
Other special project costs		—			(6.7	)
Corporate administrative expenses		(65.2	)		(56.5	)
Other income—net		—			0.4

Income before income taxes	$	189.5		$	167.3

Note 6: Debt and Financing Arrangements

Long-term debt consists of the following:


	July 31, 2013		April 30, 2013
4.78% Senior Notes due June 1, 2014	$	100.0	$	100.0
6.12% Senior Notes due November 1, 2015		24.0		24.0
6.63% Senior Notes due November 1, 2018		394.3		395.0
3.50% Senior Notes due October 15, 2021		748.8		748.8
5.55% Senior Notes due April 1, 2022		350.0		350.0
4.50% Senior Notes due June 1, 2025		400.0		400.0

Total long-term debt	$	2,017.1	$	2,017.8
Current portion of long-term debt		150.0		50.0

Total long-term debt, less current portion	$	1,867.1	$	1,967.8

The 3.50 percent Senior Notes were issued in a public offering and the remaining Senior Notes were privately placed. The Senior Notes are unsecured and interest is paid semiannually. Scheduled payments are required on the 5.55 percent Senior Notes, of which $50.0 is due on April 1, 2014, and on the 4.50 percent Senior Notes, the first of which is $100.0 due on June 1, 2020. The $100.0 balance of the 4.78 percent Senior Notes is due on June 1, 2014. We may prepay at any time all or part of the Senior Notes at 100 percent of the principal amount thereof, together with accrued and unpaid interest, and any applicable make-whole amount. Interest paid totaled $22.4 and $22.2 as of the three months ended July 31, 2013 and 2012, respectively.

We have a $1.0 billion revolving credit facility available with a group of nine banks that matures in July 2016. Our borrowings under the credit facility bear interest based on the prevailing U.S. Prime Rate, Canadian Base Rate, London Interbank Offered Rate, or Canadian Dealer Offered Rate, based on our election. Interest is payable either on a quarterly basis or at the end of the borrowing term. At July 31, 2013, we had a balance outstanding under the revolving credit facility of $85.0 at a weighted-average interest rate of 1.47 percent.

Our debt instruments contain certain financial covenant restrictions including consolidated net worth, a leverage ratio, and an interest coverage ratio. We are in compliance with all covenants.

Note 7: Earnings per Share

The following table sets forth the computation of net income per common share and net income per common share – assuming dilution under the two-class method.


	Three Months Ended July 31,
	2013		2012
Net income	$	126.6	$	110.9
Net income allocated to participating securities		1.1		1.0

Net income allocated to common stockholders	$	125.5	$	109.9

Weighted-average common shares outstanding		105,077,523		109,418,592
Dilutive effect of stock options		16,755		29,536

Weighted-average common shares outstanding—assuming dilution		105,094,278		109,448,128

Net income per common share	$	1.19	$	1.00

Net income per common share—assuming dilution	$	1.19	$	1.00

Note 8: Pensions and Other Postretirement Benefits

The components of our net periodic benefit cost for defined benefit pension and other postretirement benefit plans are shown below.


	Three Months Ended July 31,
	Defined Benefit Pension Plans						Other Postretirement Benefits
	2013			2012			2013			2012
Service cost	$	2.2		$	2.3		$	0.6		$	0.7
Interest cost		5.4			6.0			0.6			0.8
Expected return on plan assets		(6.4	)		(6.3	)		—			—
Recognized net actuarial loss		3.3			3.4			—			—
Settlement loss		—			6.7			—			—
Other		0.3			0.2			(0.3	)		(0.2	)

Net periodic benefit cost	$	4.8		$	12.3		$	0.9		$	1.3

During the three months ended July 31, 2012, we paid terminated pension participants in certain of our defined benefit plans lump-sum cash settlements in order to reduce our future pension obligation and administrative costs. The charges related to the lump-sum cash settlements are included above in settlement loss and were reported in other special project costs in the Condensed Statement of Consolidated Income during the three months ended July 31, 2012.

Note 9: Contingencies

We, like other food manufacturers, are from time to time subject to various administrative, regulatory, and other legal proceedings arising in the ordinary course of business. We are currently a defendant in a variety of such legal proceedings. We cannot predict with certainty the ultimate results of these proceedings or reasonably determine a range of potential loss. Our policy is to accrue costs for contingent liabilities when such liabilities are probable and amounts can be reasonably estimated. Based on the information known to date, we do not

believe the final outcome of these proceedings will have a material adverse effect on our financial position, results of operations, or cash flows.

Note 10: Derivative Financial Instruments

We are exposed to market risks, such as changes in commodity prices, foreign currency exchange rates, and interest rates. To manage the volatility related to these exposures, we enter into various derivative transactions. We have policies in place that define acceptable instrument types we may enter into and establish controls to limit our market risk exposure.

Commodity Price Management: We enter 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 key raw materials, notably green coffee, edible oils, and flour. We also enter into commodity futures and options contracts 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 meet the hedge criteria 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 accumulated other comprehensive loss to the extent effective, and reclassified to cost of products sold in the period during which the hedged transaction affects earnings. Cash flows related to qualifying hedges are classified consistently with the cash flows from the hedged item in the Condensed Statements of Consolidated Cash Flows. 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 and assessed at inception and on a monthly basis. The realized and unrealized mark-to-market gains or losses on nonqualifying and ineffective portions of commodity hedges are recognized in cost of products sold immediately.

The commodities hedged have a high inverse correlation to price changes of the derivative commodity instrument; thus, we would expect that any gain or loss in the estimated fair value of the derivatives would generally be offset by an increase or decrease in the estimated fair value of the underlying exposures.

Foreign Currency Exchange Rate Hedging: We utilize foreign currency forwards and options contracts to manage the effect of foreign currency exchange fluctuations on future cash payments primarily related to purchases of certain raw materials, finished goods, and fixed assets in Canada. The contracts generally have maturities of less than one year. At the inception of the contract, the derivative is evaluated and documented for hedge accounting treatment. Instruments currently used to manage foreign currency exchange exposures do not meet the requirements for hedge accounting treatment and the change in value of these instruments is immediately recognized in cost of products sold. 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 accumulated other comprehensive loss. These deferred gains or losses are reclassified to earnings in the period the contract is settled. The ineffective portion of these contracts is immediately recognized in earnings.

Interest Rate Hedging: We utilize derivative instruments to manage changes in the fair value and cash flows of our debt. Interest rate swaps mitigate the risk associated with the underlying hedged item. At the inception of the contract, the instrument is evaluated and documented for hedge accounting treatment. If the contract is designated as a cash flow hedge, the mark-to-market gains or losses on the swap are deferred and included as a component of accumulated other comprehensive loss to the extent effective, and reclassified to interest expense in the period during which the hedged transaction affects earnings. If the contract is designated as a fair value hedge, the swap would be recognized at fair value on the balance sheet and changes in the fair value would be recognized in interest expense. Generally, changes in the fair value of the derivative are equal to changes in the fair value of the underlying debt and have no impact on earnings. There were no interest rate swaps outstanding at July 31, 2013 and April 30, 2013.

During the first quarter of 2014, we adopted FASB ASU 2011-11, Disclosures about Offsetting Assets and Liabilities , as clarified by ASU 2013-01, Scope Clarification of Disclosures about Offsetting Assets and Liabilities . ASU 2011-01, as clarified by ASU 2013-01, requires the disclosure of net amounts for derivatives, as provided below.

The following table sets forth the gross fair value amounts of derivative instruments recognized in the Condensed Consolidated Balance Sheets.


	July 31, 2013				April 30, 2013
	Other Current Assets		Other Current Liabilities		Other Current Assets		Other Current Liabilities
Derivatives designated as hedging instruments:
Commodity contracts	$	0.8	$	1.3	$	2.1	$	2.0

Derivatives not designated as hedging instruments:
Commodity contracts	$	4.3	$	2.5	$	3.6	$	2.3
Foreign currency exchange contracts		0.8		0.3		0.7		0.2

Total derivatives not designated as hedging instruments	$	5.1	$	2.8	$	4.3	$	2.5

Total derivative instruments	$	5.9	$	4.1	$	6.4	$	4.5

We have elected to not offset fair value amounts recognized for our exchange-traded commodity derivative instruments and our cash margin accounts executed with the same counterparty that are generally subject to enforceable netting agreements. We are required to maintain cash margin accounts in connection with funding the settlement of our open positions. At July 31, 2013 and April 30, 2013, we maintained cash margin account balances of $5.5 included in other current assets in the Condensed Consolidated Balance Sheets. In the event of default and immediate net settlement of all of our open positions with individual counterparties, all of our derivative liabilities would be fully offset by either our derivative asset positions or margin accounts based on the net asset or liability position with our individual counterparties.

The following table presents information on pre-tax commodity contract gains and losses recognized on derivatives designated as cash flow hedges.


	Three Months Ended July 31,
	2013			2012
Losses recognized in other comprehensive loss (effective portion)	$	(6.0	)	$	(2.2	)
Losses reclassified from accumulated other comprehensive loss to cost of products sold (effective portion)		(8.8	)		(6.5	)

Change in accumulated other comprehensive loss	$	2.8		$	4.3

Losses recognized in cost of products sold (ineffective portion)	$	—		$	(0.1	)

Included as a component of accumulated other comprehensive loss at July 31, 2013 and April 30, 2013, were deferred pre-tax losses of $9.5 and $12.2, respectively, related to commodity contracts. The related tax impact recognized in accumulated other comprehensive loss was a benefit of $3.5 and $4.4 at July 31, 2013 and April 30, 2013, respectively. The entire amount of the deferred loss included in accumulated other comprehensive loss at July 31, 2013, is expected to be recognized in earnings within one year as the related commodity is sold.

Included as a component of accumulated other comprehensive loss at July 31, 2013 and April 30, 2013, were deferred pre-tax losses of $5.2 and $5.4, respectively, related to the termination of the interest rate contract. The related tax benefit recognized in accumulated other comprehensive loss was $1.9 at July 31, 2013 and April 30, 2013, respectively. Approximately $0.6 of the loss will be recognized over the next 12 months.

We reclassified $0.1 of the loss recognized on the interest rate swap designated as a cash flow hedge from other comprehensive loss to interest expense during the three months ended July 31, 2013 and 2012, respectively.

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


	Three Months Ended July 31,
	2013			2012
Unrealized gains on commodity contracts	$	4.5		$	19.6
Unrealized gains on foreign currency exchange contracts		0.1			0.1

Total unrealized gains recognized in cost of products sold	$	4.6		$	19.7

Realized losses on commodity contracts	$	(6.4	)	$	(7.8	)
Realized gains on foreign currency exchange contracts		1.0			0.1

Total realized losses recognized in cost of products sold	$	(5.4	)	$	(7.7	)

Total (losses) gains recognized in cost of products sold	$	(0.8	)	$	12.0

The following table presents the gross contract notional value of outstanding derivative contracts.


	July 31, 2013		April 30, 2013
Commodity contracts	$	315.6	$	347.6
Foreign currency exchange contracts		68.3		56.8

Note 11: Other Financial Instruments and Fair Value Measurements

Financial instruments, other than derivatives, that potentially subject us to significant concentrations of credit risk consist principally of cash investments and trade receivables. The carrying value of these financial instruments approximates fair value. Our other financial instruments, with the exception of long-term debt, are recognized at estimated fair value in the Condensed Consolidated Balance Sheets.

The following table provides information on the carrying amounts and fair values of our financial instruments.


	July 31, 2013						April 30, 2013
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Other investments	$	51.1		$	51.1		$	48.8		$	48.8
Derivative financial instruments—net		1.8			1.8			1.9			1.9
Long-term debt		(2,017.1	)		(2,292.0	)		(2,017.8	)		(2,388.1	)

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

The following tables summarize the fair values and the levels within the fair value hierarchy in which the fair value measurements fall for our financial instruments.


	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Fair Value at July 31, 2013
Other investments: ^(A)
Equity mutual funds	$	21.7		$	—		$	—	$	21.7
Municipal obligations		—			28.8			—		28.8
Other investments		0.6			—			—		0.6
Derivatives: ^(B)
Commodity contracts—net		1.4			(0.1	)		—		1.3
Foreign currency exchange contracts—net		—			0.5			—		0.5
Long-term debt ^(C)		(756.5	)		(1,535.5	)		—		(2,292.0	)

Total financial instruments measured at fair value	$	(732.8	)	$	(1,506.3	)	$	—	$	(2,239.1	)


	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Fair Value at April 30, 2013
Other investments: ^(A)
Equity mutual funds	$	21.6		$	—		$	—	$	21.6
Municipal obligations		—			26.6			—		26.6
Other investments		0.6			—			—		0.6
Derivatives: ^(B)
Commodity contracts—net		0.7			0.7			—		1.4
Foreign currency exchange contracts—net		—			0.5			—		0.5
Long-term debt ^(C)		(803.6	)		(1,584.5	)		—		(2,388.1	)

Total financial instruments measured at fair value	$	(780.7	)	$	(1,556.7	)	$	—	$	(2,337.4	)

(A)

Other investments consist of funds maintained for the payment of benefits associated with nonqualified retirement plans. The funds include equity securities listed in active markets and municipal obligations valued by a third party using valuation techniques that utilize inputs which are derived principally from or corroborated by observable market data. As of July 31, 2013, our municipal obligations are scheduled to mature as follows: $1.0 in 2014, $2.2 in 2015, $0.5 in 2016, $1.8 in 2017, and $23.3 in 2018 and beyond.

(B)	Level 1 derivatives are valued using quoted market prices for identical instruments in active markets. The Level 2 derivatives are valued using quoted prices for similar assets or liabilities in active markets. For additional information, see Note 10: Derivative Financial Instruments.

(C)

Long-term debt is comprised of public Senior Notes classified as Level 1 and private Senior Notes classified as Level 2. The public Senior Notes are traded in an active secondary market and valued using quoted prices. The value of the private Senior Notes is based on the net present value of each interest and principal payment calculated utilizing an interest rate derived from a fair market yield curve.

Note 12: Income Taxes

During the three-month period ended July 31, 2013, the effective income tax rate varied from the U.S. statutory income tax rate primarily due to the domestic manufacturing deduction, partially offset by state income taxes.

Within the next 12 months, it is reasonably possible that we could decrease our unrecognized tax benefits by an additional $4.6, primarily as a result of expiring statute of limitations periods.

Note 13: Accumulated Other Comprehensive (Loss) Income

During the first quarter of 2014, we adopted FASB ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income . ASU 2013-02 requires reclassification adjustments for items that are reclassified from accumulated other comprehensive income to net income be presented on the financial statements or in a note to the financial statements.

