8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): March 19, 2020

The J. M. Smucker Company

(Exact Name of Registrant as Specified in Charter)

Ohio	001-05111	34-0538550
(State or Other Jurisdiction<br>of Incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)
One Strawberry Lane
---	---	---	---
Orrville,	Ohio	44667-0280
(Address of Principal <br>Executive Offices)			(Zip Code)

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

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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

Title of each class	Trading symbol	Name of each exchange on <br>which registered
Common Shares, no par value	SJM	New York Stock Exchange

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events.

On March 19, 2020, The J. M. Smucker Company (the “Company”) sent a letter to the Company’s retail customers to provide an update on the business impacts of the rapidly evolving COVID-19 outbreak. A copy of the letter issued by the Company, dated March 19, 2020, is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Cautionary Statement Regarding Forward-Looking Statements

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

•the impact of the COVID-19 outbreak on the Company’s business, suppliers, consumers, customers, and employees;

•disruptions or inefficiencies in the supply chain, including any impact of the COVID-19 outbreak;

•the ability to achieve cost savings related to the Company’s cost management programs in the amounts and within the time frames currently anticipated;

•the ability to generate sufficient cash flow to meet the Company’s cash deleveraging objectives;

•volatility of commodity, energy, and other input costs;

•risks associated with derivative and purchasing strategies the Company employs to manage commodity pricing and interest rate risks;

•the availability of reliable transportation on acceptable terms;

•the ability to implement and realize the full benefit of price changes, and the impact of the timing of the price changes to profits and cash flow in a particular period;

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

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

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

•the impact of accidents, extreme weather, and natural disasters;

•the concentration of certain of the Company’s businesses with key customers and suppliers, including single-source suppliers of certain key raw materials and finished goods, and the Company’s ability to manage and maintain key relationships;

•the timing and amount of capital expenditures and share repurchases;

•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, including tariffs;

•the outcome of tax examinations, changes in tax laws, and other tax matters;

•foreign currency and interest rate fluctuations; and

•risks related to other factors described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2019.

Readers are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information contained in this Current Report on Form 8-K. The Company undertakes no obligation to update or revise these forward-looking statements to reflect new events or circumstances.

Item 9.01  Financial Statements and Exhibits.

(d)Exhibits

Exhibit<br><br>Number	Exhibit<br><br>Description
99.1	Letter sent to retail customers on March 19, 2020.
101.INS	XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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
104	The cover page of this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

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

THE J. M. SMUCKER COMPANY
By:	/s/ Jeannette L. Knudsen
	Name: Jeannette L. Knudsen
	Title:   Chief Legal and Compliance Officer and <br> Secretary

Date:  March 19, 2020

4

Document

March 19, 2020

Dear Valued Customer:

Thank you for your partnership as we all navigate the unfortunate and unique situation driven by COVID-19. We are managing our business from all relevant standpoints, including partnering with our suppliers, confirming we retain our high manufacturing quality standards, closely collaborating with you and ensuring employee wellness.

We value our relationship and, therefore, feel it is important to proactively communicate what we are seeing in our businesses, the steps we are taking and any potential impact to you.

What steps is The J.M. Smucker Company taking to manage employee wellness?

Like many organizations, we have taken steps to help limit the spread of COVID-19. Those currently include:

•Eliminating international travel and restricting domestic travel in accordance with federal and local guidelines

•Limiting visits to our facilities and confirming our health expectations with those organizations that must visit our facilities

•Encouraging appropriate social distancing and reinforcing our GMP and hygiene standards

•Strongly encouraging employees to work from home when feasible

•Thoroughly sanitizing our workplaces with medical-grade supplies based on guidelines from federal and local health organizations

Additionally, we have formal processes in place to quarantine employees who have tested positive for COVID-19, have recently visited geographies where the virus is widespread, or believe they have come in contact with someone who has the virus.

What is The J.M. Smucker Company doing to address the impact of COVID-19 on its business?

We understand the importance of providing a steady supply of food for consumers and their pets, particularly in uncertain times like these. That’s why we are acting quickly and aggressively. Some of the key steps we are taking include:

•Leveraging our relationships with suppliers to maintain a consistent supply of ingredients and packaging materials

•Maximizing the production capacity at our manufacturing facilities and increasing the number of appointments at our distribution centers

•Prioritizing production of our most demanded items

•Working with federal and local government officials to ensure they understand the importance of allowing us to continue supplying you with products

•Ensuring our employees have the appropriate support to react quickly to mitigate anything that could impact our ability to meet customer and consumer needs

How is The J.M. Smucker Company managing the impact of COVID-19 on each of its strategic business areas?

Here is some information about how we are currently managing each of our U.S. retail businesses:

Consumer Foods

Current Operations Status

All manufacturing facilities are currently able to produce products that are in high demand; however, our facilities are nearing or at full production capacity.

