UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the twelve months ended : January 3, 2016
Commission file number: 1-15321
SMITHFIELD FOODS, INC. | ||
(Exact name of registrant as specified in its charter) | ||
Virginia | 52-0845861 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
200 Commerce Street Smithfield, Virginia | 23430 | |
(Address of principal executive offices) | (Zip Code) | |
(757) 365-3000 |
(Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes þ No o
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No þ
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of June 26, 2015, there was no established public trading market for the common stock of the registrant and therefore, an aggregate market value of the registrant's shares is not determinable.
At March 29, 2016, 1,000 shares of the registrant’s Common Stock (no par value per share) were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
SMITHFIELD FOODS, INC. TABLE OF CONTENTS | ||
PAGE | ||
PART I | ||
ITEM 1. | ||
ITEM 1A. | ||
ITEM 1B. | ||
ITEM 2. | ||
ITEM 3. | ||
ITEM 4. | ||
PART II | ||
ITEM 5. | ||
ITEM 6. | ||
ITEM 7. | ||
ITEM 7A. | ||
ITEM 8. | ||
ITEM 9. | ||
ITEM 9A. | ||
ITEM 9B. | ||
PART III | ||
ITEM 10. | ||
ITEM 11. | ||
ITEM 12. | ||
ITEM 13. | ||
ITEM 14. | ||
PART IV | ||
ITEM 15. | ||
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PART I
ITEM 1. | BUSINESS |
GENERAL DEVELOPMENT OF BUSINESS
Smithfield Foods, Inc., together with its subsidiaries (the “Company,” "Smithfield," “we,” “us” or “our”), began as a pork processing operation called The Smithfield Packing Company, founded in 1936 by Joseph W. Luter and his son, Joseph W. Luter, Jr. Through a series of acquisitions starting in 1981, we have become the largest pork processor and hog producer in the world.
We produce and market a wide variety of fresh meat and packaged meats products both domestically and internationally. We operate in a cyclical industry and our results are affected by fluctuations in commodity prices. Additionally, some of the key factors influencing our business are customer preferences and demand for our products; our ability to maintain and grow relationships with customers; the introduction of new and innovative products to the marketplace; accessibility to international markets for our products including the effects of any trade barriers; and operating efficiencies of our facilities.
We conduct our operations through five reportable segments: Fresh Pork, Packaged Meats, Hog Production, International and Corporate. The Fresh Pork segment consists of our U.S. fresh pork operations. The Packaged Meats segment consists of our U.S. packaged meats operations. The Hog Production segment consists of our U.S. hog production operations. The International segment is comprised mainly of our meat processing and distribution operations in Poland, Romania and the United Kingdom, our interests in meat processing operations in Mexico, our hog production operations located in Poland and Romania, our interests in hog production operations in Mexico and our former investment in Campofrío Food Group (CFG). The Corporate segment provides management and administrative services to support our other segments.
On September 26, 2013 (the Merger Date), pursuant to the Agreement and Plan of Merger dated May 28, 2013 (the Merger Agreement) with WH Group Limited, formerly Shuanghui International Holdings Limited, a corporation formed under the laws of the Cayman Islands hereinafter referred to as WH Group, the Company merged with Sun Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of WH Group (Merger Sub), in a transaction hereinafter referred to as the Merger. As a result of the Merger, the Company survived as a wholly owned subsidiary of WH Group.
The Merger has enabled Smithfield to continue to execute on its strategic priorities while maintaining brand excellence and its commitment to environmental stewardship and animal welfare. We have established Smithfield as the world's leading vertically integrated pork processor and hog producer with best-in-class operations and outstanding food safety practices. Operationally, we have become part of an enterprise that shares our belief in global opportunities and our commitment to the highest standards of product safety and quality. With our shared expertise and leadership, we expect to continue to work on accelerating a global expansion strategy as part of WH Group.
On January 16, 2014, the Company elected to change its fiscal year from the 52 or 53 week period which previously ended on the Sunday nearest to April 30 to the 52 or 53 week period which ends on the Sunday nearest to December 31. The change became effective at the end of the period ended December 29, 2013. Unless otherwise noted, all references to "2015" and "2014" in this report are to the 53 week period ended January 3, 2016 and the 52 week period ended December 28, 2014, respectively.
DESCRIPTION OF SEGMENTS
Fresh Pork Segment
The Fresh Pork segment consists of our U.S. fresh pork operations. The Fresh Pork segment produces a wide variety of fresh pork products in the U.S. and markets them nationwide and to numerous foreign markets, including China, Japan, Mexico, Russia and Canada. We process hogs at nine plants (six in the Midwest and three in the Southeast), with an aggregate slaughter capacity of approximately 117,800 hogs per day. In 2015, the Fresh Pork segment processed 30.5 million hogs.
The Fresh Pork segment sold approximately 4.4 billion pounds of fresh pork in 2015. A substantial portion of our fresh pork is sold to retail customers as unprocessed, trimmed cuts such as butts, loins (including roasts and chops), picnics and ribs. Our product lines also include leaner fresh pork products.
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In 2015, export sales comprised approximately 25% of the Fresh Pork segment’s volumes and approximately 27% of the segment’s revenues.
Packaged Meats Segment
The Packaged Meats segment consists of our U.S. packaged meats operations. The Packaged Meats segment produces a wide variety of packaged meat products in the U.S. and markets them primarily in the U.S. The Packaged Meats segment currently operates approximately 33 processing plants.
The Packaged Meats segment sold approximately 3.0 billion pounds of packaged meats products in 2015. We produce a wide variety of packaged meats, including smoked and boiled hams, bacon, sausage, hot dogs (pork, beef and chicken), deli and luncheon meats, specialty products such as pepperoni, dry meat products, and ready-to-eat, prepared foods such as pre-cooked entrees and pre-cooked bacon and sausage. We market our domestic packaged meats products under a number of labels including the following core brand names: Smithfield, Farmland, John Morrell, Gwaltney, Armour, Eckrich, Margherita, Carando, Kretschmar, Cook’s, Curly's, Healthy Ones and Nathan's Famous. We also sell a substantial quantity of packaged meats as private-label products.
Our product lines also include lower-fat and lower-salt packaged meats. We also market a line of lower-fat, value-priced luncheon meats, smoked sausage and hot dogs, as well as fat-free deli hams and 40% lower-fat bacon.
In 2015, export sales comprised approximately 3.0% of the Packaged Meats segment’s volumes and approximately 3.1% of the segment’s revenues.
Hog Production Segment
As a complement to our Fresh Pork and Packaged Meats segments, we are the world’s largest hog producer. The Hog Production segment consists of our hog production operations located in the U.S. The Hog Production segment operates numerous hog production facilities with approximately 897,000 sows, which produced 15.9 million market hogs in 2015.
The profitability of hog production is directly related to the market price of live hogs and the cost of feed grains such as corn and soybean meal. The Hog Production segment generates higher profits when hog prices are high and feed grain prices are low, and lower profits (or losses) when hog prices are low and feed grain prices are high. In addition, with the importance of food safety to the consumer, our vertically integrated system provides increased traceability from conception of livestock to consumption of the pork product.
The following table shows the percentages of Hog Production segment revenues derived from hogs sold internally and externally and other products for the periods indicated:
Twelve Months Ended | The Transition Period | Twelve Months Ended | ||||||||||
January 3, 2016 | December 28, 2014 | April 29 - December 29, 2013 | April 28, 2013 | |||||||||
Internal hog sales | 76 | % | 79 | % | 80 | % | 77 | % | ||||
External hog sales | 12 | 14 | 13 | 15 | ||||||||
Other products (1) | 12 | 7 | 7 | 8 | ||||||||
100 | % | 100 | % | 100 | % | 100 | % | |||||
——————————————
(1) | Consists primarily of grains. |
Genetics
We own certain genetic lines of breeding stock, under the name Smithfield Premium Genetics (SPG). The Hog Production segment makes extensive use of these genetic lines. In addition, we have sublicensed some of these rights to some of our strategic hog production partners.
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Hog production operations
We use advanced management techniques to produce premium quality hogs on a large scale at a low cost. We develop breeding stock, optimize diets for our hogs at each stage of the growth process, process feed for our hogs and design hog containment facilities. We believe our economies of scale and production methods, together with our use of the advanced SPG genetics, make us a low cost producer of premium quality hogs. We also utilize independent farmers and their facilities to raise hogs produced from our breeding stock. Under multi-year contracts, a farmer provides the initial facility investment, labor and front line management in exchange for a service fee. In 2015, approximately 81% of our market hogs were finished on contract farms.
Hog production competitiveness
Our Hog Production segment competes in a highly competitive marketplace in which only the best and most competitive firms can expect to make a reasonable and regular profit. We consider our hog production business a leader in this field. Therefore, we expect it to consistently outperform the overall industry.
Feed makes up more than 65% of the production cost of hogs. In many cases, our hogs are produced in regions having higher cost grains. This location disadvantage could, in the absence of extra efforts, result in our hog production business being inherently disadvantaged as compared to other producers.
To that end, we take an active role in the physical markets for grain and other feed ingredients throughout the world. These efforts range from buying lower cost corn from local farmers around any of our feed mills to importing grain or soybean meal from South America. In doing so, we work to procure and deliver the highest quality grains and ingredients at the lowest possible cost. These activities provide significant benefit to the overall cost competitiveness of our hogs. These benefits show as lower feed cost and improved animal performance. We consider this effort and our capabilities in this area to be a competitive advantage.
We regularly and consistently use the futures market to lock the value associated with ongoing purchase arrangements of lower cost or higher value alternative ingredients and grains. These derivatives are used effectively to keep our grains and feed ingredients appropriately indexed to market prices.
International Segment
The International segment includes our meat processing and distribution operations in Poland, Romania and the United Kingdom, our interests in meat processing operations in Mexico, our hog production operations located in Poland and Romania, our interests in hog production operations in Mexico, and our former investment in CFG. Our international meat processing operations produce a wide variety of fresh pork, poultry and packaged meats products, including cooked hams, sausages, hot dogs, bacon and canned meats.
The following table shows the percentages of International segment revenues derived from packaged meats, fresh meats and hog production for the periods indicated:
Twelve Months Ended | The Transition Period | Twelve Months Ended | ||||||||||
January 3, 2016 | December 28, 2014 | April 29 - December 29, 2013 | April 28, 2013 | |||||||||
Packaged meats | 43 | % | 41 | % | 44 | % | 49 | % | ||||
Fresh meats (1) | 54 | 55 | 55 | 50 | ||||||||
Hog production (2) | 3 | 4 | 1 | 1 | ||||||||
100 | % | 100 | % | 100 | % | 100 | % | |||||
——————————————
(1) | Includes feathers, by-products and rendering |
(2) | Includes external hog and feed sales |
The International segment has sales denominated in foreign currencies and, as a result, is subject to certain currency exchange risk. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Derivative Financial Instruments” for a discussion of our foreign currency hedging activities.
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SEGMENTS IN GENERAL
Sources and Availability of Raw Materials
Feed grains, including corn, soybean meal and wheat, are the primary raw materials of our hog production operations. These grains are readily available from numerous sources at competitive prices. We generally purchase corn and soybean meal through forward purchase contracts. Historically, grain prices have been subject to significant fluctuations, particularly in recent years.
Live hogs are the primary raw materials of the Fresh Pork segment. Historically, hog prices have been subject to substantial fluctuations. Hog supplies, and consequently prices, are affected by factors such as corn and soybean meal prices, weather and farmers’ access to capital. Hog prices tend to rise seasonally as hog supplies decrease during the hot summer months and tend to decline as supplies increase during the fall. This tendency is due to lower farrowing performance during the winter months and slower animal growth rates during the hot summer months.
The Fresh Pork segment purchased approximately 47% of its U.S. live hog requirements from the Hog Production segment in 2015. In addition, we have established multi-year agreements with several suppliers, which provide us with a stable supply of high-quality hogs at market-indexed prices. We also purchase hogs on a daily basis at our Southeastern and Midwestern processing plants and our company-owned buying stations in the Southeast and Midwest.
Like the Fresh Pork segment, live hogs are the primary raw material of our meat processing operations in the International segment with the primary source of hogs being our hog production operations located in Poland and Romania. Our meat processing operations in the International segment purchased approximately 60% of its live hog requirements from our hog production operations located in Poland and Romania in 2015.
A substantial portion of the fresh meat processed by the Packaged Meats segment is transferred from the Fresh Pork segment. We also purchase fresh pork from other meat processors to supplement our processing requirements. Additional purchases include raw beef, poultry and other meat products that are added to sausages, hot dogs and luncheon meats. Those meat products and other materials and supplies, including seasonings, smoking and curing agents, sausage casings and packaging materials, are readily available from numerous sources at competitive prices.
Nutrient Management and Other Environmental Issues
Our hog production facilities have been designed to meet or exceed all applicable zoning and other government regulations. These regulations require, among other things, maintenance of separation distances between farms and nearby residences, schools, churches, public use areas, businesses, rivers, streams and wells and adherence to required construction standards.
Hog production facilities generate significant quantities of manure, which must be managed properly to protect public health and the environment. We believe that we use the best technologies currently available and economically feasible for the management of swine manure, which require permits under state, and in some instances, federal law. The permits impose standards and conditions on the design and operation of the systems to protect public health and the environment, and can also impose nutrient management planning requirements depending on the type of system utilized. The most common system of swine manure management employed by our hog production facilities is the lagoon and spray field system, in which lined earthen lagoons are utilized to treat the manure before it is applied to agricultural fields by spray application. The nitrogen and phosphorus in the treated manure serve as a crop fertilizer.
We follow a number of other policies and protocols to reduce the impact of our hog production operations on the environment, including: the employment of environmental management systems; ongoing employee training regarding environmental controls; walk-around inspections at all sites by trained personnel; formal emergency response plans that are regularly updated; and collaboration with manufacturers regarding testing and developing new equipment. For further information see “Regulation” below.
Customers and Marketing
Our fundamental marketing strategy is to provide quality and value to the ultimate consumers of meat products. We have a variety of consumer advertising and trade promotion programs designed to build awareness and increase sales distribution and penetration. We also provide sales incentives for our customers through rebates based on achievement of specified volume and/or growth in volume levels.
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We have significant market presence, both domestically and internationally, where we sell our meat products to national and regional supermarket chains, wholesale distributors, the foodservice industry (fast food, restaurant and hotel chains, hospitals and other institutional customers), export markets and other further processors. We use both in-house salespersons as well as independent commission brokers to sell our products. In 2015, we sold our products to more than 3,800 customers, none of whom accounted for as much as 10% of consolidated revenues. We have no significant or seasonally variable backlog because most customers prefer to order products shortly before shipment and, therefore, do not enter into formal long-term contracts.
Methods of Distribution
We use a combination of private fleets of leased tractor trailers and independent common carriers and owner operators to distribute live hogs and meat products to our customers, as well as to move raw materials between plants for further processing. We coordinate deliveries and use backhauling to reduce overall transportation costs. In the U.S., we distribute products directly from some of our plants and from leased distribution centers primarily in Missouri, Pennsylvania, North Carolina, Virginia, Kansas, Wisconsin, Indiana, Illinois, California, Iowa, Nebraska and Texas. We also operate distribution centers adjacent to our plants in Bladen County, North Carolina, Sioux Falls, South Dakota and Crete, Nebraska. Internationally, we distribute our products through a combination of leased and owned warehouse facilities.
Trademarks
We own and use numerous marks, which are registered trademarks or are otherwise subject to protection under applicable intellectual property laws. We consider these marks and the accompanying goodwill and customer recognition valuable and material to our business. We believe that registered trademarks have been important to the success of our branded fresh pork and packaged meats products. In a number of markets, our brands are among the leaders in select product categories.
Seasonality
The meat processing business is somewhat seasonal in that, traditionally, the periods of higher sales for hams are the holiday seasons such as Christmas, Easter and Thanksgiving, and the periods of higher sales for smoked sausages, hot dogs and luncheon meats are the summer months. We typically build substantial inventories of hams in anticipation of our seasonal holiday business. In addition, the Hog Production segment experiences lower farrowing performance during the winter months and slower animal growth rates during the hot summer months resulting in a decrease in hog supplies in the summer and an increase in hog supplies in the fall.
Competition
The protein industry is highly competitive. Our products compete with a large number of other protein sources, including chicken, beef and seafood, but our principal competition comes from other pork processors.
We believe that the principal competitive factors in the pork processing industry are price, product quality and innovation, product distribution and brand loyalty. Some of our competitors are more diversified than us, especially now that we have sold our beef and turkey operations. To the extent that their other operations generate profits, these more diversified competitors may be able to support their meat processing operations during periods of low or negative profitability.
Research and Development
We conduct continuous research and development activities to develop new products and to improve existing products and processes. We incurred expenses on company-sponsored research and development activities of $78.5 million, $75.3 million, $55.1 million and $80.9 million in 2015, 2014, the eight months ended December 29, 2013 and the twelve months ended April 28, 2013, respectively.
FINANCIAL INFORMATION ABOUT SEGMENTS
Financial information for each reportable segment, including revenues and operating profit, is disclosed in Note 15—Reportable Segments in “Item 8. Financial Statements and Supplementary Data.”
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RISK MANAGEMENT AND HEDGING
We are exposed to market risks primarily from changes in commodity prices, as well as interest rates and foreign exchange rates. To mitigate these risks, we utilize derivative instruments to hedge our exposure to changing prices and rates. For further information see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Derivative Financial Instruments.”
REGULATION
Regulation in General
Like other participants in the industry, we are subject to various laws and regulations administered by federal, state and other government entities, including the United States Environmental Protection Agency (EPA) and corresponding state agencies, as well as the United States Department of Agriculture, the Grain Inspection, Packers and Stockyard Administration, the United States Food and Drug Administration, the United States Occupational Safety and Health Administration, the Commodities and Futures Trading Commission and similar agencies in foreign countries.
From time to time, we receive notices and inquiries from regulatory authorities and others asserting that we are not in compliance with particular laws and regulations. In some instances, litigation ensues. In addition, individuals may initiate litigation against us.
Many of our facilities are subject to environmental permits and other regulatory requirements, violations of which are subject to civil and criminal sanction. In some cases, third parties may also have the right to sue to enforce compliance.
We use internationally recognized management systems to manage many of our regulatory programs. For example, we use the International Organization for Standardization (ISO) 14001:2004 standard to manage and optimize environmental performance, and we were the first in the industry to achieve ISO 14001:2004 certification for our hog production and processing facilities. ISO guidelines require a long-term management plan integrating regular third-party audits, goal setting, corrective action, documentation, and executive review. Our Environmental Management System (EMS), which conforms to the ISO 14001:2004 standard, addresses the significant environmental aspects of our operations, provides employee training programs and facilitates engagement with local communities and regulators. Most importantly, the EMS allows the collection, analysis and reporting of relevant environmental data to facilitate our compliance with applicable environmental laws and regulations.
Water
In March 2011, the U.S. Court of Appeals for the Fifth Circuit overturned EPA's November 2008 rule requiring that confined animal feeding operations (CAFOs) that “discharge or propose to discharge” apply for permit coverage under the Clean Water Act's National Pollutant Discharge Elimination System (NPDES). The Fifth Circuit's decision (which held that only discharging CAFOs have a duty to apply for NPDES permit coverage) has clarified the extent of our obligations under the NPDES permit program. EPA has not yet proposed or finalized a rule in response to the Fifth Circuit's decision, and it is not clear whether any such action may attempt to impose additional obligations on our hog production operations.
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Air
During calendar year 2002, the National Academy of Sciences (the Academy) undertook a study at EPA's request to assist EPA in considering possible future regulation of air emissions from animal feeding operations. The Academy's study identified a need for more research and better information, but also recommended implementing without delay technically and economically feasible management practices to decrease emissions. Further, our hog production subsidiaries have accepted EPA's offer to enter into an administrative consent agreement and order with owners and operators of hog farms and other animal production operations. Under the terms of the consent agreement and order, participating owners and operators agreed to pay a penalty, contribute towards the cost of an air emissions monitoring study and make their farms available for monitoring. In return, participating farms have been given immunity from federal civil enforcement actions alleging violations of air emissions requirements under certain federal statutes, including the Clean Air Act. Pursuant to our consent agreement and order, we paid a $100,000 penalty to EPA. Premium Standard Farm, Inc.'s (PSF's) (now Murphy-Brown of Missouri LLC's ) Texas farms and company-owned farms in North Carolina also agreed to participate in this program. The National Pork Board, of which we are a member and financial contributor, paid the costs of the air emissions monitoring study on behalf of all hog producers, including us, out of funds collected from its members in previous years. The cost of the study for all hog producers was approximately $6.0 million. Monitoring under the study began in the spring 2007 and ended in the winter 2010. In March 2012, EPA made available draft emission estimation methodologies for broilers and swine and dairy feeding operations for public comment. Soon thereafter, EPA also submitted the draft emission estimation methodologies to EPA’s Science Advisory Board (“SAB”) for review and comment. In its April 19, 2013 report to EPA, the SAB found significant problems with data used in the study and the EPA’s approach to developing the draft methodologies and recommended that EPA develop a process-based modeling approach to predict air emissions from broiler confinement facilities and swine and dairy lagoons and basins. EPA has not announced when or how it will respond to the SAB’s findings and recommendations or when it expects to finalize the methodologies. New regulations governing air emissions from animal agriculture operations are likely to emerge from the monitoring program undertaken pursuant to the consent agreement and order.
There can be no assurance that any new regulations that may be proposed to address air emissions from animal feeding operations will not have a material adverse effect on our financial position or results of operations.
Greenhouse Gases (GHGs) and Climate Change
In calendar year 2009, EPA finalized its Mandatory Reporting of Greenhouse Gases (GHGs) rule, which requires owners or operators of certain facilities (including facilities that contain a manure management system) that emit at least 25,000 metric tons or more of GHGs per year to report their emissions. Although EPA has not been implementing the rule as it applies to manure management systems due to a congressional restriction prohibiting the expenditure of funds for this purpose, there is no assurance that this prohibition will not be lifted in the future. Should that occur, the rule would impose additional costs on our hog production operations; however, it is not expected that such costs would have a material adverse effect on our hog production operations.
The EPA finalized regulations in calendar year 2010 under the Clean Air Act, which may trigger new source review and permitting requirements for certain sources of GHG emissions. Beginning in early 2011, when GHG emissions standards for light-duty vehicles took effect, permits issued under the Clean Air Act permitting programs for large stationary sources of air pollution, the Prevention of Significant Deterioration (PSD) and the Title V Operating Permit Programs, must address GHGs. In April 2012, EPA issued the GHG Tailoring Rule to ensure that only the largest sources of GHGs, those responsible for 70% of the GHG pollution from stationary sources, would require air permits.
As in virtually every industry, GHG emissions occur at several points across our operations, including production, transportation and processing. Compliance with future legislation, if any, and compliance with currently evolving regulation of GHGs by EPA and the states may result in increased compliance costs, capital expenditures, and operating costs. In the event that any future compliance requirements at any of our facilities require more than the sustainability measures that we are currently undertaking to monitor emissions and improve our energy efficiency, we may experience significant increases in our costs of operation. Such costs may include the cost to purchase offsets or allowances and costs to reduce GHG emissions if such reductions are required. These regulatory changes may also lead to higher cost of goods and services which may be passed on to us by suppliers.
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As an agriculture-based company, changes to the climate and weather patterns could also affect key inputs to our business as the result of shifts in temperatures, water availability, precipitation, and other factors. Both the cost and availability of corn and other feed crops, for example, could be affected. The regulation or taxation of carbon emissions could also affect the prices of commodities, energy, and other inputs to our business. We believe there could also be opportunities for us as a result of heightened interest in alternative energy sources, including those derived from manure, and participation in carbon markets. However, it is not possible at this time to predict the complete structure or outcome of any future legislative efforts to address GHG emissions and climate change, whether EPA's regulatory efforts will survive court challenge, or the eventual cost to us of compliance. There can be no assurance that GHG regulation will not have a material adverse effect on our financial position or results of operations.
Regulatory and Other Proceedings
From time to time we receive notices from regulatory authorities and others asserting that we are not in compliance with certain environmental laws and regulations. In some instances, litigation ensues.
In March 2006, we entered into a consent decree that settled two citizen lawsuits alleging among other things violations of certain environmental laws. The consent decree provides, among other things, that our subsidiary, Murphy-Brown LLC, will undertake a series of measures designed to enhance the performance of the swine waste management systems on approximately 244 company-owned farms in North Carolina and thereby reduce the potential for surface water or ground water contamination from these farms. Murphy-Brown has successfully completed a number of the measures called for in the consent decree and expects to fulfill its remaining consent decree obligations over the next 12 to 24 months, at which time it will move for termination of the decree.
Prior to our acquisition of PSF, it had entered into a consent judgment with the State of Missouri and a consent decree with the federal government and a citizens group. The judgment and decree generally required that PSF pay penalties to settle past alleged regulatory violations, utilize new technologies to reduce nitrogen in the material that it applies to farm fields and research, and develop and implement “Next Generation Technology” for environmental controls at certain of its Missouri farm operations. PSF successfully completed the measures called for in the state judgment and the state court terminated the judgment in the fall of 2012.
PSF has also completed a number of the measures called for in the federal consent decree, but is unable to predict at this time when it will complete the remaining consent decree obligations or when the consent decree will be terminated.
Environmental Stewardship
In July 2000, in furtherance of our continued commitment to responsible environmental stewardship, we and our North Carolina-based hog production subsidiaries voluntarily entered into an agreement with the Attorney General of North Carolina (the Agreement) designed to enhance water quality in the State of North Carolina through a series of initiatives to be undertaken by us and our subsidiaries while protecting access to swine operations in North Carolina. One of the features of the Agreement reflects our commitment to preserving and enhancing the environment of eastern North Carolina by providing a total of $50.0 million to assist in the preservation of wetlands and other natural areas in eastern North Carolina and to promote similar environmental enhancement activities. We began annual contributions of $2.0 million in fiscal 2001, deferred annual payments in fiscal 2011 and fiscal 2012 and re-started our annual $2.0 million payment in fiscal 2013.
Animal Care
More than a decade ago, Smithfield developed and implemented a comprehensive, systematic animal care management program to monitor and measure the well-being of pigs on company-owned and contract farms. Developed in consultation with two of the world's foremost experts in animal behavior and handling, this system continues to guide our operations today. Our animal care management program guides the proper and humane care of our animals at every stage of their lives, from gestation to transport to processing plant. All farm employees and contract hog producers must employ the methods and techniques of the management system and take steps to verify their compliance. Adherence to proper animal welfare management is a condition of our agreements with contract producers.
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Our Animal Care Policy underscores the company's Commitments to providing the following:
• | shelter that is designed, maintained, and operated to meet the animals' needs; |
• | access to adequate water and high-quality feed to meet nutritional requirements; |
• | humane treatment of animals that enhances their well-being and complies with all applicable laws and regulations; |
• | identification and appropriate treatment of animals in need of health care; and |
• | use of humane methods to euthanize sick or injured animals not responding to care and treatment. |
Several years ago, we volunteered to provide input and recommendations to help the National Pork Board enhance its animal care management program for all pork producers. That program, which includes many of the tenets of our own guidelines, became the National Pork Board's Pork Quality Assurance Plus (PQA Plus®) program. A pork producer becomes PQA Plus certified only after staff attend training sessions on good production practices (which includes topics such as responsible animal handling, disease prevention, biosecurity, responsible antibiotic use, and appropriate feeding). Farms entered into the program undergo on-farm site assessments and are subject to random third-party audits. We obtained certification of all company-owned and contract farms under the PQA Plus program by the end of calendar year 2009.
Smithfield was also one of the founding adopters of the National Pork Board's “We Care” program, which demonstrates that pork producers are accountable to established ethical principles and animal well-being practices.
At all of our slaughter facilities, we also use a systematic approach that includes the following:
• | an animal welfare and humane handling manual; |
• | a comprehensive training program; and |
• | an auditing system with internal verification and third-party audits. |
Our plants all have developed quality programs following the standards set in the U.S. Department of Agriculture's Process Verified Program (PVP), as described elsewhere in this report. Our PVP programs monitor aspects of traceability, country of origin, PQA Plus® adherence on farms, and Transport Quality Assurance status of drivers.
In January 2007, we announced a voluntary, ten-year program to phase out individual gestation stalls at our company-owned sow farms and replace the gestation stalls with group pens. We currently estimate the total cost of our transition to group pens to be approximately $360.0 million, including associated maintenance and repairs. This program represents a significant financial commitment and reflects our desire to be more animal friendly, as well as to address the concerns and needs of our customers. As of the end of 2015, we had completed conversions to group housing for over 82% of our sows on company-owned farms. We remain on track to finish conversion to group housing for all sows on company-owned farms by the end of 2017. Worldwide, we have pledged to convert all company sow farms by 2022. Our hog production operations in Poland and Romania completed their conversions to group housing facilities a number of years ago, and our joint ventures in Mexico are currently working toward the 2022 goal.
In January 2014, we announced the recommendation that all of our contract sow growers join with us in converting their facilities to group housing systems for pregnant sows. We asked contract sow growers to convert by 2022 and offered a sliding scale of incentives to accelerate that timetable. Growers who commit to convert to group housing will receive contract extensions upon completion of the conversion.
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EMPLOYEES
The following table shows the approximate number of our employees and the approximate number of employees covered by collective bargaining agreements or that are members of labor unions in each segment, as of January 3, 2016:
Segment | Employees | Employees Covered by Collective Bargaining Agreements (1) | ||||
Fresh Pork and Packaged Meats (2) | 33,709 | 18,621 | ||||
International | 11,252 | 989 | ||||
Hog Production | 5,065 | — | ||||
Corporate | 210 | — | ||||
Totals | 50,236 | 19,610 | ||||
——————————————
(1) | Includes employees that are members of labor unions. |
(2) | Employees are shared across both segments. |
Approximately 2,000 employees are covered by collective bargaining agreements that expire in 2016. Collective bargaining agreements covering other employees expire over periods throughout the next several years. We believe that our relationship with our employees is satisfactory.
FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS
See Note 15—Reportable Segments in “Item 8. Financial Statements and Supplementary Data” for financial information about geographic areas. See “Item 1A. Risk Factors” for a discussion of the risks associated with our international sales and operations.
AVAILABLE INFORMATION
Our website address is www.smithfieldfoods.com. The information on our website is not part of this annual report. Our annual report on Form 10-K, transition report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports are available free of charge through our website as soon as reasonably practicable after filing or furnishing the material to the SEC. You may read and copy documents we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for information on the public reference room. The SEC maintains a website that contains transition, annual, quarterly and current reports and other information that issuers and voluntary reporting companies, like us, file electronically with the SEC. The SEC’s website is www.sec.gov.
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ITEM 1A. | RISK FACTORS |
The following risk factors should be read carefully in connection with evaluating our business and the forward-looking information contained in this Annual Report on Form 10-K. The risk factors below represent what we believe are the known material risk factors with respect to us and our business. Any of the following risks could materially adversely affect our business, operations, industry, financial position or future financial results.
Our results of operations are cyclical and could be adversely affected by fluctuations in the commodity prices for hogs and grains.
We are largely dependent on the cost and supply of hogs and feed ingredients and the selling price of our products and competing protein products, all of which are determined by constantly changing and volatile market forces of supply and demand as well as other factors over which we have little or no control. These other factors include:
• | competing demand for corn for use in the manufacture of ethanol or other alternative fuels, |
• | environmental and conservation regulations, |
• | import and export restrictions such as trade barriers resulting from, among other things, food safety concerns and developments in international relations, |
• | economic conditions, |
• | weather, including the impact of weather on our water supply and the availability and pricing of grains, |
• | energy prices, including the effect of changes in energy prices on our transportation costs and the cost of feed, and |
• | crop and livestock diseases. |
We cannot assure you that all or part of any increased costs experienced by us from time to time can be passed along to consumers of our products, in a timely manner or at all.
Hog prices demonstrate a cyclical nature over periods of years, changing market supply and demand of hogs on the market. These fluctuations can be significant, as shown in recent years, with average domestic live hog prices going from $79 per hundredweight in 2014 to $53 per hundredweight in 2015. Further, hog raising costs are largely dependent on the fluctuations of commodity prices for corn and other feed ingredients. For example, hog raising costs decreased from $64 per hundredweight in 2014 to $58 per hundred weight in 2015. When hog prices are lower than our hog production costs which occurred in 2015, our non-vertically integrated competitors (i.e., those without significant hog production operations) may have a cost advantage over us.
Additionally, commodity pork prices demonstrate a cyclical nature over periods of years, reflecting changes in the supply of fresh pork and competing animal proteins on the market, especially beef and chicken.
We attempt to manage certain of these risks through the use of our risk management and hedging programs. However, these programs may also limit our ability to participate in gains from favorable commodity fluctuations. Additionally, a portion of our commodity derivative contracts are marked-to-market such that the related unrealized gains and losses are reported in earnings on a quarterly basis. This accounting treatment may cause significant volatility in our quarterly earnings. See “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Derivative Financial Instruments” for further information.
Outbreaks of disease among or attributed to livestock can significantly affect production, the supply of raw materials, demand for our products and our business.
We take precautions to ensure that our livestock are healthy and that our processing plants and other facilities operate in a sanitary manner. Nevertheless, we are subject to risks relating to our ability to maintain animal health and control diseases. Livestock health problems could adversely impact our production, our supply of raw materials and consumer confidence in all of our operating segments.
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From time to time, we have experienced outbreaks of livestock diseases and we may experience additional occurrences of disease in the future. Disease can reduce the number of offspring produced, hamper the growth of livestock to finished size, result in expensive vaccination programs and require in some cases the destruction of infected livestock, any of which could adversely affect our production or ability to sell or export our products. For example, during 2013, the USDA identified the first case of Porcine Epidemic Diarrhea Virus (PEDv). See “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Executive Overview-Animal Health” for additional details.
Adverse publicity concerning any disease or health concern could also cause customers to lose confidence in the safety and quality of our food products, particularly as we expand our branded pork products. In addition to risks associated with maintaining the health of our livestock, any outbreak of disease elsewhere in the U.S. or in other countries could reduce consumer confidence in the meat products affected by the particular disease, generate adverse publicity, depress market conditions for our hogs internationally and/or domestically and result in the imposition of import or export restrictions.
Outbreaks of disease among or attributed to livestock also may have indirect consequences that adversely affect our business. For example, past outbreaks of avian influenza in various parts of the world reduced the global demand for poultry and thus created a temporary surplus of poultry both domestically and internationally. This poultry surplus placed downward pressure on poultry prices, which in turn reduced meat prices including pork prices both in the U.S. and internationally. The occurrence of similar events in the future could materially and adversely affect our business, financial condition, results of operations and prospects.
Our operations are subject to the general risks associated with the food industry, including perceived or real health risks related to our products or the food industry generally and risks associated with government regulations.
We are subject to risks affecting the food industry generally, including risks posed by the following:
• | food spoilage, |
• | food contamination, |
• | food allergens, |
• | evolving consumer preferences and nutritional and health-related concerns, |
• | consumer product liability claims, |
• | product tampering, |
• | product labeling errors, |
• | the expense and possible unavailability of product liability insurance, and |
• | the potential cost and disruption of a product recall. |
Negative publicity relating to our products, brands, operations, industry or products similar to ours may adversely affect consumer perceptions of our products and result in decreased demand for our products. In particular, negative publicity relating to one of our core brands may be particularly harmful since we face risks from brand concentration. Adverse publicity concerning any perceived or real health risk associated with our brands or our products could also cause customers to lose confidence in the safety and quality of our food products, which could adversely affect our ability to sell our reputation, business, financial condition, results of operation and prospects, particularly as we expand our branded products business. We could also be adversely affected by perceived or real health risks associated with similar products produced by others to the extent such risks cause customers to lose confidence in the safety and quality of such products generally and, therefore, lead customers to opt for other meat options that are perceived as safe. The A(H1N1) influenza outbreak that occurred in late fiscal 2009 and early fiscal 2010 illustrates the adverse impact that can result from perceived health risks associated with the products we sell. Although the CDC and other regulatory and scientific bodies indicated that people cannot get A(H1N1) influenza from eating cooked pork or pork products, the perception of some consumers that the disease could be transmitted in that manner was the apparent cause of the temporary decline in pork consumption in late fiscal 2009 and early fiscal 2010.
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Our products are susceptible to contamination by disease producing organisms or pathogens, such as Listeria monocytogenes, Salmonella, Campylobacter and generic E. coli. Because these organisms and pathogens are generally found in the environment, there is a risk that one or more, as a result of food processing, could be present in our products. We have systems in place designed to monitor food safety risks throughout all stages of our vertically integrated process. However, we cannot assure you that such systems, even when working effectively, will eliminate the risks related to food safety. These organisms and pathogens can also be introduced to our products as a result of improper handling in transportation or at the further processing, foodservice or consumer level. In addition to the risks caused by our processing operations and the subsequent handling of the products, we may encounter the same risks if any third party tampers with our products. We could be required to recall certain of our products in the event of contamination or adverse test results. Any product contamination also could subject us to product liability claims, adverse publicity and government scrutiny, investigation or intervention, resulting in increased costs and decreased sales as customers lose confidence in the safety and quality of our food products. Any of these events could have an adverse impact on our reputation, business, financial condition, results of operations and prospects.
Our manufacturing facilities and products, including the processing, packaging, storage, distribution, advertising and labeling of our products, are subject to extensive federal, state and foreign laws and regulations in the food safety area, including regular government inspections and governmental food processing controls. Loss of or failure to obtain necessary permits and registrations could delay or prevent us from meeting current product demand, introducing new products, building new facilities or acquiring new businesses and could adversely affect operating results. If we are found to be out of compliance with applicable laws and regulations, particularly if it relates to or compromises food safety, we could be subject to civil remedies, including fines, injunctions, recalls or asset seizures, as well as potential criminal sanctions, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, future material changes in food safety regulations could result in increased operating costs or could be required to be implemented on schedules that cannot be met without interruptions in our operations.
Environmental regulation and related litigation and commitments could have a material adverse effect on us.
Our past and present business operations and properties are subject to extensive and increasingly stringent federal, state, local and foreign laws and regulations pertaining to protection of the environment, including among others:
• | the treatment and discharge of materials into the environment, |
• | the handling and disposition of manure and solid wastes and |
• | the emission of greenhouse gases. |
Failure to comply with these laws and regulations or any future changes to them may result in significant consequences to us, including administrative, civil and criminal penalties, liability for damages and negative publicity. Some requirements applicable to us may also be enforced by citizen groups or other third parties. Natural disasters, such as flooding and hurricanes, can cause the discharge of effluents or other waste into the environment, potentially resulting in our being subject to further liability claims and governmental regulation as has occurred in the past. See “Item 1. Business—Regulation” for further discussion of regulatory compliance as it relates to environmental risk. We have incurred, and will continue to incur, significant capital and operating expenditures to comply with these laws and regulations.
We also face the risk of lawsuits even if we are operating in compliance with applicable regulations. For example, 26 nuisance suits seeking recovery of an unspecified amount of compensatory, special and punitive damages are currently pending against our subsidiary Murphy-Brown in North Carolina. See “Item 3. Legal Proceedings--North Carolina Nuisance Litigation” for additional details. Although the Company believes that the claims are unfounded and intends to defend the suits vigorously, we cannot assure you that we will be successful, that additional nuisance claims will not arise in the future, or that the accruals for this litigation will not have to be substantially increased.
In addition, new environmental issues could arise that would cause currently unanticipated investigations, assessments or expenditures.
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Governmental authorities may take further action restricting our ability to produce and/or sell livestock or adopt new regulations impacting our production or processing operations, which could adversely affect our business.
A number of states, including Iowa and Missouri, have adopted legislation that prohibits or restricts the ability of meat packers, or in some cases corporations generally, from owning livestock or engaging in farming. In addition, Congress has in the past considered federal legislation that would ban meat packers from owning livestock. We cannot assure you that such or similar legislation affecting our operations will not be adopted at the federal or state levels in the future. Such legislation, if adopted and applicable to our current operations and not successfully challenged or settled, could have a material adverse impact on our operations and our financial statements.
In fiscal 2008, the State of North Carolina enacted a permanent moratorium on the construction of new hog farms using the lagoon and sprayfield system. The moratorium limits us from expanding our North Carolina production operations. This permanent moratorium replaced a 10-year moratorium on the construction of hog farms with more than 250 hogs or the expansion of existing large farms. This moratorium may over time lead to increased competition for contract growers.
Our level of indebtedness and the terms of our indebtedness could adversely affect our business and liquidity position.
As of January 3, 2016, we had:
• | indebtedness of $2.3 billion; |
• | guarantees of $6.7 million for leases that were transferred to JBS S.A. in connection with the sale of Smithfield Beef, Inc.; and |
• | aggregate unused capacity available totaling approximately $1.4 billion under (1) our inventory based revolving credit facility with capacity up to $1.025 billion, with an option to expand up to $1.225 billion (the Inventory Revolver), (2) our accounts receivable securitization facility with capacity up to $325.0 million (the Securitization Facility) and (3) our other credit facilities with capacity of $167.2 million, such total taking into account outstanding borrowings of $38.8 million and $88.0 million of outstanding letters of credit under the Securitization Facility. |
Because the borrowing capacity under the Inventory Revolver and Securitization Facility depends, in part, on inventory and accounts receivable levels, respectively, which fluctuate from time to time, such amounts may not reflect actual borrowing capacity.