The components of accumulated other comprehensive loss as shown in the Condensed Consolidated Balance Sheet is as follows:


							Unrealized			Unrealized
	Foreign			Pension and			Gain (Loss)			Gain (Loss) on			Accumulated
	Currency			Other			on Available-			Cash Flow			Other
	Translation			Postretirement			for-Sale			Hedging			Comprehensive
	Adjustment			Liabilities ⁽¹⁾			Securities			Derivatives ⁽²⁾			(Loss) Income
Balance at May 1, 2013	$	61.5		$	(131.4	)	$	4.5		$	(11.2	)	$	(76.6	)
Reclassification adjustments		—			3.0			—			8.9			11.9
Current period charge		(6.0	)		—			(0.8	)		(6.0	)		(12.8	)
Income tax (expense) benefit		—			(1.1	)		0.3			(1.0	)		(1.8	)

Balance at July 31, 2013	$	55.5		$	(129.5	)	$	4.0		$	(9.3	)	$	(79.3	)

(1)	Amortization of net losses was reclassified from accumulated other comprehensive loss to selling, distribution, and administrative expenses.

(2)	Of the total losses reclassified from accumulated other comprehensive loss, $8.8 was reclassified to cost of products sold related to commodity derivatives.

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

Note 14: Guarantor and Non-Guarantor Financial Information

Our $750.0 million 3.50 percent Senior Notes are fully and unconditionally guaranteed, on a joint and several basis, by: J.M. Smucker LLC and The Folgers Coffee Company (the “subsidiary guarantors”), which are 100 percent wholly-owned subsidiaries of the Company. A subsidiary guarantor will be released from its obligations under the indenture governing the notes (a) if we exercise our legal or covenant defeasance option or if our obligations under the indenture are discharged in accordance with the terms of the indenture or (b) upon delivery of an officer’s certificate to the trustee that the subsidiary guarantor does not guarantee our obligations under any of our other primary senior indebtedness and that any other guarantees of such primary senior indebtedness of the subsidiary guarantor have been released other than through discharges as a result of payment by such guarantor on such guarantees.

Condensed consolidated financial information for the Company, the subsidiary guarantors, and the non-guarantor subsidiaries is provided below. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions, including transactions with our 100 percent wholly-owned subsidiary guarantors and non-guarantor subsidiaries. We have accounted for investments in subsidiaries using the equity method.

CONDENSED STATEMENTS OF CONSOLIDATED INCOME AND COMPREHENSIVE INCOME


	Three Months Ended July 31, 2013
	The J.M. Smucker Company (Parent)			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	736.0		$	303.4		$	1,593.4		$	(1,281.9	)	$	1,350.9
Cost of products sold		600.4			277.4			1,257.9			(1,277.7	)		858.0

Gross Profit		135.6			26.0			335.5			(4.2	)		492.9
Selling, distribution, and administrative expenses, restructuring, and merger and integration costs		48.6			10.9			196.5			—			256.0
Amortization		1.1			—			23.4			—			24.5
Other operating (income) expense—net		(1.5	)		(0.2	)		0.8			—			(0.9	)

Operating Income		87.4			15.3			114.8			(4.2	)		213.3
Interest (expense) income—net		(24.0	)		0.3			(0.1	)		—			(23.8	)
Other income (expense)—net		—			0.1			(0.1	)		—			—
Equity in net earnings of subsidiaries		82.6			32.9			15.4			(130.9	)		—

Income Before Income Taxes		146.0			48.6			130.0			(135.1	)		189.5
Income taxes		19.4			0.1			43.4			—			62.9

Net Income	$	126.6		$	48.5		$	86.6		$	(135.1	)	$	126.6
Other comprehensive (loss) income, net of tax		(2.7	)		1.9			(3.9	)		2.0			(2.7	)

Comprehensive Income	$	123.9		$	50.4		$	82.7		$	(133.1	)	$	123.9


CONDENSED STATEMENTS OF CONSOLIDATED INCOME AND COMPREHENSIVE INCOME

	Three Months Ended July 31, 2012
	The J.M. Smucker Company (Parent)			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	702.5		$	318.2		$	1,309.2		$	(960.2	)	$	1,369.7
Cost of products sold		593.0			290.8			973.6			(957.5	)		899.9

Gross Profit		109.5			27.4			335.6			(2.7	)		469.8
Selling, distribution, and administrative expenses, restructuring, merger and integration, and other special project costs		56.9			11.9			187.3			—			256.1
Amortization		2.9			—			21.3			—			24.2
Other operating (income) expense—net		(0.7	)		(0.5	)		0.2			—			(1.0	)

Operating Income		50.4			16.0			126.8			(2.7	)		190.5
Interest (expense) income—net		(23.8	)		0.3			(0.1	)		—			(23.6	)
Other income (expense)—net		4.5			0.5			(4.6	)		—			0.4
Equity in net earnings of subsidiaries		89.3			33.2			16.5			(139.0	)		—

Income Before Income Taxes		120.4			50.0			138.6			(141.7	)		167.3
Income taxes		9.5			0.1			46.8			—			56.4

Net Income	$	110.9		$	49.9		$	91.8		$	(141.7	)	$	110.9
Other comprehensive (loss) income, net of tax		(0.4	)		2.3			(2.5	)		0.2			(0.4	)

Comprehensive Income	$	110.5		$	52.2		$	89.3		$	(141.5	)	$	110.5


CONDENSED CONSOLIDATED BALANCE SHEETS
	July 31, 2013
	The J.M. Smucker Company (Parent)			Subsidiary Guarantors		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets
Cash and cash equivalents	$	21.0		$	—	$	136.5	$	—		$	157.5
Inventories		—			240.5		823.0		(4.2	)		1,059.3
Other current assets		351.2			4.2		57.7		—			413.1

Total Current Assets		372.2			244.7		1,017.2		(4.2	)		1,629.9
Property, Plant, and Equipment—Net		228.2			451.3		459.7		—			1,139.2
Investments in Subsidiaries		8,034.9			3,907.6		162.3		(12,104.8	)		—
Intercompany		(2,516.5	)		297.4		929.6		1,289.5			—
Other Noncurrent Assets
Goodwill		1,082.0			—		1,969.3		—			3,051.3
Other intangible assets—net		508.7			—		2,555.3		—			3,064.0
Other noncurrent assets		64.7			13.4		71.4		—			149.5

Total Other Noncurrent Assets		1,655.4			13.4		4,596.0		—			6,264.8

Total Assets	$	7,774.2		$	4,914.4	$	7,164.8	$	(10,819.5	)	$	9,033.9

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities	$	513.6		$	99.4	$	190.1	$	—		$	803.1
Noncurrent Liabilities
Long-term debt		1,867.1			—		—		—			1,867.1
Deferred income taxes		89.1			—		890.7		—			979.8
Other noncurrent liabilities		229.3			18.1		61.4		—			308.8

Total Noncurrent Liabilities		2,185.5			18.1		952.1		—			3,155.7

Total Liabilities		2,699.1			117.5		1,142.2		—			3,958.8

Total Shareholders’ Equity		5,075.1			4,796.9		6,022.6		(10,819.5	)		5,075.1

Total Liabilities and Shareholders’ Equity	$	7,774.2		$	4,914.4	$	7,164.8	$	(10,819.5	)	$	9,033.9


CONDENSED CONSOLIDATED BALANCE SHEETS

	April 30, 2013
	The J.M. Smucker Company (Parent)			Subsidiary Guarantors		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets
Cash and cash equivalents	$	108.0		$	—	$	148.4	$	—		$	256.4
Inventories		—			225.9		733.2		(13.6	)		945.5
Other current assets		320.4			3.3		69.6		—			393.3

Total Current Assets		428.4			229.2		951.2		(13.6	)		1,595.2
Property, Plant, and Equipment—Net		230.9			445.1		466.5		—			1,142.5
Investments in Subsidiaries		7,950.9			3,856.6		146.6		(11,954.1	)		—
Intercompany		(2,504.5	)		324.8		941.3		1,238.4			—
Other Noncurrent Assets
Goodwill		1,082.0			—		1,970.9		—			3,052.9
Other intangible assets—net		509.8			—		2,579.6		—			3,089.4
Other noncurrent assets		72.0			13.7		66.1		—			151.8

Total Other Noncurrent Assets		1,663.8			13.7		4,616.6		—			6,294.1

Total Assets	$	7,769.5		$	4,869.4	$	7,122.2	$	(10,729.3	)	$	9,031.8

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities	$	317.8		$	104.9	$	174.1	$	—		$	596.8
Noncurrent Liabilities
Long-term debt		1,967.8			—		—		—			1,967.8
Deferred income taxes		97.5			—		889.7		—			987.2
Other noncurrent liabilities		237.6			18.1		75.5		—			331.2

Total Noncurrent Liabilities		2,302.9			18.1		965.2		—			3,286.2

Total Liabilities		2,620.7			123.0		1,139.3		—			3,883.0

Total Shareholders’ Equity		5,148.8			4,746.4		5,982.9		(10,729.3	)		5,148.8

Total Liabilities and Shareholders’ Equity	$	7,769.5		$	4,869.4	$	7,122.2	$	(10,729.3	)	$	9,031.8


CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

	Three Months Ended July 31, 2013
	The J.M. Smucker Company (Parent)			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net Cash Provided by Operating Activities	$	37.3		$	10.2		$	34.6		$	—	$	82.1

Investing Activities
Additions to property, plant, and equipment		(4.0	)		(19.5	)		(12.8	)		—		(36.3	)
Proceeds from disposal of property, plant, and equipment		—			0.3			0.8			—		1.1
Other—net		(3.1	)		(0.3	)		(3.7	)		—		(7.1	)

Net Cash Used for Investing Activities		(7.1	)		(19.5	)		(15.7	)		—		(42.3	)

Financing Activities
Revolving credit facility—net		85.0			—			—			—		85.0
Quarterly dividends paid		(55.4	)		—			—			—		(55.4	)
Purchase of treasury shares		(165.4	)		—			—			—		(165.4	)
Proceeds from stock option exercises		0.1			—			—			—		0.1
Investments in subsidiaries		(1.4	)		(18.1	)		19.5			—		—
Intercompany		12.0			27.4			(39.4	)		—		—
Other—net		7.9			—			(7.8	)		—		0.1

Net Cash (Used for) Provided by Financing Activities		(117.2	)		9.3			(27.7	)		—		(135.6	)
Effect of exchange rate changes on cash		—			—			(3.1	)		—		(3.1	)

Net decrease in cash and cash equivalents		(87.0	)		—			(11.9	)		—		(98.9	)
Cash and cash equivalents at beginning of period		108.0			—			148.4			—		256.4

Cash and Cash Equivalents at End of Period	$	21.0		$	—		$	136.5		$	—	$	157.5


CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

	Three Months Ended July 31, 2012
	The J.M. Smucker Company (Parent)			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net Cash Provided by Operating Activities	$	32.0		$	17.0		$	127.7		$	—	$	176.7

Investing Activities
Additions to property, plant, and equipment		(8.0	)		(23.2	)		(15.1	)		—		(46.3	)
Proceeds from disposal of property, plant, and equipment		—			—			0.3			—		0.3
Other—net		(9.5	)		3.1			24.1			—		17.7

Net Cash (Used for) Provided by Investing Activities		(17.5	)		(20.1	)		9.3			—		(28.3	)

Financing Activities
Quarterly dividends paid		(52.8	)		—			—			—		(52.8	)
Purchase of treasury shares		(4.2	)		—			—			—		(4.2	)
Proceeds from stock option exercises		0.2			—			—			—		0.2
Investments in subsidiaries		(47.2	)		(166.4	)		213.6			—		—
Intercompany		174.8			169.5			(344.3	)		—		—
Other—net		2.2			—			(10.0	)		—		(7.8	)

Net Cash Provided by (Used for) Financing Activities		73.0			3.1			(140.7	)		—		(64.6	)
Effect of exchange rate changes		—			—			(2.0	)		—		(2.0	)

Net increase (decrease) in cash and cash equivalents		87.5			—			(5.7	)		—		81.8
Cash and cash equivalents at beginning of period		108.3			—			121.4			—		229.7

Cash and Cash Equivalents at End of Period	$	195.8		$	—		$	115.7		$	—	$	311.5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(Dollars in millions, unless otherwise noted, except per share data)

This discussion and analysis deals with comparisons of material changes in the unaudited condensed consolidated financial statements for the three-month periods ended July 31, 2013 and 2012.

We are the owner of all trademarks, except for the following, which are used under license: Pillsbury , the Barrelhead logo, and the Doughboy character are trademarks of The Pillsbury Company, LLC; Carnation ^® is a trademark of Société des Produits Nestlé S.A.; Dunkin’ Donuts is a registered trademark of DD IP Holder, LLC; Sweet’N Low ^® , NatraTaste ^® , Sugar In The Raw ^® , and the other “In The Raw” trademarks are registered trademarks of Cumberland Packing Corp. and its affiliates; Life is good ^® is a registered trademark of The Life is good Company; and Douwe Egberts ^® and Pickwick ^® are registered trademarks of D.E Master Blenders 1753 N.V. Borden ^® and Elsie are also trademarks used under license.

Dunkin’ Donuts brand is licensed to us for packaged coffee products sold in retail channels such as grocery stores, mass merchandisers, club stores, and drug stores. Information in this document does not pertain to Dunkin’ Donuts coffee or other products for sale in Dunkin’ Donuts restaurants. K-Cup ^® is a trademark of Keurig, Incorporated.

Results of Operations


	Three Months Ended July 31,
	2013			2012
Net sales	$	1,350.9		$	1,369.7
Gross profit	$	492.9		$	469.8
% of net sales		36.5	%		34.3	%
Operating income	$	213.3		$	190.5
% of net sales		15.8	%		13.9	%
Net income:
Net income	$	126.6		$	110.9
Net income per common share—assuming dilution	$	1.19		$	1.00
Gross profit excluding special project costs ⁽¹⁾	$	494.4		$	473.8
% of net sales		36.6	%		34.6	%
Operating income excluding special project costs ⁽¹⁾	$	220.6		$	218.4
% of net sales		16.3	%		15.9	%
Income excluding special project costs: ⁽¹⁾
Income	$	131.5		$	129.4
Income per common share—assuming dilution	$	1.24		$	1.17

(1)	Refer to “Non-GAAP Measures” located on page 24 for a reconciliation to the comparable GAAP financial measure.

Net sales decreased 1 percent in the first quarter of 2014, compared to the first quarter of 2013, primarily due to price declines taken over the past 12 months, partially offset by volume growth and favorable sales mix. Operating income increased 12 percent in the first quarter of 2014, compared to the first quarter of 2013, driven by lower restructuring, merger and integration, and certain pension settlement costs (“special project costs”) and overall lower commodity costs, partially offset by an increase in selling, distribution, and administrative (“SD&A”) expenses and a reduction in the amount of unrealized mark-to-market gains on derivative contracts. Excluding the impact of special project costs, operating income increased 1 percent. Net income per diluted share increased 19 percent in the first quarter of 2014, compared to the first quarter of 2013, while income per diluted share excluding special project costs increased 6 percent over the same period. Both measures reflect the benefit of a decrease in weighted-average common shares outstanding as a result of our share repurchase activities over the past 12 months.