Actions We’re Taking

As you know, we have experienced unprecedented demand for peanut butter and are currently allocating supply to assist customers in maximizing shelf presence during this time. As a result, the following actions are being taken:

•Prioritizing production of our top items:  Jif® Creamy 16oz, Jif® Creamy 28oz, Jif® Creamy 40oz, Jif® Crunchy 40oz, and Jif® Creamy 96oz (club pack)

•Terminating promotions scheduled to start between April 17, 2020 and November 30, 2020

•Delaying launch of Jif® innovation

•Closely managing the supply of our regional peanut butter brands (Smucker’s®, Laura Scudder’s®, Adam’s® and Santa Cruz Organic®)

As previously, communicated, we will continue to allocate shelf stable TruRoots® quinoa and lentils, as well as Santa Cruz Organic® apple sauce.

We are also experiencing an increase in orders, and are closely monitoring requests, for our Smucker’s® Uncrustables® sandwiches, fruit spreads, R. W. Knudsen® juice boxes and Crisco® cooking oil products.  Order adjustments will be made in the short term to maintain adequate supply. We will use the next several days to determine if any further action is required.

Coffee

Current Operations Status

We are currently able to fulfill customer orders, and we are maximizing our product mix to prioritize production of our high-demand items. Our coffee manufacturing facilities are, however, at or nearing full production capacity. From a green coffee perspective, we are in regular contact with our suppliers to better understand their ability to meet existing orders and the potential impact of government actions on their business. We are also in contact with global logistics providers to monitor potential shifts in capacity to confirm that our needs will be met.

Actions We’re Taking

To ensure the ongoing ability to service our customers, we expect to prioritize production of our top items and make proactive cuts in the near future to orders, including items with reduced demand.

Pet Food and Pet Snacks

Current Operations Status

Our pet food and pet snacks manufacturing facilities are running at or near full production capacity. We have added all available production days and continue to optimize our production mix to support the highest turn/volume items. We are in regular contact with our suppliers and co-pack network to understand their ability to meet existing orders and any potential impact of government actions.

Actions We’re Taking

To ensure the ongoing ability to service our customers, we expect to make proactive cuts for certain products in the near future.

At this point, due to the supply chain complexity and timing of specific initiatives we will not be able to offer any additional inventory over and above normal monthly demand on the following businesses:

•Select items of Natural Balance® dry dog food

•All wet dog and cat food items across the Natural Balance®, Nature’s Recipe® and Rachael Ray™ Nutrish® brands

•Milk-Bone® Brushing Chews

Guidance regarding items previously communicated to be on allocation has not changed at this time.

What impact has COVID-19 had on The J.M. Smucker Company’s manufacturing operations?

To date, our manufacturing facilities have not been significantly impacted. We have full production capacity available at all locations at this time. While the situation is fluid, we have evaluated all manufacturing locations and do not anticipate any staffing shortages in the near term.

What is The J.M. Smucker Company doing to maintain service levels?

We are currently increasing weekend availability at our distribution centers with additional appointments. We are also meeting daily with our cross functional supply chain teams and strategic partners (3PLS, carriers and suppliers) to communicate any changes we are observing and doing everything possible to adjust accordingly.

What can customers do to help improve order efficiency?

Ordering in full pallet quantities whenever possible will help us process orders faster. Also, communicating priority purchase orders will help us better manage shipments from of our distribution centers.

How is COVID-19 impacting The J.M. Smucker Company’s customer logistics capabilities?

We are working closely with all our logistics partners to minimize any material negative impact but note the following short-term issues we are actively working to address:

•Due to increased demand, core service metrics (case-fill and on-time delivery) may be lower than traditional levels.

•Steps are being taken to smooth order volume, which could result in orders being shifted out 4 – 6 days. Communication will be provided to customers whose purchase orders are impacted by this potential change.

•We are doing our best to meet committed quantities but at times product may not be in the most efficient location within our network. Our teams are working diligently to ensure product is deployed appropriately to support our commitments.

•Transportation capacity is starting to become constrained in the Northeast and Western parts of the United States, which could impact timeliness of future deliveries.

Is The J.M. Smucker Company able to complete retailer-specific forms on item availability?

Unfortunately, at this time, we are not able to complete retailer-specific forms on item availability due to the fluidity of the situation.

What is The J.M. Smucker Company doing to support those in its communities most impacted by COVID-19?

We are continuing to work with our long-time partners, which include the United Way, Red Cross, Rescue Bank and Feeding America, among others, to provide support to the people and pets most impacted by COVID-19.

Thank you again for your continued partnership, particularly in disruptive times like we are all experiencing. As we’ve demonstrated, our teams are actively managing our business with the intent to avoid, or at the very least minimize, customer disruption. If you have any questions, please contact your regular Smucker representative.

Sincerely,

Geoff Tanner

Chief Marketing and Commercialization Officer

The J.M. Smucker Company