Virginia | 52-0845861 | |||
(State of Incorporation) | (I.R.S. Employer Identification Number) |
Large accelerated filer | x | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | o |
PAGE | ||
PART I-FINANCIAL INFORMATION | ||
Item 1. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
PART II-OTHER INFORMATION | ||
Item 1. | ||
Item 1A. | ||
Item 2. | ||
Item 3. | ||
Item 4. | Mine Safety Disclosures | |
Item 5. | ||
Item 6. | ||
Three Months Ended | Nine Months Ended | |||||||||||||||
January 29, 2012 | January 30, 2011 | January 29, 2012 | January 30, 2011 | |||||||||||||
(unaudited) | (unaudited) | |||||||||||||||
Sales | $ | 3,478.3 | $ | 3,186.2 | $ | 9,885.1 | $ | 9,086.3 | ||||||||
Cost of sales | 3,098.5 | 2,729.0 | 8,678.6 | 7,828.7 | ||||||||||||
Gross profit | 379.8 | 457.2 | 1,206.5 | 1,257.6 | ||||||||||||
Selling, general and administrative expenses | 187.3 | 220.3 | 626.8 | 594.1 | ||||||||||||
Gain on fire insurance recovery | — | (120.6 | ) | — | (120.6 | ) | ||||||||||
Equity in loss (income) of affiliates | 22.0 | (15.2 | ) | 11.3 | (44.3 | ) | ||||||||||
Operating profit | 170.5 | 372.7 | 568.4 | 828.4 | ||||||||||||
Interest expense | 42.3 | 60.3 | 134.6 | 194.4 | ||||||||||||
Loss on debt extinguishment | 4.6 | 14.1 | 12.2 | 21.4 | ||||||||||||
Income before income taxes | 123.6 | 298.3 | 421.6 | 612.6 | ||||||||||||
Income tax expense | 44.6 | 95.7 | 139.8 | 190.0 | ||||||||||||
Net income | $ | 79.0 | $ | 202.6 | $ | 281.8 | $ | 422.6 | ||||||||
Net income per share: | ||||||||||||||||
Basic | $ | .49 | $ | 1.22 | $ | 1.73 | $ | 2.55 | ||||||||
Diluted | $ | .49 | $ | 1.21 | $ | 1.72 | $ | 2.53 | ||||||||
Weighted average shares outstanding: | ||||||||||||||||
Basic | 161.0 | 166.0 | 163.1 | 166.0 | ||||||||||||
Effect of dilutive shares | 1.8 | 1.2 | 1.1 | 1.2 | ||||||||||||
Diluted | 162.8 | 167.2 | 164.2 | 167.2 |
January 29, 2012 | May 1, 2011 | |||||||
(unaudited) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 163.6 | $ | 374.7 | ||||
Accounts receivable, net | 665.6 | 709.6 | ||||||
Inventories | 2,121.7 | 2,019.9 | ||||||
Prepaid expenses and other current assets | 128.9 | 233.7 | ||||||
Total current assets | 3,079.8 | 3,337.9 | ||||||
Property, plant and equipment, net | 2,243.6 | 2,309.1 | ||||||
Goodwill | 766.8 | 793.3 | ||||||
Investments | 506.4 | 582.5 | ||||||
Intangible assets, net | 383.0 | 386.6 | ||||||
Other assets | 168.6 | 202.4 | ||||||
Total assets | $ | 7,148.2 | $ | 7,611.8 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Current portion of long-term debt and capital lease obligations | $ | 71.3 | $ | 143.7 | ||||
Accounts payable | 395.5 | 434.4 | ||||||
Accrued expenses and other current liabilities | 590.1 | 649.8 | ||||||
Total current liabilities | 1,056.9 | 1,227.9 | ||||||
Long-term debt and capital lease obligations | 1,907.1 | 1,978.6 | ||||||
Other liabilities | 672.1 | 856.7 | ||||||
Redeemable noncontrolling interests | 2.0 | 2.0 | ||||||
Commitments and contingencies | ||||||||
Equity: | ||||||||
Shareholders' equity: | ||||||||
Preferred stock, $1.00 par value, 1,000,000 authorized shares | — | — | ||||||
Common stock, $.50 par value, 500,000,000 authorized shares; 161,064,895 and 166,080,231 issued and outstanding | 80.5 | 83.0 | ||||||
Additional paid-in capital | 1,590.1 | 1,638.7 | ||||||
Stock held in trust | (67.8 | ) | (66.7 | ) | ||||
Retained earnings | 2,288.0 | 2,059.7 | ||||||
Accumulated other comprehensive loss | (381.2 | ) | (169.2 | ) | ||||
Total shareholders’ equity | 3,509.6 | 3,545.5 | ||||||
Noncontrolling interests | 0.5 | 1.1 | ||||||
Total equity | 3,510.1 | 3,546.6 | ||||||
Total liabilities and equity | $ | 7,148.2 | $ | 7,611.8 |
Nine Months Ended | ||||||||
January 29, 2012 | January 30, 2011 | |||||||
(unaudited) | ||||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 281.8 | $ | 422.6 | ||||
Adjustments to reconcile net cash flows from operating activities: | ||||||||
Depreciation and amortization | 182.4 | 174.2 | ||||||
Gain on fire insurance recovery | — | (120.6 | ) | |||||
Gain on sale of property, plant and equipment, including breeding stock | (25.3 | ) | (24.2 | ) | ||||
Equity in loss (income) of affiliates | 11.3 | (44.3 | ) | |||||
Pension expense | 42.9 | 61.4 | ||||||
Pension contributions | (132.1 | ) | (107.0 | ) | ||||
Changes in operating assets and liabilities and other, net | (150.3 | ) | 28.5 | |||||
Net cash flows from operating activities | 210.7 | 390.6 | ||||||
Cash flows from investing activities: | ||||||||
Capital expenditures | (199.0 | ) | (112.1 | ) | ||||
Dispositions, including Butterball, LLC | — | 228.8 | ||||||
Insurance proceeds | — | 120.6 | ||||||
Net disposals of breeding stock | 4.3 | 21.5 | ||||||
Proceeds from the sale of property, plant and equipment | 5.6 | 21.7 | ||||||
Other | (0.1 | ) | 0.1 | |||||
Net cash flows from investing activities | (189.2 | ) | 280.6 | |||||
Cash flows from financing activities: | ||||||||
Principal payments on long-term debt and capital lease obligations | (149.7 | ) | (550.1 | ) | ||||
Net proceeds from revolving credit facilities and notes payable | 18.4 | 33.4 | ||||||
Repurchase of common stock | (110.6 | ) | — | |||||
Change in cash collateral | 23.9 | (25.8 | ) | |||||
Debt issuance costs and other | (9.9 | ) | 0.8 | |||||
Net cash flows from financing activities | (227.9 | ) | (541.7 | ) | ||||
Effect of foreign exchange rate changes on cash | (4.7 | ) | (2.8 | ) | ||||
Net change in cash and cash equivalents | (211.1 | ) | 126.7 | |||||
Cash and cash equivalents at beginning of period | 374.7 | 451.2 | ||||||
Cash and cash equivalents at end of period | $ | 163.6 | $ | 577.9 |
NOTE 1: | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE 2: | DISPOSAL OF LONG-LIVED ASSETS |
NOTE 3: | INVENTORIES |
January 29, 2012 | May 1, 2011 | |||||||
(in millions) | ||||||||
Livestock | $ | 978.5 | $ | 963.9 | ||||
Fresh and packaged meats | 913.6 | 854.1 | ||||||
Grains | 115.4 | 89.8 | ||||||
Manufacturing supplies | 63.5 | 60.0 | ||||||
Other | 50.7 | 52.1 | ||||||
Total inventories | $ | 2,121.7 | $ | 2,019.9 |
NOTE 4: | DERIVATIVE FINANCIAL INSTRUMENTS |
Assets | Liabilities | |||||||||||||||
January 29, 2012 | May 1, 2011 | January 29, 2012 | May 1, 2011 | |||||||||||||
(in millions) | (in millions) | |||||||||||||||
Derivatives using the "hedge accounting" method: | ||||||||||||||||
Grain contracts | $ | 9.8 | $ | 46.2 | $ | 5.9 | $ | 4.8 | ||||||||
Livestock contracts | 16.8 | 22.9 | 3.4 | 29.5 | ||||||||||||
Interest rate contracts | — | — | — | 2.3 | ||||||||||||
Foreign exchange contracts | 0.1 | 0.2 | 1.2 | — | ||||||||||||
Total | 26.7 | 69.3 | 10.5 | 36.6 | ||||||||||||
Derivatives using the "mark-to-market" method: | ||||||||||||||||
Grain contracts | 10.6 | 38.3 | 7.9 | 4.7 | ||||||||||||
Livestock contracts | 3.4 | 1.7 | 1.1 | 8.0 | ||||||||||||
Energy contracts | 0.2 | 1.0 | 9.8 | 0.1 | ||||||||||||
Foreign exchange contracts | 2.1 | 0.3 | 3.0 | 1.9 | ||||||||||||
Total | 16.3 | 41.3 | 21.8 | 14.7 | ||||||||||||
Total fair value of derivative instruments | $ | 43.0 | $ | 110.6 | $ | 32.3 | $ | 51.3 |
Minimum | Maximum | Metric | ||||||
Commodities: | ||||||||
Corn | 26,705,000 | 53,210,000 | Bushels | |||||
Soybean meal | 223,700 | 877,722 | Tons | |||||
Lean hogs | 469,720,000 | 960,360,000 | Pounds | |||||
Interest rate | — | 200,000,000 | U.S. Dollars | |||||
Foreign currency (1) | 22,959,793 | 57,558,223 | U.S. Dollars |
(1) | Amounts represent the U.S. dollar equivalent of various foreign currency contracts. |
Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Derivative (Effective Portion) | Gains (Losses) Reclassified from Accumulated Other Comprehensive Loss into Earnings (Effective Portion) | Gains (Losses) Recognized in Earnings on Derivative (Ineffective Portion) | ||||||||||||||||||||||
Three Months Ended | Three Months Ended | Three Months Ended | ||||||||||||||||||||||
January 29, 2012 | January 30, 2011 | January 29, 2012 | January 30, 2011 | January 29, 2012 | January 30, 2011 | |||||||||||||||||||
