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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950152-04-001032.txt : 20040213
<SEC-HEADER>0000950152-04-001032.hdr.sgml : 20040213
<ACCEPTANCE-DATETIME>20040213073113
ACCESSION NUMBER:		0000950152-04-001032
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040213
ITEM INFORMATION:		
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040213

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SMUCKER J M CO
		CENTRAL INDEX KEY:			0000091419
		STANDARD INDUSTRIAL CLASSIFICATION:	CANNED, FRUITS, VEG & PRESERVES, JAMS & JELLIES [2033]
		IRS NUMBER:				340538550
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			0430

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05111
		FILM NUMBER:		04594547

	BUSINESS ADDRESS:	
		STREET 1:		STRAWBERRY LN
		CITY:			ORRVILLE
		STATE:			OH
		ZIP:			44667
		BUSINESS PHONE:		3306823000

	MAIL ADDRESS:	
		STREET 1:		STRAWBERRY LANE, P.O. BOX 280
		CITY:			ORRVILLE
		STATE:			OH
		ZIP:			44667
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>l05658ae8vk.txt
<DESCRIPTION>THE J.M. SMUCKER COMPANY        8-K
<TEXT>
<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):   FEBRUARY 13, 2004
                                                  ---------------------


                            THE J. M. SMUCKER COMPANY
                        ---------------------------------
               (Exact Name of Registrant as Specified in Charter)



            OHIO                          1-5111                34-0538550
- ----------------------------            -----------         ------------------
(State or Other Jurisdiction            (Commission            (IRS Employer
      of Incorporation)                 File Number)        Identification No.)

       ONE STRAWBERRY LANE
           ORRVILLE, OHIO                                      44667-0280
- ----------------------------------------                       ----------
(Address of Principal Executive Offices)                       (Zip Code)


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


                                       N/A
                      ------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



<PAGE>




ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (c)      Exhibits.

          Exhibit             Exhibit
          Number             Description
          ------             -----------

          99.1               Press Release, dated February 13, 2004



ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On February 13, 2004, The J. M. Smucker Company (the "Company") issued
a press release announcing the financial results of the third quarter and nine
month results of fiscal 2004. A copy of the press release is filed herewith as
Exhibit 99.1 and is incorporated herein by reference.

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


<PAGE>



                                    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/ Richard K. Smucker
                                  --------------------------------------
                                   Richard K. Smucker
                                   President, Co-Chief Executive Officer,
                                   and Chief Financial Officer


Date:  February 13, 2004


<PAGE>



                                  EXHIBIT INDEX
                                  -------------

           Exhibit             Exhibit
           Number              Description
           ------              -----------

            99.1               Press Release, dated February 13, 2004





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>l05658aexv99w1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>



                                  EXHIBIT 99.1
                                  ------------

    THE J. M. SMUCKER COMPANY ANNOUNCES THIRD QUARTER AND NINE MONTH RESULTS

          -    COMPANY AGAIN ACHIEVES RECORD SALES AND EARNINGS

          -    SMUCKER'S, JIF AND CRISCO BRANDS CONTINUE TO GAIN MARKET SHARE

ORRVILLE, Ohio, February 13, 2004---The J. M. Smucker Company (NYSE: SJM) today
announced results for the third quarter ended January 31, 2004, of its 2004
fiscal year.

THIRD QUARTER RESULTS

Company sales were $355.3 million for the third quarter of 2004, up 4 percent
compared to $340.8 million in the third quarter of 2003. Favorable exchange
rates contributed approximately $5.2 million of the increase in sales for the
quarter. Excluding sales in the industrial business area, which is experiencing
declining sales due in part to the Company's decision to exit certain contracts,
sales increased 6 percent. The Jif(R) and Crisco(R) brands contributed $175.8
million to sales in the third quarter of 2004, up nearly 5 percent compared to
$167.6 million in the third quarter of 2003.