Our indebtedness may increase from time to time for various reasons, including fluctuations in operating results, working capital needs, capital expenditures and potential acquisitions or joint ventures. In addition, due to the volatile nature of the commodities markets, we may have to borrow significant amounts to cover any margin calls under our risk management and hedging programs. During 2015, margin deposits posted by us reached $80.7 million. Our consolidated indebtedness level could significantly affect our business because:
• | it may, together with the financial and other restrictive covenants in the agreements governing our indebtedness, limit or impair our ability in the future to obtain financing, refinance any of our indebtedness, sell assets or raise equity on commercially reasonable terms or at all, which could cause us to default on our obligations and materially impair our liquidity, |
• | a downgrade in our credit rating could restrict or impede our ability to access capital markets at attractive rates and increase the cost of future borrowings, |
• | it may reduce our flexibility to respond to changing business and economic conditions or to take advantage of business opportunities that may arise, |
• | a portion of our cash flow from operations must be dedicated to interest payments on our indebtedness and is not available for other purposes, which amount would increase if prevailing interest rates rise, |
• | substantially all of our working capital assets in the United States secure the Inventory Revolver and the Securitization Facility, all of which could limit our ability to dispose of such assets or utilize the proceeds of such dispositions and, upon an event of default under any such secured indebtedness, the lenders thereunder could foreclose upon our pledged assets, and |
• | it could make us more vulnerable to downturns in general economic or industry conditions or in our business. |
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Further, our debt agreements, under certain circumstances, may limit additional borrowings, investments, the payment of dividends, the acquisition or disposition of assets, mergers and consolidations, transactions with affiliates, the creation of liens and the repayment of certain debt.
Should market conditions deteriorate, or our operating results be depressed in the future, we may have to request amendments or waivers to our covenants and restrictions under our debt agreements. There can be no assurance that we will be able to obtain such relief should it be needed in the future. A breach of any of these covenants or restrictions could result in a default that would permit our senior lenders, including lenders under the Inventory Revolver, the Securitization Facility, the Rabobank term loan (Rabobank Term Loan) and the holders of our senior unsecured notes, as the case may be, to declare all amounts outstanding under the Inventory Revolver, the Securitization Facility, the Rabobank Term Loan or the senior unsecured notes to be due and payable, together with accrued and unpaid interest, and the commitments of the relevant lenders to make further extensions of credit under the Inventory Revolver and the Securitization Facility could be terminated. If we were unable to repay our secured indebtedness to our lenders, these lenders could proceed against the collateral securing that indebtedness, which could include substantially all of our working capital assets in the United States.
Our future ability to comply with financial covenants and other conditions, make scheduled payments of principal and interest, or refinance existing borrowings depends on future business performance which is subject to economic, financial, competitive and other factors, including the other risks set forth in this Item 1A. Any failure to comply with the covenants of our debt agreements could have a material adverse effect on our business, financial condition, results of operations and prospects.
Our operations are subject to the risks associated with acquisitions and investments in joint ventures.
From time to time we review opportunities for strategic growth through acquisitions. We have also pursued and may in the future pursue strategic growth through investment in joint ventures. These acquisitions and investments may involve large transactions or realignment of existing investments. These transactions present financial, managerial and operational challenges, including:
• | diversion of management attention from managing our existing business, |
• | difficulty with integrating businesses, operations, personnel and financial and other systems, |
• | lack of experience in operating in the geographical or product markets of the acquired business, |
• | increased levels of debt potentially leading to associated reduction in ratings of our debt securities and adverse impact on our various financial ratios, |
• | the requirement that we periodically review the value at which we carry our investments in joint ventures and, in the event we determine that the value at which we carry a joint venture investment has been impaired, the requirement to record a non-cash impairment charge, which charge could substantially affect our reported earnings in the period of such charge, would negatively impact our financial ratios and could limit our ability to obtain financing in the future, |
• | potential loss of key employees and customers of the acquired business, |
• | assumption of and exposure to unknown or contingent liabilities of acquired businesses, |
• | potential disputes with the sellers, and |
• | for our investments, potential lack of common business goals and strategies with, and cooperation of, our joint venture partners. |
In addition, acquisitions outside the U.S. may present unique difficulties and increase our exposure to those risks associated with international operations.
We may experience financial or other set-backs if any of the businesses that we have acquired or may acquire in the future have problems of which we are not aware or liabilities that exceed expectations.
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Our numerous equity investments in joint ventures, partnerships and other entities, both within and outside the U.S., are periodically involved in modifying and amending their credit facilities and loan agreements. The ability of these entities to refinance or amend their facilities on a successful and satisfactory basis, and to comply with the covenants in their financing facilities, affects our assessment of the carrying value of any individual investment. As of January 3, 2016, none of our equity investments represented more than 5% of our total consolidated assets. If we determine in the future that an investment is impaired, we would be required to record a non-cash impairment charge, which could substantially affect our reported earnings in the period of such charge. In addition, any such impairment charge would negatively impact our financial ratios and could limit our ability to obtain financing in the future. See “Item 8. Notes to Consolidated Financial Statements—Note 5: Investments” for a discussion of the accounting treatment of our equity investments.
We are subject to risks associated with our international sales and operations.
Sales to international customers accounted for approximately 20% of our net sales in 2015. We conduct foreign operations in Poland, Romania and the United Kingdom and export our products to more than 40 countries. In addition, we are engaged in joint ventures in Mexico. As of January 3, 2016, approximately 16% of our long-lived assets were associated with our foreign operations. Because of the growing market share of U.S. pork products in the international markets, U.S. exporters are increasingly being affected by measures taken by importing countries to protect local producers.
Our international sales, operations and investments are subject to various risks related to economic or political uncertainties including among others:
• | general economic and political conditions, |
• | imposition of tariffs, quotas, trade barriers and other trade protection measures imposed by foreign countries, |
• | import or export licensing requirements imposed by various foreign countries, |
• | the closing of borders by foreign countries to the import of our products due to, among other things, animal disease or other perceived health or safety issues, |
• | difficulties and costs associated with complying with, and enforcing remedies under, a wide variety of complex domestic and international laws, treaties and regulations, including the Foreign Corrupt Practices Act, |
• | different regulatory structures and unexpected changes in regulatory environments, |
• | tax rates that may exceed those in the United States and earnings that may be subject to withholding requirements and incremental taxes upon repatriation, |
• | potentially negative consequences from changes in tax laws, and |
• | distribution costs, disruptions in shipping or reduced availability of freight transportation. |
Furthermore, our foreign operations are subject to the risks described above as well as additional risks and uncertainties including among others:
• | fluctuations in currency values, which have affected, among other things, the costs of our investments in foreign operations, |
• | translation of foreign currencies into U.S. dollars, and |
• | foreign currency exchange controls. |
Negative consequences relating to these risks and uncertainties could jeopardize or limit our ability to transact business in one or more of those markets where we operate or in other developing markets and could adversely affect our business, financial condition, results of operations and prospects.
Our operations are subject to the general risks of litigation.
We are involved on an ongoing basis in litigation arising in the ordinary course of business or otherwise. Trends in litigation may include class actions involving consumers, shareholders, employees or injured persons, and claims related to commercial, labor, employment, antitrust, securities or environmental matters. Moreover, the process of litigating cases, even if we are successful, may be costly, and may approximate the cost of damages sought. These actions could also expose us to adverse publicity, which might adversely affect our brands, reputation and/or customer preference for our products and distract management from other tasks. Litigation trends and expenses and the outcome of litigation cannot be predicted with certainty and adverse litigation trends, expenses and outcomes could adversely affect our business, financial condition, results of operations and prospects.
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We depend on availability of, and satisfactory relations with, our employees.
As of January 3, 2016, we had approximately 50,200 employees, 19,600 of whom are covered by collective bargaining agreements or are members of labor unions. Our operations depend on the availability, retention and relative costs of labor and maintaining satisfactory relations with employees and the labor unions. Further, employee shortages can and do occur, particularly in rural areas where some of our operations are located. Labor relations issues arise from time to time, including issues in connection with union efforts to represent employees at our plants and with the negotiation of new collective bargaining agreements. If we fail to maintain satisfactory relations with our employees or with the labor unions, we may experience labor strikes, work stoppages or other labor disputes. Negotiation of collective bargaining agreements also could result in higher ongoing labor costs. In addition, the discovery by us or governmental authorities of undocumented workers, as has occurred in the past, could result in our having to attempt to replace those workers, which could be disruptive to our operations or may be difficult to do.
Immigration reform continues to attract significant attention in the public arena and the U.S. Congress. If new immigration legislation is enacted, such laws may contain provisions that could increase our costs in recruiting, training and retaining employees and increase our costs of complying with federal law in reviewing employees' immigration status. Furthermore, increased enforcement efforts with respect to existing immigration laws by governmental authorities may disrupt a portion of our workforce or our operations.
There can be no assurance that these activities or consequences will not adversely affect our business, financial condition, results of operations or prospects in the future.
The continued consolidation of customers could negatively impact our business.
Our ten largest customers represented approximately 29% of net sales for 2015. We do not have long-term sales agreements (other than to certain third-party hog customers) or other contractual assurances as to future sales to these major customers. In addition, continued consolidation within the retail industry, including among supermarkets, warehouse clubs and food distributors, has resulted in an increasingly concentrated retail base and increased our credit exposure to certain customers. Our business could be materially adversely affected and suffer significant set-backs in sales and operating income from the loss of some of our larger customers or if our larger customers' plans, markets, and/or financial condition should change significantly.
An impairment in the carrying value of goodwill could negatively impact our consolidated results of operations and net worth.
Goodwill is recorded at fair value and is not amortized, but is reviewed for impairment at least annually or more frequently if impairment indicators arise. In evaluating the potential for impairment of goodwill, we make assumptions regarding future operating performance, business trends, and market and economic conditions. Such analyses further require us to make judgmental assumptions about sales, operating margins, growth rates, and discount rates. There are inherent uncertainties related to these factors and to management's judgment in applying these factors to the assessment of goodwill recoverability. Goodwill reviews are prepared using estimates of the fair value of reporting units based on market multiples of EBITDA (earnings before interest, taxes, depreciation and amortization) and/or on the estimated present value of future cash flows. We could be required to evaluate the recoverability of goodwill prior to the annual assessment if we experience disruptions to the business, unexpected significant declines in operating results, divestiture of a significant component of our business or market capitalization declines.
Impairment charges could substantially affect our reported earnings in the periods of such charges. In addition, impairment charges would negatively impact our financial ratios and could limit our ability to obtain financing in the future. As of January 3, 2016, we had $1.6 billion of goodwill, which represented approximately 16% of total assets.
Deterioration of economic conditions could negatively impact our business.
Our business may be adversely affected by changes in national or global economic conditions, including inflation, interest rates, availability of and access to capital markets, consumer spending rates, energy availability and costs (including fuel surcharges) and the effects of governmental initiatives to manage economic conditions.
Any such changes could adversely affect the demand for our products or the cost and availability of our needed raw materials, cooking ingredients and packaging materials, thereby negatively affecting our financial results.
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Disruptions and instability in credit and other financial markets and deterioration of national and global economic conditions, could, among other things:
• | make it more difficult or costly for us to obtain financing for our operations or investments or to refinance our debt in the future; |
• | cause our lenders to depart from prior credit industry practice and make more difficult or expensive the granting of any technical or other waivers under our credit agreements to the extent we may seek them in the future; |
• | impair the financial condition of some of our customers, suppliers or counterparties to our derivative instruments, thereby increasing customer bad debts, non-performance by suppliers or counterparty failures negatively impacting our treasury operations; |
• | negatively impact global demand for our products, which could result in a reduction of sales, operating income and cash flows; |
• | decrease the value of our investments in equity and debt securities, including our company-owned life insurance and pension plan assets, which could result in higher pension cost and statutorily mandated funding requirements; and |
• | impair the financial viability of our insurers. |
ITEM 1B. | UNRESOLVED STAFF COMMENTS |
None.
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ITEM 2. | PROPERTIES |
The following table lists our material plants and other physical properties. Based on a five day week, our weekly domestic pork slaughter capacity was 589,000 head and our domestic packaged meats capacity was 69.0 million pounds, as of January 3, 2016. During 2015, the average weekly domestic capacity utilization for pork slaughter and packaged meats was 99% and 88%, respectively. We believe these properties are adequate and suitable for our needs.
Location | Segment | Operation |
Processing Plant Bladen County, North Carolina | Fresh Pork | Slaughtering and cutting hogs |
Processing Plant Smithfield, Virginia | Fresh Pork and Packaged Meats | Slaughtering and cutting hogs; fresh and packaged pork products |
Processing Plant Kinston, North Carolina | Packaged Meats | Production of boneless cooked hams, deli hams and sliced deli products |
Processing Plant Clinton, North Carolina | Fresh Pork and Packaged Meats | Slaughtering and cutting hogs; fresh and packaged pork products |
Processing Plant Wilson, North Carolina | Packaged Meats | Production of bacon |
Processing Plant Sioux Falls, South Dakota | Fresh Pork and Packaged Meats | Slaughtering and cutting hogs; fresh and packaged pork products |
Processing Plant Springdale, OH | Packaged Meats | Production of hot dogs and luncheon meats |
Processing Plant Sioux City, Iowa | Fresh Pork and Packaged Meats | Production of raw and cooked ribs and other BBQ items |
Processing Plant St. Charles, Illinois | Packaged Meats | Production of bulk and sliced dry sausages |
Processing Plant Omaha, Nebraska | Packaged Meats | Production of bulk and sliced dry sausages |
Processing Plant Peru, Indiana | Packaged Meats | Production of pre-cooked bacon |
Processing Plant Junction City, Kansas | Packaged Meats | Production of smoked sausage |
Processing Plant Mason City, Iowa | Packaged Meats | Production of boneless bulk and sliced ham products |
Processing Plant St. James, Minnesota | Packaged Meats | Production of sliced luncheon meats |
Processing Plant Crete, Nebraska | Fresh Pork and Packaged Meats | Slaughtering and cutting hogs; fresh and packaged pork products |
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Location | Segment | Operation |
Processing Plant Monmouth, Illinois | Fresh Pork and Packaged Meats | Slaughtering and cutting hogs; fresh and packaged pork products |
Processing Plant Denison, Iowa | Fresh Pork and Packaged Meats | Slaughtering and cutting hogs; fresh and packaged pork products |
Processing Plant Milan, Missouri | Fresh Pork | Slaughtering and cutting hogs; fresh pork |
Processing Plant Wichita, Kansas | Packaged Meats | Production of hot dogs and luncheon meats |
Processing Plant Lincoln, Nebraska | Packaged Meats | Production of smoked hams and other smoked meats |
Processing Plant Grayson, Kentucky | Packaged Meats | Production of spiral hams and smoked ham products |
Processing Plant Martin City, Missouri | Packaged Meats | Production of spiral hams |
Processing Plant Cudahy, Wisconsin | Packaged Meats | Production of bacon, dry sausage and refinery products |
Processing Plant Szczecin, Poland | International | Slaughtering and deboning hogs; production of packaged and other pork products |
Processing Plant Starachowice, Poland | International | Slaughtering and deboning hogs; production of packaged and other pork products |
Processing Plant Elk, Poland | International | Slaughtering and deboning hogs; production of packaged and other pork products |
Processing Plant Morliny, Poland | International | Production of packaged and other pork and beef products |
Processing Plant Ilawa, Poland | International | Slaughtering of turkey and geese; production of fresh and packaged poultry products |
Processing Plant Suwalki, Poland | International | Slaughtering of chicken; production of fresh and packaged poultry products |
Processing Plant Opole, Poland | International | Slaughtering of chicken; production of fresh and packaged poultry products |
Processing Plant Debica, Poland | International | Production of packaged poultry products |
Processing Plant Timisoara, Romania | International | Slaughtering, deboning and rendering hogs |
Corporate Headquarters Smithfield, Virginia | Corporate | Management and administrative support services for other segments |
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The Hog Production segment owns and leases numerous hog production and grain storage facilities, as well as feedmills, mainly in North Carolina, Utah, Missouri, Iowa, Colorado and Virginia, with additional facilities in Oklahoma, Texas, Illinois, South Carolina, Pennsylvania, South Dakota and Kansas.
Also, the International segment owns and leases numerous hog production and grain storage facilities, as well as feedmills, in Poland and Romania.
ITEM 3. | LEGAL PROCEEDINGS |
We and certain of our subsidiaries are parties to the environmental litigation matters discussed in “Item 1. Business—Regulation” above. Apart from those matters and the matters listed below, we and our affiliates are parties to various lawsuits arising in the ordinary course of business. In the opinion of management, any ultimate liability with respect to the ordinary course matters will not have a material adverse effect on our financial position or results of operations.
North Carolina Nuisance Litigation
In July, August and September 2013, 25 complaints were filed in the Superior Court of Wake County, North Carolina by 479 individual plaintiffs against Smithfield and our wholly owned subsidiary, Murphy-Brown, alleging causes of action for nuisance and related claims. All 25 complaints were dismissed without prejudice in September and October 2014.
In August, September and October 2014, 25 complaints were filed in the Eastern District of North Carolina by 515 individual plaintiffs against our wholly owned subsidiary, Murphy-Brown, alleging causes of action for nuisance and related claims. The complaints stemmed from the nuisance cases previously filed in the Superior Court of Wake County. On February 23, 2015, all 25 complaints were amended, one complaint was severed into two separate actions, and several additional plaintiffs were joined, bringing the total number of plaintiffs to 541. On June 29, 2015, the Court granted Murphy-Brown's motion to strike certain allegations in the complaints, and plaintiffs subsequently amended all 26 complaints pursuant to the Court's order. Ten plaintiffs dismissed their claims without prejudice. Murphy-Brown filed its answers and affirmative defenses to all 26 complaints on August 31, 2015, and the parties are engaging in discovery. During discovery, several additional plaintiffs dismissed their claims. The 26 currently pending complaints include claims on behalf of 516 plaintiffs and relate to approximately 14 company-owned and 75 contract farms. All 26 complaints include causes of action for temporary nuisance and negligence and seek recovery of an unspecified amount of compensatory, special and punitive damages. The Company believes that the claims are unfounded and intends to defend the suits vigorously.
Neuse Riverkeeper Foundation and Waterkeeper Alliance NOI
From time to time we receive notices from regulatory authorities and others asserting that we are not in compliance with certain environmental laws and regulations. In some instances, litigation ensues.
On March 13, 2014, the Neuse Riverkeeper Foundation and Waterkeeper Alliance submitted a 60-day Notice of Intent (NOI) to file a citizen suit against the Company, our wholly owned subsidiary Murphy-Brown, a contract grower, the landowner, and certain individual employees of either Murphy-Brown or the contract grower related to alleged violations of the Clean Water Act at a hog farm in Greene County, North Carolina. The Company is continuing to investigate the allegations and is in the process of responding.
ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
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EXECUTIVE OFFICERS OF THE REGISTRANT
The following table shows the name and age, position and business experience during the past five years of each of our executive officers. Our board of directors (the "Board" or "Board of Directors") elects executive officers to hold office until the next annual meeting of the Board, until their successors are elected or until their resignation or removal.
Name and Age | Position | Business Experience During Past Five Years |
Kenneth M. Sullivan (52) | President and Chief Executive Officer | Mr. Sullivan was elected Chief Executive Officer effective December 31, 2015. He served as Chief Operating Officer from October 2015 to December 2015 and elected President effective October 1, 2015. He served as Chief Financial Officer from 2013 to October 2015 and elected Executive Vice President effective March 1, 2015. He served as Senior Vice President of Finance and Chief Accounting Officer from 2012 to 2013, Vice President of Finance and Chief Accounting Officer from 2010 to 2012, Chief Accounting Officer from 2007 to 2010 and Vice President of Internal Audit from 2003 to 2007. |
Glenn T. Nunziata (42) | Executive Vice President, Chief Financial Officer | Mr. Nunziata was elected Chief Financial Officer effective October 1, 2015. Mr. Nunziata most recently served as a Partner in Assurance Services at Ernst & Young, having been with Ernst & Young for 19 years. |
Dhamu Thamodaran (60) | Executive Vice President, Chief Strategy Officer and Chief Commodity Hedging Officer | Mr. Thamodaran was elected Chief Strategy Officer in February 2016 and was elected as an Executive Vice President in July 2011. He was named Senior Vice President and Chief Commodity Hedging Officer in June 2008. Prior to these appointments, Mr. Thamodaran served as Vice President, Price Risk Management. |
Joseph B. Sebring (68) | President, Packaged Meats Division | Mr. Sebring was elected President, Packaged Meats Division effective March 1, 2015. He served as President of John Morrell from May 1994 to February 2015. |
Dariusz Nowakowski (62) | President, Smithfield Europe | Mr. Nowakowski was elected President of Smithfield Europe in August 2012 and is responsible for all of Smithfield's wholly owned subsidiaries in Europe. Mr. Nowakowski joined Smithfield in 2006 as President of Animex. |
Scott Saunders (52) | President, Fresh Pork Division | Mr. Saunders was elected President, Fresh Pork Division, effective March 1, 2015. He served as Chief Financial Officer of John Morrell from 2008 to February 2015. |
Gregg Schmidt (58) | President, Hog Production Division | Mr. Schmidt was elected President, Hog Production Division, effective March 1, 2015. He served as President of Murphy-Brown from 2013 to February 2015. He served as President of Murphy-Brown East Production Operations from 2011 to 2013 and served as President of the International Division from 2002 to 2011. |
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PART II
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
MARKET INFORMATION
Prior to the Merger, our common stock was listed on the New York Stock Exchange under the symbol "SFD." As a result of the Merger, our common stock ceased to be traded on the New York Stock Exchange after close of market on September 26, 2013. Smithfield Foods, Inc. is wholly owned by a subsidiary of WH Group.
DIVIDENDS
During 2015, we paid a $30.0 million dividend to WH Group. Subject to the limitations in certain of our debt agreements, we expect to continue to pay dividends to WH Group based on a certain percentage of our net income. The terms of certain of our debt agreements limit the payment of cash dividends on our common stock. We only pay cash dividends from assets legally available for that purpose.
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ITEM 6. | SELECTED FINANCIAL DATA |
On September 26, 2013, we were acquired by an indirect subsidiary of WH Group in a merger transaction accounted for as a business combination. Unless the context otherwise requires, all references to “Successor” refer to Smithfield Foods, Inc. and all its subsidiaries for the period subsequent to the Merger. All references to “Predecessor” refer to Smithfield Foods, Inc. and all its subsidiaries for all periods prior to the Merger. In addition, the Merger was accounted for under the acquisition method of accounting, which resulted in purchase price allocations that affect the comparability of results of operations for periods before and after the Merger.
The following table shows selected consolidated financial data and other operational data for each of the periods indicated. This financial data has been derived from our audited consolidated financial statements. The financial data for the eight months ended December 29, 2013 (the Transition Period) have been derived from our audited consolidated financial statements, but have not been audited. You should read the information in conjunction with “Item 8. Financial Statements and Supplementary Data” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations."
As a result of the Merger, all outstanding common stock of the Company during the Predecessor period was retired and all of the outstanding shares of Merger Sub were converted to 1,000 shares of common stock of the Company, no par value, and such shares are owned by a wholly owned subsidiary of WH Group. There are no other shares of stock outstanding in the Company; therefore we have not reported earnings per share.
Successor | Predecessor | |||||||||||||||||||||||||||
Twelve Months Ended | Twelve Months Ended | |||||||||||||||||||||||||||
January 3, 2016 | December 28, 2014 | September 27 - December 29, 2013 | April 29 - September 26, 2013 | April 28, 2013 | April 29, 2012 | May 1, 2011 | ||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Statement of Income Data: | ||||||||||||||||||||||||||||
Sales | $ | 14,438.4 | $ | 15,031.3 | $ | 3,894.2 | $ | 5,679.5 | $ | 13,221.1 | $ | 13,094.3 | $ | 12,202.7 | ||||||||||||||
Cost of sales | 12,683.0 | 13,255.7 | 3,543.1 | 5,190.1 | 11,901.4 | 11,544.9 | 10,488.6 | |||||||||||||||||||||
Gross profit | 1,755.4 | 1,775.6 | 351.1 | 489.4 | 1,319.7 | 1,549.4 | 1,714.1 | |||||||||||||||||||||
Selling, general and administrative expenses | 973.3 | 902.2 | 213.4 | 341.7 | 815.4 | 816.9 | 789.8 | |||||||||||||||||||||
Gain on fire insurance recovery | — | — | — | — | — | — | (120.6 | ) | ||||||||||||||||||||
Merger related costs | — | — | 23.9 | 18.0 | — | — | — | |||||||||||||||||||||
(Income) loss from equity method investments | (11.7 | ) | (58.2 | ) | 2.6 | 0.5 | (15.0 | ) | 9.9 | (50.1 | ) | |||||||||||||||||
Operating profit | 793.8 | 931.6 | 111.2 | 129.2 | 519.3 | 722.6 | 1,095.0 | |||||||||||||||||||||
Interest expense | 133.8 | 159.4 | 59.0 | 64.6 | 168.7 | 176.7 | 245.4 | |||||||||||||||||||||
Non-operating (gain) loss | 12.1 | (0.9 | ) | 1.7 | — | 120.7 | 12.2 | 92.5 | ||||||||||||||||||||
Income before income taxes | 647.9 | 773.1 | 50.5 | 64.6 | 229.9 | 533.7 | 757.1 | |||||||||||||||||||||
Income tax expense | 195.6 | 217.0 | 15.8 | 12.7 | 46.1 | 172.4 | 236.1 | |||||||||||||||||||||
Net income | $ | 452.3 | $ | 556.1 | $ | 34.7 | $ | 51.9 | $ | 183.8 | $ | 361.3 | $ | 521.0 | ||||||||||||||
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Successor | Predecessor | |||||||||||||||||||||||||||
January 3, 2016 | December 28, 2014 | December 29, 2013 | April 28, 2013 | April 29, 2012 | May 1, 2011 | |||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Balance Sheet Data: | ||||||||||||||||||||||||||||
Working capital | $ | 2,196.3 | $ | 2,280.4 | $ | 2,208.5 | $ | 1,805.6 | $ | 2,162.7 | $ | 2,110.0 | ||||||||||||||||
Total assets | 9,894.0 | 10,131.5 | 9,935.8 | 7,681.3 | 7,388.8 | 7,575.5 | ||||||||||||||||||||||
Long-term debt and capital lease obligations | 2,257.9 | 2,678.5 | 2,978.4 | 1,794.1 | 1,867.5 | 1,942.3 | ||||||||||||||||||||||
Shareholder's equity | 4,820.5 | 4,539.5 | 4,231.1 | 3,097.0 | 3,387.3 | 3,545.5 | ||||||||||||||||||||||
Twelve Months Ended | Twelve Months Ended | |||||||||||||||||||||||||||
January 3, 2016 | December 28, 2014 | The Transition Period | April 28, 2013 | April 29, 2012 | May 1, 2011 | |||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Other Consolidated Operational Data: | ||||||||||||||||||||||||||||
Total hogs processed (1) | 35.1 | 32.1 | 21.9 | 32.0 | 30.7 | 30.4 | ||||||||||||||||||||||
Packaged meats sales (pounds) (2) | 3,509.6 | 3,333.6 | 2,225.1 | 3,260.2 | 3,119.4 | 3,159.7 | ||||||||||||||||||||||
Fresh meats sales (pounds) (1) | 5,180.6 | 4,471.3 | 2,920.7 | 4,234.3 | 4,154.6 | 4,035.0 | ||||||||||||||||||||||
Total hogs sold (3) | 18.7 | 17.3 | 12.6 | 18.4 | 18.1 | 18.6 | ||||||||||||||||||||||
(1) | Comprised of Fresh Pork and International. |
(2) | Comprised of Packaged Meats and International. |
(3) | Comprised of Hog Production and International and includes intercompany hog sales. |
Notes to Selected Financial Data:
Twelve Months Ended January 3, 2016
• | Includes gain of $12.0 million on the sale of our product label printing business in Kansas City. |
• | Includes losses of $12.8 million on debt extinguishments. |
Twelve Months Ended December 28, 2014
• | None. |
Three Months Ended December 29, 2013
• | Includes $23.9 million of professional fees related to the Merger. |
• | Includes $17.3 million of debt issuance costs for a financing arrangement entered into by Merger Sub. We recognized these costs in interest expense upon termination of the financing arrangement following the Merger. |
Five Months Ended September 26, 2013
• | Includes $18.0 million of professional fees related to the Merger. |
Twelve Months Ended April 28, 2013
• | Includes losses of $120.7 million on debt extinguishment. |
Twelve Months Ended April 29, 2012
▪ | Includes our share of charges related to the CFG Consolidation Plan, as defined in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Significant Events Affecting Results of Operations," of $38.7 million. |
▪ | Includes net charges of $22.2 million related to the litigation in Missouri that involved a number of claims alleging that hog farms owned by us or operated under hog raising contracts with third parties interfered with the plaintiffs' use and enjoyment of their properties (the Missouri Litigation). |
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▪ | Includes losses of $12.2 million on debt extinguishment. |
▪ | Includes accelerated depreciation charges associated with the idling of certain Missouri hog farm assets of $8.2 million. |
▪ | Includes accelerated depreciation and other charges associated with the planned closure of our Portsmouth facility of $4.7 million. |
▪ | Includes $3.1 million of charges related to our plan to improve the cost structure and profitability of our domestic hog production operations (the Cost Savings Initiative). |
Twelve Months Ended May 1, 2011
▪ | Includes an involuntary conversion gain on fire insurance recovery of $120.6 million. |
▪ | Includes losses of $92.5 million on debt extinguishment. |
▪ | Includes $28.0 million of charges related to the Cost Savings Initiative. |
▪ | Includes a net benefit of $19.1 million related to the Missouri Litigation. |
▪ | Includes net gains of $18.7 million on the sale of hog farms. |
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ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
You should read the following information in conjunction with the audited consolidated financial statements and the related notes in “Item 8. Financial Statements and Supplementary Data.”
EXECUTIVE OVERVIEW
We are the largest hog producer and pork processor in the world. In the United States, we are also the leader in numerous packaged meats categories with popular brands including Smithfield®, Eckrich®, Farmland®, Armour® and John Morrell®. We are committed to providing good food in a responsible way and maintaining robust animal care, community involvement, employee safety, environmental, and food safety and quality programs.
We produce and market a wide variety of fresh meat and packaged meats products both domestically and internationally. We operate in a cyclical industry and our results are significantly affected by fluctuations in commodity prices for livestock (primarily hogs) and grains. Some of the factors that we believe are critical to the success of our business are our ability to:
▪ | maintain and expand market share, particularly in packaged meats, |
▪ | develop and maintain strong customer relationships, |
▪ | continually innovate and differentiate our products, |
▪ | manage risk in volatile commodities markets, and |
▪ | maintain our position as a low cost producer of live hogs, fresh pork and packaged meats. |
We conduct our operations through five reportable segments: Fresh Pork, Packaged Meats, Hog Production, International and Corporate. The Fresh Pork segment consists of our U.S. fresh pork operations. The Packaged Meats segment consists of our U.S. packaged meats operations. The Hog Production segment consists of our hog production operations located in the U.S. The International segment is comprised mainly of our meat processing and distribution operations in Poland, Romania and the United Kingdom, our interests in meat processing operations in Mexico, our hog production operations located in Poland and Romania, our interests in hog production operations in Mexico, and our former investment in Campofrío Food Group (CFG). The Corporate segment provides management and administrative services to support our other segments.
In February 2015, we announced an organizational realignment and key senior management appointments that unify all of our independent operating companies, brands, marketing and employees under one corporate umbrella. Moving to a more centralized structure allows for a more efficient and effective approach to customers, best utilizes management talent, maximizes the manufacturing platform and plant efficiency and optimizes marketing, innovation and brand management.
WH Group Merger
On September 26, 2013 (the Merger Date), pursuant to the Agreement and Plan of Merger dated May 28, 2013 (the Merger Agreement) with WH Group Limited, formerly Shuanghui International Holdings Limited, a corporation formed under the laws of the Cayman Islands and hereinafter referred to as WH Group, the Company merged with Sun Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of WH Group (Merger Sub), in a transaction hereinafter referred to as the Merger. As a result of the Merger, the Company survived as a wholly owned subsidiary of WH Group.
WH Group is the majority shareholder of Henan Shuanghui Investment & Development Co., which is China's largest meat processing enterprise and China's largest publicly traded meat products company as measured by market capitalization. WH Group is a pioneer in the Chinese meat processing industry with over 30 years of history. WH Group's businesses include hog production, meat processing, fresh meat and packaged meats production and distribution. The merging of WH Group's distribution network with our strong management team, leading brands and vertically integrated model is allowing us to provide high-quality, competitively-priced and safe U.S. meat products to consumers in markets around the world. As part of WH Group's international platform, we expect our best practices in large-scale farming, food safety standards, environmental stewardship and animal welfare to set the global industry standard.
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This transaction enabled Smithfield to continue to execute on its strategic priorities while maintaining brand excellence and commitment to environmental stewardship and animal welfare. We believe we have established Smithfield as the world's leading vertically integrated pork processor and hog producer with best-in-class operations and outstanding food safety practices. Operationally, we have become part of an enterprise that shares our belief in global opportunities and our commitment to the highest standards of product safety and quality. With our shared expertise and leadership, we continue to work on accelerating a global expansion strategy as part of WH Group.
The Merger was accounted for as a business combination using the acquisition method of accounting. WH Groups's cost of acquiring the Company has been pushed-down to establish a new accounting basis for the Company. The difference in the cost basis of the Company before and after the Merger impacts the comparability of results.
Change in Fiscal Year
On January 16, 2014, the Company elected to change its fiscal year from the 52 or 53 week period which previously ended on the Sunday nearest to April 30 to the 52 or 53 week period which ends on the Sunday nearest to December 31. The change became effective at the end of the period ended December 29, 2013. Unless otherwise noted, all references to "2015" and "2014" in this report are to the 53 week period ended January 3, 2016 and the 52 week period ended December 28, 2014, respectively.
2015 Summary
Net income was $452.3 million in 2015, compared to net income of $556.1 million in 2014. The following summarizes the operating results of each of our reportable segments for 2015 compared to 2014:
▪ | Fresh Pork operating profit increased $80.6 million primarily as the impact of lower meat values was more than offset by lower hog prices. |
▪ | Packaged Meats operating profit increased $213.5 million to a record $673.3 million primarily as a result of lower raw material costs and higher sales volume, partially offset by lower average selling prices. |
▪ | Hog Production operating profit decreased $324.5 million primarily as a result of lower live hog market prices driven by higher hog supplies, partially offset by favorable hedging results and lower feed costs. |
▪ | International operating profit decreased $89.7 million due to lower pork market prices in Europe and Mexico and the impact of foreign currency translation due to a stronger U.S. dollar. |
▪ | Corporate expenses increased by $17.7 million primarily due to higher stock-based compensation expense and charitable contributions. |
The following table provides a reconciliation of net income to EBITDA and adjusted EBITDA for all periods presented. EBITDA and adjusted EBITDA are non-GAAP measures. We believe EBITDA is a useful measure to our investors because it excludes the effects of financing and investing activities by eliminating interest and depreciation costs. We also believe adjusted EBITDA is a useful measure as it excludes the effect of non-operating activities. EBITDA and adjusted EBITDA are not intended to be substitutes for our comparable GAAP measures and should not be used by investors or other users of our financial statements as the sole basis for formulating decisions as they exclude a number of important cash and non-cash charges.
Twelve Months Ended | |||||||||
January 3, 2016 | December 28, 2014 | ||||||||
(in millions) | |||||||||
Net income | $ | 452.3 | $ | 556.1 | |||||
Interest expense | 133.8 | 159.4 | |||||||
Income tax expense | 195.6 | 217.0 | |||||||
Depreciation and amortization expense | 234.1 | 230.8 | |||||||
EBITDA | $ | 1,015.8 | $ | 1,163.3 | |||||
Non-operating (gain) loss | 12.1 | (0.9 | ) | ||||||
Adjusted EBITDA | $ | 1,027.9 | $ | 1,162.4 | |||||
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Animal Health
The U.S. Department of Agriculture (USDA) identified Porcine Epidemic Diarrhea Virus (PEDv) in the United States for the first time in 2013. During 2014, the U.S. pork market was significantly impacted by the spreading of PEDv, a disease that only infects pigs, not humans or other livestock, which has been an industry-wide issue and continues to have a presence in U.S. swine. Our herds in several regions in which we operate were affected in 2014 as PEDv spread throughout the U.S. There were confirmed cases of PEDv in the U.S. in 2015; however, there were very few cases compared to the outbreak that occurred in 2014. The USDA and the industry continue to monitor the situation. During 2015, herds in several of our geographic regions were also impacted by outbreaks of Porcine Reproductive and Respiratory Syndrome Virus (PRRSv). While PRRSv is not new to the swine industry, the impact of these outbreaks was more severe than observed in recent years. We are subject to risks related to our ability to maintain animal health and control PEDv and PRRSv. We are unable to predict the extent these diseases will impact our operations or market prices in the future.
In 2014, the spread of PEDv in the U.S. reduced hog supplies and lead to higher hog and meat prices. In 2015, the hog herds recovered and the supply increase yielded lower market prices.
Renewable Fuel Standard
The federal Renewable Fuel Standard (RFS) program requires that bio-fuels be blended into transportation fuels at ever-increasing volumes up to 36 billion gallons in 2030. In October 2010, the Environmental Protection Agency (EPA) granted a “partial waiver” to a statutory bar under the Clean Air Act prohibiting fuel manufacturers from introducing fuel additives that are not “substantially similar” to those already approved and in use for vehicles of model year (MY) 1975 or later. Prior to the EPA's decision, the ethanol content of gasoline in the United States was limited to 10 percent (E10), which created a barrier, commonly referred to as the “blendwall,” to the expansion of blended bio-fuels as prescribed by the RFS. The EPA's decision allows fuel manufacturers to increase the ethanol content of gasoline to 15 percent (E15) for use in MY 2007 and newer light-duty motor vehicles, including passenger cars, light-duty trucks and medium-duty passenger vehicles. In January 2011, the EPA granted another partial waiver authorizing E15 use in MY 2001-2006 light-duty motor vehicles. Judicial challenges to these rulemakings by a coalition of industry groups were dismissed.
In 2013, the EPA issued a proposed rule that would have reduced the volume of renewable fuels mandated by statute and reflected the EPA’s estimate of what would actually be produced in 2014. In April 2015, the EPA entered into a proposed consent decree which would have them propose the 2015 RFS by June 1, 2015 and to finalize the 2014 and 2015 RFS targets by November 30, 2015. On May 29, 2015, the EPA proposed to establish the annual percentage standards for cellulosic biofuel, biomass-based diesel, advanced biofuel and total renewable fuels that apply to all gasoline and diesel produced or imported in years 2014, 2015 and 2016 as well as the volume of biomass-based diesel for 2017. The proposed volumes are below statutory levels, but above historical output of renewable fuels. On November 30, 2015, the EPA finalized RFS standards for 2014, 2015 and 2016 at higher levels than the proposed volumes, but below statutory targets. The 2016 standard is set at 18.11 billion gallons of renewable fuels, or 10.10% of the motor fuel pool.
Representative Bob Goodlatte (R-VA) has re-introduced legislation in the 114th Congress that would eliminate the conventional (corn starch) ethanol mandate, cap the blendwall at E10, and require the EPA to set cellulosic standards at production levels. Additionally, Sens. Dianne Feinstein (D-CA) and Pat Toomey (R-PA) have introduced similar legislation which would eliminate the conventional ethanol mandate. Although the long-term impact of the RFS is currently unknown, studies have shown that expanded corn-based ethanol production has driven up the price of livestock feed and led to commodity-price volatility. We cannot presently assess the full economic impact of the RFS program on the meat processing industry or on our operations.
Country of Origin Labeling
Following a World Trade Organization (WTO) panel ruling on a complaint by Canada and Mexico that existing U.S. country- of-origin labeling (COOL) requirements violated the United States’ WTO obligations, the USDA published a new rule effective May 23, 2013, Mandatory Country of Origin Labeling of Beef, Pork, Lamb, Chicken, Goat Meat, Wild and Farm-Raised Fish and Shellfish, Perishable Agricultural Commodities, Peanuts, Pecans, Ginseng, and Macadamia Nuts. 78 Fed. Reg. 31367 (May 24, 2013) (the 2013 Rule). The 2013 Rule requires, in part, that labels on covered meat products must list separately, in sequence, the specific country where the animal was "born," the country where it was "raised," and the country where it was "slaughtered." The rule also prohibits combining or commingling of meats with different "Born, Raised, and Slaughtered" combinations in the same package at retail.
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On March 28, 2014 and on July 29, 2014, the U.S. Court of Appeals for the District of Columbia Circuit rejected a judicial challenge to these rulemakings by a coalition of industry groups. As of February 9, 2015, industry opponents dropped their lawsuit against the USDA. The Canadian and Mexican governments challenged the 2013 Rule before the Dispute Settlement Body (DSB) of the WTO. On October 20, 2014, the DSB issued panel reports finding in favor of Canada and Mexico and against the United States' 2013 Rule. An appeal of the DSB's ruling brought by the U.S. was rejected. Canada and Mexico are seeking a combined $3.2 billion in retaliatory tariffs against a range of U.S. agricultural and manufactured product exports, including frozen and chilled pork products. In December 2015, a WTO Arbitration Panel report set retaliatory tariffs against the United States at just over $1 billion.
In December 2015, Congress passed and the President signed into law the Fiscal Year 2016 omnibus spending legislation which included legislative language to repeal the WTO-noncompliant components of the COOL statute. Although Canada and Mexico still have the right to initiate retaliatory tariffs against the U.S. under WTO rules, there is no indication that they intend to do so and the revocation of mandatory COOL for meat has essentially settled the dispute.
Outlook
The commodity markets affecting our business fluctuate on a daily basis. In this operating environment, it is difficult to forecast industry trends and conditions. The outlook statements that follow must be viewed in this context.
Our most exciting growth prospect is the ongoing development of our packaged meats business. Although we have experienced meaningful and consistent improvement in packaged meats margins, we believe significant growth potential remains. We will continue to strengthen our consumer-focused marketing programs and promote innovation to improve our product mix toward branded, value-added products. We expect these actions to result in continued broad-based gains in packaged meats sales, volume, market share, distribution and margins.