(in millions) | (in millions) | (in millions) | ||||||||||||||||||||||
Commodity contracts: | ||||||||||||||||||||||||
Grain contracts | $ | (4.3 | ) | $ | 53.8 | $ | 6.0 | $ | 33.1 | $ | — | $ | 0.3 | |||||||||||
Lean hog contracts | 23.7 | (100.8 | ) | 7.0 | 0.4 | 0.4 | (0.8 | ) | ||||||||||||||||
Interest rate contracts | — | — | 2.4 | (1.8 | ) | — | — | |||||||||||||||||
Foreign exchange contracts | (10.1 | ) | — | (3.6 | ) | — | — | — | ||||||||||||||||
Total | $ | 9.3 | $ | (47.0 | ) | $ | 11.8 | $ | 31.7 | $ | 0.4 | $ | (0.5 | ) | ||||||||||
Nine Months Ended | Nine Months Ended | Nine Months Ended | ||||||||||||||||||||||
January 29, 2012 | January 30, 2011 | January 29, 2012 | January 30, 2011 | January 29, 2012 | January 30, 2011 | |||||||||||||||||||
(in millions) | (in millions) | (in millions) | ||||||||||||||||||||||
Commodity contracts: | ||||||||||||||||||||||||
Grain contracts | $ | (20.9 | ) | $ | 146.0 | $ | 74.1 | $ | 30.4 | $ | (0.1 | ) | $ | 1.0 | ||||||||||
Lean hog contracts | 53.0 | (69.2 | ) | 12.1 | (19.3 | ) | (0.7 | ) | (0.7 | ) | ||||||||||||||
Interest rate contracts | — | (1.2 | ) | — | (5.3 | ) | — | — | ||||||||||||||||
Foreign exchange contracts | (5.6 | ) | (3.9 | ) | (3.2 | ) | (2.7 | ) | — | — | ||||||||||||||
Total | $ | 26.5 | $ | 71.7 | $ | 83.0 | $ | 3.1 | $ | (0.8 | ) | $ | 0.3 |
Minimum | Maximum | Metric | ||||||
Commodities: | ||||||||
Lean hogs | — | 221,680,000 | Pounds | |||||
Corn | 2,245,000 | 6,505,000 | Bushels |
Gains (Losses) Recognized in Earnings on Derivative | Gains (Losses) Recognized in Earnings on Related Hedged Item | |||||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||||
January 29, 2012 | January 30, 2011 | January 29, 2012 | January 30, 2011 | |||||||||||||
(in millions) | (in millions) | |||||||||||||||
Commodity contracts | $ | 2.3 | $ | (16.3 | ) | $ | (2.0 | ) | $ | 11.8 | ||||||
Nine Months Ended | Nine Months Ended | |||||||||||||||
January 29, 2012 | January 30, 2011 | January 29, 2012 | January 30, 2011 | |||||||||||||
(in millions) | (in millions) | |||||||||||||||
Commodity contracts | $ | 13.4 | $ | (10.6 | ) | $ | (7.0 | ) | $ | 9.5 |
Minimum | Maximum | Metric | ||||||
Commodities: | ||||||||
Lean hogs | 400,000 | 334,320,000 | Pounds | |||||
Corn | 8,485,000 | 22,810,000 | Bushels | |||||
Soybean meal | — | 240,500 | Tons | |||||
Soybeans | 210,000 | 775,000 | Bushels | |||||
Wheat | — | 1,820,000 | Bushels | |||||
Live cattle | — | 120,000 | Pounds | |||||
Natural gas | 1,750,000 | 9,630,000 | Million BTU | |||||
Heating oil | — | 1,008,000 | Gallons | |||||
Crude oil | — | 53,000 | Barrels | |||||
Foreign currency (1) | 33,124,028 | 129,867,546 | U.S. Dollars |
(1) | Amounts represent the U.S. dollar equivalent of various foreign currency contracts. |
Three Months Ended | Nine Months Ended | |||||||||||||||
January 29, 2012 | January 30, 2011 | January 29, 2012 | January 30, 2011 | |||||||||||||
(in millions) | (in millions) | |||||||||||||||
Commodity contracts | $ | (14.5 | ) | $ | (14.3 | ) | $ | 10.8 | $ | 49.1 | ||||||
Foreign exchange contracts | 2.7 | 0.4 | 7.3 | (4.5 | ) | |||||||||||
Total | $ | (11.8 | ) | $ | (13.9 | ) | $ | 18.1 | $ | 44.6 |
NOTE 5: | HOG PRODUCTION COST SAVINGS INITIATIVE |
Accrued Balance May 1, 2011 | 1st Quarter FY 2012 Expense | 2nd Quarter FY 2012 Expense | 3rd Quarter FY 2012 Expense | Payments | Accrued Balance January 29, 2012 | Cumulative Expense-to-Date | Estimated Remaining Expense | |||||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||||||
Cost savings activities: | ||||||||||||||||||||||||||||||||
Contract terminations | $ | 0.8 | $ | 0.1 | $ | 0.3 | $ | 0.1 | $ | (1.2 | ) | $ | 0.1 | $ | 22.7 | $ | 2.9 | |||||||||||||||
Other associated costs | 1.6 | 0.9 | 0.9 | 0.4 | (3.8 | ) | — | 9.1 | 0.3 | |||||||||||||||||||||||
Total cost savings activities | $ | 2.4 | 1.0 | 1.2 | 0.5 | $ | (5.0 | ) | $ | 0.1 | 31.8 | 3.2 | ||||||||||||||||||||
Other charges: | ||||||||||||||||||||||||||||||||
Accelerated depreciation | 0.1 | — | — | 5.6 | — | |||||||||||||||||||||||||||
Impairment | — | — | — | 2.5 | — | |||||||||||||||||||||||||||
Total other charges | 0.1 | — | — | 8.1 | — | |||||||||||||||||||||||||||
Total cost savings activities and other charges | $ | 1.1 | $ | 1.2 | $ | 0.5 | $ | 39.9 | $ | 3.2 |
NOTE 6: | INVESTMENTS |
Equity Investment | % Owned | January 29, 2012 | May 1, 2011 | |||||||
(in millions) | ||||||||||
Campofrío Food Group (CFG) | 37% | $ | 375.2 | $ | 445.1 | |||||
Mexican joint ventures | 50% | 104.8 | 110.2 | |||||||
Other | Various | 26.4 | 27.2 | |||||||
Total investments | $ | 506.4 | $ | 582.5 |
▪ | the minority shares traded on the Madrid Exchange confer no special rights or privileges to buyers. In contrast, the shares comprising our 37% stake in CFG contractually entitle us to two seats on CFG's 9-person board of directors, giving us the ability to exert significant influence over the strategic and operational decisions of our investee. |
▪ | the stock is very thinly traded. CFG is a closely held company, with the three largest shareholders owning approximately 74% of the outstanding shares. We are CFG's largest shareholder, with a 37% stake. |
Date | Share Price | Carrying Value | ||
October 30, 2011 (1) | €6.35 | €7.83 | ||
January 29, 2012 (1) | €6.75 | €7.55 | ||
February 17, 2012 | €7.20 | €7.54 | ||
March 5, 2012 | €6.61 | €7.51 |
(1) | Share prices on quarter end dates reflect the last trading day in the quarter. |
Three Months Ended | Nine Months Ended | |||||||||||||||||
Equity Investment | Segment | January 29, 2012 | January 30, 2011 | January 29, 2012 | January 30, 2011 | |||||||||||||
(in millions) | (in millions) | |||||||||||||||||
CFG (1) | International | $ | 28.2 | $ | (7.1 | ) | $ | 24.0 | $ | (18.0 | ) | |||||||
Mexican joint ventures | International | (6.4 | ) | (7.8 | ) | (11.3 | ) | (23.6 | ) | |||||||||
All other equity method investments | Various | 0.2 | (0.3 | ) | (1.4 | ) | (2.7 | ) | ||||||||||
Equity in loss (income) of affiliates | $ | 22.0 | $ | (15.2 | ) | $ | 11.3 | $ | (44.3 | ) |
(1) | CFG prepares its financial statements in accordance with International Financial Reporting Standards. Our share of CFG’s results reflects U.S. GAAP adjustments and thus, there may be differences between the amounts we report for CFG and the amounts reported by CFG. |
NOTE 7: | DEBT |
NOTE 8: | GUARANTEES |
NOTE 9: | INCOME TAXES |
NOTE 10: | PENSION PLANS |
Three Months Ended | Nine Months Ended | |||||||||||||||
January 29, 2012 | January 30, 2011 | January 29, 2012 | January 30, 2011 | |||||||||||||
(in millions) | (in millions) | |||||||||||||||
Service cost | $ | 9.3 | $ | 9.2 | $ | 28.0 | $ | 27.7 | ||||||||
Interest cost | 19.0 | 18.7 | 57.0 | 56.2 | ||||||||||||
Expected return on plan assets | (19.9 | ) | (16.0 | ) | (59.7 | ) | (48.0 | ) | ||||||||
Net amortization | 5.9 | 8.5 | 17.6 | 25.5 | ||||||||||||
Net periodic pension cost | $ | 14.3 | $ | 20.4 | $ | 42.9 | $ | 61.4 |
NOTE 11: | SHAREHOLDERS’ EQUITY |
Three Months Ended | Nine Months Ended | |||||||||||||||
January 29, 2012 | January 30, 2011 | January 29, 2012 | January 30, 2011 | |||||||||||||
(in millions) | (in millions) | |||||||||||||||
Net income | $ | 79.0 | $ | 202.6 | $ | 281.8 | $ | 422.6 | ||||||||
Hedge accounting | 5.1 | (47.9 | ) | (33.5 | ) | 41.8 | ||||||||||
Foreign currency translation | (55.9 | ) | (21.6 | ) | (189.1 | ) | 1.9 | |||||||||
Pension accounting | 3.5 | 9.1 | 10.6 | 19.6 | ||||||||||||
Total comprehensive income | $ | 31.7 | $ | 142.2 | $ | 69.8 | $ | 485.9 |
NOTE 12: | FAIR VALUE MEASUREMENTS |
▪ | 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. |
January 29, 2012 | May 1, 2011 | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||
Derivatives: | ||||||||||||||||||||||||||||||||
Commodity contracts | $ | 18.4 | $ | 2.7 | $ | — | $ | 21.1 | $ | 45.2 | $ | 34.6 | $ | — | $ | 79.8 | ||||||||||||||||
Foreign exchange contracts | — | 2.2 | — | 2.2 | — | 0.5 | — | 0.5 | ||||||||||||||||||||||||