Net Sales

Net sales decreased $18.8, or 1 percent, in the first quarter of 2014, compared to the first quarter of 2013, primarily due to a 4 percent reduction in net price realization reflecting price declines taken over the past 12 months, notably on coffee and peanut butter. Overall volume, based on weight, increased 1 percent in the first quarter of 2014, compared to the first quarter of 2013. Volume gains realized in Jif peanut butter, Crisco oils, Folgers coffee, and our flour brands were partially offset by planned declines in certain Santa Cruz Organic ^® beverages and the impact of the exited portion of our private label hot beverage business with foodservice customers. Sales mix was favorable in the quarter reflecting volume gains in the U.S. Retail Coffee segment.

Operating Income

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


	Three Months Ended July 31,
	2013			2012
Gross profit		36.5	%		34.3	%
Selling, distribution, and administrative expenses:
Marketing		5.8	%		5.4	%
Selling		3.4			3.4
Distribution		2.9			2.7
General and administrative		6.4			5.5

Total selling, distribution, and administrative expenses		18.5	%		17.0	%

Amortization		1.8			1.8
Other restructuring, merger and integration, and special project costs		0.4			1.7
Other operating income—net		(0.1	)		(0.1	)

Operating income		15.8	%		13.9	%

Amounts may not add due to rounding.

Gross profit increased $23.1, or 5 percent, in the first quarter of 2014, compared to the first quarter of 2013, due to the net benefit of lower commodity costs, favorable mix, and an increase in volume, which was somewhat offset by the unfavorable impact of a $15.1 change in the amount of unrealized mark-to-market gains on derivative contracts. Unrealized mark-to-market gains were $4.6 in the first quarter of 2014, compared to $19.7 in the first quarter of 2013. Excluding special project costs, gross profit increased $20.6, or 4 percent, and improved to 36.6 percent of net sales in the first quarter of 2014, compared to 34.6 percent in the first quarter of 2013.

Overall commodity costs were lower during the first quarter of 2014, compared to the first quarter of 2013, due primarily to green coffee. The benefit of lower commodity costs was partially reduced by price declines taken over the past year.

SD&A expenses increased 8 percent in the first quarter of 2014, compared to the first quarter of 2013, and increased as a percentage of net sales from 17.0 percent to 18.5 percent. General and administrative expenses increased 15 percent in the first quarter of 2014, compared to the first quarter of 2013, driven by employee compensation costs, expenses associated with a major information system upgrade, and other corporate initiatives. Marketing expenses increased 6 percent, primarily due to an increase in coffee brand building investments in the first quarter of 2014, compared to the first quarter of 2013. Over the same period, distribution expenses increased 7 percent, while selling expenses decreased 1 percent.

Operating income increased $22.8, or 12 percent, in the first quarter of 2014, compared to the first quarter of 2013, as a decrease in special project costs more than offset the increase in SD&A expenses. Special project costs were $20.6 lower in the first quarter of 2014, compared to the first quarter of 2013, reflecting substantial progress made on the related projects, with the majority of costs having been incurred in past years. Excluding

special project costs in both periods, operating income increased $2.2, and increased from 15.9 percent of net sales in the first quarter of 2013 to 16.3 percent in the first quarter of 2014.

Income Taxes

Income taxes increased $6.5, or 12 percent, in the first quarter of 2014, compared to the first quarter of 2013, mainly due to the increase in income before income taxes. The effective tax rate decreased slightly from 33.7 percent in the first quarter of 2013 to 33.2 percent in the first quarter of 2014.

Restructuring

In addition to our previously announced restructuring plans related to our coffee, fruit spreads, and Canadian pickle and condiments operations, during 2013 we announced plans to expand capacity in order to support our growth objectives for the peanut and other nut butter businesses. We expect to incur restructuring costs of approximately $260.0 for all of our previously announced plans, of which $232.8 has been incurred through July 31, 2013, including $5.2 and $14.5 in the first quarters of 2014 and 2013, respectively. The majority of the remaining costs are anticipated to be recognized through 2015.

Upon completion, the overall restructuring plan will result in a reduction of approximately 850 full-time positions. As of July 31, 2013, approximately 80 percent of the 850 full-time positions have been reduced and the impacted facilities have been closed, except the Ste. Marie, Quebec facility which is anticipated to close in 2014. The majority of retail fruit spreads volume is being produced at a new state-of-the-art food manufacturing facility in Orrville, Ohio, while production of foodservice fruit spreads is expected to be transitioned to the new facility by the end of calendar 2013.

Segment Results


	Three Months Ended July 31,
	2013			2012			% Increase (Decrease)
Net sales:
U.S. Retail Coffee	$	514.4		$	520.8			(1	)%
U.S. Retail Consumer Foods		536.4			528.4			1
International, Foodservice, and Natural Foods		300.1			320.5			(6	)
Segment profit:
U.S. Retail Coffee	$	146.0		$	126.4			16	%
U.S. Retail Consumer Foods		96.4			107.8			(11	)
International, Foodservice, and Natural Foods		43.4			40.7			7
Segment profit margin:
U.S. Retail Coffee		28.4	%		24.3	%
U.S. Retail Consumer Foods		18.0			20.4
International, Foodservice, and Natural Foods		14.4			12.7

U.S. Retail Coffee

Net sales for the U.S. Retail Coffee segment decreased 1 percent in the first quarter of 2014, compared to the first quarter of 2013, as lower net price realization driven by a price decline of approximately 6 percent taken in February 2013 was partially offset by a 4 percent increase in volume. Volume growth in the first quarter of 2014, compared to the first quarter of 2013, was led by increases of 4 percent in the Folgers brand and 6 percent in Dunkin’ Donuts packaged coffee. Net sales of K-Cup packs increased $7.5, or 14 percent, in the first quarter of 2014, compared to the first quarter of 2013, and contributed 1 percentage point of growth to segment net sales, while contributing nominally to volume growth.

The U.S. Retail Coffee segment profit increased $19.6, or 16 percent, in the first quarter of 2014, compared to the first quarter of 2013. The prior year’s first quarter was unfavorably impacted by the timing of price declines that were taken before lower costs were recognized later that year. Green coffee costs were significantly lower in the first quarter of 2014, compared to the first quarter of 2013, and were partially offset by lower price realization. The favorable net price to cost relationship is expected to decrease significantly in the back half of the year in comparison to the prior year. The net benefit of lower cost and price along with volume gains contributed to increased segment profit for the quarter, and more than offset an increase in marketing expenses. Unrealized mark-to-market adjustments on derivative contracts were a gain of $2.9 in the first quarter of 2014, compared to a gain of $8.1 in the first quarter of 2013.

U.S. Retail Consumer Foods

Net sales for the U.S. Retail Consumer Foods segment increased 1 percent in the first quarter of 2014, compared to the first quarter of 2013, as a 4 percent increase in segment volume and favorable sales mix offset overall lower net price realization. Jif brand volume increased 8 percent in the first quarter of 2014, compared to the first quarter of 2013. Jif brand net sales decreased 1 percent over the same period due to the impact of a price decline taken in the third quarter of 2013. Smucker’s fruit spreads net sales decreased 4 percent driven by price declines taken late in 2013 while volume was flat in the first quarter of 2014, compared to the first quarter of 2013. Smucker’s Uncrustables ^® frozen sandwiches experienced another strong quarter as net sales and volume increased 23 percent and 22 percent, respectively, during the same period. Crisco brand net sales and volume increased 10 percent and 11 percent, respectively, in the first quarter of 2014, compared to the first quarter of 2013. Net sales and volume for the Pillsbury brand both increased 2 percent in the first quarter of 2014, compared to the first quarter of 2013, driven by flour and frostings. Canned milk net sales and volume increased 12 percent and 4 percent, respectively, during the first quarter of 2014, compared to the first quarter of 2013.

The U.S. Retail Consumer Foods segment profit decreased $11.4, or 11 percent, in the first quarter of 2014, compared to the first quarter of 2013. Positive unrealized mark-to-market adjustments on derivative contracts were lower than the prior year and contributed $6.0 to the decrease in segment profit. A mark-to-market gain of $0.6 was realized in the first quarter of 2014, compared to a gain of $6.6 in the first quarter of 2013. Commodity costs were modestly lower in the first quarter of 2014, compared to the first quarter of 2013, but did not compensate for overall lower prices, most notably for peanut butter. A peanut butter price decline of approximately 10 percent was taken late in the third quarter of 2013 in anticipation of further reductions in peanut costs later in 2014. As a result, peanut butter price realization was significantly lower and contributed much of the decrease in segment profit. Segment profit was positively impacted by the increase in volume in the first quarter of 2014, compared to the first quarter of 2013.

International, Foodservice, and Natural Foods

Net sales for the International, Foodservice, and Natural Foods segment decreased 6 percent in the first quarter of 2014, compared to the first quarter of 2013, driven by volume. Segment volume decreased 6 percent primarily due to planned declines in Santa Cruz Organic lemonades which resulted from a change in promotional strategy, and the impact of our previously announced exiting of portions of our hot beverage and Smucker’s Uncrustables frozen sandwich businesses with foodservice customers.

The International, Foodservice, and Natural Foods segment profit increased $2.7, or 7 percent, in the first quarter of 2014, compared to the first quarter of 2013, due primarily to the net benefit of overall lower raw material costs and favorable mix which more than offset the volume decline. There was essentially no impact of unrealized mark-to-market adjustments on derivative contracts in the first quarter of 2014, compared to a gain of $4.4 in the first quarter of 2013.

Financial Condition – Liquidity and Capital Resources

Liquidity

On an annual basis, our principal source of funds is cash generated from operations, supplemented by borrowings against our revolving credit facility. Total cash and cash equivalents at July 31, 2013, were $157.5, compared to $256.4 at April 30, 2013.

We typically expect a significant use of cash to fund working capital requirements during the first half of each fiscal year, primarily due to the buildup of inventories to support the Fall Bake and Holiday period, the additional increase of coffee inventory in advance of the Atlantic hurricane season, and seasonal fruit procurement. We expect cash provided by operations in the second half of the fiscal year to significantly exceed the amount in the first half of the year, upon completion of the Fall Bake and Holiday period.

The following table presents selected cash flow information.


	Three Months Ended July 31,
	2013			2012
Net cash provided by operating activities	$	82.1		$	176.7
Net cash used for investing activities		(42.3	)		(28.3	)
Net cash used for financing activities		(135.6	)		(64.6	)

Net cash provided by operating activities	$	82.1		$	176.7
Additions to property, plant, and equipment		(36.3	)		(46.3	)

Free cash flow ⁽¹⁾	$	45.8		$	130.4

(1)	Free cash flow is a non-GAAP measure used by management to evaluate the amount of cash available for debt repayment, dividend distribution, acquisition opportunities, share repurchases, and other corporate purposes.

Cash provided by operating activities decreased $94.6 in the first quarter of 2014, compared to the first quarter of 2013, due to an increase in the cash required to fund working capital. The increase was partially a result of a greater inventory buildup in the first quarter of 2014, compared to the first quarter 2013.

Cash used for investing activities was $42.3 in the first quarter of 2014, consisting primarily of $36.3 in capital expenditures. During the first quarter of 2013, cash of $28.3 was used for investing activities, including $46.3 in capital expenditures, partially offset by a decrease in cash margin accounts.

Cash used for financing activities increased $71.0 in the first quarter of 2014, compared to the first quarter of 2013, due to the purchase of treasury shares for $165.4 in the first quarter of 2014, partially offset by $85.0 of borrowings from our revolving credit facility.

Capital Resources

The following table presents our capital structure.


	July 31, 2013		April 30, 2013
Current portion of long-term debt	$	150.0	$	50.0
Revolving credit facility		85.0		—
Long-term debt, less current portion		1,867.1		1,967.8

Total debt	$	2,102.1	$	2,017.8
Shareholders’ equity		5,075.1		5,148.8

Total capital	$	7,177.2	$	7,166.6

We have available a $1.0 billion revolving credit facility with a group of nine banks that matures in July 2016. At July 31, 2013, there was an outstanding balance of $85.0 under the revolving credit facility at a weighted-average interest rate of 1.47 percent.

Our debt instruments contain certain financial covenant restrictions including consolidated net worth, a leverage ratio, and an interest coverage ratio. We are in compliance with all covenants.

During the first quarter of 2014, we repurchased 1.5 million common shares for $152.2 utilizing borrowings from our revolving credit facility. As of July 31, 2013, we had 3.4 million common shares remaining available for repurchase under our Board of Directors’ most recent authorization.

Subsequent to July 31, 2013, we borrowed additional funds against our revolving credit facility, bringing the total outstanding balance to $210.0 at August 27, 2013, at a weighted-average interest rate of 1.43 percent.

Absent any material acquisitions or other significant investments, we believe that cash on hand, combined with cash provided by operations and borrowings available under our credit facility, will be sufficient to meet cash requirements for the next 12 months, including capital expenditures, the payment of quarterly dividends, and interest and principal on debt outstanding. As of July 31, 2013, approximately $134.6 of total cash and cash equivalents was held by our international subsidiaries. We do not intend to repatriate these funds to meet these obligations. Should we repatriate these funds, we will be required to provide taxes based on the applicable U.S. tax rates net of any foreign tax credit consideration.

Non-GAAP Measures

We use non-GAAP financial measures including: gross profit, operating income, income, and income per diluted share, excluding special project costs; and free cash flow, as key measures for purposes of evaluating performance internally. We believe that these measures provide useful information to investors because they are the measures we use to evaluate performance on a comparable year-over-year basis. The special project costs relate to specific restructuring, merger and integration, and pension settlement projects that are each nonrecurring in nature and can significantly affect the year-over-year assessment of operating results. These non-GAAP financial measures are not intended to replace the presentation of financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). Rather, the presentation of these non-GAAP financial measures supplements other metrics we use to internally evaluate our businesses and facilitate the comparison of past and present operations and liquidity. These non-GAAP financial measures may not be comparable to similar measures used by other companies and may exclude certain nondiscretionary expenses and cash payments. The following table reconciles certain non-GAAP financial measures to the comparable GAAP financial measure. See page 22 for a reconciliation of free cash flow to the comparable GAAP financial measure.