With our organizational realignment, we are taking steps to build on our record results in 2014 as we continue to solidify Smithfield's position as a global leader in branded packaged meats. There is a plethora of benefits to moving to a centralized structure and unifying all our resources and brands together as “One Smithfield,” which should position us to take advantage of growth opportunities in the following ways:
• | Leveraging Smithfield's size and scope in pork industry; |
• | Maximizing our manufacturing platform and distribution system; |
• | Approaching the market more efficiently and effectively; |
• | Best utilizing management talent across company; |
• | Aligning our operations to provide better customer service; |
• | Optimizing operations in areas like brand management, manufacturing, sales, and marketing; and |
• | Strengthening marketing, brand building and innovation across all brands. |
We will continue to sharpen our strategic focus and drive operational improvements across our entire platform, including our fresh pork, hog production and international divisions. We are focused on growth and believe that Smithfield is in an ideal position to continue to achieve strong results into 2016.
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RESULTS OF OPERATIONS
Significant Events Affecting Results of Operations
Sale of Label Printing Plant
In 2015, we sold our product label printing business in Kansas City for $1.65 million cash plus contingent consideration, which we valued at $11.9 million, and recognized a gain of $12.0 million in SG&A, reflected in the Packaged Meats segment.
Sale of CFG
In June 2015, we completed the sale of our entire equity interest in CFG to Alfa for $354.0 million in cash. As of the date of the sale, the book value of our investment in CFG was $298.7 million. Additionally, we had $54.6 million of unrealized currency translation losses on our balance sheet related to our investment in CFG.
Tender Offer
In January 2015, we commenced a cash tender offer for our 7.75% senior unsecured notes due July 2017, 5.25% senior unsecured notes due August 2018, 5.875% senior unsecured notes due August 2021 and 6.625% senior unsecured notes due August 2022, subject to a maximum aggregate purchase price up to $275.0 million (2015 Tender Offer). As a result of the 2015 Tender Offer, we paid $275.0 million to repurchase $258.1 million of principal and recognized losses on debt extinguishment of $12.8 million in non-operating (gain) loss in the consolidated condensed income statement, including the write-off of related unamortized premiums and debt issuance costs.
WH Group Merger
In connection with the Merger, we incurred $23.9 million and $18.0 million of professional fees during the three months ended December 29, 2013 and five months ended September 26, 2013, respectively. These fees are recognized in merger related costs on the consolidated statements of income and reflected in the results of our Corporate segment. In addition, Merger Sub deferred $17.3 million of debt issuance costs for a financing arrangement. We recognized these deferred costs in interest expense during the three months ended December 29, 2013 upon termination of the financing arrangement following the Merger.
WH Group's cost of acquiring the Company has been pushed-down to establish a new accounting basis for the Company. The allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed by WH Group in the Merger reflects fair value estimates based on management analysis, including work performed by third-party valuation specialists. This work was finalized during the third quarter of 2014 with no material adjustments. Our pre-tax earnings for the twelve months ended December 29, 2013 were negatively impacted by $37.7 million as a result of the fair value adjustments to our assets and liabilities, including a $45.4 million increase in cost of sales as a result of the fair value step-up of our inventories.
Acquisition of Kansas City Sausage, LLC
In May 2013, we acquired a 50% interest in Kansas City Sausage Company, LLC (KCS), for $36.0 million in cash. KCS operates in Des Moines, Iowa and Kansas City, Missouri. In Des Moines, KCS produces premium raw materials for sausage, as well as value-added products, including boneless hams and hides. The Kansas City plant is a modern sausage processing facility and is designed for optimum efficiency to provide retail and foodservice customers with high quality products. With our strong ongoing focus on building our packaged meats business, and with 15% of the U.S. sow population, this joint venture is a logical fit for the Company. It is expected to provide a growth platform in two key packaged meats categories — breakfast sausage and dinner sausage — and to allow us to expand our product offerings to our customers. These categories represent over $4.0 billion in industry retail and foodservice sales annually.
KCS is managed by its Board of Directors, which makes decisions that most significantly impact the economic performance of KCS. We have the right to nominate and elect the majority of the members of the Board of Directors of KCS, and based on the associated voting rights, we have determined that we have a controlling financial interest in KCS. As a result, the acquisition of our interest in KCS was accounted for in the Fresh Pork and Packaged Meats segments using the acquisition method of accounting. In 2015, KCS generated over $275 million in sales.
33
Missouri Litigation
During the twelve months ended April 29, 2012, we engaged in global settlement negotiations and recognized $22.2 million in net charges associated with the expected settlement of the Missouri Litigation. The charges were recognized in selling, general and administrative expenses in the Hog Production segment. During the twelve months ended April 28, 2013, the parties to the litigation reached an agreement and consummated the global settlement.
CFG Consolidation Plan
In December 2011, the board of Campofrío Food Group (CFG) approved a multi-year plan to consolidate and streamline its manufacturing operations to improve operating efficiencies and increase utilization (the CFG Consolidation Plan). The CFG Consolidation Plan included the disposal of certain assets, employee redundancy costs and the contribution of CFG's French cooked ham business into a newly formed joint venture. As a result, we recorded our share of CFG's charges totaling $38.7 million in equity in (income) loss of affiliates within the International segment in the twelve months ended April 29, 2012.
34
Consolidated Results of Operations
The tables presented below compare our results of operations for the periods indicated.
The Transition Period reflects the combined results of predecessor and successor periods. This combined information does not purport to represent what our consolidated results of operations would have been if the Merger had taken place on April 29, 2013, nor have we made any attempt to either include or exclude expenses or income that would have resulted had the Merger actually occurred on April 29, 2013.
As used in the tables below, "NM" means "not meaningful."
Twelve Months Ended January 3, 2016 and December 28, 2014
Twelve Months Ended | ||||||||||||
January 3, 2016 | December 28, 2014 | % Change | ||||||||||
(unaudited) | ||||||||||||
(in millions) | ||||||||||||
Sales | $ | 14,438.4 | $ | 15,031.3 | (4 | )% | ||||||
Cost of sales | 12,683.0 | 13,255.7 | (4 | ) | ||||||||
Gross profit | 1,755.4 | 1,775.6 | (1 | ) | ||||||||
Selling, general and administrative expenses | 973.3 | 902.2 | 8 | |||||||||
Income from equity method investments | (11.7 | ) | (58.2 | ) | (80 | ) | ||||||
Operating profit | 793.8 | 931.6 | (15 | ) | ||||||||
Interest expense | 133.8 | 159.4 | (16 | ) | ||||||||
Non-operating (gain) loss | 12.1 | (0.9 | ) | NM | ||||||||
Income before income taxes | 647.9 | 773.1 | (16 | ) | ||||||||
Income tax expense | 195.6 | 217.0 | (10 | ) | ||||||||
Net income | $ | 452.3 | $ | 556.1 | (19 | )% | ||||||
Sales and Gross Profit
• | Sales decreased primarily as a result of lower market prices across all of our segments and the impact of foreign currency translation as a result of a stronger U.S. dollar. |
• | Gross profit decreased primarily as a result of lower sales, partially offset by lower pork processing raw material costs and lower feed costs. |
Selling, General and Administrative Expenses (SG&A)
• | The increase in SG&A is primarily attributable to higher marketing and advertising costs as we focus on growing our brands through consumer-focused marketing programs as well as higher stock-based compensation expense. |
Income from Equity Method Investments
• | Equity income decreased primarily as a result of lower hog prices in Mexico. Additionally, equity income decreased due to a significant tax benefit recognized through our former investment in CFG in 2014. |
Interest Expense
• | The decrease in interest expense is primarily due to lower debt balances in the current year as a result of various debt repayment activities. |
Non-operating (gain) loss
• | During 2015, we recognized a loss on debt extinguishment of $12.8 million. |
35
Income Tax Expense
• | For 2015, the effective tax rate was impacted by income relative to permanent items, the lower mix of earnings from foreign operations, which are taxed at lower rates, and foreign restructuring. For 2014, taxable income relative to permanent items, the mix of income between jurisdictions and foreign restructuring impacted the effective rate. |
Twelve Months Ended December 28, 2014 and December 29, 2013
Twelve Months Ended | ||||||||||||
December 28, 2014 | December 29, 2013 | % Change | ||||||||||
(unaudited) | ||||||||||||
(in millions) | ||||||||||||
Sales | $ | 15,031.3 | $ | 13,896.1 | 8 | % | ||||||
Cost of sales | 13,255.7 | 12,691.1 | 4 | |||||||||
Gross profit | 1,775.6 | 1,205.0 | 47 | |||||||||
Selling, general and administrative expenses | 902.2 | 830.1 | 9 | |||||||||
Merger related costs | — | 41.9 | (100 | ) | ||||||||
Income from equity method investments | (58.2 | ) | (5.5 | ) | 958 | |||||||
Operating profit | 931.6 | 338.5 | 175 | |||||||||
Interest expense | 159.4 | 180.5 | (12 | ) | ||||||||
Non-operating (gain) loss | (0.9 | ) | 1.7 | (153 | ) | |||||||
Income before income taxes | 773.1 | 156.3 | 395 | |||||||||
Income tax expense | 217.0 | 35.6 | 510 | |||||||||
Net income | $ | 556.1 | $ | 120.7 | 361 | % | ||||||
Sales and Gross Profit
• | Sales increased primarily as a result of higher domestic pork market prices. |
• | Gross profit increased primarily as a result of higher average selling prices and lower hog raising costs, which more than offset the increase in pork processing raw material costs. As noted in "Significant Events Affecting Results of Operations--WH Group Merger," the twelve months ended December 29, 2013 included an additional $45.4 million in cost of sales as a result of the fair value step-up of our inventory. |
Selling, General and Administrative Expenses (SG&A)
• | The increase in SG&A is primarily attributable to higher variable compensation expenses stemming from higher year-over-year operating results, partially offset by lower pension expense. |
Merger Related Costs
• | We incurred an aggregate of $41.9 million of professional fees in the twelve months ended December 29, 2013 as a result of the Merger. |
Income from Equity Method Investments
• | The increase in profitability in the current year is primarily driven by higher hog prices in Mexico. Additionally, favorable changes to income tax rates positively impacted equity income from CFG. |
Interest Expense
• | Interest expense for the twelve months ended December 29, 2013 included $17.3 million of debt issuance costs originally deferred by Merger Sub. |
36
Income Tax Expense
• | For the twelve months ended December 28, 2014, taxable income relative to permanent items, the mix of income between jurisdictions and foreign restructurings impacted the effective tax rate. The effective tax rate for the twelve months ended December 29, 2013 was also impacted by income relative to permanent items for the period, the mix of income between jurisdictions and state income tax credits. |
Eight Months Ended December 29, 2013 and December 30, 2012
Successor | Predecessor | The Transition Period | Predecessor | ||||||||||||||||
Eight Months Ended | |||||||||||||||||||
(unaudited) | |||||||||||||||||||
September 27 - December 29, 2013 | April 29 - September 26, 2013 | December 29, 2013 | December 30, 2012 | % Change | |||||||||||||||
(in millions) | |||||||||||||||||||
Sales | $ | 3,894.2 | $ | 5,679.5 | $ | 9,573.7 | $ | 8,898.7 | 8 | % | |||||||||
Cost of sales | 3,543.1 | 5,190.1 | 8,733.2 | 7,943.5 | 10 | ||||||||||||||
Gross profit | 351.1 | 489.4 | 840.5 | 955.2 | (12 | ) | |||||||||||||
Selling, general and administrative expenses | 213.4 | 341.7 | 555.1 | 540.5 | 3 | ||||||||||||||
Merger related costs | 23.9 | 18.0 | 41.9 | — | NM | ||||||||||||||
Loss (income) from equity method investments | 2.6 | 0.5 | 3.1 | (6.5 | ) | (148 | ) | ||||||||||||
Operating profit | 111.2 | 129.2 | 240.4 | 421.2 | (43 | ) | |||||||||||||
Interest expense | 59.0 | 64.6 | 123.6 | 111.8 | 11 | ||||||||||||||
Loss on debt extinguishment | 1.7 | — | 1.7 | 120.7 | (99 | ) | |||||||||||||
Income before income taxes | 50.5 | 64.6 | 115.1 | 188.7 | (39 | ) | |||||||||||||
Income tax expense | 15.8 | 12.7 | 28.5 | 58.7 | (51 | ) | |||||||||||||
Net income | $ | 34.7 | $ | 51.9 | $ | 86.6 | $ | 130.0 | (33 | )% | |||||||||
Sales and Gross Profit
• | Sales increased primarily as a result of higher average selling prices in the Fresh Pork, Packaged Meats and Hog Production segments and an 18% increase in volume in the International segment. |
• | Gross profit decreased primarily as the result of an 8% increase in domestic live hog prices. As noted in "Significant Events Affecting Results of Operations--WH Group Merger," the eight months ended December 29, 2013 included an additional $45.4 million in cost of sales as a result of the fair value step-up of our inventory. |
Selling, General and Administrative Expenses
• | Advertising costs during the eight months ended December 29, 2013 were approximately $20.0 million higher than during the eight months ended December 30, 2012 as we continued our investment in marketing and advertising programs focused on building brand equity and growing sales. |
Merger Related Costs
• | As noted in "Significant Events Affecting Results of Operations," we incurred an aggregate of $41.9 million of professional fees during the eight months ended December 29, 2013 as a result of the Merger. |
Loss (Income) from Equity Method Investments
• | The decline in profitability was primarily driven by lower selling prices in the meat processing operations of our Mexican joint ventures. Also, tax law changes in Mexico negatively impacted our joint ventures. during the eight months ended December 29, 2013. |
Interest Expense and Loss on Debt Extinguishment
• | As noted in "Significant Events Affecting Results of Operations," interest expense for the eight months ended December 29, 2013 includes $17.3 million of debt issuance costs originally deferred by Merger Sub. |
37
• | In the eight months ended December 30, 2012, we recognized losses of $120.7 million on the repurchase of $694.4 million of our outstanding senior notes due in May 2013 and July 2014. |
Income Tax Expense
• | The effective tax rate was impacted in all periods presented by income relative to permanent items, the mix of income between jurisdictions and state income tax credits. |
Twelve Months Ended April 28, 2013 and April 29, 2012
Predecessor | ||||||||||||
Twelve Months Ended | ||||||||||||
April 28, 2013 | April 29, 2012 | % Change | ||||||||||
(in millions) | ||||||||||||
Sales | $ | 13,221.1 | $ | 13,094.3 | 1 | % | ||||||
Cost of sales | 11,901.4 | 11,544.9 | 3 | |||||||||
Gross profit | 1,319.7 | 1,549.4 | (15 | ) | ||||||||
Selling, general and administrative expenses | 815.4 | 816.9 | — | |||||||||
(Income) loss from equity method investments | (15.0 | ) | 9.9 | (252 | ) | |||||||
Operating profit | 519.3 | 722.6 | (28 | ) | ||||||||
Interest expense | 168.7 | 176.7 | (5 | ) | ||||||||
Loss on debt extinguishment | 120.7 | 12.2 | 889 | |||||||||
Income before income taxes | 229.9 | 533.7 | (57 | ) | ||||||||
Income tax expense | 46.1 | 172.4 | (73 | ) | ||||||||
Net income | $ | 183.8 | $ | 361.3 | (49 | )% | ||||||
Sales and Gross Profit
• | Sales increased slightly as higher volumes across all segments were largely offset by lower domestic fresh meat and hog market prices and the effects of foreign currency translation. |
• | The decline in gross profit margin was primarily caused by higher hog feed costs and lower pork prices in the U.S. |
Selling, General and Administrative Expenses
• | The twelve months ended April 29, 2012 included $22.2 million in net charges associated with the Missouri litigation. |
• | The twelve months ended April 29, 2012 included $6.4 million in professional fees related to the potential acquisition of a controlling interest in CFG. In June 2011, we terminated negotiations to purchase the additional interest. |
• | Pension and other post-retirement benefit expenses increased $26.4 million. |
(Income) Loss from Equity Method Investments
• | CFG's results for twelve months ended April 29, 2012 included $38.7 million of charges related to the CFG Consolidation Plan. |
• | Results from our Mexican joint ventures declined due to higher feed costs, lower hog prices and lower meat sales volumes. |
Interest Expense
• | Interest expense decreased due to lower average interest rates resulting from the refinancing of our 10% senior secured notes due July 2014 (2014 Notes) and our 7.75% senior unsecured notes due May 2013 (2013 Notes) as described under "Liquidity and Capital Resources" below. |
38
Loss on Debt Extinguishment
Twelve Months Ended April 28, 2013
• | We recognized losses of $120.7 million on the repurchase of $694.4 million of our outstanding senior notes due in May 2013 and July 2014. |
Twelve Months Ended April 29, 2012
• | We recognized losses of $11.0 million on the repurchase of $59.7 million of our 2014 Notes. |
• | We recognized a loss on debt extinguishment of $1.2 million in the first quarter associated with the refinancing of our working capital facilities in June 2011. |
Income Tax Expense
The following items explain the significant changes in the effective tax rate from the twelve months ended April 29, 2012 to twelve months ended April 28, 2013:
• | Tax credits increased due in part to the passage of the American Taxpayer Relief Act of 2012 that retroactively reinstated the Research and Development, Work Opportunity and Welfare to Work tax credits. |
• | We released $11.1 million in deferred tax asset valuation allowances in the twelve months ended April 28, 2013, primarily related to the utilization of tax losses in foreign jurisdictions. |
• | The mix of earnings from foreign operations, which are taxed at lower rates, was higher in the twelve months ended April 28, 2013. |
39
Segment Results
The following information reflects the comparative results from each respective segment:
Twelve Months Ended January 3, 2016 and December 28, 2014
Twelve Months Ended | ||||||||||||
January 3, 2016 | December 28, 2014 | % Change | ||||||||||
(in millions) | ||||||||||||
Sales: | ||||||||||||
Fresh Pork | $ | 5,089.9 | $ | 5,780.0 | (12 | )% | ||||||
Packaged Meats | 7,089.1 | 7,173.0 | (1 | )% | ||||||||
Hog Production | 3,069.7 | 3,384.6 | (9 | )% | ||||||||
International | 1,422.8 | 1,654 | (14 | )% | ||||||||
Total segment sales | 16,671.5 | 17,991.6 | (7 | )% | ||||||||
Intersegment sales | (2,233.1 | ) | (2,960.3 | ) | (25 | )% | ||||||
Consolidated sales | $ | 14,438.4 | $ | 15,031.3 | (4 | )% | ||||||
Operating profit (loss): | ||||||||||||
Fresh Pork | $ | 177.3 | $ | 96.7 | 83 | % | ||||||
Packaged Meats | 673.3 | 459.8 | 46 | % | ||||||||
Hog Production | 19.7 | 344.2 | (94 | )% | ||||||||
International | 66.1 | 155.8 | (58 | )% | ||||||||
Corporate | (142.6 | ) | (124.9 | ) | (14 | )% | ||||||
Consolidated operating profit | $ | 793.8 | $ | 931.6 | (15 | )% | ||||||
Fresh Pork
• | Sales decreased 12% due to a 21% decrease in average selling prices, partially offset by a 12% increase in volume. |
• | Operating profit per head increased to $6 from $4 due to lower raw material costs, which more than offset the impact of lower fresh pork market prices. |
• | We processed 30.5 million hogs during 2015, an increase of 13% from the prior year. |
Packaged Meats
• | Current year sales decreased 1% due to an 8% decrease in average selling prices, partially offset by a 7% increase in volume. Current year sales volume totaled 3.0 billion pounds. |
• | Current year operating profit increased to $0.22 per pound from $0.16 per pound due primarily to lower raw material costs. Current year results included a gain of $12.0 million on the sale of our product label printing business in Kansas City. |
Hog Production
• | Sales decreased 9% due to lower domestic live hog market prices which were partially offset by favorable hedging results. Head sold during the year amounted to 15.9 million hogs, an increase of 8% from the prior year. These changes in sales volumes and market prices are driven largely by the effects of PEDv in the prior year. See "Executive Overview--Animal Health" for additional discussion about PEDv. |
• | Operating profit decreased to $1 per head from $23 per head due to lower selling prices, partially offset by favorable hedging results and lower feed costs. |
40
International
• | Sales decreased due primarily to changes in foreign exchange rates, which negatively impacted sales by $260.5 million, or 16%. On a constant currency basis, sales increased 2% due to a 9% increase in volume to 1.5 billion pounds driven largely by a 9% increase in hogs processed and an 11% increase in poultry processed in Europe, partially offset by a 7% decrease in average selling prices. We processed 4.6 million hogs during 2015. |
• | Operating profit was negatively impacted by lower pork market prices in Europe along with lower equity income from our Mexican joint ventures. Foreign currency translation also negatively impacted operating profit by approximately $12.6 million due to a stronger U.S. Dollar. |
Corporate
• | The decrease in operating results is primarily attributable to higher stock-based compensation expense and charitable contributions. |
Twelve Months Ended December 28, 2014 and December 29, 2013
Twelve Months Ended | ||||||||||||
December 28, 2014 | December 29, 2013 | % Change | ||||||||||
(unaudited) | ||||||||||||
(in millions) | ||||||||||||
Sales: | ||||||||||||
Fresh Pork | $ | 5,780.0 | $ | 5,155.6 | 12 | % | ||||||
Packaged Meats | 7,173.0 | 6,522.6 | 10 | % | ||||||||
Hog Production | 3,384.6 | 3,420.6 | (1 | )% | ||||||||
International | 1,654.0 | 1,556.7 | 6 | % | ||||||||
Total segment sales | 17,991.6 | 16,655.5 | 8 | % | ||||||||
Intersegment sales | (2,960.3 | ) | (2,759.4 | ) | 7 | % | ||||||
Consolidated sales | $ | 15,031.3 | $ | 13,896.1 | 8 | % | ||||||
Operating profit (loss): | ||||||||||||
Fresh Pork | $ | 96.7 | $ | 76.0 | 27 | % | ||||||
Packaged Meats | 459.8 | 378.0 | 22 | % | ||||||||
Hog Production | 344.2 | (21.9 | ) | 1,672 | % | |||||||
International | 155.8 | 60.5 | 158 | % | ||||||||
Corporate | (124.9 | ) | (154.1 | ) | 19 | % | ||||||
Consolidated operating profit | $ | 931.6 | $ | 338.5 | 175 | % | ||||||
Fresh Pork
• | Current year sales increased 12% due to a 15% increase in average selling prices partially offset by a 3% decrease in volume. |
• | Current year operating profit increased 27%. Operating profit per head increased from $2.61 to $3.47 due to higher fresh pork market prices, which more than offset higher raw material costs. |
• | We processed 27.9 million hogs during 2014, a decrease of 4%, largely attributable to PEDv. However, average hog weights were up 2%, which helped to offset the overall decline in volume. |
Packaged Meats
• | Current year sales increased 10% due to a 10% increase in average selling prices. Current year sales volume totaled 2.8 billion pounds, which remained relatively unchanged from the twelve months ended December 29, 2013. |
41
• | Current year operating profit increased to $0.16 per pound from $0.13 per pound due to higher average selling prices. Additionally, the prior year included $38.7 million, or $0.01 per pound, of non-cash costs related to the fair value step-up of inventories due to the Merger. See "Significant Events Affecting Results of Operations" for further discussion. |
Hog Production
• | Current year sales decreased due to lower sales volume, partially offset by higher domestic live hog market prices. Head sold during the year amounted to 14.7 million hogs, a decrease of 10% from the twelve months ended December 29, 2013. PEDv was a significant factor in the volume decline and favorably impacted market prices. |
• | Current year operating profit benefited from a 20% increase in domestic live hog market prices and lower feed costs. |
International
• | Current year sales were positively impacted by an 18% increase in volume of 1.5 billion pounds, driven largely by a 13% increase in hogs processed in Europe, and partially offset by an 11% decrease in average selling prices. We processed 4.3 million hogs during 2014. The effects of foreign currency translation also positively impacted sales by approximately $18 million. |
• | Current year operating profit was positively impacted by higher sales and lower feed costs in Europe along with higher equity income from our Mexican joint ventures. Additionally, favorable changes to income tax rates positively impacted equity income from CFG. |
Corporate
• | Operating results in the Corporate segment were improved from last year due to the impact of $41.9 million of merger related costs in the prior year, partially offset by higher variable compensation expense in the current year driven by improved operating results. |
Eight Months Ended December 29, 2013 and December 30, 2012
Successor | Predecessor | The Transition Period | Predecessor | ||||||||||||||||
Eight Months Ended | |||||||||||||||||||
(unaudited) | |||||||||||||||||||
September 27 - December 29, 2013 | April 29 - September 26, 2013 | December 29, 2013 | December 30, 2012 | % Change | |||||||||||||||
(in millions) | |||||||||||||||||||
Sales: | |||||||||||||||||||
Fresh Pork | $ | 1,347.3 | $ | 2,240.3 | $ | 3,587.6 | $ | 3,356.1 | 7 | % | |||||||||
Packaged Meats | 1,968.9 | 2,541.7 | 4,510.6 | 4,140.0 | 9 | ||||||||||||||
Hog Production | 889.2 | 1,439.1 | 2,328.3 | 2,042.8 | 14 | ||||||||||||||
International | 428.2 | 643.6 | 1,071.8 | 983.6 | 9 | ||||||||||||||
Total segment sales | 4,633.6 | 6,864.7 | 11,498.3 | 10,522.5 | 9 | ||||||||||||||
Intersegment sales | (739.4 | ) | (1,185.2 | ) | (1,924.6 | ) | (1,623.8 | ) | (19 | ) | |||||||||
Consolidated sales | $ | 3,894.2 | $ | 5,679.5 | $ | 9,573.7 | $ | 8,898.7 | 8 | % | |||||||||
Operating profit (loss): | |||||||||||||||||||
Fresh Pork | $ | 96.0 | $ | (50.7 | ) | $ | 45.3 | $ | 131.0 | (65 | )% | ||||||||
Packaged Meats | 81.7 | 149.2 | 230.9 | 322.7 | (28 | ) | |||||||||||||
Hog Production | (40.6 | ) | 81.4 | 40.8 | (56.4 | ) | 172 | ||||||||||||
International | 25.4 | 15.9 | 41.3 | 89.0 | (54 | ) | |||||||||||||
Corporate | (51.3 | ) | (66.6 | ) | (117.9 | ) | (65.1 | ) | (81 | ) | |||||||||
Consolidated operating profit | $ | 111.2 | $ | 129.2 | $ | 240.4 | $ | 421.2 | (43 | )% | |||||||||
42
Fresh Pork
• | Sales increased during the Transition Period as a result of a 6% increase in average selling prices and a 1% increase in volume. |
• | Operating profit decreased despite the increase in average selling prices primarily as a result of an 8% increase in domestic live hog prices. |
Packaged Meats
• | Sales increased during the Transition Period as a result of a 9% increase in average selling prices. |
• | Operating profit in the current year decreased as the increase in selling prices was more than offset by higher raw material costs. Additionally, operating profit in the Transition Period included $38.7 million of additional non-cash costs related to the fair value step-up of our inventories. See "Significant Events Affecting Results of Operations" for further discussion. |
Hog Production
• | Transition Period sales benefited from an 8% increase in domestic live hog prices and a 3% increase in head sold. |
• | Hog Production operating profit improved by $97.2 million mainly due to higher live hog market prices. |
International
• | As a result of fluctuations in foreign exchange rates, International segment sales and operating profit in the Transition Period were both positively impacted by approximately 3%. |
• | Sales and operating profit in the transition period were positively impacted by an 18% increase in volume which was partially offset by a 10% decrease in average selling prices. |
• | Transition Period operating profit was also negatively impacted by 8% and 6% increases in raising costs in both Poland and Romania, respectively, along with significantly lower equity income from our Mexican joint ventures. |
Corporate
• | The Transition Period includes fees related to the Merger. See "Significant Events Affecting Results of Operations" for further discussion. |
43
Twelve Months Ended April 28, 2013 and April 29, 2012
Predecessor | ||||||||||||
Twelve Months Ended | ||||||||||||
April 28, 2013 | April 29, 2012 | % Change | ||||||||||
(in millions) | ||||||||||||
Sales: | ||||||||||||
Fresh Pork | $ | 4,924.1 | $ | 5,089.4 | (3 | )% | ||||||
Packaged Meats | 6,152.0 | 6,003.6 | 2 | |||||||||
Hog Production | 3,135.1 | 3,052.6 | 3 | |||||||||
International | 1,468.5 | 1,466.7 | — | |||||||||
Total segment sales | 15,679.7 | 15,612.3 | — | |||||||||
Intersegment sales | (2,458.6 | ) | (2,518.0 | ) | 2 | |||||||
Consolidated sales | $ | 13,221.1 | $ | 13,094.3 | 1 | |||||||
Operating profit (loss): | ||||||||||||
Fresh Pork | $ | 161.6 | $ | 222.0 | (27 | )% | ||||||
Packaged Meats | 470.0 | 401.7 | 17 | |||||||||
Hog Production | (119.1 | ) | 166.1 | (172 | ) | |||||||
International | 108.2 | 42.8 | 153 | |||||||||
Corporate | (101.4 | ) | (110.0 | ) | 8 | |||||||
Consolidated operating profit | $ | 519.3 | $ | 722.6 | (28 | )% | ||||||
Fresh Pork
• | Sales declined 3% due to a 6% decrease in average selling prices, partially offset by a 3% increase in volume as a result of higher slaughter levels and hog weights. |
• | Operating profit decreased to $6 per head from $8 per head due to lower fresh pork market prices. |
• | We processed 28.5 million hogs, an increase of 3% from the twelve months ended April 29, 2012. |
Packaged Meats
• | Sales increased 2% due to a 4% increase in volume partially offset by a 1% decrease in average selling prices. Sales volume totaled 2.8 billion pounds and 2.7 billion pounds for the twelve months ended April 28, 2013 and April 29, 2012, respectively. |
• | Operating profit increased to $0.17 per pound from $0.15 per pound due to lower raw material costs. |
Hog Production
• | Sales increased due to higher volumes, which more than offset the impact of lower market hog prices. Head sold during the twelve months ended April 28, 2013 amounted to 16.0 million hogs, an increase of 1% from the twelve months ended April 29, 2012. |
• | Operating profit was negatively impacted by higher hog supplies, resulting in a 6% decrease in live hog prices, and increased domestic raising costs, including the effects of grain derivative contracts designated in hedging relationships for accounting purposes, primarily as a result of higher priced feed. |
• | Operating profit for the twelve months ended April 28, 2013 included gains of $91.2 million compared to $58.6 million for the twelve months ended April 29, 2012 on lean hog derivative contracts and grain derivative contracts that are not designated in hedging relationships for accounting purposes. |
• | Operating profit for the twelve months ended April 29, 2012 included $22.2 million in net charges associated with the Missouri litigation as well as accelerated depreciation charges of $8.2 million as a result of our decision to permanently idle certain farm assets in Missouri. |
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International
• | Fluctuation in foreign exchange rates and their effect on foreign currency translation decreased sales by 8% and decreased operating profit by $11.5 million. |
• | Sales and operating profit for the twelve months ended April 28, 2013 benefited from significantly higher volumes in our Polish operations due to a 19% increase in the number of hogs processed. Unit sales prices in our Polish operations increased in several key product categories; however, higher volumes of lower value by-products that resulted from more processed hogs effectively diminished the overall average unit selling price compared to twelve months ended April 29, 2012. |
• | Sales and operating profit in our Romanian operations improved on significantly higher average unit selling prices and sales volumes, which benefited from the approval to export pork products to European Union member countries beginning in the fourth quarter of the twelve months ended April 29, 2012. Sales and hog slaughter volumes benefited from an expansion in our hog production operations in the second quarter of the twelve months ended April 29, 2012. |
• | Operating profit for the twelve months ended April 29, 2012 included $38.7 million of charges related to the CFG Consolidation Plan. |
• | Equity income from our Mexican joint ventures decreased by $4.1 million due to higher feed costs and unfavorable changes in foreign exchange rates. |
Corporate
• | The twelve months ended April 29, 2012 included $6.4 million of professional fees related to the potential acquisition of a controlling interest in CFG. In June 2011, we terminated negotiations to purchase the additional interest. |
45
LIQUIDITY AND CAPITAL RESOURCES
Summary
Our cash requirements consist primarily of the purchase of raw materials used in our hog production and pork processing operations, long-term debt obligations and related interest, lease payments for real estate, machinery, vehicles and other equipment, and expenditures for capital assets, other investments and other general business purposes. Our primary sources of liquidity are cash we receive as payment for the products we produce and sell, as well as our credit facilities.
We believe that our current liquidity position is strong and that our cash flows from operations and availability under our credit facilities will be sufficient to meet our working capital needs and financial obligations for at least the next twelve months. As of January 3, 2016, our liquidity position was $2.3 billion, comprised of $1.4 billion in availability under our credit facilities, $704.9 million in cash and cash equivalents and $160.0 million in unutilized loans. Our liquidity position was enhanced by cash held for payments deferred by livestock suppliers to 2016 as well as cash held for the $125.0 million voluntary contribution to fund our qualified pension plans made in the first quarter of 2016.
Sources of Liquidity
We have available a variety of sources of liquidity and capital resources, both internal and external. These sources provide funds required for current operations, acquisitions, integration costs, debt retirement and other capital requirements.
Accounts Receivable and Inventories
The meat processing industry is characterized by high sales volume and rapid turnover of inventories and accounts receivable. Because of the rapid turnover rate, we consider our meat inventories and accounts receivable highly liquid and readily convertible into cash. The Hog Production segment also has rapid turnover of accounts receivable. Although inventory turnover in the Hog Production segment is slower, mature hogs are readily convertible into cash. Borrowings under our credit facilities are used, in part, to finance increases in the levels of inventories and accounts receivable resulting from seasonal and other market-related fluctuations in raw material costs.
Credit Facilities
January 3, 2016 | ||||||||||||||||||||
Facility | Capacity | Borrowing Base Adjustment | Outstanding Letters of Credit | Outstanding Borrowings | Amount Available | |||||||||||||||
(in millions) | ||||||||||||||||||||
Inventory Revolver | $ | 1,025.0 | $ | (1.3 | ) | $ | — | $ | — | $ | 1,023.7 | |||||||||
Securitization Facility | 325.0 | — | (87.9 | ) | — | 237.1 | ||||||||||||||
International facilities | 167.2 | (2.7 | ) | (0.1 | ) | (38.8 | ) | 125.6 | ||||||||||||
Total credit facilities | $ | 1,517.2 | $ | (4.0 | ) | $ | (88.0 | ) | $ | (38.8 | ) | $ | 1,386.4 | |||||||
In April 2015, we entered into a new $1.025 billion asset-based revolving credit facility agreement (the Inventory Revolver Credit Agreement) which replaced the Inventory Revolver which would have matured in June 2016. See "Item 8. Financial Statements and Supplementary Data-Note 7—"Debt" for additional information regarding our working capital facilities and Rabobank Term Loan.
Rabobank Term Loan
In May 2015, we refinanced our $200.0 million Rabobank Term Loan and extended its maturity date from May 1, 2018 to May 1, 2020. See "Item 8. Financial Statements and Supplementary Data-Note 7—"Debt" for additional information regarding our working capital facilities and Rabobank Term Loan.
46
Cash Flows
Operating Activities
Twelve Months Ended | ||||||||
January 3, 2016 | December 28, 2014 | |||||||
(in millions) | ||||||||
Net cash flows from operating activities | $ | 797.8 | $ | 813.1 | ||||
The following items explain the significant changes in cash flows from operating activities for the periods presented:
Twelve Months Ended January 3, 2016 vs. Twelve Months Ended December 28, 2014
▪ | Cash paid to outside hog suppliers decreased due to lower domestic live hog prices. |
▪ | In the current year, we received $152.5 million for the settlement of derivative contracts and for margin requirements compared to $179.6 million paid in the prior year. |
▪ | Net tax payments decreased approximately $25.4 million |
▪ | Cash interest payments decreased approximately $24.5 million. |
▪ | In the current year, we received a cash dividend of $14.3 million from one our of Mexican joint ventures. |
▪ | Cash received from customers decreased due to lower average meat selling prices. |
▪ | In the current year, we contributed $200.0 million to our qualified pension plans. |
Twelve Months Ended | ||||||||
(unaudited) | ||||||||
December 28, 2014 | December 29, 2013 | |||||||
(in millions) | ||||||||
Net cash flows from operating activities | $ | 813.1 | $ | 358.2 | ||||
The following items explain the significant changes in cash flows from operating activities for the periods presented:
Twelve Months Ended December 28, 2014 vs. Twelve Months Ended December 28, 2013
▪ | Cash received from customers increased due to higher average meat selling prices. |
▪ | Cash paid for grain and other ingredients purchased by the Hog Production segment decreased approximately $656.6 million from the prior year. |
▪ | Cash paid to outside hog suppliers increased due to a 20% increase in average domestic live hog prices. |
▪ | Cash paid to outside meat suppliers increased due to higher fresh meat market prices, particularly pork and beef. |
▪ | The current year included net tax payments of $178.8 million for income taxes as compared to net |
refunds of $16.5 million in the prior year.