Insurance contracts | 46.5 | — | — | 46.5 | 49.4 | — | — | 49.4 | ||||||||||||||||||||||||
Total | $ | 64.9 | $ | 4.9 | $ | — | $ | 69.8 | $ | 94.6 | $ | 35.1 | $ | — | $ | 129.7 | ||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||
Derivatives: | ||||||||||||||||||||||||||||||||
Commodity contracts | $ | — | $ | 8.4 | $ | — | $ | 8.4 | $ | 16.8 | $ | — | $ | — | $ | 16.8 | ||||||||||||||||
Interest rate contracts | — | — | — | — | — | 2.3 | — | 2.3 | ||||||||||||||||||||||||
Foreign exchange contracts | — | 4.2 | — | 4.2 | — | 1.9 | — | 1.9 | ||||||||||||||||||||||||
Total | $ | — | $ | 12.6 | $ | — | $ | 12.6 | $ | 16.8 | $ | 4.2 | $ | — | $ | 21.0 |
January 29, 2012 | May 1, 2011 | |||||||||||||||
Fair Value | Carrying Value | Fair Value | Carrying Value | |||||||||||||
(in millions) | ||||||||||||||||
Long-term debt, including current portion | $ | 2,245.4 | $ | 1,951.3 | $ | 2,418.0 | $ | 2,094.7 |
NOTE 13: | CONTINGENCIES |
NOTE 14: | REPORTABLE SEGMENTS |
Three Months Ended | Nine Months Ended | |||||||||||||||
January 29, 2012 | January 30, 2011 | January 29, 2012 | January 30, 2011 | |||||||||||||
(in millions) | (in millions) | |||||||||||||||
Sales: | ||||||||||||||||
Segment sales— | ||||||||||||||||
Pork | $ | 2,992.7 | $ | 2,684.7 | $ | 8,364.8 | $ | 7,576.3 | ||||||||
Hog Production | 761.8 | 649.9 | 2,296.9 | 2,004.8 | ||||||||||||
International | 360.4 | 355.9 | 1,126.5 | 1,001.6 | ||||||||||||
Other | — | 12.9 | — | 74.7 | ||||||||||||
Total segment sales | 4,114.9 | 3,703.4 | 11,788.2 | 10,657.4 | ||||||||||||
Intersegment sales— | ||||||||||||||||
Pork | (10.5 | ) | (7.9 | ) | (26.2 | ) | (21.7 | ) | ||||||||
Hog Production | (614.8 | ) | (500.1 | ) | (1,851.1 | ) | (1,520.7 | ) | ||||||||
International | (11.3 | ) | (9.2 | ) | (25.8 | ) | (28.7 | ) | ||||||||
Total intersegment sales | (636.6 | ) | (517.2 | ) | (1,903.1 | ) | (1,571.1 | ) | ||||||||
Consolidated sales | $ | 3,478.3 | $ | 3,186.2 | $ | 9,885.1 | $ | 9,086.3 | ||||||||
Operating profit (loss): | ||||||||||||||||
Pork | $ | 195.9 | $ | 254.8 | $ | 503.8 | $ | 557.0 | ||||||||
Hog Production | (6.6 | ) | (2.3 | ) | 127.0 | 139.8 | ||||||||||
International | 6.2 | 34.5 | 23.5 | 103.1 | ||||||||||||
Other | — | (0.5 | ) | — | (2.3 | ) | ||||||||||
Corporate (1) | (25.0 | ) | 86.2 | (85.9 | ) | 30.8 | ||||||||||
Consolidated operating profit | $ | 170.5 | $ | 372.7 | $ | 568.4 | $ | 828.4 |
(1) | Fiscal 2011 included a $120.6 million involuntary conversion gain related the fire that occurred at our Cudahy, Wisconsin facility in fiscal 2010. |
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
▪ | 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. |
▪ | Pork segment operating profit decreased to $195.9 million from $254.8 million due to significantly higher raw material costs, including a 23% increase in the market price of live hogs. |
▪ | Hog Production segment operating loss was consistent with the prior year as higher feed costs largely offset a 23% increase in the market price of live hogs. |
▪ | International segment operating profit decreased by $28.3 million primarily as a result of charges at Campofrío Food Group (CFG), of which our share was $38.7 million. See "Significant Events Affecting Results of Operations" below for further discussion. |
▪ | Corporate segment results decreased by $111.2 million primarily due to a gain of $120.6 million in the prior year on the final settlement of our insurance claim related to the fire that occurred at our Cudahy, Wisconsin facility. |
▪ | Interest expense decreased $18.0 million, or 30%, as a result of our Project 100 initiative, which is described below. |
▪ | Losses on debt extinguishments were $4.6 million in the current year compared to $14.1 million in the prior year. |
▪ | Pork—Following fiscal 2011's record levels, strong fresh pork margins continued through the first three quarters of fiscal 2012, despite substantially higher domestic live hog market prices. Looking forward, fundamentals in the fresh pork complex continue to support healthy profitability. We anticipate fresh pork margins to more closely align with historical operating profit levels of $4-$7 per head for the balance of the fiscal year before moving higher in fiscal 2013. We expect export demand to remain healthy and U.S. protein supplies to contract, providing domestic price support and helping the overall fresh pork complex. Additionally, the segment should benefit from relatively high pork prices around the world. That said, a meaningful contraction in export demand could place significant downward pressure on margins. |
▪ | Hog Production—Balanced U.S. hog fundamentals and tighter global protein supplies continued to push live hog market prices higher in fiscal 2012. Domestic live hog prices were up 21% in the first three quarters of the fiscal year compared to the same period a year ago. The lean hog futures curve suggests healthy price levels for the balance of the fiscal year and into fiscal 2013. With no significant herd expansion on the horizon and the expected contraction of other protein supplies, the fundamentals should be supportive of prices going forward. Our domestic raising costs averaged $64 per hundredweight in the first three quarters of fiscal 2012, up from $53 per hundredweight in the same period a year ago. We expect domestic raising costs to average mid $60s per hundredweight for the fourth quarter and |
▪ | International—In spite of recessionary conditions and higher raw material costs during fiscal 2012, our international operations have shown sequential improvement throughout the year. Hog production fundamentals turned very positive in the third quarter in each of our international hog production operations. We expect to see favorable live hog pricing as expected decreases in international pig inventories, particularly in Europe, tighten supplies for the balance of the fiscal year. |
Three Months Ended | Nine Months Ended | |||||||||||||||||||||
January 29, 2012 | January 30, 2011 | % Change | January 29, 2012 | January 30, 2011 | % Change | |||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||
Sales | $ | 3,478.3 | $ | 3,186.2 | 9 | % | $ | 9,885.1 | $ | 9,086.3 | 9 | % | ||||||||||
Cost of sales | 3,098.5 | 2,729.0 | 14 | 8,678.6 | 7,828.7 | 11 | ||||||||||||||||
Gross profit | $ | 379.8 | $ | 457.2 | (17 | )% | $ | 1,206.5 | $ | 1,257.6 | (4 | )% | ||||||||||
Gross profit margin | 11 | % | 14 | % | 12 | % | 14 | % |
▪ | The increase in consolidated sales was driven primarily by the Pork segment, where average unit selling prices increased 8% on significantly higher market prices for fresh pork and an improved product mix in packaged meats to higher margin core brands. |
▪ | Gross margin was negatively impacted by significantly higher raw material costs in all segments of the business. Domestic live hog market prices increased to $61 per hundredweight from $50 per hundredweight in the prior year. Domestic raising costs increased to $64 per hundredweight from $52 per hundredweight as a result of higher feed prices. |
▪ | Cost of sales in the prior year included $10.9 million of charges associated with the Cost Savings Initiative compared to $0.5 million in the current year. Also, cost of sales in the current year includes $2.4 million of accelerated depreciation charges related to our Portsmouth and PSF Missouri assets. |
▪ | The increase in consolidated sales was driven primarily by the Pork segment, where average unit selling prices increased 9% on significantly higher market prices for fresh pork and an improved sales mix in packaged meats to higher margin core brands. |
▪ | Gross margin was negatively impacted by significantly higher raw material costs in all segments of the business. Domestic live hog market prices increased to $66 per hundredweight from $55 per hundredweight in the prior year. Domestic raising costs increased to $64 per hundredweight from $53 per hundredweight as a result of higher feed prices. |