	Three Months Ended July 31,
	2013		2012
Reconciliation to gross profit:
Gross profit	$	492.9	$	469.8
Cost of products sold—restructuring and merger and integration		1.5		4.0

Gross profit excluding special project costs	$	494.4	$	473.8

Reconciliation to operating income:
Operating Income	$	213.3	$	190.5
Cost of products sold—restructuring and merger and integration		1.5		4.0
Other restructuring and merger and integration costs		5.8		17.2
Other special project costs		—		6.7

Operating income excluding special project costs	$	220.6	$	218.4

Reconciliation to net income:
Net income	$	126.6	$	110.9
Income taxes		62.9		56.4
Cost of products sold—restructuring and merger and integration		1.5		4.0
Other restructuring and merger and integration costs		5.8		17.2
Other special project costs		—		6.7

Income before income taxes, excluding special project costs	$	196.8	$	195.2
Income taxes, as adjusted		65.3		65.8

Income excluding special project costs	$	131.5	$	129.4
Weighted-average shares—assuming dilution		105,974,628		110,397,807
Income per common share excluding special project costs—assuming dilution	$	1.24	$	1.17

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risk related to changes in interest rates, foreign currency exchange rates, and commodity prices.

Interest Rate Risk: The fair value of our cash and short-term investment portfolio at July 31, 2013, approximates carrying value. Exposure to interest rate risk on our long-term debt is mitigated due to fixed-rate maturities.

We utilize derivative instruments, at times, to manage changes in the fair value of our debt. Interest rate swaps mitigate the risk associated with the underlying hedged item. At the inception of the contract, the instrument is evaluated and documented for hedge accounting treatment. If the contract is designated as a cash flow hedge, the mark-to-market gains or losses on the swap are deferred and included as a component of accumulated other comprehensive loss to the extent effective, and reclassified to interest expense in the period during which the hedged transaction affects earnings. If the contract is designated as a fair value hedge, the swap would be recognized at fair value on the balance sheet and changes in the fair value would be recognized in interest expense.

Based on our overall interest rate exposure as of and during the three-month period ended July 31, 2013, including derivatives and other instruments sensitive to interest rates, a hypothetical 10 percent movement in interest rates would not materially affect our results of operations. In measuring interest rate risk by the amount of net change in the fair value of our financial liabilities, a hypothetical 1 percent decrease in interest rates at July 31, 2013, would increase the fair value of our long-term debt by approximately $95.2.

Foreign Currency Exchange Risk: We have operations outside the U.S. with foreign currency denominated assets and liabilities, primarily denominated in Canadian currency. Because we have 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 July 31, 2013, are not expected to result in a significant impact on future earnings or cash flows.

We utilize foreign currency exchange forwards and options contracts to manage the price volatility of foreign currency exchange fluctuations on future cash transactions. The contracts generally have maturities of less than one year. Instruments currently used to manage foreign currency exchange exposures do not meet the requirements for hedge accounting treatment and the change in value of these instruments is immediately recognized in cost of products sold. 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 accumulated other comprehensive loss. These gains or losses are reclassified to earnings in the period the contract is executed. Based on our hedged foreign currency positions as of July 31, 2013, a hypothetical 10 percent change in exchange rates would not result in a material loss of fair value.

Revenues from customers outside the U.S., subject to foreign currency exchange, represented approximately 7 percent of net sales during the three-month period ended July 31, 2013. 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: We use certain raw materials and other commodities that are subject to price volatility caused by supply and demand conditions, political and economic variables, weather, investor speculation, and other unpredictable factors. To manage the volatility related to anticipated commodity purchases, we use futures and options with maturities of 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 accumulated other comprehensive loss to the extent effective and reclassified to 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 our potential loss of fair value resulting from a hypothetical 10 percent change in market prices related to raw material commodities.


	July 31, 2013		April 30, 2013
High	$	27.8	$	34.0
Low		5.6		7.6
Average		15.0		20.7

The estimated fair value was determined using quoted market prices and was based on our net derivative position by commodity for the previous four quarters. The calculations are not intended to represent actual losses in fair value that we expect to incur. In practice, as markets move, we actively manage our risk and adjust hedging strategies as appropriate. The commodities hedged have a high inverse correlation to price changes of the derivative commodity instrument; thus, we would expect that any gain or loss in the estimated fair value of its derivatives would generally be offset by an increase or decrease in the estimated fair value of the underlying exposures.

Certain Forward-Looking Statements

Certain statements included in this Quarterly Report contain forward-looking statements within the meaning of federal securities laws. The forward-looking statements may include statements concerning our 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. We are 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 our control and could cause actual results to differ materially from such statements and from our historical results and experience. These risks and uncertainties include, but are not limited to, the following:

•

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

•

risks associated with derivative and purchasing strategies we employ to manage commodity pricing risks, including the risk that such strategies could result in significant losses and adversely impact our liquidity;

•

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

•

our ability to successfully implement and realize the full benefit of price changes that are intended to fully recover cost including the competitive, retailer, and consumer response, and the impact of the timing of the price changes to profits and cash flow in a particular period;

•

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 our businesses;

•

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

•

our ability to successfully integrate acquired and merged businesses in a timely and cost-effective manner;

•

the successful completion of our restructuring programs and the ability to realize anticipated savings and other potential benefits within the time frames currently contemplated;

•

the impact of food security concerns involving either our products or our competitors’ products;

•

the impact of accidents and natural disasters, including crop failures and storm damage;

•

the concentration of certain of our businesses with key customers and suppliers, including single-source suppliers of certain key raw materials, such as packaging for our Folgers coffee products, and finished goods, such as K-Cup packs, and the ability to manage and maintain key relationships;

•

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

•

changes in consumer coffee preferences and other factors affecting the coffee business, which represents a substantial portion of our business;

•

a change in outlook or downgrade in our public credit rating by a rating agency;

•

our ability to obtain any required financing on a timely basis and on acceptable terms;

•

the timing and amount of capital expenditures, share repurchases, and restructuring costs;

•

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

•

the impact of new or changes to existing governmental laws and regulations and their application;

•

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

•

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

•

foreign currency and interest rate fluctuations;

•

political or economic disruption;

•

other factors affecting share prices and capital markets generally; and

•

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

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures . Our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of our 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 July 31, 2013 (the “Evaluation Date”). Based on that evaluation, our principal executive officer and principal financial officer have concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls. During the first quarter of 2014, we completed a major upgrade of our enterprise resource planning systems and utilized the upgraded systems to generate our financial statements for the first quarter. We implemented specific controls during the first quarter to mitigate risks inherent in our system upgrade process. Pursuant to the execution of these controls, we have not identified any internal control issues in connection with the implementation or operation of the upgraded systems.

Other than described above, there were no changes in our internal control over financial reporting that occurred during the quarter ended July 31, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1A. Risk Factors.

Our business, operations, and financial condition are subject to various risks and uncertainties. The risk factors described in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended April 30, 2013, as revised below, should be carefully considered, together with the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q and in our other filings with the Securities and Exchange Commission in connection with evaluating the Company, our business, and the forward-looking statements contained in this Quarterly Report. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may affect us. The occurrence of any of these known or unknown risks could have a material adverse impact on our business, financial condition, and results of operations.

The risk factor described below updates the risk factors disclosed in “Part 1, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended April 30, 2013, to remove the specific risk associated with a major upgrade of our enterprise resource planning systems which was completed during the first quarter of 2014.

•

If our information technology systems fail to perform adequately or we are unable to protect such information technology systems against data corruption, cyber-based attacks, or network security breaches, our operations could be disrupted, and we may suffer financial damage or loss because of lost or misappropriated information.

We rely on information technology networks and systems, including the Internet, to process, transmit, and store electronic information. In particular, we depend on our information technology infrastructure to effectively manage our business data, supply chain, logistics, accounting, and other business processes and for digital marketing activities and electronic communications between Company personnel and our customers and suppliers. If we do not allocate and effectively manage the resources necessary to build and sustain an appropriate technology infrastructure, or we do not effectively implement system upgrades, our business or financial results could be negatively impacted. Security breaches or system failures of our infrastructure can create system disruptions, shutdowns, or unauthorized disclosure of confidential information. If we are unable to prevent such breaches or failures, our operations could be disrupted, or we may suffer financial damage or loss because of lost or misappropriated information.

In addition, we have outsourced certain information technology support services and administrative functions, such as accounts payable processing and benefit plan administration, to third-party service providers, and may outsource other functions in the future to achieve cost savings and efficiencies. If the service providers to which we outsource these functions do not perform effectively, we may not be able to achieve the expected cost savings and may have to incur additional costs in connection with such failure to perform. Depending on the function involved, such failures may also lead to business disruption, processing inefficiencies, the loss of or damage to intellectual property through security breach, the loss of sensitive data through security breach, or otherwise.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Not applicable.

(b) Not applicable.


	(a)		(b)		(c)		(d)
Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs
May 1, 2013—May 31, 2013		—	$	—		—		4,944,300
June 1, 2013—June 30, 2013		1,478,145		101.28		1,348,700		3,595,600
July 1, 2013—July 31, 2013		151,300		103.68		151,300		3,444,300

Total		1,629,445	$	101.50		1,500,000		3,444,300

Information set forth in the table above represents the activity in our first 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)	As of July 31, 2013, we had 3.4 million common shares remaining available for repurchase under our Board of Directors’ most recent authorization.

Item 6. Exhibits.

See the Index of Exhibits that appears on Page No. 33 of this report.

SIGNATURES

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, thereunto duly authorized.


August 28, 2013				THE J. M. SMUCKER COMPANY

				/s/ Richard K. Smucker
				By: RICHARD K. SMUCKER
				Chief Executive Officer

				/s/ Mark R. Belgya
				By: MARK R. BELGYA
				Senior Vice President and Chief Financial Officer

INDEX OF EXHIBITS


Exhibit No.		Description

3.1		Amended Articles of Incorporation of The J. M. Smucker Company.

3.2		Amended Regulations of The J. M. Smucker Company.

12		Computation of Ratio of Earnings to Fixed Charges.

31.1		Certifications of Richard K. Smucker pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

31.2		Certifications of Mark R. Belgya pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

32		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

Exhibit 3.1

AMENDED

ARTICLES OF INCORPORATION

THE J. M. SMUCKER COMPANY

FIRST. The name of the Company is The J. M. Smucker Company.

SECOND. The place in Ohio where its principal office is located is the City of Orrville, in Wayne County.

THIRD. The purpose or purposes of the Company are:

(a) To manufacture, preserve, can, pack, purchase, sell, import, export, store, hold, use, distribute, transport; and deal in and with food products, food by-products, and containers therefor;

(b) To manufacture, to purchase, lease, or otherwise acquire, to hold and use, to sell, lease, or otherwise dispose of, and to deal in or with personal property of any description and any interest therein;

(c) To purchase, lease, or otherwise acquire, to invest in, hold, use, and encumber, to sell, lease, exchange, transfer, or otherwise dispose of, and to construct, develop, improve, equip, maintain, and operate structures and real property of any description and any interest therein;

(d) To borrow money, to issue, sell, and pledge its notes, bonds, and other evidences of indebtedness, to secure any of its obligations by mortgage, pledge, or deed of trust of all or any of its property, and to guarantee and secure obligations of any person, all to the extent necessary, useful, or conducive to carrying out any of the purposes of the Company;

(e) To invest its funds in any shares or other securities of another corporation, business, or undertaking or of a government, governmental authority, or governmental subdivision; and

(f) To do whatever is deemed necessary, useful, or conducive to carrying out any of the purposes of the Company and to exercise all other authority enjoyed by corporations generally by virtue of the provisions of Chapter 1701 of the Ohio Revised Code.

FOURTH. The authorized number of shares of the Company is 306,000,000 consisting of 6,000,000 serial preferred shares without par value (“ Serial Preferred Shares ”) and 300,000,000 common shares without par value (“ Common Shares ”). This Article Fourth may be amended by the Board of Directors without shareholder approval as permitted by Chapter 1701 of the Ohio Revised Code; as it may be amended from time to time.

DIVISION I

Express Terms of Serial Preferred Shares

The Serial Preferred Shares may be issued from time to time in series. Each Serial Preferred Share of any one series shall be identical with each other share of the same series in all respects, except as to the date from which dividends thereon shall be cumulative; and all Serial Preferred Shares of all series shall rank equally and shall be identical, except that there may be variations in respect of the dividend rate, the dates of payment of dividends and the dates from which they are cumulative, redemption rights and price, sinking fund requirements, conversion rights, liquidation price, and restrictions on the issuance of shares of the same series or of any other class or series. Subject to the requirement that all Serial Preferred Shares shall be identical in respect of voting rights and rights of alteration of express terms, the Board of Directors, without any further action by the shareholders, may, at any time and from time to time, adopt an amendment or amendments to these Amended Articles of Incorporation, or adopt further Amended Articles of Incorporation, in respect of any Serial Preferred Shares that constitute unissued or treasury shares at the time of such adoption for the purpose of dividing any or all of such Serial Preferred Shares into such series as the Board of Directors shall determine and fix the express terms of any such series of Serial Preferred Shares, which may include statements specifying:

(a) Dividend rights, which may be cumulative or non-cumulative, at a specified rate, amount, or proportion, with or without further participation rights, and in preference to, junior to, or on a parity in whole or in part with dividend rights of shares of any other class or series;

(b) Redemption rights and price;

(c) Sinking fund requirements, which may require the Company to provide a sinking fund out of earnings or otherwise for the purchase or redemption of such shares or for dividends thereon;

(d) Voting rights, which may be full, limited or denied, except as otherwise required by law;

(e) Conversion rights;

(f) Liquidation rights, preferences, and price; and

(g) Restrictions on the issuance of shares of any class or series of the Company.

DIVISION I-A

SERIES A JUNIOR PARTICIPATING PREFERRED SHARES

S ECTION 1. There is established hereby a series of Serial Preferred Shares that shall be designated Series A Junior Participating Preferred Shares (hereinafter sometimes called this “ Series ” or the “ Series A Junior Participating Preferred Shares ”) and that shall have the terms set forth in this Division I-A.

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S ECTION 2. The number of shares of this Series shall be 1,500,000.

S ECTION 3. a) The holders of record of Series A Junior Participating Preferred Shares shall be entitled to receive, when and as declared by the Directors in accordance with the terms hereof, out of funds legally available for the purpose, cumulative quarterly dividends payable in cash on the first day of March, June, September, and December in each year (each such date being referred to herein as a “ Quarterly Dividend Payment Date ”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a Series A Junior Participating Preferred Share or fraction of a Series A Junior Participating Preferred Share. Such quarterly dividend payments shall be in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 per share or (ii) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, plus 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in Common Shares, or a subdivision of the outstanding Common Shares (by reclassification or otherwise)), declared on the Common Shares since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any Series A Junior Participating Preferred Share or fraction of a Series A Junior Participating Preferred Share. In the event the Company shall at any time declare or pay any dividend on the Common Shares payable in Common Shares, or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the amount to which holders of Series A Junior Participating Preferred Shares were entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.