Net income was $31.3 million, an increase of 12 percent over last year's third
quarter net income of $28.0 million. The sales improvement, particularly in the
higher margin U.S. retail segment, and lower net interest, contributed to the
increase in earnings. In addition, last year's results included approximately
$1.4 million or $0.02 per share of expenses associated with the Company's
decision to write-off certain minor equity investments. Earnings per share for
the quarter were $0.62 compared to $0.56 in last year's third quarter. Net
income for the third quarter of 2004 included charges of $2.5 million or $0.03
per share related to the Company's previously announced restructuring plan. Net
income for the third quarter of 2003 also included merger-related costs of $1.5
million or $0.02 per share. Excluding these costs, the Company's earnings per
share would have been $0.65 and $0.58, in the third quarter of 2004 and 2003,
respectively.

"We are pleased with our performance for the quarter and its contribution to
what we expect to be another year of record financial results for the Company.
Our Crisco brand experienced a strong "Fall Bake" season and our Smucker's(R)
and Jif brands continued to gain market share during the period," commented
Richard Smucker, president, co-chief executive officer, and chief financial
officer.

"The construction of our new Uncrustables(R) plant in Scottsville, Kentucky,
remains on track for a May 1st start-up and we expect the capacity situation to
be fully corrected in time for our back-to-school period," stated Tim Smucker,
chairman and co-chief executive officer. "We continue to be enthusiastic about
the future of Uncrustables and look forward to the opening of our new facility."

The Company uses earnings, excluding restructuring and merger-related costs, as
a key performance measure of results of operations for purposes of evaluating
performance internally.


<PAGE>

These non-GAAP measurements are not intended to replace the presentation of
financial results in accordance with GAAP. Rather, management believes the
presentation of results excluding such charges offers additional information to
investors to facilitate the comparison of past and present operations and
provides a more comprehensive understanding of the financial results. A
reconciliation of non-GAAP measures to net income is included in the "Financial
Highlights" table attached.

NINE-MONTH RESULTS

Sales for the nine-month period ended January 31, 2004, were up 11 percent to
$1,091.6 million compared to $982.7 million for the first nine months of 2003.
The Jif and Crisco brands contributed $522.0 million to sales in the first nine
months of 2004, compared to $428.0 million in the comparable period last year.
The first nine months of 2004 benefited from an additional month of Jif and
Crisco sales totaling $47.3 million, as the merger closed on June 1, 2002, one
month into last fiscal year. Excluding the additional month of Jif and Crisco
and the industrial contracts that were discontinued, sales increased over 8
percent in the first nine months of 2004 compared to the first nine months last
year.

Net income for the first nine months of 2004 was $89.2 million, or $1.77 per
share compared to $73.1 million or $1.56 per share last year. Net income for the
first nine months of 2004 included charges of $8.8 million or $0.11 per share
related to the Company's restructuring plan. Net income for the first nine
months of 2003 included merger-related costs of $8.9 million or $0.11 per share.
Excluding these costs in the first nine months of 2004 and 2003, the Company's
earnings per share would have been $1.88 and $1.67, respectively.

MARGINS

Third quarter operating income increased approximately 2 percent over the
comparable period last year while operating margin decreased slightly from 14.5
percent in the third quarter of 2003 to 14.2 percent this year. Excluding
restructuring costs this year and merger-related costs last year, operating
margins decreased from 15.0 percent in 2003 to 14.9 percent in 2004. Gross
margin performance improved in the quarter, increasing from 36.1 percent in last
year's third quarter to 36.4 percent this year. This improvement reflects the
sales growth in the higher margin U.S. retail segment, and improved overhead
absorption resulting from the increased production volume, partially offset by
increased benefit costs.

Selling, distribution, and administrative (SD&A) expenses as a percentage of
sales increased from 21.1 percent in the third quarter of 2003 to 21.7 percent
in the current quarter. SD&A increased as a result of higher employee benefit
costs and additional administrative expenses. For the first nine months of 2004,
SD&A expenses as a percentage of sales were 21.5 percent compared to 21.0
percent for the comparable period last year.