▪ | In the current year, we paid $179.6 million for the settlement of derivative contracts and for margin requirements compared to $37.1 million in the prior year. |
▪ | Cash interest payments increased approximately $23.2 million. |
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Successor | Predecessor | The Transition Period | Predecessor | |||||||||||||
Eight Months Ended | ||||||||||||||||
(unaudited) | ||||||||||||||||
September 27 - December 29, 2013 | April 29 - September 26, 2013 | December 29, 2013 | December 30, 2012 | |||||||||||||
(in millions) | ||||||||||||||||
Net cash flows from operating activities | $ | 459.3 | $ | (25.8 | ) | $ | 433.5 | $ | 248.0 | |||||||
The following items explain the significant changes in cash flows from operating activities for the periods presented:
Eight Months Ended December 29, 2013 vs. Eight Months Ended December 30, 2012
▪ | Cash received from customers increased due to a 6% and 9% increase in average selling prices in the Fresh Pork and Packaged Meats segments, respectively, and an 18% increase in sales volume in the International segment. |
▪ | Cash paid for grain and other feed ingredients purchased by the Hog Production segment decreased approximately $65.4 million despite a significant increase in total pounds purchased. |
▪ | In the prior year eight month period, we paid cash to settle the Missouri litigation. |
▪ | In the eight months ended December 29, 2013, we paid $53.8 million for the settlement of derivative contracts and for margin requirements compared to $91.0 million received in prior year. |
▪ | Cash paid to outside hog suppliers increased due to an 8% increase in domestic live hog market prices. |
Predecessor | ||||||||
Twelve Months Ended | ||||||||
April 28, 2013 | April 29, 2012 | |||||||
(in millions) | ||||||||
Net cash flows from operating activities | $ | 172.7 | $ | 570.1 | ||||
The following items explain the significant changes in cash flows from operating activities for the periods presented:
Twelve Months Ended April 28, 2013 vs. Twelve Months Ended April 29, 2012
• | Cash paid for grain and other feed ingredients purchased by the Hog Production segment increased approximately $372 million. |
• | Cash received for the settlement of commodity derivative contracts and for margin requirements decreased $103.4 million in fiscal 2013. |
• | Cash received from customers decreased primarily as a result of lower domestic selling prices. |
• | We paid cash to settle the Missouri litigation in the twelve months ended April 28, 2013. |
• | Expenditures for advertising increased as part of our strategy to build brand equity and grow sales. |
• | Cash paid to outside hog suppliers was lower due to a 6% decrease in average domestic live hog market prices. |
• | Income tax payments decreased $222.0 million as a result of significant tax refunds during the twelve months ended April 28, 2013 and lower domestic taxable income. |
• | We contributed $17.7 million to our qualified and non-qualified pension plans in the twelve months ended April 28, 2013 compared to $142.8 million in the twelve months ended April 29, 2012. |
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Investing Activities
Twelve Months Ended | ||||||||
January 3, 2016 | December 28, 2014 | |||||||
(in millions) | ||||||||
Capital expenditures | $ | (375.2 | ) | $ | (301.4 | ) | ||
Proceeds from sale of equity interest in CFG | 354.0 | — | ||||||
Business acquisition, net of cash acquired | — | (11.0 | ) | |||||
Net (expenditures) proceeds from breeding stock transactions | (53.2 | ) | 13.3 | |||||
Construction of distribution center pending sale-leaseback | (43.5 | ) | — | |||||
Proceeds from sale-leaseback of distribution center | 42.5 | — | ||||||
Proceeds from sale of property, plant and equipment | 6.4 | 3.8 | ||||||
Other | (6.0 | ) | 3.6 | |||||
Net cash flows from investing activities | $ | (75.0 | ) | $ | (291.7 | ) | ||
The following items explain the significant investing activities for the periods presented:
▪ | Capital expenditures primarily related to plant and hog farm improvement projects, including the replacement of gestation stalls with group pens, which is more fully explained under "Additional Matters Affecting Liquidity" below. |
▪ | In June 2015, we sold our entire equity interest in CFG for $354.0 million. |
▪ | In April 2014, Kansas City Sausage Company, LLC (KCS) bought a meat processing business for $11.0 million. |
Twelve Months Ended | ||||||||
(unaudited) | ||||||||
December 28, 2014 | December 29, 2013 | |||||||
(in millions) | ||||||||
Acquisition of Smithfield Foods, Inc. | $ | — | $ | (4,896.6 | ) | |||
Capital expenditures | (301.4 | ) | (311.0 | ) | ||||
Business acquisition, net of cash acquired | (11.0 | ) | (33.7 | ) | ||||
Net (expenditures) proceeds from breeding stock transactions | 13.3 | (6.2 | ) | |||||
Proceeds from sale of property, plant and equipment | 3.8 | 6.1 | ||||||
Advance note and other | 3.6 | (10.4 | ) | |||||
Net cash flows from investing activities | $ | (291.7 | ) | $ | (5,251.8 | ) | ||
The following items explain the significant investing activities for the periods presented:
Twelve Months Ended December 28, 2014
▪ | Capital expenditures primarily related to plant and hog farm improvement projects, including the replacement of gestation stalls with group pens, which is more fully explained under "Additional Matters Affecting Liquidity" below. |
▪ | In April 2014, Kansas City Sausage Company, LLC (KCS) bought a meat processing business for $11.0 million. |
Twelve Months Ended December 28, 2013
▪ | WH Group paid $4.9 billion in connection with the Merger to acquire all of our common stock and settle all vested and unvested stock-based compensation awards. |
▪ | Capital expenditures primarily related to plant and hog farm improvement projects, including the replacement of gestation stalls with group pens, which is more fully explained under "Additional Matters Affecting Liquidity" below. |
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▪ | We paid $33.7 million, net of cash acquired, for a 50% interest in KCS. Also, we advanced $10.0 million to the seller of KCS in exchange for a promissory note, which is secured by the remaining membership interests in KCS held by the seller. |
Successor | Predecessor | The Transition Period | Predecessor | |||||||||||||
Eight Months Ended | ||||||||||||||||
(unaudited) | ||||||||||||||||
September 27 - December 29, 2013 | April 29 - September 26, 2013 | December 29, 2013 | December 30, 2012 | |||||||||||||
(in millions) | ||||||||||||||||
Acquisition of Smithfield Foods, Inc. | $ | (4,896.6 | ) | $ | — | $ | (4,896.6 | ) | $ | — | ||||||
Capital expenditures | (69.9 | ) | (139.8 | ) | (209.7 | ) | (176.7 | ) | ||||||||
Business acquisition, net of cash acquired | — | (32.8 | ) | (32.8 | ) | (23.1 | ) | |||||||||
Net (expenditures) proceeds from breeding stock transactions | 5.1 | (5.3 | ) | (0.2 | ) | (12.4 | ) | |||||||||
Proceeds from sale of property, plant and equipment | 2.3 | 1.7 | 4.0 | 14.8 | ||||||||||||
Advance note and other | — | (10.0 | ) | (10.0 | ) | 0.1 | ||||||||||
Net cash flows from investing activities | $ | (4,959.1 | ) | $ | (186.2 | ) | $ | (5,145.3 | ) | $ | (197.3 | ) | ||||
The following items explain the significant investing activities for the periods presented:
Eight Months Ended December 29, 2013
• | WH Group paid $4.9 billion in connection with the Merger to acquire all of our common stock and settle all vested and unvested stock-based compensation awards. |
• | In May 2013, we paid $32.8 million, net of cash acquired, for a 50% interest in KCS. Also, we advanced $10.0 million to the seller of KCS in exchange for a promissory note, which is secured by the remaining membership interest in KCS held by the seller. |
• | Capital expenditures primarily related to plant and hog farm improvement projects, including the replacement of gestation stalls with group pens, which is more fully explained under "Additional Matters Affecting Liquidity" below. |
Eight Months Ended December 30, 2012
• | Capital expenditures during the prior year primarily related to plant and hog farm improvement projects, including the replacement of gestation stalls with group pens, which is more fully explained under "Additional Matters Affecting Liquidity" below. |
• | In October 2012, we paid $23.1 million, net of cash acquired, for a 70% interest in American Skin Food Group, LLC. |
Predecessor | ||||||||
Twelve Months Ended | ||||||||
April 28, 2013 | April 29, 2012 | |||||||
(in millions) | ||||||||
Capital expenditures | $ | (278.0 | ) | $ | (290.7 | ) | ||
Business acquisition, net of cash acquired | (24.0 | ) | — | |||||
Net expenditures from breeding stock transactions | (18.4 | ) | (2.3 | ) | ||||
Proceeds from sale of property, plant and equipment | 16.9 | 6.4 | ||||||
Other | (0.2 | ) | — | |||||
Net cash flows from investing activities | $ | (303.7 | ) | $ | (286.6 | ) | ||
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The following items explain the significant investing activities for the periods presented:
Twelve Months Ended April 28, 2013
• | Capital expenditures included $45.9 million related to our Kinston, North Carolina plant expansion project. The remaining capital expenditures primarily related to plant and hog farm improvement projects, including the replacement of gestation stalls with group pens, which is more fully explained under "Additional Matters Affecting Liquidity" below. |
• | We paid $24.0 million, net of cash acquired, for a 70% interest in American Skin Food Group, LLC. |
Twelve Months Ended April 29, 2012
• | Capital expenditures included $32.8 million related to our Kinston, North Carolina plant expansion project and $30.9 million related to the Cost Savings Initiative. The remaining capital expenditures primarily related to plant and hog farm improvement projects. |
Financing Activities
Twelve Months Ended | ||||||||
January 3, 2016 | December 28, 2014 | |||||||
(in millions) | ||||||||
Proceeds from the issuance of long-term debt and capital leases | $ | — | $ | 13.0 | ||||
Principal payments on long-term debt and capital lease obligations | (410.1 | ) | (34.5 | ) | ||||
Proceeds from Securitization Facility | 290.0 | 255.0 | ||||||
Payments on Securitization Facility | (290.0 | ) | (360.0 | ) | ||||
Payment of dividends | (30.0 | ) | — | |||||
Net repayments on revolving credit facilities and notes payables | (6.4 | ) | (159.6 | ) | ||||
Other | — | (0.2 | ) | |||||
Net cash flows from financing activities | $ | (446.5 | ) | $ | (286.3 | ) | ||
The following items explain the significant investing activities for the periods presented:
• | In the current year, we repurchased $258.1 million of our senior unsecured notes in connection with the 2015 Tender Offer. Additionally, we repaid $150.0 million on our Rabobank term loan. |
• | In the current year, we paid a $30.0 million dividend to our parent company. |
Financing Activities
Twelve Months Ended | ||||||||
(unaudited) | ||||||||
December 28, 2014 | December 29, 2013 | |||||||
(in millions) | ||||||||
Net proceeds from equity contributions | $ | — | $ | 4,162.1 | ||||
Proceeds from the issuance of long-term debt and capital leases | 13.0 | 1,100.3 | ||||||
Principal payments on long-term debt and capital lease obligations | (34.5 | ) | (680.5 | ) | ||||
Proceeds from Securitization Facility | 255.0 | 440.0 | ||||||
Payments on Securitization Facility | (360.0 | ) | (335.0 | ) | ||||
Net borrowings (repayments) on revolving credit facilities and notes payables | (159.6 | ) | 93.5 | |||||
Debt issuance costs and other | (0.2 | ) | (18.2 | ) | ||||
Net cash flows from financing activities | $ | (286.3 | ) | $ | 4,762.2 | |||
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The following items explain the significant investing activities for the periods presented:
Twelve Months Ended December 28, 2013
▪ | As part of the Merger, WH Group purchased all of our common stock as of the Merger Date. The amount paid by WH Group, net of certain transaction costs is deemed to be an equity contribution by WH Group to the Company. |
▪ | Merger Sub issued the Merger Sub Notes as part of the financing for the Merger. Also, Merger Sub incurred $20.4 million in transaction fees in connection with the issuance of the Merger Sub Notes, which are being amortized over the life of the Merger Sub Notes. As a result of the Merger and the transactions entered into in connection therewith, we have assumed the liabilities and obligations of Merger Sub, including Merger Sub's obligations under the Merger Sub Notes. |
• | We made an early repayment of our $200.0 million floating rate unsecured term loan due in February 2014 and we repaid the outstanding principal balance on our 4% senior unsecured convertible notes totaling $400.0 million, and we repaid the outstanding principal amount on our 7.75% senior unsecured notes totaling $55.0 million. |
▪ | We drew $145.0 million, net of repayments, on our Inventory Revolver and $105.0 million, net of repayments, on our Securitization Facility, to repay other long-term debt, as noted above. |
Successor | Predecessor | The Transition Period | Predecessor | |||||||||||||
Eight Months Ended | ||||||||||||||||
(unaudited) | ||||||||||||||||
September 27 - December 29, 2013 | April 29 - September 26, 2013 | December 29, 2013 | December 30, 2012 | |||||||||||||
(in millions) | ||||||||||||||||
Net proceeds from equity contributions | $ | 4,162.1 | $ | — | $ | 4,162.1 | $ | — | ||||||||
Proceeds from the issuance of long-term debt and capital leases | 900.3 | — | 900.3 | 1,019.2 | ||||||||||||
Principal payments on long-term debt and capital lease obligations | (218.7 | ) | (458.7 | ) | (677.4 | ) | (713.4 | ) | ||||||||
Proceeds from Securitization Facility | 240.0 | 170.0 | 410.0 | — | ||||||||||||
Payments on Securitization Facility | (255.0 | ) | (50.0 | ) | (305.0 | ) | — | |||||||||
Net borrowings (repayments) on revolving credit facilities and notes payables | (367.9 | ) | 490.3 | 122.4 | 42.8 | |||||||||||
Repurchase of common stock | — | — | — | (386.4 | ) | |||||||||||
Debt issuance costs and other | (20.4 | ) | 0.1 | (20.3 | ) | (16.5 | ) | |||||||||
Net cash flows from financing activities | $ | 4,440.4 | $ | 151.7 | $ | 4,592.1 | $ | (54.3 | ) | |||||||
The following items explain the significant investing activities for the periods presented:
Eight Months Ended December 29, 2013
• | As part of the Merger, WH Group purchased all of our common stock as of the Merger Date. The amount paid by WH Group, net of certain transaction costs is deemed to be an equity contribution by WH Group to the Company. |
• | Merger Sub issued the Merger Sub Notes as part of the financing for the Merger. Also, Merger Sub incurred $20.4 million in transaction fees in connection with the issuance of the Merger Sub Notes, which are being amortized over the life of the Merger Sub Notes. As a result of the Merger and the transactions entered into in connection therewith, we have assumed the liabilities and obligations of Merger Sub, including Merger Sub's obligations under the Merger Sub Notes. |
• | We made an early repayment of our $200.0 million floating rate unsecured term loan due in February 2014, repaid the outstanding principal balance on our 4% senior unsecured convertible notes totaling $400.0 million, and repaid the outstanding principal amount on our 7.75% senior unsecured notes totaling $55.0 million. |
• | We drew $145.0 million on our Inventory Revolver and $105.0 million on our Securitization Facility, net of repayments, to repay other long-term debt, as noted above. |
52
Eight Months Ended December 30, 2012
• | In August 2012, we issued $1.0 billion of our 2022 Notes at a price equal to 99.5% of their face value. We used $804.9 million of the $981.2 million in net proceeds from the debt offering to repurchase the remaining $694.4 million of our outstanding senior notes due in May 2013 and July 2014. |
• | We repurchased 19,068,079 shares of our common stock for $386.4 million as part of a previously approved share repurchase program. |
• | We incurred $18.0 million in transaction fees in connection with the issuance of the 2022 Notes, which are being amortized over their ten-year life. |
Predecessor | ||||||||
Twelve Months Ended | ||||||||
April 28, 2013 | April 29, 2012 | |||||||
(in millions) | ||||||||
Proceeds from the issuance of long-term debt | $ | 1,219.2 | $ | — | ||||
Principal payments on long-term debt and capital lease obligations | (716.5 | ) | (152.7 | ) | ||||
Net borrowings (repayments) on revolving credit facilities and notes payables | 13.9 | (0.3 | ) | |||||
Repurchase of common stock | (386.4 | ) | (189.5 | ) | ||||
Change in cash collateral | — | 23.9 | ||||||
Debt issuance costs and other | (14.5 | ) | (9.8 | ) | ||||
Net cash flows from financing activities | $ | 115.7 | $ | (328.4 | ) | |||
The following items explain the significant financing activities for the periods presented:
Twelve Months Ended April 28, 2013
• | In August 2012, we issued $1.0 billion of our 2022 Notes at a price equal to 99.5% of their face value. We used $804.9 million of the $981.2 million in net proceeds from the debt offering to repurchase the remaining $589.4 million of our 2014 Notes and $105.0 million of our 2013 Notes. |
• | We repurchased 19,068,079 shares of our common stock for $386.4 million as part of the Share Repurchase Program. |
• | We incurred $18.0 million in transaction fees in connection with the issuance of the 2022 Notes, which were being amortized over their ten-year life and subsequently written off in connection with the Merger. |
Twelve Months Ended April 29, 2012
• | We redeemed the remaining $77.8 million of our 7% senior unsecured notes due August 2011 and repurchased $59.7 million of our 2014 Notes. |
• | We repurchased 9,176,704 shares of our common stock for $189.5 million as part of the Share Repurchase Program. |
• | We received $20.0 million of cash previously held in a deposit account to serve as collateral for overdrafts on certain of our bank accounts and $3.9 million of cash from the counterparty of our interest rate swap contract which expired in August 2011. |
• | We paid $11.0 million of debt issuance costs in connection with the refinancing of the ABL Credit Facility. |
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Capitalization
January 3, 2016 | December 28, 2014 | |||||||
(in millions) | ||||||||
6.625% senior unsecured notes, due August 2022, including unamortized premiums of $15.6 million and $19.7 million | $ | 900.2 | $ | 1,014.3 | ||||
7.75% senior unsecured notes, due July 2017, including unamortized premiums of $20.6 million and $38.1 million | 446.8 | 519.3 | ||||||
5.25% senior unsecured notes, due August 2018, net of debt issuance costs of $5.4 million and $8.3 million | 446.4 | 491.7 | ||||||
5.875% senior unsecured notes, due August 2021, net of debt issuance costs of $5.7 million and $7.6 million | 349.3 | 392.4 | ||||||
Floating rate senior unsecured term loan, due May 2020 | 50.0 | 200.0 | ||||||
Various, interest rates from 2.45% to 2.76%, due February 2016 through March 2019 | 71.0 | 84.0 | ||||||
Total debt | 2,263.7 | 2,701.7 | ||||||
Current portion | (29.1 | ) | (46.9 | ) | ||||
Total long-term debt | $ | 2,234.6 | $ | 2,654.8 | ||||
Total shareholder's equity | $ | 4,820.5 | $ | 4,539.5 | ||||
Guarantees
As part of our business, we are party to various financial guarantees and other commitments as described below. These arrangements involve elements of performance and credit risk that are not included in the consolidated balance sheet. We could become liable in connection with these obligations depending on the performance of the guaranteed party or the occurrence of future events that we are unable to predict. If we consider it probable that we will become responsible for an obligation, we will record the liability in our consolidated balance sheet.
As of January 3, 2016, we continued to guarantee $6.7 million of leases that were transferred to JBS S.A. in connection with the sale of Smithfield Beef, Inc which closed in October 2008. This guaranty may remain in place until the leases expire through February 2022.
Additional Matters Affecting Liquidity
Capital Projects
We anticipate capital expenditures of approximately $350.0 million for 2016 to upgrade facilities with new machinery and equipment in order to improve our competitive cost structure and achieve least cost/best in class operations. These expenditures are expected to be funded with cash flows from operations and/or borrowings under credit facilities.
Group Pens
In January 2007, we announced a voluntary, ten-year program to phase out individual gestation stalls at our company-owned sow farms and replace the gestation stalls with group pens. We currently estimate the total cost of our transition to group pens to be approximately $360.0 million, including associated maintenance and repairs. This program represents a significant financial commitment and reflects our desire to be more animal friendly, as well as to address the concerns and needs of our customers. As of the end of 2015, we had completed conversions to group housing for 82% of our sows on company-owned farms. We remain on track to finish conversion to group housing for all sows on company-owned farms by the end of 2017. Worldwide, we have pledged to convert all company sow farms by 2022. Our hog production operations in Poland and Romania completed their conversions to group housing facilities a number of years ago, and our joint ventures in Mexico are currently working toward the 2022 goal.
In January 2014, we announced the recommendation that all of our contract sow growers join with us in converting their facilities to group housing systems for pregnant sows. We asked contract sow growers to convert by 2022 and offered a sliding scale of incentives to accelerate that timetable through the receipt of contract extensions upon completion of the conversion.
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Risk Management Activities
We are exposed to market risks primarily from changes in commodity prices, and to a lesser degree, interest rates and foreign exchange rates. To mitigate these risks, we utilize derivative instruments to hedge our exposure to changing prices and rates, as more fully described under “Derivative Financial Instruments” below. Our liquidity position may be positively or negatively affected by changes in the underlying value of our derivative portfolio. When the value of our open derivative contracts decrease, we may be required to post margin deposits with our brokers to cover a portion of the decrease. Conversely, when the value of our open derivative contracts increase, our brokers may be required to deliver margin deposits to us for a portion of the increase. During 2015, margin deposits posted by us ranged from $(15.4) million to $80.7 million (negative amounts representing margin deposits we have received from our brokers). The average daily amount we held on deposit with our brokers during 2015 was $40.7 million. As of January 3, 2016, the net amount on deposit with our brokers was $47.9 million.
The effects, positive or negative, on liquidity resulting from our risk management activities tend to be mitigated by offsetting changes in cash prices in our core business. For example, in a period of rising grain prices, gains resulting from long grain derivative positions would generally be offset by higher cash prices paid to farmers and other suppliers in spot markets. These offsetting changes do not always occur, however, in the same amounts or in the same period, with lag times of as much as twelve months.
Pension Plan Funding
Funding requirements for our pension plans are determined based on the funded status measured at the end of each year. The values of our pension obligation and related assets may fluctuate significantly, which may in turn lead to a larger underfunded status in our pension plans and a higher funding requirement. We contributed $200.0 million to our qualified pension plans in 2015. In January 2016, we contributed an additional $125.0 million to our qualified pension plans.
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Contractual Obligations and Commercial Commitments
The following table provides information about our contractual obligations and commercial commitments as of January 3, 2016:
Payments Due By Period | ||||||||||||||||||||
Total | < 1 Year | 1-3 Years | 3-5 Years | > 5 Years | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Long-term debt, excluding premiums and debt issuance costs | $ | 2,238.7 | $ | 29.1 | $ | 911.6 | $ | 58.3 | $ | 1,239.7 | ||||||||||
Interest | 686.2 | 139.8 | 245.4 | 162.8 | 138.2 | |||||||||||||||
Capital lease obligations, including interest | 25.0 | 1.4 | 2.1 | 1.9 | 19.6 | |||||||||||||||
Operating leases | 260.0 | 49.0 | 79.1 | 53.1 | 78.8 | |||||||||||||||
Capital expenditure commitments | 57.9 | 57.9 | — | — | — | |||||||||||||||
Purchase obligations: | ||||||||||||||||||||
Hog procurement (1) | 5,970.7 | 1,628.6 | 2,422.1 | 1,365.7 | 554.3 | |||||||||||||||
Contract hog growers (2) | 1,142.5 | 377.7 | 316.7 | 210.4 | 237.7 | |||||||||||||||
Grain procurement (3) | 210.5 | 210.5 | — | — | — | |||||||||||||||
Other (4) | 406.2 | 167.5 | 27.8 | 30.0 | 180.9 | |||||||||||||||
Total | $ | 10,997.7 | $ | 2,661.5 | $ | 4,004.8 | $ | 1,882.2 | $ | 2,449.2 | ||||||||||
(1) | Through the Fresh Pork and International segments, we have purchase agreements with certain hog producers. Some of these arrangements obligate us to purchase all of the hogs produced by these producers. Other arrangements obligate us to purchase a fixed amount of hogs. Due to the uncertainty of the number of hogs that we are obligated to purchase and the uncertainty of market prices at the time of hog purchases, we have estimated our obligations under these arrangements. Future payments were estimated using current live hog market prices, available futures contract prices and internal projections adjusted for historical quality premiums. |
(2) | Through the Hog Production segment, we use independent farmers and their facilities to raise hogs produced from our breeding stock. Under multi-year contracts, the farmers provide the initial facility investment, labor and front line management in exchange for a performance-based service fee payable upon delivery. We are obligated to pay this service fee for all hogs delivered. We have estimated our obligation based on expected hogs delivered from these farmers. |
(3) | Includes fixed price forward grain purchase contracts totaling $11.9 million. Also includes unpriced forward grain purchase contracts which, if valued as of January 3, 2016 market prices, would be $198.6 million. These forward grain contracts are accounted for as normal purchases. As a result, they are not recorded in the balance sheet. |
(4) | Includes guaranteed royalty payments totaling $229.5 million to Nathan's Famous Inc. (Nathan's) over an 18 year contractual term commencing in March 2014. In December 2012, John Morrell signed an agreement with Nathan's to become Nathan's exclusive licensee to manufacture and sell branded hot dog, sausage and corn beef products in the retail market. Under the terms of the agreement, guaranteed minimum royalty payments were $10.0 million for the first year and increase at a compounded average annual rate of 3.2% over the contract term. |
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have a material current effect, or that are reasonably likely to have a material future effect, on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
DERIVATIVE FINANCIAL INSTRUMENTS
We are exposed to market risks primarily from changes in commodity prices, as well as interest rates and foreign exchange rates. To mitigate these risks, we utilize derivative instruments to hedge our exposure to changing prices and rates.
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Derivative instruments are recorded in the balance sheet as either assets or liabilities at fair value. For derivatives that qualify and have been designated as cash flow or fair value hedges for accounting purposes, changes in fair value have no net impact on earnings, to the extent the derivative is considered perfectly effective in achieving offsetting changes in fair value or cash flows attributable to the risk being hedged, until the hedged item is recognized in earnings (commonly referred to as the “hedge accounting” method). For derivatives that do not qualify or are not designated as hedging instruments for accounting purposes, changes in fair value are recorded in current period earnings (commonly referred to as the “mark-to-market” method). Under this guidance, we may elect either method of accounting for our derivative portfolio, assuming all the necessary requirements are met. We have in the past availed ourselves of either acceptable method and expect to do so in the future. We believe all of our derivative instruments represent economic hedges against changes in prices and rates, regardless of their designation for accounting purposes.
When available, we use quoted market prices to determine the fair value of our derivative instruments. This may include exchange prices, quotes obtained from brokers, or independent valuations from external sources, such as banks. In some cases where market prices are not available, we make use of observable market based inputs to calculate fair value.
The size and mix of our derivative portfolio varies from time to time based upon our analysis of current and future market conditions. The following table presents the fair values of our open derivative financial instruments in the consolidated balance sheets (1):
January 3, 2016 | December 28, 2014 | |||||||
(in millions) | ||||||||
Grains | $ | (28.0 | ) | $ | (27.4 | ) | ||
Livestock | 18.8 | 58.0 | ||||||
Energy | (15.7 | ) | (10.1 | ) | ||||
Interest rate contracts | (0.2 | ) | (0.1 | ) | ||||
Foreign currency | (1.1 | ) | 0.4 | |||||
(1) | Negative amounts represent net liabilities |
Sensitivity Analysis
The following table presents the sensitivity of the fair value of our open derivative contracts to a hypothetical 10% change in market prices or foreign exchange rates, as of January 3, 2016 and December 28, 2014:
January 3, 2016 | December 28, 2014 | |||||||
(in millions) | ||||||||
Grains | $ | 18.9 | $ | 24.2 | ||||
Livestock | 1.4 | 76.3 | ||||||
Energy | 3.3 | 5.9 | ||||||
Foreign currency | 7.4 | 4.3 | ||||||
Commodities Risk
Our meat processing and hog production operations use various raw materials, primarily live hogs, corn, soybean meal and wheat, which are actively traded on commodity exchanges. We hedge these commodities when we determine conditions are appropriate to mitigate the inherent price risks. While this hedging may limit our ability to participate in gains from favorable commodity fluctuations, it also tends to reduce the risk of loss from adverse changes in raw material prices. Commodities underlying our derivative instruments are subject to significant price fluctuations. Any requirement to mark-to-market the positions that have not been designated or do not qualify for hedge accounting could result in volatility in our results of operations. We attempt to closely match the hedging instrument terms with the hedged item’s terms. Gains and losses resulting from our commodity derivative contracts are recorded in cost of sales except for lean hog contracts that are designated in cash flow hedging relationships, which are recorded in sales, and are offset by increases and decreases in cash prices in our core business (with such increases and decreases reflected in the same income statement line items). For example, in a period of rising grain prices, gains resulting from long grain derivative positions would generally be offset by higher cash prices paid to farmers and other suppliers in spot markets. However, under the “mark-to-market” method described above, these offsetting changes do not always occur in the same period, with lag times of as much as twelve months.
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Interest Rate and Foreign Currency Exchange Risk
We periodically enter into interest rate swaps to hedge our exposure to changes in interest rates on certain financial instruments and to manage the overall mix of fixed rate and floating rate debt instruments. We also periodically enter into foreign exchange forward contracts to hedge exposure to changes in foreign currency rates on foreign denominated assets and liabilities as well as forecasted transactions denominated in foreign currencies.
See "Item 8. Financial Statements and Supplementary Data-Note 4—Derivative Financial Instruments" for the effects of pre-tax gains and losses on derivative instruments on our consolidated financial statements.
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of consolidated financial statements requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on our experience and our understanding of the current facts and circumstances. Actual results could differ from those estimates. The following is a summary of certain accounting policies and estimates we consider critical. Our accounting policies are more fully discussed in Note 1 in “Item 8. Financial Statements and Supplementary Data.”
Description | Judgments and Uncertainties | Effect if Actual Results Differ From Assumptions |
Contingent liabilities | ||
We are subject to lawsuits, investigations and other claims related to the operation of our farms, labor, livestock procurement, securities, environmental, product, taxing authorities and other matters, and are required to assess the likelihood of any adverse judgments or outcomes to these matters, as well as potential ranges of probable losses and fees. A determination of the amount of reserves and disclosures required, if any, for these contingencies are made after considerable analysis of each individual issue. We accrue for contingent liabilities when an assessment of the risk of loss is probable and can be reasonably estimated. We disclose contingent liabilities when the risk of loss is reasonably possible or probable. | Our contingent liabilities contain uncertainties because the eventual outcome will result from future events, and determination of current reserves requires estimates and judgments related to future changes in facts and circumstances, differing interpretations of the law and assessments of the amount of damages or fees, and the effectiveness of strategies or other factors beyond our control. | We have not made any material changes in the accounting methodology used to establish our contingent liabilities during the periods presented in this Form 10-K. We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate our contingent liabilities. |
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Description | Judgments and Uncertainties | Effect if Actual Results Differ From Assumptions |
Marketing and advertising costs | ||
We incur advertising, customer incentive and consumer incentive costs to promote products through marketing programs. These programs include cooperative advertising, volume discounts, in-store display incentives, coupons and other programs. Advertising costs are charged in the period incurred except for certain production costs, which are expensed upon the first airing of the advertisement. We accrue customer and consumer incentive costs based on the estimated performance, historical utilization and redemption of each program. Except for certain amounts related to cooperative advertising arrangements, cash consideration given to customers is considered a reduction in the price of our products, thus recorded as a reduction to sales. The remainder of marketing and advertising costs is recorded as a selling, general and administrative expense. | Recognition of the costs related to these programs contains uncertainties due to judgment required in estimating the potential performance and redemption of each program.These estimates are based on many factors, including experience of similar promotional programs. | We have not made any material changes in the accounting methodology used to establish our marketing accruals during the periods presented in this Form 10-K. We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate our marketing accruals. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to gains or losses that could be material. |
Impairment Considerations of Equity Method Investments | ||
Each quarter, we review the carrying value of our investments and consider whether indicators of impairment exist. Examples of impairment indicators include a history or expectation of future operating losses and declines in a quoted share price, among other factors. If an impairment indicator exists, we must evaluate the fair value of our investment to determine if a loss in value, which is other than temporary, has occurred. If we consider any such decline to be other than temporary (based on various factors, including historical financial results, product development activities and the overall health of the affiliate’s industry), then a write-down of the investment to its estimated fair value would be recorded. | In assessing the fair value of an investment, we consider a variety of information, including the history of our investment's cash flows, expectations about future cash flows and market multiples for comparable businesses. | We have not made any material changes in the accounting methodology used to evaluate impairment of equity method investments during the periods presented in this Form 10-K. |
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Description | Judgments and Uncertainties | Effect if Actual Results Differ From Assumptions |
Accrued self insurance | ||
We are self insured for certain losses related to health and welfare, workers’ compensation, auto liability and general liability claims. We use an independent third-party actuary to assist in the determination of certain of our self-insurance liabilities. We and the actuary consider a number of factors when estimating our self-insurance liability, including claims experience, demographic factors, severity factors and other actuarial assumptions. We periodically review our estimates and assumptions with our third-party actuary to assist us in determining the adequacy of our self-insurance liability. | Our self-insurance liabilities contain uncertainties due to assumptions required and judgment used. Costs to settle our obligations, including legal and healthcare costs, could increase or decrease causing estimates of our self-insurance liabilities to change. Incident rates, including frequency and severity, could increase or decrease causing estimates in our self-insurance liabilities to change. | We have not made any material changes in the accounting methodology used to establish our self-insurance liabilities during the periods presented in this Form 10-K. We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate our self-insurance liabilities. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to gains or losses that could be material. A 10% increase in the estimates as of January 3, 2016, would result in an increase in the amount we recorded for our insurance liabilities of approximately $10.6 million. |
Impairment of long-lived assets | ||
Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Examples include a current expectation that a long-lived asset will be disposed of significantly before the end of its previously estimated useful life, a significant adverse change in the extent or manner in which we use a long-lived asset or a change in its physical condition. When evaluating long-lived assets for impairment, we compare the carrying value of the asset to the asset’s estimated undiscounted future cash flows. Impairment is recorded if the estimated future cash flows are less than the carrying value of the asset. The impairment is the excess of the carrying value over the fair value of the long-lived asset. | We had no significant impairments of long-lived assets during the periods presented in this Form 10-K. Our impairment analysis contains uncertainties due to judgment in assumptions and estimates surrounding undiscounted future cash flows of the long-lived asset, including forecasting useful lives of assets and selecting the discount rate that reflects the risk inherent in future cash flows. | We have not made any material changes in the accounting methodology used to evaluate the impairment of long-lived assets during the periods presented in this Form 10-K. We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate impairments of long- lived assets. However, if actual results are not consistent with our estimates and assumptions used to calculate estimated future cash flows, we may be exposed to future impairment losses that could be material. |
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Description | Judgments and Uncertainties | Effect if Actual Results Differ From Assumptions |
Impairment of goodwill and other non-amortized intangible assets | ||
Goodwill and indefinite-lived intangible assets are tested for impairment annually in the fourth quarter, or sooner if impairment indicators arise. In the evaluation of goodwill for impairment, we may perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is not, no further analysis is required. If it is, a prescribed two-step goodwill impairment test is performed to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized for that reporting unit, if any. The first step in the two-step impairment test is to identify if a potential impairment exists by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to have a potential impairment and the second step of the impairment test is not necessary. However, if the carrying amount of a reporting unit exceeds its fair value, the second step is performed to determine if goodwill is impaired and to measure the amount of impairment loss to recognize, if any. The second step compares the implied fair value of goodwill with the carrying amount of goodwill. If the implied fair value of goodwill exceeds the carrying amount, goodwill is not considered impaired. However, if the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal to that excess. | We estimate the fair value of our reporting units by applying valuation multiples and/or estimating future discounted cash flows. The selection of multiples and cash flows is dependent upon assumptions regarding future levels of operating performance as well as business trends and prospects, and industry, market and economic conditions. A discounted cash flow analysis requires us to make various judgmental assumptions about sales, operating margins, growth rates and discount rates. When estimating future discounted cash flows, we consider the assumptions that hypothetical marketplace participants would use in estimating future cash flows. In addition, where applicable, an appropriate discount rate is used, based on our cost of capital or location-specific economic factors. The fair values of trademarks have been calculated using a royalty rate method. Assumptions about royalty rates are based on the rates at which similar brands and trademarks are licensed in the marketplace. Our impairment analysis contains uncertainties due to uncontrollable events that could positively or negatively impact the anticipated future economic and operating conditions. | We have not made any material changes in the accounting methodology used to evaluate impairment of goodwill and other intangible assets during the periods presented in this Form 10-K. As of January 3, 2016, we had $1.6 billion of goodwill and $1.3 billion of indefinite-lived intangible assets, consisting mainly of trademarks. Our goodwill is included in the following segments: Fresh Pork - $32.2 million Packaged Meats - $1,518.3 million International - $65.1 million Hog Production - $3.9 million As a result of the first step of our 2015 goodwill impairment analysis, the fair value of each reporting unit exceeded its carrying value. Therefore, the second step was not necessary. A hypothetical 10% decrease in the estimated fair value of our reporting units would not result in an impairment. Our 2015 indefinite-lived intangible asset impairment analysis did not result in an impairment charge. A hypothetical 10% decrease in the estimated fair value of our intangible assets would not result in an impairment. |
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Description | Judgments and Uncertainties | Effect if Actual Results Differ From Assumptions |
The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination (i.e., the fair value of the reporting unit is allocated to all the assets and liabilities, including any unrecognized intangible assets, as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit). For our other non-amortizable intangible assets, if the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. We have elected to make the first day of the fourth quarter the annual impairment assessment date for goodwill and other intangible assets. However, we could be required to evaluate the recoverability of goodwill and other intangible assets prior to the required annual assessment if we experience disruptions to the business, unexpected significant declines in operating results, divestiture of a significant component of the business or a decline in market capitalization. | ||
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Description | Judgments and Uncertainties | Effect if Actual Results Differ From Assumptions |
Income taxes | ||
We estimate total income tax expense based on statutory tax rates and tax planning opportunities available to us in various jurisdictions in which we earn income. Federal income taxes include an estimate for taxes on earnings of foreign subsidiaries expected to be remitted to the United States and be taxable, but not for earnings considered indefinitely invested in the foreign subsidiary. Deferred income taxes are recognized for the future tax effects of temporary differences between financial and income tax reporting using tax rates in effect for the years in which the differences are expected to reverse. Valuation allowances are recorded when it is likely a tax benefit will not be realized for a deferred tax asset. We record unrecognized tax benefit liabilities for known or anticipated tax issues based on our analysis of whether, and the extent to which, additional taxes will be due. This analysis is performed in accordance with the applicable accounting guidance. | Changes in tax laws and rates could affect recorded deferred tax assets and liabilities in the future. Changes in projected future earnings could affect the recorded valuation allowances in the future. Our calculations related to income taxes contain uncertainties due to judgment used to calculate tax liabilities in the application of complex tax regulations across the tax jurisdictions where we operate. Our analysis of unrecognized tax benefits contain uncertainties based on judgment used to apply the more likely than not recognition and measurement thresholds. | We do not believe there is a reasonable likelihood there will be a material change in the tax related balances or valuation allowances. However, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the tax liabilities. To the extent we prevail in matters for which liabilities have been established, or are required to pay amounts in excess of our recorded liabilities, our effective tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement may require use of our cash and result in an increase in our effective tax rate in the period of resolution. A favorable tax settlement could be recognized as a reduction in our effective tax rate in the period of resolution. |
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Description | Judgments and Uncertainties | Effect if Actual Results Differ From Assumptions |
Pension Accounting | ||
We provide the majority of our U.S. employees with pension benefits. We account for our pension plans in accordance with the applicable accounting guidance, which requires us to recognize the funded status of our pension plans in our consolidated balance sheets and to recognize, as a component of other comprehensive income (loss), the gains or losses and prior service costs or credits that arise during the period, but are not recognized in net periodic benefit cost. We use an independent third-party actuary to assist in the determination of our pension obligation and related costs. We generally contribute the minimum amount required under government regulations to our qualified pension plans. We funded $200.0 million, $167.1 million, $18.8 million, and $17.7 million to our qualified pension plans during the twelve months ended January 3, 2016, the twelve months ended December 28, 2014, the eight months ended December 29, 2013 and the twelve months ended April 28, 2013, respectively. We expect to fund $125.0 million in 2016 for our qualified pension plans. | The measurement of our pension obligation and costs is dependent on a variety of assumptions regarding future events. The key assumptions we use include discount rates, salary growth, retirement ages/mortality rates and the expected return on plan assets. These assumptions may have an effect on the amount and timing of future contributions. The discount rate assumption is based on investment yields available at year-end on corporate bonds rated AA and above with a maturity to match our expected benefit payment stream. The salary growth assumption reflects our long-term actual experience, the near-term outlook and assumed inflation. Retirement rates are based primarily on actual plan experience. Mortality rates were previously based on mandated mortality tables. During 2014, we used a new mortality table that has flexibility to consider industry specific groups, such as blue collar or white collar. The expected return on plan assets reflects asset allocations, investment strategy and historical returns of the asset categories. The effects of actual results differing from these assumptions are accumulated and amortized over future periods and, therefore, generally affect our recognized expense in such future periods. The following weighted average assumptions were used to determine our benefit obligation and net benefit cost for 2015: • 4.55% – Discount rate to determine net benefit cost • 4.70% – Discount rate to determine pension benefit obligation • 7.50% – Expected return on plan assets • 4.00% – Salary growth | If actual results are not consistent with our estimates or assumptions, we may be exposed to gains or losses that could be material. An additional 0.50% decrease in the discount rate used to measure our projected benefit obligation would have further reduced the funded status by $123.5 million as of January 3, 2016, and would have resulted in an additional $15.3 million in net pension cost for the twelve months ended January 3, 2016. A 0.50% decrease in expected return on plan assets would have resulted in an additional $7.0 million in net pension cost for the twelve months ended January 3, 2016. In addition to higher net pension cost, a significant decrease in the funded status of our pension plans caused by either a devaluation of plan assets or a decline in the discount rate would result in higher pension funding requirements. |
Derivatives Accounting | ||
See “Derivative Financial Instruments” above for a discussion of our derivative accounting policy. | ||
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Recent Accounting Pronouncements
See Note 1 in “Item 8. Financial Statements and Supplementary Data” for information about recently issued accounting standards not yet adopted by us, including their potential effects on our financial statements.
FORWARD-LOOKING INFORMATION
This report contains “forward-looking” statements within the meaning of the federal securities laws. The forward-looking statements include statements concerning our outlook for the future, as well as other statements of beliefs, future plans and strategies or anticipated events, and similar expressions concerning matters that are not historical facts. Our forward-looking information and statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, the forward-looking statements. These risks and uncertainties include, but are not limited to, the availability and prices of live hogs, feed ingredients (including corn), raw materials, fuel and supplies, food safety, livestock disease, live hog production costs, product pricing, the competitive environment and related market conditions, risks associated with our indebtedness, including cost increases due to rising interest rates or changes in debt ratings or outlook, hedging risk, adverse weather conditions, operating efficiencies, changes in foreign currency exchange rates, access to capital, the cost of compliance with and changes to regulations and laws, including changes in accounting standards, tax laws, environmental laws, agricultural laws and occupational, health and safety laws, adverse results from litigation, actions of domestic and foreign governments, labor relations issues, credit exposure to large customers, the ability to realize the anticipated strategic benefits of the acquisition of Smithfield Foods, Inc. by WH Group, the ability to make effective acquisitions and successfully integrate newly acquired businesses into existing operations and other risks and uncertainties described under “Item 1A. Risk Factors.” Readers are cautioned not to place undue reliance on forward-looking statements because actual results may differ materially from those expressed in, or implied by, the statements. Any forward-looking statement that we make speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Information about our exposure to market risk is included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Derivative Financial Instruments” of this Annual Report on Form 10-K.
All statements other than historical information required by this item are forward-looking statements. The actual impact of future market changes could differ materially because of, among others, the factors discussed in this Annual Report on Form 10-K.
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ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
PAGE | |
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REPORT OF DELOITTE & TOUCHE LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Board of Directors and Shareholder of Smithfield Foods, Inc.
Smithfield, Virginia
We have audited the accompanying consolidated balance sheets of Smithfield Foods Inc. and subsidiaries (the "Company") as of January 3, 2016 and December 28, 2014, and the related consolidated statements of income, comprehensive income, shareholder's equity, and cash flows for the year ended January 3, 2016 and December 28, 2014 and the periods from September 27, 2013 to December 29, 2013 (Successor) and from April 29, 2013 to September 26, 2013 (Predecessor). Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Smithfield Foods Inc. and subsidiaries as of January 3, 2016 and December 28, 2014, and the results of their operations and their cash flows for the year ended January 3, 2016 and December 28, 2014 and the periods from September 27, 2013 to December 29, 2013 (Successor) and from April 29, 2013 to September 26, 2013 (Predecessor), in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
As discussed in Note 2 to the financial statements, on September 26, 2013, WH Group Limited (WH Group), formerly Shuanghui International Holdings Limited, acquired all of the outstanding shares of the Company and WH Group's cost of acquiring the Company has been pushed-down to establish a new accounting basis for the Company.
/s/ DELOITTE & TOUCHE LLP
Richmond, VA
March 29, 2016
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REPORT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Board of Directors and Shareholder of Smithfield Foods, Inc.