Dividends shall begin to accrue and be cumulative on outstanding Series A Junior Participating Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Series A Junior Participating Preferred Shares, unless (i) the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or (ii) the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. No dividends shall be paid upon or declared and set apart for any Series A Junior Participating Preferred Shares for any dividend period unless at the same time a dividend for the same dividend period, ratably in proportion to the respective annual dividend rates fixed therefor, shall be paid upon or declared and set apart for all Serial Preferred Shares of all series then outstanding and entitled to receive such dividend. The Directors may fix a record date for the determination of holders of Series A Junior Participating Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 40 days prior to the date fixed for the payment thereof.

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S ECTION 4. The Series A Junior Participating Preferred Shares are not redeemable.

S ECTION 5. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company (hereinafter referred to as a “ Liquidation ”), no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon Liquidation) to the Series A Junior Participating Preferred Shares, unless, prior thereto, the holders of Series A Junior Participating Preferred Shares shall have received at least an amount per share equal to 100 times the then applicable Purchase Price as defined in the Rights Agreement dated as of May 20, 2009, between the Company and Computershare Trust Company, N.A., as the same may be from time to time amended in accordance with its terms (which Purchase Price is $140.00 as of May 20, 2009), subject to adjustment from time to time as provided in the Rights Agreement, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment, provided that the holders of Series A Junior Participating Preferred Shares shall be entitled to receive at least an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of Common Shares (the “ Series A Junior Participating Preferred Shares Liquidation Preference ”).

(b) In the event, however, that the net assets of the Company are not sufficient to pay in full the amount of the Series A Junior Participating Preferred Shares Liquidation Preference and the liquidation preferences of all other series of Serial Preferred Shares, if any, which rank on a parity with the Series A Junior Participating Preferred Shares as to distribution of assets in Liquidation, all shares of this Series and of such other series of Serial Preferred Shares shall share ratably in the distribution of assets (or proceeds thereof) in Liquidation in proportion to the full amounts to which they are respectively entitled.

(c) In the event the Company shall at any time declare or pay any dividend on the Common Shares payable in Common Shares, or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the amount to which holders of Series A Junior Participating Preferred Shares were entitled immediately prior to such event pursuant to the proviso set forth in paragraph (a) above, shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.

(d) The merger or consolidation of the Company into or with any other corporation, or the merger of any other corporation into it, or the sale, lease or conveyance of all or substantially all the property or business of the Company, shall not be deemed to be a Liquidation for the purpose of this Section 5.

S ECTION 6. The Series A Junior Participating Preferred Shares shall not be convertible into Common Shares.

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DIVISION II

Express Terms of Common Shares

SECTION 1. Except as expressly set forth in Section 2 of this Division II, each outstanding Common Share shall entitle the holder thereof to one vote on each matter properly submitted to the shareholders for their vote, consent, waiver, release, or other action, including any vote or consent for the election or removal of directors.

SECTION 2. (a) Notwithstanding Section 1 of this Division II, each outstanding Common Share shall entitle the holder thereof to ten votes on each of the following matters properly submitted to the shareholders to the extent such matters (x) are required under the Ohio Revised Code, any provisions of these Amended Articles of Incorporation or the Regulations of the Company or applicable stock exchange rules, to be submitted to the shareholders for their vote, consent, waiver or other action or (y) are submitted or presented to the shareholders for their vote, consent waiver or other action: (1) any matter that relates to or would result in the dissolution or liquidation of the Company, whether voluntary or involuntary, and whether pursuant to Section 1701.86 or 1701.91 of the Ohio Revised Code or otherwise, (2) the adoption of any amendment to these Amended Articles of Incorporation, or the Regulations of the Company, or the adoption of Amended Articles of Incorporation, other than the adoption of any amendment or Amended Articles of Incorporation that increases the number of votes to which holders of Common Shares are entitled or expand the matters to which this Section 2(a) applies, (3) any proposal or other action to be taken by the shareholders of the Company, whether or not proposed by the shareholders of the Company, and whether proposed by authority of the Board of Directors or otherwise, relating to the Amended and Restated Rights Agreement, dated as of August 28, 2000, as it may be amended from time to time pursuant to its terms, or any successor plan, (4) any matter relating to any stock option plan, stock purchase plan, executive compensation plan, executive benefit plan, or other similar plan, arrangement or agreement, (5) adoption of any agreement or plan of or for the merger, consolidation, or majority share acquisition of the Company or any subsidiary 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, (6) any matter submitted to the shareholders pursuant to Article Fifth or Article Seventh of these Amended Articles of Incorporation, as they may be further amended, or any issuance of shares of the Company for which shareholder approval is required by applicable stock exchange rules or (7) any matter relating to the issuance of shares of the Company, or the repurchase of shares of the Company that the Board of Directors determines is required or appropriate to be submitted to the shareholders under the Ohio Revised Code or applicable stock exchange rules, except that:

(i) no holder of Common Shares shall be entitled to exercise more than one vote on any such matter in respect of any Common Share with respect to which there has been a change in beneficial ownership following the Effective Time of the Merger (as such terms are defined in the Transaction Agreement, dated as of June 4, 2008, as it may be amended from time to time (the “ Transaction Agreement ”), by and among The Procter & Gamble Company, The Folgers Coffee Company, Moon Merger Sub, Inc. and the Company) and during the four years immediately preceding the date on which a determination is made of the shareholders who are entitled to take any such action; and

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(ii) no holder shall be entitled to exercise more than one vote on any such matter in respect of any Common Share if the aggregate voting power such holder otherwise would be entitled to exercise as of the date of such a determination (disregarding the voting power of any Common Shares held by such holder on August 20, 1985 or acquired by such holder in a transaction not involving any change in beneficial ownership by reason of Section 2(c) of this Division II) would constitute one-fifth or more of the voting power of the Company and the holders of the Common Shares have not authorized the ownership of Common Shares by such person as and to the extent contemplated by Article Seventh hereof.

(b) A change in beneficial ownership of an outstanding Common Share shall be deemed to have occurred whenever a change occurs in any person or group of persons who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares (1) voting power, which includes the power to vote, or to direct the voting of such Common Share, (2) investment power, which includes the power to direct the sale or other disposition of such Common Share, (3) the right to receive or retain the proceeds of any sale or other disposition of such Common Share, or (4) the right to receive any distributions, including cash dividends, in respect of such Common Share.

(A) In the absence of proof to the contrary provided in accordance with the procedures referred to in Section 2(d) of this Division II, a change in beneficial ownership shall be deemed to have occurred whenever a Common Share is transferred of record into the name of any other person.

(B) In the case of a Common Share held of record in the name of a corporation, general partnership, limited partnership, voting trustee, bank, trust company, broker, nominee or clearing agency, if it has not been established pursuant to the procedures referred to in Section 2(d) of this Division II that there has been no change in the person or persons who direct the exercise of the rights referred to in clauses (b)(1) through (b)(4) of Section 2 of this Division II with respect to such Common Share during the period of four years immediately preceding the date on which a determination is made of the shareholders who are entitled to take any action, then a change in beneficial ownership shall be deemed to have occurred during such period.

(C) In the case of a Common Share held of record in the name of any person as a trustee, agent, guardian or custodian under the Uniform Gifts to Minors Act as in effect in any state, a change in beneficial ownership shall be deemed to have occurred whenever there is a change in the beneficiary of such trust, the principal of such agent, the ward of such guardian or the minor for whom such custodian is acting or in such trustee, agent, guardian or custodian.

(D) In the case of Common Shares beneficially owned by a person or group of persons who, after acquiring directly or indirectly the beneficial ownership of five percent of the outstanding Common Shares, failed to notify the Company of such ownership, a change in beneficial ownership of such Common Shares shall be deemed to occur on each day while such failure continues.

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(c) Notwithstanding anything in this Section 2 of this Division II to the contrary, no change in beneficial ownership shall be deemed to have occurred solely as a result of:

(1) any event that occurred prior to August 20, 1985 or pursuant to the terms of any contract (other than a contract for the purchase and sale of Common Shares contemplating prompt settlement), including contracts providing for options, rights of first refusal and similar arrangements in existence on such date to which any holder of Common Shares is a party;

(2) any transfer of any interest in a Common Share pursuant to a bequest or inheritance, by operation of law upon the death of any individual, or by any other transfer without valuable consideration, including a gift that is made in good faith and not for the purpose of circumventing this Article Fourth;

(3) any change in the beneficiary of any trust, or any distribution of a Common Share from trust, by reason of the birth, death, marriage or divorce of any natural person, the adoption of any natural person prior to age 18 or the passage of a given period of time or the attainment by any natural person of a specific age, or the creation or termination of any guardianship or custodial arrangement;

(4) any appointment of a successor trustee, agent, guardian or custodian with respect to a Common Share if neither such successor has nor its predecessor had the power to vote or to dispose of such Common Share without further instructions from others;

(5) any change in the person to whom dividends or other distributions in respect of a Common Share are to be paid pursuant to the issuance or modification of a revocable dividend payment order; or

(6) any issuance of a Common Share by the Company or any transfer by the Company of a Common Share held in treasury unless otherwise determined by the Board of Directors at the time of authorizing such issuance, or transfer, including without limitation those Common Shares issued pursuant to the Transaction Agreement.

(d) For purposes of Section 2 of this Division II, all determinations concerning changes in beneficial ownership, or the absence of any such change, shall be made by the Company or, at any time when a transfer agent is acting with respect to the Common Shares, by such transfer agent on the Company’s behalf. Written procedures designed to facilitate such determinations shall be established by the Company and refined from time to time. Such procedures shall provide, among other things, the manner of proof of facts that will be accepted and the frequency with which such proof may be required to be renewed. The Company and any transfer agent shall be entitled to rely on all information concerning beneficial ownership of the Common Shares coming to their attention from any source and in any manner reasonably deemed by them to be reliable, but neither the Company nor any transfer agent shall be charged with any other knowledge concerning the beneficial ownership of the Common Shares.

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(e) In the event of any stock split or stock dividend with respect to the Common Shares, each Common Share acquired by reason of such split or dividend shall be deemed to have been beneficially owned by the same person continuously from the same date as that on which beneficial ownership of the Common Share, with respect to which such Common Share was distributed, was acquired.

SECTION 3. No reference to any matter in this Division II shall be deemed to entitle any shareholder of the Company the right to vote thereon, consent thereto, grant a waiver or release in respect thereof, or take any other action with respect thereto.

SECTION 4. Each Common Share, whether at any particular time the holder thereof is entitled to exercise ten votes or one vote pursuant to Section 2 of this Division II, shall be identical to all other Common Shares in all respects, and together the Common Shares shall constitute a single class of shares of the Company.

FIFTH. (a) Unless the conditions set forth in clauses (1) through (4) of this paragraph (a) are satisfied, the affirmative vote of the holders of 85% of all shares of the Company entitled to vote in elections of Directors, considered for the purposes of this Article Fifth as one class, shall be required for the adoption or authorization of a business combination (as hereinafter defined) with any other entity (as hereinafter defined) if, as of the record date for the determination of shareholders entitled to notice thereof and to vote thereon, the other entity is the beneficial owner, directly or indirectly, of more than 30% of the outstanding shares of the Company entitled to vote in elections of Directors, considered for the purposes of this Article Fifth as one class. The 85% voting requirement set forth in the foregoing sentence shall not be applicable if:

(1) The cash, or fair market value of other consideration, to be received per share by holders of Common Shares of the Company in the business combination is at least an amount equal to (A) the highest per share price paid by the other entity in acquiring any of its holdings of the Common Shares of the Company plus (B) the aggregate amount, if any, by which 5% per annum of the per share price exceeds the aggregate amount of all dividends paid in cash, in each case since the date on which the other entity acquired the 30% interest;

(2) After the other entity has acquired a 30% interest and prior to the consummation of the business combination: (A) the other entity shall have taken steps to ensure that the Company’s Board of Directors included at all times representation by continuing director(s) (as hereinafter defined) proportionate to the shareholdings of the public holders of Common Shares of the Company not affiliated with the other entity (with a continuing director to occupy any resulting fractional board position); (B) the other entity shall not have acquired any newly issued shares, directly or indirectly, from the Company (except upon conversion of convertible securities acquired by it prior to obtaining a 30% interest or as a result of a pro rata share dividend or share split); and (C) the other entity shall not have acquired any additional outstanding Common Shares of the Company or securities convertible into Common Shares except as a part of the transaction that resulted in the other entity’s acquiring its 30% interest;

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(3) The other entity shall not have (A) received the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges, or other financial assistance or tax credits provided by the Company or (B) made any major change in the Company’s business or equity capital structure without in either case the approval of at least a majority of all the directors and at least two-thirds of the continuing directors, in either case prior to the consummation of the business combination; and

(4) A proxy statement responsive to the requirements of the Securities Exchange Act of 1934 shall have been mailed to public shareholders of the Company for the purpose of soliciting shareholder approval of the business combination and shall have contained at the front thereof, in a prominent place, any recommendations as to the advisability (or inadvisability) of the business combination that the continuing directors, or any of them, may choose to state and, if deemed advisable by a majority of the continuing directors, an opinion of a reputable investment banking firm as to the fairness (or not) of the terms of the business combination, from the point of view of the remaining public shareholders of the Company (the investment banking firm to be selected by a majority of the continuing directors and to be paid a reasonable fee for their services by the Company upon receipt of the opinion).

The provisions of this Article Fifth shall also apply to a business combination with any other entity that at any time has been the beneficial owner, directly or indirectly, of more than 30% of the outstanding shares of the Company entitled to vote in elections of Directors, considered for the purposes of this Article Fifth as one class, notwithstanding the fact that the other entity has reduced its shareholdings below 30% if, as of the record date for the determination of shareholders entitled to notice of and to vote on the business combination, the other entity is an “affiliate” of the Company (as hereinafter defined).