▪ | Cost of sales in the prior year included $26.7 million of charges associated with the Cost Savings Initiative compared to $2.8 million in the current year. Also, cost of sales in the current year includes $10.3 million of accelerated depreciation charges related to our PSF Missouri and Portsmouth assets. |
Three Months Ended | Nine Months Ended | |||||||||||||||||||||
January 29, 2012 | January 30, 2011 | % Change | January 29, 2012 | January 30, 2011 | % Change | |||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||
Selling, general and administrative expenses | $ | 187.3 | $ | 220.3 | (15 | )% | $ | 626.8 | $ | 594.1 | 6 | % |
▪ | Compensation expense was $25.9 million higher in the prior year primarily as a result of incentives associated with higher overall profitability of the Company. |
▪ | Government subsidies recognized in our Romanian operations decreased SG&A $3.9 million in fiscal 2012. |
▪ | Expense for pension and other postretirement benefits decreased $3.6 million. |
▪ | The prior year includes a net gain of $5.1 million on the sale of hog farms in Oklahoma and Iowa and farm land in Texas. |
▪ | The current year includes a charge of $39.0 million related to the Missouri litigation, which is more fully described under "Significant Events Affecting Results of Operations," compared to a $19.1 million net benefit in the prior year related primarily to an insurance settlement associated with the Missouri litigation. |
▪ | The current year includes $6.4 million in professional fees related to the potential acquisition of a controlling interest in CFG. In June 2011 (fiscal 2012), we terminated negotiations to purchase the additional interest. |
▪ | The prior year included a net gain of $5.1 million on the sale of hog farms in Oklahoma and Iowa and farm land in Texas. |
▪ | Compensation expense was $27.1 million higher in the prior year primarily as a result of incentives associated with higher overall profitability of the Company. |
▪ | Expense for pension and other postretirement benefits decreased $10.5 million. |
Three Months Ended | Nine Months Ended | |||||||||||||||||||||
January 29, 2012 | January 30, 2011 | % Change | January 29, 2012 | January 30, 2011 | % Change | |||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||
CFG | $ | 28.2 | $ | (7.1 | ) | (497 | )% | $ | 24.0 | $ | (18.0 | ) | (233 | )% | ||||||||
Mexican joint ventures | (6.4 | ) | (7.8 | ) | (18 | ) | (11.3 | ) | (23.6 | ) | (52 | ) | ||||||||||
All other equity method investments | 0.2 | (0.3 | ) | (167 | ) | (1.4 | ) | (2.7 | ) | (48 | ) | |||||||||||
Equity in loss (income) of affiliates | $ | 22.0 | $ | (15.2 | ) | (245 | )% | $ | 11.3 | $ | (44.3 | ) | (126 | )% |
▪ | Equity loss from CFG in the current year includes $38.7 million of charges related to the CFG Consolidation Plan, which is more fully described above in "Significant Events Affecting Results of Operations." |
▪ | Equity income from our Mexican joint ventures decreased primarily due to higher feed costs and unfavorable changes in foreign exchange rates. |
Three Months Ended | Nine Months Ended | |||||||||||||||||||||
January 29, 2012 | January 30, 2011 | % Change | January 29, 2012 | January 30, 2011 | % Change | |||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||
Interest expense | $ | 42.3 | $ | 60.3 | (30 | )% | $ | 134.6 | $ | 194.4 | (31 | )% |
Three Months Ended | Nine Months Ended | |||||||||||||||||||||
January 29, 2012 | January 30, 2011 | % Change | January 29, 2012 | January 30, 2011 | % Change | |||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||
Loss on debt extinguishment | $ | 4.6 | $ | 14.1 | (67 | )% | $ | 12.2 | $ | 21.4 | (43 | )% |
▪ | We recognized losses of $4.6 million and $11.0 million for the three and nine months ended January 29, 2012 on the repurchase of $59.7 million of our 10% senior secured notes due July 2014. |
▪ | We recognized a loss on debt extinguishment of $1.2 million in the first quarter of fiscal 2012 associated with the refinancing of our working capital facilities in June 2011 (fiscal 2012), which is more fully described in "Liquidity and Capital Resources" below. |
▪ | We recognized losses of $14.1 million and $21.4 million for the three and nine months ended January 30, 2011 on the repurchase of $522.2 million of our 7% senior unsecured notes due August 2011. |
Three Months Ended | Nine Months Ended | |||||||||||||||
January 29, 2012 | January 30, 2011 | January 29, 2012 | January 30, 2011 | |||||||||||||
(in millions) | (in millions) | |||||||||||||||
Income tax expense | $ | 44.6 | $ | 95.7 | $ | 139.8 | $ | 190.0 | ||||||||
Effective tax rate | 36 | % | 32 | % | 33 | % | 31 | % |
Three Months Ended | Nine Months Ended | |||||||||||||||||||||
January 29, 2012 | January 30, 2011 | % Change | January 29, 2012 | January 30, 2011 | % Change | |||||||||||||||||
(in millions, unless indicated otherwise) | (in millions, unless indicated otherwise) | |||||||||||||||||||||
Sales: | ||||||||||||||||||||||
Fresh pork (1) | $ | 1,303.2 | $ | 1,093.1 | 19 | % | $ | 3,849.8 | $ | 3,336.3 | 15 | % | ||||||||||
Packaged meats | 1,689.5 | 1,591.6 | 6 | 4,515.0 | 4,240.0 | 6 | ||||||||||||||||
Total | $ | 2,992.7 | $ | 2,684.7 | 11 | % | $ | 8,364.8 | $ | 7,576.3 | 10 | % | ||||||||||
Operating profit: (2) | ||||||||||||||||||||||
Fresh pork (1) | $ | 78.5 | $ | 130.3 | (40 | )% | $ | 210.1 | $ | 289.7 | (27 | )% | ||||||||||
Packaged meats | 117.4 | 124.5 | (6 | ) | 293.7 | 267.3 | 10 | |||||||||||||||
Total | $ | 195.9 | $ | 254.8 | (23 | )% | $ | 503.8 | $ | 557.0 | (10 | )% | ||||||||||
Sales volume: | ||||||||||||||||||||||
Fresh pork | 7 | % | 3 | % | ||||||||||||||||||
Packaged meats | (1 | )% | — | % | ||||||||||||||||||
Total | 3 | % | 1 | % | ||||||||||||||||||
Average unit selling price: | ||||||||||||||||||||||
Fresh pork | 11 | % | 13 | % | ||||||||||||||||||
Packaged meats | 7 | % | 7 | % | ||||||||||||||||||
Total | 8 | % | 9 | % | ||||||||||||||||||
Hogs processed | 1 | % | — | % | ||||||||||||||||||
Average domestic live hog prices (per hundredweight) (3) | $ | 61.18 | $ | 49.73 | 23 | % | $ | 66.03 | $ | 54.54 | 21 | % |
(1) | Includes by-products and rendering. |
(2) | Fresh pork and packaged meats operating profits represent management's estimated allocation of total Pork segment operating profit. |
(3) | Represents the average live hog market price as quoted by the Iowa-Southern Minnesota hog market. |
▪ | Sales and operating profit were positively impacted by substantially higher average unit selling prices driven by favorable supply and demand fundamentals coupled with strong export sales. |
▪ | Fresh pork operating profit decreased to $11 per head from $18 per head in the prior year as a 23% increase in domestic live hog prices did not fully translate into higher market prices for fresh meat. |
▪ | Packaged meats operating profit decreased slightly to $.15 per pound from $.16 per pound in the prior year as we were unable to fully pass through significantly higher raw material costs. |
▪ | Sales and operating profit were positively impacted by substantially higher average unit selling prices driven by favorable supply and demand fundamentals coupled with strong export sales, and an improved sales mix in packaged meats. |
▪ | Fresh pork operating profit decreased to $10 per head from $14 per head in the prior year as a 21% increase in domestic live hog prices did not fully translate into higher market prices for fresh meat. |
▪ | Packaged meats operating profit increased to $.14 per pound from $.13 per pound in the prior year as a result of strong pricing discipline and an improvement in product mix to more high margin core brands, which more than offset the impact of higher raw material costs. |
Three Months Ended | Nine Months Ended | |||||||||||||||||||||
January 29, 2012 | January 30, 2011 | % Change | January 29, 2012 | January 30, 2011 | % Change | |||||||||||||||||
(in millions, unless indicated otherwise) | (in millions, unless indicated otherwise) | |||||||||||||||||||||