Smithfield, Virginia
We have audited the accompanying consolidated balance sheets of Smithfield Foods, Inc. and subsidiaries as of April 28, 2013 and April 29, 2012, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended April 28, 2013. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Smithfield Foods, Inc. and subsidiaries at April 28, 2013 and April 29, 2012, and the consolidated results of their operations and their cash flows for each of the three years in the period ended April 28, 2013, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
/s/ ERNST & YOUNG LLP
Richmond, Virginia
June 18, 2013, except for Note 15, as to which the date is March 25, 2015
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SMITHFIELD FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in millions)
Successor | Predecessor | |||||||||||||||||||
Twelve Months Ended | Twelve Months Ended | |||||||||||||||||||
January 3, 2016 | December 28, 2014 | September 27 - December 29, 2013 | April 29 - September 26, 2013 | April 28, 2013 | ||||||||||||||||
Sales | $ | 14,438.4 | $ | 15,031.3 | $ | 3,894.2 | $ | 5,679.5 | $ | 13,221.1 | ||||||||||
Cost of sales | 12,683.0 | 13,255.7 | 3,543.1 | 5,190.1 | 11,901.4 | |||||||||||||||
Gross profit | 1,755.4 | 1,775.6 | 351.1 | 489.4 | 1,319.7 | |||||||||||||||
Selling, general and administrative expenses | 973.3 | 902.2 | 213.4 | 341.7 | 815.4 | |||||||||||||||
Merger related costs | — | — | 23.9 | 18.0 | — | |||||||||||||||
(Income) loss from equity method investments | (11.7 | ) | (58.2 | ) | 2.6 | 0.5 | (15.0 | ) | ||||||||||||
Operating profit | 793.8 | 931.6 | 111.2 | 129.2 | 519.3 | |||||||||||||||
Interest expense | 133.8 | 159.4 | 59.0 | 64.6 | 168.7 | |||||||||||||||
Non-operating (gain) loss | 12.1 | (0.9 | ) | 1.7 | — | 120.7 | ||||||||||||||
Income before income taxes | 647.9 | 773.1 | 50.5 | 64.6 | 229.9 | |||||||||||||||
Income tax expense | 195.6 | 217.0 | 15.8 | 12.7 | 46.1 | |||||||||||||||
Net income | $ | 452.3 | $ | 556.1 | $ | 34.7 | $ | 51.9 | $ | 183.8 | ||||||||||
See Notes to Consolidated Financial Statements
70
SMITHFIELD FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
Successor | Predecessor | |||||||||||||||||||
Twelve Months Ended | Twelve Months Ended | |||||||||||||||||||
January 3, 2016 | December 28, 2014 | September 27 - December 29, 2013 | April 29 - September 26, 2013 | April 28, 2013 | ||||||||||||||||
Net income | $ | 452.3 | $ | 556.1 | $ | 34.7 | $ | 51.9 | $ | 183.8 | ||||||||||
Other comprehensive income (loss): | ||||||||||||||||||||
Foreign currency translation: | ||||||||||||||||||||
Translation gain (loss) | (137.0 | ) | (167.5 | ) | 29.6 | 23.3 | (12.5 | ) | ||||||||||||
Translation losses reclassified to non-operating (gain) loss | 54.6 | — | — | — | — | |||||||||||||||
Tax benefit (expense) | (6.4 | ) | 12.8 | (2.3 | ) | (6.4 | ) | 1.4 | ||||||||||||
Pension accounting: | ||||||||||||||||||||
Net actuarial gains (losses) | (57.8 | ) | (217.5 | ) | 23.7 | — | (93.9 | ) | ||||||||||||
Prior Service Cost | 15.2 | — | — | — | — | |||||||||||||||
Reclassification of losses into net income | 3.6 | 3.3 | — | 24.8 | 52.8 | |||||||||||||||
Tax benefit (expense) | 15.5 | 82.0 | (9.1 | ) | (9.7 | ) | 15.9 | |||||||||||||
Hedge accounting: | ||||||||||||||||||||
Net derivative gains (losses) | 108.7 | (166.3 | ) | (2.3 | ) | (26.6 | ) | 53.3 | ||||||||||||
Reclassification of net (gains) losses into net income | (184.8 | ) | 214.1 | (2.4 | ) | (29.2 | ) | (165.4 | ) | |||||||||||
Tax benefit (expense) | 29.3 | (18.5 | ) | 1.8 | 21.8 | 43.1 | ||||||||||||||
Total other comprehensive income (loss) | (159.1 | ) | (257.6 | ) | 39.0 | (2.0 | ) | (105.3 | ) | |||||||||||
Total comprehensive income | $ | 293.2 | $ | 298.5 | $ | 73.7 | $ | 49.9 | $ | 78.5 | ||||||||||
See Notes to Consolidated Financial Statements
71
SMITHFIELD FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
January 3, 2016 | December 28, 2014 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 704.9 | $ | 433.5 | ||||
Accounts receivable, net | 760.0 | 864.0 | ||||||
Inventories | 2,099.7 | 2,206.8 | ||||||
Prepaid expenses and other current assets | 176.4 | 244.3 | ||||||
Total current assets | 3,741.0 | 3,748.6 | ||||||
Property, plant and equipment, net | 2,867.3 | 2,753.4 | ||||||
Goodwill | 1,619.5 | 1,626.2 | ||||||
Intangible assets, net | 1,365.7 | 1,380.9 | ||||||
Investments | 142.5 | 498.0 | ||||||
Other assets | 158.0 | 124.4 | ||||||
Total assets | $ | 9,894.0 | $ | 10,131.5 | ||||
LIABILITIES AND SHAREHOLDER'S EQUITY | ||||||||
Current liabilities: | ||||||||
Current portion of long-term debt and capital lease obligations | 30.3 | 48.1 | ||||||
Accrued expenses and other current liabilities | 828.3 | 745.0 | ||||||
Accounts payable | 686.1 | 675.1 | ||||||
Total current liabilities | 1,544.7 | 1,468.2 | ||||||
Long-term debt and capital lease obligations | 2,257.9 | 2,678.5 | ||||||
Deferred income taxes, net | 668.2 | 697.5 | ||||||
Net long-term pension liability | 431.5 | 574.9 | ||||||
Other liabilities | 116.8 | 122.2 | ||||||
Redeemable noncontrolling interests | 53.9 | 49.8 | ||||||
Commitments and contingencies | ||||||||
Equity: | ||||||||
Shareholder's equity: | ||||||||
Common stock, no par value, 1,000 authorized shares; 1,000 issued and outstanding | — | — | ||||||
Additional paid-in capital | 4,185.1 | 4,167.3 | ||||||
Retained earnings | 1,013.1 | 590.8 | ||||||
Accumulated other comprehensive loss | (377.7 | ) | (218.6 | ) | ||||
Total shareholder's equity | 4,820.5 | 4,539.5 | ||||||
Noncontrolling interests | 0.5 | 0.9 | ||||||
Total equity | 4,821.0 | 4,540.4 | ||||||
Total liabilities and shareholder's equity | $ | 9,894.0 | $ | 10,131.5 | ||||
See Notes to Consolidated Financial Statements
72
SMITHFIELD FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Successor | Predecessor | ||||||||||||||||||||
Twelve Months Ended | Twelve Months Ended | ||||||||||||||||||||
January 3, 2016 | December 28, 2014 | September 27 - December 29, 2013 | April 29 - September 26, 2013 | April 28, 2013 | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net income | $ | 452.3 | $ | 556.1 | $ | 34.7 | $ | 51.9 | $ | 183.8 | |||||||||||
Adjustments to reconcile net cash flows from operating activities: | |||||||||||||||||||||
(Income) loss from equity method investments | (11.7 | ) | (58.2 | ) | 2.6 | 0.5 | (15.0 | ) | |||||||||||||
Depreciation and amortization | 234.1 | 230.8 | 55.4 | 106.5 | 239.9 | ||||||||||||||||
Impact of inventory fair value step-up on cost of sales | — | — | 45.4 | — | — | ||||||||||||||||
Deferred income taxes | 63.9 | 62.0 | 14.5 | (3.7 | ) | (5.3 | ) | ||||||||||||||
Impairment of assets | 3.3 | 6.2 | 0.5 | 2.0 | 4.2 | ||||||||||||||||
Pension expense | 44.3 | 50.6 | 11.9 | 44.8 | 96.1 | ||||||||||||||||
Pension contributions | (231.6 | ) | (173.7 | ) | (9.1 | ) | (9.7 | ) | (17.7 | ) | |||||||||||
Changes in operating assets and liabilities and other, net: | |||||||||||||||||||||
Accounts receivable | 83.5 | (91.7 | ) | (37.8 | ) | (86.0 | ) | (39.9 | ) | ||||||||||||
Inventories | 141.5 | 17.9 | 199.8 | (108.7 | ) | (273.9 | ) | ||||||||||||||
Prepaid expenses and other current assets | 66.8 | (22.5 | ) | (66.7 | ) | 72.8 | 52.0 | ||||||||||||||
Accounts payable | 19.8 | 77.4 | 107.0 | 64.2 | 14.7 | ||||||||||||||||
Accrued expenses and other current liabilities | 82.7 | 92.8 | 151.7 | (150.3 | ) | (15.9 | ) | ||||||||||||||
Other | (151.1 | ) | 65.4 | (50.6 | ) | (10.1 | ) | (50.3 | ) | ||||||||||||
Net cash flows from operating activities | 797.8 | 813.1 | 459.3 | (25.8 | ) | 172.7 | |||||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of Smithfield Foods, Inc. | — | — | (4,896.6 | ) | — | — | |||||||||||||||
Proceeds from sale of equity interest in CFG | 354.0 | — | — | — | — | ||||||||||||||||
Capital expenditures | (375.2 | ) | (301.4 | ) | (69.9 | ) | (139.8 | ) | (278.0 | ) | |||||||||||
Business acquisition, net of cash acquired | — | (11.0 | ) | — | (32.8 | ) | (24.0 | ) | |||||||||||||
Net (expenditures) proceeds from breeding stock transactions | (53.2 | ) | 13.3 | 5.1 | (5.3 | ) | (18.4 | ) | |||||||||||||
Construction of distribution center pending sale-leaseback | (43.5 | ) | — | — | — | — | |||||||||||||||
Proceeds from sale-leaseback of distribution center | 42.5 | — | — | — | — | ||||||||||||||||
Proceeds from sale of property, plant and equipment | 6.4 | 3.8 | 2.3 | 1.7 | 16.9 | ||||||||||||||||
Advance note and other | (6.0 | ) | 3.6 | — | (10.0 | ) | (0.2 | ) | |||||||||||||
Net cash flows from investing activities | (75.0 | ) | (291.7 | ) | (4,959.1 | ) | (186.2 | ) | (303.7 | ) | |||||||||||
See Notes to Consolidated Financial Statements
73
SMITHFIELD FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
(in millions)
Successor | Predecessor | ||||||||||||||||||||
Twelve Months Ended | Twelve Months Ended | ||||||||||||||||||||
January 3, 2016 | December 28, 2014 | September 27 - December 29, 2013 | April 29 - September 26, 2013 | April 28, 2013 | |||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Net proceeds from equity contributions | — | — | 4,162.1 | — | — | ||||||||||||||||
Proceeds from the issuance of long-term debt | — | 13.0 | 900.3 | — | 1,219.2 | ||||||||||||||||
Principal payments on long-term debt and capital lease obligations | (410.1 | ) | (34.5 | ) | (218.7 | ) | (458.7 | ) | (716.5 | ) | |||||||||||
Proceeds from Securitization Facility | 290.0 | 255.0 | 240.0 | 170.0 | — | ||||||||||||||||
Payments on Securitization Facility | (290.0 | ) | (360.0 | ) | (255.0 | ) | (50.0 | ) | — | ||||||||||||
Net borrowings (repayments) on revolving credit facilities and notes payables | (6.4 | ) | (159.6 | ) | (367.9 | ) | 490.3 | 13.9 | |||||||||||||
Repurchase of common stock | — | — | — | — | (386.4 | ) | |||||||||||||||
Payment of dividends | (30.0 | ) | — | — | — | — | — | ||||||||||||||
Debt issuance costs and other | — | (0.2 | ) | (20.4 | ) | 0.1 | (14.5 | ) | |||||||||||||
Net cash flows from financing activities | (446.5 | ) | (286.3 | ) | 4,440.4 | 151.7 | 115.7 | ||||||||||||||
Effect of foreign exchange rate changes on cash | (4.9 | ) | 5.0 | 2.3 | 0.2 | 1.6 | |||||||||||||||
Net change in cash and cash equivalents | 271.4 | 240.1 | (57.1 | ) | (60.1 | ) | (13.7 | ) | |||||||||||||
Cash and cash equivalents at beginning of period | 433.5 | 193.4 | 250.5 | 310.6 | 324.3 | ||||||||||||||||
Cash and cash equivalents at end of period | $ | 704.9 | $ | 433.5 | $ | 193.4 | $ | 250.5 | $ | 310.6 | |||||||||||
See Notes to Consolidated Financial Statements
74
SMITHFIELD FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
(in millions)
Common Stock (Shares) | Common Stock (Amount) | Additional Paid-in Capital | Stock Held in Trust | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Shareholder's Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||
Predecessor | |||||||||||||||||||||||||||||||||||
Balance, April 29, 2012 | 157.4 | $ | 78.7 | $ | 1,561.0 | $ | (67.9 | ) | $ | 2,326.4 | $ | (510.9 | ) | $ | 3,387.3 | $ | 0.7 | $ | 3,388.0 | ||||||||||||||||
Common stock repurchased | (19.1 | ) | (9.5 | ) | (189.3 | ) | — | (187.6 | ) | — | (386.4 | ) | — | (386.4 | ) | ||||||||||||||||||||
Issuance of common stock | 0.6 | 0.3 | (1.1 | ) | — | — | — | (0.8 | ) | — | (0.8 | ) | |||||||||||||||||||||||
Stock compensation expense | — | — | 19.1 | — | — | — | 19.1 | — | 19.1 | ||||||||||||||||||||||||||
Purchase of stock for trust | — | — | — | (1.8 | ) | — | — | (1.8 | ) | — | (1.8 | ) | |||||||||||||||||||||||
Other | — | — | 0.2 | 0.9 | — | — | 1.1 | (0.4 | ) | 0.7 | |||||||||||||||||||||||||
Comprehensive income: | |||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | 183.8 | — | 183.8 | 0.4 | 184.2 | ||||||||||||||||||||||||||
Other comprehensive loss, net of tax | — | — | — | — | — | (105.3 | ) | (105.3 | ) | — | (105.3 | ) | |||||||||||||||||||||||
Balance, April 28, 2013 | 138.9 | 69.5 | 1,389.9 | (68.8 | ) | 2,322.6 | (616.2 | ) | 3,097.0 | 0.7 | 3,097.7 | ||||||||||||||||||||||||
Issuance of common stock | 0.4 | 0.1 | (2.4 | ) | — | — | — | (2.3 | ) | — | (2.3 | ) | |||||||||||||||||||||||
Stock compensation expense | — | — | 26.4 | — | — | — | 26.4 | — | 26.4 | ||||||||||||||||||||||||||
Purchase of stock for trust | — | — | — | (0.7 | ) | — | — | (0.7 | ) | — | (0.7 | ) | |||||||||||||||||||||||
Other | — | — | — | — | — | — | — | (0.3 | ) | (0.3 | ) | ||||||||||||||||||||||||
Comprehensive income: | |||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | 51.9 | — | 51.9 | 0.2 | 52.1 | ||||||||||||||||||||||||||
Other comprehensive loss, net of tax | — | — | — | — | — | (2.0 | ) | (2.0 | ) | — | (2.0 | ) | |||||||||||||||||||||||
Balance, September 26, 2013 | 139.3 | 69.6 | 1,413.9 | (69.5 | ) | 2,374.5 | (618.2 | ) | 3,170.3 | 0.6 | 3,170.9 | ||||||||||||||||||||||||
Successor | |||||||||||||||||||||||||||||||||||
Balance, September 27, 2013 | — | — | 4,162.1 | — | — | — | 4,162.1 | 0.6 | 4,162.7 | ||||||||||||||||||||||||||
Adjustment to redeemable noncontrolling interests | — | — | (2.2 | ) | — | — | — | (2.2 | ) | — | (2.2 | ) | |||||||||||||||||||||||
Other | — | — | (2.5 | ) | — | — | — | (2.5 | ) | — | (2.5 | ) | |||||||||||||||||||||||
Comprehensive income: | |||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | 34.7 | — | 34.7 | 0.1 | 34.8 | ||||||||||||||||||||||||||
Other comprehensive income, net of tax | — | — | — | — | — | 39.0 | 39.0 | — | 39.0 | ||||||||||||||||||||||||||
Balance, December 29, 2013 | — | $ | — | $ | 4,157.4 | $ | — | $ | 34.7 | $ | 39.0 | $ | 4,231.1 | $ | 0.7 | $ | 4,231.8 | ||||||||||||||||||
See Notes to Consolidated Financial Statements
75
SMITHFIELD FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY - (Continued)
(in millions)
Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Shareholder's Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||
Balance, December 29, 2013 | $ | 4,157.4 | $ | 34.7 | $ | 39.0 | $ | 4,231.1 | $ | 0.7 | $ | 4,231.8 | ||||||||||||
Stock compensation expense | 9.2 | — | — | 9.2 | — | 9.2 | ||||||||||||||||||
Adjustment to redeemable noncontrolling interests | 0.3 | — | — | 0.3 | — | 0.3 | ||||||||||||||||||
Other | 0.4 | — | — | 0.4 | — | 0.4 | ||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||
Net income | — | 556.1 | — | 556.1 | 0.2 | 556.3 | ||||||||||||||||||
Other comprehensive loss, net of tax | — | — | (257.6 | ) | (257.6 | ) | — | (257.6 | ) | |||||||||||||||
Balance, December 28, 2014 | 4,167.3 | 590.8 | (218.6 | ) | 4,539.5 | 0.9 | 4,540.4 | |||||||||||||||||
Dividend | — | (30.0 | ) | — | (30.0 | ) | — | (30.0 | ) | |||||||||||||||
Stock compensation expense | 17.6 | — | — | 17.6 | — | 17.6 | ||||||||||||||||||
Other | 0.2 | — | — | 0.2 | — | 0.2 | ||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||
Net income (loss) | — | 452.3 | — | 452.3 | (0.4 | ) | 451.9 | |||||||||||||||||
Other comprehensive loss, net of tax | — | — | (159.1 | ) | (159.1 | ) | — | (159.1 | ) | |||||||||||||||
Balance, January 3, 2016 | $ | 4,185.1 | $ | 1,013.1 | $ | (377.7 | ) | $ | 4,820.5 | $ | 0.5 | $ | 4,821.0 | |||||||||||
See Notes to Consolidated Financial Statements
76
SMITHFIELD FOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Smithfield Foods, Inc., together with its subsidiaries ("Smithfield," "the Company," "we," "us" or "our"), is the largest hog producer and pork processor in the world. We produce and market a wide variety of fresh meat and packaged meats products both domestically and internationally. We conduct our operations through five reportable segments: Fresh Pork, Packaged Meats, Hog Production, International and Corporate.
On September 26, 2013 (the Merger Date), pursuant to the Agreement and Plan of Merger dated May 28, 2013 (the Merger Agreement) with WH Group Limited, formerly Shuanghui International Holdings Limited, a corporation formed under the laws of the Cayman Islands hereinafter referred to as WH Group, the Company merged with Sun Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of WH Group (Merger Sub), in a transaction hereinafter referred to as the Merger. As a result of the Merger, the Company survived as a wholly owned subsidiary of WH Group. See Note 2—Merger and Acquisitions for further information on the Merger.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and with the instructions to Form 10-K and Regulation S-X. The information reflects all normal recurring adjustments which we believe are necessary to present fairly the financial position and results of operations for all periods included.
The Merger was accounted for as a business combination using the acquisition method of accounting. WH Groups's cost of acquiring the Company has been pushed-down to establish a new accounting basis for the Company. Accordingly, the consolidated financial statements are presented for two periods, Predecessor and Successor, which represent the accounting periods preceding and succeeding the completion of the Merger. The Predecessor and Successor periods have been separated by a vertical line on the face of the consolidated financial statements to highlight the fact that the financial information for such periods has been prepared under two different historical-cost bases of accounting.
Certain prior year amounts have been reclassified to conform to current year presentation.
Change in Fiscal Year End
On January 16, 2014, the Company elected to change its fiscal year end from the 52 or 53 week period which previously ended on the Sunday nearest to April 30 to the 52 or 53 week period which ends on the Sunday nearest to December 31. The change became effective at the end of the period ended December 29, 2013. Unless otherwise noted, all references to "2015" and "2014" in this report are to the 53 week period ended January 3, 2016 and the 52 week period ended December 28, 2014, respectively.
77
For comparative purposes, the Consolidated Statements of Income for the eight months ended December 29, 2013 and December 30, 2012 are presented as follows:
Successor | Predecessor | |||||||||||
(unaudited) | ||||||||||||
Eight Months Ended | ||||||||||||
September 27 - December 29, 2013 | April 29 - September 26, 2013 | December 30, 2012 | ||||||||||
(in millions) | ||||||||||||
Sales | $ | 3,894.2 | $ | 5,679.5 | $ | 8,898.7 | ||||||
Cost of sales | 3,543.1 | 5,190.1 | 7,943.5 | |||||||||
Gross profit | 351.1 | 489.4 | 955.2 | |||||||||
Selling, general and administrative expenses | 213.4 | 341.7 | 540.5 | |||||||||
Merger related costs | 23.9 | 18.0 | — | |||||||||
Loss (income) from equity method investments | 2.6 | 0.5 | (6.5 | ) | ||||||||
Operating profit | 111.2 | 129.2 | 421.2 | |||||||||
Interest expense | 59.0 | 64.6 | 111.8 | |||||||||
Loss on debt extinguishment | 1.7 | — | 120.7 | |||||||||
Income before income taxes | 50.5 | 64.6 | 188.7 | |||||||||
Income tax expense | 15.8 | 12.7 | 58.7 | |||||||||
Net income | $ | 34.7 | $ | 51.9 | $ | 130.0 | ||||||
Principles of Consolidation
The consolidated financial statements include the accounts of all wholly owned subsidiaries, as well as all majority owned subsidiaries and other entities for which we have a controlling interest. Entities that are 50% owned or less are accounted for under the equity method when we have the ability to exercise significant influence. We use the cost method of accounting for investments in which our ability to exercise significant influence is limited. All intercompany transactions and accounts have been eliminated. Consolidating the results of operations and financial position of variable interest entities for which we are the primary beneficiary does not have a material effect on sales, net income, or on our financial position for the fiscal periods presented.
Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Results of operations and cash flows in foreign currencies are translated into U.S. dollars using the average exchange rate over the course of the year. The effect of exchange rate fluctuations on the translation of assets and liabilities is included as a component of shareholder's equity in accumulated other comprehensive income (loss) and included in other comprehensive income (loss) for each period. Gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in selling, general and administrative expenses as incurred. We recorded net losses on foreign currency transactions of $3.3 million and $4.0 million in 2015 and 2014, respectively, and net gains of $0.2 million, $0.3 million and $1.1 million in the three months ended December 29, 2013, the five months ended September 26, 2013 and the twelve months ended April 28, 2013, respectively.
Our Polish operations have different fiscal period end dates. As such, we have elected to consolidate the results of these operations on a one-month lag. We do not believe the impact of reporting the results of these entities on a one-month lag is material to the consolidated financial statements.
The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the U.S., which require us to make estimates and use assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
78
Cash and Cash Equivalents
We consider all highly liquid investments with original maturities of 90 days or less to be cash equivalents. The majority of our cash is concentrated in demand deposit accounts or money market funds. The carrying value of cash equivalents approximates market value.
Accounts Receivable
Accounts receivable are recorded net of the allowance for doubtful accounts. We regularly evaluate the collectibility of our accounts receivable based on a variety of factors, including the length of time the receivables are past due, the financial health of the customer and historical experience. Based on our evaluation, we record reserves to reduce the related receivables to amounts we reasonably believe are collectible. Our reserve for uncollectible accounts receivable was $6.6 million and $7.5 million as of January 3, 2016 and December 28, 2014, respectively.
Inventories
Inventories consist of the following:
January 3, 2016 | December 28, 2014 | |||||||
(in millions) | ||||||||
Fresh and packaged meats | $ | 885.2 | $ | 961.9 | ||||
Livestock | 882.3 | 928.1 | ||||||
Grains | 204.5 | 191.6 | ||||||
Manufacturing supplies | 80.3 | 79.8 | ||||||
Other | 47.4 | 45.4 | ||||||
Total inventories | $ | 2,099.7 | $ | 2,206.8 | ||||
Livestock are valued at the lower of the average cost of production or market and further adjusted for changes in the fair value of livestock that are hedged. Costs include feed, medications, contract grower fees and other production expenses. Fresh and packaged meats are valued based on USDA and other market prices and adjusted for the cost of further processing. Costs for fresh and packaged meats include meat, labor, supplies and overhead. Average costing is primarily utilized to account for fresh and packaged meats and grains. Manufacturing supplies principally consist of ingredients and packaging materials.
Derivative Financial Instruments and Hedging Activities
See Note 4—Derivative Financial Instruments for our policy.
Property, Plant and Equipment, Net
Property, plant and equipment is generally stated at historical cost and depreciated on a straight-line basis over the estimated useful lives of the assets. Assets held under capital leases are classified in property, plant and equipment, net and depreciated over the lease term. The depreciation of assets held under capital leases is included in depreciation expense. The cost of assets held under capital leases was $30.0 million and $28.5 million at January 3, 2016 and December 28, 2014, respectively. The assets held under capital leases had accumulated depreciation of $2.4 million and $1.2 million at January 3, 2016 and December 28, 2014, respectively. Depreciation expense is included in either cost of sales or selling, general and administrative (SG&A) expenses, as appropriate. Depreciation expense totaled $226.8 million, $223.7 million, $53.7 million, $104.8 million and $235.3 million in 2015, 2014, the three months ended December 29, 2013, the five months ended September 26, 2013 and the twelve months ended April 28, 2013, respectively.
During the construction period of significant assets, the associated interest costs are capitalized. Total interest capitalized was $0.5 million, $1.1 million, $0.4 million, $0.7 million and $4.8 million in 2015, 2014, the three months ended December 29, 2013, the five months ended September 26, 2013 and the twelve months ended April 28, 2013, respectively.
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Property, plant and equipment, net, consists of the following:
Useful Life | January 3, 2016 | December 28, 2014 | |||||||||
(in Years) | (in millions) | ||||||||||
Land and improvements | 0-20 | $ | 549.1 | $ | 546.4 | ||||||
Buildings and improvements | 20-40 | 924.8 | 866.1 | ||||||||
Machinery and equipment | 5-25 | 1,337.1 | 1,125.5 | ||||||||
Breeding stock | 2 | 191.1 | 193.0 | ||||||||
Computer hardware and software | 3-5 | 44.3 | 34.3 | ||||||||
Other | 3-10 | 72.8 | 67.2 | ||||||||
Construction in progress | 242.6 | 191.2 | |||||||||
3,361.8 | 3,023.7 | ||||||||||
Accumulated depreciation | (494.5 | ) | (270.3 | ) | |||||||
Property, plant and equipment, net | $ | 2,867.3 | $ | 2,753.4 | |||||||
Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. Intangible assets with finite lives are amortized over their estimated useful lives. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to future cash flows.
Goodwill and indefinite-lived intangible assets are tested for impairment annually in the fourth quarter, or sooner if impairment indicators arise. In the evaluation of goodwill for impairment, we may perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is not, no further analysis is required. If it is, a prescribed two-step goodwill impairment test is performed to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized for that reporting unit, if any.
The first step in the two-step impairment test is to identify if a potential impairment exists by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit is estimated by applying valuation multiples and/or estimating future discounted cash flows. The selection of multiples is dependent upon assumptions regarding future levels of operating performance as well as business trends and prospects, and industry, market and economic conditions. When estimating future discounted cash flows, we consider the assumptions that hypothetical marketplace participants would use in estimating future cash flows. In addition, where applicable, an appropriate discount rate is used, based on an industry-wide average cost of capital or location-specific economic factors. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to have a potential impairment and the second step of the impairment test is not necessary. However, if the carrying amount of a reporting unit exceeds its fair value, the second step is performed to determine if goodwill is impaired and to measure the amount of impairment loss to recognize, if any.
The second step compares the implied fair value of goodwill with the carrying amount of goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination (i.e., the fair value of the reporting unit is allocated to all the assets and liabilities, including any unrecognized intangible assets, as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit). If the implied fair value of goodwill exceeds the carrying amount, goodwill is not considered impaired. However, if the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal to that excess.
Based on the results of our annual goodwill impairment tests, as of our testing date, no impairment indicators were noted for all the periods presented.
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Intangible assets consist of the following:
Useful Life | January 3, 2016 | December 28, 2014 | ||||||||
(in Years) | (in millions) | |||||||||
Amortized intangible assets: | ||||||||||
Customer relations assets | 14-16 | $ | 54.0 | $ | 54.4 | |||||
Patents, rights and leasehold interests | 5-25 | 3.0 | 3.0 | |||||||
Contractual relationships | 17-22 | 40.0 | 40.0 | |||||||
Accumulated amortization | (14.7 | ) | (8.2 | ) | ||||||
Amortized intangible assets, net | 82.3 | 89.2 | ||||||||
Non-amortized intangible assets: | ||||||||||
Trademarks | Indefinite | 1,283.4 | 1,291.7 | |||||||
Intangible assets, net | $ | 1,365.7 | $ | 1,380.9 | ||||||
The fair values of trademarks are calculated using a royalty rate method. Assumptions about royalty rates are based on the rates at which similar brands and trademarks are licensed in the marketplace. If the carrying value of our indefinite-lived intangible assets exceeds their fair value, an impairment loss is recognized in an amount equal to that excess. Intangible assets with finite lives are reviewed for recoverability when indicators of impairment are present using estimated future undiscounted cash flows related to those assets. We have determined that no impairments of our intangible assets existed for any of the periods presented.
Amortization expense for intangible assets was $7.0 million, $6.8 million, $1.7 million, $1.7 million and $3.1 million in 2015, 2014, the three months ended December 29, 2013, the five months ended September 26, 2013 and the twelve months ended April 28, 2013, respectively. As of January 3, 2016, the estimated amortization expense associated with our intangible assets for each of the next five years is expected to be $7.0 million.
Investments
See Note 5—Investments for our policy.
Debt Issuance Costs, Premiums and Discounts
Debt issuance costs, premiums and discounts are amortized into interest expense over the terms of the related loan agreements using the effective interest method or other methods which approximate the effective interest method.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to amounts more likely than not to be realized.
The determination of our provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items.
We record unrecognized tax benefit liabilities for known or anticipated tax issues based on our analysis of whether, and the extent to which, additional taxes will be due. We accrue interest and penalties related to unrecognized tax benefits in other liabilities and recognize the related expense in income tax expense.
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Pension Accounting
We recognize the funded status of our defined benefit pension plans in the consolidated balance sheets. We measure our pension and other postretirement benefit plan obligations and related plan assets as of the month-end that is closest to our year-end. The measurement of our pension obligations and related costs is dependent on the use of assumptions and estimates. These assumptions include discount rates, salary growth, mortality rates and expected returns on plan assets. Changes in assumptions and future investment returns could potentially have a material impact on our expenses and related funding requirements.
We also recognize in other comprehensive income (loss), the net of tax results of the gains or losses and prior service costs or credits that arise during the period but are not recognized in net periodic benefit cost. These amounts are adjusted out of accumulated other comprehensive income (loss) as they are subsequently recognized as components of net periodic benefit cost.
Self-Insurance Programs
We are self-insured for certain levels of general and vehicle liability, property, workers’ compensation, product recall and health care coverage. The cost of these self-insurance programs is accrued based upon estimated settlements for known and anticipated claims. Any resulting adjustments to previously recorded reserves are reflected in current period earnings.
Contingent Liabilities
We are subject to lawsuits, investigations and other claims related to the operation of our farms, labor, livestock procurement, securities, environmental, product, taxing authorities and other matters, and are required to assess the likelihood of any adverse judgments or outcomes to these matters, as well as potential ranges of probable losses and fees.
A determination of the amount of accruals and disclosures required, if any, for these contingencies is made after considerable analysis of each individual issue. We accrue for contingent liabilities when an assessment of the risk of loss is probable and can be reasonably estimated. We disclose contingent liabilities when the risk of material loss is at least reasonably possible or probable.
Our contingent liabilities contain uncertainties because the eventual outcome will result from future events. Our determination of accruals and any reasonably possible losses in excess of those accruals require estimates and judgments related to future changes in facts and circumstances, interpretations of the law, the amount of damages or fees, and the effectiveness of strategies or other factors beyond our control. If actual results are not consistent with our estimates or assumptions, we may be exposed to gains or losses that could be material.
Revenue Recognition
We recognize revenues from product sales upon delivery to customers or when title passes. Revenue is recorded at the invoice price for each product net of estimated returns and sales incentives provided to customers. Sales incentives include various rebate and trade allowance programs with our customers, primarily discounts and rebates based on achievement of specified volume or growth in volume levels.
Advertising and Promotional Costs
Advertising and promotional costs are expensed as incurred except for certain production costs, which are expensed upon the first airing of the advertisement. Promotional sponsorship costs are expensed as the promotional events occur. Advertising costs totaled $211.4 million, $165.8 million, $48.0 million, $63.5 million and $143.1 million in 2015, 2014, the three months ended December 29, 2013, the five months ended September 26, 2013 and the twelve months ended April 28, 2013, respectively, and are included in SG&A.
Shipping and Handling Costs
Shipping and handling costs are reported as a component of cost of sales.
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Research and Development Costs
Research and development costs are expensed as incurred. Research and development costs totaled $78.5 million, $75.3 million, $23.2 million, $31.9 million and $80.9 million in 2015, 2014, the three months ended December 29, 2013, the five months ended September 26, 2013 and the twelve months ended April 28, 2013, respectively.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) and International Accounting Standards Board (IASB) issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09). The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU applies to all contracts with customers, except those that are within the scope of other topics in the FASB Accounting Standards Codification. Compared with current U.S. GAAP, the ASU also requires significantly expanded disclosures about revenue recognition. In August 2015, the FASB issued Accounting Standards Update 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (ASU 2015-14) which defers the effective date by one year to fiscal year and interim periods within those years beginning after December 15, 2017. Early adoption is permitted as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within those annual periods. The guidance is not currently effective for us and has not been applied in this Form 10-K. We are currently in the process of evaluating the potential impact of future adoption but at this time do not anticipate it will have a material impact on our consolidated financial statements.
In April 2015, the FASB issued Accounting Standards Update 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). The standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction of the carrying amount of that debt liability, consistent with debt discounts. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015 with early adoption permitted. We elected to early adopt this new guidance effective for the first quarter of 2015 and have applied the changes retrospectively to all periods presented. As a result, debt issuance costs of approximately $11.3 million and $16.1 million are presented in long-term debt and capital lease obligations in the consolidated condensed balance sheets as of January 3, 2016 and December 28, 2014, respectively.
In April 2015, the FASB issued ASU 2015-04, Compensation – Retirement Benefits (Topic 715) (ASU 2015-04). For an entity with a fiscal year-end that does not coincide with a month-end, ASU 2015-4 provides a practical expedient that permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end. The practical expedient must be applied consistently from year to year and applied consistently to all plans. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015 with early adoption permitted. We elected to early adopt this new guidance for 2015. The new guidance does not have a material impact on our consolidated financial statements.
In May 2015, the FASB issued Accounting Standards Update 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (ASU 2015-07). The standard removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015 with early adoption permitted. We elected to early adopt this new guidance for 2015. The changes resulting from the adoption of ASU 2015-07, including revising the prior year presentation, are reflected within Note 12, Fair Value Measurements.
In July 2015, the FASB issued Accounting Standards Update 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (ASU 2015-11). Topic 330 currently requires an entity to measure inventory at the lower of cost or market, with market value represented by replacement cost, net realizable value or net realizable value less a normal profit margin. ASU 2015-11 requires an entity to measure inventory at the lower of cost or net realizable value. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2016 with early adoption permitted. We elected to early adopt this new guidance for 2015. The new guidance does not have a material impact on our consolidated financial statements.
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In November 2015, the FASB issued Accounting Standards Update 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (ASU 2015-17). The standard requires that deferred income tax liabilities and assets be classified as noncurrent in the balance sheet and eliminates prior guidance which required an entity to separate deferred tax liabilities and assets into a current amount and noncurrent amount in the balance sheet based on the classification of the related asset or liability. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2016 with early adoption permitted. We elected to early adopt this new guidance on a prospective basis and have applied the changes to all deferred tax liabilities and assets and to the consolidated condensed balance sheet as of January 3, 2016. We did not retrospectively apply the changes to prior periods.
NOTE 2: | MERGER AND ACQUISITIONS |
WH Group Merger
On May 28, 2013, we entered into the Merger Agreement with WH Group and Merger Sub. The Merger was consummated on the Merger Date, and as a result, Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of WH Group. Upon completion of the Merger, all outstanding shares of Smithfield were cancelled and the Company's shareholders received $34.00 in cash (the Merger Consideration) for each share of common stock held prior to the effective time of the Merger. Additionally, all outstanding stock-based compensation awards, both vested and unvested, were converted into the right to receive the Merger Consideration, less the exercise price of such awards, if any. The total consideration paid in connection with the Merger was approximately $4.9 billion.
On July 31, 2013, Merger Sub issued $500.0 million aggregate principal amount of 5.25% senior notes due August 1, 2018 and $400.0 million aggregate principal amount of 5.875% senior notes due August 1, 2021 (together, the Merger Sub Notes). Merger Sub incurred $20.4 million in transaction fees in connection with issuance of the Merger Sub Notes, which are being amortized over the life of the Merger Sub Notes. As a result of the Merger and the transactions entered into in connection therewith, we have assumed the liabilities and obligations of Merger Sub, including Merger Sub's obligations under the Merger Sub Notes. Proceeds from the Merger Sub Notes were held in escrow prior to the Merger Date and used in funding the Merger. The proceeds were used to fund a portion of the total consideration paid, repay certain outstanding debt of the Company and pay certain transaction fees associated with the Merger.
WH Group is the majority shareholder of Henan Shuanghui Investment & Development Co., which is China's largest meat processing enterprise and China's largest publicly traded meat products company as measured by market capitalization. WH Group is a pioneer in the Chinese meat processing industry with over 30 years of history. WH Group's businesses include hog production, meat processing, fresh meat and packaged meats production and distribution. The merging of WH Group's distribution network with our strong management team, leading brands and vertically integrated model will allow us to provide high-quality, competitively priced and safe U.S. meat products to consumers in markets around the world.
WH Group's cost of acquiring the Company has been pushed-down to establish a new accounting basis for the Company. The consolidated balance sheets, as of January 3, 2016 and December 28, 2014, reflect various fair value estimates and analyses, including work performed by third-party valuation specialists. This work was finalized during the third quarter of 2014 with no material adjustments.
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The following is a summary of the allocation of the total purchase consideration to the estimated fair values of our assets acquired, liabilities assumed and noncontrolling interests by WH Group in the transaction:
(in millions) | ||||
Cash and cash equivalents | $ | 250.5 | ||
Accounts receivable | 764.6 | |||
Inventories | 2,504.7 | |||
Prepaid expenses and other current assets | 214.2 | |||
Property, plant and equipment | 2,719.2 | |||
Goodwill | 1,631.5 | |||
Investments | 479.1 | |||
Intangible assets | 1,403.0 | |||
Other assets | 171.7 | |||
Assets acquired by WH Group | 10,138.5 | |||
Current portion of long-term debt and capital lease obligations | 239.1 | |||
Accounts payable | 535.3 | |||
Accrued expenses and other current liabilities | 590.8 | |||
Long-term debt and capital lease obligations | 2,509.1 | |||
Net long-term pension liability | 522.8 | |||
Deferred income taxes, net | 664.4 | |||
Other liabilities | 125.8 | |||
Liabilities assumed by WH Group | 5,187.3 | |||
Redeemable noncontrolling interests and noncontrolling interests | 48.2 | |||
Total purchase consideration | $ | 4,903.0 | ||
Accounts receivable and accounts payable, as well as certain other current and non-current assets and liabilities, were valued at their existing carrying values as they approximated fair value of those items at the time of the Merger, based on management's judgments and estimates.
Inventories were valued using a net realizable value approach with the exception of manufacturing supplies and other inventories, which were valued using the replacement cost approach.
Property, plant and equipment have been valued using a combination of the market approach and the indirect cost approach which is based on current replacement and/or reproduction cost of the asset as new, less depreciation attributable to physical, functional and economic factors.
Intangible assets acquired include trademarks, customer relations assets, contractual relationships and rights with fair values of $1.3 billion, $55.0 million, $40.0 million and $3.0 million, respectively. The customer relations assets, contractual relationships and rights will be amortized over useful lives of 14 years, 17 years and 12 years, respectively. The trademarks are not subject to amortization.
Trademarks, including trade names, have been valued using the relief from royalty method. We utilized a bottoms-up approach to assess the appropriate royalty rates for trade names focused on consideration of the profitability of each trade name, the implied premium margin earned on branded versus private label sales of similar products for each trade name, market studies and third-party comparable licensing agreements.
Customer relations assets were determined using the multi-period excess earnings methodology utilizing our forecasted metrics and/or a market participant distributor model. Contractual relationships were valued based on the time and associated costs that would be required to recreate the existing relationships in addition to the lost profits over this time period using the avoided costs or lost profits method. Rights were also valued using an avoided costs or lost profits method.
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The benefit obligation for both our qualified and non-qualified defined benefit pension plans was remeasured as of the Merger Date with the assistance of an independent third-party actuary.
Existing long-term debt assumed in the Merger was fair valued based on quoted market prices. Long-term debt assumed included our outstanding 6.625% senior unsecured notes due August 2022 (the 2022 Notes) and our outstanding 7.75% senior unsecured notes due July 2017 (the 2017 Notes).
Deferred income tax assets and liabilities as of the Merger Date represent the expected future tax consequences of temporary differences between the fair values of the assets acquired and the liabilities assumed as a result of the Merger and their tax basis.
Goodwill reflects the amount of the total consideration paid that exceeded the fair value of the identifiable assets acquired, liabilities assumed and noncontrolling interests. Goodwill recognized as a result of the Merger and is not deductible for tax purposes. See Note 15—Reportable Segments for the allocation of goodwill to our reportable segments.
In connection with the Merger, we incurred $23.9 million and $18.0 million of professional fees during the three months ended December 29, 2013 and the five months ended September 26, 2013, respectively. These fees are recognized in merger related costs on the consolidated statements of income. In addition, Merger Sub deferred $17.3 million of debt issuance costs for a financing arrangement. We recognized these deferred costs in interest expense during the three months ended December 29, 2013 upon termination of the financing arrangement following the Merger. All of these charges are reflected in the results of our Corporate segment.
The following unaudited pro forma financial data summarizes the Company's results of operations as if the Merger had occurred as of April 30, 2012. The pro forma data is for informational purposes only and may not necessarily reflect the actual results of operations had the Merger been consummated on April 30, 2012.
Eight Months Ended | Twelve Months Ended | |||||||
December 29, 2013 | April 28, 2013 | |||||||
(in millions and unaudited) | ||||||||
Sales | $ | 9,573.7 | $ | 13,221.1 | ||||
Net income | 192.9 | 219.6 | ||||||
The most significant pro forma adjustments were to reflect the impact of fair value step-ups of both assets and liabilities (e.g., inventory, property, plant and equipment, long-term debt) and fees and expenses related to the Merger noted above.