(b) As used in this Article Fifth, (1) the term “other entity” shall include any corporation, person, or other entity and any other entity with which it or its “affiliate” or “associate” (as defined below) has any agreement, arrangement, or understanding, directly or indirectly, for the purpose of acquiring, holding, voting, or disposing of shares of the Company, or that is its “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, together with the successors and assigns of those persons in any transaction or series of transactions not involving a public offering of the Company’s shares within the meaning of the Securities Act of 1933; (2) another entity shall be deemed to be the beneficial owner of any shares of the Company that the other entity (as defined above) has the right to acquire pursuant to any agreement or upon exercise of conversion rights, warrants, or options, or otherwise; (3) the outstanding shares of any class of the Company shall include shares deemed owned through application of clause (2) above but shall not include any other shares that may be issuable pursuant to any agreement or upon exercise of conversion rights, warrants, or options, or otherwise; (4) the term “business combination” shall include (A) the sale, exchange, lease, transfer, or other disposition by the Company of all, or substantially all, of its assets or business to any other entity, (B) the consolidation of the Company with or its merger into any other entity, (C) the merger into the Company of any other entity, and (D) a “combination” or “majority share acquisition” in which the Company is the “acquiring corporation” (as those terms are defined in Section 1701.01 of the Ohio Revised Code or any similar provision hereafter

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enacted) and its voting shares are issued or transferred to any other entity or to shareholders of any other entity, and the term “business combination” shall also include any agreement, contract, or other arrangement with another entity providing for any of the transactions described in (A) through (D) of this clause (4); (5) the term “continuing director” shall mean either a person who was a member of the Board of Directors of the Company elected by the public shareholders prior to the time when the other entity acquired in excess of 5% of the shares of the Company entitled to vote in the election of Directors, considered for the purposes of this Article Fifth as one class, or a person recommended to succeed a continuing director or by a majority of the continuing directors; and (6), for the purposes of clause (a)(1) of this Article Fifth, the term “other consideration to be received” shall mean Common Shares of the Company retained by its existing public shareholders in the event of a business combination with the other entity in which the Company is the surviving corporation.

(c) A majority of the continuing directors shall have the power and duty to determine for the purposes of this Article Fifth, on the basis of information known to them, whether (1) the other entity beneficially owns more than 30% of the outstanding shares of the Company entitled to vote in the election of Directors, (2) another entity is an “affiliate” or “associate” (as defined above) of another, or (3) another entity has an agreement, arrangement, or understanding with another.

(d) No amendment to the Articles of Incorporation of the Company shall amend; alter, change, or repeal any of the provisions of this Article Fifth unless the amendment effecting such amendment, alteration, change, or repeal receives the affirmative vote of the holders of 85% of all shares of the Company entitled to vote in the election of Directors, considered for the purposes of this Article Fifth as one class, except that this paragraph (d) shall not apply to, and the 85% vote shall not be required for, any amendment, alteration, change, or repeal recommended to the shareholders by the Board of Directors of the Company if the recommendation has been approved by at least a majority of all of the directors and by at least two-thirds of the continuing directors.

(e) Nothing contained in this Article Fifth shall be construed to relieve any other entity from any fiduciary obligation imposed by law.

SIXTH. Section 1701.831 of the Ohio Revised Code shall not apply to “control share acquisitions” of shares of the Company so long as Article Seventh hereof is in effect.

SEVENTH. The Control Share Acquisition provisions applicable to the shares of the Company, in lieu of those contained in Section 1701.831 of the Ohio Revised Code, are set forth in this Article Seventh.

(A) As used in this Article Seventh:

(1) (a) “Control Share Acquisition” means the acquisition, directly or indirectly, by any Person (as hereinafter defined) of shares of the Company (other than in accordance with the provisions of paragraph (1)(b) of this Section (A)) that, when added to all other shares of the Company in respect of which that person, directly or indirectly, may exercise or direct the exercise of voting power as provided herein, would entitle such Person, immediately after the acquisition, directly or indirectly, to exercise or direct the exercise of the voting power in the election of Directors of the Company of a number of the

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outstanding shares of the Company (as distinguished from the number of votes to which the holder of such shares is entitled) within any of the following ranges (each a “Range”):

(i) One-fifth or more but less than one-third of such outstanding shares,

(ii) One-third or more but less than a majority of such outstanding shares, and

(iii) A majority or more of such outstanding shares.

For the purposes of this definition, a bank, broker, nominee, trustee, or other person who acquires shares in the ordinary course of business for the benefit of others in good faith and not for the purpose of circumventing this Article Seventh shall, however, be deemed to have voting power only of shares in respect of which that person would be able to exercise or direct the exercise of votes without further instruction from others on the proposed Control Share Acquisition at the meeting of shareholders called under this Article Seventh.

(b) The acquisition of any shares of the Company does not constitute a Control Share Acquisition for the purposes of this Article Seventh if the acquisition is consummated:

(i) Prior to August 28, 1991;

(ii) Pursuant to a contract existing prior to August 28, 1991;

(iii) Under such circumstances that the acquisition does not result in the Person’s being entitled, immediately thereafter and for the first time, to exercise or direct the exercise of voting power in the election of Directors of a number of outstanding shares within the Range of one-fifth or more but less than one-third of such outstanding shares or within a Range higher than the Range applicable prior to the acquisition;

(iv) By bequest or inheritance, by operation of law upon the death of any individual, or by any other transfer without valuable consideration, including a gift that is made in good faith and not for the purpose of circumventing this Article Seventh;

(v) Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this Article Seventh; or

(vi) Pursuant to a merger, consolidation, combination, or majority share acquisition adopted or authorized by shareholder vote in compliance with the provisions of Section 1701.78 or 1701.79 of the Ohio Revised Code if the Company is the surviving or new corporation in the merger or consolidation or is the acquiring corporation in a combination or majority share acquisition.

The acquisition by any Person of shares of the Company in a manner described under this paragraph (1)(b) of this Section (A) shall be deemed a Control Share Acquisition authorized pursuant to this Article Seventh within the Range applicable after the acquisition, provided, in the case of an acquisition in a manner described under clause (1)(b)(iv) or (v) of this Section (A), the transferor of shares to that Person had previously obtained any authorization of shareholders

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required under this Article Seventh or under Section 1701.831 of the Ohio Revised Code in connection with that transferor’s acquisition of shares of the Company.

(c) The acquisition of shares of the Company in good faith and not for the purpose of circumventing this Article Seventh from any Person whose Control Share Acquisition had previously been authorized by shareholders, or from any Person whose previous acquisition of shares would have constituted a Control Share Acquisition but for paragraph (1)(b) of this Section (A), does not constitute a Control Share Acquisition unless that acquisition entitles the acquiring Person, directly or indirectly, to exercise or direct the exercise of voting power in the election of Directors of the Company of a number of shares in excess of the Range authorized by the shareholders or defined to be authorized under paragraph (1)(b) of this Section (A).

(2) “Person” includes, without limitation, a natural person, a corporation (whether nonprofit or for profit), a partnership, a limited liability company, an unincorporated society or association, and two or more persons having a joint or common interest.

(3) “Acquiring Person” means any Person who has delivered an Acquiring Person Statement to the Company pursuant to Section (B) of this Article Seventh.

(4) “Acquiring Person Statement” means a written statement that complies with Section (B) of this Article Seventh.

(5) “Interested Shares” means the shares of the Company in respect of which any of the following persons may exercise or direct the exercise of the voting power of the Company in the election of Directors;

(a) An Acquiring Person;

(b) Any officer of the Company elected or appointed by the Directors, provided, however, that shares which, as of the record date of any special meeting held pursuant to this Article Seventh, have been owned beneficially by such person for four or more years shall not be deemed to be “Interested Shares” for purposes of any vote at such meeting;

(c) Any employee of the Company who is also a Director, provided, however, that shares which, as of the record date of any special meeting held pursuant to this Article Seventh, have been owned beneficially by such person for four or more years shall not be deemed to be “Interested Shares” for purposes of any vote at such meeting; and

(d) Any Person that acquires such shares for valuable consideration during the period beginning with the date of the first public disclosure of a proposed Control Share Acquisition of the Company or any proposed merger, consolidation, or other transaction that would result in a change in control of the Company or all or substantially all of its assets, and ending on the record date established by the directors pursuant to Section 1701.45 of the Ohio Revised Code and Section (D) of this Article Seventh, if either of the following applies:

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(i) The aggregate consideration paid or given by the Person who acquired the shares, and any other Persons acting in concert with the Person, for all such shares exceeds two hundred fifty thousand dollars;

(ii) The number of shares acquired by the Person who acquired the shares, and any other Persons acting in concert with the Person, exceeds one-half of one per cent of the outstanding shares of the Company entitled to vote in the election of Directors.

(e) Any Person that transfers such shares for valuable consideration after the record date described in paragraph 5(d) of this Section (A) as to shares so transferred, if accompanied by the voting power in the form of a blank proxy, an agreement to vote as instructed by the transferee, or otherwise.

(2) If any part of this division is held to be illegal or invalid in application, the illegality or invalidity does not affect any legal and valid application thereof or any other provision or application of this Article Seventh that can be given effect without the invalid or illegal provision, and the parts and applications of this Article Seventh are severable.

(B) Any Person who proposes to make a Control Share Acquisition, or seeks to exercise one-fifth or more of the voting power of the Company under paragraph (a) of Division II of Article Fourth hereof, shall deliver an Acquiring Person Statement to the Company’s principal executive offices. The Acquiring Person Statement shall set forth all of the following to the extent appropriate to the authorization such Person is seeking:

(1) The identity of the Acquiring Person;

(2) A statement that the Acquiring Person Statement is given pursuant to this Article Seventh;

(3) The number and class of shares of the Company owned, directly or indirectly, by the Acquiring Person and the date or dates when such shares were acquired;

(4) The Range under which the proposed Control Share Acquisition would; if consummated, fall;

(5) A description in reasonable detail of the terms of the proposed Control Share Acquisition; and

(6) Representations of the Acquiring Person, together with a statement in reasonable detail of the facts upon which they are based, that the proposed Control Share Acquisition, if consummated, will not be contrary to law and that the Acquiring Person has the financial capacity to make the proposed Control Share Acquisition.

(C) Within ten days after receipt of an Acquiring Person Statement that complies with Section (B) of this Article Seventh, the Directors of the Company shall call a special meeting of shareholders of the Company for the purpose of voting on the proposed Control Share Acquisition. Unless the Acquiring Person agrees in writing to another date, the special meeting of shareholders

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shall be held within fifty days after receipt by the Company of the Acquiring Person Statement. If the Acquiring Person so requests in writing at the time of delivery of the Acquiring Person Statement, the special meeting shall be held no sooner than thirty days after receipt by the Company of the Acquiring Person Statement. The special meeting of shareholders shall not be held later than any other special meeting that is called, after receipt by the Company of the Acquiring Person Statement, in compliance with Section 1701.76, 1701.78, 1701.79 or 1701.83 of the Ohio Revised Code or this Article Seventh.

(D) Notice of the special meeting of shareholders shall be given, as promptly as reasonably practicable, to all shareholders of record, whether or not entitled to vote thereat, as of the record date fixed for the meeting. The notice shall include or be accompanied by the following:

(1) A copy of the Acquiring Person Statement delivered to the Company pursuant to this Article Seventh; and

(2) A statement by the Company, authorized by its Directors, of its position or recommendation, or that it is taking no position or making no recommendation, with respect to the proposed Control Share Acquisition.

(E) The Acquiring Person may make the proposed Control Share Acquisition if both of the following occur:

(1) The shareholders of the Company who hold shares entitling them to vote in the election of Directors authorize the acquisition at the special meeting held for that purpose at which a quorum is present by an affirmative vote of a majority of the voting power of the Company in the election of Directors represented at such meeting in person or by proxy and a majority of the portion of such voting power excluding the voting power of Interested Shares represented at the meeting in person or by proxy. A quorum shall be deemed to be present at such meeting if at least a majority of the voting power of the Company in the election of Directors is represented at the meeting in person or by proxy.

(2) The acquisition is consummated, in accordance with the terms so authorized, not later than three hundred sixty days following shareholder authorization of the Control Share Acquisition.

(F) As provided in Section 1701.48 of the Ohio Revised Code, no proxy appointed by or in connection with a shareholder authorization of a Control Share Acquisition is valid if it (1) provides that it is irrevocable or (2) is sought, appointed, and received other than (a) in accordance with all applicable requirements of the laws of the State of Ohio and of the United States and (b) separate and apart from the sale or purchase, contract or tender for sale or purchase, or request or invitation for tender for sale of purchase, of shares of the Company.

(G) Shares acquired in violation of this Article Seventh shall be subject to restrictions on transfer of such shares and such other provisions as may be contained in the Regulations of the Company.

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EIGHTH. No holder of shares of the Company of any class, as such, shall have any pre-emptive right to purchase or subscribe for shares of the Company, of any class, or other securities of the Company, of any class, whether now or hereafter authorized. No holder of shares of the Company of any class, as such, shall have any right to cumulate the voting power in respect of those shares in the election of Directors, and the right to cumulate the voting power of the holder as provided in Section 1701.55 of the Ohio Revised Code is hereby specifically denied to all holders of shares of any class of the Company.

NINTH. Subject to the last sentence of this Article NINTH, in an election of Directors, a candidate shall be elected only if the votes cast for the candidate exceed the votes cast against the candidate. Abstentions shall not be counted as votes cast for or against a candidate. Notwithstanding the foregoing, if the Directors determine that the number of candidates exceeds the number of Directors to be elected, then in that election, the nominees receiving the greatest number of votes shall be elected.

TENTH. The Company, by action of its directors and without action by its shareholders, may purchase its own shares in accordance with the provisions of Chapter 1701 of the Ohio Revised Code. Such purchases may be made either in the open market or at public or private sale, in such manner and amounts of any one class or any combination of classes, from such holder or holders of outstanding shares of the Company, and at such prices as the directors shall from time to time determine without regard to differences among the classes in price and other terms under which shares may be purchased or in relative number of shares that may be available for purchase.

ELEVENTH. These Amended Articles of Incorporation supersede the existing Amended Articles of Incorporation of the Company.

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Exhibit 3.2

THE J. M. SMUCKER COMPANY

ORRVILLE, OHIO 44667

AMENDED REGULATIONS

(As Amended August 14, 2013)

ARTICLE I

S HAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of shareholders of the Company for the election of directors, the consideration of reports made before the meeting, and the transaction of such other business as may be specified in the notice of the meeting or as may properly be brought before the meeting shall be held at the principal office of the Company in Orrville, Ohio, or at such other place either within or without the State of Ohio as may be designated by the Company’s Board of Directors (the “Board” or the “Board of Directors”) or by the President and specified in the notice of such meeting at ten o’clock a.m., or at such other time as may be designated by the Board of Directors or by the President and specified in the notice of the meeting, on the third Friday of August or such other date specified in the notice of the meeting. The Board of Directors may postpone and reschedule any previously scheduled annual meeting of the shareholders.

SECTION 2. Special Meeting. Special meetings of the shareholders of the Company may be held on any business day, when called by the Chairman of the Board, or the President, or by a majority of the members of the Board of Directors acting with or without a meeting, or by the persons who hold twenty-five percent of all the shares outstanding and entitled to vote thereat. Such meetings shall be called to convene between nine o’clock a.m. and four o’clock p.m. and shall be held at the principal office of the Company, unless the same is called by the Board of Directors, in which case such meetings may be held at any place in the State of Ohio designated by the Board and specified in the notice of such meeting. The Board of Directors may postpone and reschedule any previously scheduled special meeting of the shareholders.