Sales | $ | 761.8 | $ | 649.9 | 17 | % | $ | 2,296.9 | $ | 2,004.8 | 15 | % | ||||||||||
Operating (loss) profit | $ | (6.6 | ) | $ | (2.3 | ) | (187 | )% | $ | 127.0 | $ | 139.8 | (9 | )% | ||||||||
Head sold | 4.09 | 4.33 | (6 | )% | 11.87 | 12.46 | (5 | )% | ||||||||||||||
Average domestic live hog prices (per hundredweight) (1) | $ | 61.18 | $ | 49.73 | 23 | % | $ | 66.03 | $ | 54.54 | 21 | % | ||||||||||
Domestic raising costs (per hundredweight) (2) | $ | 63.80 | $ | 51.77 | 23 | % | $ | 63.73 | $ | 53.18 | 20 | % |
(1) | Represents the average live hog market price as quoted by the Iowa-Southern Minnesota hog market. |
(2) | Includes the effects of grain derivative contracts designated in hedging relationships. |
▪ | Sales and operating profit were positively impacted by higher live hog market prices. |
▪ | Sales volume declined due to temporary disruptions from the Cost Savings Initiative and the sale of our Oklahoma hog farms at the end of the third quarter of fiscal 2011. |
▪ | Domestic raising costs increased as a result of higher feed costs. |
▪ | Fiscal 2012 operating loss includes losses of $0.6 million compared to gains of $5.4 million in fiscal 2011 from derivative contracts that are not reflected in the average live hog prices and raising costs presented in the table above; primarily lean hog derivative contracts and grain derivative contracts that are not designated in hedging relationships for accounting purposes as well as lean hog derivative contracts that are designated in hedging relationships for accounting purposes. |
▪ | Fiscal 2012 operating loss includes $0.5 million in charges associated with the Cost Savings Initiative compared to $10.9 million in fiscal 2011. |
▪ | Operating loss in fiscal 2011 included a net gain of $5.1 million on the sale of hog farms in Oklahoma and Iowa and farm land in Texas. |
▪ | Sales and operating profit were positively impacted by higher live hog market prices. |
▪ | Sales volume declined due to the sale of our Oklahoma hog farms at the third quarter of fiscal 2011 as well as temporary disruptions from the Cost Savings Initiative. |
▪ | Domestic raising costs increased as a result of higher feed costs. |
▪ | Fiscal 2012 operating profit includes a charge of $39.0 million related to the Missouri litigation, which is more fully described under "Significant Events Affecting Results of Operations," compared to a $19.1 million net benefit in the prior year related primarily to an insurance settlement associated with the Missouri litigation. |
▪ | Fiscal 2012 operating profit includes accelerated depreciation charges of $8.2 million due to our decision in the first quarter of fiscal 2012 to permanently idle certain Missouri farm assets. |
▪ | Operating profit in fiscal 2011 included a net gain of $5.1 million on the sale of hog farms in Oklahoma and Iowa and farm land in Texas. |
▪ | Fiscal 2012 operating profit includes $2.8 million in charges associated with the Cost Savings Initiative compared to $26.7 million in fiscal 2011. |
Three Months Ended | Nine Months Ended | |||||||||||||||||||||
January 29, 2012 | January 30, 2011 | % Change | January 29, 2012 | January 30, 2011 | % Change | |||||||||||||||||
(in millions, unless indicated otherwise) | (in millions, unless indicated otherwise) | |||||||||||||||||||||
Sales: | ||||||||||||||||||||||
Poland | $ | 276.0 | $ | 280.6 | (2 | )% | $ | 871.2 | $ | 776.8 | 12 | % | ||||||||||
Romania | 61.2 | 49.2 | 24 | 184.3 | 147.2 | 25 | ||||||||||||||||
Other | 23.2 | 26.1 | (11 | ) | 71.0 | 77.6 | (9 | ) | ||||||||||||||
Total | $ | 360.4 | $ | 355.9 | 1 | % | $ | 1,126.5 | $ | 1,001.6 | 12 | % | ||||||||||
Operating profit (loss): | ||||||||||||||||||||||
Poland | $ | 21.3 | $ | 17.7 | 20 | % | $ | 36.1 | $ | 57.0 | (37 | )% | ||||||||||
Romania | 7.4 | 3.1 | 139 | 2.7 | 8.5 | (68 | ) | |||||||||||||||
Other (1) | (22.5 | ) | 13.7 | (264 | ) | (15.3 | ) | 37.6 | (141 | ) | ||||||||||||
Total | $ | 6.2 | $ | 34.5 | (82 | )% | $ | 23.5 | $ | 103.1 | (77 | )% | ||||||||||
Poland: | ||||||||||||||||||||||
Sales volume (2) | (4 | )% | (4 | )% | ||||||||||||||||||
Average unit selling price (2) | 2 | % | 17 | % | ||||||||||||||||||
Hogs processed | (9 | )% | (7 | )% | ||||||||||||||||||
Raising costs (per hundredweight) | 1 | % | 24 | % | ||||||||||||||||||
Romania: | ||||||||||||||||||||||
Sales volume (2) | 13 | % | 10 | % | ||||||||||||||||||
Average unit selling price (2) | 8 | % | 11 | % | ||||||||||||||||||
Hogs processed | 5 | % | 6 | % | ||||||||||||||||||
Raising costs (per hundredweight) | 7 | % | 19 | % |
(1) | Includes our equity method investments in Mexico and the results from our investment in CFG. |
(2) | Excludes the sale of live hogs and includes the impact of foreign currency translation. |
▪ | Foreign currency translation effects decreased sales by approximately $33.5 million, or 9%. |
▪ | Average unit selling price in Poland, excluding the impact of foreign currency translation, increased 14% primarily due to our ability to pass along higher raw material costs. |
▪ | Average unit selling price in Romania, excluding the impact of foreign currency translation, increased 9% primarily due to increases for both fresh and frozen products. |
▪ | Fiscal 2012 operating profit includes $38.7 million of charges related to the CFG Consolidation Plan, which is more fully described above in "Significant Events Affecting Results of Operations." |
▪ | Government subsidies recognized in our Romanian operations increased operating profit $3.9 million in fiscal 2012. |
▪ | Operating profit in Poland was positively impacted by a favorable hog production environment, which included significantly higher hog prices and a modest increase in raising costs. |
▪ | Foreign currency translation effects increased sales by approximately $44.2 million, or 4%. |
▪ | Average unit selling price in Poland, excluding the impact of foreign currency translation, increased 13%, primarily due to a shift in product mix to more packaged meats products and our ability to pass along higher raw material costs in the third quarter of fiscal 2012. |
▪ | Average unit selling price in Romania, excluding the impact of foreign currency translation, increased 5% primarily due to an increase in both fresh meat prices. |
▪ | Fiscal 2012 operating profit includes $38.7 million of charges related to the CFG Consolidation Plan, which is more fully described above in "Significant Events Affecting Results of Operations." |
▪ | Equity income from our Mexican joint ventures decreased $12.3 million, primarily due to higher feed costs and unfavorable changes in foreign exchange rates. |
▪ | Operating profit in Poland was negatively impacted by higher raw material costs. Also, fiscal 2012 operating profit in Poland includes a $1.9 million gain on the sale of a hog farm. |
Three Months Ended | Nine Months Ended | |||||||||||||||||||||
January 29, 2012 | January 30, 2011 | % Change | January 29, 2012 | January 30, 2011 | % Change | |||||||||||||||||
(in millions) | ||||||||||||||||||||||
Operating loss | $ | (25.0 | ) | $ | 86.2 | 129 | % | $ | (85.9 | ) | $ | 30.8 | 379 | % |
▪ | Operating profit in fiscal 2011 included a gain of $120.6 million on the final settlement with our insurance carriers of our claim related to the fire that occurred at our Cudahy, Wisconsin facility in fiscal 2010. |
• | Variable compensation cost declined $9.3 million due to lower consolidated profit levels in the current year. |
• | Operating profit in fiscal 2011 included a gain of $120.6 million on the final settlement with our insurance carriers of our claim related to the fire that occurred at our Cudahy, Wisconsin facility in fiscal 2010. |
• | Fiscal 2012 includes $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. |
• | Variable compensation cost declined $11.2 million due to lower consolidated profit levels in the current year. |
January 29, 2012 | ||||||||||||||||||||
Facility | Capacity | Borrowing Base Adjustment | Outstanding Letters of Credit | Outstanding Borrowings | Amount Available | |||||||||||||||