Kansas City Sausage, LLC
In May 2013, we acquired a 50% interest in Kansas City Sausage Company, LLC (KCS), for $36.0 million in cash. Upon closing, in addition to the cash purchase price, we advanced $10.0 million to the seller in exchange for a promissory note, which is secured by the remaining membership interests in KCS held by the seller (the Advance Note). The Advance Note was recorded in other assets in the consolidated balance. Additionally, we entered into a revolving loan agreement with KCS, under which we agreed to make loans from time to time up to an aggregate principal amount of $20.0 million. The aggregate amount of any obligations incurred under the revolving loan agreement is secured by a first priority security interest in all of the assets of KCS.
KCS is a leading U.S. sausage producer and sow processor with annual revenues exceeding $275.0 million in 2015. The merging of KCS's low-cost, efficient operations and high-quality products with our strong brands and sales and marketing team should contribute growth to our packaged meats business. KCS operates in Des Moines, Iowa and Kansas City, Missouri. In Des Moines, KCS produces premium raw materials for sausage, as well as value-added products, including boneless hams and hides.
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KCS is managed by its Board of Directors, which makes decisions that most significantly impact the economic performance of KCS. We have the right to nominate and elect the majority of the members of the Board of Directors of KCS, and based on the associated voting rights, we have determined that we have a controlling financial interest in KCS. As a result, the acquisition of our interest in KCS was accounted for in the Fresh Pork and Packaged Meats segments using the acquisition method of accounting, which requires, among other things, that assets acquired, liabilities assumed and noncontrolling interests in the acquiree be recognized at their fair values as of the acquisition date. The purchase price allocation includes assets acquired, excluding goodwill, of $39.2 million, liabilities assumed of $10.7 million, goodwill of $43.5 million and redeemable noncontrolling interests of $36.0 million.
Our initial estimate of the fair value of the noncontrolling interests was measured based on market multiples for similar companies in our industry and consideration of the terms of the acquisition, which provide the noncontrolling interest holders the right to exercise a put option at any time after the seventh anniversary of the acquisition, which would obligate us to redeem their interest. The noncontrolling interests are classified in redeemable noncontrolling interests in the consolidated condensed balance sheet. The redemption amount is the greater of $55.0 million or the result of a computed amount based on a fixed multiple of earnings. We have elected to accrete changes in the redemption amount of the noncontrolling interest over the seven year period until it becomes redeemable. If the noncontrolling interests had been redeemable as of January 3, 2016, the redemption amount would have been $55.0 million.
American Skin Food Group, LLC
In September 2012, we acquired a 70% controlling interest in American Skin Food Group, LLC (American Skin) for $24.2 million in cash.
Located in Burgaw, North Carolina, American Skin manufactures and supplies pork rinds to the snack food industry. By leveraging our coordinated sales and marketing team, we believe American Skin can expand into new markets both domestically and internationally, which could substantially increase current sales of approximately $25.0 million and net income of approximately $3.0 million annually over the next five to seven years with minimal additional plant investment.
The acquisition of American Skin was accounted for in the Packaged Meats segment using the acquisition method of accounting. The purchase price allocation includes assets acquired, excluding goodwill, of $18.7 million, liabilities assumed of $0.5 million, goodwill of $16.4 million and noncontrolling interests of $10.4 million.
Goodwill was recognized to reflect the amount of the enterprise fair value that exceeded the fair value of the identifiable assets acquired and liabilities assumed. The amount of goodwill that is expected to be deductible for tax purposes is $10.5 million.
The fair value of the noncontrolling interests was measured based on market multiples for similar public companies and consideration of the terms of the acquisition, which provide the noncontrolling interests holders the right to exercise a put option, which would obligate us to redeem their interests. The redemption amount is based on a fixed multiple of earnings, which is consistent with the formula utilized in determining the purchase price for our 70% interest.
NOTE 3: DISPOSAL OF ASSETS
In 2015, we sold our product label printing business in Kansas City for $1.65 million cash plus contingent consideration, which we valued at $11.9 million, and recognized a gain of $12.0 million in SG&A, reflected in the Packaged Meats segment.
NOTE 4: DERIVATIVE FINANCIAL INSTRUMENTS
Our meat processing and hog production operations use various raw materials, primarily live hogs, corn and soybean meal, which are actively traded on commodity exchanges. We hedge these commodities when we determine conditions are appropriate to mitigate price risk. While this hedging may limit our ability to participate in gains from favorable commodity fluctuations, it also tends to reduce the risk of loss from adverse changes in raw material prices. We attempt to closely match the commodity contract terms with the hedged item. We also periodically enter into interest rate swaps to hedge exposure to changes in interest rates on certain financial instruments and foreign exchange forward contracts to hedge certain exposures to fluctuating foreign currency rates.
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We record all derivatives in the balance sheet as either assets or liabilities at fair value. Accounting for changes in the fair value of a derivative depends on whether it qualifies and has been designated as part of a hedging relationship. For derivatives that qualify and have been designated as hedges for accounting purposes, changes in fair value have no net impact on earnings, to the extent the derivative is considered perfectly effective in achieving offsetting changes in fair value or cash flows attributable to the risk being hedged, until the hedged item is recognized in earnings (commonly referred to as the “hedge accounting” method). For derivatives that do not qualify or are not designated as hedging instruments for accounting purposes, changes in fair value are recorded in current period earnings (commonly referred to as the “mark-to-market” method). We may elect either method of accounting for our derivative portfolio, assuming all the necessary requirements are met. We have in the past availed ourselves of either acceptable method and expect to do so in the future. We believe all of our derivative instruments represent economic hedges against changes in prices and rates, regardless of their designation for accounting purposes.
Changes in commodity prices could have a significant impact on cash deposit requirements under our broker and counter-party agreements. Additionally, certain of our derivative contracts contain credit risk related contingent features, which would require us to post additional cash collateral to cover net losses on open derivative instruments if our credit rating was downgraded. As of January 3, 2016, the net liability position of our open derivative instruments that are subject to credit risk related contingent features was not material.
We are exposed to losses in the event of nonperformance or nonpayment by counter-parties under financial instruments. Although our counter-parties primarily consist of financial institutions that are investment grade, there is still a possibility that one or more of these companies could default. However, a majority of our financial instruments are exchange traded futures contracts held with brokers and counter-parties with whom we maintain margin accounts that are settled on a daily basis, thereby limiting our credit exposure to non-exchange traded derivatives. Determination of the credit quality of our counter-parties is based upon a number of factors, including credit ratings and our evaluation of their financial condition. As of January 3, 2016, we had no significant credit exposure on non-exchange traded derivative contracts. No significant concentrations of credit risk existed as of January 3, 2016.
The size and mix of our derivative portfolio varies from time to time based upon our analysis of current and future market conditions. All derivative contracts are recorded in prepaid expenses and other current assets or accrued expenses and other current liabilities within the consolidated balance sheets, as appropriate.
The following table presents the fair values of our open derivative financial instruments on a gross basis:
Assets | Liabilities | |||||||||||||
January 3, 2016 | December 28, 2014 | January 3, 2016 | December 28, 2014 | |||||||||||
(in millions) | (in millions) | |||||||||||||
Derivatives using the "hedge accounting" method: | ||||||||||||||
Grain contracts | $ | 1.1 | $ | 4.8 | $ | 32.3 | $ | 24.8 | ||||||
Livestock contracts | 11.3 | 60.7 | — | — | ||||||||||
Interest rate swaps | — | — | 0.2 | 0.1 | ||||||||||
Foreign exchange contracts | — | — | 1.2 | 0.2 | ||||||||||
Total | 12.4 | 65.5 | 33.7 | 25.1 | ||||||||||
Derivatives using the "mark-to-market" method: | ||||||||||||||
Grain contracts | 4.2 | 1.1 | 1.0 | 8.5 | ||||||||||
Livestock contracts | 8.3 | 5.9 | 0.8 | 8.6 | ||||||||||
Energy contracts | — | — | 15.7 | 10.1 | ||||||||||
Foreign exchange contracts | 0.4 | 0.7 | 0.3 | 0.1 | ||||||||||
Total | 12.9 | 7.7 | 17.8 | 27.3 | ||||||||||
Total fair value of derivative instruments | $ | 25.3 | $ | 73.2 | $ | 51.5 | $ | 52.4 | ||||||
The majority of our derivatives are exchange traded futures contracts held with brokers, subject to netting arrangements that are enforceable during the ordinary course of business. Additionally, we have a smaller portfolio of over-the-counter derivatives that are held by counterparties under netting arrangements found in typical master netting agreements. These agreements legally allow for net settlement in the event of bankruptcy. We offset the fair values of derivative assets and liabilities, along with the related cash collateral, that are executed with the same counterparty under these arrangements in the consolidated balance sheet.
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The following tables reconcile the gross amounts of derivative assets and liabilities to the net amounts presented in our consolidated balance sheets and the related effects of cash collateral under netting arrangements that provide a legal right of offset of assets and liabilities:
January 3, 2016 | ||||||||||||||||||||
Gross Amount of Derivative Assets/ Liabilities | Netting of Derivative Assets/Liabilities | Net Derivative Assets/Liabilities | Netting of Derivative Assets/Liabilities and Cash Collateral | Net Amount Presented in the Consolidated Balance Sheet | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Commodities | $ | 24.9 | $ | (14.1 | ) | $ | 10.8 | $ | 16.1 | $ | 26.9 | |||||||||
Foreign exchange contracts | 0.4 | (0.4 | ) | — | — | — | ||||||||||||||
Total | $ | 25.3 | $ | (14.5 | ) | $ | 10.8 | $ | 16.1 | $ | 26.9 | |||||||||
Liabilities: | ||||||||||||||||||||
Commodities | 49.8 | (14.1 | ) | 35.7 | (26.9 | ) | 8.8 | |||||||||||||
Interest rate swaps | 0.2 | — | 0.2 | — | 0.2 | |||||||||||||||
Foreign exchange contracts | 1.5 | (0.4 | ) | 1.1 | — | 1.1 | ||||||||||||||
Total | $ | 51.5 | $ | (14.5 | ) | $ | 37.0 | $ | (26.9 | ) | $ | 10.1 | ||||||||
December 28, 2014 | ||||||||||||||||||||
Gross Amount of Derivative Assets/ Liabilities | Netting of Derivative Assets/Liabilities | Net Derivative Assets/Liabilities | Netting of Derivative Assets/Liabilities and Cash Collateral | Net Amount Presented in the Consolidated Balance Sheet | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Commodities | $ | 72.5 | $ | (14.6 | ) | $ | 57.9 | $ | (12.3 | ) | $ | 45.6 | ||||||||
Foreign exchange contracts | 0.7 | (0.3 | ) | 0.4 | — | 0.4 | ||||||||||||||
Total | $ | 73.2 | $ | (14.9 | ) | $ | 58.3 | $ | (12.3 | ) | $ | 46.0 | ||||||||
Liabilities: | ||||||||||||||||||||
Commodities | 52.0 | (14.6 | ) | 37.4 | (32.3 | ) | 5.1 | |||||||||||||
Interest rate swaps | 0.1 | — | 0.1 | — | 0.1 | |||||||||||||||
Foreign exchange contracts | 0.3 | (0.3 | ) | — | — | — | ||||||||||||||
Total | $ | 52.4 | $ | (14.9 | ) | $ | 37.5 | $ | (32.3 | ) | $ | 5.2 | ||||||||
See Note 12—Fair Value Measurements for additional information about the fair value of our derivatives.
Hedge Accounting Method
Cash Flow Hedges
We enter into derivative instruments, such as futures, swaps and options contracts, to manage our exposure to the variability in expected future cash flows attributable to commodity price risk associated with the forecasted sale of live hogs and fresh pork, and the forecasted purchase of corn, wheat and soybean meal. In addition, we enter into interest rate swaps to manage our exposure to changes in interest rates associated with our variable interest rate debt, and we enter into foreign exchange contracts to manage our exposure to the variability in expected future cash flows attributable to changes in foreign exchange rates associated with the forecasted purchase or sale of assets denominated in foreign currencies. As of January 3, 2016, we had no cash flow hedges for forecasted transactions beyond November 2019.
When cash flow hedge accounting is applied, derivative gains or losses are recognized as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transactions affect earnings. The ineffective portion of derivative gains and losses is recognized as part of current period earnings. Derivative gains and losses, when reclassified into earnings, are recorded in cost of sales for grain contracts, sales for lean hog contracts, interest expense for interest rate swaps and sales and SG&A expenses for foreign exchange contracts. Gains and losses on derivatives designed to hedge price risk associated with fresh pork sales are recorded in the Hog Production segment.
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During 2015, the range of notional volumes associated with open derivative instruments designated in cash flow hedging relationships was as follows:
Minimum | Maximum | Metric | ||||||
Commodities: | ||||||||
Corn | 56,855,000 | 81,685,000 | Bushels | |||||
Soybean meal | 433,800 | 730,300 | Tons | |||||
Lean hogs | — | 1,006,440,000 | Pounds | |||||
Interest rate | 17,360,681 | 19,493,720 | U.S. Dollars | |||||
Foreign currency (1) | 16,252,933 | 53,993,260 | U.S. Dollars | |||||
(1) | Amounts represent the U.S. dollar equivalent of various foreign currency contracts. |
The following tables present the effects on our consolidated financial statements of pre-tax gains and losses on derivative instruments designated in cash flow hedging relationships for the periods indicated:
Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivative (Effective Portion) | Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Earnings (Effective Portion) | Gain (Loss) Recognized in Earnings on Derivative (Ineffective Portion) | ||||||||||||||||||||||||||||||||||
Successor | Successor | Successor | ||||||||||||||||||||||||||||||||||
Twelve Months Ended | Twelve Months Ended | Twelve Months Ended | ||||||||||||||||||||||||||||||||||
January 3, 2016 | December 28, 2014 | September 27 - December 29, 2013 | January 3, 2016 | December 28, 2014 | September 27 - December 29, 2013 | January 3, 2016 | December 28, 2014 | September 27 - December 29, 2013 | ||||||||||||||||||||||||||||
(in millions) | (in millions) | (in millions) | ||||||||||||||||||||||||||||||||||
Commodity contracts: | ||||||||||||||||||||||||||||||||||||
Grain contracts | $ | (73.8 | ) | $ | (28.9 | ) | $ | (8.9 | ) | $ | (71.1 | ) | $ | 1.7 | $ | (0.9 | ) | $ | (5.1 | ) | $ | (3.8 | ) | $ | (3.7 | ) | ||||||||||
Lean hog contracts | 186.1 | (137.0 | ) | 3.1 | 258.2 | (218.7 | ) | 3.0 | 7.3 | (6.4 | ) | — | ||||||||||||||||||||||||
Interest rate swaps | (0.3 | ) | (0.1 | ) | — | — | — | — | — | — | — | |||||||||||||||||||||||||
Foreign exchange contracts | (3.3 | ) | (0.3 | ) | 3.5 | (2.3 | ) | 2.9 | 0.3 | — | — | — | ||||||||||||||||||||||||
Total | $ | 108.7 | $ | (166.3 | ) | $ | (2.3 | ) | $ | 184.8 | $ | (214.1 | ) | $ | 2.4 | $ | 2.2 | $ | (10.2 | ) | $ | (3.7 | ) | |||||||||||||
Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivative (Effective Portion) | Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Earnings (Effective Portion) | Gain (Loss) Recognized in Earnings on Derivative (Ineffective Portion) | |||||||||||||||||||||||||
Predecessor | Predecessor | Predecessor | |||||||||||||||||||||||||
Twelve Months Ended | Twelve Months Ended | Twelve Months Ended | |||||||||||||||||||||||||
April 29 - September 26, 2013 | April 28, 2013 | April 29 - September 26, 2013 | April 28, 2013 | April 29 - September 26, 2013 | April 28, 2013 | ||||||||||||||||||||||
Commodity contracts: | |||||||||||||||||||||||||||
Grain contracts | $ | 3.1 | $ | 39.1 | $ | 23.6 | $ | 108.4 | $ | 1.3 | $ | — | |||||||||||||||
Lean hog contracts | (29.3 | ) | 13.6 | 5.9 | 54.9 | (0.8 | ) | 0.4 | |||||||||||||||||||
Interest rate swaps | — | — | — | — | — | — | |||||||||||||||||||||
Foreign exchange contracts | (0.4 | ) | 0.4 | (0.3 | ) | 2.1 | — | — | |||||||||||||||||||
Total | $ | (26.6 | ) | $ | 53.1 | $ | 29.2 | $ | 165.4 | $ | 0.5 | $ | 0.4 | ||||||||||||||
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For the periods presented, foreign exchange contracts were determined to be highly effective. We have excluded from the assessment of effectiveness differences between spot and forward rates, which we have determined to be immaterial.
As of January 3, 2016, there were deferred net losses of $20.4 million, net of tax of $12.4 million, in accumulated other comprehensive income (loss). We expect to reclassify $10.1 million ($6.2 million net of tax) of the deferred net losses on closed commodity contracts into earnings in 2016. We are unable to estimate the amount of unrealized gains or losses to be reclassified into earnings in 2016 related to open contracts as their values are subject to change.
Fair Value Hedges
We enter into derivative instruments (primarily futures contracts) that are designed to hedge changes in the fair value of live hog inventories and firm commitments to buy grains. When fair value hedge accounting is applied, derivative gains and losses are recognized in earnings currently along with the change in fair value of the hedged item attributable to the risk being hedged. The gains or losses on the derivative instruments and the offsetting losses or gains on the related hedged items are recorded in cost of sales for commodity contracts.
During 2015, the range of notional volumes associated with open derivative instruments designated in fair value hedging relationships was as follows:
Minimum | Maximum | Metric | ||||||
Commodities: | ||||||||
Corn | 1,825,000 | 11,285,000 | Bushels | |||||
Soybean meal | — | 22,600 | Tons | |||||
The following tables present the effects on our consolidated statements of income of gains and losses on derivative instruments designated in fair value hedging relationships and the related hedged items for the periods indicated:
Gain (Loss) Recognized in Earnings on Derivative | ||||||||||||||||||||
Successor | Predecessor | |||||||||||||||||||
Twelve Months Ended | Twelve Months Ended | |||||||||||||||||||
January 3, 2016 | December 28, 2014 | September 27 - December 29, 2013 | April 29 - September 26, 2013 | April 28, 2013 | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Commodity contracts (1) | $ | 6.8 | $ | 2.4 | $ | — | $ | 0.5 | $ | (12.8 | ) | |||||||||
——————————————
(1) | Includes losses of $7.5 million in the twelve months ended April 28, 2013 representing differences between the spot and futures prices for fair value hedges of hog inventory, which are recorded directly into earnings as they occur. There were no fair value hedges of hog inventory during 2015, 2014, the three months ended December 29, 2013 nor the five months ended September 26, 2013 and, therefore, no differences between spot and futures prices were recognized in those periods. |
Gain (Loss) Recognized in Earnings on Related Hedged Item | ||||||||||||||||||||
Successor | Predecessor | |||||||||||||||||||
Twelve Months Ended | Twelve Months Ended | |||||||||||||||||||
January 3, 2016 | December 28, 2014 | September 27 - December 29, 2013 | April 29 - September 26, 2013 | April 28, 2013 | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Commodity contracts | $ | (6.5 | ) | $ | (2.0 | ) | $ | 0.1 | $ | (0.5 | ) | $ | 5.0 | |||||||
We recognized gains of $2.5 million, $2.8 million and $4.1 million in 2015, 2014 and the five months ended September 26, 2013 and losses of $2.5 million in the twelve months ended April 28, 2013, respectively, on closed commodity derivative contracts as the underlying cash transactions affected earnings.
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Mark-to-Market Method
Derivative instruments that are not designated as a hedge, have been de-designated from a hedging relationship, or do not meet the criteria for hedge accounting are marked-to-market with the unrealized gains and losses together with actual realized gains and losses from closed contracts being recognized in current period earnings. Under the mark-to-market method, gains and losses are recorded in cost of sales for commodity contracts and SG&A for foreign exchange contracts.
During 2015, the range of notional volumes associated with open derivative instruments using the “mark-to-market” method was as follows:
Minimum | Maximum | Metric | ||||||
Commodities: | ||||||||
Lean hogs | 5,910,000 | 266,440,000 | Pounds | |||||
Corn | 3,960,000 | 24,320,000 | Bushels | |||||
Soybean meal | 2,700 | 25,400 | Tons | |||||
Soybeans | 50,000 | 3,125,000 | Bushels | |||||
Wheat | 60,000 | 3,805,000 | Bushels | |||||
Natural gas | 7,460,000 | 11,000,000 | Million BTU | |||||
Heating oil | 2,016,000 | 3,276,000 | Gallons | |||||
Live cattle | — | 15,360,000 | Pounds | |||||
Diesel | 3,948,000 | 7,112,000 | Gallons | |||||
Crude oil | 36,000 | 72,000 | Barrels | |||||
Foreign currency (1) | 4,694,853 | 56,532,851 | U.S. Dollars | |||||
(1) | Amounts represent the U.S. dollar equivalent of various foreign currency contracts. |
The following table presents the amount of gains (losses) recognized in the consolidated statements of income on derivative instruments using the “mark-to-market” method by type of derivative contract for the periods indicated:
Successor | Predecessor | |||||||||||||||||||
Twelve Months Ended | Twelve Months Ended | |||||||||||||||||||
January 3, 2016 | December 28, 2014 | September 27 - December 29, 2013 | April 29 - September 26, 2013 | April 28, 2013 | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Commodity contracts | $ | 8.9 | $ | 2.4 | $ | (5.9 | ) | $ | 8.5 | $ | 42.6 | |||||||||
Foreign exchange contracts | (1.2 | ) | 0.5 | 1.2 | (0.2 | ) | 3.7 | |||||||||||||
Total | $ | 7.7 | $ | 2.9 | $ | (4.7 | ) | $ | 8.3 | $ | 46.3 | |||||||||
The table above reflects gains and losses from both open and closed contracts including, among other things, gains and losses related to contracts designed to hedge price movements that occur entirely within the period presented. The table includes amounts for both realized and unrealized gains and losses. The table is not, therefore, a simple representation of unrealized gains and losses recognized in the income statement during any period presented.
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NOTE 5: INVESTMENTS
Investments consist of the following:
Equity Investment | Segment | % Owned | January 3, 2016 | December 28, 2014 | ||||||||
(in millions) | ||||||||||||
Campofrío Food Group (CFG) | International | 37% | $ | — | $ | 330.0 | ||||||
Mexican joint ventures | International | 50% | 116.6 | 142.8 | ||||||||
All other equity method investments | Various | Various | 25.9 | 25.2 | ||||||||
Total investments | $ | 142.5 | $ | 498.0 | ||||||||
We record our share of earnings and losses from our equity method investments in (income) loss from equity method investments. Some of these results are reported on a one-month lag which, in our opinion, does not materially impact our consolidated financial statements.
In November 2013, Mexican processed meats producer Sigma Alimentos (Sigma) announced its intention to tender for all of CFG’s outstanding shares (CFG Tender Offer). In December 2013, we announced our intention to participate in the CFG Tender Offer by retaining our 37% interest in CFG. In June 2014, we finalized our shareholder agreement with Sigma creating a new entity called Sigma & WH Food Europe, S.L. (Sigma & WH Europe) to hold all shares of CFG owned by Sigma and the Company. At the formation of Sigma & WH Europe, both the Company and Sigma contributed all of our shares of CFG to Sigma & WH Europe in exchange for the same number of shares in Sigma & WH Europe. Effective September 19, 2014, CFG's common stock ceased to trade on the Madrid Exchange.
In June 2015, we sold our entire equity interest in CFG to Alfa S.A.B. de C.V. (Alfa) for $354.0 million in cash. As of the date of the sale, the book value of our investment in CFG was $298.7 million. Additionally, we had $54.6 million of unrealized currency translation losses on our balance sheet related to our investment in CFG.
(Income) loss from equity method investments consists of the following:
Successor | Predecessor | |||||||||||||||||||||
Twelve Months Ended | Twelve Months Ended | |||||||||||||||||||||
Equity Investment | Segment | January 3, 2016 | December 28, 2014 | September 27 - December 29, 2013 | April 29 - September 26, 2013 | April 28, 2013 | ||||||||||||||||
(in millions) | ||||||||||||||||||||||
CFG | International | $ | 4.9 | $ | (11.1 | ) | $ | (0.3 | ) | $ | (0.4 | ) | $ | (4.8 | ) | |||||||
Mexican joint ventures | International | (14.5 | ) | (43.7 | ) | 2.4 | 2.1 | (9.3 | ) | |||||||||||||
All other equity method investments | Various | (2.1 | ) | (3.4 | ) | 0.5 | (1.2 | ) | (0.9 | ) | ||||||||||||
(Income) loss from equity method investments | $ | (11.7 | ) | $ | (58.2 | ) | $ | 2.6 | $ | 0.5 | $ | (15.0 | ) | |||||||||
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NOTE 6: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the following:
January 3, 2016 | December 28, 2014 | |||||||
(in millions) | ||||||||
Payroll and related benefits | $ | 320.2 | $ | 295.1 | ||||
Customer incentives and marketing | 193.2 | 139.6 | ||||||
Insurance reserves | 62.9 | 63.4 | ||||||
Accrued interest | 58.7 | 63.8 | ||||||
Derivative instruments and broker deposits | 10.1 | 5.2 | ||||||
Other | 183.2 | 177.9 | ||||||
Total accrued expenses and other current liabilities | $ | 828.3 | $ | 745.0 | ||||
NOTE 7: DEBT
Long-term debt consists of the following:
January 3, 2016 | December 28, 2014 | |||||||
(in millions) | ||||||||
6.625% senior unsecured notes, due August 2022, including unamortized premiums of $15.6 million and $19.7 million | $ | 900.2 | $ | 1,014.3 | ||||
7.75% senior unsecured notes, due July 2017, including unamortized premiums of $20.6 million and $38.1 million | 446.8 | 519.3 | ||||||
5.25% senior unsecured notes, due August 2018, net of debt issuance costs of $5.4 million and $8.3 million | 446.4 | 491.7 | ||||||
5.875% senior unsecured notes, due August 2021, net of debt issuance costs of $5.7 million and $7.6 million | 349.3 | 392.4 | ||||||
Floating rate senior unsecured term loan, due May 2020 | 50.0 | 200.0 | ||||||
Various, interest rates from 2.45% to 2.76%, due February 2016 through March 2019 | 71.0 | 84.0 | ||||||
Total debt | 2,263.7 | 2,701.7 | ||||||
Current portion | (29.1 | ) | (46.9 | ) | ||||
Total long-term debt | $ | 2,234.6 | $ | 2,654.8 | ||||
As noted in Note 2—Merger and Acquisitions, existing long-term debt assumed by WH Group was adjusted to fair value based on quoted market prices. Premiums shown above represent the unamortized balance of the fair value adjustment to our 2022 Notes and 2017 Notes.
Scheduled principal payments on long-term debt for the next five years are as follows:
Year | (in millions) | |||
2016 | $ | 29.1 | ||
2017 | 458.5 | |||
2018 | 453.1 | |||
2019 | 8.3 | |||
2020 | 50.0 | |||
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2022 Notes
In August 2012, we issued $1.0 billion aggregate principal amount of ten year, 6.625% senior unsecured notes at a price equal to 99.5% of their face value in a registered public offering (2022 Notes). We received net proceeds of $981.2 million, after underwriting discounts and commissions and offering expenses, upon settlement of the 2022 Notes in August 2012. We incurred $18.0 million in transaction fees in connection with issuance of the 2022 Notes, which were being amortized over the ten-year life of the notes. The unamortized amount of transaction fees incurred in connection with the issuance of the 2022 Notes was written off when we performed the allocation of the total purchase consideration to the assets and liabilities assumed by WH Group in the Merger.
Debt Assumed
On July 31, 2013, Merger Sub issued the Merger Sub Notes as part of the financing for the acquisition of the Company. Upon the consummation of the Merger and release of the proceeds from escrow, the Merger Sub Notes became unsecured obligations of the Company ranking equally in right of payment with all of our existing and future senior unsecured indebtedness. The proceeds were used in part to repay the outstanding $200.0 million due on our Bank of America Term Loan. See Note 2—Merger and Acquisitions for further information on the Merger Sub Notes.
Debt Extinguishments
2013 Notes and 2014 Notes
In conjunction with the issuance of the 2022 Notes in July 2012, we commenced a tender offer to purchase any and all of our outstanding 7.75% senior unsecured notes due May 2013 (2013 Notes) and any and all of our outstanding 10% senior secured notes due July 2014 (2014 Notes) (the July 2012 Tender Offer). The July 2012 Tender Offer expired in August 2012. As a result of the July 2012 Tender Offer, we paid $649.4 million to repurchase 2013 Notes and 2014 Notes with face values of $105.0 million and $456.6 million, respectively. Also in August 2012, we exercised the redemption feature available under our 2014 Notes and paid $155.5 million to repurchase the remaining $132.8 million of our 2014 Notes. Net proceeds from the issuance of the 2022 Notes were used to make all of the repurchases of the 2013 Notes and 2014 Notes.
As a result of these repurchases, we recognized losses on debt extinguishment totaling $120.7 million in the twelve months ended April 28, 2013, including the write-off of related unamortized discounts, premiums and debt issuance costs.
In May 2013, we repaid the remaining outstanding principal amount on 2013 Notes totaling $55.0 million.
2017 Notes and 2022 Notes
During the three months ended December 29, 2013, we repurchased $15.6 million and $0.4 million of our 2017 Notes and 2022 Notes, respectively, for $18.1 million and recognized losses on debt extinguishment of $1.7 million.
2017 Notes, 2018 Notes, 2021 Notes and 2022 Notes
In January 2015, we commenced a cash tender offer for our 2017 Notes, 5.25% senior unsecured notes due August 2018 (2018 Notes), 5.875% senior unsecured notes due August 2021 (2021 Notes) and 2022 Notes, subject to a maximum aggregate purchase price of up to $275.0 million (2015 Tender Offer). The 2015 Tender Offer expired in February 2015. As a result of the 2015 Tender Offer, we paid $275.0 million to repurchase $258.0 million of principal. As a result of these repurchases, we recognized losses on debt extinguishment of $12.8 million in 2015, including the write-off of related unamortized premiums and debt issuance costs.
Working Capital Facilities
As of January 3, 2016, we had aggregate credit facilities and credit lines totaling $1.5 billion. Our unused capacity under these credit facilities and credit lines was $1.4 billion. These facilities and lines are generally at prevailing market rates. We pay commitment fees on the unused portion of the facilities.
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Average borrowings under credit facilities and credit lines were $80.1 million, $443.2 million, $541.7 million, $349.4 million and $105.4 million at average interest rates of 2.0%, 3.0%, 3.0%, 3.0% and 5.2% during 2015, 2014, the three months ended December 29, 2013, the five months ended September 26, 2013 and the twelve months ended April 28, 2013, respectively. Maximum borrowings were $377.8 million, $946.7 million, $759.3 million, $719.3 million and $229.9 million in 2015, 2014, the three months ended December 29, 2013, the five months ended September 26, 2013 and the twelve months ended April 28, 2013, respectively. Total outstanding borrowings were $38.8 million as of January 3, 2016 and $50.1 million as of December 28, 2014 with average interest rates of 2.4% and 3.0%, respectively.
In June 2011, we refinanced our asset-based revolving credit agreement totaling $1.0 billion that supported short-term funding needs and letters of credit (the ABL Credit Facility) into two separate facilities: (1) an inventory-based revolving credit facility totaling $925.0 million, with an option to expand up to $1.225 billion (the Inventory Revolver), and (2) an accounts receivable securitization facility totaling $275.0 million (the Securitization Facility). We may request working capital loans and letters of credit under both facilities.
In January 2013, we partially exercised the accordion feature of our Second Amended and Restated Credit Agreement and increased the borrowing capacity of the Inventory Revolver from a total of $925.0 million to a total of $1.025 billion. All other terms and conditions of the Inventory Revolver were unchanged, including the limitation on the actual amount of credit that is available from time to time under the Inventory Revolver as a result of borrowing base valuations of our inventory, accounts receivable and certain cash balances.
In April 2015, we entered into a new $1.025 billion asset-based revolving credit facility agreement (the Inventory Revolver Credit Agreement) which replaced the Inventory Revolver which would have matured in June 2016. The Inventory Revolver Credit Agreement provides for an option, subject to obtaining additional loan commitments and certain other conditions, to increase the available commitments by up to $375.0 million in the future. It also includes a multicurrency subfacility for Canadian Dollars, Japanese Yen, Euros, British Pounds Sterling and U.S. Dollars of up to the foreign currency equivalent of $100.0 million, a subfacility of up to $50.0 million for swingline borrowings and a subfacility of up to $150.0 million for issuances of letters of credit.
Availability under the Inventory Revolver Credit Agreement is based upon borrowing base valuations of our U.S. inventory, live sows and certain accounts receivable. The Inventory Revolver Credit Agreement is scheduled to mature on May 1, 2020.
Loans under the Inventory Revolver Credit Agreement bear interest at LIBOR plus a margin ranging from 1.75% to 2.75% per annum, or, at our election, at a base rate plus a margin ranging from 0.75% to 1.75% per annum, with either such margin varying according to the ratio of our consolidated funded debt to consolidated EBITDA. Letters of credit issued under the Inventory Revolver Credit Agreement accrue fees at a rate equal to the applicable margin for LIBOR loans. In addition, we are required to pay a commitment fee for the average daily unused commitments under the Inventory Revolver Credit Agreement, at rates ranging from 0.30% to 0.50% per annum depending on the ratio of our consolidated funded debt to consolidated EBITDA.
The obligations under the Inventory Revolver Credit Agreement are guaranteed by substantially all of our U.S. subsidiaries and are secured by a first-priority lien, subject to permitted liens and exceptions for excluded assets, on substantially all of our and our subsidiary guarantors' personal property, including accounts receivable (other than those sold and financed pursuant to the Securitization Facility), inventory, cash and cash equivalents, deposit accounts, intercompany notes, intellectual property and certain capital stock and interests pledged by us and our subsidiary guarantors, and all proceeds thereof.
The Inventory Revolver Credit Agreement contains affirmative and negative covenants that, among other things, limit or restrict our ability and the ability of our subsidiaries to create liens and encumbrances; incur debt; make capital expenditures; make acquisitions and investments; dispose of or transfer assets; and pay dividends or make other payments in respect of our capital stock; in each case, subject to certain qualifications and exceptions.
In addition, the Inventory Revolver Credit Agreement contains financial covenants requiring us to maintain a total consolidated leverage ratio (ratio of consolidated funded debt to consolidated capitalization) of, subject to certain exceptions, not more than 0.50 to 1.0, a minimum interest coverage ratio (ratio of consolidated EBITDA to consolidated interest expense) of not less than 2.50 to 1.0 and limitations on capital expenditures.
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The Inventory Revolver Credit Agreement also includes usual and customary events of default for facilities of this nature, and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the facility may be accelerated, the lenders’ commitments may be terminated and the lenders may foreclose upon the collateral. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the facility will automatically become due and payable and the lenders’ commitments will automatically terminate.
In December 2014, we amended our Securitization Facility and increased the borrowing capacity from a total of $275.0 million to a total of $325.0 million. As a result of the amended agreement, our maturity date was extended from May 2016 to December 2017, the interest rate spread was decreased from 1.15% to 1.05% and the unused commitment fee decreased from 0.45% to 0.40%.
As part of the Securitization Facility, all accounts receivable of our major Fresh Pork and Packaged Meats subsidiaries are sold to a wholly owned “bankruptcy remote” special purpose vehicle (SPV). The SPV pledges the receivables as security for loans and letters of credit. The SPV is included in our consolidated financial statements and therefore, the accounts receivable owned by it are included in our consolidated balance sheet. However, the accounts receivable owned by the SPV are separate and distinct from our other assets and are not available to our other creditors should we become insolvent. As of January 3, 2016, the SPV held $626.7 million of accounts receivable and we had no outstanding borrowings on the Securitization Facility.
We incurred approximately $1.3 million in transaction fees in connection with the financing of the Securitization Facility in 2011, which were being amortized over its original three-year life. The unamortized amount of transaction fees incurred in connection with the Securitization Facility was written off when we performed the allocation of the total purchase consideration to the assets and liabilities assumed by WH Group in the Merger.
Rabobank Term Loan
In May 2015, we refinanced our $200.0 million Rabobank Term Loan and extended its maturity date from May 1, 2018 to May 1, 2020. After the refinancing, the total capacity of the Rabobank term loan was $150.0 million, with $50.0 million outstanding. We may draw the additional $100.0 million until April 15, 2016. We may elect to prepay the loan at any time, subject to the payment of certain prepayment fees in respect of any voluntary prepayment prior to April 15, 2017 and other customary breakage costs. Interest accrues, at our option, at LIBOR plus 3.25%.
Convertible Notes
In July 2008, we issued $400 million aggregate principal amount of 4% convertible senior notes due June 30, 2013 (the Convertible Notes) in a registered offering. The Convertible Notes were senior unsecured obligations.
In connection with the issuance of the Convertible Notes, we entered into separate convertible note hedge transactions with respect to our common stock to reduce potential economic dilution upon conversion of the Convertible Notes, and separate warrant transactions (collectively referred to as the Call Spread Transactions). We purchased call options that permitted us to acquire up to approximately 17.6 million shares of our common stock, subject to adjustment, which is the number of shares initially issuable upon conversion of the Convertible Notes. In addition, we sold warrants permitting the purchasers to acquire up to approximately 17.6 million shares of our common stock, subject to adjustment. See Note 11—Equity for more information on the Call Spread Transactions.
In July 2013, we repaid the outstanding principal amount on our Convertible Notes totaling $400.0 million. In October 2013, we paid $79.4 million to holders of the warrants to unwind the contracts due to the change of control related to the Merger.
NOTE 8: LEASE OBLIGATIONS, COMMITMENTS AND GUARANTEES
Lease Obligations
We lease facilities and equipment under non-cancelable operating leases. The terms of each lease agreement vary and may contain renewal or purchase options. Rental payments under operating leases are charged to expense on the straight-line basis over the period of the lease. Rental expense under operating leases of real estate, machinery, vehicles and other equipment was $49.2 million, $43.0 million, $11.7 million, $19.2 million and $47.1 million in 2015, 2014, the three months ended December 29, 2013, the five months ended September 26, 2013 and the twelve months ended April 28, 2013, respectively.
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In 2015, we constructed a distribution center and sold it for $43.3 million. Concurrent with the sale, we entered into an agreement to leaseback the property from the purchaser over a non-cancelable lease term of 20 years, with renewal options. This lease is accounted for as an operating lease.
Future rental commitments under non-cancelable operating leases as of January 3, 2016 are as follows:
Year | (in millions) | |||
2016 | $ | 49.0 | ||
2017 | 43.0 | |||
2018 | 36.1 | |||
2019 | 30.3 | |||
2020 | 22.8 | |||
Thereafter | 78.8 | |||
Total | $ | 260.0 | ||
As of January 3, 2016, future minimum lease payments under capital leases were approximately $25.0 million. The present value of the future minimum lease payments was $24.5 million. The long-term portion of capital lease obligations was $23.3 million and $23.7 million as of January 3, 2016 and December 28, 2014, respectively, and the current portion was $1.2 million and $1.2 million as of January 3, 2016 and December 28, 2014, respectively.
Commitments
We have agreements, expiring through 2022, to use cold storage warehouses owned by partnerships, of which we are 50% partners. We have agreed to pay prevailing competitive rates for use of the facilities, subject to aggregate guaranteed minimum annual fees. In 2015, 2014, the three months ended December 29, 2013, the five months ended September 26, 2013 and the twelve months ended April 28, 2013, we paid $16.3 million, $20.7 million, $4.5 million, $7.4 million and $16.6 million, respectively, in fees for use of the facilities. We had investments in the partnerships of $5.1 million as of January 3, 2016 and $4.2 million as of December 28, 2014, respectively.
We have purchase commitments with certain livestock producers that obligate us to purchase all the livestock that these producers deliver. Other arrangements obligate us to purchase a fixed amount of livestock. We also use independent farmers and their facilities to raise hogs produced from our breeding stock in exchange for a performance-based service fee payable upon delivery. We estimate the future obligations under these commitments based on available commodity livestock futures prices and internal projections about future hog prices, expected quantities delivered and anticipated performance. Our estimated future obligations under these commitments are as follows:
Year | (in millions) | |||
2016 | $ | 2,006.3 | ||
2017 | 1,559.5 | |||
2018 | 1,179.3 | |||
2019 | 830.9 | |||
2020 | 745.2 | |||
As of January 3, 2016, we were also committed to purchase approximately $210.5 million under forward grain contracts payable in 2016.
We had $57.9 million of committed funds related to approved capital expenditure projects as of January 3, 2016. These projects are expected to be funded with cash flows from operations and/or borrowings under credit facilities.
Guarantees
As part of our business, we are a party to various financial guarantees and other commitments as described below. These arrangements involve elements of performance and credit risk that are not included in the consolidated balance sheet as of January 3, 2016. We could become liable in connection with these obligations depending on the performance of the guaranteed party or the occurrence of future events that we are unable to predict. If we consider it probable that we will become responsible for an obligation, we will record the liability on our consolidated balance sheet.
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As of January 3, 2016, we continued to guarantee $6.7 million of leases that were transferred to JBS S.A. in connection with the sale of Smithfield Beef, Inc which closed in October 2008. This guaranty may remain in place until the leases expire through February 2022.