Lower interest expense and increased interest income contributed to earnings
improvement in the quarter. The decrease in interest expense reflected the
impact of rate swaps on the Company's long-term debt, while the increase in
interest income was due to higher investment balances and improved yields on
investments.


<PAGE>

Year-to-date operating income increased to $145.5 million or 15 percent over
last year, and operating margin improved from 12.8 percent in the first nine
months of 2003 to 13.3 percent this year. The additional month of Jif and Crisco
sales in May, along with the ongoing growth of the higher margin U.S. retail
segment were the primary sources for the margin improvement.

SEGMENT PERFORMANCE

U.S. RETAIL MARKET

The U.S. retail market segment is comprised of the Company's consumer and
consumer oils business areas and represents domestic sales of Smucker's, Jif,
and Crisco brand products to retail customers.

Sales in the U.S. retail market segment for the third quarter of 2004 were
$254.3 million compared to $241.6 million last year, an increase of 5 percent.
Jif and Crisco accounted for $168.6 million of the total compared to $161.7
million last year. For the first nine months of 2004, sales in the segment were
$784.2 million up 17 percent over last year. Excluding the benefit of the
additional month of Jif and Crisco, sales in the segment were up over 10 percent
for the first nine months. During the quarter all three brands continued to
increase share of market in their respective categories.

Sales in the consumer business area increased over 4 percent for the quarter,
driven by growth in both the fruit spreads and peanut butter categories. Jif
sales were up 7 percent in volume but flat in dollar sales due to the impact of
the price decrease that became effective in January 2003. Natural peanut butter
continued to post strong quarter-over-quarter results. In addition to growth in
fruit spreads and peanut butter, Uncrustables also contributed to the increase
in consumer sales for the quarter. In the consumer shortening and oils area,
Crisco sales were up 7 percent over last year's third quarter reflecting a
strong "Fall Bake" season and the impact of a previously announced price
increase. In response to our strong "Fall Bake" season, the Company expects an
increase in the overall competitive environment in the category during the
fourth quarter.

SPECIAL MARKETS

The Special Markets segment is comprised of the international, foodservice,
beverage, and industrial business areas.

Sales in this segment were $101.0 million compared to $99.2 million for the
third quarter of 2003, led by increases in the international and beverage areas
offset by declines in the industrial and foodservice areas. This decline
reflects the planned exit of certain low margin contracts in both business
areas. Excluding the industrial area, the segment increased nearly 8 percent
over last year's third quarter.

International sales were up 14 percent in the third quarter due to favorable
exchange rates. As measured in local currency, Canadian sales were up 4 percent
for the quarter while sales of

<PAGE>

Henry Jones Foods, in Australia, were flat with last year. Export sales and
industrial sales in Brazil and Scotland were also down for the quarter.

Beverage sales were up 14 percent compared to the third quarter of 2003 on the
strength of its nonbranded business and increased sales of Santa Cruz
Organic(R)and The R. W. Knudsen Family(R)products.

Foodservice sales were down slightly, decreasing 2 percent from last year's
third quarter. The decrease was due to the impact of the Company's previously
announced decision to discontinue as master distributor for the Lea & Perrins
brand this year. Excluding this impact, sales in the foodservice area were up 5
percent. Sales of traditional portion control items, primarily under the
Smucker's brand, were up over last year as were sales in the schools market.
Sales of Uncrustables increased 12 percent in the schools market despite tight
capacity throughout the quarter.

Finally, industrial sales were down 19 percent in the third quarter compared to
the prior year's third quarter. Approximately $4.5 million in sales of now
discontinued business were included in last year's third quarter, bringing the
year-to-date total to approximately $16 million. Sales in the remaining
industrial business reversed trends of the previous quarters, ending slightly
positive for the third quarter.

OUTLOOK FOR FISCAL 2004

Based on results to date and the outlook for the fourth quarter, the Company
expects to slightly exceed its previously announced earnings range of $109
million to $111 million or $2.17 to $2.22 per share for fiscal year 2004.
Included in earnings are approximately $12 million ($7.5 million after-tax) or
$0.15 per share of restructuring costs to be recognized during the year.
Excluding the impact of the restructuring charges, the previously announced
earnings range was $116 to $119 million, with a corresponding earnings per share
range of $2.32 to $2.37.