SECTION 3. Notice of Meetings. Not less than ten days before the date fixed for a meeting of shareholders, written notice of the time, place, and purposes of such meeting shall be given by the Secretary, or by the Assistant Secretary, or by any other person or persons required or permitted by law to give such notice. The notice shall be served upon or mailed to each shareholder entitled to vote at or to notice of the meeting who is of record as of the day next preceding the day on which notice is given or, if a record date thereafter is duly fixed, of record as of said date; if mailed, the notice shall be directed to the shareholders at their respective addresses as they appear upon the records of the Company. Notice of the time, place, and purpose of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholder entitled to notice, which writing shall be filed with or entered upon the records of the meeting. The attendance of any shareholder at any such

meeting without protesting the lack of proper notice shall be deemed to be a waiver of notice of such meeting.

SECTION 4. Quorum. Except as may be otherwise provided by law or by the Amended Articles of Incorporation of the Company (the “Articles of Incorporation”), at any meeting of the shareholders, the holders of shares entitled to exercise a majority of the voting power of the Company and present in person or by proxy shall constitute a quorum for such meeting; except that no action required by law or by the Articles of Incorporation or these Regulations to be taken by a specified proportion of the voting power of the Company or of any class of shares may be taken by a lesser proportion; and except that the holders of shares entitled to exercise a majority of the voting power of the Company represented thereat, whether or not a quorum is present, may adjourn such meeting from time to time if any meeting is adjourned to another time or place, no notice as to such adjourned meeting need be given other than by an announcement at the meeting at which such adjournment is taken.

SECTION 5. Proxies. Every proxy must be in a form permitted by chapter 1701 of the Ohio Revised Code. A shareholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Company of a verifiable notification of revocation or a later appointment.

SECTION 6. Approval and Ratification of Acts of Officers and Directors. Except as otherwise provided by the Articles of Incorporation or by law, any contract, act or transaction, prospective or past, of the Company, or of the directors, or of the officers may be approved or ratified by the affirmative vote at a meeting of the shareholders, or by the written consent, with or without a meeting, of the holders of record of shares entitling them to exercise a majority of the voting power of the Company, and such approval or modification shall be as valid and binding as though affirmatively voted for or consented to by every shareholder of the Company.

SECTION 7. Order of Business . (a) The Chairman of the Board, or such other officer of the Company designated by a majority of the total number of directors that the Company would have if there were no vacancies on the Board of Directors (such number being referred to as the “Whole Board”), will call meetings of shareholders to order and will act as presiding officer thereof. Unless otherwise determined by the Board of Directors prior to the meeting, the presiding officer of the meeting of shareholders will also determine the order of business and have the authority in his or her sole discretion to regulate the conduct of any such meeting including, without limitation, by imposing restrictions on the persons (other than shareholders of the Company or their duly appointed proxies) who may attend any such shareholders’ meeting, by ascertaining whether any shareholder or his proxy may be excluded from any meeting of shareholders based upon any determination by the presiding officer, in his sole discretion, that any such person has unduly disrupted or is likely to disrupt the proceedings of the meeting, and by determining the circumstances in which any person may make a statement or ask questions at any meeting of shareholders.

(b) At an annual meeting of the shareholders, only such business will be conducted or considered as is properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given in accordance with Article I, Section 3 of these Regulations, or (ii) otherwise properly

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brought before the meeting by (A) the presiding officer or by or at the direction of a majority of the Whole Board, or (B) any shareholder of the Company who (1) was a shareholder of record at the time of giving of notice provided for herein and at the time of the annual meeting, (2) is entitled to vote at the annual meeting and (3) complies with the notice procedures set forth herein as to such business or nomination. Except as expressly contemplated by Section 7(k) of this Article I, clause (ii)(B) hereof shall be the exclusive means for a shareholder to make nominations or submit other business.

(c) Without qualification, for any nominations or any other business to be properly brought before an annual meeting by a shareholder pursuant to Article I, Section 7(b)(ii)(B) the shareholder must have given timely notice thereof in writing to the Secretary and such other business must otherwise be a proper matter for shareholder action. To be timely, a shareholder’s notice shall be delivered to the Secretary at the principal executive offices of the Company not earlier than the close of business on the 120th day, and not later than the close of business on the 90th day, prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for giving of a shareholder’s notice as described above. To be in proper form, a shareholder’s notice (whether given pursuant to this Section 7(c) or Section 7(d) hereinafter) to the Secretary must (i) set forth, as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (A) (1) the name and address of such shareholder, as they appear on the Company’s books, and of such beneficial owner, if any, (2) if such shareholder or beneficial owner, if any, is not a natural person, the identity of the natural person or persons associated with such shareholder or beneficial owner responsible for the formulation of and decision to propose the business to be brought before the annual meeting (such person or persons, the “Responsible Person”), the manner in which such Responsible Person was selected, any fiduciary duties owed by such Responsible Person to the equity holders or other beneficiaries of such shareholder or beneficial owner, the qualifications and background of such Responsible Person and any material interests or relationships of such Responsible Person that are not shared generally by the other record or beneficial holders of the shares of any class or series of the Company and that reasonably could have influenced the decision of such shareholder or beneficial owner to propose such business to be brought before the annual meeting, and (3) if such shareholder or beneficial owner, if any, is a natural person, the qualifications and background of such natural person and any material interests or relationships of such natural person that are not shared generally by the other record or beneficial holders of the shares of any class or series of the Company and that reasonably could have influenced the decision of such shareholder or beneficial owner to propose such business to be brought before the annual meeting, (B) (1) the class or series and number of shares of the Company which are, directly or indirectly, owned beneficially and of record by such shareholder and such beneficial owner, (2) any option, warrant, convertible security, stock appreciation right,

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or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Company or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such shareholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company, (3) any proxy, contract, arrangement, understanding, or relationship pursuant to which such shareholder has a right to vote any shares of any security of the Company, (4) any short interest in any security of the Company (for purposes hereof, a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (5) any rights to dividends on the shares of the Company owned beneficially by such shareholder that are separated or separable from the underlying shares of the Company, (6) any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such shareholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, (7) any performance-related fees (other than an asset-based fee) that such shareholder is entitled to based on any increase or decrease in the value of shares of the Company or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such shareholder’s immediate family sharing the same household (which information shall be supplemented by such shareholder and beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), (8) any direct or indirect interest of such shareholder in any contract with the Company, any affiliate of the Company (including any employment agreement, collective bargaining agreement or consulting agreement), or any principal competitor of the Company, (9) any pending or threatened litigation in which such shareholder is a party or material participant involving the Company or any of its officers or directors, or any affiliate of the Company, and (10) any material transaction occurring during the prior twelve months between such shareholder, on the one hand, and the Company, any affiliate of the Company or any principal competitor of the Company, on the other hand, and (C) any other information relating to the shareholder or beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder; (ii) if the notice relates to any business other than a nomination of a director or directors that the shareholder proposes to bring before the meeting, set forth (A) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such shareholder and beneficial owner, if any, in such business and (B) a description of all agreements, arrangements and understandings between such shareholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such shareholder, including a summary of any material discussions regarding the business proposed to be brought before the meeting between or among such shareholder and beneficial owner, if any, and any other such person or persons; (iii) set forth, as to each person, if any, whom the shareholder proposes to nominate for election or re-election to the Board (A) all

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information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to be named in the proxy statement as a nominee and to serve as a director if elected) and (B) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and (iv) with respect to each nominee for election or re-election to the Board, include a completed and signed questionnaire, representation and agreement required by Section 7(l) hereof. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee.

(d) Notwithstanding anything in the second sentence of Section 7(c) herein to the contrary, in the event that the number of directors to be elected to the Board is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required herein shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the 10th day following the day on which such public announcement is first made by the Company.

(e) The provisions of this Article I, Section 7 with respect to notices of intent to nominate a candidate for election at an annual meeting (including the timing required for the notice and the information required to be provided) shall not apply to a prospective nomination as to which a notice of intent for the shareholder to receive access to the form of proxy and proxy statement of the Board of Directors is received in accordance with Rule 14a-11 of the Exchange Act to the extent, and only to the extent, it is not feasible to comply with both requirements or the effectiveness of this Article I, Section 7 to such prospective nomination is as a matter of law superseded by Rule 14a-11. If notice is provided under Rule 14a-11 and the effectiveness of this Article I, Section 7 to a prospective nomination so notified is superseded in part by Rule 14a-11 but this Article I, Section 7 remains applicable in part, the notifying shareholder shall comply with the requirements of this Section 7 not so superseded to the extent reasonably practicable.

(f) At a special meeting of shareholders, only such business may be conducted or considered as is properly brought before the meeting. To be properly brought before a special meeting, business must be (i) specified in the notice of the meeting (or any supplement thereto)

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or (ii) otherwise brought before the meeting by the presiding officer or by or at the direction of a majority of the Whole Board.

(g) Nominations of persons for election to the Board may be made at a special meeting of shareholders at which directors are to be elected pursuant to the Company’s notice of meeting (i) by or at the direction of the Board or (ii) provided that the Board has determined that directors shall be elected at such meeting, by any shareholder of the Company who (A) is a shareholder of record at the time of giving notice provided for herein and at the time of the special meeting, (B) is entitled to vote at the meeting, and (C) complies with the notice procedures set forth in Section 7(c) of this Article I as to such nomination. In the event the Company calls a special meeting of shareholders for the purpose of electing one or more directors to the Board, any such shareholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Company’s notice of meeting, if the shareholder’s notice required by Section 7(c) of this Article I with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 7(l) of this Article I) shall be delivered to the Secretary at the principal executive offices of the Company not earlier than the close of business on the 120th day prior to the date of such special meeting and not later than the close of business on the later of the 90th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above.

(h) Only such persons who are nominated in accordance with the procedures set forth in this Article I, Section 7 shall be eligible to be elected at an annual or special meeting of shareholders of the Company to serve as directors and only such other business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Article I, Section 7. Except as otherwise provided by law, the Articles of Incorporation or these Regulations, the person presiding at the meeting of shareholders shall have the power (i) to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Article I, Section 7 and (ii) if any proposed nomination or other business was not made or proposed in compliance with this Article I, Section 7, to declare that no action shall be taken on such nomination or other proposal and that such nomination shall be disregarded or that such proposed other business shall not be transacted. Notwithstanding the foregoing provisions of this Article I, Section 7, if the shareholder (or a qualified representative of the shareholder) does not appear at the annual or special meeting of shareholders of the Company to present a nomination or other business, such nomination shall be disregarded and such proposed other business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Company. For purposes of this Article I, Section 7, to be considered a qualified representative of a shareholder, a person must be a duly authorized officer, manager or partner of such shareholder or must be authorized by a writing executed by such shareholder or an electronic transmission delivered by such shareholder to act for such shareholder as proxy at the meeting of shareholders

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and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of shareholders.

(i) For purposes of this Article I, Section 7, “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(j) Notwithstanding the foregoing provisions of this Article I, Section 7, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Article I, Section 7; provided, however, that any references in these Regulations to particular provisions of the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements under the Exchange Act applicable to nominations or proposals as to any other business to be considered pursuant to this Article I, Section 7 but, in addition to satisfying any such requirements, compliance with this Article I, Section 7 shall be the exclusive means for a shareholder to make nominations or submit other business, as applicable (other than business properly brought before a meeting after inclusion in the proxy statement of the Board of Directors under and in compliance with Rule 14a-8 of the Exchange Act, as amended from time to time).

(k) Nothing in these Regulations shall limit any rights (i) of shareholders to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 of the Exchange Act, or (ii) of the holders of any class or series of stock having a preference over the common stock of the Company as to dividends or upon liquidation to elect directors in accordance with the Articles of Incorporation. Nothing in these Regulations shall be construed to permit any shareholder, or give any shareholder the right, to include or have disseminated or described in the Company’s proxy statement, any nomination of director or directors or any other business proposal (but shareholders shall have such rights to the extent separately provided by Rules 14a-8 and 14a-11 under the Exchange Act).

(l) To be eligible to be a nominee for election or reelection as a director of the Company, a person must deliver (in accordance with the time periods prescribed for delivery of notice under this Article I, Section 7) to the Secretary at the principal executive offices of the Company a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf his nomination is being made (which questionnaire shall be provided by the Secretary upon written request), and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (i) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Company, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Company, (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (iii) except to the extent specifically identified therein, would be in

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compliance, if elected as a director of the Company, and will comply, with all applicable corporate governance, conflict of interest, confidentiality and trading policies and guidelines applicable to directors of the Company publicly disclosed to the date of such statement.

ARTICLE II

B OARD OF D IRECTORS

SECTION 1. Number and Classification; Election Term of Office. The total number of directors of the Company shall be fixed at 13. Subject to the other provisions of this Section 1, the Board of Directors is and shall remain divided into three classes, with the directors in each class serving for a term expiring at the third annual meeting of the shareholders held after their election. Each class shall consist of such number of directors, not fewer than three, (a) as the shareholders at any meeting of shareholders called for the purpose of electing directors of which a quorum is present, by the affirmative vote of the holders of a majority of the shares represented at the meeting and entitled to vote on the proposal may determine, or (b) as the directors, by the vote of a majority of the directors then in office may determine, except that after the number of directors in any class has been fixed by the shareholders, the directors may not increase or decrease that number by more than two. The terms of the members of the Board of Directors shall be as follows: (i) at the annual meeting of the shareholders to be held in 2014, the directors whose terms expire at that meeting or such directors’ successors shall be elected to hold office for a term expiring at the annual meeting of the shareholders to be held in 2015; (ii) at the annual meeting of the shareholders to be held in 2015, the directors whose terms expire at that meeting or such directors’ successors shall be elected to hold office for a term expiring at the annual meeting of the shareholders to be held in 2016; and (iii) at the annual meeting of the shareholders to be held in 2016 and at each annual meeting of the shareholders thereafter, all directors shall be elected to hold office for a term expiring at the next annual meeting of the shareholders. The classification of the Board of Directors shall terminate at the annual meeting of the shareholders to be held in 2016 and all directors shall be elected in accordance with clause (iii) above.

SECTION 2. Vacancies. In the event of the occurrence of any vacancy or vacancies in the Board of Directors, however caused, the remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any such vacancy for the balance of the unexpired term.

SECTION 3. Organization Meeting. Immediately after each annual meeting of the shareholders, the newly elected Board of Directors shall hold an organization meeting at the same place for the purpose of electing officers and transacting any other business. Notice of such meeting need not be given.