NOTE 9: INCOME TAXES
Income tax expense consists of the following:
Successor | Predecessor | |||||||||||||||||||
Twelve Months Ended | Twelve Months Ended | |||||||||||||||||||
January 3, 2016 | December 28, 2014 | September 27 - December 29, 2013 | April 29 - September 26, 2013 | April 28, 2013 | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Current income tax expense: | ||||||||||||||||||||
Federal | $ | 113.0 | $ | 122.5 | $ | 0.2 | $ | 13.8 | $ | 39.8 | ||||||||||
State | 8.9 | 16.2 | 0.9 | 0.1 | 6.1 | |||||||||||||||
Foreign | 9.8 | 16.3 | 0.2 | 2.5 | 5.5 | |||||||||||||||
131.7 | 155.0 | 1.3 | 16.4 | 51.4 | ||||||||||||||||
Deferred income tax expense (benefit): | ||||||||||||||||||||
Federal | 66.8 | 43.6 | 7.4 | 7.1 | (2.6 | ) | ||||||||||||||
State | 8.6 | 26.4 | 1.7 | (11.4 | ) | (10.5 | ) | |||||||||||||
Foreign | (11.5 | ) | (8.0 | ) | 5.4 | 0.6 | 7.8 | |||||||||||||
63.9 | 62.0 | 14.5 | (3.7 | ) | (5.3 | ) | ||||||||||||||
Total income tax expense | $ | 195.6 | $ | 217.0 | $ | 15.8 | $ | 12.7 | $ | 46.1 | ||||||||||
A reconciliation of taxes computed at the federal statutory rate to the effective tax rate is as follows:
Successor | Predecessor | ||||||||||||||
Twelve Months Ended | Twelve Months Ended | ||||||||||||||
January 3, 2016 | December 28, 2014 | September 27 - December 29, 2013 | April 29 - September 26, 2013 | April 28, 2013 | |||||||||||
Federal income taxes at statutory rate | 35.0 | % | 35.0 | % | 35.0 | % | 35.0 | % | 35.0 | % | |||||
State income taxes, net of federal tax benefit | 1.9 | 3.5 | 3.8 | (10.6 | ) | (0.2 | ) | ||||||||
Foreign income taxes | (1.3 | ) | (3.4 | ) | 16.4 | 10.4 | (1.7 | ) | |||||||
Net change in uncertain tax positions | (0.1 | ) | — | (1.8 | ) | (1.3 | ) | 0.6 | |||||||
Net change in valuation allowance | — | (0.8 | ) | (20.1 | ) | (10.1 | ) | (4.8 | ) | ||||||
Tax credits | (1.9 | ) | (0.8 | ) | (4.5 | ) | (6.5 | ) | (5.7 | ) | |||||
Manufacturer's deduction | (1.9 | ) | (1.6 | ) | (0.6 | ) | (0.2 | ) | (1.5 | ) | |||||
Foreign restructuring | (1.6 | ) | (2.3 | ) | — | — | — | ||||||||
Other | 0.1 | (1.5 | ) | 3.1 | 3.0 | (1.6 | ) | ||||||||
Effective tax rate | 30.2 | % | 28.1 | % | 31.3 | % | 19.7 | % | 20.1 | % | |||||
We had income taxes receivable of $87.5 million and $64.4 million as of January 3, 2016 and December 28, 2014, respectively, in prepaid expenses and other current assets. Additionally, we had current taxes payable of $1.2 million as of December 28, 2014 in other current liabilities.
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The tax effects of temporary differences consist of the following:
January 3, 2016 | December 28, 2014 | |||||||
(in millions) | ||||||||
Deferred tax assets: | ||||||||
Pension and other retirement liabilities | $ | 178.9 | $ | 222.3 | ||||
Tax credits, carryforwards and net operating losses | 50.8 | 54.8 | ||||||
Accrued expenses and other current liabilities | 45.7 | 46.8 | ||||||
Derivatives | 10.6 | — | ||||||
Employee benefits | 25.4 | 24.8 | ||||||
Other | 30.7 | 26.8 | ||||||
342.1 | 375.5 | |||||||
Valuation allowance | (19.2 | ) | (34.9 | ) | ||||
Total deferred tax assets | $ | 322.9 | $ | 340.6 | ||||
Deferred tax liabilities: | ||||||||
Property, plant and equipment | $ | 519.9 | $ | 508.6 | ||||
Intangible assets | 451.0 | 434.2 | ||||||
Derivatives | — | 9.7 | ||||||
Investments in subsidiaries | 9.3 | 20.0 | ||||||
Total deferred tax liabilities | $ | 980.2 | $ | 972.5 | ||||
The following table presents the classification of deferred taxes in our balance sheets as of January 3, 2016 and December 28, 2014:
January 3, 2016 | December 28, 2014 | |||||||
(in millions) | ||||||||
Prepaids and other current assets | $ | — | $ | 65.6 | ||||
Other assets | 10.9 | — | ||||||
Deferred income taxes, net | 668.2 | 697.5 | ||||||
Management makes an assessment to determine if its deferred tax assets are more likely than not to be realized. Valuation allowances are established in the event that management believes the related tax benefits will not be realized. The valuation allowance primarily relates to state credits, state net operating loss carryforwards and losses in foreign jurisdictions for which no tax benefit was recognized. During 2015, the valuation allowance decreased $15.7 million which is primarily due to utilization of foreign losses and valuation allowance releases included in foreign restructuring. During 2014, the valuation allowance decreased by $7.4 million which is primarily due to foreign valuation allowance releases and expirations.
The tax credits, carryforwards and net operating losses expire from 2016 to 2036.
There were foreign subsidiary net earnings that were considered permanently reinvested of $198.5 million and $110.2 million as of January 3, 2016 and December 28, 2014, respectively. It is not reasonably determinable as to the amount of deferred tax liability that would need to be provided if such earnings were not reinvested.
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A reconciliation of the beginning and ending liability for unrecognized tax benefits is as follows:
(in millions) | ||||
Balance, April 28, 2013 | $ | 15.7 | ||
Additions for tax positions taken in the current year | 1.6 | |||
Reduction for tax positions taken in prior years | (0.2 | ) | ||
Settlements with taxing authorities | (2.1 | ) | ||
Lapse of statute of limitations | (1.1 | ) | ||
Balance, December 29, 2013 | 13.9 | |||
Additions for tax positions taken in the current year | 2.4 | |||
Additions for tax positions taken in prior years | 0.4 | |||
Settlements with taxing authorities | (1.7 | ) | ||
Lapse of statute of limitations | (1.3 | ) | ||
Balance, December 28, 2014 | 13.7 | |||
Additions for tax positions taken in the current year | 2.4 | |||
Reductions for tax positions taken in prior years | (0.8 | ) | ||
Settlements with taxing authorities | (1.7 | ) | ||
Lapse of statute of limitations | (2.4 | ) | ||
Balance, January 3, 2016 | $ | 11.2 | ||
We operate in multiple taxing jurisdictions, both within the U.S. and outside of the U.S., and are subject to examination from various tax authorities. The liability for unrecognized tax benefits included $3.2 million and $4.9 million of accrued interest as of January 3, 2016 and December 28, 2014, respectively. We recognized $1.0 million of net interest income during 2015, $0.3 million of net interest expense during 2014, $0.5 million of net interest income during the eight months ended December 29, 2013 and $0.4 million of net interest expense during the twelve months ended April 28, 2013, respectively, in income tax expense. The liability for unrecognized tax benefits included $10.2 million as of January 3, 2016 and $13.0 million as of December 28, 2014, that if recognized, would impact the effective tax rate.
We are currently being audited in several tax jurisdictions and remain subject to examination until the statute of limitations expires for the respective tax jurisdiction. Within specific countries, we may be subject to audit by various tax authorities, or subsidiaries operating within the country may be subject to different statute of limitations expiration dates. We have concluded all U.S. federal income tax matters through the tax year ended December 29, 2013. We are currently under U.S federal examination for the tax years ended December 28, 2014 and January 3, 2016.
Based upon the expiration of statutes of limitations and/or the conclusion of tax examinations in several jurisdictions as of January 3, 2016, we believe it is reasonably possible that the total amount of previously unrecognized tax benefits may decrease by up to $3.0 million within twelve months of January 3, 2016.
Beginning with the three months ended December 29, 2013, the Company, with its respective subsidiaries, is included in its U.S. parent company's consolidated federal income tax group and consolidated income tax return. The members of the consolidated group have elected to allocate income taxes among the members of the group by the separate return method, under which the parent company credits the subsidiary for income tax reductions resulting from the subsidiary's inclusion in the consolidated return, or the parent company charges the subsidiary for its allocated share of the consolidated income tax liability.
NOTE 10: PENSION AND OTHER RETIREMENT BENEFIT PLANS
Company Sponsored Defined Benefit Pension Plans
We provide the majority of our U.S. employees with pension benefits. Salaried employees are provided benefits based on years of service and average salary levels. Hourly employees are provided benefits of stated amounts for each year of service.
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The following table presents a reconciliation of the pension benefit obligation, plan assets and the funded status of these pension plans:
January 3, 2016 | December 28, 2014 | |||||||
(in millions) | ||||||||
Change in benefit obligation: | ||||||||
Benefit obligation at beginning of year | $ | 1,815.9 | $ | 1,653.0 | ||||
Service cost | 57.9 | 48.9 | ||||||
Interest cost | 78.0 | 84.3 | ||||||
Settlements | — | (69.4 | ) | |||||
Benefits paid (1) | (109.9 | ) | (154.9 | ) | ||||
Actuarial loss | (43.4 | ) | 254.0 | |||||
Past service cost | (15.2 | ) | — | |||||
Benefit obligation at end of year | 1,783.3 | 1,815.9 | ||||||
Change in plan assets: (1) | ||||||||
Fair value of plan assets at beginning of year | 1,214.7 | 1,122.8 | ||||||
Actual return on plan assets | (10.5 | ) | 122.4 | |||||
Employer contributions | 200.0 | 167.1 | ||||||
Settlements | — | (69.4 | ) | |||||
Benefits paid | (81.6 | ) | (128.2 | ) | ||||
Fair value of plan assets at end of year | 1,322.6 | 1,214.7 | ||||||
Funded status | $ | (460.7 | ) | $ | (601.2 | ) | ||
Amounts recognized in the consolidated balance sheet: | ||||||||
Net long-term pension liability | (431.5 | ) | (574.9 | ) | ||||
Accrued expenses and other current liabilities | (30.1 | ) | (26.7 | ) | ||||
Other assets | 0.9 | 0.4 | ||||||
Net amount recognized at end of year | $ | (460.7 | ) | $ | (601.2 | ) | ||
——————————————
(1) | Excludes the assets and related activity of our non-qualified defined benefit pension plans. The fair value of assets related to our non-qualified plans was $111.4 million and $107.9 million as of January 3, 2016 and December 28, 2014, respectively. We made $31.6 million and $6.6 million of cash contributions to our non-qualified plans in 2015 and 2014, respectively. Benefits paid for our non-qualified plans were $28.3 million and $26.7 million in 2015 and 2014, respectively. |
The accumulated benefit obligation for all defined benefit pension plans was $1.7 billion and $1.7 billion as of January 3, 2016 and December 28, 2014, respectively. The accumulated benefit obligation for all of our defined benefit pension plans exceeded the fair value of plan assets for all periods presented.
The following table shows the pre-tax unrecognized items included as components of accumulated other comprehensive income (loss) related to our defined benefit pension plans as of the dates indicated:
January 3, 2016 | December 28, 2014 | |||||||
(in millions) | ||||||||
Unrecognized actuarial loss | $ | (252.9 | ) | $ | (193.3 | ) | ||
Unrecognized prior service credit | 16.2 | — | ||||||
We expect to recognize $11.4 million of the actuarial loss and $2.2 million of the prior service credit in net periodic pension cost in 2016.
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The following table presents the components of the net periodic pension cost for the periods indicated:
Successor | Predecessor | ||||||||||||||||||
Twelve Months Ended | Twelve Months Ended | ||||||||||||||||||
January 3, 2016 | December 28, 2014 | September 27 - December 29, 2013 | April 29 - September 26, 2013 | April 28, 2013 | |||||||||||||||
(in millions) | |||||||||||||||||||
Service cost | $ | 57.9 | $ | 48.9 | $ | 9.8 | $ | 22.6 | $ | 47.2 | |||||||||
Interest cost | 78.0 | 84.3 | 21.6 | 32.8 | 74.8 | ||||||||||||||
Expected return on plan assets | (95.2 | ) | (85.9 | ) | (19.5 | ) | (35.4 | ) | (78.8 | ) | |||||||||
Net amortization | 3.6 | — | — | 24.8 | 52.9 | ||||||||||||||
Settlement loss (1) | — | 3.3 | — | — | — | ||||||||||||||
Net periodic pension cost | $ | 44.3 | $ | 50.6 | $ | 11.9 | $ | 44.8 | $ | 96.1 | |||||||||
——————————————
(1) | A settlement loss was recognized during 2014 as the result of terminated vested participants in our qualified plans electing an early cash payout. |
The following table shows our weighted average assumptions for the periods indicated:
Successor | Predecessor | |||||||||||||
Twelve Months Ended | Twelve Months Ended | |||||||||||||
January 3, 2016 | December 28, 2014 | September 27 - December 29, 2013 | April 29 - September 26, 2013 | April 28, 2013 | ||||||||||
Discount rate to determine net periodic benefit cost (1) | 4.55 | % | 5.25 | % | 5.30 | % | 4.45 | % | 4.75 | % | ||||
Discount rate to determine benefit obligation | 4.70 | 4.30 | 5.25 | 5.30 | 4.45 | |||||||||
Expected long-term rate of return on plan assets | 7.50 | 7.50 | 7.25 | 7.25 | 7.75 | |||||||||
Rate of compensation increase | 4.00 | 4.00 | 4.00 | 4.00 | 4.00 | |||||||||
——————————————
(1) | We performed an interim remeasurement of our plan obligations and assets as of June 26, 2015. The discount rate used to determine net periodic benefit cost was 4.3% for the first half of 2015 and 4.8% for the second half of 2015. |
We use an independent third-party actuary to assist in the determination of assumptions used and the measurement of our pension obligation and related costs. We review and select the discount rate to be used in connection with our pension obligation annually. In determining the discount rate, we used a hypothetical model that used the yield on corporate bonds (rated AA or better) that coincides with the cash flows of the plans’ estimated benefit payouts. The model uses a yield curve approach to discount each cash flow of the liability stream at an interest rate specifically applicable to the timing of each respective cash flow. Using imputed interest rates, the model sums the present value of each cash flow stream to calculate an equivalent weighted average discount rate. We use this resulting weighted average discount rate to determine our final discount rate.
In 2014 we began to use a new mortality table that has the flexibility to consider industry specific groups, such as blue collar or white collar.
To determine the expected long-term return on plan assets, we consider the current and anticipated asset allocations, as well as historical and estimated returns on various categories of plan assets. Long-term trends are evaluated relative to market factors such as inflation, interest rates and fiscal and monetary polices in order to assess the capital market assumptions. Over the 5-year period ended January 3, 2016 and December 28, 2014, the average rate of return on plan assets was approximately 6.75% and 9.81%, respectively. Actual results that differ from our assumptions are accumulated and amortized over future periods and, therefore, affect expense in future periods.
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Pension plan assets may be invested in cash and cash equivalents, equities, commingled funds, debt securities and alternative investments. Our investment policy for the pension plans is to balance risk and return through a diversified portfolio of high-quality equity and fixed income securities. Equity targets for the pension plans are as indicated in the following table. Maturity for fixed income securities is managed such that sufficient liquidity exists to meet near-term benefit payment obligations. The plans retain outside investment advisors to manage plan investments within parameters established by our plan trustees.
The following table presents the fair value of our qualified pension plan assets by major asset category as of January 3, 2016 and December 28, 2014. The allocation of our pension plan assets is based on the target range presented in the following table.
January 3, 2016 | December 28, 2014 | Target Range | ||||||||
Asset category: | (in millions) | |||||||||
Cash and cash equivalents, net of unsettled transactions | $ | 94.7 | $ | 103.1 | 0-4% | |||||
Equity securities | 502.0 | 459.4 | 30-50% | |||||||
Debt securities | 627.9 | 555.4 | 35-55% | |||||||
Alternative assets | 98.0 | 96.8 | 5-20% | |||||||
Total | $ | 1,322.6 | $ | 1,214.7 | ||||||
See Note 12—Fair Value Measurements for additional information about the fair value of our pension assets.
We do not expect to have a funding requirement in 2016 for our qualified pension plans. See Note 18—Subsequent Events for additional information about contributions made subsequent to year-end.
Expected future benefit payments for our defined benefit pension plans are as follows:
Year | (in millions) | |||
2016 | $ | 75.6 | ||
2017 | 79.7 | |||
2018 | 83.7 | |||
2019 | 87.8 | |||
2020 | 91.2 | |||
2021-2025 | 503.3 | |||
Multiemployer Defined Benefit Pension Plans
In addition to our Company sponsored defined benefit pension plans, we contribute to several multiemployer defined benefit pension plans under collective bargaining agreements that cover certain of our union-represented employees. The risks of participating in such plans are different from the risks of single-employer plans, in the following respects:
▪ | Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. |
▪ | If a participating employer ceases to contribute to a multiemployer plan, the unfunded obligation of the plan may be borne by the remaining participating employers. |
▪ | If we were to withdraw from a multiemployer plan, we may be required to pay the plan an amount based on the underfunded status of the plan and on the history of our participation in the plan prior to withdrawal. This is referred to as a withdrawal liability. |
Each multiemployer plan in which we participate has a certified zone status as currently defined by the Pension Protection Act of 2006. The zone status is based on information provided to us and other participating employers by each plan and is certified by the plan's actuary. The following are descriptions of the zone status types based on criteria established under the Internal Revenue Code (IRC):
▪ | "Red" Zone—Plan has been determined to be in "critical status" and is generally less than 65% funded. A rehabilitation plan, as required under the IRC, must be adopted by plans in the "red" zone. Plan participants may be responsible for the payment of surcharges, in addition to the contribution rate specified in the applicable collective bargaining agreement, for a plan in "critical status," in accordance with the requirements of the IRC. |
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▪ | "Yellow” Zone—Plan has been determined to be in "endangered status" and is generally less than 80% funded. A funding improvement plan, as required under the IRC, must be adopted. |
▪ | "Green” Zone—Plan has been determined to be neither in "critical status" nor in "endangered status," and is generally at least 80% funded. |
All plans in which we participate were in the "green" zone for the two most recent benefit plan years that have been certified.
The following table summarizes our contributions to multiemployer plans (1):
Twelve Months Ended | Twelve Months Ended | |||||||||||||||||||
Plan | EIN / PN (2) | January 3, 2016 | December 28, 2014 | April 29 - December 29, 2013 | April 28, 2013 | Expiration Dates of Collective Bargaining Agreements | ||||||||||||||
(in millions) | ||||||||||||||||||||
United Food and Commercial Workers International Union Industry Pension Fund | 51-6055922 / 001 | $ | 1.3 | $ | 1.3 | $ | 0.9 | $ | 1.2 | Multiple (3) | ||||||||||
Central Pension Fund of the International Union of Operating Engineers and Participating Employers | 36-6052390 / 001 | 0.2 | 0.2 | 0.1 | 0.2 | October 2018 | ||||||||||||||
IAM National Pension Fund National Pension Plan | 51-6031295 / 002 | 0.1 | 0.1 | 0.1 | 0.1 | February 2018 | ||||||||||||||
Total contributions to multiemployer plans | $ | 1.6 | $ | 1.6 | $ | 1.1 | $ | 1.5 | ||||||||||||
(1) | Contributions represent the amounts we contributed to the plans during the periods ending in the specified year. Our contributions to each plan did not exceed 5% of total plan contributions for any plan year presented. |
(2) | Represents the Employer Identification Number and the three-digit plan number assigned to a plan by the Internal Revenue Service. |
(3) | We have multiple collective bargaining agreements associated with the United Food and Commercial Workers International Union Industry Pension Fund. These agreements are currently scheduled to expire in May 2016, January 2018 and December 2018. |
Other Employee Benefit Plans
We sponsor defined contribution pension plans (401(k) plans) covering substantially all U.S. employees. Our contributions vary depending on the plan but are based primarily on each participant’s level of contribution and cannot exceed the maximum allowable for tax purposes. Total contributions were $21.6 million, $18.2 million, $4.1 million, $8.0 million, and $15.0 million in 2015, 2014, the three months ended December 29, 2013, the five months ended September 26, 2013 and twelve months ended April 28, 2013, respectively.
We also provide health care and life insurance benefits for certain retired employees. These plans are unfunded and generally pay covered costs reduced by retiree premium contributions, co-payments and deductibles. We retain the right to modify or eliminate these benefits. We consider disclosures related to these plans immaterial to the consolidated financial statements and related notes.
NOTE 11: EQUITY
Common Stock
Upon completion of the Merger, all outstanding shares of Smithfield were cancelled and the Company's shareholders received the Merger Consideration for each share of common stock held prior to the effective time of the Merger.
As a result of the Merger, all of the outstanding shares of Merger Sub were converted into 1,000 shares of common stock of the Company, no par value, and such shares are owned by a wholly owned subsidiary of WH Group. There are no other shares of stock outstanding in the Company. See Note 2—Merger and Acquisitions for further information on the Merger.
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Common Stock Repurchases
During the twelve months ended April 28, 2013, we repurchased 19,068,079 shares of our common stock for $386.4 million, including related fees. The price of the repurchased shares was allocated among common stock, additional paid-in capital and retained earnings in our consolidated condensed balance sheet in accordance with applicable accounting guidance.
From June 2011 through the Merger Date, we repurchased 28,244,783 shares of our common stock for $575.9 million, including related commissions, at an average price of $20.38.
Stock-Based Compensation
During 2014, WH Group adopted a share incentive plan to provide incentives to various executives and management of WH Group and its subsidiaries (the WH Group Incentive Plan). The WH Group stock trades on the Stock Exchange of Hong Kong Limited.
In 2014, 160,500,000 stock options were granted to Smithfield executives and management under the WH Group Incentive Plan. Stock options granted under the WH Group Incentive Plan are subject to graded vesting over five years and were valued in five separate tranches, according to the expected life of each tranche. No stock options were granted in 2015. We recognized $17.6 million and $9.2 million of compensation expense for the stock options in 2015 and 2014, respectively. The related income tax benefit recognized was $6.4 million and $3.4 million in 2015 and 2014, respectively. There was no compensation expense capitalized as part of inventory or fixed assets in 2015 nor 2014.
The fair value of each option granted was estimated on the date of grant using a binomial option pricing model. The expected annual volatility was based on the historical volatility of comparable companies. The following table summarizes the assumptions made in determining the fair value of stock options granted in 2014(1):
Expected annual volatility | 42 | % | |||
Dividend yield | — | % | |||
Risk free interest rate | 2.06 | % | |||
Expected option life (years) | 3.5 | ||||
——————————————
(1) | The options granted in 2014 were valued in separate tranches according to the expected life of each tranche. The above table reflects the weighted average risk free interest rate and expected option life of each tranche. The expected dividend yield was the same for all options granted in 2014. |
The following table summarizes stock option activity under the WH Group Incentive Plan as of January 3, 2016, and changes during the year then ended:
Number of Shares | Weighted Average Exercise Price (HKD) | Weighted Average Exercise Price (USD) | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (HKD) | Aggregate Intrinsic Value (USD) | |||||||||||||||||
(in millions) | ||||||||||||||||||||||
Outstanding as of December 28, 2014 | 151,400,000 | $ | 6.20 | $ | 0.80 | $ | — | $ | — | |||||||||||||
Forfeited | (3,329,833 | ) | $ | 6.20 | $ | 0.80 | ||||||||||||||||
Outstanding as of January 3, 2016 | 148,070,167 | $ | 6.20 | $ | 0.80 | 8.6 | $ | — | $ | — | ||||||||||||
Exercisable as of January 3, 2016 | 14,807,017 | $ | 6.20 | $ | 0.80 | 8.6 | $ | — | $ | — | ||||||||||||
The weighted average grant-date fair value of options granted during 2014 was $0.42 USD ($3.22 HKD). As of January 3, 2016, there was $23.1 million of total unrecognized compensation cost related to nonvested stock options granted under the WH Group Incentive Plan. That cost is expected to be recognized over a weighted average period of 2.4 years.
During the twelve months ended May 3, 2009, we adopted the 2008 Incentive Compensation Plan (the Incentive Plan), which replaced the 1998 Stock Incentive Plan and provided for the issuance of non-statutory stock options and other awards to employees, non-employee directors and consultants.
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Upon completion of the Merger, all then-outstanding stock-based compensation awards, whether vested or unvested, were converted into the right to receive the Merger Consideration, less the exercise price of such awards, if any. As a result, we made aggregate cash payments totaling $82.1 million to plan participants following the Merger, which were included as a component of the purchase price consideration. The Incentive Plan was discontinued as a result of the Merger. Stock-based compensation expense was $2.0 million and $8.4 million for the five months ended September 26, 2013 and the twelve months ended April 28, 2013, respectively. The related income tax benefits recognized were $0.4 million and $1.8 million for the five months ended September 26, 2013 and the twelve months ended April 28, 2013, respectively. There was no compensation expense capitalized as part of inventory or fixed assets during the five months ended September 26, 2013 nor the twelve months ended April 28, 2013.
Call Spread Transactions
In connection with the issuance of the Convertible Notes (see Note 7—Debt), we entered into separate convertible note hedge transactions with respect to our common stock to minimize the impact of potential economic dilution upon conversion of the Convertible Notes, and separate warrant transactions.
We purchased call options in private transactions that permitted us to acquire up to approximately 17.6 million shares of our common stock at an initial strike price of $22.68 per share, subject to adjustment, for $88.2 million. In general, the call options allowed us to acquire a number of shares of our common stock initially equal to the number of shares of common stock issuable to the holders of the Convertible Notes upon conversion. These call options terminated upon the maturity of the Convertible Notes.
We also sold warrants in private transactions for total proceeds of approximately $36.7 million. The warrants permitted the purchasers to acquire up to approximately 17.6 million shares of our common stock at an initial exercise price of $30.54 per share, subject to adjustment.
In July 2013, we repaid the outstanding principal amount on our Convertible Notes totaling $400.0 million. As part of the settlement of the Convertible Notes, we delivered 3,894,476 shares of our common stock to the holders of the notes. Simultaneously, we exercised a call option, which we entered into in connection with the original issuance of the Convertible Notes, entitling us to receive 3,894,510 shares from the counter-parties. As a result, we retired 34 net shares of our common stock upon the settlement of the Convertible Notes.
In October 2013, we paid $79.4 million to holders of the warrants to unwind the contracts due to the change of control related to the Merger.
Stock Held in Trust
We maintain a non-qualified defined Supplemental Pension Plan (the Supplemental Plan) the purpose of which is to provide supplemental retirement income benefits for those eligible employees whose benefits under the tax-qualified plans are subject to statutory limitations. A grantor trust has been established for the purpose of satisfying the obligations under the plan. The shares of the Company's stock held by the Supplemental Plan were converted to cash as a result of the Merger.
As part of the Incentive Plan director fee deferral program, we purchased shares of our common stock on the open market for the benefit of the plan's participants. These shares were held in a rabbi trust until transferred to the participants. The shares held by the rabbi trust were converted to cash as a result of the Merger.
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) consists of the following:
January 3, 2016 | December 28, 2014 | December 29, 2013 | ||||||||||
(in millions) | ||||||||||||
Foreign currency translation | $ | (216.2 | ) | $ | (127.4 | ) | $ | 27.3 | ||||
Pension accounting | (141.1 | ) | (117.6 | ) | 14.6 | |||||||
Hedge accounting | (20.4 | ) | 26.4 | (2.9 | ) | |||||||
Accumulated other comprehensive income (loss) | $ | (377.7 | ) | $ | (218.6 | ) | $ | 39.0 | ||||
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Other Comprehensive Income (Loss)
The following tables present changes in the accumulated balances for each component of other comprehensive income (loss) and the related effects on net income of amounts reclassified out of other comprehensive income (loss):
Successor | ||||||||||||||||||||||||
Twelve Months Ended | ||||||||||||||||||||||||
January 3, 2016 | December 28, 2014 | |||||||||||||||||||||||
Before Tax | Tax | After Tax | Before Tax | Tax | After Tax | |||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Foreign currency translation: | ||||||||||||||||||||||||
Translation loss | $ | (137.0 | ) | $ | 12.7 | $ | (124.3 | ) | $ | (167.5 | ) | $ | 12.8 | $ | (154.7 | ) | ||||||||
Translation losses reclassified to non-operating (gain) loss | 54.6 | (19.1 | ) | 35.5 | $ | — | — | — | ||||||||||||||||
Pension accounting: | ||||||||||||||||||||||||
Actuarial gain (loss) | (57.8 | ) | 22.5 | (35.3 | ) | (217.5 | ) | 83.3 | (134.2 | ) | ||||||||||||||
Prior Service Cost | 15.2 | (5.8 | ) | 9.4 | — | — | — | |||||||||||||||||
Amortization of actuarial losses and prior service credits reclassified to cost of sales | 1.6 | (0.5 | ) | 1.1 | 1.0 | (0.4 | ) | 0.6 | ||||||||||||||||
Amortization of actuarial losses and prior service credits reclassified to SG&A | 2.0 | (0.7 | ) | 1.3 | 2.3 | (0.9 | ) | 1.4 | ||||||||||||||||
Hedge accounting: | ||||||||||||||||||||||||
Gains (losses) arising during the period | 108.7 | (43.0 | ) | 65.7 | (166.3 | ) | 65.2 | (101.1 | ) | |||||||||||||||
(Gains) losses reclassified to sales | (255.9 | ) | 100.0 | (155.9 | ) | 215.8 | (84.4 | ) | 131.4 | |||||||||||||||
(Gains) losses reclassified to cost of sales | 71.1 | (27.7 | ) | 43.4 | (1.7 | ) | 0.7 | (1.0 | ) | |||||||||||||||
Total other comprehensive income (loss) | $ | (197.5 | ) | $ | 38.4 | $ | (159.1 | ) | $ | (333.9 | ) | $ | 76.3 | $ | (257.6 | ) | ||||||||
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Successor | Predecessor | |||||||||||||||||||||||||||||||||||
Twelve Months Ended | ||||||||||||||||||||||||||||||||||||
September 27 - December 29, 2013 | April 29 - September 26, 2013 | April 28, 2013 | ||||||||||||||||||||||||||||||||||
Before Tax | Tax | After Tax | Before Tax | Tax | After Tax | Before Tax | Tax | After Tax | ||||||||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||||||||||
Foreign currency translation: | ||||||||||||||||||||||||||||||||||||
Translation gain (loss) | $ | 29.6 | $ | (2.3 | ) | $ | 27.3 | $ | 23.3 | $ | (6.4 | ) | $ | 16.9 | $ | (12.5 | ) | $ | 1.4 | $ | (11.1 | ) | ||||||||||||||
Pension accounting: | ||||||||||||||||||||||||||||||||||||
Amortization of actuarial losses and prior service credits reclassified to cost of sales | 8.5 | (3.3 | ) | 5.2 | 7.4 | (2.9 | ) | 4.5 | (12.3 | ) | 4.8 | (7.5 | ) | |||||||||||||||||||||||
Amortization of actuarial losses and prior service credits reclassified to SG&A | 15.2 | (5.8 | ) | 9.4 | 17.4 | (6.8 | ) | 10.6 | (28.8 | ) | 11.1 | (17.7 | ) | |||||||||||||||||||||||
Hedge accounting: | ||||||||||||||||||||||||||||||||||||
Gains (losses) arising during the period | (2.3 | ) | 0.9 | (1.4 | ) | (26.6 | ) | 10.3 | (16.3 | ) | 53.3 | (20.8 | ) | 32.5 | ||||||||||||||||||||||
Losses reclassified to sales | (3.0 | ) | 1.2 | (1.8 | ) | (5.9 | ) | 2.3 | (3.6 | ) | (54.9 | ) | 21.4 | (33.5 | ) | |||||||||||||||||||||
(Gains) losses reclassified to cost of sales | 0.9 | (0.4 | ) | 0.5 | (23.6 | ) | 9.2 | (14.4 | ) | (108.4 | ) | 42.1 | (66.3 | ) | ||||||||||||||||||||||
(Gains) losses reclassified to SG&A | (0.3 | ) | 0.1 | (0.2 | ) | 0.3 | — | 0.3 | (2.1 | ) | 0.4 | (1.7 | ) | |||||||||||||||||||||||
Total other comprehensive income (loss) | $ | 48.6 | $ | (9.6 | ) | $ | 39.0 | $ | (7.7 | ) | $ | 5.7 | $ | (2.0 | ) | $ | (165.7 | ) | $ | 60.4 | $ | (105.3 | ) | |||||||||||||
NOTE 12: FAIR VALUE MEASUREMENTS
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. We are required to consider and reflect the assumptions of market participants in fair value calculations. These factors include nonperformance risk (the risk that an obligation will not be fulfilled) and credit risk, both of the reporting entity (for liabilities) and of the counterparty (for assets).
We use, as appropriate, a market approach (generally, data from market transactions), an income approach (generally, present value techniques), and/or a cost approach (generally, replacement cost) to measure the fair value of an asset or liability. These valuation approaches incorporate inputs such as observable, independent market data that we believe are predicated on the assumptions market participants would use to price an asset or liability. These inputs may incorporate, as applicable, certain risks such as nonperformance risk, which includes credit risk.
The FASB has established a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The fair value hierarchy gives the highest priority to quoted market prices (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of inputs used to measure fair value are as follows:
▪ | Level 1—quoted prices in active markets for identical assets or liabilities accessible by the reporting entity. |
▪ | Level 2—observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. |
▪ | Level 3—unobservable for an asset or liability. Unobservable inputs should only be used to the extent observable inputs are not available. |
We have classified assets and liabilities measured at fair value based on the lowest level of input that is significant to the fair value measurement. For the periods presented, we had no transfers of assets or liabilities between levels within the fair value hierarchy. The timing of any such transfers would be determined at the end of each reporting period.
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Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following tables set forth, by level within the fair value hierarchy, our financial assets and liabilities, including assets held in a rabbi trust used to fund the Supplemental Plan, that were measured at fair value on a recurring basis as of January 3, 2016 and December 28, 2014:
January 3, 2016 | December 28, 2014 | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||
Derivatives: | ||||||||||||||||||||||||||||||||
Commodity contracts | $ | 10.8 | $ | — | $ | — | $ | 10.8 | $ | 57.8 | $ | 0.1 | $ | — | $ | 57.9 | ||||||||||||||||
Foreign exchange contracts | — | — | — | — | — | 0.4 | — | 0.4 | ||||||||||||||||||||||||
Bond securities | — | — | — | — | 15.9 | — | — | 15.9 | ||||||||||||||||||||||||
Insurance contracts | — | 70.0 | — | 70.0 | — | 70.0 | — | 70.0 | ||||||||||||||||||||||||
Total | $ | 10.8 | $ | 70.0 | $ | — | $ | 80.8 | $ | 73.7 | $ | 70.5 | $ | — | $ | 144.2 | ||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||
Derivatives: | ||||||||||||||||||||||||||||||||
Commodity contracts | 18.6 | 17.1 | — | 35.7 | 18.0 | 19.4 | — | 37.4 | ||||||||||||||||||||||||
Interest rate swaps | — | 0.2 | — | 0.2 | — | 0.1 | — | 0.1 | ||||||||||||||||||||||||
Foreign exchange contracts | — | 1.1 | — | 1.1 | — | — | — | — | ||||||||||||||||||||||||
Total | $ | 18.6 | $ | 18.4 | $ | — | $ | 37.0 | $ | 18.0 | $ | 19.5 | $ | — | $ | 37.5 | ||||||||||||||||
The following are descriptions of the valuation methodologies and key inputs used to measure financial assets and liabilities recorded at fair value on a recurring basis:
▪ | Derivatives—Derivatives classified within Level 1 are valued using quoted market prices. In some cases where quoted market prices are not available, we value the derivatives using market based pricing models that utilize the net present value of estimated future cash flows to calculate fair value, in which case the measurements are classified within Level 2. These valuation models make use of market-based observable inputs, including exchange traded prices and rates, yield curves, credit curves, and measures of volatility. |
▪ | Bond securities—Bond securities are valued at quoted market prices and are classified within Level 1. |
▪ | Insurance contracts—Insurance contracts are valued at their cash surrender value using the daily asset unit value (AUV) which is based on the quoted market price of the underlying securities and classified within Level 2. |
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition; that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment. We had no significant assets or liabilities that were measured and recorded at fair value on a nonrecurring basis during 2015 nor 2014, except for the allocation of the total purchase consideration to the estimated fair values of our assets acquired and liabilities assumed by WH Group as part of the Merger. We finalized the allocation in the third quarter of 2014 with no material adjustments. See Note 2—Merger and Acquisitions for further information on the Merger.
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Pension Plan Assets
The following table summarizes our qualified pension plan assets measured at fair value on a recurring basis (at least annually) as of January 3, 2016 and December 28, 2014:
January 3, 2016 | December 28, 2014 | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 86.7 | $ | — | $ | — | $ | 86.7 | $ | 95.0 | $ | — | $ | — | $ | 95.0 | ||||||||||||||||
Equity securities: | ||||||||||||||||||||||||||||||||
U.S. common stock: | ||||||||||||||||||||||||||||||||
Health care | 34.8 | — | — | 34.8 | 30.7 | — | — | 30.7 | ||||||||||||||||||||||||
Financial services | 42.8 | — | — | 42.8 | 44.5 | — | — | 44.5 | ||||||||||||||||||||||||
Retail and consumer products | 29.5 | — | — | 29.5 | 36.5 | — | — | 36.5 | ||||||||||||||||||||||||
Energy | 15.4 | — | — | 15.4 | 9.4 | — | — | 9.4 | ||||||||||||||||||||||||
Information technology | 50.8 | — | — | 50.8 | 75.3 | — | — | 75.3 | ||||||||||||||||||||||||
Manufacturing and industrials | 29.2 | — | — | 29.2 | 26.0 | — | — | 26.0 | ||||||||||||||||||||||||
Telecommunications | 9.1 | — | — | 9.1 | 4.7 | — | — | 4.7 | ||||||||||||||||||||||||
International common stock | 132.7 | — | — | 132.7 | 131.8 | — | — | 131.8 | ||||||||||||||||||||||||
Commingled funds: | ||||||||||||||||||||||||||||||||
International (1) | — | — | — | 142.5 | — | — | — | 75.0 | ||||||||||||||||||||||||
Domestic small cap (1) | — | — | — | 15.2 | — | — | — | 25.5 | ||||||||||||||||||||||||
Asset-backed securities (1) | — | — | — | 7.3 | — | — | — | 17.4 | ||||||||||||||||||||||||
Emerging markets securities (1) | — | — | — | 19.8 | — | — | — | 22.6 | ||||||||||||||||||||||||
Cash (1) | — | — | — | 11.4 | — | — | — | 14.0 | ||||||||||||||||||||||||
Corporate debt securities (1) | — | — | — | 352.5 | — | — | — | 297.2 | ||||||||||||||||||||||||
Government debt securities (1) | — | — | — | 179.4 | — | — | — | 204.2 | ||||||||||||||||||||||||
Fixed Income: | ||||||||||||||||||||||||||||||||
Corporate debt securities | 0.8 | 28.2 | — | 29.0 | — | — | — | — | ||||||||||||||||||||||||
Government debt securities | 28.5 | — | — | 28.5 | — | — | — | — | ||||||||||||||||||||||||
Alternative investments: | ||||||||||||||||||||||||||||||||
Diversified investment funds (1) | — | — | — | 55.9 | — | — | — | 59.5 | ||||||||||||||||||||||||
Limited partnerships (1) | — | — | — | 41.1 | — | — | — | 36.4 | ||||||||||||||||||||||||
Insurance contracts | — | — | 1.0 | 1.0 | — | — | 0.9 | 0.9 | ||||||||||||||||||||||||
Total fair value | $ | 460.3 | $ | 28.2 | $ | 1.0 | 1,314.6 | $ | 453.9 | $ | — | $ | 0.9 | 1,206.6 | ||||||||||||||||||
Unsettled transactions, net | 8.0 | 8.1 | ||||||||||||||||||||||||||||||
Total plan assets | $ | 1,322.6 | $ | 1,214.7 | ||||||||||||||||||||||||||||
——————————————
(1) Assets that are measured at fair value using net asset value per share as a practical expedient and have not been categorized in the fair value hierarchy.
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The following are descriptions of the valuation methodologies and key inputs used to measure pension plan assets recorded at fair value:
▪ | Cash and cash equivalents—Cash equivalents include highly liquid investments with original maturities of three months or less. Due to their short-term nature, the carrying amount of these instruments approximates the estimated fair value. Actively traded money market funds are classified as Level 1 and included in cash and cash equivalents. |
▪ | Equity securities—The fair value of equity securities are based on quoted prices in active markets and classified as Level 1. Level 1 financial instruments include highly liquid instruments with quoted prices, such as equities and mutual funds traded in active markets. |
▪ | Commingled Funds—The fair value of commingled funds are measured using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The net asset value per share is based on the fair value of the underlying assets owned by the funds, minus its liabilities then divided by the total number of shares outstanding. Underlying assets of commingled funds primarily consist of liquid equity and fixed income securities with quoted prices in active markets. |
▪ | Fixed income—When available, the fair value of fixed income securities are based on quoted prices in active markets and classified as Level 1. Level 1 financial instruments include highly liquid instruments with quoted prices, such as equities and mutual funds traded in active markets. |
If quoted prices are not available, fair values of fixed income instruments are obtained from pricing services, broker quotes or other model-based valuation techniques with observable inputs and classified as Level 2. The nature of these fixed income instruments include instruments for which quoted prices are available but traded less frequently, instruments whose fair value has been derived using a model where inputs to the model are directly observable in the market, or can be derived principally from or corroborated by observable market data and securities that are valued using other financial instruments, the parameters of which can be directly observed. Level 2 fixed income instruments include corporate debt securities.