CONFERENCE CALL

The Company will conduct an earnings conference call and webcast on Friday,
February 13, 2004, at 8:30 a.m. E.T. The webcast can be accessed from the
Company's website at www.smuckers.com. For those unable to listen to the
webcast, a replay will be available following the call and can be accessed by
calling (800) 428-6051 in the United States or (973) 709-2089 internationally
and entering replay pass code 318127. The audio replay will be available until
Friday, February 20, 2004, at 12:00 p.m. E.T.

ABOUT THE J. M. SMUCKER COMPANY

The J. M. Smucker Company (www.smuckers.com) was founded in 1897 when the
Company's namesake and founder sold his first product -- apple butter -- from
the back of a horse-drawn wagon. Today, over a century later, the Company is the
market leader in fruit spreads, peanut butter, shortening and oils, ice cream
toppings, and health and natural foods beverages in North America under such
icon brands as Smucker's, Jif and Crisco. For over 100 years, The J. M.

<PAGE>

Smucker Company has been headquartered in Orrville, Ohio, and has been family
run for four generations. The J. M. Smucker Company has over 2,700 employees
worldwide and distributes products in more than 45 countries.

This press release contains forward-looking statements, including statements
regarding estimates of future earnings and cash flows that are subject to risks
and uncertainties that could cause actual results to differ materially.
Uncertainties that could affect actual results include, but are not limited to,
the success and cost of new marketing and sales programs and strategies intended
to promote growth in the Company's businesses, estimated costs associated with
the Company's restructuring activities, successful and timely construction and
start-up of the Scottsville, Kentucky, plant, the strength of commodity markets
from which raw materials are procured and the related impact on costs, the
ability to successfully implement price increases, and other factors affecting
share prices and capital markets generally. Other risks and uncertainties that
may materially affect the Company are detailed from time to time in the
respective reports filed by the Company with the Securities and Exchange
Commission, including Forms 10-Q, 10-K, and 8-K.

Contact:
Richard K. Smucker
President, Co-CEO, and CFO
The J. M. Smucker Company,
(330) 682-3000

Mark R. Belgya
Vice President and Treasurer
The J. M. Smucker Company
(330) 682-3000


<PAGE>



                            THE J. M. SMUCKER COMPANY

                        STATEMENTS OF CONSOLIDATED INCOME

                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                 Three Months Ended              Nine Months Ended
                                                                     January 31,                     January 31,
                                                             ----------------------------    ----------------------------
                                                                  2004            2003            2004            2003
                                                             ------------    ------------    ------------    ------------
                                                                      (Dollars in thousands, except per share data)
<S>                                                          <C>             <C>             <C>             <C>
NET SALES                                                    $    355,297    $    340,826    $  1,091,602    $    982,737
Cost of products sold                                             225,464         217,895         702,647         641,042
Cost of products sold - restructuring                                 425            --             3,619            --
                                                             ------------    ------------    ------------    ------------
GROSS PROFIT                                                      129,408         122,931         385,336         341,695
Selling, distribution, and administrative expenses                 77,039          71,907         234,663         206,802
Other restructuring costs                                           2,074            --             5,200            --
Merger and integration costs                                         --             1,524            --             8,881
                                                             ------------    ------------    ------------    ------------
OPERATING INCOME                                                   50,295          49,500         145,473         126,012
Interest income                                                       992             449           2,430           1,624
Interest expense                                                   (1,415)         (2,275)         (5,101)         (6,884)
Other income (expense) - net                                          237          (2,525)           (130)         (2,854)
                                                             ------------    ------------    ------------    ------------
INCOME BEFORE INCOME TAXES                                         50,109          45,149         142,672         117,898
Income taxes                                                       18,791          17,156          53,502          44,801
                                                             ------------    ------------    ------------    ------------
NET INCOME                                                   $     31,318    $     27,993    $     89,170    $     73,097
                                                             ============    ============    ============    ============
NET INCOME PER COMMON SHARE                                  $       0.63    $       0.56    $       1.79    $       1.57
                                                             ============    ============    ============    ============
NET INCOME PER COMMON SHARE - ASSUMING DILUTION              $       0.62    $       0.56    $       1.77    $       1.56
                                                             ============    ============    ============    ============
Weighted-average shares outstanding                            49,867,349      49,586,817      49,775,508      46,561,533
                                                             ============    ============    ============    ============
Weighted-average shares outstanding -
  assuming dilution                                            50,498,462      50,095,540      50,309,783      47,007,143
                                                             ============    ============    ============    ============
</TABLE>