(in millions) | ||||||||||||||||||||
Inventory Revolver | $ | 925.0 | $ | — | $ | — | $ | — | $ | 925.0 | ||||||||||
Securitization Facility | 275.0 | (33.2 | ) | (115.9 | ) | — | 125.9 | |||||||||||||
International facilities | 103.8 | — | — | (77.8 | ) | 26.0 | ||||||||||||||
Total credit facilities | $ | 1,303.8 | $ | (33.2 | ) | $ | (115.9 | ) | $ | (77.8 | ) | $ | 1,076.9 |
Nine Months Ended | ||||||||
January 29, 2012 | January 30, 2011 | |||||||
(in millions) | ||||||||
Net cash flows from operating activities | $ | 210.7 | $ | 390.6 |
▪ | Cash paid to outside hog suppliers was significantly higher due to a 21% increase in average live hog market prices. |
▪ | Net cash payments related to domestic taxes increased $203.4 million due to a large refund in the prior year. |
▪ | Cash paid for grain purchased by the Hog Production segment was approximately $127.6 million higher than the prior year due to increased feed prices. |
▪ | We contributed $132.1 million to our qualified and non-qualified pension plans in fiscal 2012, including a $100.0 million voluntary contribution, compared to $107.0 million in fiscal 2011. |
▪ | Variable compensation paid in fiscal 2012 related to the prior year's performance was higher than the corresponding amount paid in fiscal 2011. |
▪ | Cash received from customers increased primarily as a result of higher selling prices. |
▪ | Cash received for the settlement of derivative contracts and for margin requirements increased $36.4 million. |
Nine Months Ended | ||||||||
January 29, 2012 | January 30, 2011 | |||||||
(in millions) | ||||||||
Capital expenditures | $ | (199.0 | ) | $ | (112.1 | ) | ||
Dispositions, including Butterball, LLC | — | 228.8 | ||||||
Insurance proceeds | — | 120.6 | ||||||
Net disposals of breeding stock | 4.3 | 21.5 | ||||||
Proceeds from the sale of property, plant and equipment | 5.6 | 21.7 | ||||||
Other | (0.1 | ) | 0.1 | |||||
Net cash flows from investing activities | $ | (189.2 | ) | $ | 280.6 |
▪ | Capital expenditures primarily related to plant and hog farm improvement projects, including approximately $27 million and $17 million related to the Cost Savings Initiative and our Kinston, North Carolina plant expansion project, respectively. |
▪ | Capital expenditures primarily related to plant and hog farm improvement projects, including approximately $29 million related to the Cost Savings Initiative. |
▪ | Dispositions included proceeds from the sale of our investment in Butterball, LLC and our related turkey production assets and proceeds from the sale of hog operations in Oklahoma and Iowa. |
▪ | The insurance proceeds represent the gain on involuntary conversion of property, plant and equipment due to the fire that occurred at our Cudahy, Wisconsin facility in July 2009 (fiscal 2010) upon the final settlement of claims with our insurance carriers in the third quarter of fiscal 2011. |
▪ | Proceeds from the sale of property, plant and equipment includes $9.1 million from the sale of farm land in Texas. |
Nine Months Ended | ||||||||
January 29, 2012 | January 30, 2011 | |||||||
(in millions) | ||||||||
Principal payments on long-term debt and capital lease obligations | $ | (149.7 | ) | $ | (550.1 | ) | ||
Net proceeds from revolving credit facilities and notes payable | 18.4 | 33.4 | ||||||
Repurchase of common stock | (110.6 | ) | — | |||||
Change in cash collateral | 23.9 | (25.8 | ) | |||||
Debt issuance costs and other | (9.9 | ) | 0.8 | |||||
Net cash flows from financing activities | $ | (227.9 | ) | $ | (541.7 | ) |
▪ | We redeemed the remaining $77.8 million of our 7% senior unsecured notes due August 2011 and repurchased $59.7 million of our 10% senior secured notes due July 2014. |
▪ | We received $18.4 million from draws on credit facilities in the International segment. |
▪ | We repurchased 5,515,377 shares of our common stock for $110.6 million as part of the share repurchase program approved by our board of directors in June 2011 (fiscal 2012), which is more fully explained under "Additional Matters Affecting Liquidity." |
▪ | 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 (fiscal 2012). |
▪ | We paid $11.0 million of debt issuance costs in connection with the refinancing of the ABL Credit Facility. |
▪ | We repurchased $522.2 million of our 7% senior unsecured notes due August 2011. |
▪ | We repaid $26.7 million on outstanding loans in the International segment |
▪ | We received $11.0 million and $17.6 million, respectively, from the issuance of notes payable and draws on credit facilities in the International segment. |
▪ | We transferred $20.0 million of cash into a deposit account to serve as collateral for overdrafts on certain of our bank accounts in place of letters of credit previously used under our banking agreement and $5.8 million of cash to the counterparty of our interest rate swap contract to serve as collateral and replace letters of credit previously provided under the contract. |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
January 29, 2012 | May 1, 2011 | |||||||
(in millions) | ||||||||
Grains | $ | 48.7 | $ | 33.1 | ||||
Livestock | 63.6 | 85.4 | ||||||
Energy | 3.0 | 0.3 | ||||||
Interest rates | — | — | ||||||
Foreign currency | 14.0 | 11.0 |
ITEM 4. | CONTROLS AND PROCEDURES |
ITEM 1. | LEGAL PROCEEDINGS |
ITEM 1A. | RISK FACTORS |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
Period | (a) Total Number of Shares Purchased | (b) Average Price Paid per Share | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | (d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) | |||||||||
October 31, 2011 to November 29, 2011 | — | n/a | n/a | $ | 139,437,442 | ||||||||
November 30, 2011 to December 29, 2011 | 8,527 | (2) | $ | 24.05 | n/a | $ | 139,437,442 | ||||||
December 30, 2011 to January 29, 2012 | — | n/a | n/a | $ | 139,437,442 | ||||||||
Total | 8,527 | $ | 24.05 | n/a | $ | 139,437,442 |
(1) | On June 16, 2011, we announced that our board of directors had approved a share repurchase program authorizing the Company to buy up to $150,000,000 of its common stock. In September 2011, our board of directors approved a $100,000,000 increase to the authorized amount. This share repurchase program expires on June 16, 2013. |
(2) | Purchases of 8,527 shares were made in open market transactions by Wells Fargo, as trustee, and these 8,527 shares are held in a rabbi trust for the benefit of participants in the Smithfield Foods, Inc. 2008 Incentive Compensation Plan director fee deferral program. The 2008 Incentive Compensation Plan was approved by our shareholders on August 27, 2008. |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
ITEM 4. | MINE SAFETY DISCLOSURES |
ITEM 5. | OTHER INFORMATION |
ITEM 6. | EXHIBITS |
Exhibit 3.1 | — | Articles of Amendment effective August 27, 2009 to the Amended and Restated Articles of Incorporation, including the Amended and Restated Articles of Incorporation of the Company, as amended to date (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on September 11, 2009). |
Exhibit 3.2 | — | Amendment to the Bylaws effective June 16, 2010, including the Bylaws of the Company, as amended to date (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K filed with the SEC on June 18, 2010). |
Exhibit 31.1 | — | Certification of C. Larry Pope, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
Exhibit 31.2 | — | Certification of Robert W. Manly, IV, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
Exhibit 32.1 | — | Certification of C. Larry Pope, President and Chief Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
Exhibit 32.2 | — | Certification of Robert W. Manly, IV, Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
Exhibit 101 | — | The following financial statements from Smithfield Foods, Inc.'s Quarterly Report on Form 10-Q for the quarter ended January 29, 2012, formatted in XBRL: (i) Consolidated Condensed Statements of Income, (ii) Consolidated Condensed Balance Sheets, (iii) Consolidated Condensed Statements of Cash Flows, and (iv) the Notes to Consolidated Condensed Financial Statements (filed herewith). |