• | Alternative Investments—The fair value of alternative investments are measured using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The net asset value per share is based on the fair value of the underlying assets owned by the alternative investment funds, minus its liabilities then divided by the total number of shares outstanding. |
▪ | Limited partnerships—The fair value of limited partnerships are measured using the net asset value practical expedient and have not been categorized in the fair value hierarchy. The net asset value is based on the fair value of the underlying assets owned by the partnership, minus its liabilities then multiplied by the ownership percentage of the pension plans. |
▪ | Insurance contracts—The valuation of these guaranteed annuity insurance contracts is primarily based on quoted prices in active markets with adjustments for unobservable inputs caused by the unique nature of applying investment earnings as part of the participation guarantee. Due to these unobservable inputs and the long-term nature of these investments, the contracts are classified as Level 3. |
The following table summarizes the changes in our Level 3 pension plan assets for the twelve months ended January 3, 2016 and December 28, 2014:
Insurance Contracts | |||||
(in millions) | |||||
Balance, December 29, 2013 | $ | 1.1 | |||
Actual return on plan assets: | |||||
Related to assets held at the reporting date | — | ||||
Related to assets sold during the period | — | ||||
Purchases, sales and settlements, net | (0.2 | ) | |||
Balance, December 28, 2014 | 0.9 | ||||
Actual return on plan assets: | |||||
Related to assets held at the reporting date | — | ||||
Related to assets sold during the period | — | ||||
Purchases, sales and settlements, net | 0.1 | ||||
Balance, January 3, 2016 | $ | 1.0 | |||
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Other Financial Instruments
We determine the fair value of public debt using Level 2 inputs based on quoted market prices. The carrying amount of all other debt approximates fair value as those instruments are based on variable interest rates. The following table presents the fair value and carrying value of total debt as of January 3, 2016 and December 28, 2014:
January 3, 2016 | December 28, 2014 | ||||||||||||||||
Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||
(in millions) | |||||||||||||||||
Debt | $ | 2,336.8 | $ | 2,263.7 | $ | 2,782.0 | $ | 2,701.7 | |||||||||
The carrying amounts of cash and cash equivalents, accounts receivable, notes payable and accounts payable approximate their fair values because of the relatively short-term maturity of these instruments.
NOTE 13: RELATED PARTY TRANSACTIONS
The following table presents amounts owed from and to related parties as of January 3, 2016 and December 28, 2014:
January 3, 2016 | December 28, 2014 | |||||||
(in millions) | ||||||||
Current receivables from related parties | $ | 15.5 | $ | 2.5 | ||||
Total receivables from related parties | $ | 15.5 | $ | 2.5 | ||||
Current payables to related parties | 5.3 | 1.2 | ||||||
Total payables to related parties | $ | 5.3 | $ | 1.2 | ||||
We had sales of $315.6 million, $183.2 million and $10.2 million, during 2015, 2014 and the three months ended December 29, 2013, respectively, to other subsidiaries of WH Group.
One of our vice presidents of our Hog Production segment holds an ownership interest in JCT LLC (JCT). JCT owns certain farms that produce hogs under contract with the Hog Production segment. During 2015, 2014, the eight months ended December 29, 2013 and the twelve months ended April 28, 2013, we paid $1.9 million, $1.7 million, $1.4 million and $6.2 million, respectively, to JCT for the production of hogs. During 2015, the eight months ended December 29, 2013 and the twelve months ended April 28, 2013, we received $0.1 million, $0.2 million and $2.6 million, respectively, from JCT for reimbursement of associated farm and other support costs. We did not receive any reimbursement of associated farm or other support costs from JCT during 2014.
Also, multiple other vice presidents of the Hog Production segment hold ownership interests in Seacoast, LLC, Advantage Farms, LLC, Old Oak Farms LLC, Pork Partners, Inc. and Lisbon 1 Farms Inc. These companies produce and raise hogs for us under contractual arrangements that are consistent with third party grower contracts. During 2015, 2014, the eight months ended December 29, 2013 and the twelve months ended April 28, 2013, we paid service fees of $2.4 million, $2.8 million, $1.1 million and $1.5 million, respectively, to these companies. In 2015, 2014 and the twelve months ended April 28, 2013, we received $0.1 million, $0.1 million and $0.2 million, respectively, from these companies for reimbursement of associated farm and other support costs. We did not receive any reimbursement of associated farm or other support costs during the eight months ended December 29, 2013.
Wendell Murphy, a former director of the Company, and his immediate family members hold ownership interests in multiple farms that conduct business with us. These farms either produce hogs for us or produce and sell feed ingredients to us. In the twelve months ended April 28, 2013, we paid $51.6 million to these entities for hogs, feed ingredients and reimbursement of associated farm and other support costs. As a result of the Merger, Mr. Murphy is no longer a director of the Company.
We believe that the terms of the foregoing arrangements were no less favorable to us than if entered into with unaffiliated companies.
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NOTE 14: REGULATION AND CONTINGENCIES
Like other participants in the industry, we are subject to various laws and regulations administered by federal, state and other government entities, including the United States Environmental Protection Agency (EPA) and corresponding state agencies, as well as the United States Department of Agriculture, the Grain Inspection, Packers and Stockyard Administration, the United States Food and Drug Administration, the United States Occupational Safety and Health Administration, the Commodities and Futures Trading Commission and similar agencies in foreign countries.
We from time to time receive notices and inquiries from regulatory authorities and others asserting that we are not in compliance with such laws and regulations. In some instances, litigation ensues. In addition, individuals may initiate litigation against us.
North Carolina Nuisance Litigation
In July, August and September 2013, 25 complaints were filed in the Superior Court of Wake County, North Carolina by 479 individual plaintiffs against Smithfield and our wholly owned subsidiary, Murphy-Brown alleging causes of action for nuisance and related claims. All 25 complaints were dismissed without prejudice in September and October 2014.
In August, September and October 2014, 25 complaints were filed in the Eastern District of North Carolina by 515 individual plaintiffs against our wholly owned subsidiary, Murphy-Brown, alleging causes of action for nuisance and related claims. The complaints stemmed from the nuisance cases previously filed in the Superior Court of Wake County. On February 23, 2015, all 25 complaints were amended, one complaint was severed into two separate actions, and several additional plaintiffs were joined, bringing the total number of plaintiffs to 541. On June 29, 2015, the Court granted Murphy-Brown's motion to strike certain allegations in the complaints, and plaintiffs subsequently amended all 26 complaints pursuant to the Court's order. Ten plaintiffs dismissed their claims without prejudice. Murphy-Brown filed its answers and affirmative defenses to all 26 complaints on August 31, 2015, and the parties are engaging in discovery. During discovery, several additional plaintiffs dismissed their claims. The 26 currently pending complaints include claims on behalf of 516 plaintiffs and relate to approximately 14 company-owned and 75 contract farms. All 26 complaints include causes of action for temporary nuisance and negligence and seek recovery of an unspecified amount of compensatory, special and punitive damages. The Company believes that the claims are unfounded and intends to defend the suits vigorously.
Our policy for establishing accruals and disclosures for contingent liabilities is contained in Note 1-Summary of Significant Accounting Policies. We established a reserve estimating our expenses to defend against these and similar potential claims on the Successor's opening balance sheet. Consequently, expenses and other liabilities associated with these claims for subsequent periods will not affect our profits or losses unless our reserve proves to be insufficient or excessive. However, legal expenses incurred in our and our subsidiaries’ defense of these claims and any payments made to plaintiffs through unfavorable verdicts or otherwise will negatively impact our cash flows and our liquidity position. Given that these matters are in its very preliminary stages and given the inherent uncertainty of the outcome for these and similar potential claims, we cannot estimate the reasonably possible loss or range of loss for these loss contingencies outside the expenses we will incur to defend against these claims. We will continue to review whether an additional accrual is necessary and whether we have the ability to estimate the reasonably possible loss or range of loss for these matters.
NOTE 15: REPORTABLE SEGMENTS
Our operating segments are determined on the basis of how we internally report and evaluate financial information used to make operating decisions and assess performance. For external reporting purposes, we aggregate operating segments which have similar economic characteristics, products, production processes, types or classes of customers and distribution methods into reportable segments based on a combination of factors, including products produced and geographic areas of operations. Our reportable segments are: Fresh Pork, Packaged Meats, Hog Production, International and Corporate. During all periods presented, our Chief Operating Decision Maker (CODM) has been the Chief Executive Officer of the Company.
Fresh Pork Segment
The Fresh Pork segment consists of our U.S. fresh pork operations. The Fresh Pork segment processes live hogs and produces a wide variety of fresh pork products in the U.S. and markets them nationwide and to numerous foreign markets, including China, Japan, Mexico, Russia and Canada. Fresh pork products include loins, butts, picnics and ribs, among others. The Fresh Pork segment processed 30.5 million hogs during 2015.
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Packaged Meats Segment
The Packaged Meats segment consists of our U.S. packaged meats operations. The Packaged Meats segment utilizes fresh pork and other raw meat products to produce a wide variety of packaged meats products in the U.S. and markets them primarily in the U.S. Packaged meats products include smoked and boiled hams, bacon, sausage, hot dogs (pork, beef and chicken), deli and luncheon meats, speciality products such as pepperoni, dry meat products, and ready-to-eat, prepared foods such as pre-cooked entrees and pre-cooked bacon and sausage. The Packaged Meats segment sales volume totaled 3.0 billion pounds in 2015.
Hog Production Segment
The Hog Production segment consists of our hog production operations located in the U.S. The Hog Production segment operates numerous facilities with approximately 897,000 sows and produced 15.9 million hogs in 2015. The Hog Production segment produces approximately 47% of the Fresh Pork segment's live hog requirements.
The following table shows the percentages of Hog Production segment revenues derived from hogs sold internally and externally, and other products for the periods indicated:
Successor | Predecessor | ||||||||||||||
Twelve Months Ended | Twelve Months Ended | ||||||||||||||
January 3, 2016 | December 28, 2014 | September 27 - December 29, 2013 | April 29 - September 26, 2013 | April 28, 2013 | |||||||||||
Internal hog sales | 76 | % | 79 | % | 81 | % | 80 | % | 77 | % | |||||
External hog sales | 12 | 14 | 12 | 13 | 15 | ||||||||||
Other products (1) | 12 | 7 | 7 | 7 | 8 | ||||||||||
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||
(1) | Consists primarily of grains. |
International Segment
The International segment includes our meat processing and distribution operations in Poland, Romania and the United Kingdom, our interests in meat processing operations in Mexico, our hog production operations located in Poland and Romania, our interests in hog production operations in Mexico, and our former investment in CFG. Our international meat processing operations produce a wide variety of fresh pork, poultry and packaged meats products, including cooked hams, sausages, hot dogs, bacon and canned meats. The International segment processed 4.6 million hogs and sold 463.2 million pounds and 826.7 million pounds of packaged meats and fresh meats, respectively, during 2015.
The following table shows the percentages of International segment revenues derived from packaged meats, fresh meats and hog production for the periods indicated:
——————————————
Successor | Predecessor | ||||||||||||||
Twelve Months Ended | Twelve Months Ended | ||||||||||||||
January 3, 2016 | December 28, 2014 | September 27 - December 29, 2013 | April 29 - September 26, 2013 | April 28, 2013 | |||||||||||
Packaged meats | 43 | % | 41 | % | 42 | % | 46 | % | 49 | % | |||||
Fresh meats (1) | 54 | 55 | 57 | 53 | 50 | ||||||||||
Hog production (2) | 3 | 4 | 1 | 1 | 1 | ||||||||||
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||
(1) | Includes feathers, by-products and rendering. |
(2) | Includes external hog and feed sales. |
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Corporate Segment
The Corporate segment provides management and administrative services to support our other segments.
Segment Results
The following tables present information about the results of operations and the assets of our reportable segments. The information contains certain allocations of expenses that we deem reasonable and appropriate for the evaluation of results of operations. We do not allocate income taxes to segments. Segment assets exclude intersegment account balances as we believe their inclusion would be misleading or not meaningful. We believe all intersegment sales are at prices that approximate market.
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Successor | ||||||||
Twelve Months Ended | ||||||||
January 3, 2016 | December 28, 2014 | |||||||
(in millions) | ||||||||
Segment Profit Information | ||||||||
Sales: | ||||||||
Segment sales— | ||||||||
Fresh Pork (1) | $ | 5,089.9 | $ | 5,780.0 | ||||
Packaged Meats | 7,089.1 | 7,173.0 | ||||||
Hog Production | 3,069.7 | 3,384.6 | ||||||
International | 1,422.8 | 1,654.0 | ||||||
Total segment sales | 16,671.5 | 17,991.6 | ||||||
Intersegment sales— | ||||||||
Fresh Pork (1) | (59.4 | ) | (56.4 | ) | ||||
Packaged Meats | (0.1 | ) | (0.2 | ) | ||||
Hog Production | (2,129.4 | ) | (2,862.8 | ) | ||||
International | (44.2 | ) | (40.9 | ) | ||||
Total intersegment sales | (2,233.1 | ) | (2,960.3 | ) | ||||
Consolidated sales | $ | 14,438.4 | $ | 15,031.3 | ||||
Depreciation and amortization: | ||||||||
Fresh Pork | 62.9 | 59.8 | ||||||
Packaged Meats | 91.0 | 89.9 | ||||||
Hog Production | 47.9 | 47.3 | ||||||
International | 30.3 | 31.6 | ||||||
Corporate | 2.0 | 2.2 | ||||||
Consolidated depreciation and amortization | $ | 234.1 | $ | 230.8 | ||||
Interest (income) expense: | ||||||||
Fresh Pork | — | 0.3 | ||||||
Packaged Meats | (1.3 | ) | (1.2 | ) | ||||
Hog Production | 203.9 | 195.9 | ||||||
International | 8.7 | 12.7 | ||||||
Corporate | (77.5 | ) | (48.3 | ) | ||||
Consolidated interest expense | $ | 133.8 | $ | 159.4 | ||||
(Income) loss from equity method investments | ||||||||
Fresh Pork | (0.8 | ) | (1.2 | ) | ||||
Packaged Meats | (1.6 | ) | (1.1 | ) | ||||
Hog Production | 0.3 | (1.0 | ) | |||||
International | (9.6 | ) | (54.9 | ) | ||||
Consolidated (income) loss from equity method investments | $ | (11.7 | ) | $ | (58.2 | ) | ||
Operating profit (loss): | ||||||||
Fresh Pork | 177.3 | 96.7 | ||||||
Packaged Meats | 673.3 | 459.8 | ||||||
Hog Production | 19.7 | 344.2 | ||||||
International | 66.1 | 155.8 | ||||||
Corporate | (142.6 | ) | (124.9 | ) | ||||
Consolidated operating profit | $ | 793.8 | $ | 931.6 | ||||
——————————————
(1) | We do not reflect transfers of Fresh Pork to Packaged Meats as sales. In WH Group's segment reporting the Fresh Pork segment includes transfers of fresh pork to the Packaged Meats segment as sales. As such, Fresh Pork segment information reported by WH Group includes an additional $1.9 billion, $2.4 billion and $0.6 billion of sales for 2015, 2014 and the three months ended December 29, 2013, respectively. |
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Successor | Predecessor | |||||||||||
Twelve Months Ended | ||||||||||||
September 27 - December 29, 2013 | April 29 - September 26, 2013 | April 28, 2013 | ||||||||||
(in millions) | ||||||||||||
Segment Profit Information | ||||||||||||
Sales: | ||||||||||||
Segment sales— | ||||||||||||
Fresh Pork | $ | 1,347.3 | $ | 2,240.3 | $ | 4,924.1 | ||||||
Packaged Meats | 1,968.9 | 2,541.7 | 6,152.0 | |||||||||
Hog Production | 889.2 | 1,439.1 | 3,135.1 | |||||||||
International | 428.2 | 643.6 | 1,468.5 | |||||||||
Total segment sales | 4,633.6 | 6,864.7 | 15,679.7 | |||||||||
Intersegment sales— | ||||||||||||
Fresh Pork | (12.0 | ) | (19.0 | ) | (39.8 | ) | ||||||
Packaged Meats | (0.2 | ) | — | (1.6 | ) | |||||||
Hog Production | (716.8 | ) | (1,150.3 | ) | (2,380.1 | ) | ||||||
International | (10.4 | ) | (15.9 | ) | (37.1 | ) | ||||||
Total intersegment sales | (739.4 | ) | (1,166.2 | ) | (2,418.8 | ) | ||||||
Consolidated sales | $ | 3,894.2 | $ | 5,679.5 | $ | 13,221.1 | ||||||
Depreciation and amortization: | ||||||||||||
Fresh Pork | 14.3 | 22.2 | 50.2 | |||||||||
Packaged Meats | 22.0 | 38.1 | 85.9 | |||||||||
Hog Production | 10.8 | 28.1 | 63.8 | |||||||||
International | 7.7 | 16.8 | 35.8 | |||||||||
Corporate | 0.6 | 1.3 | 4.2 | |||||||||
Consolidated depreciation and amortization | $ | 55.4 | $ | 106.5 | $ | 239.9 | ||||||
Interest expense (income): | ||||||||||||
Fresh Pork | — | (0.2 | ) | (2.5 | ) | |||||||
Packaged Meats | (0.3 | ) | (0.5 | ) | (3.0 | ) | ||||||
Hog Production | 53.3 | 83.8 | 167.0 | |||||||||
International | 6.0 | 11.1 | 28.2 | |||||||||
Corporate | — | (29.6 | ) | (21.0 | ) | |||||||
Consolidated interest expense | $ | 59.0 | $ | 64.6 | $ | 168.7 | ||||||
(Income) loss from equity method investments | ||||||||||||
Fresh Pork | (0.1 | ) | (0.4 | ) | (0.9 | ) | ||||||
Packaged Meats | 0.3 | (1.1 | ) | (0.6 | ) | |||||||
Hog Production | (0.1 | ) | (0.1 | ) | 0.1 | |||||||
International | 2.5 | 2.1 | (13.6 | ) | ||||||||
Consolidated (income) loss from equity method investments | $ | 2.6 | $ | 0.5 | $ | (15.0 | ) | |||||
Operating profit (loss): | ||||||||||||
Fresh Pork | 96.0 | (50.7 | ) | 161.6 | ||||||||
Packaged Meats | 81.7 | 149.2 | 470.0 | |||||||||
Hog Production | (40.6 | ) | 81.4 | (119.1 | ) | |||||||
International | 25.4 | 15.9 | 108.2 | |||||||||
Corporate | (51.3 | ) | (66.6 | ) | (101.4 | ) | ||||||
Consolidated operating profit | $ | 111.2 | $ | 129.2 | $ | 519.3 | ||||||
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Segment Asset Information | |||||||||
January 3, 2016 | December 28, 2014 | ||||||||
(in millions) | |||||||||
Total assets: | |||||||||
Fresh Pork and Packaged Meats (1) | $ | 3,812.5 | $ | 3,807.5 | |||||
Hog Production | 2,138.8 | 2,142.9 | |||||||
International | 1,135.5 | 1,536.2 | |||||||
Corporate (2) | 2,807.2 | 2,644.9 | |||||||
Consolidated total assets | $ | 9,894.0 | $ | 10,131.5 | |||||
Investments: | |||||||||
Fresh Pork and Packaged Meats (1) | 22.2 | 21.1 | |||||||
Hog Production | 3.5 | 3.9 | |||||||
International | 116.6 | 472.8 | |||||||
Corporate | 0.2 | 0.2 | |||||||
Consolidated investments | $ | 142.5 | $ | 498.0 | |||||
——————————————
(1) | Given the nature of the Fresh Pork and Packaged Meats operations, many of their assets are shared and not allocated. Accordingly, we have disclosed the assets on a combined basis, consistent with how they are reported to the CODM. |
(2) | $1.2 billion of trademarks related to our domestic brands are owned by certain holding companies included within Corporate. Additionally, $626.7 million and $660.5 million of accounts receivable were held by the SPV and included within Corporate as of January 3, 2016 and December 28, 2014, respectively (see Note 7—Debt for further information). |
Successor | Predecessor | |||||||||||||||||||
Twelve Months Ended | Twelve Months Ended | |||||||||||||||||||
January 3, 2016 | December 28, 2014 | September 27 - December 29, 2013 | April 29 - September 26, 2013 | April 28, 2013 | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Capital expenditures: | ||||||||||||||||||||
Fresh Pork and Packaged Meats (1) | $ | 202.3 | $ | 120.9 | $ | 27.1 | $ | 80.0 | $ | 156.9 | ||||||||||
Hog Production | 102.5 | 132.4 | 37.4 | 51.6 | 90.0 | |||||||||||||||
International | 62.3 | 48.1 | 5.3 | 7.6 | 24.8 | |||||||||||||||
Corporate | 8.1 | — | 0.1 | 0.6 | 6.3 | |||||||||||||||
Consolidated capital expenditures | $ | 375.2 | $ | 301.4 | $ | 69.9 | $ | 139.8 | $ | 278.0 | ||||||||||
——————————————
(1) | Given the nature of the Fresh Pork and Packaged Meats operations, many of their assets are shared and not allocated. Accordingly, we have disclosed the capital expenditures on a combined basis, consistent with how they are reported to the CODM. |
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The following table shows the change in the carrying amount of goodwill by reportable segment for the periods noted:
Fresh Pork | Packaged Meats | International | Hog Production | Total | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Balance, December 29, 2013 | $ | 25.1 | $ | 1,518.9 | $ | 74.5 | $ | 4.0 | $ | 1,622.5 | ||||||||||
Purchase accounting adjustments (1) | 2.3 | (0.6 | ) | 7.4 | (0.1 | ) | 9.0 | |||||||||||||
Other goodwill adjustments (2) | 4.8 | — | (10.1 | ) | — | (5.3 | ) | |||||||||||||
Balance, December 28, 2014 | 32.2 | 1,518.3 | 71.8 | 3.9 | 1,626.2 | |||||||||||||||
Other goodwill adjustments (2) | — | — | (6.7 | ) | — | (6.7 | ) | |||||||||||||
Balance, January 3, 2016 | $ | 32.2 | $ | 1,518.3 | $ | 65.1 | $ | 3.9 | $ | 1,619.5 | ||||||||||
(1) | Purchase accounting adjustments relate to adjustments recognized in connection with the purchase price allocation due to the Merger. We consider these adjustments immaterial to the Successor opening balance sheet and as such, did not retrospectively apply the adjustments to the Successor opening balance sheet. |
(2) | Other goodwill adjustments primarily include the effects of foreign currency translation and an immaterial business acquisition during the second quarter of 2014. |
The following table presents our consolidated sales attributed to operations by geographic area for the periods noted:
Successor | Predecessor | |||||||||||||||||||
Twelve Months Ended | Twelve Months Ended | |||||||||||||||||||
January 3, 2016 | December 28, 2014 | September 27 - December 29, 2013 | April 29 - September 26, 2013 | April 28, 2013 | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Sales: | ||||||||||||||||||||
U.S. | $ | 13,059.8 | $ | 13,418.2 | $ | 3,476.4 | $ | 5,051.8 | $ | 11,789.7 | ||||||||||
International | 1,378.6 | 1,613.1 | 417.8 | 627.7 | 1,431.4 | |||||||||||||||
Total sales | $ | 14,438.4 | $ | 15,031.3 | $ | 3,894.2 | $ | 5,679.5 | $ | 13,221.1 | ||||||||||
The following table presents our long-lived assets attributed to operations by geographic area as of January 3, 2016 and December 28, 2014:
January 3, 2016 | December 28, 2014 | |||||||
(in millions) | ||||||||
Long-lived assets: | ||||||||
U.S. | $ | 5,169.4 | $ | 5,386.8 | ||||
International | 983.6 | 996.1 | ||||||
Total long-lived assets | $ | 6,153.0 | $ | 6,382.9 | ||||
NOTE 16: SUPPLEMENTAL CASH FLOW INFORMATION
Successor | Predecessor | |||||||||||||||||||
Twelve Months Ended | Twelve Months Ended | |||||||||||||||||||
January 3, 2016 | December 28, 2014 | September 27 - December 29, 2013 | April 29 - September 26, 2013 | April 28, 2013 | ||||||||||||||||
Supplemental disclosures of cash flow information: | (in millions) | |||||||||||||||||||
Interest paid, including capitalized interest | $ | (157.6 | ) | $ | (182.1 | ) | $ | (10.9 | ) | $ | (76.4 | ) | $ | (147.9 | ) | |||||
Income taxes (paid) refunded, net | (153.4 | ) | (178.8 | ) | (0.1 | ) | 43.8 | (3.7 | ) | |||||||||||
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NOTE 17: QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
First | Second | Third | Fourth | Total | ||||||||||||||||
(in millions) | ||||||||||||||||||||
2015 | ||||||||||||||||||||
Sales | $ | 3,616.5 | $ | 3,486.6 | $ | 3,406.1 | $ | 3,929.2 | $ | 14,438.4 | ||||||||||
Gross profit | 406.1 | 418.5 | 385.0 | 545.8 | 1,755.4 | |||||||||||||||
Operating profit | 188.2 | 186.1 | 153.7 | 265.8 | 793.8 | |||||||||||||||
Net income (1) | 97.0 | 104.2 | 83.3 | 167.8 | 452.3 | |||||||||||||||
2014 | ||||||||||||||||||||
Sales | $ | 3,422.1 | $ | 3,814.0 | $ | 3,702.3 | $ | 4,092.9 | $ | 15,031.3 | ||||||||||
Gross profit | 396.7 | 468.5 | 454.0 | 456.4 | 1,775.6 | |||||||||||||||
Operating profit | 196.4 | 260.2 | 250.1 | 224.9 | 931.6 | |||||||||||||||
Net income | 105.3 | 142.9 | 155.3 | 152.6 | 556.1 | |||||||||||||||
——————————————
(1) | Net income in the first quarter included loss on debt extinguishment of $12.8 million. |
NOTE 18: SUBSEQUENT EVENTS
In January 2016, we made a $125.0 million voluntary contribution to fund our qualified pension plans. In March 2016, we paid a $73.6 million dividend to our parent company, recorded as a reduction to retained earnings.
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Schedule II
SMITHFIELD FOODS, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(in millions)
Column A | Column B | Column C Additions | Column D | Column E | ||||||||||||||||||
Description | Balance at Beginning of Period | Charged to costs and expenses | Charged to other accounts (1) | Deductions | Balance at End of Period | |||||||||||||||||
Reserve for uncollectible accounts receivable: | ||||||||||||||||||||||
Twelve months ended January 3, 2016 | Successor | $ | 7.5 | $ | 0.6 | $ | — | $ | (1.5 | ) | $ | 6.6 | ||||||||||
Twelve months ended December 28, 2014 | Successor | 3.2 | 4.5 | — | (0.2 | ) | 7.5 | |||||||||||||||
Three months ended December 29, 2013 | Successor | — | 3.8 | 0.1 | (0.7 | ) | 3.2 | |||||||||||||||
Five months ended September 26, 2013 | Predecessor | 14.6 | 1.7 | — | (1.2 | ) | 15.1 | |||||||||||||||
Twelve months ended April 28, 2013 | Predecessor | 16.0 | 2.7 | (0.3 | ) | (3.8 | ) | 14.6 | ||||||||||||||
Lower of cost or market allowance: | ||||||||||||||||||||||
Twelve months ended January 3, 2016 | Successor | $ | 17.2 | $ | 2.7 | $ | (0.2 | ) | $ | (0.3 | ) | $ | 19.4 | |||||||||
Twelve months ended December 28, 2014 | Successor | 10.2 | 7.8 | 1.4 | (2.2 | ) | 17.2 | |||||||||||||||
Three months ended December 29, 2013 | Successor | — | 11.2 | — | (1.0 | ) | 10.2 | |||||||||||||||
Five months ended September 26, 2013 | Predecessor | 17.1 | 4.3 | 0.3 | (3.8 | ) | 17.9 | |||||||||||||||
Twelve months ended April 28, 2013 | Predecessor | 15.5 | 5.4 | (0.1 | ) | (3.7 | ) | 17.1 | ||||||||||||||
Deferred tax valuation allowance: | ||||||||||||||||||||||
Twelve months ended January 3, 2016 | Successor | $ | 34.9 | $ | 0.8 | $ | (2.0 | ) | $ | (14.5 | ) | $ | 19.2 | |||||||||
Twelve months ended December 28, 2014 | Successor | 42.3 | 3.3 | (3.4 | ) | (7.3 | ) | 34.9 | ||||||||||||||
Three months ended December 29, 2013 | Successor | 37.7 | 1.2 | 14.6 | (11.2 | ) | 42.3 | |||||||||||||||
Five months ended September 26, 2013 | Predecessor | 43.5 | 1.3 | 0.5 | (7.6 | ) | 37.7 | |||||||||||||||
Twelve months ended April 28, 2013 | Predecessor | 54.6 | 7.2 | (0.4 | ) | (17.9 | ) | 43.5 | ||||||||||||||
——————————————
(1) | Activity primarily includes the reserves recorded in connection with the creation of the opening balance sheets of entities acquired and currency translation adjustments. |
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ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
ITEM 9A. | CONTROLS AND PROCEDURES |
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), regarding the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as of January 3, 2016. Based on that evaluation, management, including the CEO and CFO, has concluded that our disclosure controls and procedures were effective as of January 3, 2016.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) of the Securities Exchange Act of 1934. Our internal control system was designed to provide reasonable assurance to management and the board of directors regarding the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 3, 2016. In making this assessment, we used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 framework). Based on this evaluation under the framework in Internal Control – Integrated Framework issued by COSO, management concluded that our internal control over financial reporting was effective as of January 3, 2016.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
In the quarter ended January 3, 2016, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. | OTHER INFORMATION |
Not applicable.
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PART III
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Information required by this Item regarding our executive officers is included in Part I of this report on Form 10-K.
The information required by this Item will be contained in a Form 10-K/A to be filed with the SEC, which is expected to be filed not later than 120 days after the end of our twelve month period ended January 3, 2016.
ITEM 11. | EXECUTIVE COMPENSATION |
The information required by this Item will be contained in a Form 10-K/A to be filed with the SEC, which is expected to be filed not later than 120 days after the end of our twelve month period ended January 3, 2016.
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The information required by this Item will be contained in a Form 10-K/A to be filed with the SEC, which is expected to be filed not later than 120 days after the end of our twelve month period ended January 3, 2016.
ITEM 13. | CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
The information required by this Item will be contained in a Form 10-K/A to be filed with the SEC, which is expected to be filed not later than 120 days after the end of our twelve month period ended January 3, 2016.
ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
The information required by this Item will be contained in a Form 10-K/A to be filed with the SEC, which is expected to be filed not later than 120 days after the end of our twelve month period ended January 3, 2016.
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PART IV
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
The following documents are filed as part of this report:
1. Financial Statements:
▪ | Consolidated Statements of Income - for the twelve months ended January 3, 2016 (Successor); for the twelve months ended December 28, 2014 (Successor); September 27, 2013 to December 29, 2013 (Successor); April 29, 2013 to September 26, 2013 (Predecessor) and for the twelve months ended April 28, 2013 (Predecessor) |
▪ | Consolidated Statements of Comprehensive Income - for the twelve months ended January 3, 2016 (Successor); for the twelve months ended December 28, 2014 (Successor); September 27, 2013 to December 29, 2013 (Successor); April 29, 2013 to September 26, 2013 (Predecessor) and for the twelve months ended April 28, 2013 (Predecessor) |
▪ | Consolidated Balance Sheets as of January 3, 2016 and December 28, 2014 |
▪ | Consolidated Statements of Cash Flows - for the twelve months ended January 3, 2016 (Successor); for the twelve months ended December 28, 2014 (Successor); September 27, 2013 to December 29, 2013 (Successor); April 29, 2013 to September 26, 2013 (Predecessor) and for the twelve months ended April 28, 2013 (Predecessor) |
▪ | Consolidated Statements of Shareholder's Equity - for the twelve months ended January 3, 2016 (Successor); for the twelve months ended December 28, 2014 (Successor); September 27, 2013 to December 29, 2013 (Successor); April 29, 2013 to September 26, 2013 (Predecessor) and for the twelve months ended April 28, 2013 (Predecessor) |
▪ | Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements |
2. Financial Statement Schedule – Schedule II—Valuation and Qualifying Accounts
Certain financial statement schedules are omitted because they are not applicable or the required information is included herein or is shown in the consolidated financial statements or related notes filed as part of this report.
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3. Exhibits
Exhibit 2.1 | — | Agreement and Plan of Merger, dated as of May 28, 2013, by and among Shuanghui International Holdings Limited, Sun Merger Sub, Inc. and the Company (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 29, 2013). |
Exhibit 3.1 | — | Amended and Restated Articles of Incorporation of Smithfield Foods, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2013). |
Exhibit 3.2 | — | Amended and Restated Bylaws of Smithfield Foods, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2013). |
Exhibit 4.1(a) | — | Indenture-Senior Debt Securities, dated June 1, 2007, between the Company and U.S. Bank National Association as trustee (incorporated by reference to Exhibit 4.10(a) to the Company’s Annual Report on Form 10-K filed with the SEC on June 28, 2007). |
Exhibit 4.1(b) | — | First Supplemental Indenture to the Indenture-Senior Debt Securities between the Company and U.S. Bank National Association, as trustee, dated as of June 22, 2007 regarding the issuance by the Company of the 2007 7.750% Senior Notes due 2017 (incorporated by reference to Exhibit 4.10(b) to the Company’s Annual Report on Form 10-K filed with the SEC on June 28, 2007). |
Exhibit 4.1(c) | — | Amendment No. 1 to First Supplemental Indenture, dated as of July 8, 2013, between the Company and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on September 6, 2013). |
Exhibit 4.1(d) | — | Second Supplemental Indenture to the Indenture-Senior Debt Securities between the Company and U.S. Bank National Association, as trustee, dated as of July 8, 2008 regarding the issuance by the Company of the 2008 4.00% Convertible Senior Notes due 2013 (incorporated by reference to Exhibit 4.8 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on September 5, 2008). |
Exhibit 4.1(e) | — | Third Supplemental Indenture to the Indenture-Senior Debt Securities between the Company and U.S. Bank National Association, as trustee, dated as of August 1, 2012 regarding the issuance by the Company of the 2012 6.625% Senior Notes due 2022 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2012). |
Exhibit 4.1(f) | — | Form of 6.625% Senior Note Due 2022 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2012). |
Exhibit 4.2(a) | — | Indenture, dated as of July 31, 2013, between Sun Merger Sub, Inc. (which merged with and into Smithfield Foods, Inc.) and U.S. Bank National Association (relating to the issuance of $500,000,000 5.250% Senior Notes due 2018 (the “2018 Notes”)) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2013). |
Exhibit 4.2(b) | — | First Supplemental Indenture, dated as of September 26, 2013, between Smithfield Foods, Inc. and U.S. Bank National Association (relating to the 2018 Notes) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2013). |
Exhibit 4.3(a) | — | Indenture, dated as of July 31, 2013, between Sun Merger Sub, Inc. (which merged with and into Smithfield Foods, Inc.) and U.S. Bank National Association (relating to the issuance of $400,000,000 5.875% Senior Notes due 2021 (the “2021 Notes”)) (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2013). |
Exhibit 4.3(b) | — | First Supplemental Indenture, dated as of September 26, 2013, between Smithfield Foods, Inc. and U.S. Bank National Association (relating to the 2021 Notes) (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2013). |
Registrant hereby agrees to furnish the SEC, upon request, other instruments defining the rights of holders of long-term debt of the Registrant. | ||
Exhibit 10.1(a)** | — | Smithfield Foods, Inc. Change in Control Executive Severance Plan (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on September 8, 2010). |
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Exhibit 10.1(b)** | — | Amendment No. 1 to Smithfield Foods, Inc. Change in Control Executive Severance Plan, dated May 28, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2013). |
Exhibit 10.2 | — | Second Amended and Restated Term Loan Agreement, dated as of May 6, 2015, among the Company, certain subsidiaries of the Company that may from time to time be party thereto, the lenders from time to time party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2015). |
Exhibit 10.3(a) | — | Amended and Restated Intercreditor Agreement, dated as June 9, 2011, among Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.“Rabobank Nederland”, New York Branch, as administrative agent for the ABL Parties, U.S. Bank National Association, as collateral agent for the Term Debt Secured Parties, Smithfield Receivables Funding LLC, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.“Rabobank Nederland”, New York Branch, as Administrative Agent under the Credit and Security Agreement and each of the Loan Parties party thereto (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed with the SEC on June 18, 2012). |
Exhibit 10.3(b) | — | First Amendment to Amended and Restated Intercreditor Agreement, dated as of January 31, 2013, among Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.“Rabobank Nederland”, New York Branch, as administrative agent for the ABL Parties, Smithfield Receivables Funding LLC, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.“Rabobank Nederland”, New York Branch, as Administrative Agent under the Credit and Security Agreement and each of the Loan Parties party thereto (incorporated by reference to Exhibit 10.10(b) to the Company’s Annual Report on Form 10-K filed with the SEC on June 18, 2013). |
Exhibit 10.4(a) | — | Third Amended and Restated Credit Agreement, dated as of April 2, 2015, among the Company, the subsidiaries of the Company party thereto, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch , as Administrative Agent, the lenders party thereto, and the other agents and arrangers party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on April 7, 2015). |
Exhibit 10.4(b) | — | Third Amended and Restated Pledge and Security Agreement, dated as of April 2, 2015, among the Company, the subsidiaries of the Company party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on April 7, 2015). |
Exhibit 10.5(a) | — | Second Amended and Restated Receivables Sale Agreement, dated as of April 28, 2014, among the Company, SFFC, Inc., Smithfield of Canada, Ltd., Smithfield Farmland Sales Corp., Patrick Cudahy, LLC, Premium Pet Health, LLC, John Morrell & Co., Smithfield Global Products, Inc., Smithfield Specialty Foods Group, LLC, Armour-Eckrich Meats LLC and Smithfield Receivables Funding LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2014). |
Exhibit 10.5(b) | — | Amendment No. 1 to Second Amended and Restated Receivables Sale Agreement, dated as of December 9, 2014, among the Company, SFFC, Inc., Smithfield Farmland Sales Corp., Premium Pet Health, LLC, Patrick Cudahy, LLC, John Morrell & Co., Smithfield Global Products, Inc., Smithfield Specialty Foods Group, LLC, Armour-Eckrich Meats LLC and Smithfield Receivables Funding LLC (incorporated by reference to Exhibit 10.5(b) to the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2015). |
Exhibit 10.6(a) | — | Second Amended and Restated Credit and Security Agreement, dated as of April 28, 2014, among Smithfield Receivables Funding LLC, the Company, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as the Administrative Agent and Letter of Credit Issuer, and the Lenders and Co-Agents from time to time party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2014). |
Exhibit 10.6(b) | — | Amendment No. 1 to Second Amended and Restated Credit and Security Agreement, dated as of December 9, 2014, among Smithfield Receivables Funding LLC, the Company, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as the Administrative Agent and Letter of Credit Issuer, and the Lenders and Co-Agents from time to time party thereto (incorporated by reference to Exhibit 10.6(b) to the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2015). |
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Exhibit 10.7** | — | Smithfield Foods, Inc. Retention Bonus Plan, dated as of September 26, 2013 (incorporated by reference to Exhibit 10.10 to the Company’s Transition Report on Form 10-K filed with the SEC on March 20, 2014). |
Exhibit 10.8(a)** | — | Noncompete, Nonsolicitation and Nondisclosure Agreement by and between Smithfield Foods, Inc. and C. Larry Pope, dated as of September 25, 2013 (incorporated by reference to Exhibit 10.11(a) to the Company’s Transition Report on Form 10-K filed with the SEC on March 20, 2014). |
Exhibit 10.8(b)** | — | Noncompete, Nonsolicitation and Nondisclosure Agreement by and between Smithfield Foods, Inc. and Robert W. Manly IV, dated as of September 25, 2013 (incorporated by reference to Exhibit 10.11(b) to the Company’s Transition Report on Form 10-K filed with the SEC on March 20, 2014). |
Exhibit 10.8(c)** | — | Noncompete, Nonsolicitation and Nondisclosure Agreement by and between Smithfield Foods, Inc. and Dennis H. Treacy, dated as of September 25, 2013. (incorporated by reference to Exhibit 10.11(c) to the Company’s Transition Report on Form 10-K filed with the SEC on March 20, 2014). |
Exhibit 10.9 | — | Letter of Credit Agreement, dated as of July 12, 2013, among the Company and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as Issuer (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on July 15, 2013). |
Exhibit 10.10 | — | Share Purchase Agreement, dated as of June 3, 2015, by and between Smithfield Foods, Inc. and Alfa S.A.B. de C.V (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on June 12, 2015). |
Exhibit 21* | — | Subsidiaries of the Company |
Exhibit 31.1* | — | Certification of Kenneth M. Sullivan, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
Exhibit 31.2* | — | Certification of Glenn T. Nunziata, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
Exhibit 101* | — | The following financial statements from Smithfield Foods, Inc.'s Annual Report on Form 10-K for the year ended January 3, 2016, formatted in XBRL: (i) Consolidated Statements of Income, (i) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements. |
——————————————
* | Filed herewith. |
** | Management contract or compensatory plan or arrangement of the Company required to be filed as an exhibit. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
REGISTRANT: SMITHFIELD FOODS, INC. | ||
By: | /s/ KENNETH M. SULLIVAN | |
Kenneth M. Sullivan President and Chief Executive Officer | ||
Date: March 29, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | Title | Date |
/s/ WAN LONG | Chairman of the Board and Director | March 29, 2016 |
Wan Long | ||
/s/ KENNETH M. SULLIVAN | President, Chief Executive Officer and Director | March 29, 2016 |
Kenneth M. Sullivan | ||
/s/ GLENN T. NUNZIATA | Executive Vice President, Chief Financial Officer | March 29, 2016 |
Glenn T. Nunziata | (Principal Financial Officer and Principal Accounting Officer) | |
/s/ JIAO SHUGE | Director | March 29, 2016 |
Jiao Shuge | ||
/s/ GORDON LIJUN GUO | Director | March 29, 2016 |
Gordon Lijun GUO | ||
/s/ HANK SHENGHUA HE | Director | March 29, 2016 |
Hank Shenghua HE | ||
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