SECTION 4. Regular Meetings. Regular meetings of the Board of Directors may be held at such times and places within or without the State of Ohio as may be provided for in by-laws or resolutions adopted by the Board of Directors and upon such notice, if any, as shall be so provided.

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SECTION 5. Special Meetings. Special meetings of the Board of Directors may be held at any time within or without the State of Ohio upon call by the Chairman of the Board or the President or a Vice President or any two directors. Notice of each such meeting shall be given to each director by letter or electronic communication or in person not less than three days prior to such meeting, provided, however, that attendance of any director at any such meeting without protesting the lack of proper notice shall be deemed to be a waiver of notice of such meeting and such notice may be waived in writing, either before or after the invoking of such meeting, by any director, which writing shall be filed with or entered upon the records of the meeting. Unless otherwise indicated in the notice thereof, any business may be transacted at any organization, regular, or special meeting.

SECTION 6. Quorum. A quorum of the Board of Directors shall consist of a majority of other members of the Board of Directors then in office; provided that any organization meeting or other meeting duly held, whether a quorum is present or otherwise, may, by vote of a majority of the directors present at the meeting, adjourn from time to time and place to place without notice other than by announcement at the meeting. At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a majority vote of those present except as in these Regulations otherwise expressly provided.

SECTION 7. Committees. The Board of Directors may at any time appoint from its members an Executive, Finance or any other committee or committees, consisting of such number of members as the Board may deem advisable, each of which member shall hold office during the pleasure of the Board. Any such committee shall act only in the intervals between meetings of the Board and shall have such powers as may, from time to time, be delegated by the Board, except the power to fill vacancies in the Board or in any committee of the board. Subject to the aforesaid exception, any person dealing with the Company shall be entitled to rely upon any act of, or authorization of an act by, such committee to the same extent as if such action had been taken or authorized by the Board of Directors. Each committee shall keep full and complete records of all meetings and actions, which shall be open to inspection by the Board of Directors. Unless otherwise ordered by the Board of Directors, any such committee may prescribe its own rules for calling and holding meetings, and for its own method of procedure, and may act by a majority of its members at a meeting or without a meeting by a writing signed by all of its members.

SECTION 8. By-Laws. The Board of Directors may adopt By-Laws for its own government, not inconsistent with the Articles of Incorporation or these Regulations.

ARTICLE III

O FFICERS

SECTION 1. Election and Designation of Officers. The Board of Directors, at its organization meeting, may elect a Chairman of the Board and shall elect a President, one or more Vice Presidents, a Secretary, a Treasurer, and in its discretion, an Assistant Secretary or Secretaries, an Assistant Treasurer or Treasurers, and such other officers as the Board may deem necessary. The Chairman of the Board and the President shall be directors, but no one of the

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other officers need be a director; provided, however , that a Vice President who is not a director shall not succeed the office of President. Any two or more of such offices, except those of President and Vice President, or Secretary and Assistant Secretary, or Treasurer and Assistant Treasurer, may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity, if such instrument is required to be executed, acknowledged or verified by two or more officers.

SECTION 2. Term of Office; Vacancies. The officers of the Company shall hold office until the next organization meeting of the Board of Directors and until their successors are elected, except in case of resignation, death or removal. The Board of Directors may remove any officer at any time with or without cause by a majority vote of the Whole Board. A vacancy in any office, however created, may be filled by election by the Board of Directors.

SECTION 3. Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and shall have such power and duties as may be prescribed by the Board of Directors.

SECTION 4. President. Subject to directions of the Board of Directors, the President shall have general executive supervision over the property, business, and affairs of the Company. He may execute all authorized deeds, mortgages, bonds, contracts, and other obligations in the name of the Company and shall have such other power and duties as may be prescribed by the Board of Directors.

SECTION 5. Vice Presidents. The Vice Presidents in the order designated shall perform all of the duties of the President in case of the absence or disability of the latter or when circumstance prevent the latter from acting, together with such other duties as the Board of Directors may prescribe. The power of such Vice Presidents to execute all authorized deeds, mortgages, bonds, contracts, and other obligations in the name of the Company shall be coordinated with like powers of the President and any such instrument so executed by any of such Vice Presidents shall be as valid and binding as though executed by the President.

SECTION 6. Secretary. The Secretary shall keep the minutes of meetings of the shareholders and the Board of Directors. He shall keep such books as may be required by the Board of Directors, shall give notices of shareholders and directors meetings required by law, or by these Regulations, or otherwise, and have such other powers and duties as the Board of Directors may prescribe.

SECTION 7. Treasurer. The Treasurer shall receive and have in charge all money, bills, notes, bonds, stocks in other corporations, and similar property belonging to the Company, and shall do with the same as may be ordered by the Board of Directors. He shall keep accurate financial accounts and hold the same open for the inspection and examination of the directors. On the expiration of his term of office, he shall turn over to his successor, or to the Board of Directors, all property, books, papers, and money of the Company in his hands.

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SECTION 8. Other Officers. The Assistant Secretaries, Assistant Treasurers, if any, and any other officers that the Board of Directors may elect shall have such power and duties as the Board of Directors may prescribe.

SECTION 9. Delegation of Duties. The Board of Directors is authorized to delegate the duties of any officer to any other officer and generally to control the action of the officers and to require the performance of duties in addition to those mentioned herein.

ARTICLE IV

C OMPENSATION

SECTION 1. Directors and Members of Committees. Members of the Board of Directors and members of any committees of the Board shall, as such, receive such compensation, which may be either a fixed sum for attendance at each meeting of the Board, or at each meeting of the committee, or stated compensation payable at intervals, or shall otherwise be compensated as may be determined by the Board of Directors or any committee or the Board, which compensation may be in different amounts for various members of the Board or any committee; provided, however , that no director shall receive compensation as such, or as a member of any committee who is receiving compensation on a full-time basis from the Company either as an officer or an employee. No member of the Board of Directors and no member of any committee of the Board shall be disqualified from being counted in the determination of a quorum at any meeting of either the Board or a committee of the Board by reason of the fact that matters affecting his own compensation as a director, member or a committee of the Board, officer, or employee are to be determined, or shall be disqualified from acting other than on matters directly relating to such member’s own compensation.

SECTION 2. Officers and Employees. The compensation of officers and employees of the Company, or the method of fixing such compensation, shall be determined by or pursuant to authority conferred by the Board of Directors or any committee of the Board of Directors. Such compensation may be by way of fixed salary, or on the basis of earnings of the Company, or any combination thereof, or otherwise, as may be determined from time to time by the Board of Directors or any committee of the Board.

ARTICLE V

I NDEMNIFICATION OF D IRECTORS AND O FFICERS

SECTION 1. Right of Indemnification . Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she is or was a director or an officer of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving

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as a director, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent permitted or required by the Ohio General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this Article V with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Directors.

SECTION 2. Right to Advancement of Expenses . The right to indemnification conferred in Section 1 of this Article V shall include the right to be paid by the Company the expenses (including, without limitation, attorneys’ fees and expenses) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Ohio General Corporation Law so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Article V, Section 2 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in Sections 1 and 2 of this Article V shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

SECTION 3. Right of Indemnitee to Bring Suit . If a claim under Section 1 or 2 of this Article V is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Ohio General Corporation Law. Neither the failure of the Company (including its Board of Directors, independent legal counsel or shareholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the

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Ohio General Corporation Law, nor an actual determination by the Company (including its Board of Directors, independent legal counsel or shareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article V or otherwise shall be on the Company.

SECTION 4. Non-Exclusivity of Rights . The rights to indemnification and to the Advancement of Expenses conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Articles of Incorporation, By-Laws, agreement, vote of shareholders or disinterested directors or otherwise.

SECTION 5. Insurance . The Company may maintain insurance, at its expense, to protect itself and any director, trustee, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Ohio General Corporation Law.

SECTION 6. Indemnification of Employees and Agents of the Company . The Company may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the Advancement of Expenses to any employee or agent of the Company to the fullest extent of the provisions of this Article V with respect to the indemnification and Advancement of Expenses of directors and officers of the Company.

SECTION 7. Limitation of Liability .

(a) No person shall be found to have violated his or her duties to the Company as a director of the Company in any action brought against such director (including actions involving or affecting any of the following: (i) a change or potential change in control of the Company; (ii) a termination or potential termination of his or her service to the Company as a director; or (iii) his or her service in any other position or relationship with the Company), unless it is proven by clear and convincing evidence that the director has not acted in good faith, in a manner he or she reasonably believes to be in or not opposed to the best interests of the Company, or with the care that an ordinarily prudent person in a like position would use under similar circumstances. Notwithstanding the foregoing, nothing contained in this paragraph (a) limits relief available under Section 1701.60 of the Ohio Revised Code.

(b) In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, that are prepared or presented by: (i) one or more directors, officers or employees of the Company whom the director reasonably believes are reliable and competent in the matters prepared or presented; (ii) counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person’s professional or expert competence; or (iii) a

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committee of the directors upon which he or she does not serve, duly established in accordance with the provisions of these Regulations, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

(c) A director in determining what he or she reasonably believes to be in the best interests of the Company shall consider the interests of the Company’s shareholders and, in his or her discretion, may consider (i) the interests of the Company’s employees, suppliers, creditors and customers; (ii) the economy of the state and nation; (iii) community and societal considerations; and (iv) the long-term as well as short-term interests of the Company and its shareholders, including the possibility that these interests may be best served by the continued independence of the Company.

(d) A director shall be liable in damages for any action he or she takes or fails to take as a director only if it is proven by clear and convincing evidence in a court of competent jurisdiction that his or her action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company. Notwithstanding the foregoing, nothing contained in this paragraph (d) affects the liability of directors under Section 1701.95 of the Ohio Revised Code or limits relief available under Section 1701.60 of the Ohio Revised Code.

ARTICLE VI

R ECORD D ATES

The Board of Directors may fix a date, which shall not be a past date and which shall be not more than sixty days preceding the date of any meeting of shareholders, or the date fixed for the payment of any dividend or distribution, or the date for the allotment of rights, or (subject to contract rights with respect thereto) the date when any change or conversion or exchange of shares shall be made or go into effect, or the date as of which written consents, waivers, or releases are to be obtained from shareholders, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting, or any adjournments thereof, or entitled to receive payment of any such dividend, distribution, or allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange of shares, or to execute consents, waivers, or releases, and in such case, only shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meetings, or any adjournments thereof, or to receive payment of such dividend, distributions, or allotments of rights, or to exercise such rights, or to execute such consents, waivers, or releases, as the case may be, notwithstanding any transfer of any shares on the books of the Company after any record date fixed as aforesaid. The Board of Directors may close the books of the Company against transfers of shares during the whole or any part of such period, including the time of such meeting of the shareholders or any adjournments thereof.

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ARTICLE VII

C ERTIFICATES F OR S HARES

SECTION 1. Form of Certificates and Signatures. Certificates for shares shall be in such form as the Board of Directors may from time to time prescribe. Such certificates shall be signed by the Chairman of the Board, or the President, or a Vice President, and by the Secretary, or an Assistant Secretary, or the Treasurer, or an Assistant Treasurer of the Company, and shall certify the number and class of shares held by the respective shareholders in such Company. When such certificate is countersigned by an incorporated transfer agent or registrar, the signature of any of said officers of the Company may be facsimile, engraved, stamped, or printed. Although any officer of the Company whose manual or facsimile signature is affixed to a share certificate shall cease to be such officer before the certificate is delivered, such certificate nevertheless shall be effective in all respects when delivered.

SECTION 2. Transfer of Shares. Shares of the Company shall be transferable upon the books of the Company by the holders thereof, in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares of the same class or series, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signature to such assignment and power of transfer as the Company or its agent may reasonably require.

Notwithstanding the foregoing, unless the conditions set forth in sections (B) through (E) of Article Seventh of the Articles of Incorporation have been satisfied, no transfer of shares of the Company to which such conditions were applicable shall be effective as to the Company, the transferor, or the transferee. Any Person (as such term is defined in paragraph (2) of Section (A) of such Article Seventh) who acquires or attempts to acquire shares of the Company in violation of such Article Seventh shall have no right to vote any of such shares of the Company on any manner to be submitted to the vote of the shareholders; in addition, those shares of the Company acquired in violation of such Article Seventh shall, at the option of the directors of the Company, be subject to redemption, in whole or in part, by the Company at a purchase price per share equal to the lesser of (a) the price paid by the Person in acquiring the shares of the Company in violation of such Article Seventh and (b) the arithmetic average of the daily closing sale prices for shares of the same class or series traded on a national securities exchange or in the over-the-counter market for the ten trading days preceding (i) the date on which the Person, in violation of such Article Seventh, acquired the first of the shares of the Company or (ii), if applicable, the date on which the Person publicly announced his or her intention to acquire beneficial ownership of shares in a Control Share Acquisition (as such term is defined in such Article Seventh), whichever compensation produces the lower average.

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ARTICLE VIII

A MENDMENT TO R EGULATIONS

These Regulations may be amended (a) by the affirmative vote of the shareholders of record entitled to exercise a majority of the voting power on such proposal or (b) to the extent permitted by Chapter 1701 of the Ohio General Corporation Law, by the Board of Directors.

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Exhibit 12

The J. M. Smucker Company

Computation of Ratio of Earnings to Fixed Charges

(in millions of dollars)


	July 31, 2013
	Three Months Ended
Earnings before fixed charges:
Income before income taxes	$	189.5
Total fixed charges		29.8
Less: capitalized interest		(0.7	)

Earnings available for fixed charges	$	218.6
Fixed charges:
Interest and other debt expense, net of capitalized interest	$	24.0
Capitalized interest		0.7
Estimated interest portion of rent expense (a)		5.1

Total fixed charges	$	29.8
Ratio of earnings to fixed charges		7.3

(a)	For purposes of this calculation, management estimates approximately one-third of rent expense is representative of interest expense.

Exhibit 31.1

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

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

(1)

I have reviewed this quarterly report on Form 10-Q 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 officer 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:

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;

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;

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

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 officer 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):

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

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: August 28, 2013

/s/ Richard K. Smucker

Name: Richard K. Smucker

Title: Chief Executive Officer

Exhibit 31.2

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

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

(1)

I have reviewed this quarterly report on Form 10-Q of The J. M. Smucker Company;

(2)

(3)

(4)

(5)

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: August 28, 2013

/s/ Mark R. Belgya

Name: Mark R. Belgya

Title: Senior Vice President and

Chief Financial Officer

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 Quarterly Report on Form 10-Q of The J. M. Smucker Company (the “Company”) for the quarter ended July 31, 2013, 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/ Richard K. Smucker

Name: Richard K. Smucker

Title: Chief Executive Officer

/s/ Mark R. Belgya

Name: Mark R. Belgya

Title: Senior Vice President and

Chief Financial Officer

Date: August 28, 2013

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.