Smithfield Foods, Inc. | ||
/s/ ROBERT W. MANLY, IV | ||
Robert W. Manly, IV Executive Vice President and Chief Financial Officer | ||
/s/ KENNETH M. SULLIVAN | ||
Kenneth M. Sullivan Vice President, Finance and Chief Accounting Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Smithfield Foods, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ C. LARRY POPE | |
C. Larry Pope | |
President and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Smithfield Foods, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ ROBERT W. MANLY, IV | |
Robert W. Manly, IV Executive Vice President and Chief Financial Officer |
(1) | The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: March 9, 2012 | |
/s/ C. LARRY POPE | |
C. Larry Pope President and Chief Executive Officer | |
(1) | The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: March 9, 2012 | |
/s/ ROBERT W. MANLY, IV | |
Robert W. Manly, IV Executive Vice President and Chief Financial Officer | |
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INVESTMENTS Equity Method Investments (Details) (USD $)
In Millions, unless otherwise specified |
Jan. 29, 2012
|
May 01, 2011
|
---|---|---|
Schedule of Equity Method Investments [Line Items] | ||
Investments | $ 506.4 | $ 582.5 |
Campofrio Food Group [Member]
|
||
Schedule of Equity Method Investments [Line Items] | ||
Ownership Percentage | 37.00% | |
Investments | 375.2 | 445.1 |
Mexican Joint Ventures [Member]
|
||
Schedule of Equity Method Investments [Line Items] | ||
Ownership Percentage | 50.00% | |
Investments | 104.8 | 110.2 |
Other Equity Method Investments [Member]
|
||
Schedule of Equity Method Investments [Line Items] | ||
Investments | $ 26.4 | $ 27.2 |
SHAREHOLDERS' EQUITY Share Based Compensation (Narrative) (Details)
|
9 Months Ended | 12 Months Ended |
---|---|---|
Jan. 29, 2012
|
May 01, 2011
|
|
Stock Options [Member]
|
||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 82,753 | 84,499 |
Performance Share Units [Member]
|
||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 417,288 |
DERIVATIVE FINANCIAL INSTRUMENTS Notional Amounts (Details) (USD $)
|
9 Months Ended | |||
---|---|---|---|---|
Jan. 29, 2012
bu
|
||||
Cash Flow Hedging [Member] | Corn, in Bushels [Member]
|
||||
Derivative [Line Items] | ||||
Minimum Notional Volumes, Other Units | 26,705,000 | |||
Maximum Notional Volumes, Other Units | 53,210,000 | |||
Cash Flow Hedging [Member] | Soybean Meal, in Tons [Member]
|
||||
Derivative [Line Items] | ||||
Minimum Notional Volumes, Mass | 223,700 | |||
Maximum Notional Volumes, Mass | 877,722 | |||
Cash Flow Hedging [Member] | Lean Hogs, in Pounds [Member]
|
||||
Derivative [Line Items] | ||||
Minimum Notional Volumes, Mass | 469,720,000 | |||
Maximum Notional Volumes, Mass | 960,360,000 | |||
Cash Flow Hedging [Member] | Interest Rate Swap [Member]
|
||||
Derivative [Line Items] | ||||
Minimum Notional Volumes, Monetary | 0 | |||
Maximum Notional Volumes, Monetary | 200,000,000 | |||
Cash Flow Hedging [Member] | Foreign Exchange Contract [Member]
|
||||
Derivative [Line Items] | ||||
Minimum Notional Volumes, Monetary | 22,959,793 | [1] | ||
Maximum Notional Volumes, Monetary | 57,558,223 | [1] | ||
Fair Value Hedging [Member] | Corn, in Bushels [Member]
|
||||
Derivative [Line Items] | ||||
Minimum Notional Volumes, Other Units | 2,245,000 | |||
Maximum Notional Volumes, Other Units | 6,505,000 | |||
Fair Value Hedging [Member] | Lean Hogs, in Pounds [Member]
|
||||
Derivative [Line Items] | ||||
Minimum Notional Volumes, Mass | 0 | |||
Maximum Notional Volumes, Mass | 221,680,000 | |||
Not Designated as Hedging Instrument [Member] | Corn, in Bushels [Member]
|
||||
Derivative [Line Items] | ||||
Minimum Notional Volumes, Other Units | 8,485,000 | |||
Maximum Notional Volumes, Other Units | 22,810,000 | |||
Not Designated as Hedging Instrument [Member] | Soybean Meal, in Tons [Member]
|
||||
Derivative [Line Items] | ||||
Minimum Notional Volumes, Mass | 0 | |||
Maximum Notional Volumes, Mass | 240,500 | |||
Not Designated as Hedging Instrument [Member] | Lean Hogs, in Pounds [Member]
|
||||
Derivative [Line Items] | ||||
Minimum Notional Volumes, Mass | 400,000 | |||
Maximum Notional Volumes, Mass | 334,320,000 | |||
Not Designated as Hedging Instrument [Member] | Soybeans, in Bushels [Member]
|
||||
Derivative [Line Items] | ||||
Minimum Notional Volumes, Other Units | 210,000 | |||
Maximum Notional Volumes, Other Units | 775,000 | |||
Not Designated as Hedging Instrument [Member] | Wheat, in Bushels [Member]
|
||||
Derivative [Line Items] | ||||
Minimum Notional Volumes, Other Units | 0 | |||
Maximum Notional Volumes, Other Units | 1,820,000 | |||
Not Designated as Hedging Instrument [Member] | Live Cattle, in Pounds [Member]
|
||||
Derivative [Line Items] | ||||
Minimum Notional Volumes, Mass | 0 | |||
Maximum Notional Volumes, Mass | 120,000 | |||
Not Designated as Hedging Instrument [Member] | Natural Gas, in Million BTU [Member]
|
||||
Derivative [Line Items] | ||||
Minimum Notional Volumes, Other Units | 1,750,000 | |||
Maximum Notional Volumes, Other Units | 9,630,000 | |||
Not Designated as Hedging Instrument [Member] | Heating Oil, in Gallons [Member]
|
||||
Derivative [Line Items] | ||||
Minimum Notional Volumes, Other Units | 0 | |||
Maximum Notional Volumes, Other Units | 1,008,000 | |||
Not Designated as Hedging Instrument [Member] | Crude Oil, in Barrels [Member]
|
||||
Derivative [Line Items] | ||||
Minimum Notional Volumes, Other Units | 0 | |||
Maximum Notional Volumes, Other Units | 53,000 | |||
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member]
|
||||
Derivative [Line Items] | ||||
Minimum Notional Volumes, Monetary | 33,124,028 | [1] | ||
Maximum Notional Volumes, Monetary | 129,867,546 | [1] | ||
|
PENSION PLANS (Tables)
|
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 29, 2012
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Net Benefit Costs [Table Text Block] | The components of net periodic pension cost consist of:
|
CONTINGENCIES (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jul. 31, 2011
Missouri Litigation [Member]
|
Jan. 29, 2012
Homan Farm Case [Member]
plaintiffs
|
Jan. 29, 2012
Scott Colby Farm Case [Member]
plaintiffs
|
Jan. 29, 2012
Engel Case [Member]
plaintiffs
|
|
Loss Contingencies [Line Items] | ||||
Loss Contingency, Plaintiffs, Number | 15 | 28 | 4 | |
Loss Contingency, Damages Sought, Value | $ 11.1 | |||
Loss Contingency Accrual, Carrying Value, Period Increase (Decrease) | $ 39.0 |
GUARANTEES (Details) (USD $)
In Millions, unless otherwise specified |
Jan. 29, 2012
|
---|---|
Agroindustrial del Noroeste [Member] | Financial Guarantee [Member]
|
|
Guarantor Obligations [Line Items] | |
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 87.0 |
Guarantor Obligations, Current Carrying Value | 58.0 |
Granjas Carroll de Mexico [Member] | Guarantee Type, Other [Member]
|
|
Guarantor Obligations [Line Items] | |
Guarantor Obligations, Maximum Exposure, Undiscounted | 3.5 |
Smithfield Beef [Member] | Property Lease Guarantee [Member]
|
|
Guarantor Obligations [Line Items] | |
Guarantor Obligations, Current Carrying Value | $ 11.6 |
HOG PRODUCTION COST SAVINGS INITIATIVE (Details) (Hog Production Segment [Member], USD $)
In Millions, unless otherwise specified |
3 Months Ended | 9 Months Ended | 24 Months Ended | |||
---|---|---|---|---|---|---|
Jan. 29, 2012
|
Oct. 30, 2011
|
Jul. 31, 2011
|
Jan. 29, 2012
|
Jan. 29, 2012
|
May 01, 2011
|
|
Restructuring Cost and Reserve [Line Items] | ||||||
Period Expense | $ 0.5 | $ 1.2 | $ 1.1 | |||
Cumulative Expense-to-Date | 39.9 | |||||
Estimated Remaining Expense | 3.2 | 3.2 | 3.2 | |||
Cost Savings Activities [Domain]
|
||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Accrued Balance | 0.1 | 0.1 | 0.1 | 2.4 | ||
Period Expense | 0.5 | 1.2 | 1.0 | |||
Payments | (5.0) | |||||
Cumulative Expense-to-Date | 31.8 | |||||
Estimated Remaining Expense | 3.2 | 3.2 | 3.2 | |||