<PAGE>



                            THE J. M. SMUCKER COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


<TABLE>
<CAPTION>

                                              January 31,
                                           2004         2003
                                        ----------   ----------
                                         (Dollars in thousands)
<S>                                     <C>          <C>
   ASSETS
   Current Assets:
      Cash and cash equivalents*        $  118,320   $  150,831
      Short-term investments*               24,253         --
      Trade receivables                     91,525       93,853
      Inventories                          185,157      176,415
      Other current assets                  24,755       16,099
                                        ----------   ----------
            Total Current Assets           444,010      437,198

   Property, Plant & Equipment, Net        311,932      264,653

   Long-Term Investments*                   40,722         --
   Other Noncurrent Assets                 880,446      873,164
                                        ----------   ----------
                                        $1,677,110   $1,575,015
                                        ==========   ==========

   LIABILITIES & SHAREHOLDERS' EQUITY
   Current Liabilities:
      Accounts payable                  $   56,480   $   48,833
      Other current liabilities            100,730      115,518
                                        ----------   ----------
            Total Current Liabilities      157,210      164,351

   Long-Term Debt                          135,000      135,000
   Other Noncurrent Liabilities            188,625      162,698
   Shareholders' Equity, Net             1,196,275    1,112,966
                                        ----------   ----------
                                        $1,677,110   $1,575,015
                                        ==========   ==========
</TABLE>



*  For comparative purposes, total cash and investments at January 31, 2004 were
   $183,295 compared to $150,831 at January 31, 2003.


<PAGE>



                            THE J. M. SMUCKER COMPANY
                              FINANCIAL HIGHLIGHTS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                  Three Months Ended         Nine Months Ended
                                                     January 31,                January 31,
- ----------------------------------------------------------------------------------------------------
(Dollars in thousands, except per
     share data)                                 2004          2003          2004           2003
- ----------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>           <C>            <C>
Net sales                                     $   355,297   $   340,826   $ 1,091,602    $   982,737

Net income and net income per common share:
     Net income                               $    31,318   $    27,993   $    89,170    $    73,097
     Net income per common share -
         assuming  dilution                   $      0.62   $      0.56   $      1.77    $      1.56

Income and income per common share
before restructuring and merger and
integration costs: (1)
     Income                                   $    32,880   $    28,937   $    94,682    $    78,603
     Income per common share -
         assuming dilution                    $      0.65   $      0.58   $      1.88    $      1.67


(1)  Reconciliation to net income:
     Income before income taxes               $    50,109   $    45,149   $   142,672    $   117,898
     Merger and integration costs                    --           1,524          --            8,881
     Cost of products sold -
         restructuring                                425          --           3,619           --
     Other restructuring costs                      2,074          --           5,200           --
- ----------------------------------------------------------------------------------------------------
     Income before income taxes,
         restructuring, and merger
         and integration costs                     52,608        46,673       151,491        126,779
     Income taxes                                  19,728        17,736        56,809         48,176
- ----------------------------------------------------------------------------------------------------
     Income before restructuring and
         merger and integration costs         $    32,880   $    28,937   $    94,682    $    78,603
- ----------------------------------------------------------------------------------------------------
</TABLE>




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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