Contract Termination [Member]
|
||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Accrued Balance | 0.1 | 0.1 | 0.1 | 0.8 | ||
Period Expense | 0.1 | 0.3 | 0.1 | |||
Payments | (1.2) | |||||
Cumulative Expense-to-Date | 22.7 | |||||
Estimated Remaining Expense | 2.9 | 2.9 | 2.9 | |||
Other Costs Associated with Restructuring and Related Activities [Member]
|
||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Accrued Balance | 0 | 0 | 0 | 1.6 | ||
Period Expense | 0.4 | 0.9 | 0.9 | |||
Payments | (3.8) | |||||
Cumulative Expense-to-Date | 9.1 | |||||
Estimated Remaining Expense | 0.3 | 0.3 | 0.3 | |||
Other Cost Savings Charges [Domain]
|
||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Period Expense | 0 | 0 | 0.1 | |||
Cumulative Expense-to-Date | 8.1 | |||||
Estimated Remaining Expense | 0 | 0 | 0 | |||
Accelerated Depreciation Associated with Restructuring and Related Activities [Member]
|
||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Period Expense | 0 | 0 | 0.1 | |||
Cumulative Expense-to-Date | 5.6 | |||||
Estimated Remaining Expense | 0 | 0 | 0 | |||
Impairment Charges Associated with Restructuring and Related Activities [Member]
|
||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Period Expense | 0 | 0 | 0 | |||
Cumulative Expense-to-Date | 2.5 | |||||
Estimated Remaining Expense | $ 0 | $ 0 | $ 0 |
SHAREHOLDERS' EQUITY Comprehensive Income (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jan. 29, 2012
|
Jan. 30, 2011
|
Jan. 29, 2012
|
Jan. 30, 2011
|
|
Net income | $ 79.0 | $ 202.6 | $ 281.8 | $ 422.6 |
Hedge accounting | 5.1 | (47.9) | (33.5) | 41.8 |
Foreign currency translation | (55.9) | (21.6) | (189.1) | 1.9 |
Pension accounting | 3.5 | 9.1 | 10.6 | 19.6 |
Total comprehensive income | $ 31.7 | $ 142.2 | $ 69.8 | $ 485.9 |
DERIVATIVE FINANCIAL INSTRUMENTS
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9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 29, 2012
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Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
DERIVATIVES FINANCIAL INSTRUMENTS | 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 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. 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. We do not offset the fair value of derivative instruments with cash collateral held with or received from the same counterparty under a master netting arrangement. As of January 29, 2012, prepaid expenses and other current assets included $40.8 million representing cash on deposit with brokers to cover losses on our open derivative instruments. Changes in commodity prices could have a significant impact on cash deposit requirements under our broker and counterparty 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 29, 2012, 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 counterparties under financial instruments. Although our counterparties 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 counterparties 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 counterparties is based upon a number of factors, including credit ratings and our evaluation of their financial condition. As of January 29, 2012, we had credit exposure of $12.7 million on non-exchange traded derivative contracts, excluding the effects of netting arrangements. As a result of netting arrangements, we had no significant credit exposure as of January 29, 2012. No significant concentrations of credit risk existed as of January 29, 2012. The size and mix of our derivative portfolio varies from time to time based upon our analysis of current and future market conditions. All grain contracts, livestock contracts and foreign exchange contracts are recorded in prepaid expenses and other current assets or accrued expenses and other current liabilities within the consolidated condensed balance sheets, as appropriate. Interest rate contracts are recorded in other liabilities. The following table presents the fair values of our open derivative financial instruments in the consolidated condensed balance sheets on a gross basis.
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 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 29, 2012, we had no cash flow hedges for forecasted transactions beyond April 2013. 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. 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 contracts and selling, general and administrative 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. During the nine months ended January 29, 2012, the range of notional volumes associated with open derivative instruments designated in cash flow hedging relationships was as follows:
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The following table presents the effects on our consolidated condensed financial statements of pre-tax gains and losses on derivative instruments designated in cash flow hedging relationships for the fiscal periods indicated:
For the fiscal 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. During the first quarter of fiscal 2012, we discontinued cash flow hedge accounting on a number of grain contracts as it became probable that the original forecasted transactions would not transpire. As a result of this change, the table above for the nine months ended January 29, 2012 includes gains of $12.0 million on grain contracts de-designated from hedging relationships that were reclassified from accumulated other comprehensive loss into earnings in the first quarter of fiscal 2012. As of January 29, 2012, there were deferred net gains of $14.5 million, net of tax of $9.9 million, in accumulated other comprehensive loss. We expect to reclassify $10.5 million ($6.4 million net of tax) of deferred net gains on closed commodity contracts into earnings within the next twelve months. We are unable to estimate the gains or losses to be reclassified into earnings within the next twelve months 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 the nine months ended January 29, 2012, the range of notional volumes associated with open derivative instruments designated in fair value hedging relationships was as follows:
The following table presents the effects on our consolidated condensed statements of income of gains and losses on derivative instruments designated in fair value hedging relationships and the related hedged items for the fiscal periods indicated:
We recognized losses of $0.2 million and gains of $2.4 million for the three months ended January 29, 2012 and January 30, 2011, respectively, and gains of $4.5 million and losses of $17.4 million for the nine months ended January 29, 2012 and January 30, 2011, respectively, on closed commodity derivative contracts as the underlying cash transactions affected earnings. For fair value hedges of inventory, we elect to exclude from the assessment of effectiveness differences between the spot and futures prices. These differences are recorded directly into earnings as they occur. These differences resulted in gains of $0.3 million and losses of $4.3 million for the three months ended January 29, 2012 and January 30, 2011, respectively, and gains of $6.0 million and losses of $1.9 million for the nine months ended January 29, 2012 and January 30, 2011, respectively. 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 selling, general and administrative expenses for interest rate contracts and foreign exchange contracts. During the nine months ended January 29, 2012, the range of notional volumes associated with open derivative instruments using the “mark-to-market” method was as follows:
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The following table presents the amount of gains and losses recognized in the consolidated condensed statements of income on derivative instruments using the “mark-to-market” method by type of derivative contract for the fiscal periods indicated:
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 a quarter. 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. |